Common use of INDIVIDUAL MORTGAGE LOANS Clause in Contracts

INDIVIDUAL MORTGAGE LOANS. The Borrower hereby represents with respect to each Mortgage Note and Mortgage Loan that is part of the Collateral: (a) The Borrower has good and marketable title to each Mortgage Note and Mortgage, was the sole owner thereof and had full right to pledge the Mortgage Loan to Lender free and clear of any Lien other than Permitted Liens; (b) To the knowledge of the Borrower, there is no default, breach, violation or event of acceleration existing under any Mortgage or the related Mortgage Note and there is no event which, with the passage of time or with notice and/or the expiration of any grace or cure period, would constitute a default, breach, violation or event of acceleration and no such default, breach, violation or event of acceleration has been waived; (c) To the knowledge of the Borrower, the physical condition of the Property subject to the Mortgage has not deteriorated since the date of origination of the related secured Mortgage Loan (normal wear and tear excepted) and there is no proceeding pending for the total or partial condemnation of any Mortgaged Property; (d) Each Mortgage contains customary and enforceable provisions such as to render the rights and remedies of the holder thereof adequate for the realization against the related Property subject to the Mortgage of the benefits of the security provided thereby, including, (i) in the case of a Mortgage designated as a deed of trust, by trustee's sale, and (ii) otherwise, by judicial foreclosure; (e) Each Mortgage Loan is a first lien or second lien Single Family loan, and has been underwritten by the originator thereof in accordance with such originator's then current underwriting guidelines; provided that (i) the aggregate amount of Second Lien/HELOC Loans does not exceed the Applicable Sublimit for Second Lien/HELOC Loans, (ii) the aggregate amount of all Wet Loans does not exceed the Applicable Sublimit for Wet Loans, and (iii) the aggregate amount of Jumbo Loans does not exceed the Applicable Sublimit for Jumbo Loans; (f) Each Mortgage Note is either (i) payable in monthly installments of principal and interest, with interest payable in arrears, and requires a monthly payment which is sufficient to amortize the original principal balance over the original term, not to exceed thirty (30) years, and to pay interest at the related interest rate, or (ii) payable in monthly installments of interest only, with interest payable in arrears, with principal payments to begin no later than ten (10) years from closing with payments which are sufficient to fully amortize the original principal balance over a period not to exceed thirty (30) years; and no Mortgage Note provides for any extension of the original term; (g) No Mortgage Loan is a loan in respect of either the purchase of a manufactured home or mobile home or the purchase of the land on which a manufactured home or mobile home will be placed; (h) The origination practices used by the originator of the Mortgage Loans and the collection practices used by the Borrower with respect to each Mortgage Loan have been in all material respects legal, proper, prudent and customary in the loan origination and servicing business; (i) Each Mortgage Loan was originated in material compliance with all applicable Laws and, to the best of the Borrower's knowledge, no fraud or misrepresentation was committed by any Person in connection therewith; and (j) For each Mortgage Loan, the Borrower has obtained closing protection letters from the underwriter for the respective title insurance policy.

INDIVIDUAL MORTGAGE LOANS. The Borrower hereby continuously represents and warrants with respect to each Mortgage Note and Mortgage Loan that is or becomes part of the Collateral: (a) The Borrower has good and marketable title to each Mortgage Note and Mortgage, was is the sole owner thereof and had has full right to pledge the Mortgage Loan to Lender free and clear of any other Lien, except any such Lien other than Permitted Lienswhich has been disclosed to Lender in writing and which is permitted hereunder; (b) To the best knowledge of the Borrower, there is no default, breach, violation or event of acceleration existing under any Mortgage or the related Mortgage Note Paper and there is no event which, with the passage of time or with notice and/or the expiration of any grace or cure period, would constitute a default, breach, violation or event of acceleration and no such default, breach, violation or event of acceleration has been waived; (c) To the best knowledge of the Borrower, the physical condition of the Property real property, improvements, and personal property subject to the each Mortgage has not deteriorated since the date of origination of the related secured Mortgage Loan (normal wear and tear excepted) and there is no proceeding pending for the total or partial condemnation of any Mortgaged Propertyof the related mortgaged property; (d) Each Mortgage contains customary and enforceable provisions such as to render the rights and remedies of the holder thereof adequate for the realization against the related Property real property, improvements, and personal property subject to the Mortgage of the benefits of the security provided thereby, including, (i) in the case of a Mortgage designated as a deed of trustMortgage, by trustee's ’s sale, and (ii) otherwise, by judicial foreclosure;. (e) Each Mortgage Loan is a first lien or second lien Single Family loan, and has been underwritten by the originator thereof Borrower in accordance with such originator's Borrower’s then current underwriting guidelines; provided that (i) the aggregate amount of Second Lien/HELOC Loans does not exceed the Applicable Sublimit for Second Lien/HELOC Loans, (ii) the aggregate amount of all Wet Loans does not exceed the Applicable Sublimit for Wet Loans, and (iii) the aggregate amount of Jumbo Loans does not exceed the Applicable Sublimit for Jumbo Loans; (f) Each Mortgage Note is either (i) payable in monthly installments of principal and interest, with interest payable in arrears, and requires a monthly payment which is sufficient to amortize the original principal balance over the original term, not to exceed thirty (30) years, and to pay interest at the related interest rate, or (ii) payable in monthly installments of interest only, with interest payable in arrears, with principal payments to begin no later than ten (10) years from closing with payments which are sufficient to fully amortize the original principal balance over a period not to exceed thirty (30) years; and no Mortgage Note provides for any extension of the original term; (g) No Mortgage Loan is a loan in respect of either the purchase of a manufactured home or mobile home or the purchase of the land on which a manufactured home or mobile home will be placed; (h) The origination practices used by the originator of the Mortgage Loans Borrower and the collection practices used by the Borrower with respect to each Mortgage Loan have been in all material respects legal, proper, prudent and customary in the loan origination and servicing business; (ig) Each To the best knowledge of Borrower, each Mortgage Loan was originated in material compliance with all applicable Laws and, to the best of the Borrower's knowledge, laws and no fraud or misrepresentation was committed by any Person in connection therewith; (h) To the best knowledge of Borrower, all real property taxes and assessments due and owing have been paid current and are not delinquent or past-due in all material respects with respect to the real properties serving as collateral security for each of the Mortgage Loans; (i) Reserved; (j) To the best knowledge of Borrower, without inquiry other than a review of any existing Phase I and/or Phase II environmental assessments in respect of each Mortgage Loan: (i) All of the real property securing the Mortgage Loan, including without limitation, the Entitled Land or Finished Lots, as the case may be, is in full compliance with all Environmental Laws in all material respects. Borrower is not aware of nor has Borrower received notice of any past, present, or future conditions, events, activities, practices or incidents which may interfere with or prevent the compliance or continued compliance with the Environmental Laws of any of such real property or of any Mortgage Loan Obligor; (ii) Each Mortgage Loan Obligor has obtained all permits, licenses, and authorizations that are required under applicable Environmental Laws, and all such permits are in good standing and each Mortgage Loan Obligor is in compliance with all of the terms and conditions of such permits; (iii) No Hazardous Materials (except in nominal amount) exist on, about, or within or have been used, generated, stored, transported, disposed of on, or Released from any of the real properties collateral securing the Mortgage Loans. The use which each Mortgage Loan Obligor makes and intends to make of its respective real properties which serve as collateral for a Mortgage Loan, will not result in the use, generation, storage, transportation, accumulation, disposal, or Release of any Hazardous Material on, in, or from any of such real properties; (iv) No Mortgage Loan Obligor or any of the real properties serving as collateral for a Mortgage Loan is subject to any outstanding or threatened order from or agreement with any Tribunal or other Person or subject to any judicial or docketed administrative proceeding with respect to (a) failure to comply with Environmental Laws, (b) Remedial Action, or (c) any Environmental Liabilities arising from a Release or threatened Release; (v) There are no conditions or circumstances associated with any real properties serving as collateral for a Mortgage Loan that could reasonably be expected to give rise to any Environmental Liabilities; (vi) No Mortgage Loan Obligor has filed or failed to file any notice required under applicable Environmental Law reporting a Release; and (jvii) For each No Lien arising under any Environmental Law has attached to any real property serving as collateral for a Mortgage Loan, the Borrower has obtained closing protection letters from the underwriter for the respective title insurance policy.

INDIVIDUAL MORTGAGE LOANS. The Borrower hereby represents with respect to each Mortgage Note and Mortgage Loan that is part of the Collateral: (a) The Borrower has good and marketable title to each Mortgage Note and Mortgage, was the sole owner thereof and had full right to pledge the Mortgage Loan to Lender free and clear of any Lien other than Permitted Liens; (b) To the knowledge of the Borrower, there is no default, breach, violation or event of acceleration existing under any Mortgage or the related Mortgage Note and there is no event which, with the passage of time or with notice and/or the expiration of any grace or cure period, would constitute a default, breach, violation or event of acceleration and no such default, breach, violation or event of acceleration has been waived; (c) To the knowledge of the Borrower, the physical condition of the Property subject to the Mortgage has not deteriorated since the date of origination of the related secured Mortgage Loan (normal wear and tear excepted) and there is no proceeding pending for the total or partial condemnation of any Mortgaged Property; (d) Each Mortgage contains customary and enforceable provisions such as to render the rights and remedies of the holder thereof adequate for the realization against the related Property subject to the Mortgage of the benefits of the security provided thereby, including, (i) in the case of a Mortgage designated as a deed of trust, by trustee's ’s sale, and (ii) otherwise, by judicial foreclosure; (e) Each Mortgage Loan is a first lien or second lien Single Family loan, and has been underwritten by the originator thereof in accordance with such originator's ’s then current underwriting guidelines, which guidelines have been previously submitted to and approved by Lender; provided that (i) the aggregate amount of Second Lien/HELOC Lien Loans does not exceed the Applicable Sublimit for Second Lien/HELOC Loans, Lien Loans and (ii) the aggregate amount of all Wet Loans does not exceed the Applicable Sublimit for Wet Loans, and (iii) the aggregate amount of Jumbo Loans does not exceed the Applicable Sublimit for Jumbo Loans; (f) Each Mortgage Note is either (i) payable in monthly installments of principal and interest, with interest payable in arrears, and requires a monthly payment which is sufficient to amortize the original principal balance over the original term, not to exceed thirty forty (3040) years, and to pay interest at the related interest rate, or (ii) payable in monthly installments of interest only, with interest payable in arrears, with principal payments to begin no later than ten (10) years from closing with payments which are sufficient to fully amortize the original principal balance over a period not to exceed thirty forty (3040) years; and no Mortgage Note provides for any extension of the original term; (g) No Mortgage Loan is a loan in respect of either the purchase of a manufactured home or mobile home or the purchase of the land on which a manufactured home or mobile home will be placed; (h) The origination practices used by the originator of the Mortgage Loans and the collection practices used by the Borrower with respect to each Mortgage Loan have been in all material respects legal, proper, prudent and customary in the loan origination and servicing business; (i) Each Mortgage Loan was originated in material compliance with all applicable Laws and, to the best of the Borrower's knowledge, and no fraud or misrepresentation was committed by any Person in connection therewith; and (j) For each Mortgage Loan, the Borrower has obtained closing protection letters from the underwriter for the respective title insurance policy.

INDIVIDUAL MORTGAGE LOANS. The Borrower hereby represents with respect to each Mortgage Note and Mortgage Loan that is part of the Collateral: (a) The Borrower has good and marketable title to each Mortgage Note and Mortgage, was the sole owner thereof and had full right to pledge the Mortgage Loan to Lender free and clear of any Lien other than Permitted Liens; (b) To the knowledge of the Borrower, there is no default, breach, violation violation, or event of acceleration existing under any Mortgage or the related Mortgage Note and there is no event which, with the passage of time or with notice and/or the expiration of any grace or cure period, would constitute a default, breach, violation violation, or event of acceleration and no such default, breach, violation violation, or event of acceleration has been waived; (c) To the knowledge of the Borrower, the physical condition of the Property subject to the Mortgage has not deteriorated since the date of origination of the related secured Mortgage Loan (normal wear and tear excepted) and there is no proceeding pending for the total or partial condemnation of any Mortgaged Property; (d) Each Mortgage contains customary and enforceable provisions such as to render the rights and remedies of the holder thereof adequate for the realization against the related Property subject to the Mortgage of the benefits of the security provided thereby, including, (i) in the case of a Mortgage designated as a deed of trust, by trustee's sale, and (ii) otherwise, by judicial foreclosure; (e) Each Mortgage Loan is a first lien or second lien Single Family loan, and has been underwritten by the originator thereof in accordance with such originator's then current underwriting guidelines; provided that that, (i) the aggregate amount of Second Lien/HELOC Loans does not exceed the Applicable Sublimit for Second Lien/HELOC Loans, (ii) the aggregate amount of all Wet Loans does not exceed the Applicable Sublimit for Wet Loans, and (iii) the aggregate amount of Jumbo Loans does not exceed the Applicable Sublimit for Jumbo Loans, as such Applicable Sublimits are calculated in the most recent Borrowing Base Certificate; (f) Each Mortgage Note is either (i) payable in monthly installments of principal and interest, with interest payable in arrears, and requires a monthly payment which is sufficient to amortize the original principal balance over the original term, not to exceed thirty (30) years, and to pay interest at the related interest rate, or (ii) payable in monthly installments of interest only, with interest payable in arrears, with principal payments to begin no later than ten (10) years from closing with payments which are sufficient to fully amortize the original principal balance over a period not to exceed thirty (30) years; and no Mortgage Note provides for any extension of the original term; (g) No Mortgage Loan is a loan in respect of either the purchase of a manufactured home or mobile home or the purchase of the land on which a manufactured home or mobile home will be placed; (h) The origination practices used by the originator of the Mortgage Loans and the collection practices used by the Borrower with respect to each Mortgage Loan have been in all material respects legal, proper, prudent and customary in the loan origination and servicing business; (i) Each Mortgage Loan was originated in material compliance with all applicable Laws and, to the best of the Borrower's ’s knowledge, no fraud or misrepresentation was committed by any Person in connection therewith; and (j) For each Mortgage Loan, the Borrower has obtained closing protection letters from the underwriter for the respective title insurance policy.

INDIVIDUAL MORTGAGE LOANS. The Borrower Seller hereby represents represents, warrants and covenants to the Purchaser that, as to each Mortgage Loan sold by the Seller on a Closing Date, as of such Closing Date (or as of such other date indicated in the applicable representation, warranty or covenant): (a) The information with respect to such Mortgage Loan set forth on the Mortgage Loan Schedule is true and correct in all material respects, as of the dates specified therein or, if no such date is indicated therein, as of the Cut-Off Date. (b) Upon the transfer of the Mortgage Loans to the Purchaser, the Purchaser will have good and valid title to the Mortgage Loans, free and clear of any liens, claims, encumbrances, participation interests, equities, pledges, charges, or security interests of any nature, and the Seller had full right and authority to sell and assign such Mortgage Loan pursuant to this Agreement. (c) With respect to each Mortgage Loan, the Mortgage is a valid, subsisting and enforceable first-lien, as indicated on the Mortgage Loan Schedule, on the Mortgaged Property. The lien of the Mortgage is subject only to Permitted Liens. (d) Other than as indicated in the Mortgage Loan Schedule, the terms of the Mortgage and the Mortgage Note have not been waived, altered, or modified in any material respect, except by a written instrument that has been recorded, if necessary, and that is a part of the Mortgage File; provided, however, that under certain circumstances where the modification, waiver or alteration of the terms of such Mortgage or Mortgage Note has been effected pursuant to a written instrument that is favorable to the Mortgagor, such written instrument may or may not have been executed by the related Mortgagor. (e) No Mortgagor has been released, in whole or in part, except as indicated in the Mortgage Loan Schedule. (f) With respect to each Mortgage Loan, the applicable FHA Policy is in full force and effect, and there exists no defense or impairment to full recovery thereunder to the maximum extent provided thereby, without indemnity to HUD or FHA. Each FHA Policy is the valid, binding and enforceable obligation of FHA, to the full extent provided thereby, without surcharge, set-off or defense, and all actions that are necessary to ensure that each FHA Policy remains so valid, binding and enforceable have been taken. As of the Cut-Off Date, the guaranty amount with respect to each Mortgage Note and Mortgage Loan will be an amount that is part payable in accordance with the FHA Guidelines and such amount will be at least equal to the unpaid principal balance of the Collateral: (a) The Borrower has good and marketable title to each Mortgage Note and Mortgage, was the sole owner thereof and had full right to pledge the Mortgage Loan to Lender free and clear of any Lien other than Permitted Liens; (b) To the knowledge of the Borrower, there is no default, breach, violation or event of acceleration existing under any Mortgage or the related Mortgage Note Loan. All provisions of such FHA Policy have been and there is no event which, are being complied with and all premiums due thereunder have been paid. The Mortgage Loan obligates the passage of time or with notice and/or Mortgagor thereunder to maintain the expiration of any grace or cure period, would constitute a default, breach, violation or event of acceleration FHA Policy and no such default, breach, violation or event of acceleration has been waived;to pay all premiums and charges in connection therewith. (cg) To All improvements upon the knowledge of Mortgaged Property are insured against loss by fire and such other hazards as are customary in the Borrowerarea where the Mortgaged Property is located, pursuant to insurance policies maintained by the physical condition of Mortgagor or a blanket insurance policy maintained by Seller or Servicer. All such insurance premiums that previously became due and owing prior to or on the Cut-Off Date in respect thereof have been paid. If the Mortgaged Property subject to is in an area that, at the Mortgage has not deteriorated since the date time of origination of the related secured Mortgage Loan, was identified on a flood hazard boundary map or flood insurance rate map issued by the Federal Emergency Management Agency as having special flood hazards and such flood insurance is available, a flood insurance policy was obtained meeting the requirements of the guidelines of the Federal Insurance Administration with an insurance carrier acceptable to Seller. (h) The Mortgage Note and the Mortgage are genuine, and each is the legal, valid and binding obligation enforceable in accordance with its terms in all material respects, except as such enforcement may be limited by bankruptcy, insolvency, reorganization, moratorium, or other similar laws affecting the enforcement of creditors’ rights generally and except that the equitable remedy of specific performance and other equitable remedies are subject to the discretion of the courts. (i) The Mortgage will be duly assigned and the Mortgage Note will be duly endorsed, in each case, in accordance with this Agreement. (j) [Reserved]. (k) Each Mortgage is covered by either an ALTA mortgage title insurance policy acceptable to Seller, or such other generally used and acceptable form of policy and applicable endorsements acceptable to Fannie, Xxxxxxx or prudent mortgage lending institutions making loans in the area where the Mortgaged Property is located. (l) The Mortgage Loan (normal wear is not subject to any right of rescission, setoff, counterclaim or defense, and tear excepted) no such claim has been asserted with respect to any Mortgage Loan, except as such rights, counterclaims, defenses and there is no proceeding pending for claims may be asserted in connection with the total or partial condemnation of any Mortgaged Property;litigation, foreclosure and bankruptcy proceedings disclosed under the applicable column on the Mortgage Loan Schedule. (dm) Each The Mortgage contains customary and enforceable provisions such as to that render the rights and remedies of the holder thereof adequate for the realization against the related Mortgaged Property subject to the Mortgage of the benefits of the security provided therebysecurity, including, including (i) in the case of a Mortgage designated as a deed of trust, by trustee's sale, ’s sale and (ii) otherwise, otherwise by judicial foreclosure;. The Mortgage or Mortgage Note contains a provision that is, to the extent not prohibited by federal or state law, enforceable and that provides for the acceleration of the payment of the Unpaid Principal Balance of the Mortgage Loan in the event that the Mortgaged Property is sold or transferred without the prior written consent of the mortgagee thereunder. (en) If the Mortgage constitutes a deed of trust, a trustee, duly qualified under applicable law to serve as such, has been properly designated and currently so serves and is named in such Mortgage, and no fees or expenses are or shall become payable to the trustee under the deed of trust except in connection with a trustee’s sale after default by the Mortgagor. (o) Each Mortgage Loan is a first lien or second lien Single Family loan, and has been underwritten serviced by the originator thereof in accordance with such originator's then current underwriting guidelines; provided that Servicer (ior Seller’s sub-servicer) the aggregate amount of Second Lien/HELOC Loans does not exceed the Applicable Sublimit for Second Lien/HELOC Loans, (ii) the aggregate amount of all Wet Loans does not exceed the Applicable Sublimit for Wet Loans, and (iii) the aggregate amount of Jumbo Loans does not exceed the Applicable Sublimit for Jumbo Loans; (f) Each Mortgage Note is either (i) payable in monthly installments of principal and interest, with interest payable in arrears, and requires a monthly payment which is sufficient to amortize the original principal balance over the original term, not to exceed thirty (30) years, and to pay interest at the related interest rate, or (ii) payable in monthly installments of interest only, with interest payable in arrears, with principal payments to begin no later than ten (10) years from closing with payments which are sufficient to fully amortize the original principal balance over a period not to exceed thirty (30) years; and no Mortgage Note provides for any extension of the original term; (g) No Mortgage Loan is a loan in respect of either the purchase of a manufactured home or mobile home or the purchase of the land on which a manufactured home or mobile home will be placed; (h) The origination practices used by the originator of the Mortgage Loans and the collection practices used by the Borrower with respect to each Mortgage Loan have been in all material respects legal, proper, prudent and customary in the loan origination and servicing business;accordance with Acceptable Servicing Procedures. (ip) Each Mortgage Loan was originated To Seller’s knowledge, the Mortgaged Property is in material compliance with all applicable Laws andenvironmental laws pertaining to environmental hazards and Seller has not received any notice of any violation of such law. (q) There is no litigation or bankruptcy proceeding pending or, to Seller’s knowledge, threatened with respect to a Mortgage Loan that will adversely affect Purchaser’s right, title or interest thereon or the priority of the Mortgage other than litigation and bankruptcy proceedings and their related claims as disclosed under the applicable column on the Mortgage Loan Schedule. For the avoidance of doubt, to the best of extent the Borrower's knowledge, no fraud Purchaser makes representations or misrepresentation was committed by any Person in connection therewith; and (j) For each warranties with respect to the Mortgage LoanLoans under a Master Repurchase Agreement, the Borrower has obtained closing protection letters from Seller shall not be responsible for such representations or warranties; provided, however, that this sentence shall not be deemed to limit the underwriter Seller’s liability for the respective title insurance policyrepresentations it makes under this Agreement.

INDIVIDUAL MORTGAGE LOANS. The Borrower hereby represents and warrants with respect to each Mortgage Note and Mortgage Loan that is part of the Collateral: (a) The Borrower has good and marketable title to each Mortgage Note and Mortgage, was is the sole owner thereof and had has full right to pledge the Mortgage Loan to Lender Bank free and clear of any other Lien, except any such Lien other than Permitted Lienswhich has been disclosed to Bank in writing and which is permitted hereunder; (b) To the best knowledge of the Borrower, there is no default, breach, violation or event of acceleration existing under any Mortgage or the related Mortgage Note Paper and there is no event which, with the passage of time or with notice and/or the expiration of any grace or cure period, would constitute a default, breach, violation or event of acceleration and no such default, breach, violation or event of acceleration has been waived; (c) To the best knowledge of the Borrower, the physical condition of the Property real property, improvements, and personal property subject to the Mortgage has not deteriorated since the date of origination of the related secured Mortgage Loan (normal wear and tear excepted) and there is no proceeding pending for the total or partial condemnation of any Mortgaged Propertyof the related mortgaged property; (d) Each Mortgage contains customary and enforceable provisions such as to render the rights and remedies of the holder thereof adequate for the realization against the related Property real property, improvements, and personal property subject to the Mortgage of the benefits of the security provided thereby, including, (i) in the case of a Mortgage designated as a deed of trustMortgage, by trustee's ’s sale, and (ii) otherwise, by judicial foreclosure; (e) Each Mortgage Loan is a first lien or second lien Single Family loanFinished Lot Loan, and has been underwritten by the originator thereof Borrower in accordance with such originator's Borrower’s then current underwriting guidelines; provided that (i) the aggregate amount of Second Lien/HELOC Loans does not exceed the Applicable Sublimit for Second Lien/HELOC Loans, (ii) the aggregate amount of all Wet Loans does not exceed the Applicable Sublimit for Wet Loans, and (iii) the aggregate amount of Jumbo Loans does not exceed the Applicable Sublimit for Jumbo Loans; (f) Each Mortgage Note is either (i) payable in monthly installments of principal and interest, with interest payable in arrears, and requires a monthly payment which is sufficient to amortize the original principal balance over the original term, not to exceed thirty (30) years, and to pay interest at the related interest rate, or (ii) payable in monthly installments of interest only, with interest payable in arrears, with principal payments to begin no later than ten (10) years from closing with payments which are sufficient to fully amortize the original principal balance over a period not to exceed thirty (30) years; and no Mortgage Note provides for any extension of the original term; (g) No Mortgage Loan is a loan in respect of either the construction of a townhome, duplex or condominium or the purchase of a manufactured home or mobile home or the purchase of the land on which a manufactured home or mobile home will be placed; no Mortgage securing a Mortgage Loan secures commercial property; (hg) The origination practices used by the originator of the Mortgage Loans Borrower and the collection practices used by the Borrower with respect to each Mortgage Loan have been in all material respects legal, proper, prudent and customary in the loan origination and servicing business; (ih) Each To the best knowledge of Borrower, each Mortgage Loan was originated in material compliance with all applicable Laws and, to the best of the Borrower's knowledge, laws and no fraud or misrepresentation was committed by any Person in connection therewith; (i) To the best knowledge of Borrower, all real property taxes and assessments due and owing have been paid current and are not delinquent or past-due with respect to the real properties serving as collateral security for each of the Mortgage Loans; (j) Borrower has provided Bank with true and correct copies of each of lot purchase contract or other purchase contract relating to the sale of and with respect to the real properties serving as collateral security for each of the Mortgage Loans, and Borrower has provided Bank with true and correct copies of each amendment or modification relating to each such purchase contracts; (k) To the best knowledge of Borrower after due inquiry: (i) All of the real property securing the Mortgage Loan, including without limitation, each Lot, is in full compliance with all Environmental Laws. Borrower is not aware of nor has Borrower received notice of any past, present, or future conditions, events, activities, practices or incidents which may interfere with or prevent the compliance or continued compliance with the Environmental Laws of any of such collateral real property or of any Mortgage Loan Obligor; (ii) Each Mortgage Loan Obligor has obtained all permits, licenses, and authorizations that are required under applicable Environmental Laws, and all such permits are in good standing and each Mortgage Loan Obligor is in compliance with all of the terms and conditions of such permits; (iii) No Hazardous Materials (except in nominal amount) exist on, about, or within or have been used, generated, stored, transported, disposed of on, or Released from any of the real properties collateral securing the Mortgage Loans. The use which each Mortgage Loan Obligor makes and intends to make of its respective real properties which serve as collateral for a Mortgage Loan, will not result in the use, generation, storage, transportation, accumulation, disposal, or Release of any Hazardous Material on, in, or from any of such real properties; (iv) No Mortgage Loan Obligor or any of the real properties serving as collateral for a Mortgage Loan is subject to any outstanding or threatened order from or agreement with any Tribunal or other Person or subject to any judicial or docketed administrative proceeding with respect to (a) failure to comply with Environmental Laws, (b) Remedial Action, or (c) any Environmental Liabilities arising from a Release or threatened Release; (v) There are no conditions or circumstances associated with any real properties serving as collateral for a Mortgage Loan that could reasonably be expected to give rise to any Environmental Liabilities; (vi) No Mortgage Loan Obligor has filed or failed to file any notice required under applicable Environmental Law reporting a Release; and (jvii) For each No Lien arising under any Environmental Law has attached to any real property serving as collateral for a Mortgage Loan, the Borrower has obtained closing protection letters from the underwriter for the respective title insurance policy.

INDIVIDUAL MORTGAGE LOANS. The Borrower Company and the applicable Co-Borrowers hereby represents represent with respect to each Mortgage Note and Mortgage Loan that is part of the Collateral: (a) The Borrower has Company and the applicable Co-Borrowers have good and marketable title to each Mortgage Note and Mortgage, was the sole owner thereof and had full right to pledge the Mortgage Loan to Lender Agent free and clear of any other Lien other than Permitted Liensexcept any such Lien which has been disclosed to Agent in writing and which is permitted hereunder; (b) To the best knowledge of the BorrowerCompany and the applicable Co-Borrowers, other than the permitted thirty (30) day delinquency period for payments permitted by the definition of Eligible Mortgage Loan, there is no default, breach, violation or event of acceleration existing under any Mortgage or the related Mortgage Note and there is no event which, with the passage of time or with notice and/or the expiration of any grace or cure period, would constitute a default, breach, violation or event of acceleration and no such default, breach, violation or event of acceleration has been waived; (c) To the best of the knowledge of the BorrowerCompany and the applicable Co-Borrowers, the physical condition of the Property subject to the Mortgage has not deteriorated since the date of origination of the related secured Mortgage Loan (normal wear and tear excepted) and there is no proceeding pending for the total or partial condemnation of any Mortgaged Property; (d) Each Mortgage contains customary and enforceable provisions such as to render the rights and remedies of the holder thereof adequate for the realization against the related Property subject to the Mortgage of the benefits of the security provided thereby, including, (i) in the case of a Mortgage designated as a deed of trust, by trustee's ’s sale, and (ii) otherwise, by judicial foreclosure; (e) Each Mortgage Loan is a first lien or second lien Single Family one-to-four-family loan which is not a construction loan, and has been underwritten by the originator originator, investor or mortgage insurer thereof in accordance with such originator's ’s, investor’s or mortgage insurer’s then current underwriting guidelines; provided that (i) the aggregate amount of Second Lien/HELOC Loans does not exceed the Applicable Sublimit for Second Lien/HELOC Loans, (ii) the aggregate amount of all Wet Loans does not exceed the Applicable Sublimit for Wet Loans, and (iii) the aggregate amount of is a Conforming Loan, a Nonconforming Loan, an FHA loan, a VA loan or Jumbo Loans does not exceed the Applicable Sublimit for Jumbo LoansMortgage Loan; (f) Each Mortgage Note is either (i) payable in monthly installments of principal and interest, with interest payable in arrears, and requires a monthly payment which is sufficient to amortize the original principal balance over the original term, not to exceed thirty (30) years, and to pay interest at the related interest rate, or (ii) payable in monthly installments of interest only, as applicable, with interest payable in arrears, with principal payments to begin no later than ten (10) years from closing with payments which are sufficient to fully amortize the original principal balance over a period not to exceed thirty (30) years; and no Mortgage Note provides for any extension of the original term; (g) No Mortgage Loan is a loan in respect of either the purchase of a manufactured home or mobile home or the purchase of the land on which a manufactured home or mobile home will be placed; no Mortgage securing a Mortgage Loan secures commercial property, cooperative housing or a construction or rehabilitation loan; (h) The origination practices used by the originator of the Mortgage Loans and the collection practices used by the Borrower Company and the applicable Co-Borrowers with respect to each Mortgage Loan have been in all material respects legal, proper, prudent and customary in the loan origination and servicing business; (i) Each To the best knowledge of the Company and the applicable Co Borrowers, each Mortgage Loan was originated in material compliance with all applicable Laws and, to the best of the Borrower's knowledge, laws and no fraud or misrepresentation was committed by any Person in connection therewith; and (j) For each Each Mortgage Loan, Loan matures within thirty (30) years after the Borrower has obtained closing protection letters from the underwriter for the respective title insurance policydate of origination thereof.

INDIVIDUAL MORTGAGE LOANS. The Borrower Borrowers hereby represents represent with respect to each Mortgage Note and Mortgage Loan that is part of the Collateral: (a) The Borrower has Borrowers have good and marketable title to each Mortgage Note and Mortgage, was the sole owner thereof and had full right to pledge the Mortgage Loan to Lender free and clear of any Lien other than Permitted LiensLien; (b) To the knowledge of the BorrowerBorrowers, there is no default, breach, violation or event of acceleration existing under any Mortgage or the related Mortgage Note and there is no event which, with the passage of time or with notice and/or the expiration of any grace or cure period, would constitute a default, breach, violation or event of acceleration and no such default, breach, violation or event of acceleration has been waived; (c) To the knowledge of the BorrowerBorrowers, the physical condition of the Property subject to the Mortgage has not deteriorated since the date of origination of the related secured Mortgage Loan (normal wear and tear excepted) and there is no proceeding pending for the total or partial condemnation of any Mortgaged Property; (d) Each Mortgage contains customary and enforceable provisions such as to render the rights and remedies of the holder thereof adequate for the realization against the related Property subject to the Mortgage of the benefits of the security provided thereby, including, (i) in the case of a Mortgage designated as a deed of trust, by trustee's ’s sale, and (ii) otherwise, by judicial foreclosure; (e) Each Mortgage Loan is a first lien or second lien Single Family one-to-four-family loan, and has been underwritten by the originator thereof in accordance with such originator's ’s then current underwriting guidelines; provided that (i) the aggregate amount of Second Lien/HELOC Loans does not exceed the Applicable Sublimit for Second Lien/HELOC Loans, (ii) the aggregate amount of all Wet Loans does not exceed the Applicable Sublimit for Wet Loans, and (iii) the aggregate amount of Jumbo Loans does not exceed the Applicable Sublimit for Jumbo Loans; (f) Each Mortgage Note is either (i) payable in monthly installments of principal and interest, with interest payable in arrears, and requires a monthly payment which is sufficient to amortize the original principal balance over the original term, not to exceed thirty (30) years, term and to pay interest at the related interest rate, or (ii) payable in monthly installments of interest only, with interest payable in arrears, with principal payments to begin no later than ten (10) years from closing with payments which are sufficient to fully amortize the original principal balance over a period not to exceed thirty (30) years; and no Mortgage Note provides for any extension of the original term; (g) No Mortgage Loan is a loan in respect of either the purchase of a manufactured home or mobile home or the purchase of the land on which a manufactured home or mobile home will be placed; (h) The origination practices used by the originator of the Mortgage Loans and the collection practices used by the Borrower Borrowers with respect to each Mortgage Loan have been in all material respects legal, proper, prudent and customary in the loan origination and servicing business; (i) Each Mortgage Loan was originated in material compliance with all applicable Laws and, to the best of the Borrower's knowledge, and no fraud or misrepresentation was committed by any Person in connection therewith; and; (j) Each Mortgage Loan matures within thirty (30) years after the date of origination thereof. (k) For each Mortgage Loan, the Borrower has Borrowers have obtained closing protection letters from the underwriter for the respective title insurance policy.

INDIVIDUAL MORTGAGE LOANS. The In addition to the representations and warranties contained in the Assignment of Notes and Liens, Borrower hereby represents and warrants with respect to each Mortgage Note and Mortgage Loan that is part of the Collateral; provided, however, that notwithstanding anything herein to the contrary, the representations and warranties set forth in this Section 5.18 shall apply to Mortgage Loans in the Borrowing Base only and shall not apply to any other loans made by Borrower: (a) The Borrower has good and marketable title to each Mortgage Note and Mortgage, was is the sole owner thereof and had has full right to pledge the Mortgage Loan to Lender free and clear of any other Lien other than except for the Permitted Liens; (b) To the knowledge of the Borrower, there There is no default, breach, violation default or event of acceleration existing under any Mortgage or the related Mortgage Note and there is no event which, with the passage of time or with notice and/or the expiration of any grace or cure period, would constitute a default, breach, violation or event of acceleration and no such default, breach, violation or event of acceleration has been waivedPaper; (c) To the best knowledge of the Borrower, the physical condition of the Property real property, improvements, and personal property subject to the Mortgage has not deteriorated since the date of origination of the related secured Mortgage Loan (normal wear and tear excepted) and there is no proceeding pending for the total or partial condemnation of any Mortgaged Propertyof the related mortgaged property and no material casualty has occurred with respect to the mortgaged property; (d) Each Mortgage contains customary and enforceable provisions such as to render the rights and remedies of the holder thereof adequate for the realization against the related Property real property, improvements, and personal property subject to the Mortgage of the benefits of the security provided thereby, including, (i) in the case of a Mortgage designated as a deed of trustMortgage, by trustee's ’s sale, and (ii) otherwise, by judicial foreclosure; (e) Each Mortgage Loan is a first lien Lot Development Loan or second lien Single Family loanFinished Lot Loan, and has been underwritten by the originator thereof Borrower in accordance with such originator's Borrower’s then current underwriting guidelines; provided that (i) the aggregate amount of Second Lien/HELOC Loans does not exceed the Applicable Sublimit for Second Lien/HELOC Loans, (ii) the aggregate amount of all Wet Loans does not exceed the Applicable Sublimit for Wet Loans, and (iii) the aggregate amount of Jumbo Loans does not exceed the Applicable Sublimit for Jumbo Loans; (f) Each Mortgage Note is either (i) payable in monthly installments of principal and interest, with interest payable in arrears, and requires a monthly payment which is sufficient to amortize the original principal balance over the original term, not to exceed thirty (30) years, and to pay interest at the related interest rate, or (ii) payable in monthly installments of interest only, with interest payable in arrears, with principal payments to begin no later than ten (10) years from closing with payments which are sufficient to fully amortize the original principal balance over a period not to exceed thirty (30) years; and no Mortgage Note provides for any extension of the original term; (g) No Mortgage Loan is a loan in respect of either the construction of a townhome, duplex or condominium or the purchase of a manufactured home or mobile home or the purchase of the land on which a manufactured home or mobile home will be placed; no Mortgage securing a Mortgage Loan secures commercial property; (hg) The origination practices used by the originator of the Mortgage Loans Borrower and the collection practices used by the Borrower with respect to each Mortgage Loan have been in all material respects legal, proper, prudent and customary in the loan origination and servicing business; (ih) Each To the best knowledge of Borrower, each Mortgage Loan was originated in material compliance with all applicable Laws and, to the best of the Borrower's knowledge, laws and no fraud or misrepresentation was committed by any Person in connection therewith; and (ji) For each The Mortgage LoanNote and loan documents evidencing the Mortgage Note are valid and enforceable and have not been altered, modified or amended in any manner whatsoever except for those approved by Bank nor has Borrower (or any prior holder of the Borrower has obtained closing protection letters Mortgage Note) executed any instrument of release (except those contemplated by the Loan Documents and which have been approved by Bank), cancellation or satisfaction of all or any portion of the collateral securing said Mortgage Note, or released any party from any liability with respect to said collateral and true, correct and complete originals (or in the underwriter for case of the respective title insurance policyloan documents other than the Mortgage Note and Allonge, copies) of the loan documents evidencing the Mortgage Loan have been provided to Bank.

INDIVIDUAL MORTGAGE LOANS. The Borrower hereby represents the following matters with respect to each Mortgage Note and Mortgage Loan that is part of the Collateral: (a) The Borrower has good and marketable title to each Mortgage Note and Mortgage, was the sole owner thereof and had full right to pledge the Mortgage Loan to Lender Agent, for the benefit of Lenders, free and clear of any other Lien other than Permitted Liensat the time of pledging to Agent; (b) To the knowledge of Borrower, other than any delinquency of payments permitted in subparagraph (d) of the Borrowerdefinition of Eligible Mortgage Loan, there is no default, breach, violation or event of acceleration existing under any Mortgage or the related Mortgage Note and there is no event which, with the passage of time or with notice and/or the expiration of any grace or cure period, would constitute a default, breach, violation or event of acceleration and no such default, breach, violation or event of acceleration has been waived; (c) To the knowledge of the Borrower, the physical condition of the Property subject to the Mortgage has not deteriorated since the date of origination of the related secured Mortgage Loan (normal wear and tear excepted) and there is no proceeding pending for the total or partial condemnation of any Mortgaged PropertyProperty subject to the Mortgage; (d) Each Mortgage contains customary and enforceable provisions such as to render the rights and remedies of the holder thereof adequate for the realization against the related Property subject to the Mortgage of the benefits of the security provided thereby, including, (i) in the case of a Mortgage designated as a deed of trust, by trustee's ’s sale, and (ii) otherwise, by judicial or private foreclosure; (e) Each Mortgage Loan is a first lien or second lien Single Family loan, and has been underwritten by the originator thereof in accordance with such originator's ’s then current underwriting guidelines; provided that (i) the aggregate amount of Second Lien/HELOC Loans does not exceed the Applicable Sublimit for Second Lien/HELOC Loans, (ii) the aggregate amount of all Wet Loans does not exceed the Applicable Sublimit for Wet Loans, which guidelines have been previously submitted to and (iii) the aggregate amount of Jumbo Loans does not exceed the Applicable Sublimit for Jumbo Loansapproved by Agent; (f) Each Mortgage Note is either (i) payable in monthly installments of principal and interest, with interest payable in arrears, and requires a monthly payment which is sufficient to amortize the original principal balance over the original term, not to exceed thirty (30) years, and to pay interest at the related interest rate, or (ii) payable in monthly installments of interest only, with interest payable in arrears, with principal payments to begin no later than ten (10) years from closing with payments which are sufficient to fully amortize the original principal balance over a period not to exceed thirty (30) years; and no Mortgage Note provides for any extension of the original term; (g) No Mortgage Loan is a loan in respect of either the purchase of a manufactured home or mobile home or the purchase of the land on which a manufactured home or mobile home will be placed; (h) The origination practices used by the originator of the each Mortgage Loans Loan and the collection practices used by the Borrower with respect to each Mortgage Loan have been in all material respects legal, proper, prudent and customary in the loan origination and servicing business; (i) No Mortgage Loan is subject to Section 32 of Regulation Z or is a Mortgage Loan classified as predatory under any applicable Law; (j) Each Mortgage Loan was originated in material compliance with all applicable Laws and, to the best of the Borrower's knowledge, and no fraud or misrepresentation was committed by any Person in connection therewith; and (jk) For each Mortgage Loan, the Borrower has obtained closing protection letters from the underwriter for the respective title insurance policy.

INDIVIDUAL MORTGAGE LOANS. The Borrower Seller hereby represents and warrants to the Trustee and the Certificateholders, with respect to each Mortgage Note and Mortgage Loan that is part Loan, as of the CollateralClosing Date: (a) The Borrower has good and marketable title information with respect to each Mortgage Note and Mortgage, was Loan set forth in the sole owner thereof and had full right to pledge the related Mortgage Loan to Lender free Schedule and clear the Schedules of any Lien other than Permitted LiensMortgage Loans is true and correct; (b) To the knowledge All of the Borrower, there is no default, breach, violation original or event of acceleration existing under any Mortgage or the certified documentation set forth in Section 2.01(b) (including all material documents related Mortgage Note and there is no event which, with the passage of time or with notice and/or the expiration of any grace or cure period, would constitute a default, breach, violation or event of acceleration and no such default, breach, violation or event of acceleration thereto) has been waivedor will be delivered to the Custodian on the Closing Date or as otherwise provided in Section 2.01; (c) To the knowledge of the Borrower, the physical condition of the Property subject Each Mortgage Loan being transferred to the Mortgage has not deteriorated since the date of origination of the related secured Mortgage Loan (normal wear and tear excepted) and there Trust Fund is no proceeding pending for the total or partial condemnation of any Mortgaged Propertya Qualified Mortgage; (d) Each Mortgage contains customary and enforceable provisions such as Mortgaged Property (other than the Multifamily Properties) is improved by a Residential Dwelling, which, to render the rights and remedies best of the holder thereof adequate for the realization against the related Property subject Seller's knowledge, does not include cooperatives or mobile homes attached to the Mortgage of the benefits of the security provided thereby, including, (i) in the case of a Mortgage designated as a deed of trust, by trustee's sale, foundation or otherwise and (ii) otherwise, by judicial foreclosuredoes not constitute other than real property under state law; (e) Each Mortgage Loan is a first lien or second lien Single Family loan, and has been underwritten originated and underwritten, or purchased and re-underwritten, by the originator thereof Seller in accordance with such originator's then current the underwriting guidelines; provided that (i) criteria set forth in the aggregate amount of Second Lien/HELOC Loans does not exceed the Applicable Sublimit for Second Lien/HELOC Loans, (ii) the aggregate amount of all Wet Loans does not exceed the Applicable Sublimit for Wet Loans, Registration Statement and (iii) the aggregate amount of Jumbo Loans does not exceed the Applicable Sublimit for Jumbo Loans; (f) Each Mortgage Note is either (i) payable in monthly installments of principal and interest, with interest payable in arrears, and requires a monthly payment which is sufficient to amortize the original principal balance over the original term, not to exceed thirty (30) years, and to pay interest at the related interest rate, or (ii) payable in monthly installments of interest only, with interest payable in arrears, with principal payments to begin no later than ten (10) years from closing with payments which are sufficient to fully amortize the original principal balance over a period not to exceed thirty (30) years; and no Mortgage Note provides for any extension of the original term; (g) No each Mortgage Loan is a loan in respect of either the purchase of a manufactured home or mobile home or the purchase of the land on which a manufactured home or mobile home will be placed; (h) The origination practices used being serviced by the originator of the Mortgage Loans and the collection practices used by the Borrower Servicer or one or more Subservicers and, with respect to each Mortgage Loan have been originated by the Seller, there is only one originally executed Mortgage Note not stamped as a duplicate copy with respect to each such Mortgage Loan; (f) The Mortgage Note rate shall be at least equal the sum of (i) the Class __ Remittance Rate, in the case of the Mortgage Loans, and (ii) the rates used in calculating the Servicing Fee, the Trustee Fee, the Trust Administrator Fee and the Custodian Fee. (g) Except with respect to 38.90% of the Mortgage Loans, each Mortgage Note relating to the Mortgage Loans will provide for a schedule of substantially level and equal Monthly Payments which are, if timely paid, sufficient to fully amortize the principal balance of such Mortgage Note on or before its maturity date. (h) Each Mortgage is, with respect to the Mortgage Loans, a valid and subsisting lien of record on the Mortgaged Property (with 80.81% of the Mortgage Loans, (measured by Principal Balances as of the Cut-Off Date) being secured by first liens) subject, in the case of any second or more junior Mortgage Loan, only to any applicable Prior Liens on such Mortgaged Property and subject in all material respects legal, proper, prudent and customary cases to the exceptions to title set forth in the loan origination title insurance policy or the other evidence of title enumerated in Section 2.01(b), with respect to the related Mortgage Loan, which exceptions are generally acceptable to banking institutions in connection with its regular mortgage lending activities, and servicing businesssuch other exceptions to which similar properties are commonly subject and which do not individually, or in the aggregate, materially and adversely affect the benefits of the security intended to be provided by such Mortgage; (i) Each Immediately prior to the transfer and assignment herein contemplated, the Seller held good and indefeasible title to, and was the sole owner of, each Mortgage Loan was originated conveyed by the Seller subject to no liens, charges, mortgages, encumbrances or rights of others except as set forth in material compliance Section 3.02(h) or other liens which will be released simultaneously with all applicable Laws andsuch transfer and assignment; and immediately upon the transfer and assignment herein contemplated, the Trustee will hold good and indefeasible title, to, and be the sole owner of, each Mortgage Loan subject to the best no liens, charges, mortgages, encumbrances or rights of the Borrower's knowledge, no fraud others except as set forth in Section 3.02(h) or misrepresentation was committed by any Person in connection therewith; andother liens which will be released simultaneously with such transfer and assignment; (j) For each As of the Cut-Off Date, no Mortgage LoanLoan is 60 days or more delinquent in payment and, except as provided in the Borrower next sentence, no Mortgage Loan has obtained closing protection letters from been delinquent 60 days or more as measured at the underwriter for end of any month during the respective title insurance policy.12 months immediately preceding the Cut-Off Date. Approximately

INDIVIDUAL MORTGAGE LOANS. The Borrower hereby represents with ------------------------- respect to each Mortgage Note and Mortgage Loan that is part of the Collateral: (a) The terms of each Mortgage Note and Mortgage have not been impaired, waived, altered or modified in any respect, except by written instruments delivered to Lender and no provision of any Mortgage or Mortgage Note has been "xxxxxx out" or erased unless such modification has been initialed by each of the parties to the related Mortgage Loan. No instrument of waiver, alteration or modification has been executed, and no obligor on a Mortgage Note has been released, in whole or in part, except in connection with an assumption agreement, a copy of which assumption agreement has been delivered to Lender; (b) No Mortgage Note or Mortgage is subject to any set-off, counterclaim or defense, including the defense of usury, nor will the operation of any of the terms of any Mortgage Note or Mortgage, or the exercise of any right thereunder, render such Mortgage Note or Mortgage unenforceable, in whole or in part, or subject to any right of rescission, set-off, counterclaim or defense, including the defense of usury, and to the best knowledge of Borrower no such right of rescission, set-off, counterclaim or defense has been asserted in any proceeding or was asserted in any state or federal bankruptcy or insolvency proceeding at the time the Mortgage Loan was originated; (c) Any and all Requirements of Law applicable to each Mortgage Loan have been complied with including, without limitation, all consumer laws, usury, truth-in-lending, consumer credit protection, equal credit opportunity or disclosure laws applicable to each Mortgage Loan; (d) No Mortgage has been satisfied, cancelled, subordinated or rescinded, in whole or in part. Borrower has not waived the performance by the Mortgagor of any action, if the Mortgagor's failure to perform such action would cause the Mortgage Loan to be in default. No Mortgaged Property has been released from the lien of the related Mortgage, in whole or in part, nor has any instrument been executed that would effect any such release, cancellation, subordination or rescission, other than the subordination of the lien of a Mortgage securing a Mortgage Loan; (e) Each Mortgage is a valid, subsisting and enforceable lien on the Mortgaged Property, including the land and all buildings on the Mortgaged Property; (f) Each Mortgage Note and the related Mortgage is genuine and each is the legal, valid and binding obligation of the obligor thereof, enforceable in accordance with its terms, except as enforceability may be limited by bankruptcy, insolvency, reorganization or other similar laws affecting creditors' rights in general and by general principles of equity; (g) All parties to each Mortgage Note and the related Mortgage had legal capacity at the time to enter into the related Mortgage Loan and to execute and deliver such Mortgage Note and Mortgage, and such Mortgage Note and Mortgage have been duly and properly executed by such parties; (h) Borrower has good and marketable title to each Mortgage Note and Mortgage, was the sole owner thereof and had full right to pledge the Mortgage Loan to Lender free and clear of any Lien other than Permitted Liensencumbrance, equity, lien, pledge, charge, claim or security interest except any such lien which has been disclosed to Lender in writing and which is permitted hereunder; (bi) To the best knowledge of the Borrower, there is no default, breach, violation or event of acceleration existing under any Mortgage or the related Mortgage Note and there is no event which, with the passage of time or with notice and/or the expiration of any grace or cure period, would constitute a default, breach, violation or event of acceleration and no such default, breach, violation or event of acceleration has been waived; (cj) To the best of the knowledge of the Borrower, the physical condition of the Mortgaged Property subject to the Mortgage has not deteriorated since the date of origination of the related secured Mortgage Loan (normal wear and tear excepted) and there is no proceeding pending for the total or partial condemnation of any Mortgaged Property; (dk) Each Mortgage contains customary and enforceable provisions such as to render the rights and remedies of the holder thereof adequate for the realization against the related Mortgaged Property subject to the Mortgage of the benefits of the security provided thereby, including, (i) in the case of a Mortgage designated as a deed of trust, by trustee's sale, and (ii) otherwise, by judicial foreclosure; (e) Each Mortgage Loan is a first lien or second lien Single Family loan, and has been underwritten by the originator thereof in accordance with such originator's then current underwriting guidelines; provided that (i) the aggregate amount of Second Lien/HELOC Loans does not exceed the Applicable Sublimit for Second Lien/HELOC Loans, (ii) the aggregate amount of all Wet Loans does not exceed the Applicable Sublimit for Wet Loans, and (iii) the aggregate amount of Jumbo Loans does not exceed the Applicable Sublimit for Jumbo Loans; (f) Each Mortgage Note is either (i) payable in monthly installments of principal and interest, with interest payable in arrears, and requires a monthly payment which is sufficient to amortize the original principal balance over the original term, not to exceed thirty (30) years, and to pay interest at the related interest rate, or (ii) payable in monthly installments of interest only, with interest payable in arrears, with principal payments to begin no later than ten (10) years from closing with payments which are sufficient to fully amortize the original principal balance over a period not to exceed thirty (30) years; and no Mortgage Note provides for any extension of the original term; (g) No Mortgage Loan is a loan in respect of either the purchase of a manufactured home or mobile home or the purchase of the land on which a manufactured home or mobile home will be placed; (h) The origination practices used by the originator of the Mortgage Loans and the collection practices used by the Borrower with respect to each Mortgage Loan have been in all material respects legal, proper, prudent and customary in the loan origination and servicing business; (i) Each Mortgage Loan was originated in material compliance with all applicable Laws and, to the best of the Borrower's knowledge, no fraud or misrepresentation was committed by any Person in connection therewith; and (j) For each Mortgage Loan, the Borrower has obtained closing protection letters from the underwriter for the respective title insurance policy.

INDIVIDUAL MORTGAGE LOANS. The Borrower (a) With respect to the Mortgage Loans, the Depositor hereby represents and warrants to the Trustee, the Certificate Insurer and the Certificateholders, with respect to each Initial Mortgage Loan, as of the Closing Date, and with respect to each Subsequent Mortgage Loan, as of the related Subsequent Transfer Date the following, subject to Section 2.10(c) and 2.10(d) above and modified to the extent stated therein in the case of Subsequent Mortgage Loans: (i) The information with respect to each Mortgage Note and Loan set forth in the related Mortgage Loan that Schedule is part true and correct; (ii) All of the Collateral:original or certified documentation required to be delivered by the Depositor to the Trustee or to the Custodian on the Closing Date or a Subsequent Transfer Date or as otherwise provided in Section 2.04 above has or will be so delivered as provided; (aiii) The Borrower has Each Mortgaged Property is improved by a Single Family Property, Multifamily Property or Mixed Use Property, which, to the best of the Depositor's knowledge, does not include cooperatives or mobile homes and does not constitute other than real property under state law. To the best of the Depositor's knowledge, no Mortgaged Property is a manufactured housing unit, as defined in the FNMA/FHLMC Seller-Servicer's Guide; (iv) Each Mortgage Loan is being serviced by the Servicer or one or more Subservicers; (v) Except with respect to liens released immediately prior to the transfer herein contemplated, immediately prior to the transfer and assignment herein contemplated, the Depositor held good and marketable indefeasible title to each Mortgage Note to, and Mortgage, was the sole owner thereof and had full right to pledge the of, each Mortgage Loan subject to Lender free no liens, charges, mortgages, encumbrances or rights of others; and clear immediately upon the transfer and assignment herein contemplated, the Trustee will hold good and indefeasible title to, and be the sole owner of, each Mortgage Loan subject to no liens, charges, mortgages, encumbrances or rights of any Lien other than Permitted Liensothers; (bvi) To There is no delinquent tax or assessment lien on any Mortgaged Property, and each Mortgaged Property is free of material damage and is in average repair; (vii) The Mortgage Loan is not subject to any right of rescission, set-off, counterclaim or defense, including the knowledge defense of usury, nor will the operation of any of the Borrowerterms of the Mortgage Note or the Mortgage, there or the exercise of any right thereunder, render either the Mortgage Note or the Mortgage unenforceable in whole or in part, or subject to any right of rescission, set-off, counterclaim or defense, including the defense of usury, and no such right of rescission, set-off, counterclaim or defense has been asserted with respect thereto; (viii) There is no defaultmechanics' lien or claim for work, breachlabor or material affecting any Mortgaged Property which is or may be a lien prior to, violation or event equal with, the lien of acceleration existing such Mortgage except those which are insured against by the title insurance policy referred to in Section 3.02(a)(x) below; (ix) Each Mortgage Loan at the time it was made complied in all material respects with applicable state and federal laws and regulations, including, without limitation, usury, equal credit opportunity and disclosure laws; (x) With respect to each Mortgage Loan, a written commitment for a lender's title insurance policy, issued in standard American Land Title Association or California Land Title Association form, or other form acceptable in a particular jurisdiction, by a title insurance company authorized to transact business in the state in which the related Mortgaged Property is situated, together with a condominium endorsement, if applicable, in an amount at least equal to the original Principal Balance of such Mortgage Loan insuring the mortgagee's interest under any Mortgage or the related Mortgage Note Loan as the holder of a valid first or second mortgage lien of record with respect to Sub-Pool 1, or a valid first mortgage lien of record with respect to Sub-Pool 2, on the real property described in the Mortgage, subject only to exceptions of the character referred to in Section 3.02(a)(v) above, was effective on the date of the origination of such Mortgage Loan, and, as of the Closing Date, such commitment will be valid and there thereafter the policy issued pursuant to such commitment shall continue in full force and effect. With respect to each Mortgage Loan, the mortgagee is no event whichthe sole named insured of such mortgage title insurance policy, with and such mortgage title insurance policy is in full force and effect and will be in full force and effect and inure to the passage benefit of time or with notice and/or the expiration Trustee upon the consummation of any grace or cure period, would constitute a default, breach, violation or event of acceleration the transactions contemplated by this Agreement. No claims have been made under such mortgage title insurance policy and no prior holder of the related Mortgage, including the mortgagee, has done, by act or omission, anything that would impair the coverage of such default, breach, violation or event of acceleration has been waivedmortgage title insurance policy; (cxi) To The improvements upon each Mortgaged Property are covered by a valid and existing hazard insurance policy with a generally acceptable carrier that provides for fire and extended coverage representing coverage described in Sections 5.07 and 5.08; (xii) A flood insurance policy is in effect with respect to each Mortgaged Property with a generally acceptable carrier in an amount representing coverage described in Sections 5.07 or 5.08, if and to the knowledge extent required by such Section 5.07 or 5.08; (xiii) Each Mortgage and Mortgage Note is the legal, valid and binding obligation of the Borrowermaker thereof and is enforceable in accordance with its terms, except only as such enforcement may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting the physical condition enforcement of creditors' rights generally and by general principles of equity (whether considered in a proceeding or action in equity or at law), and all parties to each Mortgage Loan had full legal capacity to execute all Mortgage Loan documents and convey the estate therein purported to be conveyed; (xiv) The Depositor has caused or will cause to be performed any and all acts required to be performed to preserve the rights and remedies of the Property subject Trustee in any insurance policies applicable to the Mortgage Loans including, without limitation, any necessary notifications of insurers, assignments of policies or interests therein, and establishments of co-insured, joint loss payee and mortgagee rights in favor of the Trustee; (xv) The terms of the Mortgage Note and the Mortgage have not been impaired, altered or modified in any material respect, except by a written instrument which has been recorded or is in the process of being recorded, if necessary, to protect the interest of the Certificateholders and which has been or will be delivered to the Trustee or the Custodian. The substance of any such alteration or modification is reflected on the related Mortgage Loan Schedule. Each original Mortgage was recorded, and all subsequent assignments of the original Mortgage have been recorded in the appropriate jurisdictions wherein such recordation is necessary to perfect the lien thereof as against creditors of the Depositor (or, subject to Section 2.04 above, are in the process of being recorded, or are, in the Opinion of Counsel to the Depositor, not required to be recorded); (xvi) No instrument of release or waiver has been executed in connection with the Mortgage Loan, and no Mortgagor has been released, in whole or in part; (xvii) There are no defaults in complying with the terms of the Mortgage, and all taxes, governmental assessments, insurance premiums, water, sewer and municipal charges, leasehold payments or ground rents which previously became due and owing have been paid, or an escrow of funds has been established in an amount sufficient to pay for every such item which remains unpaid and which has been assessed but is not yet due and payable. Except for payments in the nature of escrow payments, including without limitation, taxes and insurance payments, the Servicer has not deteriorated since advanced funds, or induced, solicited or knowingly received any advance of funds by a party other than the Mortgagor, directly or indirectly, for the payment of any amount required by the Mortgage, except for interest accruing from the date of origination the Mortgage Note or date of disbursement of the related secured Mortgage Loan proceeds, whichever is greater, to the day which precedes by one month the Due Date of the first installment of principal and interest; (normal wear and tear exceptedxviii) and there There is no proceeding pending or threatened for the total or partial condemnation of any the Mortgaged Property, nor is such a proceeding currently occurring, and such property is undamaged by waste, fire, earthquake or earth movement, windstorm, flood, tornado or other casualty, so as to affect adversely the value of the Mortgaged Property as security for the Mortgage Loan or the use for which the premises were intended; (xix) To the best of the Depositor's knowledge, all of the improvements which were included for the purpose of determining the appraised value of the Mortgaged Property lie wholly within the boundaries and building restriction lines of such property, and no improvements on adjoining properties encroach upon the Mortgaged Property; (dxx) Each To the best of the Depositor's knowledge, no improvement located on or being part of the Mortgaged Property is in violation of any applicable zoning law or regulation. To the best of the Depositor's knowledge, all inspections, licenses and certificates required to be made or issued with respect to all occupied portions of the Mortgaged Property and, with respect to the use and occupancy of the same, including but not limited to certificates of occupancy and fire underwriting certificates, have been made or obtained from the appropriate authorities and the Mortgaged Property is lawfully occupied under applicable law; (xxi) The proceeds of the Mortgage contains customary Loan have been fully disbursed, and enforceable provisions such there is no obligation on the part of the mortgagee to make future advances thereunder. Any and all requirements as to render completion of any on-site or off-site improvements and as to disbursements of any escrow funds therefor have been complied with. All costs, fees and expenses incurred in making or closing or recording the rights and remedies Mortgage Loans were paid; (xxii) Except with respect to certain of the holder thereof adequate for the realization against Sub-Pool 1 Multifamily Loans and Sub-Pool 1 Mixed Use Loans, the related Property subject to Mortgage Note is not and has not been secured by any collateral, pledged account or other security except the Mortgage lien of the benefits of the security provided therebycorresponding Mortgage and, including, (i) in the case of such Sub-Pool 1 Multifamily Loans and Sub-Pool 1 Mixed Use Loans, the related Assignment of Leases and UCC financing statements, if any. (xxiii) No Mortgage Loan was originated under a buydown plan; (xxiv) There is no obligation on the part of the Depositor or any other party to make payments in addition to those made by the Mortgagor; (xxv) With respect to each Mortgage designated as constituting a deed of trust, a trustee, duly qualified under applicable law to serve as such, has been properly designated and currently so serves and is named in such Mortgage, and no fees or expenses are or will become payable by the Certificateholders to the trustee under the deed of trust, except in connection with a trustee's sale, and (ii) otherwise, sale after default by judicial foreclosurethe Mortgagor; (e) Each Mortgage Loan is a first lien or second lien Single Family loan, and has been underwritten by the originator thereof in accordance with such originator's then current underwriting guidelines; provided that (i) the aggregate amount of Second Lien/HELOC Loans does not exceed the Applicable Sublimit for Second Lien/HELOC Loans, (ii) the aggregate amount of all Wet Loans does not exceed the Applicable Sublimit for Wet Loans, and (iii) the aggregate amount of Jumbo Loans does not exceed the Applicable Sublimit for Jumbo Loans; (f) Each Mortgage Note is either (i) payable in monthly installments of principal and interest, with interest payable in arrears, and requires a monthly payment which is sufficient to amortize the original principal balance over the original term, not to exceed thirty (30) years, and to pay interest at the related interest rate, or (ii) payable in monthly installments of interest only, with interest payable in arrears, with principal payments to begin no later than ten (10) years from closing with payments which are sufficient to fully amortize the original principal balance over a period not to exceed thirty (30) years; and no Mortgage Note provides for any extension of the original term; (gxxvi) No Mortgage Loan is has a loan in respect of either shared appreciation feature, or other contingent interest feature. No Mortgage Loan provides for deferred interest or negative amortization. No Sub-Pool 2 Mortgage Loan requires or permits the purchase of Mortgagor to convert the Mortgage Rate to a manufactured home or mobile home or the purchase of the land on which a manufactured home or mobile home will be placedfixed rate; (hxxvii) All parties which have had any interest in the Mortgage Loan, whether as mortgagee, assignee, pledgee or otherwise, are (or, during the period in which they held and disposed of such interest, were) (1) in compliance with any and all applicable licensing requirements of the laws of the state wherein the Mortgaged Property is located, and (2)(A) organized under the laws of such state, or (B) qualified to do business in such state, or (C) federal savings and loan associations or national banks having principal offices in such state, or (D) not doing business in such state so as to require qualification or licensing; (xxviii) The origination practices used by Mortgage contains a customary provision for the originator acceleration of the payment of the unpaid principal balance of the Mortgage Loans and the collection practices used by the Borrower with respect to each Mortgage Loan have been in all material respects legal, proper, prudent and customary in the loan origination and servicing business; (i) Each Mortgage Loan was originated in material compliance with all applicable Laws and, to event the best related Mortgaged Property is sold without the prior consent of the Borrower's knowledge, no fraud or misrepresentation was committed by any Person in connection therewith; and (j) For each Mortgage Loan, the Borrower has obtained closing protection letters from the underwriter for the respective title insurance policy.mortgagee thereunder;

INDIVIDUAL MORTGAGE LOANS. The Borrower hereby represents with respect to each Mortgage Note and Mortgage Loan that is part of the Collateral: (a) The Borrower has good and marketable title to each Mortgage Note and Mortgage, was the sole owner thereof and had full right to pledge the Mortgage Loan to Lender free and clear of any Lien other than Permitted Liens; (b) To the knowledge of the Borrower, there is no default, breach, violation violation, or event of acceleration existing under any Mortgage or the related Mortgage Note and there is no event which, with the passage of time or with notice and/or the expiration of any grace or cure period, would constitute a default, breach, violation violation, or event of acceleration and no such default, breach, violation violation, or event of acceleration has been waived; (c) To the knowledge of the Borrower, the physical condition of the Property subject to the Mortgage has not deteriorated since the date of origination of the related secured Mortgage Loan (normal wear and tear excepted) and there is no proceeding pending for the total or partial condemnation of any Mortgaged Property; (d) Each Mortgage contains customary and enforceable provisions such as to render the rights and remedies of the holder thereof adequate for the realization against the related Property subject to the Mortgage of the benefits of the security provided thereby, including, (i) in the case of a Mortgage designated as a deed of trust, by trustee's sale, and (ii) otherwise, by judicial foreclosure; (e) Each Mortgage Loan is a first lien or second lien Single Family loan, and has been underwritten by the originator thereof in accordance with such originator's then current underwriting guidelines; provided that that, (i) the aggregate amount of Second Lien/HELOC Loans does not exceed the Applicable Sublimit for Second Lien/HELOC Loans, (ii) the aggregate amount of all Wet Loans does not exceed the Applicable Sublimit for Wet Loans, and (iii) the aggregate amount of Jumbo Loans does not exceed the Applicable Sublimit for Jumbo Loans; (f) Each Mortgage Note is either (i) payable in monthly installments of principal and interest, with interest payable in arrears, and requires a monthly payment which is sufficient to amortize the original principal balance over the original term, not to exceed thirty (30) years, and to pay interest at the related interest rate, or (ii) payable in monthly installments of interest only, with interest payable in arrears, with principal payments to begin no later than ten (10) years from closing with payments which are sufficient to fully amortize the original principal balance over a period not to exceed thirty (30) years; and no Mortgage Note provides for any extension of the original term; (g) No Mortgage Loan is a loan in respect of either the purchase of a manufactured home or mobile home or the purchase of the land on which a manufactured home or mobile home will be placed; (h) The origination practices used by the originator of the Mortgage Loans and the collection practices used by the Borrower with respect to each Mortgage Loan have been in all material respects legal, proper, prudent and customary in the loan origination and servicing business; (i) Each Mortgage Loan was originated in material compliance with all applicable Laws and, to the best of the Borrower's ’s knowledge, no fraud or misrepresentation was committed by any Person in connection therewith; and (j) For each Mortgage Loan, the Borrower has obtained closing protection letters from the underwriter for the respective title insurance policy.

INDIVIDUAL MORTGAGE LOANS. The Borrower hereby represents with respect to each Mortgage Note and Mortgage Loan that is part of the Collateral: (a) The Borrower has good and marketable title to each Mortgage Note and Mortgage, was the sole owner thereof and had full right to pledge the Mortgage Loan to Lender Agent free and clear of any Lien other than Permitted LiensLien; (b) To the best knowledge of the Borrower, there is no default, breach, violation or event of acceleration existing under any Mortgage or the related Mortgage Note (other than with respect to Repurchased Defaulted Mortgages) and there is no event which, with the passage of time or with notice and/or the expiration of any grace or cure period, would constitute a default, breach, violation or event of acceleration and no such default, breach, violation or event of acceleration has been waived; (c) To the best of the knowledge of the Borrower, the physical condition of the Property subject to the Mortgage has not deteriorated since the date of origination of the related secured Mortgage Loan (normal wear and tear excepted) and there is no proceeding pending for the total or partial condemnation of any Mortgaged Property; (d) Each Mortgage contains customary and enforceable provisions such as to render the rights and remedies of the holder thereof adequate for the realization against the related Property subject to the Mortgage of the benefits of the security provided thereby, including, (i) in the case of a Mortgage designated as a deed of trust, by trustee's sale, and (ii) otherwise, by judicial foreclosure; (e) Each Mortgage Loan is a first lien or second lien Single Family one-to-four-family loan, and has been underwritten by the originator thereof in accordance with such originator's then current underwriting guidelines; provided that (i) the aggregate amount of Second Lien/HELOC Loans does not exceed the Applicable Sublimit for Second Lien/HELOC Loans, (ii) the aggregate amount of all Wet Loans does not exceed the Applicable Sublimit for Wet Loans, and (iii) the aggregate amount of Jumbo Loans does not exceed the Applicable Sublimit for Jumbo Loans; (f) Each Mortgage Note (other than with respect to Eligible Tranche C Mortgage Loans) is either (i) payable in monthly installments of principal and interest, with interest payable in arrears, and requires a monthly payment which is sufficient to amortize the original principal balance over the original term, not to exceed thirty (30) years, term 41 and to pay interest at the related interest rate, or (ii) payable in monthly installments of interest only, with interest payable in arrears, with principal payments to begin no later than ten (10) years from closing with payments which are sufficient to fully amortize the original principal balance over a period not to exceed thirty (30) years; and no Mortgage Note (except for any Mortgage Note evidencing an Eligible Tranche C Mortgage Loan) provides for any extension of the original term; (g) No Except for Eligible Manufactured Housing Mortgage Loans, no Mortgage Loan is a loan in respect of either the purchase of a manufactured home Manufactured Home or mobile home or the purchase of the land on which a manufactured home Manufactured Home or mobile home will be placed; (h) The origination practices used by the originator of the Mortgage Loans and the collection practices used by the Borrower with respect to each Mortgage Loan have been in all material respects legal, proper, prudent and customary in the loan origination and servicing business; (i) Each Mortgage Loan was originated in material compliance with all applicable Laws and, to the best of the Borrower's knowledge, laws and no fraud or misrepresentation was committed by any Person in connection therewith; and (j) For each Any Eligible Manufactured Housing Mortgage LoanLoan originated in the State of Texas, was originated pursuant to Section 347 of the Borrower has obtained closing protection letters from the underwriter for the respective title insurance policyTexas Finance Code.

INDIVIDUAL MORTGAGE LOANS. The Borrower hereby represents with ------------------------- respect to each Mortgage Note and Mortgage Loan that is part of the Collateral: (a) The Borrower has good and marketable title to each Mortgage Note and Mortgage, was the sole owner thereof and had full right to pledge the Mortgage Loan to Lender Agent free and clear of any other Lien other than Permitted Liensexcept any such Lien which has been disclosed to Agent in writing and which is permitted hereunder; (b) To the best knowledge of the Borrower, there is no default, breach, violation or event of acceleration existing under any Mortgage or the related Mortgage Note and there is no event which, with the passage of time or with notice and/or the expiration of any grace or cure period, would constitute a default, breach, violation or event of acceleration and no such default, breach, violation or event of acceleration has been waived; (c) To the best of the knowledge of the Borrower, the physical condition of the Property subject to the Mortgage has not deteriorated since the date of origination of the related secured Mortgage Loan (normal wear and tear excepted) and there is no proceeding pending for the total or partial condemnation of any Mortgaged Property; (d) Each Mortgage contains customary and enforceable provisions such as to render the rights and remedies of the holder thereof adequate for the realization against the related Property subject to the Mortgage of the benefits of the security provided thereby, including, (i) in the case of a Mortgage designated as a deed of trust, by trustee's sale, and (ii) otherwise, by judicial foreclosure; (e) Each Mortgage Loan is a first lien or second lien Single Family one-to-four-family loan, and has been underwritten by the originator thereof in accordance with such originator's then current underwriting guidelines; provided that (i) the aggregate amount of Second Lien/HELOC Loans does not exceed the Applicable Sublimit for Second Lien/HELOC Loans, (ii) the aggregate amount of all Wet Loans does not exceed the Applicable Sublimit for Wet Loans, and (iii) the aggregate amount of Jumbo Loans does not exceed the Applicable Sublimit for Jumbo Loans; (f) Each Mortgage Note (other than with respect to Eligible Tranche B Mortgage Loans) is either (i) payable in monthly installments of principal and interest, with interest payable in arrears, and requires a monthly payment which is sufficient to amortize the original principal balance over the original term, not to exceed thirty (30) years, term and to pay interest at the related interest rate, or (ii) payable in monthly installments of interest only, with interest payable in arrears, with principal payments to begin no later than ten (10) years from closing with payments which are sufficient to fully amortize the original principal balance over a period not to exceed thirty (30) years; and no Mortgage Note (except for any Mortgage Note evidencing an Eligible Tranche B Mortgage Loan) provides for any extension of the original term; (g) No Except for Eligible Manufactured Housing Mortgage Loans, no Mortgage Loan is a loan in respect of either the purchase of a manufactured home Manufactured Home or mobile home or the purchase of the land on which a manufactured home Manufactured Home or mobile home will be placed; (h) The origination practices used by the originator of the Mortgage Loans and the collection practices used by the Borrower with respect to each Mortgage Loan have been in all material respects legal, proper, prudent and customary in the loan origination and servicing business; (i) Each Mortgage Loan was originated in material compliance with all applicable Laws and, to the best of the Borrower's knowledge, laws and no fraud or misrepresentation was committed by any Person in connection therewith; and (j) For each Any Eligible Manufactured Housing Mortgage LoanLoan originated in the State of Texas, was originated pursuant to Chapter 6A of the Borrower has obtained closing protection letters from the underwriter for the respective title insurance policyTexas Consumer Credit Code.

INDIVIDUAL MORTGAGE LOANS. The Borrower Company hereby represents and warrants to and agrees with respect Purchaser that, as to each Mortgage Note and Mortgage Loan that is part Loan, as of the Collateralits Closing Date or Funding Date, as applicable: (a) The Borrower has information with respect to such Mortgage Loan uploaded on the UBS Website with respect to such Mortgage Loan is complete, true and correct in all material respects; (b) The Mortgage and the Mortgage Note have not been assigned or pledged, and, immediately prior to the transfer thereof to the Purchaser pursuant to Section 2.1, the Seller had good and marketable title to each Mortgage Note thereto, and Mortgage, was the Seller is the sole owner thereof and had full right to pledge the holder of such Mortgage Loan to Lender free and clear of any Lien and all liens, claims, encumbrances, participation interests, equities, pledges, charges, or security interests of any nature and has full right and authority, subject to no interest or participation of, or agreement with, any other than Permitted Liensparty, to sell and assign such Mortgage Loan pursuant to this Agreement. Upon the transfer thereof to the Purchaser pursuant to Section 2.1, the Seller will have taken all actions necessary on its part to be taken so that the Purchaser will have good indefeasible title to, and will be sole owner of, the Mortgage and the Mortgage Note, free and clear of any and all liens, claims, encumbrances, participation interests, equities, pledges, charges, or security interests of any nature, subject to bankruptcy, insolvency, moratorium, reorganization and similar laws relating to or limiting the enforcement of creditor’s rights generally; (bc) To For each Mortgage Loan that is not a Co-op Loan, the knowledge Mortgage is a valid, subsisting and enforceable first lien on the Mortgaged Property including all buildings, fixtures, installations and improvements to the Mortgaged Property, and the Mortgaged Property is free and clear of all encumbrances and liens having parity with or priority over the first lien of the BorrowerMortgage except for (i) the lien of current real property taxes and assessments not yet due and payable, there (ii) covenants, conditions and restrictions, rights of way, easements, mineral right reservations and other matters of public record as of the date of recording of such Mortgage, such exceptions generally being acceptable under prudent mortgage lending standards and specifically reflected in the appraisal made in connection with the origination of such Mortgage Loan, and (iii) other matters to which like properties are commonly subject that do not materially interfere with the value, use, enjoyment or marketability of the Mortgaged Property. With respect to a Mortgage Loan that is a Co-op Loan, the Mortgage creates a first lien or a first priority ownership interest in the stock ownership and leasehold rights associated with the cooperative unit securing the related Mortgage Note; (d) The terms of the Mortgage and the Mortgage Note have not been impaired, waived, altered, or modified in any respect, except by a written instrument which has been recorded, if necessary, to protect the interest of the Purchaser and which has been delivered to the Purchaser. The substance of any such alteration or modification has been approved, to the extent necessary, by the insurer under the applicable mortgage title insurance policy; (e) No instrument of release, waiver, alteration, or modification has been executed in connection with such Mortgage Loan or Mortgaged Property, and no Mortgagor has been released, in whole or in part, except in connection with an assumption agreement which is part of the Mortgage File and has been delivered to the Purchaser; (f) There is no default, breach, violation violation, or event of acceleration existing under any the Mortgage or the related Mortgage Note and there is no event which, with the passage of time or with notice and/or and the expiration of any grace or cure period, would constitute such a default, breach, violation violation, or event of acceleration acceleration, and no neither the Seller nor any prior seller or servicer, has waived any such default, breach, violation violation, or event of acceleration acceleration. All taxes, governmental assessments (including assessments payable in future installments), water, sewer and municipal charges, insurance premiums, leasehold payments, or ground rents which previously became due and owing in respect of or affecting the related Mortgaged Property have been paid, or an escrow of funds has been waivedestablished in an amount sufficient to pay for every such item which remains unpaid and which has been assessed but is not yet due and payable. The Seller has not advanced funds, or induced, solicited, or knowingly received any advance of funds by a party other than the Mortgagor, directly or indirectly, for the payment of any amount required by the Mortgage or the Mortgage Note. There has been no delinquency, exclusive of any grace period, in any payment by the Mortgagor on any Mortgage Loan during the last twelve (12) months. All payments due on or prior to the related Funding Date for such Mortgage Loan have been made as of the related Funding Date, the Mortgage Loan is not delinquent in payment more than 30 days and has not been dishonored; (cg) To the knowledge The Mortgaged Property is free of the Borrowermaterial damage and in good repair, the physical condition of the Property subject to the Mortgage has not deteriorated since the date of origination of the related secured Mortgage Loan (normal wear and tear excepted) and there is no proceeding pending or threatened for the total or partial condemnation of the Mortgaged Property, nor has any notice of any such pending or threatened proceeding been received or is such a proceeding currently occurring, so as to adversely impair the value or marketability of the Mortgaged Property; (dh) Each Mortgage contains customary There are no mechanics’ or similar liens or claims which have been filed for work, labor, or material (and enforceable provisions no rights are outstanding that under law could give rise to such as to render lien) which are, or may be, liens prior or equal to, or coordinate with, the rights and remedies lien of the holder thereof adequate for the realization against the related Property subject to the Mortgage of the benefits of the security provided thereby, including, (i) in the case of a Mortgage designated as a deed of trust, by trustee's sale, and (ii) otherwise, by judicial foreclosure; (e) Each Mortgage Loan is a first lien or second lien Single Family loan, and has been underwritten by the originator thereof in accordance with such originator's then current underwriting guidelines; provided that (i) the aggregate amount of Second Lien/HELOC Loans does not exceed the Applicable Sublimit for Second Lien/HELOC Loans, (ii) the aggregate amount of all Wet Loans does not exceed the Applicable Sublimit for Wet Loans, and (iii) the aggregate amount of Jumbo Loans does not exceed the Applicable Sublimit for Jumbo Loans; (f) Each Mortgage Note is either (i) payable in monthly installments of principal and interest, with interest payable in arrears, and requires a monthly payment which is sufficient to amortize the original principal balance over the original term, not to exceed thirty (30) years, and to pay interest at the related interest rate, or (ii) payable in monthly installments of interest only, with interest payable in arrears, with principal payments to begin no later than ten (10) years from closing with payments which are sufficient to fully amortize the original principal balance over a period not to exceed thirty (30) years; and no Mortgage Note provides for any extension of the original term; (g) No Mortgage Loan is a loan in respect of either the purchase of a manufactured home or mobile home or the purchase of the land on which a manufactured home or mobile home will be placed; (h) The origination practices used by the originator of the Mortgage Loans and the collection practices used by the Borrower with respect to each Mortgage Loan have been in all material respects legal, proper, prudent and customary in the loan origination and servicing businessMortgage; (i) Each All of the improvements which were included for the purpose of determining the Appraised Value of the Mortgaged Property were completed at the time that such Mortgage Loan was originated in material compliance and lie wholly within the boundaries and building restriction lines of such Mortgaged Property and all improvements on the property comply with all applicable Laws and, to zoning and subdivision laws and ordinances. Except for de minimis encroachments permitted by the best of Fanxxx Xxe Xxides (MBS Special Servicing Option) or the Borrower's knowledgeFrexxxx Xxc Guide, no fraud or misrepresentation was committed by any Person in connection therewith; andimprovements on adjoining properties encroach upon the Mortgaged Property; (j) For each Mortgage LoanAll parties that have had any interest in the Mortgage, whether as mortgagee, assignee, pledgee, or otherwise, are (or, during the Borrower has obtained closing protection letters from the underwriter for the respective title insurance policy.period in which they held and disposed of such interest, were)

INDIVIDUAL MORTGAGE LOANS. The Borrower hereby represents with respect to each Mortgage Note and Mortgage Loan that is part of the Collateral: (a) The Borrower has good and marketable title to each Mortgage Note and Mortgage, was the sole owner thereof and had full right to pledge the Mortgage Loan to Lender free and clear of any Lien other than Permitted LiensLien; (b) To the knowledge of the Borrower, there is no default, breach, violation or event of acceleration existing under any Mortgage or the related Mortgage Note and there is no event which, with the passage of time or with notice and/or the expiration of any grace or cure period, would constitute a default, breach, violation or event of acceleration and no such default, breach, violation or event of acceleration has been waived; (c) To the knowledge of the Borrower, the physical condition of the Property subject to the Mortgage has not deteriorated since the date Date of origination Origination of the related secured Mortgage Loan (normal wear and tear excepted) and there is no proceeding pending for the total or partial condemnation of any Mortgaged Property; (d) Each Mortgage contains customary and enforceable provisions such as to render the rights and remedies of the holder thereof adequate for the realization against the related Property subject to the Mortgage of the benefits of the security provided thereby, including, (i) in the case of a Mortgage designated as a deed of trust, by trustee's sale, and (ii) otherwise, by judicial foreclosure; (e) Each Mortgage Loan is a first lien or second lien Single Family one-to-eight-family loan, and has been underwritten by the originator thereof in accordance with such originator's then current underwriting guidelines; provided that (i) the aggregate amount Unit Collateral Value of Second Lien/HELOC all Jumbo Loans does not exceed the Applicable Sublimit for Second Lien/HELOC Loans, Jumbo Sublimit; (ii) the aggregate amount Unit Collateral Value of all Super Jumbo Loans does not exceed the Super Jumbo Sublimit; (iii) the Unit Collateral Value of all Second Lien Loans does not exceed the Second Lien Loan Sublimit; (iv) the Unit Collateral Value of all Non-Conforming Loans does not exceed the Non-Conforming Sublimit; (v) the Unit Collateral Value of all Construction/Perm Loans does not exceed the Construction/Perm Sublimit; (vi) the Unit Collateral Value of all Investment Loans does not exceed the Investment Sublimit; and (vii) the Unit Collateral Value of all Wet Loans does not exceed the Applicable Sublimit for Wet Loans, and (iii) the aggregate amount of Jumbo Loans does not exceed the Applicable Sublimit for Jumbo LoansWarehousing Sublimit; (f) Each Mortgage Note is either (i) payable in monthly installments of principal and interest, with interest payable in arrears, and requires a monthly payment which is sufficient to amortize the original principal balance over the original term, not to exceed thirty (30) years, term and to pay interest at the related interest rate, or rate (iiunless such Mortgage Note provides for interest-only payments) payable in monthly installments of interest only, with interest payable in arrears, with principal payments to begin no later than ten (10) years from closing with payments which are sufficient to fully amortize the original principal balance over for a period not to exceed thirty (30) yearscertain period; and no Mortgage Note provides for any extension of the original term; (g) No Mortgage Loan is a loan in respect of either the purchase of a manufactured home or mobile home or the purchase of the land on which a manufactured home or mobile home will be placed; (h) The origination practices used by the originator of the Mortgage Loans and the collection practices used by the Borrower with respect to each Mortgage Loan have been in all material respects legal, proper, prudent and customary in the loan origination and servicing business; (i) Each Mortgage Loan was originated in material compliance with all applicable Laws and, to the best of the Borrower's knowledge, and no fraud or misrepresentation was committed by any Person in connection therewith; and (j) For each Each Mortgage Loan, Loan matures within thirty (30) years after the Borrower has obtained closing protection letters from the underwriter for the respective title insurance policyDate of Origination thereof.

INDIVIDUAL MORTGAGE LOANS. The Borrower hereby represents with respect to each Mortgage Note and Mortgage Loan that is part of the Collateral: (a) The Borrower has good and marketable title to each Mortgage Note and Mortgage, was the sole owner thereof and had full right to pledge the Mortgage Loan to Lender Agent free and clear of any Lien other than Permitted LiensLien; (b) To the best knowledge of the Borrower, there is no default, breach, violation or event of acceleration existing under any Mortgage or the related Mortgage Note (other than with respect to Repurchased Defaulted Mortgages) and there is no event which, with the passage of time or with notice and/or the expiration of any grace or cure period, would constitute a default, breach, violation or event of acceleration and no such default, breach, violation or event of acceleration has been waived; (c) To the best of the knowledge of the Borrower, the physical condition of the Property subject to the Mortgage has not deteriorated since the date of origination of the related secured Mortgage Loan (normal wear and tear excepted) and there is no proceeding pending for the total or partial condemnation of any Mortgaged Property; (d) Each Mortgage contains customary and enforceable provisions such as to render the rights and remedies of the holder thereof adequate for the realization against the related Property subject to the Mortgage of the benefits of the security provided thereby, including, (i) in the case of a Mortgage designated as a deed of trust, by trustee's sale, and (ii) otherwise, by judicial foreclosure; (e) Each Mortgage Loan is a first lien or second lien Single Family one-to-four-family loan, and has been underwritten by the originator thereof in accordance with such originator's then current underwriting guidelines; provided that (i) the aggregate amount of Second Lien/HELOC Loans does not exceed the Applicable Sublimit for Second Lien/HELOC Loans, (ii) the aggregate amount of all Wet Loans does not exceed the Applicable Sublimit for Wet Loans, and (iii) the aggregate amount of Jumbo Loans does not exceed the Applicable Sublimit for Jumbo Loans; (f) Each Mortgage Note (other than with respect to Eligible Tranche C Mortgage Loans) is either (i) payable in monthly installments of principal and interest, with interest payable in arrears, and requires a monthly payment which is sufficient to amortize the original principal balance over the original term, not to exceed thirty (30) years, term and to pay interest at the related interest rate, or (ii) payable in monthly installments of interest only, with interest payable in arrears, with principal payments to begin no later than ten (10) years from closing with payments which are sufficient to fully amortize the original principal balance over a period not to exceed thirty (30) years; and no Mortgage Note (except for any Mortgage Note evidencing an Eligible Tranche C Mortgage Loan) provides for any extension of the original term; (g) No Except for Eligible Manufactured Housing Mortgage Loans, no Mortgage Loan is a loan in respect of either the purchase of a manufactured home Manufactured Home or mobile home or the purchase of the land on which a manufactured home Manufactured Home or mobile home will be placed; (h) The origination practices used by the originator of the Mortgage Loans and the collection practices used by the Borrower with respect to each Mortgage Loan have been in all material respects legal, proper, prudent and customary in the loan origination and servicing business; (i) Each Mortgage Loan was originated in material compliance with all applicable Laws and, to the best of the Borrower's knowledge, laws and no fraud or misrepresentation was committed by any Person in connection therewith; and (j) For each Any Eligible Manufactured Housing Mortgage LoanLoan originated in the State of Texas, was originated pursuant to Section 347 of the Borrower has obtained closing protection letters from the underwriter for the respective title insurance policyTexas Finance Code.

INDIVIDUAL MORTGAGE LOANS. The Borrower Each Originator hereby represents and warrants to the Trustee and the Certificateholders, with respect to each Initial Mortgage Note and Mortgage Loan that is part Loan, as of the CollateralClosing Date and, with respect to each Subsequent Mortgage Loan, as of the related Subsequent Transfer Date: (a) The Borrower has good and marketable title information with respect to each Mortgage Note and Mortgage, was the sole owner thereof and had full right to pledge Loan set forth in the Mortgage Loan to Lender free Schedule is true and clear of any Lien other than Permitted Lienscorrect; (b) To the knowledge All of the Borroweroriginal or certified documentation set forth in Section 2.04 (including all material documents related thereto) has been or will be delivered to the Trustee on the Closing Date or, there is no defaultwith respect to the Subsequent Mortgage Loans, breach, violation or event of acceleration existing under any Mortgage or on the related Mortgage Note and there is no event whichSubsequent Transfer Date, with the passage of time or with notice and/or the expiration of any grace or cure period, would constitute a default, breach, violation or event of acceleration and no such default, breach, violation or event of acceleration has been waivedas otherwise provided in Section 2.04; (c) To the knowledge of the Borrower, the physical condition of the Property subject Each Initial Mortgage Loan being transferred to the Mortgage has not deteriorated since the date of origination of the related secured Trust Fund is, and each Subsequent Mortgage Loan (normal wear and tear excepted) and there is no proceeding pending for the total or partial condemnation of any Mortgaged Propertyto be transferred will be, a Qualified Mortgage; (d) Each Mortgaged Property (other than the Multifamily Properties) is improved by a Residential Dwelling, which, to the best of the Originator's knowledge, does not include mobile homes attached to a foundation or otherwise and does not constitute other than real property under state law; provided, however, that no more than 5% of Mortgage contains customary Loans in each of Pool I and Pool II may be secured by Mortgaged Properties that are manufactured homes. (e) Each Initial Mortgage Loan has been, and each Subsequent Mortgage Loan will be, originated and underwritten, or purchased and re-underwritten, by an Originator in accordance with the Representative's underwriting criteria set forth in the Registration Statement and the Underwriting Guidelines dated August 10, 1995 (which Underwriting Guidelines are consistent with the underwriting criteria set forth in the Registration Statement) and is being, or with respect to the Subsequent Mortgage Loans, will be, serviced by the Servicer or one or more Subservicers and, with respect to each Initial Mortgage Loan originated by an Originator, there is, and with respect to each Subsequent Mortgage Loan, there will be, only one originally executed Mortgage Note not stamped as a duplicate copy with respect to each such Mortgage Loan; (f) The Mortgage Note with respect to each Initial Mortgage Loan bears, and with respect to each Subsequent Mortgage Loan will bear, a fixed Mortgage Interest Rate with respect to the Initial Pool I Mortgage Loans and Initial Pool III Mortgage Loans and an adjustable rate with respect to the Initial Pool II Mortgage Loans, which rate shall at least equal the sum of (i) the Class Adjusted Mortgage Loan Remittance Rate for Class A-8 in the case of the Initial Pool I Mortgage Loans, the initial Class Adjusted Mortgage Loan Remittance Rate for Class A-10 in the case of the Initial Pool II Mortgage Loans, the Class Adjusted Mortgage Loan Remittance Rate for Class A-12 in the case of the Initial Pool III Mortgage Loans, (ii) the rate used in calculating the Servicing Fee and (iii) the rate used in calculating the Contingency Fee; provided, however, that (A) up to $0 aggregate principal amount of the Initial Pool I Mortgage Loans may be Low Interest Pool I Mortgage Loans and (B) up to $0 aggregate principal amount of the Initial Pool III Mortgage Loans may be Low Interest Pool III Mortgage Loans; (i) Except with respect to 12% of the Initial Pool I Mortgage Loans and approximately 15% of the Subsequent Pool I Mortgage Loans, each Mortgage Note relating to the Pool I Mortgage Loans will provide for a schedule of substantially level and equal Monthly Payments which are, if timely paid, sufficient to fully amortize the principal balance of such Mortgage Note on or before its maturity date, (ii) except with respect to 0% of the Initial Pool II Mortgage Loans and approximately 0% of the Subsequent Pool II Mortgage Loans, each Mortgage Note relating to the Pool II Mortgage Loans will provide for a schedule of Monthly Payments which are, if timely paid as adjusted, sufficient to fully amortize the principal balance of such Mortgage Note on or before its maturity date and (iii) each Mortgage Note relating to the Pool III Mortgage Loans will provide for a schedule of substantially level and equal Monthly Payments which are, if timely paid, sufficient to fully amortize the principal balance of such Mortgage Note on or before its maturity date. (h) Each Mortgage is, with respect to the Initial Mortgage Loans, and will be with respect to the Subsequent Mortgage Loans, a valid and subsisting first or second lien of record on the Mortgaged Property, subject, in the case of any second or more junior Mortgage Loan, only to any applicable Prior Liens on such Mortgaged Property and subject in all cases to the exceptions to title set forth in the title insurance policy or the other evidence of title enumerated in Section 2.04(d), with respect to the related Mortgage Loan, which exceptions are generally acceptable to banking institutions in connection with their regular mortgage lending activities, and such other exceptions to which similar properties are commonly subject and which do not individually, or in the aggregate, materially and adversely affect the benefits of the security intended to be provided by such Mortgage; (i) Immediately prior to the transfer and assignment herein contemplated, the Originator held good and indefeasible title to, and was the sole owner of, each Mortgage Loan conveyed by the Originator subject to no liens, charges, mortgages, encumbrances or rights of others except as set forth in Section 3.02(h) or other liens which will be released simultaneously with such transfer and assignment; and immediately upon the transfer and assignment herein contemplated, the Trustee will hold good and indefeasible title, to, and be the sole owner of, each Mortgage Loan subject to no liens, charges, mortgages, encumbrances or rights of others except as set forth in Section 3.02(h) or other liens which will be released simultaneously with such transfer and assignment; (j) As of the Cut-Off Date, no Initial Mortgage Loan is 59 days or more delinquent in payment and, except as provided in the next sentence, no Initial Mortgage Loan has been delinquent 59 days or more as measured at the end of any month during the 12 months immediately preceding the Cut-Off Date. As of the related Subsequent Cut-Off Date, no Subsequent Mortgage Loan shall be 59 or more days delinquent; (k) To the best of the Originator's knowledge, there is no delinquent tax or assessment lien on any Mortgaged Property, and each Mortgaged Property is free of material damage and is in good repair; (l) The Mortgage Loan is not subject to any right of rescission, set-off, counterclaim or defense, including the defense of usury, nor will the operation of any of the terms of the Mortgage Note or the Mortgage, or the exercise of any right thereunder, render either the Mortgage Note or the Mortgage unenforceable in whole or in part, or subject to any right of rescission, set-off, counterclaim or defense, including the defense of usury, and no such right of rescission, set-off, counterclaim or defense has been asserted with respect thereto; (m) There is no mechanics' lien or claim for work, labor or material affecting any Mortgaged Property which is or may be a lien prior to, or equal with, the lien of such Mortgage except those which are insured against by the title insurance policy referred to in Section 3.02(o) below; (n) Each Mortgage Loan at the time it was made complied in all material respects with applicable state and federal laws and regulations, including, without limitation, usury, equal credit opportunity, disclosure and recording laws; (o) With respect to each Mortgage Loan with an original principal balance greater than $15,000 other than any Initial Mortgage Loan which was not originated by an Originator, a lender's title insurance policy, issued in standard American Land Title Association, California Land Title Association, New York Board of Title Underwriters form, or other form acceptable in a particular jurisdiction, by a title insurance company authorized to transact business in the state in which the related Mortgaged Property is situated, together with a condominium endorsement, if applicable, in an amount at least equal to the original principal balance of such Mortgage Loan insuring the mortgagee's interest under the related Mortgage Loan as the holder of a valid first or second mortgage lien of record on the real property described in the Mortgage, subject only to exceptions of the character referred to in Section 3.02(h) above, or, with respect to any Mortgage Loan with an original principal balance less than or equal to $15,000 or any Mortgage Loan which was not originated by an Originator, some other evidence of the status of title, or other evidence of title as enumerated in Section 2.04(d), was effective on the date of the origination of such Mortgage Loan, and, as of the Closing Date, such policy will be valid and thereafter such policy shall continue in full force and effect; (p) The improvements upon each Mortgaged Property are covered by a valid and existing hazard insurance policy with a generally acceptable carrier that provides for fire and extended coverage representing coverage described in Sections 5.07 and 5.08; (q) If the Mortgaged Property is in an area identified in the Federal Register by the Federal Emergency Management Agency as having special flood hazards, a flood insurance policy is in effect with respect to such Mortgaged Property with a generally acceptable carrier in an amount representing coverage described in Sections 5.07 and 5.08; (r) Each Mortgage and Mortgage Note is the legal, valid and binding obligation of the maker thereof and is enforceable provisions in accordance with its terms, except only as such as enforcement may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting the enforcement of creditors' rights generally and by general principles of equity (whether considered in a proceeding or action in equity or at law), none of which will prevent the ultimate realization of the security provided by the Mortgage, and all parties to render each Mortgage Loan had full legal capacity to execute all Mortgage Loan documents and convey the estate therein purported to be conveyed; (s) The Servicer, at the direction of the related Originator, has caused and will cause to be performed any and all acts required to be performed to preserve the rights and remedies of the holder thereof adequate for the realization against the related Property subject Trustee in any insurance policies applicable to the Mortgage Loans including, without limitation, any necessary notifications of insurers, assignments of policies or interests therein, and establishments of co-insured, joint loss payee and mortgagee rights in favor of the benefits of the security provided thereby, including, (i) in the case of a Mortgage designated as a deed of trust, by trustee's sale, and (ii) otherwise, by judicial foreclosureTrustee; (et) No more than approximately 1.0%, 1.0%, and 9.0% of the Principal Balances of the Initial Pool I, Pool II or Pool III Mortgage Loans, respectively, are secured by Mortgaged Properties located within any single zip code area; (u) Each original Mortgage was recorded, and all subsequent assignments of the original Mortgage have been recorded in the appropriate jurisdictions wherein such recordation is necessary to perfect the lien thereof as against creditors of the Originator (or, subject to Section 2.04 hereof, are in the process of being recorded); (v) Each Mortgage Loan is a first lien or second lien Single Family loanconforms, and has been underwritten by the originator thereof all such Mortgage Loans in accordance with such originator's then current underwriting guidelines; provided that (i) the aggregate amount of Second Lien/HELOC Loans does not exceed conform, to the Applicable Sublimit for Second Lien/HELOC Loans, (ii) description thereof set forth in the aggregate amount of all Wet Loans does not exceed the Applicable Sublimit for Wet Loans, and (iii) the aggregate amount of Jumbo Loans does not exceed the Applicable Sublimit for Jumbo LoansRegistration Statement; (fw) Each [Reserved] (x) [Reserved] (y) All of the Initial Pool I and Initial Pool II Mortgage Note is either Loans are Single-Family Loans (i) payable provided, however, that no more than approximately 5% of the Initial Pool I, measured by Pool Principal Balances of the Cut-Off Date, may be Multifamily Loans); and, when measured by outstanding principal balance as of the Closing Date, no more than approximately 9%, 6% of the Initial Pool I and Initial Pool II Mortgage Loans, respectively, are secured by vacation homes, secondary residences, or investment properties, no more than approximately 4% and 4% of the Initial Pool I and Initial Pool II Mortgage Loans, respectively, are secured by individual units in monthly installments Low-Rise Condominiums, no more than approximately 10% and 10% of principal the Initial Pool I and interestInitial Pool II Mortgage Loans, with interest payable in arrearsrespectively, are secured by Two-, Three- or Four-Family Houses, and requires a monthly payment which is sufficient to amortize the original principal balance over the original term, not to exceed thirty (30) years, and to pay interest at the related interest rate, or (ii) payable in monthly installments of interest only, with interest payable in arrears, with principal payments to begin no later than ten (10) years from closing with payments which are sufficient to fully amortize the original principal balance over a period not to exceed thirty (30) years; and no Mortgage Note provides for any extension none of the original term; (g) Initial Pool I, Initial Pool II and Initial Pool III Mortgage Loans are secured by individual units of other types including High-Rise Condominiums. No Initial Mortgage Loan is secured by a loan in respect of either the purchase of a manufactured home or mobile home or the purchase of the land on which a manufactured home or mobile home will be placedco-op; (h) The origination practices used by the originator of the Mortgage Loans and the collection practices used by the Borrower with respect to each Mortgage Loan have been in all material respects legal, proper, prudent and customary in the loan origination and servicing business; (i) Each Mortgage Loan was originated in material compliance with all applicable Laws and, to the best of the Borrower's knowledge, no fraud or misrepresentation was committed by any Person in connection therewith; and (j) For each Mortgage Loan, the Borrower has obtained closing protection letters from the underwriter for the respective title insurance policy.

INDIVIDUAL MORTGAGE LOANS. The Each Borrower hereby represents with respect to each Mortgage Note and Mortgage Loan that is part of the Collateral: (a) The applicable Borrower has good and marketable title to each Mortgage Note and Mortgage, was the sole owner thereof and had full right to pledge the Mortgage Loan to Lender free and clear of any Lien other than Permitted LiensLien; (b) To the knowledge of the BorrowerBorrowers, there is no default, breach, violation or event of acceleration existing under any Mortgage or the related Mortgage Note and there is no event which, with the passage of time or with notice and/or the expiration of any grace or cure period, would constitute a default, breach, violation or event of acceleration and no such default, breach, violation or event of acceleration has been waived; (c) To the knowledge of the BorrowerBorrowers, the physical condition of the Property subject to the Mortgage has not deteriorated since the date of origination of the related secured Mortgage Loan (normal wear and tear excepted) and there is no proceeding pending for the total or partial condemnation of any Mortgaged Property; (d) Each Mortgage contains customary and enforceable provisions such as to render the rights and remedies of the holder thereof adequate for the realization against the related Property subject to the Mortgage of the benefits of the security provided thereby, including, (i) in the case of a Mortgage designated as a deed of trust, by trustee's sale, and (ii) otherwise, by judicial foreclosure; (e) Each Mortgage Loan is a first lien or second lien Single Family one-to-eight-family loan, and has been underwritten by the originator thereof in accordance with such originator's then current underwriting guidelines; provided that (i) the aggregate amount of Second Lien/HELOC Lien Loans does not exceed the Applicable Sublimit for Second Lien/HELOC Loans, (ii) the aggregate amount of all Wet Loans does not exceed the Applicable Sublimit for Wet Loans, and (iii) the aggregate amount of Jumbo Loans does not exceed the Applicable Sublimit for Jumbo LoansLien Sublimit; (f) Each Mortgage Note is either (i) payable in monthly installments of principal and interest, with interest payable in arrears, and requires a monthly payment which is sufficient to amortize the original principal balance over the original term, not to exceed thirty (30) years, term and to pay interest at the related interest rate, or (ii) payable in monthly installments of interest only, with interest payable in arrears, with principal payments to begin no later than ten (10) years from closing with payments which are sufficient to fully amortize the original principal balance over a period not to exceed thirty (30) years; and no Mortgage Note provides for any extension of the original term; (g) No Mortgage Loan is a loan in respect of either the purchase of a manufactured home or mobile home or the purchase of the land on which a manufactured home or mobile home will be placed; (h) The origination practices used by the originator of the Mortgage Loans and the collection practices used by the applicable Borrower with respect to each Mortgage Loan have been in all material respects legal, proper, prudent and customary in the loan origination and servicing business; (i) Each Mortgage Loan was originated in material compliance with all applicable Laws and, to the best of the Borrower's knowledge, and no fraud or misrepresentation was committed by any Person in connection therewith; and (j) For each Each Mortgage Loan, Loan matures within thirty (30) years after the Borrower has obtained closing protection letters from the underwriter for the respective title insurance policydate of origination thereof.

INDIVIDUAL MORTGAGE LOANS. The Borrower hereby represents and warrants with respect to each Mortgage Note and Mortgage Loan that is part of the Collateral: (a) The Borrower has good and marketable title to each Mortgage Note and Mortgage, was is the sole owner thereof and had has full right to pledge the Mortgage Loan to Lender Bank free and clear of any other Lien, except any such Lien other than Permitted Lienswhich has been disclosed to Bank in writing and which is permitted hereunder; (b) To the best knowledge of the Borrower, there is no default, breach, violation or event of acceleration existing under any Mortgage or the related Mortgage Note Paper and there is no event which, with the passage of time or with notice and/or the expiration of any grace or cure period, would constitute a default, breach, violation or event of acceleration and no such default, breach, violation or event of acceleration has been waived; (c) To the best knowledge of the Borrower, the physical condition of the Property real property, improvements, and personal property subject to the each Mortgage has not deteriorated since the date of origination of the related secured Mortgage Loan (normal wear and tear excepted) and there is no proceeding pending for the total or partial condemnation of any Mortgaged Propertyof the related mortgaged property; (d) Each Mortgage contains customary and enforceable provisions such as to render the rights and remedies of the holder thereof adequate for the realization against the related Property real property, improvements, and personal property subject to the Mortgage of the benefits of the security provided thereby, including, (i) in the case of a Mortgage designated as a deed of trustMortgage, by trustee's sale, and (ii) otherwise, by judicial foreclosure;. (e) Each Mortgage Loan is a first lien Development Loan, Entitled Land Loan or second lien Single Family loanFinished Lot Loan, and has been underwritten by the originator thereof Borrower in accordance with such originatorBorrower's then current underwriting guidelines; provided that (i) the aggregate amount of Second Lien/HELOC Loans does not exceed the Applicable Sublimit for Second Lien/HELOC Loans, (ii) the aggregate amount of all Wet Loans does not exceed the Applicable Sublimit for Wet Loans, and (iii) the aggregate amount of Jumbo Loans does not exceed the Applicable Sublimit for Jumbo Loans; (f) Each Mortgage Note is either (i) payable in monthly installments of principal and interest, with interest payable in arrears, and requires a monthly payment which is sufficient to amortize the original principal balance over the original term, not to exceed thirty (30) years, and to pay interest at the related interest rate, or (ii) payable in monthly installments of interest only, with interest payable in arrears, with principal payments to begin no later than ten (10) years from closing with payments which are sufficient to fully amortize the original principal balance over a period not to exceed thirty (30) years; and no Mortgage Note provides for any extension of the original term; (g) No Mortgage Loan is a loan in respect of either the construction of a home, townhome, duplex or condominium or the purchase of a manufactured home or mobile home or the purchase of the land on which a manufactured home or mobile home will be placed; no Mortgage securing a Mortgage Loan secures commercial property; (hg) The origination practices used by the originator of the Mortgage Loans Borrower and the collection practices used by the Borrower with respect to each Mortgage Loan have been in all material respects legal, proper, prudent and customary in the loan origination and servicing business; (ih) Each To the best knowledge of Borrower, each Mortgage Loan was originated in material compliance with all applicable Laws and, to the best of the Borrower's knowledge, laws and no fraud or misrepresentation was committed by any Person in connection therewith; (i) To the best knowledge of Borrower, all real property taxes and assessments due and owing have been paid current and are not delinquent or past-due with respect to the real properties serving as collateral security for each of the Mortgage Loans; (j) If a lot purchase contract or other purchase contract secures the Mortgage Loan, Borrower has provided Bank with true and correct copies of each of lot purchase contract or other purchase contract relating to the sale of and with respect to the real properties serving as collateral security for such Mortgage Loan, and Borrower has provided Bank with true and correct copies of each amendment or modification relating to each such purchase contracts; (k) To the best knowledge of Borrower after due inquiry: (i) All of the real property securing the Mortgage Loan, including without limitation, the Entitled Land or Finished Lots, as the case may be, is in full compliance with all Environmental Laws. Borrower is not aware of nor has Borrower received notice of any past, present, or future conditions, events, activities, practices or incidents which may interfere with or prevent the compliance or continued compliance with the Environmental Laws of any of such l real property or of any Mortgage Loan Obligor; (ii) Each Mortgage Loan Obligor has obtained all permits, licenses, and authorizations that are required under applicable Environmental Laws, and all such permits are in good standing and each Mortgage Loan Obligor is in compliance with all of the terms and conditions of such permits; (iii) No Hazardous Materials (except in nominal amount) exist on, about, or within or have been used, generated, stored, transported, disposed of on, or Released from any of the real properties collateral securing the Mortgage Loans. The use which each Mortgage Loan Obligor makes and intends to make of its respective real properties which serve as collateral for a Mortgage Loan, will not result in the use, generation, storage, transportation, accumulation, disposal, or Release of any Hazardous Material on, in, or from any of such real properties; (iv) No Mortgage Loan Obligor or any of the real properties serving as collateral for a Mortgage Loan is subject to any outstanding or threatened order from or agreement with any Tribunal or other Person or subject to any judicial or docketed administrative proceeding with respect to (a) failure to comply with Environmental Laws, (b) Remedial Action, or (c) any Environmental Liabilities arising from a Release or threatened Release; (v) There are no conditions or circumstances associated with any real properties serving as collateral for a Mortgage Loan that could reasonably be expected to give rise to any Environmental Liabilities; (vi) No Mortgage Loan Obligor has filed or failed to file any notice required under applicable Environmental Law reporting a Release; and (jvii) For each No Lien arising under any Environmental Law has attached to any real property serving as collateral for a Mortgage Loan, the Borrower has obtained closing protection letters from the underwriter for the respective title insurance policy.

INDIVIDUAL MORTGAGE LOANS. The Borrower (a) With respect to the Mortgage Loans, the Depositor hereby represents and warrants to the Trustee, the Certificate Insurer and the Certificateholders, with respect to each Initial Mortgage Loan, as of the Closing Date, and with respect to each Subsequent Mortgage Loan, as of the related Subsequent Transfer Date the following, subject to Section 2.10(c) and 2.10(d) above and modified to the extent stated therein in the case of Subsequent Mortgage Loans: (i) The information with respect to each Mortgage Note and Loan set forth in the related Mortgage Loan that Schedule is part true and correct; (ii) All of the Collateral:original or certified documentation required to be delivered by the Depositor to the Trustee or to the Custodian on the Closing Date or a Subsequent Transfer Date or as otherwise provided in Section 2.04 above has or will be so delivered as provided; (aiii) The Borrower has Each Mortgaged Property is improved by a Single Family Property, Multifamily Property or Mixed Use Property, which, to the best of the Depositor's knowledge, does not include cooperatives and does not constitute other than real property under state law; (iv) Each Mortgage Loan is being serviced by the Servicer or one or more Subservicers; (v) Except with respect to liens released immediately prior to the transfer herein contemplated, immediately prior to the transfer and assignment herein contemplated, the Depositor held good and marketable indefeasible title to each Mortgage Note to, and Mortgage, was the sole owner thereof and had full right to pledge the of, each Mortgage Loan subject to Lender free no liens, charges, mortgages, encumbrances or rights of others; and clear immediately upon the transfer and assignment herein contemplated, the Trustee will hold good and indefeasible title to, and be the sole owner of, each Mortgage Loan subject to no liens, charges, mortgages, encumbrances or rights of any Lien other than Permitted Liensothers; (bvi) To There is no delinquent tax or assessment lien on any Mortgaged Property, and each Mortgaged Property is free of material damage and is in average repair; (vii) The Mortgage Loan is not subject to any right of rescission, set-off, counterclaim or defense, including the knowledge defense of usury, nor will the operation of any of the Borrowerterms of the Mortgage Note or the Mortgage, there or the exercise of any right thereunder, render either the Mortgage Note or the Mortgage unenforceable in whole or in part, or subject to any right of rescission, set-off, counterclaim or defense, including the defense of usury, and no such right of rescission, set-off, counterclaim or defense has been asserted with respect thereto; (viii) There is no defaultmechanics' lien or claim for work, breachlabor or material affecting any Mortgaged Property which is or may be a lien prior to, violation or event equal with, the lien of acceleration existing such Mortgage except those which are insured against by the title insurance policy referred to in Section 3.02(a)(x) below; (ix) Each Mortgage Loan at the time it was made complied in all material respects with applicable state and federal laws and regulations, including, without limitation, usury, equal credit opportunity and disclosure laws; (x) With respect to each Mortgage Loan, a written commitment for a lender's title insurance policy, issued in standard American Land Title Association or California Land Title Association form, or other form acceptable in a particular jurisdiction, by a title insurance company authorized to transact business in the state in which the related Mortgaged Property is situated, together with a condominium endorsement or a manufactured housing unit (American Land Title Association 7) endorsement (stating that the insurer agrees that the related manufactured housing unit is included with the term "land" when used in the title policy), if applicable, in an amount at least equal to the original Principal Balance of such Mortgage Loan insuring the mortgagee's interest under any Mortgage or the related Mortgage Note Loan as the holder of a valid first or second mortgage lien of record with respect to Sub-Pool 1, or a valid first mortgage lien of record with respect to Sub-Pool 2, on the real property described in the Mortgage, subject only to exceptions of the character referred to in Section 3.02(a)(v) above, was effective on the date of the origination of such Mortgage Loan, and, as of the Closing Date, such commitment will be valid and there thereafter the policy issued pursuant to such commitment shall continue in full force and effect. With respect to each Mortgage Loan, the mortgagee is no event whichthe sole named insured of such mortgage title insurance policy, with and such mortgage title insurance policy is in full force and effect and will be in full force and effect and inure to the passage benefit of time or with notice and/or the expiration Trustee upon the consummation of any grace or cure period, would constitute a default, breach, violation or event of acceleration the transactions contemplated by this Agreement. No claims have been made under such mortgage title insurance policy and no prior holder of the related Mortgage, including the mortgagee, has done, by act or omission, anything that would impair the coverage of such default, breach, violation or event of acceleration has been waivedmortgage title insurance policy; (cxi) To The improvements upon each Mortgaged Property are covered by a valid and existing hazard insurance policy with a generally acceptable carrier that provides for fire and extended coverage representing coverage described in Sections 5.07 and 5.08; (xii) A flood insurance policy is in effect with respect to each Mortgaged Property with a generally acceptable carrier in an amount representing coverage described in Sections 5.07 or 5.08, if and to the knowledge extent required by such Section 5.07 or 5.08; (xiii) Each Mortgage and Mortgage Note is the legal, valid and binding obligation of the Borrowermaker thereof and is enforceable in accordance with its terms, except only as such enforcement may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting the physical condition enforcement of creditors' rights generally and by general principles of equity (whether considered in a proceeding or action in equity or at law), and all parties to each Mortgage Loan had full legal capacity to execute all Mortgage Loan documents and convey the estate therein purported to be conveyed; (xiv) The Depositor has caused or will cause to be performed any and all acts required to be performed to preserve the rights and remedies of the Property subject Trustee in any insurance policies applicable to the Mortgage Loans including, without limitation, any necessary notifications of insurers, assignments of policies or interests therein, and establishments of co-insured, joint loss payee and mortgagee rights in favor of the Trustee; (xv) The terms of the Mortgage Note and the Mortgage have not been impaired, altered or modified in any material respect, except by a written instrument which has been recorded or is in the process of being recorded, if necessary, to protect the interest of the Certificateholders and which has been or will be delivered to the Trustee or the Custodian. The substance of any such alteration or modification is reflected on the related Mortgage Loan Schedule. Each original Mortgage was recorded, and all subsequent assignments of the original Mortgage have been recorded in the appropriate jurisdictions wherein such recordation is necessary to perfect the lien thereof as against creditors of the Depositor (or, subject to Section 2.04 above, are in the process of being recorded, or are, in the Opinion of Counsel to the Depositor, not required to be recorded); (xvi) No instrument of release or waiver has been executed in connection with the Mortgage Loan, and no Mortgagor has been released, in whole or in part; (xvii) There are no defaults in complying with the terms of the Mortgage, and all taxes, governmental assessments, insurance premiums, water, sewer and municipal charges, leasehold payments or ground rents which previously became due and owing have been paid, or an escrow of funds has been established in an amount sufficient to pay for every such item which remains unpaid and which has been assessed but is not yet due and payable. Except for payments in the nature of escrow payments, including without limitation, taxes and insurance payments, the Servicer has not deteriorated since advanced funds, or induced, solicited or knowingly received any advance of funds by a party other than the Mortgagor, directly or indirectly, for the payment of any amount required by the Mortgage, except for interest accruing from the date of origination the Mortgage Note or date of disbursement of the related secured Mortgage Loan proceeds, whichever is greater, to the day which precedes by one month the Due Date of the first installment of principal and interest; (normal wear and tear exceptedxviii) and there There is no proceeding pending or threatened for the total or partial condemnation of any the Mortgaged Property, nor is such a proceeding currently occurring, and such property is undamaged by waste, fire, earthquake or earth movement, windstorm, flood, tornado or other casualty, so as to affect adversely the value of the Mortgaged Property as security for the Mortgage Loan or the use for which the premises were intended; (xix) To the best of the Depositor's knowledge, all of the improvements which were included for the purpose of determining the appraised value of the Mortgaged Property lie wholly within the boundaries and building restriction lines of such property, and no improvements on adjoining properties encroach upon the Mortgaged Property; (dxx) Each To the best of the Depositor's knowledge, no improvement located on or being part of the Mortgaged Property is in violation of any applicable zoning law or regulation. To the best of the Depositor's knowledge, all inspections, licenses and certificates required to be made or issued with respect to all occupied portions of the Mortgaged Property and, with respect to the use and occupancy of the same, including but not limited to certificates of occupancy and fire underwriting certificates, have been made or obtained from the appropriate authorities and the Mortgaged Property is lawfully occupied under applicable law; (xxi) The proceeds of the Mortgage contains customary Loan have been fully disbursed, and enforceable provisions such there is no obligation on the part of the mortgagee to make future advances thereunder. Any and all requirements as to render completion of any on-site or off-site improvements and as to disbursements of any escrow funds therefor have been complied with. All costs, fees and expenses incurred in making or closing or recording the rights and remedies Mortgage Loans were paid; (xxii) Except with respect to certain of the holder thereof adequate for the realization against Multifamily Loans and Mixed Use Loans, the related Property subject to Mortgage Note is not and has not been secured by any collateral, pledged account or other security except the Mortgage lien of the benefits of the security provided therebycorresponding Mortgage and, including, (i) in the case of such Multifamily Loans and Mixed Use Loans, the related Assignment of Leases and UCC financing statements, if any. (xxiii) No Mortgage Loan was originated under a buydown plan; (xxiv) There is no obligation on the part of the Depositor or any other party to make payments in addition to those made by the Mortgagor; (xxv) With respect to each Mortgage designated as constituting a deed of trust, a trustee, duly qualified under applicable law to serve as such, has been properly designated and currently so serves and is named in such Mortgage, and no fees or expenses are or will become payable by the Certificateholders to the trustee under the deed of trust, except in connection with a trustee's sale, and (ii) otherwise, sale after default by judicial foreclosurethe Mortgagor; (e) Each Mortgage Loan is a first lien or second lien Single Family loan, and has been underwritten by the originator thereof in accordance with such originator's then current underwriting guidelines; provided that (i) the aggregate amount of Second Lien/HELOC Loans does not exceed the Applicable Sublimit for Second Lien/HELOC Loans, (ii) the aggregate amount of all Wet Loans does not exceed the Applicable Sublimit for Wet Loans, and (iii) the aggregate amount of Jumbo Loans does not exceed the Applicable Sublimit for Jumbo Loans; (f) Each Mortgage Note is either (i) payable in monthly installments of principal and interest, with interest payable in arrears, and requires a monthly payment which is sufficient to amortize the original principal balance over the original term, not to exceed thirty (30) years, and to pay interest at the related interest rate, or (ii) payable in monthly installments of interest only, with interest payable in arrears, with principal payments to begin no later than ten (10) years from closing with payments which are sufficient to fully amortize the original principal balance over a period not to exceed thirty (30) years; and no Mortgage Note provides for any extension of the original term; (gxxvi) No Mortgage Loan is has a loan in shared appreciation feature, or other contingent interest feature. No Mortgage Loan provides for negative amortization. Except with respect of either the purchase of a manufactured home or mobile home or the purchase to certain of the land on which Periodic Payment Loans, no Mortgage Loan provides for deferred interest. No Sub-Pool 2 Mortgage Loan requires or permits the Mortgagor to convert the Mortgage Rate to a manufactured home or mobile home will be placedfixed rate; (hxxvii) All parties which have had any interest in the Mortgage Loan, whether as mortgagee, assignee, pledgee or otherwise, are (or, during the period in which they held and disposed of such interest, were) (1) in compliance with any and all applicable licensing requirements of the laws of the state wherein the Mortgaged Property is located, and (2)(A) organized under the laws of such state, or (B) qualified to do business in such state, or (C) federal savings and loan associations or national banks having principal offices in such state, or (D) not doing business in such state so as to require qualification or licensing; (xxviii) The origination practices used by Mortgage contains a customary provision for the originator acceleration of the payment of the unpaid principal balance of the Mortgage Loans and the collection practices used by the Borrower with respect to each Mortgage Loan have been in all material respects legal, proper, prudent and customary in the loan origination and servicing business; (i) Each Mortgage Loan was originated in material compliance with all applicable Laws and, to event the best related Mortgaged Property is sold without the prior consent of the Borrower's knowledge, no fraud or misrepresentation was committed by any Person in connection therewith; and (j) For each Mortgage Loan, the Borrower has obtained closing protection letters from the underwriter for the respective title insurance policy.mortgagee thereunder;

INDIVIDUAL MORTGAGE LOANS. The Borrower hereby represents with respect to each Mortgage Note and Mortgage Loan that is part of the Collateral: (a) The Borrower has good and marketable title to each Mortgage Note and Mortgage, was the sole owner thereof and had full right to pledge the Mortgage Loan to Lender free and clear of any Lien other than Permitted LiensLien; (b) To the knowledge of the Borrower, there is no default, breach, violation or event of acceleration existing under any Mortgage or the related Mortgage Note and there is no event which, with the passage of time or with notice and/or the expiration of any grace or cure period, would constitute a default, breach, violation or event of acceleration (except as permitted by subparagraph (d) of the definition of "Eligible Mortgage Loans") and no such default, breach, violation or event of acceleration has been waived; (c) To the knowledge of the Borrower, the physical condition of the Property subject to the Mortgage has not deteriorated since the date of origination of the related secured Mortgage Loan (normal wear and tear excepted) and there is no proceeding pending for the total or partial condemnation of any Mortgaged Property; (d) Each Mortgage contains customary and enforceable provisions such as to render the rights and remedies of the holder thereof adequate for the realization against the related Property subject to the Mortgage of the benefits of the security provided thereby, including, (i) in the case of a Mortgage designated as a deed of trust, by trustee's sale, and (ii) otherwise, by judicial foreclosure; (e) Each Mortgage Loan is a first lien or second lien Single Family one-to-four-family loan, and has been underwritten by the originator thereof in accordance with such originator's then current underwriting guidelines; provided that (i) the aggregate amount of Second Lien/HELOC Lien Loans does not exceed the Applicable Sublimit for Second Lien/HELOC Loans, (ii) the aggregate amount of all Wet Loans does not exceed the Applicable Sublimit for Wet Loans, and (iii) the aggregate amount of Jumbo Loans does not exceed the Applicable Sublimit for Jumbo LoansLien Sublimit; (f) Each Mortgage Note is either (i) payable in monthly installments of principal and interest, with interest payable in arrears, and requires a monthly payment which is sufficient to amortize the original principal balance over the original term, not to exceed thirty (30) years, term and to pay interest at the related interest rate, or (ii) payable in monthly installments of interest only, with interest payable in arrears, with principal payments to begin no later than ten (10) years from closing with payments which are sufficient to fully amortize the original principal balance over a period not to exceed thirty (30) years; and no Mortgage Note provides for any extension of the original term; (g) No Mortgage Loan is a loan in respect of either the purchase of a manufactured home or mobile home or the purchase of the land on which a manufactured home or mobile home will be placed; (h) The origination practices used by the originator of the Mortgage Loans and the collection practices used by the Borrower with respect to each Mortgage Loan have been in all material respects legal, proper, prudent and customary in the loan origination and servicing business; (i) Each Mortgage Loan was originated in material compliance with all applicable Laws and, to the best of the Borrower's knowledge, and no fraud or misrepresentation was committed by any Person in connection therewith; and; (j) Each Mortgage Loan matures within thirty (30) years after the date of origination thereof. (k) For each Mortgage Loan, the Borrower has Borrowers have obtained closing protection letters from the underwriter for the respective title insurance policy.

INDIVIDUAL MORTGAGE LOANS. The Borrower hereby represents with respect to each Mortgage Note and Mortgage Loan that is part of the Collateral: (a) The Borrower has good and marketable title to each Mortgage Note and Mortgage, was the sole owner thereof and had full right to pledge the Mortgage Loan to Lender Agent free and clear of any other Lien other than Permitted Liensexcept any such Lien which has been disclosed to Agent in writing and which is permitted hereunder; (b) To the best knowledge of Borrower, other than the Borrowerpermitted thirty (30) day delinquency period for payments permitted by the definition of Eligible Mortgage Loan, there is no default, breach, violation or event of acceleration existing under any Mortgage or the related Mortgage Note and there is no event which, with the passage of time or with notice and/or the expiration of any grace or cure period, would constitute a default, breach, violation or event of acceleration and no such default, breach, violation or event of acceleration has been waived; (c) To the best of the knowledge of the Borrower, the physical condition of the Property subject to the Mortgage has not deteriorated since the date of origination of the related secured Mortgage Loan (normal wear and tear excepted) and there is no proceeding pending for the total or partial condemnation of any Mortgaged Property; (d) Each Mortgage contains customary and enforceable provisions such as to render the rights and remedies of the holder thereof adequate for the realization against the related Property subject to the Mortgage of the benefits of the security provided thereby, including, (i) in the case of a Mortgage designated as a deed of trust, by trustee's sale, and (ii) otherwise, by judicial foreclosure; (e) Each Mortgage Loan is a first lien or second lien Single Family one-to-four-family loan which is not a construction loan, and has been underwritten by the originator originator, investor or mortgage insurer thereof in accordance with such originator's, investor's or mortgage insurer's then current underwriting guidelines; provided that (i) the aggregate amount of Second Lien/HELOC Loans does not exceed the Applicable Sublimit for Second Lien/HELOC Loans, (ii) the aggregate amount of all Wet Loans does not exceed the Applicable Sublimit for Wet Loans, and (iii) the aggregate amount of is a Conforming Loan, a Nonconforming Loan, an FHA loan, a VA loan or Jumbo Loans does not exceed the Applicable Sublimit for Jumbo LoansMortgage Loan; (f) Each Mortgage Note is either (i) payable in monthly installments of principal and interest, with interest payable in arrears, and requires a monthly payment which is sufficient to amortize the original principal balance over the original term, not to exceed thirty (30) years, and to pay interest at the related interest rate, or (ii) payable in monthly installments of interest only, with interest payable in arrears, with principal payments to begin no later than ten (10) years from closing with payments which are sufficient to fully amortize the original principal balance over a period not to exceed thirty (30) years; and no Mortgage Note provides for any extension of the original term; (g) No Mortgage Loan is a loan in respect of either the purchase of a manufactured home or mobile home or the purchase of the land on which a manufactured home or mobile home will be placed; no Mortgage securing a Mortgage Loan secures commercial property; (h) The origination practices used by the originator of the Mortgage Loans and the collection practices used by the Borrower with respect to each Mortgage Loan have been in all material respects legal, proper, prudent and customary in the loan origination and servicing business;; and (i) Each To the best knowledge of Borrower, each Mortgage Loan was originated in material compliance with all applicable Laws and, to the best of the Borrower's knowledge, laws and no fraud or misrepresentation was committed by any Person in connection therewith; and. (j) For each Each Mortgage Loan, Loan matures within thirty (30) years after the Borrower has obtained closing protection letters from the underwriter for the respective title insurance policydate of origination thereof.

INDIVIDUAL MORTGAGE LOANS. The Borrower hereby Each of the Sellers hereby, severally and not jointly, represents with respect and warrants to the Purchaser that, as to each Mortgage Note and Mortgage Loan that is part sold by such Seller hereunder, as of the Collateral:related Closing Date (except as otherwise indicated below): (a) The Borrower has good information with respect to such Mortgage Loan, other than the Purchase Price Percentage, set forth on the related Mortgage Loan Schedule is true and marketable title correct in all material respects, as of the related Cut-Off Date. (b) Immediately prior to each the transfer of the Mortgage Note and MortgageLoan to the Purchaser pursuant to Section 2.1, the Seller was the sole owner thereof and had full right to pledge the holder of such Mortgage Loan to Lender Loan, free and clear of any Lien other than Permitted Liens; (b) To the knowledge of the Borrowerliens, there is no defaultclaims, breachencumbrances, violation participation interests, equities, pledges, charges, or event of acceleration existing under any Mortgage or the related Mortgage Note and there is no event which, with the passage of time or with notice and/or the expiration security interests of any grace or cure periodnature, would constitute a default, breach, violation or event of acceleration and no had full right and authority to sell and assign such default, breach, violation or event of acceleration has been waived;Mortgage Loan pursuant to this Agreement. (c) To With respect to each Mortgage Loan other than a Cooperative Loan, the knowledge Mortgage is a valid, subsisting and enforceable first lien on the Mortgaged Property. The lien of the BorrowerMortgage is subject only to: (i) the lien of current real property taxes and assessments not yet due and payable; (ii) covenants, the physical condition conditions, and restrictions, rights-of-way, easements and other matters of the Property subject to the Mortgage has not deteriorated since public record as of the date of origination recording of such Mortgage, such exceptions being (1) acceptable to mortgage lending institutions making mortgage loans of the related secured quality of the Mortgage Loan in the area where the Mortgage Property is located or (normal wear 2) specifically referred to in the lender's title insurance policy delivered to the originator of the Mortgage Loan and tear exceptedcontained in the Mortgage File; (iii) and there is no proceeding pending for other matters which do not materially interfere with the total or partial condemnation benefits of any Mortgaged Property;the security intended to be provided by the Mortgage. (d) Each Other than as indicated in the Mortgage File or the Mortgage Loan Schedule, the terms of the Mortgage and the Mortgage Note have not been waived, altered, or modified in any respect, except by a written instrument that has been recorded, if necessary, to protect the interest of the Purchaser and that is a part of the Mortgage File. Other than as indicated in the Mortgage File or the Mortgage Loan Schedule, no instrument of release, waiver, alteration, or modification has been executed in connection with such Mortgage Loan, and no Mortgagor has been released, in whole or in part. (e) All improvements on the Mortgaged Property are insured against loss by fire and other hazards as are customary in the area where the Mortgaged Property is located pursuant either to insurance policies maintained by the Mortgagor or to a blanket insurance policy maintained by the applicable Seller or the Servicer. All insurance premiums, which previously became due and owing prior to or on the Cut-Off Date in respect thereof have been paid. (f) The Mortgage Note and the Mortgage are genuine, and each is the legal, valid and binding obligation of the maker thereof enforceable in accordance with its terms in all material respects, except as such enforcement may be limited by bankruptcy, insolvency, reorganization, moratorium, or other similar laws affecting the enforcement of creditors' rights generally and except that the equitable remedy of specific performance and other equitable remedies are subject to the discretion of the courts. All parties to the Mortgage Note and the Mortgage had legal capacity to execute the Mortgage Note and the Mortgage and convey the estate therein purported to be conveyed, and the Mortgage Note and the Mortgage have been duly and properly executed by such parties or pursuant to a valid power-of-attorney that has been recorded with the Mortgage. (g) The Mortgage has been duly assigned and the Mortgage Note has been duly endorsed as provided in Section 2.2(a). Any Assignment of Mortgage delivered to the Purchaser pursuant to Section 2.2(a)(i)(C) is in recordable form except for the insertion of the name of the assignee and recording information and is acceptable for recording under the laws of the applicable jurisdiction. (h) Any and all requirements of any federal, state, or local law including, without limitation, usury, truth-in-lending, real estate settlement procedures, consumer credit protection, equal credit opportunity, predatory or abusive lending or disclosure laws applicable to such Mortgage Loan have been complied with. (i) Such Mortgage Loan (unless it is a Cooperative Loan) is covered by either an ALTA mortgage title insurance policy acceptable to the Seller, or such other generally used and acceptable form of policy and applicable endorsements acceptable to prudent mortgage lending institutions making loans in the area where the Mortgaged Property is located. (j) The Mortgage Loan is not subject to any right of rescission, setoff, counterclaim or defense, and no such claim has been asserted with respect to any Mortgage Loan except counterclaims or defenses asserted by the Mortgagor and disclosed to the Purchaser. (k) The Mortgage contains customary and enforceable provisions such as to which render the rights and remedies of the holder thereof adequate for the realization against the related Mortgaged Property subject to the Mortgage of the benefits of the security provided therebysecurity, including, including (i) in the case of a Mortgage designated as a deed of trust, by trustee's sale, sale and (ii) otherwise, otherwise by judicial foreclosure;. The Mortgage or Mortgage Note contains a provision that is, to the extent not prohibited by federal or state law, enforceable and that provides for the acceleration of the payment of the Unpaid Principal Balance of the Mortgage Loan in the event that the Mortgaged Property is sold or transferred without the prior written consent of the mortgagee thereunder. (el) Each If the Mortgage constitutes a deed of trust, a trustee, duly qualified under applicable law to serve as such, has been properly designated and currently so serves and is named in such Mortgage, and no fees or expenses are or shall become payable by the Purchaser to the trustee under the deed of trust, except in connection with a trustee's sale after default by the Mortgagor. (m) Such Mortgage Loan is a first lien or second lien Single Family loan, and has been underwritten by the originator thereof serviced in accordance with such originator's then current underwriting guidelines; provided that (i) the aggregate amount of Second Lien/HELOC Loans does not exceed proper, legal, prudent and customary servicing practices in the Applicable Sublimit for Second Lien/HELOC Loans, (ii) the aggregate amount of all Wet Loans does not exceed the Applicable Sublimit for Wet Loans, and (iii) the aggregate amount of Jumbo Loans does not exceed the Applicable Sublimit for Jumbo Loans;mortgage servicing industry. (f) Each Mortgage Note is either (i) payable in monthly installments of principal and interest, with interest payable in arrears, and requires a monthly payment which is sufficient to amortize the original principal balance over the original term, not to exceed thirty (30) years, and to pay interest at the related interest rate, or (ii) payable in monthly installments of interest only, with interest payable in arrears, with principal payments to begin no later than ten (10) years from closing with payments which are sufficient to fully amortize the original principal balance over a period not to exceed thirty (30) years; and no Mortgage Note provides for any extension of the original term; (gn) No Mortgage Loan is a "high cost" loan in respect as defined under the Home Ownership and Equity Protection Act of either 1994 or any state, federal or local law, regulation or ordinance applicable to the purchase of a manufactured home or mobile home or the purchase of the land on which a manufactured home or mobile home will be placed;originating lender. (ho) The origination practices used by To the originator of Seller's knowledge, the Mortgage Loans and the collection practices used by the Borrower with respect to each Mortgage Loan have been in all material respects legal, proper, prudent and customary in the loan origination and servicing business; (i) Each Mortgage Loan was originated Mortgaged Property is in material compliance with all applicable Laws andenvironmental laws pertaining to environmental hazards and the Seller has not received any notice of any violation or potential violation of such law. (p) There is no litigation, proceeding, governmental investigation, order, injunction, or decree outstanding, existing or relating to the best of Mortgage Loans, or to the BorrowerSeller's knowledge, no fraud or misrepresentation was committed by any Person in connection therewith; andthreatened, other than foreclosure proceedings, bankruptcy proceedings, and related claims. (jq) For each If such Mortgage Loan is a Cooperative Loan, the Borrower has obtained closing protection letters from security instruments create a valid, enforceable and subsisting first priority security interest in the underwriter related cooperative shares securing the related cooperative note, subject only to (x) the lien of the related cooperative for unpaid assessments representing the Mortgagor's pro rata share of payments for a blanket mortgage, if any, current and future real property taxes, insurance premiums, maintenance fees and other assessments to which like collateral is commonly subject and (y) other matters to which like collateral is commonly subject and which do not materially interfere with the benefits of the security intended to be provided; provided, however, that the related proprietary lease for the respective title Cooperative Apartment may be subordinated or otherwise subject to the lien of a mortgage on the cooperative building. (r) If such Mortgage Loan had at the time of origination a Loan to Value Ratio in excess of 80%, unless otherwise specified in the Mortgage Loan Schedule, such Mortgage Loan is subject to a primary mortgage insurance policy. Such primary mortgage insurance policy is in full force and effect, and no action has been taken and no event has occurred that has, or will result in the exclusion from, denial of, or defense to coverage.

INDIVIDUAL MORTGAGE LOANS. The Borrower Company hereby represents and warrants to the Purchaser that, as to each Mortgage Loan, as of the related Closing Date (or such other date as may be specified herein or in the applicable Assignment and Conveyance): (a) The information set forth on the related Mortgage Loan Schedule with respect to each Mortgage Note Loan is true and Mortgage Loan that is part correct in all material respects; (b) Except as set forth on Exhibit M, all payments due prior to the related Cut-off Date have been made and none of the Collateral:Mortgage Loans will have been contractually delinquent for more than one calendar month more than once since the origination thereof; (c) Each Mortgage is a valid and enforceable first lien on the Mortgaged Property, including all improvements thereon, subject only to (a) The Borrower has good the lien of nondelinquent current real property taxes and marketable title to each Mortgage Note assessments, (b) covenants, conditions and restrictions, rights of way, easements and other matters of public record as of the date of recording of such Mortgage, such exceptions appearing of record being acceptable to mortgage lending institutions generally or specifically reflected in the appraisal made in connection with the origination of the related Mortgage Loan, and (c) other matters to which like properties are commonly subject which do not materially interfere with the benefits of the security intended to be provided by such Mortgage; (d) Immediately prior to the assignment of the Mortgage Loans to the Purchaser, the Company had good title to, and was the sole legal and beneficial owner thereof and had full right to pledge the of, each Mortgage Loan to Lender free and clear of any Lien pledge, lien, encumbrance or security interest and has full right and authority, subject to no interest or participation of, or agreement with, any other than Permitted Liensparty to sell and assign the same; (be) To the knowledge best of the BorrowerCompany's knowledge, there is no default, breach, violation delinquent tax or event of acceleration existing under any Mortgage or the related Mortgage Note and there is no event which, with the passage of time or with notice and/or the expiration of any grace or cure period, would constitute a default, breach, violation or event of acceleration and no such default, breach, violation or event of acceleration has been waived; (c) To the knowledge of the Borrower, the physical condition of the Property subject to the Mortgage has not deteriorated since the date of origination of the related secured Mortgage Loan (normal wear and tear excepted) and there is no proceeding pending for the total or partial condemnation of assessment lien against any Mortgaged Property; (df) There is no valid offset, defense or counterclaim to any Mortgage Note or Mortgage, including the obligation of the Mortgagor to pay the unpaid principal of or interest on such Mortgage Note, nor will the operation of any of the terms of the Mortgage Note and the Mortgage, or the exercise of any right thereunder, render the Mortgage unenforceable, in whole or in part, or subject to any right of rescission, set-off, counterclaim or defense, including the defense of usury and no such right of rescission, set-off, counterclaim or defense has been asserted with respect thereto; (g) To the best of the Company's knowledge, there are no mechanics' liens or claims for work, labor or material affecting any Mortgaged Property which are or may be a lien prior to, or equal with, the lien of the related Mortgage, except those which are insured against by the title insurance policy referred to in (k) below; (h) To the best of the Company's knowledge, each Mortgaged Property is free of material damage and is in good repair; (i) Each Mortgage Loan at origination complied in all material respects with applicable local, state and federal laws, including, without limitation, usury, equal credit opportunity, real estate settlement procedures, truth-in-lending and disclosure laws, and consummation of the transactions contemplated hereby will not involve the violation of any such laws; (j) Neither the Company nor any prior holder of any Mortgage has modified the Mortgage in any material respect (except that a Mortgage Loan may have been modified by a written instrument which has been recorded, if necessary, to protect the interests of the Purchaser and which has been delivered to the Custodian); satisfied, cancelled or subordinated such Mortgage in whole or in part; released the related Mortgaged Property in whole or in part from the lien of such Mortgage; or executed any instrument of release, cancellation, modification or satisfaction with respect thereto; (k) A lender's policy of title insurance together with a condominium endorsement and extended coverage endorsement, if applicable, and, with respect to each Adjustable Rate Mortgage Loan, an adjustable rate mortgage endorsement in an amount at least equal to the related Cut- off Date Principal Balance of each such Mortgage Loan or a commitment (binder) to issue the same was effective on the date of the origination of each Mortgage Loan, each such policy is valid and remains in full force and effect, the transfer of the related Mortgage Loan to the Purchaser will not affect the validity or enforceability of such policy and each such policy was issued by a title insurer qualified to do business in the jurisdiction where the Mortgaged Property is located and acceptable to FNMA or FHLMC and in a form acceptable to FNMA or FHLMC, which policy insures the Company and successor owners of indebtedness secured by the insured Mortgage, as to the first priority lien of the Mortgage; to the best of the Company's knowledge, no claims have been made under such mortgage title insurance policy and no prior holder of the related Mortgage, including the Company, has done, by act or omission, anything which would impair the coverage of such mortgage title insurance policy; (l) Each Mortgage Loan was originated by the Company (or, if generated on behalf of the Company by a Person other than the Company, is subject to the same standards and procedures used by the Company in originating mortgage loans directly) or by a savings and loan association, savings bank, commercial bank, credit union, insurance company or similar institution which is supervised and examined by a federal or state authority, or by a mortgagee approved by the Secretary of Housing and Urban Development pursuant to sections 203 and 211 of the National Housing Act; (m) With respect to each Adjustable Rate Mortgage Loan on each Adjustment Date, the Mortgage Interest Rate will be adjusted to equal the Index plus the Margin, rounded to the nearest 0.125%, subject to the Periodic Rate Cap, the Maximum Rate and the Minimum Rate. Except for Balloon Loans, the related Mortgage Note is payable on the first day of each month in self-amortizing monthly installments of principal and interest, with interest payable in arrears, and requires a Monthly Payment which is sufficient to fully amortize the outstanding principal balance of the Mortgage Loan over its remaining term and to pay interest at the applicable Mortgage Interest Rate. No Mortgage Loan is subject to negative amortization; (n) To the best of the Company's knowledge, all of the improvements which were included for the purpose of determining the Appraised Value of the Mortgaged Property lie wholly within the boundaries and building restriction lines of such property, and no improvements on adjoining properties encroach upon the Mortgaged Property, except those, if any, which are insured against by the title insurance policy referred to in (k) above. (o) All inspections, licenses and certificates required to be made or issued with respect to all occupied portions of the Mortgaged Property and, with respect to the use and occupancy of the same, including but not limited to certificates of occupancy, have been made or obtained from the appropriate authorities and the Mortgaged Property is lawfully occupied under applicable law; (p) All parties which have had any interest in the Mortgage, whether as mortgagee, assignee, pledgee or otherwise, are (or, during the period in which they held and disposed of such interest, were) in compliance with any and all applicable licensing requirements of the laws of the state wherein the Mortgaged Property is located; (q) The Mortgage Note and the related Mortgage are genuine, and each is the legal, valid and binding obligation of the maker thereof, enforceable in accordance with its terms and with applicable laws. All parties to the Mortgage Note and the Mortgage had legal capacity to execute the Mortgage Note and the Mortgage and each Mortgage Note and Mortgage have been duly and properly executed by such parties; (r) The proceeds of each Mortgage Loan have been fully disbursed, there is no requirement for future advances thereunder and any and all requirements as to completion of any on-site or off-site improvements and as to disbursements of any escrow funds therefor have been complied with, excepting therefrom any Mortgaged Property or Mortgage Loan subject to an Escrow Withhold as defined in the Company's Underwriting Guidelines and administrated in accordance with FNMA guidelines. All costs, fees and expenses incurred in making, closing or recording the Mortgage Loans were paid. (s) The related Mortgage contains customary and enforceable provisions such as to which render the rights and remedies of the holder thereof adequate for the realization against the related Mortgaged Property subject to the Mortgage of the benefits of the security provided therebysecurity, including, (i) in the case of a Mortgage designated as a deed of trust, by trustee's sale, and (ii) otherwise, otherwise by judicial foreclosure. There is no homestead or other exemption available to the Mortgagor which would materially interfere with the right to sell the Mortgaged Property at a trustee's sale or the right to foreclose the Mortgage. (t) With respect to each Mortgage constituting a deed of trust, a trustee, duly qualified under applicable law to serve as such, has been properly designated and currently so serves and is named in such Mortgage, and no fees or expenses are or will become payable by the Purchaser to the trustee under the deed of trust, except in connection with a trustee's sale after default by the Mortgagor; (e) Each Mortgage Loan is a first lien or second lien Single Family loan, and has been underwritten by the originator thereof in accordance with such originator's then current underwriting guidelines; provided that (i) the aggregate amount of Second Lien/HELOC Loans does not exceed the Applicable Sublimit for Second Lien/HELOC Loans, (ii) the aggregate amount of all Wet Loans does not exceed the Applicable Sublimit for Wet Loans, and (iii) the aggregate amount of Jumbo Loans does not exceed the Applicable Sublimit for Jumbo Loans; (fu) Each Mortgage Note and each Mortgage is either (i) payable in monthly installments of principal and interest, with interest payable in arrears, and requires a monthly payment which is sufficient to amortize substantially the original principal balance over the original term, not to exceed thirty (30) years, and to pay interest at the related interest rate, or (ii) payable in monthly installments of interest only, with interest payable in arrears, with principal payments to begin no later than ten (10) years from closing with payments which are sufficient to fully amortize the original principal balance over a period not to exceed thirty (30) years; and no Mortgage Note provides for any extension of the original termforms attached hereto as Exhibit G; (gv) No There exist no deficiencies with respect to escrow deposits and payments, if such are required, for which customary arrangements for repayment thereof have not been made, and no escrow deposits or payments of other charges or payments due the Company have been capitalized under the Mortgage Loan is a loan in respect of either the purchase of a manufactured home or mobile home or the purchase of the land on which a manufactured home or mobile home will be placedrelated Mortgage Note; (hw) The origination origination, collection and servicing practices used by the originator of the Mortgage Loans and the collection practices used by the Borrower Company with respect to each Mortgage Loan have been in all material respects legal, proper, prudent and customary in the loan mortgage origination and servicing business; (ix) There is no pledged account or other security other than real estate securing the Mortgagor's obligations; (y) No Mortgage Loan has a shared appreciation feature, or other contingent interest feature; (z) No Mortgage Loan provides for primary mortgage insurance; (aa) The improvements upon each Mortgaged Property are covered by a valid and existing hazard insurance policy with a generally acceptable carrier that provides for fire extended coverage and such other hazards as are customary in the area where the Mortgaged Property is located representing coverage not less than the lesser of the outstanding principal balance of the related Mortgage Loan or the minimum amount required to compensate for damage or loss on a replacement cost basis. All individual insurance policies and flood policies referred to in clause (bb) below contain a standard mortgagee clause naming the Company or the original mortgagee, and its successors in interest, as mortgagee, and the Company has received no notice that any premiums due and payable thereon have not been paid; the Mortgage obligates the Mortgagor thereunder to maintain all such insurance, including flood insurance, at the Mortgagor's cost and expense, and upon the Mortgagor's failure to do so, authorizes the holder of the Mortgage to obtain and maintain such insurance at the Mortgagor's cost and expense and to seek reimbursement therefor from the Mortgagor, except as may be limited or restricted by applicable law. (bb) If the Mortgaged Property is in an area identified in the Federal Register by the Federal Emergency Management Agency as having special flood hazards, a flood insurance policy in a form meeting the requirements of the current guidelines of the Flood Insurance Administration is in effect with respect to such Mortgaged Property with a generally acceptable carrier in an amount representing coverage not less than the least of (A) the original outstanding principal balance of the Mortgage Loan, (B) the minimum amount required to compensate for damage or loss on a replacement cost basis or (C) the maximum amount of insurance that is available under the Flood Disaster Protection Act of 1973; (cc) To the best of the Company's knowledge, there is no default, breach, violation or event of acceleration existing under the Mortgage or the related Mortgage Note; and the Company has not waived any default, breach, violation or event of acceleration; (dd) Each Mortgage Loan was originated Mortgaged Property is improved by a one- to four-family residential dwelling, including condominium units and dwelling units in material compliance with all applicable Laws andplanned unit developments, which, to the best of the BorrowerCompany's knowledge, does not include cooperatives or mobile homes which are treated as other than real property under the applicable state law; (ee) There is no fraud obligation on the part of the Company or misrepresentation any other party under the terms of the Mortgage or related Mortgage Note to make payments in addition to those made by the Mortgagor; (ff) Any future advances made prior to the related Cut-off Date have been consolidated with the outstanding principal amount secured by the Mortgage, and the secured principal amount, as consolidated, bears a single interest rate and single repayment term reflected on the related Mortgage Loan Schedule. The consolidated principal amount does not exceed the original principal amount of the Mortgage Loan; (gg) Each Mortgage Loan was committed underwritten in accordance with the Company's underwriting guidelines set forth as an exhibit hereto; (hh) The Mortgage File contains an appraisal which was performed by an appraiser who satisfied, and which was conducted in accordance with, all of the applicable requirements of the Financial Institutions Reform, Recovery and Enforcement Act of 1989, as amended; (ii) None of the Mortgage Loans is a graduated payment mortgage loan, nor is any Person Mortgage Loan subject to a temporary buydown or similar arrangement; (jj) With respect to each Mortgage Loan, no loan junior in connection therewithlien priority to such Mortgage Loan and secured by the related Mortgaged Property was originated by the Company at the time of origination of such Mortgage Loan; (kk) The characteristics of the related Mortgage Loan Package are as set forth in the form of Exhibit M delivered in respect of the related Closing Date; (ll) Except as set forth in the related Confirmation, on the Final Closing Date, the Mortgage Loans comply with the conditions set forth in Section 2 of the related Commitment Letter; and (jmm) For each The Mortgage Loan, the Borrower has obtained closing protection letters from the underwriter contains an enforceable provision for the respective title insurance policyacceleration of the payment of the unpaid principal balance of the Mortgage Loan in the event that the Mortgaged Property is sold or transferred without the prior written consent of the mortgagee thereunder, except as may be limited by applicable law; and (nn) The information set forth in the applicable part of the Mortgage Loan Schedule relating to the existence of a prepayment penalty is complete, true and correct in all material respects at the date or dates respecting which such information is furnished and each Prepayment Charge is permissible and enforceable in accordance with its terms (except to the extent that: (1) the enforceability thereof may be limited by bankruptcy, insolvency, moratorium, receivership and other similar laws relating to creditors' rights generally; (2) the collectability thereof may be limited due to acceleration in connection with a foreclosure; or (3) subsequent charges in applicable law may limit or prohibit enforceability thereof) under applicable law.

INDIVIDUAL MORTGAGE LOANS. The Borrower Company and the applicable Co-Borrowers hereby represents represent with respect to each Mortgage Note and Mortgage Loan that is part of the Collateral: (a) The Borrower has Company and the applicable Co-Borrowers have good and marketable title to each Mortgage Note and Mortgage, was the sole owner thereof and had full right to pledge the Mortgage Loan to Lender Agent free and clear of any other Lien other than Permitted Liensexcept any such Lien which has been disclosed to Agent in writing and which is permitted hereunder; (b) To the best knowledge of the BorrowerCompany and the applicable Co-Borrowers, other than the permitted thirty (30) day delinquency period for payments permitted by the definition of Eligible Mortgage Loan, there is no default, breach, violation or event of acceleration existing under any Mortgage or the related Mortgage Note and there is no event which, with the passage of time or with notice and/or the expiration of any grace or cure period, would constitute a default, breach, violation or event of acceleration and no such default, breach, violation or event of acceleration has been waived; (c) To the best of the knowledge of the BorrowerCompany and the applicable Co-Borrowers, the physical condition of the Property subject to the Mortgage has not deteriorated since the date of origination of the related secured Mortgage Loan (normal wear and tear excepted) and there is no proceeding pending for the total or partial condemnation of any Mortgaged Property; (d) Each Mortgage contains customary and enforceable provisions such as to render the rights and remedies of the holder thereof adequate for the realization against the related Property subject to the Mortgage of the benefits of the security provided thereby, including, (i) in the case of a Mortgage designated as a deed of trust, by trustee's sale, and (ii) otherwise, by judicial foreclosure; (e) Each Mortgage Loan is a first lien or second lien Single Family one-to-four-family loan which is not a construction loan, and has been underwritten by the originator originator, investor or mortgage insurer thereof in accordance with such originator's, investor's or mortgage insurer's then current underwriting guidelines; provided that (i) the aggregate amount of Second Lien/HELOC Loans does not exceed the Applicable Sublimit for Second Lien/HELOC Loans, (ii) the aggregate amount of all Wet Loans does not exceed the Applicable Sublimit for Wet Loans, and (iii) the aggregate amount of is a Conforming Loan, a Nonconforming Loan, an FHA loan, a VA loan or Jumbo Loans does not exceed the Applicable Sublimit for Jumbo LoansMortgage Loan; (f) Each Mortgage Note is either (i) payable in monthly installments of principal and interest, with interest payable in arrears, and requires a monthly payment which is sufficient to amortize the original principal balance over the original term, not to exceed thirty (30) years, and to pay interest at the related interest rate, or (ii) payable in monthly installments of interest only, as applicable, with interest payable in arrears, with principal payments to begin no later than ten (10) years from closing with payments which are sufficient to fully amortize the original principal balance over a period not to exceed thirty (30) years; and no Mortgage Note provides for any extension of the original term; (g) No Mortgage Loan is a loan in respect of either the purchase of a manufactured home or mobile home or the purchase of the land on which a manufactured home or mobile home will be placed; no Mortgage securing a Mortgage Loan secures commercial property; (h) The origination practices used by the originator of the Mortgage Loans and the collection practices used by the Borrower Company and the applicable Co-Borrowers with respect to each Mortgage Loan have been in all material respects legal, proper, prudent and customary in the loan origination and servicing business; (i) Each To the best knowledge of the Company and the applicable Co Borrowers, each Mortgage Loan was originated in material compliance with all applicable Laws and, to the best of the Borrower's knowledge, laws and no fraud or misrepresentation was committed by any Person in connection therewith; and (j) For each Each Mortgage Loan, Loan matures within thirty (30) years after the Borrower has obtained closing protection letters from the underwriter for the respective title insurance policydate of origination thereof.

INDIVIDUAL MORTGAGE LOANS. The Borrower Company hereby represents and warrants to the Purchaser that, as to each Mortgage Loan, as of the related Closing Date (or such other date as may be specified herein or in the applicable Assignment and Conveyance): (a) The information set forth on the related Mortgage Loan Schedule with respect to each Mortgage Note Loan is true and Mortgage Loan that is part correct in all material respects; (b) Except as set forth on Exhibit M, all payments due prior to the related Cut-off Date have been made and none of the Collateral:Mortgage Loans will have been contractually delinquent for more than one calendar month more than once since the origination thereof; (c) Each Mortgage is a valid and enforceable first lien on the Mortgaged Property, including all improvements thereon, subject only to (a) The Borrower has good the lien of nondelinquent current real property taxes and marketable title to each Mortgage Note assessments, (b) covenants, conditions and restrictions, rights of way, easements and other matters of public record as of the date of recording of such Mortgage, such exceptions appearing of record being acceptable to mortgage lending institutions generally or specifically reflected in the appraisal made in connection with the origination of the related Mortgage Loan, and (c) other matters to which like properties are commonly subject which do not materially interfere with the benefits of the security intended to be provided by such Mortgage; (d) Immediately prior to the assignment of the Mortgage Loans to the Purchaser, the Company had good title to, and was the sole legal and beneficial owner thereof and had full right to pledge the of, each Mortgage Loan to Lender free and clear of any Lien pledge, lien, encumbrance or security interest and has full right and authority, subject to no interest or participation of, or agreement with, any other than Permitted Liensparty to sell and assign the same; (be) To the knowledge best of the BorrowerCompany's knowledge, there is no default, breach, violation delinquent tax or event of acceleration existing under any Mortgage or the related Mortgage Note and there is no event which, with the passage of time or with notice and/or the expiration of any grace or cure period, would constitute a default, breach, violation or event of acceleration and no such default, breach, violation or event of acceleration has been waived; (c) To the knowledge of the Borrower, the physical condition of the Property subject to the Mortgage has not deteriorated since the date of origination of the related secured Mortgage Loan (normal wear and tear excepted) and there is no proceeding pending for the total or partial condemnation of assessment lien against any Mortgaged Property; (df) There is no valid offset, defense or counterclaim to any Mortgage Note or Mortgage, including the obligation of the Mortgagor to pay the unpaid principal of or interest on such Mortgage Note, nor will the operation of any of the terms of the Mortgage Note and the Mortgage, or the exercise of any right thereunder, render the Mortgage unenforceable, in whole or in part, or subject to any right of rescission, set-off, counterclaim or defense, including the defense of usury and no such right of rescission, set-off, counterclaim or defense has been asserted with respect thereto; (g) To the best of the Company's knowledge, there are no mechanics' liens or claims for work, labor or material affecting any Mortgaged Property which are or may be a lien prior to, or equal with, the lien of the related Mortgage, except those which are insured against by the title insurance policy referred to in (k) below; (h) To the best of the Company's knowledge, each Mortgaged Property is free of material damage and is in good repair; (i) Each Mortgage Loan at origination complied in all material respects with applicable local, state and federal laws, including, without limitation, usury, equal credit opportunity, real estate settlement procedures, truth-in-lending and disclosure laws, and consummation of the transactions contemplated hereby will not involve the violation of any such laws; (j) Neither the Company nor any prior holder of any Mortgage has modified the Mortgage in any material respect (except that a Mortgage Loan may have been modified by a written instrument which has been recorded, if necessary, to protect the interests of the Purchaser and which has been delivered to the Custodian); satisfied, cancelled or subordinated such Mortgage in whole or in part; released the related Mortgaged Property in whole or in part from the lien of such Mortgage; or executed any instrument of release, cancellation, modification or satisfaction with respect thereto; (k) A lender's policy of title insurance together with a condominium endorsement and extended coverage endorsement, if applicable, and, with respect to each Adjustable Rate Mortgage Loan, an adjustable rate mortgage endorsement in an amount at least equal to the related Cut-off Date Principal Balance of each such Mortgage Loan or a commitment (binder) to issue the same was effective on the date of the origination of each Mortgage Loan, each such policy is valid and remains in full force and effect, the transfer of the related Mortgage Loan to the Purchaser will not affect the validity or enforceability of such policy and each such policy was issued by a title insurer qualified to do business in the jurisdiction where the Mortgaged Property is located and acceptable to FNMA or FHLMC and in a form acceptable to FNMA or FHLMC, which policy insures the Company and successor owners of indebtedness secured by the insured Mortgage, as to the first priority lien of the Mortgage; to the best of the Company's knowledge, no claims have been made under such mortgage title insurance policy and no prior holder of the related Mortgage, including the Company, has done, by act or omission, anything which would impair the coverage of such mortgage title insurance policy; (l) Each Mortgage Loan was originated by the Company (or, if generated on behalf of the Company by a Person other than the Company, is subject to the same standards and procedures used by the Company in originating mortgage loans directly) or by a savings and loan association, savings bank, commercial bank, credit union, insurance company or similar institution which is supervised and examined by a federal or state authority, or by a mortgagee approved by the Secretary of Housing and Urban Development pursuant to sections 203 and 211 of the National Housing Act; (m) With respect to each Adjustable Rate Mortgage Loan on each Adjustment Date, the Mortgage Interest Rate will be adjusted to equal the Index plus the Margin, rounded to the nearest 0.125%, subject to the Periodic Rate Cap, the Maximum Rate and the Minimum Rate. Except for Balloon Loans, the related Mortgage Note is payable on the first day of each month in self-amortizing monthly installments of principal and interest, with interest payable in arrears, and requires a Monthly Payment which is sufficient to fully amortize the outstanding principal balance of the Mortgage Loan over its remaining term and to pay interest at the applicable Mortgage Interest Rate. No Mortgage Loan is subject to negative amortization; (n) To the best of the Company's knowledge, all of the improvements which were included for the purpose of determining the Appraised Value of the Mortgaged Property lie wholly within the boundaries and building restriction lines of such property, and no improvements on adjoining properties encroach upon the Mortgaged Property; (o) All inspections, licenses and certificates required to be made or issued with respect to all occupied portions of the Mortgaged Property and, with respect to the use and occupancy of the same, including but not limited to certificates of occupancy, have been made or obtained from the appropriate authorities and the Mortgaged Property is lawfully occupied under applicable law; (p) All parties which have had any interest in the Mortgage, whether as mortgagee, assignee, pledgee or otherwise, are (or, during the period in which they held and disposed of such interest, were) in compliance with any and all applicable licensing requirements of the laws of the state wherein the Mortgaged Property is located; (q) The Mortgage Note and the related Mortgage are genuine, and each is the legal, valid and binding obligation of the maker thereof, enforceable in accordance with its terms and with applicable laws. All parties to the Mortgage Note and the Mortgage had legal capacity to execute the Mortgage Note and the Mortgage and each Mortgage Note and Mortgage have been duly and properly executed by such parties; (r) The proceeds of each Mortgage Loan have been fully disbursed, there is no requirement for future advances thereunder and any and all requirements as to completion of any on-site or off-site improvements and as to disbursements of any escrow funds therefor have been complied with. All costs, fees and expenses incurred in making, closing or recording the Mortgage Loans were paid; (s) The related Mortgage contains customary and enforceable provisions such as to which render the rights and remedies of the holder thereof adequate for the realization against the related Mortgaged Property subject to the Mortgage of the benefits of the security provided therebysecurity, including, (i) in the case of a Mortgage designated as a deed of trust, by trustee's sale, and (ii) otherwise, otherwise by judicial foreclosure. There is no homestead or other exemption available to the Mortgagor which would interfere with the right to sell the Mortgaged Property at a trustee's sale or the right to foreclose the Mortgage; (et) Each With respect to each Mortgage Loan constituting a deed of trust, a trustee, duly qualified under applicable law to serve as such, has been properly designated and currently so serves and is a first lien or second lien Single Family loannamed in such Mortgage, and has been underwritten no fees or expenses are or will become payable by the originator thereof Purchaser to the trustee under the deed of trust, except in accordance connection with such originatora trustee's then current underwriting guidelines; provided that (i) sale after default by the aggregate amount of Second Lien/HELOC Loans does not exceed the Applicable Sublimit for Second Lien/HELOC Loans, (ii) the aggregate amount of all Wet Loans does not exceed the Applicable Sublimit for Wet Loans, and (iii) the aggregate amount of Jumbo Loans does not exceed the Applicable Sublimit for Jumbo LoansMortgagor; (fu) Each Mortgage Note and each Mortgage is either (i) payable in monthly installments of principal and interest, with interest payable in arrears, and requires a monthly payment which is sufficient to amortize substantially the original principal balance over the original term, not to exceed thirty (30) years, and to pay interest at the related interest rate, or (ii) payable in monthly installments of interest only, with interest payable in arrears, with principal payments to begin no later than ten (10) years from closing with payments which are sufficient to fully amortize the original principal balance over a period not to exceed thirty (30) years; and no Mortgage Note provides for any extension of the original termforms attached hereto as Exhibit G; (gv) No There exist no deficiencies with respect to escrow deposits and payments, if such are required, for which customary arrangements for repayment thereof have not been made, and no escrow deposits or payments of other charges or payments due the Company have been capitalized under the Mortgage Loan is a loan in respect of either the purchase of a manufactured home or mobile home or the purchase of the land on which a manufactured home or mobile home will be placedrelated Mortgage Note; (hw) The origination practices used by the originator of the Mortgage Loans origination, underwriting and the collection practices used by the Borrower Company with respect to each Mortgage Loan have been in all material respects legal, proper, prudent and customary in the loan origination and mortgage servicing business; (ix) There is no pledged account or other security other than real estate securing the Mortgagor's obligations; (y) No Mortgage Loan has a shared appreciation feature, or other contingent interest feature; (z) No Mortgage Loan provides for primary mortgage insurance; (aa) The improvements upon each Mortgaged Property are covered by a valid and existing hazard insurance policy with a generally acceptable carrier that provides for fire extended coverage and such other hazards as are customary in the area where the Mortgaged Property is located representing coverage not less than the lesser of the outstanding principal balance of the related Mortgage Loan or the minimum amount required to compensate for damage or loss on a replacement cost basis. All individual insurance policies and flood policies referred to in clause (bb) below contain a standard mortgagee clause naming the Company or the original mortgagee, and its successors in interest, as mortgagee, and the Company has received no notice that any premiums due and payable thereon have not been paid; the Mortgage obligates the Mortgagor thereunder to maintain all such insurance, including flood insurance, at the Mortgagor's cost and expense, and upon the Mortgagor's failure to do so, authorizes the holder of the Mortgage to obtain and maintain such insurance at the Mortgagor's cost and expense and to seek reimbursement therefor from the Mortgagor; (bb) If the Mortgaged Property is in an area identified in the Federal Register by the Federal Emergency Management Agency as having special flood hazards, a flood insurance policy in a form meeting the requirements of the current guidelines of the Flood Insurance Administration is in effect with respect to such Mortgaged Property with a generally acceptable carrier in an amount representing coverage not less than the least of (A) the original outstanding principal balance of the Mortgage Loan, (B) the minimum amount required to compensate for damage or loss on a replacement cost basis or (C) the maximum amount of insurance that is available under the Flood Disaster Protection Act of 1973; (cc) There is no default, breach, violation or event of acceleration existing under the Mortgage or the related Mortgage Note; and the Company has not waived any default, breach, violation or event of acceleration; (dd) Each Mortgage Loan was originated Mortgaged Property is improved by a one- to four-family residential dwelling, including condominium units and dwelling units in material compliance with all applicable Laws andplanned unit developments, which, to the best of the BorrowerCompany's knowledge, does not include cooperatives or mobile homes and does not constitute other than real property under state law; (ee) There is no fraud obligation on the part of the Company or misrepresentation any other party under the terms of the Mortgage or related Mortgage Note to make payments in addition to those made by the Mortgagor; (ff) Any future advances made prior to the related Cut-off Date have been consolidated with the outstanding principal amount secured by the Mortgage, and the secured principal amount, as consolidated, bears a single interest rate and single repayment term reflected on the related Mortgage Loan Schedule. The consolidated principal amount does not exceed the original principal amount of the Mortgage Loan; (gg) Each Mortgage Loan was committed underwritten in accordance with the Company's underwriting guidelines set forth as an exhibit hereto; (hh) The Mortgage File contains an appraisal which was performed by an appraiser who satisfied, and which was conducted in accordance with, all of the applicable requirements of the Financial Institutions Reform, Recovery and Enforcement Act of 1989, as amended; (ii) None of the Mortgage Loans is a graduated payment mortgage loan, nor is any Person Mortgage Loan subject to a temporary buydown or similar arrangement; (jj) With respect to each Mortgage Loan, no loan junior in connection therewithlien priority to such Mortgage Loan and secured by the related Mortgaged Property was originated by the Company at the time of origination of such Mortgage Loan; (kk) The characteristics of the related Mortgage Loan Package are as set forth in the form of Exhibit M delivered in respect of the related Closing Date; (ll) Except as set forth in the related Confirmation, on the Final Closing Date, the Mortgage Loans comply with the conditions set forth in Section 2 of the related Commitment Letter; and (jmm) For each The Mortgage Loan, the Borrower has obtained closing protection letters from the underwriter contains an enforceable provision for the respective title insurance policyacceleration of the payment of the unpaid principal balance of the Mortgage Loan in the event that the Mortgaged Property is sold or transferred without the prior written consent of the mortgagee thereunder.