Common use of Mortgage Loans Clause in Contracts

Mortgage Loans. (a) The Borrower will not modify or waive any term of any pledged Mortgage Loan or release any security or obligor, if as a result thereof such Mortgage Loan would become, nor cause, through any activity or inactivity, a Mortgage Loan to become, ineligible for FHA insurance or VA guaranty, if applicable, or for purchase in accordance with the relevant Master Commitment or Purchase Commitment. The Borrower will notify the Agent of (i) any payment default in respect of any pledged Collateral which has continued for 30 days, 60 days or 90 days, respectively, (ii) the occurrence of an Insolvency Event in respect of an obligor on any Mortgage Loan pledged as Collateral, (iii) the commencement of foreclosure or similar proceedings in respect of the premises which secure any Mortgage Loan pledged as Collateral and (iv) any other material default in any other term of any pledged Collateral, such notice to be delivered not later than three (3) Business Days following the occurrence thereof in the case of an event specified in clauses (i) or (iii) and promptly upon the Borrower's receiving notice or otherwise becoming aware thereof in the case of an event specified in clauses (ii) or (iv). (b) All FHA Loans, and VA Loans will comply in all respects with all applicable requirements for purchase under the applicable GNMA or FNMA standard form of selling contract for FHA insured and VA guaranteed loans and any supplement thereto then in effect. All Conforming Mortgage Loans will comply in all respects with all applicable requirements for purchase under the applicable FNMA or FHLMC selling contract for Mortgage Loans of such type and any supplement thereto then in effect. All Jumbo Loans will comply in all respects with all applicable requirements for purchase under any Purchase Commitment relating thereto. All State Loans will comply in all respects with all applicable requirements for purchase by the state agency or instrumentality that issued a Purchase Commitment in respect thereof. All Eligible Nonconforming Mortgage Loans will comply in all respects with all applicable requirements for purchase under any Purchase Commitment relating thereto. All Mortgage Loans will be serviced and administered in accordance with all requirements of any Investor that has issued a Purchase Commitment or a Master Commitment applicable thereto.

Mortgage Loans. (a) The Borrower will not modify or waive -------------- any term of any pledged Mortgage Loan or release any security or obligor, if as a result thereof such Mortgage Loan would become, nor cause, through any activity or inactivity, a Mortgage Loan to become, ineligible for FHA insurance or VA guaranty, if applicable, or for purchase in accordance with the relevant Master Commitment or Purchase Commitment. The Borrower will notify the Agent of (i) any payment default in respect of any pledged Collateral which has continued for 30 days, 60 days or 90 days, respectively, (ii) the occurrence of an Insolvency Event of which the Borrower has knowledge in respect of an obligor on any Mortgage Loan pledged as Collateral, (iii) the commencement of foreclosure or similar proceedings in respect of the premises which secure any Mortgage Loan pledged as Collateral and (iv) any other material default in any other term of any pledged Collateral, such notice to be delivered not later than three (3) Business Days following the occurrence thereof in the case of an event specified in clauses (i) or (iii) and promptly upon the Borrower's receiving notice or otherwise becoming aware thereof in the case of an event specified in clauses (ii) or (iv). (b) All FHA Loans, and VA Loans will comply in all respects with all applicable requirements for purchase under the applicable GNMA or FNMA standard form of selling contract for FHA insured and VA guaranteed loans and any supplement thereto then in effect. All Conforming Mortgage Loans will comply in all respects with all applicable requirements for purchase under the applicable FNMA or FHLMC selling contract for Mortgage Loans of such type and any supplement thereto then in effect. All Jumbo Loans will comply in all respects with all applicable requirements for purchase under any Purchase Commitment relating thereto. All State Loans will comply in all respects with all applicable requirements for purchase by the state agency or instrumentality that issued a Purchase Commitment in respect thereof. All Eligible Nonconforming Mortgage Loans will comply in all respects with all applicable requirements for purchase under any Purchase Commitment relating thereto. All Mortgage Loans will be serviced and administered in accordance with all requirements of any Investor that has issued a Purchase Commitment or a Master Commitment applicable thereto.

Mortgage Loans. The Seller hereby agrees to sell, and the Purchaser agrees to purchase, on or before April 7, 2006 (a) The Borrower will the “Closing Date”), all of the Seller’s right, title and interest in, to and under the Mortgage Loans; provided, however, that the Purchaser does not modify or waive assume the obligation under any term of any pledged Mortgage Loan or release any security or obligor, if as a result thereof such Mortgage Loan would become, nor cause, through any activity or inactivity, a Mortgage Loan to becomefund any future advances required to be made to the related Mortgagor(s) thereunder, ineligible for FHA insurance and the Purchaser shall not be obligated or VA guarantypermitted to fund any such advances, if applicableit being understood that Interbay, or for purchase in accordance with as lender, shall retain the relevant Master Commitment or Purchase Commitmentobligation to fund future advances. The Borrower will notify conveyance of the Agent of Mortgage Loans hereunder includes (i) the Mortgage Loans (other than the related servicing rights) listed on the Closing Schedule attached hereto including all payments of interest (other than any payment default in Retained Interest), all prepayment premiums or penalties or yield maintenance payments received or receivable by the Seller on or with respect of to the Mortgage Loans listed on Schedule I-B attached hereto, and all principal and other amounts received or receivable on or with respect to the Mortgage Loans listed on Schedule I after the Cut-off Date (other than payments due on or prior to such date) and all payments due after such date but received prior to such date; provided, however, that the Purchaser shall not assume the obligation under any pledged Collateral which has continued for 30 daysPartially Disbursed Mortgage Loan to fund any future advances thereunder, 60 days or 90 daysit being understood that Interbay, respectivelyas lender, shall retain the obligation to fund such future advances, (ii) the occurrence related Mortgage Files and all rights of an Insolvency Event the Seller in respect of an obligor on any Mortgage the Loan pledged as Collateral, (iii) the commencement of foreclosure or similar proceedings in respect of the premises which secure any Mortgage Loan pledged as Collateral and Insurance Policies, (iv) any Insurance Proceeds, REO Property, Liquidation Proceeds and other material default recoveries (in any other term of any pledged Collateraleach case, such notice subject to be delivered not later than three (3) Business Days following the occurrence thereof in the case of an event specified in clauses clause (i) or above), (iiiv) and promptly upon all Holdback Amounts on deposit in custodial accounts established by Interbay for the Borrower's receiving notice or otherwise becoming aware thereof in benefit of the case of an event specified in clauses (ii) or (iv). (b) All FHA LoansTrust Fund, and VA Loans will comply (vi) all income, revenues, issues, choses in action, products, revisions, substitutions, replacements, profits, rents and all respects with all applicable requirements for purchase under cash and non-cash proceeds of the applicable GNMA foregoing, having an aggregate principal balance as of the close of business on March 1, 2006 (the “Cut-off Date”), after giving effect to payments of principal due on or FNMA standard form before the Cut-off Date, of selling contract for FHA insured and VA guaranteed loans and any supplement thereto then in effect. All Conforming Mortgage Loans will comply in all respects with all applicable requirements for purchase under the applicable FNMA or FHLMC selling contract for Mortgage Loans of such type and any supplement thereto then in effect. All Jumbo Loans will comply in all respects with all applicable requirements for purchase under any Purchase Commitment relating thereto. All State Loans will comply in all respects with all applicable requirements for purchase by the state agency or instrumentality that issued a Purchase Commitment in respect thereof. All Eligible Nonconforming Mortgage Loans will comply in all respects with all applicable requirements for purchase under any Purchase Commitment relating thereto. All Mortgage Loans will be serviced and administered in accordance with all requirements of any Investor that has issued a Purchase Commitment or a Master Commitment applicable theretoapproximately $ 407,369,525.25.

Mortgage Loans. (a) The Borrower will not modify or waive any term of any pledged Mortgage Loan or release any security or obligor, if as a result thereof such Mortgage Loan would become, nor cause, through any activity or inactivity, a Mortgage Loan to become, ineligible for FHA insurance or VA guaranty, if applicable, or for purchase in accordance with the relevant Master Commitment or Purchase Commitment. The Borrower will notify the Agent Lender of (i) any payment default in respect of any pledged Collateral which has continued for 30 days, 60 days or 90 days, respectively, (ii) the occurrence of an Insolvency Event of which the Borrower has knowledge in respect of an obligor on any Mortgage Loan pledged as Collateral, (iii) the commencement of foreclosure or similar proceedings in respect of the premises which secure any Mortgage Loan pledged as Collateral and (iv) any other material default in any other term of any pledged Collateral, such notice to be delivered not later than three (3) Business Days following the occurrence thereof in the case of an event specified in clauses (i) or (iii) and promptly upon the Borrower's receiving notice or otherwise becoming aware thereof in the case of an event specified in clauses (ii) or (iv). (b) . All FHA Loans, and VA Loans will comply in all respects with all applicable requirements for purchase under the applicable GNMA or FNMA standard form of selling contract for FHA insured and VA guaranteed loans and any supplement thereto then in effect. All Conforming Mortgage Loans will comply in all respects with all applicable requirements for purchase under the applicable FNMA or FHLMC selling contract for Mortgage Loans of such type and any supplement thereto then in effect. All Jumbo Loans will comply in all respects with all applicable requirements for purchase under any Purchase Commitment relating thereto. All State Loans will comply in all respects with all applicable requirements for purchase by the state agency or instrumentality that issued a Purchase Commitment in respect thereof. All Eligible Nonconforming Mortgage Loans will comply in all respects with all applicable requirements for purchase under any Purchase Commitment relating thereto. All Mortgage Loans will be serviced and administered in accordance with all requirements of any Investor that has issued a Purchase Commitment or a Master Commitment applicable thereto.

Mortgage Loans. (a) The Borrower will not modify or waive any term of any pledged Mortgage Loan or release any security or obligor, if as a result thereof such Mortgage Loan would become, nor cause, through any activity or inactivity, a Mortgage Loan to become, become ineligible for FHA insurance or VA guarantyguarantee, if applicable, or for purchase in accordance with the relevant any applicable Master Commitment or Purchase Commitment. The Borrower will notify the Agent Lender of (i) any payment default in respect of any pledged Collateral which has continued for 30 days, 60 days days, or 90 days, days respectively, (ii) the occurrence of an Insolvency Event in respect of an obligor on any Mortgage Loan pledged as Collateral, (iii) the commencement of foreclosure or similar proceedings in respect of the premises which secure any Mortgage Loan pledged as Collateral and (iv) any other material default in any other term of any pledged Collateral, such notice to be delivered not later than three (3) Business Days following the occurrence thereof in the case of an event specified in clauses (i) or (iii) and promptly upon the Borrower's receiving notice or otherwise becoming aware thereof in the case of an event specified in clauses (ii) or (iv). (b) All FHA Loans, and VA Loans will comply in all respects with all applicable requirements for purchase under the applicable GNMA or FNMA standard form of selling contract for FHA insured and VA guaranteed loans and any supplement thereto then in effect. All Conforming Mortgage Loans will comply in all respects with all applicable requirements for purchase under the applicable FNMA or FHLMC selling contract for Mortgage Loans of such type and any supplement thereto then in effect. All Jumbo Loans will comply in all respects with all applicable requirements for purchase under any Purchase Commitment relating thereto. All State Loans will comply in all respects with all applicable requirements for purchase by the state agency or instrumentality that issued a Purchase Commitment in respect thereof. All Eligible Nonconforming Mortgage Loans will comply in all respects with all applicable requirements for purchase under any applicable Purchase Commitment relating theretoCommitment. All Mortgage Loans will be serviced and administered in accordance with all requirements of any Investor that has issued a Purchase Commitment or a Master Commitment applicable thereto.

Mortgage Loans. (a) The Borrower will not modify or waive any term of any pledged Mortgage Loan or release any security or obligorSchedule attached hereto is true and correct in all material respects as of its date, if as a result thereof such and the Updated Mortgage Loan would become, nor cause, through any activity or inactivity, a Mortgage Loan to become, ineligible for FHA insurance or VA guaranty, if applicable, or for purchase in accordance with the relevant Master Commitment or Purchase Commitment. The Borrower will notify the Agent of (i) any payment default in respect of any pledged Collateral which has continued for 30 days, 60 days or 90 days, respectively, (ii) the occurrence of an Insolvency Event in respect of an obligor on any Mortgage Loan pledged as Collateral, (iii) the commencement of foreclosure or similar proceedings in respect of the premises which secure any Mortgage Loan pledged as Collateral and (iv) any other material default in any other term of any pledged Collateral, such notice Schedule to be delivered provided to Buyer not later less than three five (35) Business Days following the occurrence thereof prior to Closing shall be true and correct in the case all material respects as of an event specified in clauses (i) or (iii) and promptly upon the Borrower's receiving notice or otherwise becoming aware thereof in the case of an event specified in clauses (ii) or (iv)its date. (b) All FHA Section 3.19(b) of the Seller Disclosure Schedule sets forth a true and correct listing in all material respects as of the date hereof of (i) all Serviced Loans originated by the Company on or after January 1, 2013; (ii) all Mortgage Loans under application with the Company, (iii) all Mortgage Loans under commitment by the Company; (iv) all Mortgage Loans under rate lock with the Company; and (v) all Mortgage Loans more than thirty (30) days past due. (c) To the Knowledge of Sellers, except as set forth on Section 3.19(c) of the Seller Disclosure Schedule, each Mortgage Loan that was originated or underwritten by the Company complied in all material respects, at the time of its origination (regardless of any corrective action taken by any Program Lender, such as a risk loss adjustment), with all applicable Laws and requirements of the applicable Program Lender that were in effect as of the origination date for mortgage loans similar to the Mortgage Loans, including such Program Lender’s underwriting guidelines (the “Applicable Requirements”). To the Knowledge of Sellers, the Company has complied in all material respects with its servicing obligations under the applicable Mortgage Servicing Agreement with respect to such Mortgage Loan, including with respect to the applicable required reserves (including the Required Restricted Reserve Amount) and VA replacement reserve requirements, and with respect to escrow administration procedures and practices. (d) Except as set forth on Section 3.19(d) of the Seller Disclosure Schedule, no Mortgage Loan is subject to any foreclosure Action or other mortgage default legal proceeding, by the Company or any Program Lender. (e) Since January 1, 2010, there has been no written demand made to the Company, Sellers or any of their Affiliates, for the repurchase of a Mortgage Loan due to the alleged breach of any representation, warranty or covenant with respect to the Mortgage applicable to such Mortgage Loan, or due to alleged fraud relating to such Mortgage Loan. (f) To the Knowledge of Sellers, each Mortgage Loan is evidenced by a Mortgage Note and is duly secured by a valid, subsisting, enforceable and perfected first lien or subordinated lien on the related Mortgaged Property, in each case, on such forms and with such terms as comply with all Applicable Requirements. To the Knowledge of Sellers, each Mortgage related to a Mortgage Loan creates an ownership interest in an estate in fee simple in the Mortgaged Property. To the Knowledge of Sellers, each Mortgage Note related to a Mortgage Loan and the related Mortgage is genuine and each is the legal, valid and binding obligation of the maker thereof, enforceable in accordance with its terms, subject to bankruptcy, insolvency and similar Laws affecting generally the enforcement of creditors’ rights and the discretion of a court to grant specific performance. To the Knowledge of Sellers, no Mortgage Loan is subject to any rights of rescission, set-off, counterclaim or defense, nor will the operation of any of the terms of the applicable Mortgage Note or the Mortgage, or the exercise of any right thereunder, render either such Mortgage Note or such Mortgage unenforceable by the lender, 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 Knowledge of Sellers, all buildings or other customary insured improvements upon each Mortgaged Property related to a Mortgage Loan are insured by a qualified insurer acceptable under the DUS Guide or such other applicable Program Lender guidelines against loss by fire, hazards of extended coverage and such other hazards as are provided for in the DUS Guide or such other applicable Program Lender guidelines, pursuant to insurance policies conforming to Applicable Requirements. (h) To the Knowledge of Sellers, any requirements of any applicable Law including usury, truth in lending, real estate settlement procedures, consumer credit protection, predatory and abusive lending Laws, equal credit opportunity, fair housing and disclosure laws or unfair and deceptive practices Laws applicable to the origination and servicing of mortgage loans of a type similar to the Mortgage Loans have been complied with. To the Knowledge of Sellers, each Mortgage Loan at the time it was made complied in all material respects with applicable local, state, and federal Laws, including, but not limited to, all applicable predatory and abusive lending Laws. (i) To the Knowledge of Sellers, each Mortgage is properly recorded, has been presented for recording and will comply be a valid, perfecting and enforceable either first Lien and first priority or subordinated Lien and subordinated priority security interest with respect to each Mortgage Loan on the Mortgaged Property, including all improvements on the Mortgaged Property. To the Knowledge of Sellers, any Mortgage Document related to and delivered in connection with the Mortgage Loans establishes and creates a valid, existing and enforceable (i) first Lien and first priority security interest with respect to each first Lien Mortgage Loan, or (ii) subordinated Lien and subordinated priority security interest with respect to each subordinated Lien Mortgage Loan, in either case, on the property described therein. To the Knowledge of Sellers, each Mortgage Note is not and has not been secured by any collateral other than the Lien of the corresponding Mortgage and the security interest of any applicable security agreement or chattel mortgage referred to in this paragraph. (j) To the Knowledge of Sellers, each Mortgage Note and related Mortgage are original and genuine and each is the legal, valid and binding obligation of the maker thereof, enforceable in all respects in accordance with its terms. To the Knowledge of Sellers, all parties to each Mortgage Note and each Mortgage had legal capacity to enter into each Mortgage Loan and to execute and deliver each Mortgage Note and each Mortgage, and each Mortgage Note and each Mortgage have been duly and properly executed by such parties. To the Knowledge of Sellers, the borrower under each Mortgage has received all disclosure materials required by applicable requirements for purchase under Law with respect to the applicable GNMA making of fixed or FNMA standard form adjustable rate mortgage loans, as applicable. (k) To the Knowledge of selling contract for FHA insured Sellers, the relevant Mortgage Loan files are complete and VA guaranteed loans accurate and any supplement thereto then in effect. All Conforming Mortgage Loans will comply are being maintained in all material respects with all applicable requirements for purchase under the applicable FNMA or FHLMC selling contract for Mortgage Loans of such type and any supplement thereto then in effect. All Jumbo Loans will comply in all respects with all applicable requirements for purchase under any Purchase Commitment relating thereto. All State Loans will comply in all respects with all applicable requirements for purchase by the state agency or instrumentality that issued a Purchase Commitment in respect thereof. All Eligible Nonconforming Mortgage Loans will comply in all respects with all applicable requirements for purchase under any Purchase Commitment relating thereto. All Mortgage Loans will be serviced and administered in accordance with all requirements of any Investor that has issued a Purchase Commitment or a Master Commitment applicable theretoApplicable Requirements.

Mortgage Loans. (a) The Borrower will not modify or waive any term of any pledged Mortgage Loan or release any security or obligorSchedule attached hereto is true and correct in all material respects as of its date, if as a result thereof such and the Updated Mortgage Loan would become, nor cause, through any activity or inactivity, a Mortgage Loan to become, ineligible for FHA insurance or VA guaranty, if applicable, or for purchase in accordance with the relevant Master Commitment or Purchase Commitment. The Borrower will notify the Agent of (i) any payment default in respect of any pledged Collateral which has continued for 30 days, 60 days or 90 days, respectively, (ii) the occurrence of an Insolvency Event in respect of an obligor on any Mortgage Loan pledged as Collateral, (iii) the commencement of foreclosure or similar proceedings in respect of the premises which secure any Mortgage Loan pledged as Collateral and (iv) any other material default in any other term of any pledged Collateral, such notice Schedule to be delivered provided not later less than three five (35) Business Days following the occurrence thereof prior to Closing shall be true and correct in the case all material respects as of an event specified in clauses (i) or (iii) and promptly upon the Borrower's receiving notice or otherwise becoming aware thereof in the case of an event specified in clauses (ii) or (iv)its date. (b) All FHA Loans, Section 3.19(b) of the Seller Disclosure Schedule sets forth a true and VA Loans will comply correct listing in all material respects as of the date hereof of (i) all mortgage loans under application with the ACRE Companies, (ii) all commitments by the ACRE Companies to fund and deliver mortgage loans, under rate lock or otherwise; and (iii) all Mortgage Loans more than thirty (30) days past due. (i) Each Mortgage Loan that was made since the Acquisition Date complied in all material respects, at the time of its origination (regardless of any corrective action taken by any Program Lender, such as a risk loss adjustment), with all applicable Laws and requirements of the applicable Program Lender that were in effect as of the origination date for mortgage loans similar to such Mortgage Loan, including such Program Lender’s underwriting guidelines (the “Applicable Requirements”), (ii) each Mortgage Loan that was made since the Acquisition Date presently complies in all material respects with all applicable Laws and requirements for purchase of the applicable Program Lender, and (iii) since the Acquisition Date, the ACRE Companies have complied in all material respects with their servicing obligations under the applicable GNMA Mortgage Servicing Agreement with respect to each Serviced Loan, including with respect to the applicable required reserves (including the Required Restricted Reserve Amount) and replacement reserve requirements, and with respect to escrow administration procedures and practices. (d) As of the date hereof, no Mortgage Loan is subject to any foreclosure Action or FNMA standard form other mortgage default legal proceeding, by the ACRE Companies or any Program Lender. (e) From the Acquisition Date to the date hereof, there has been no written demand made to the ACRE Companies, Seller or any of selling contract their respective controlled Affiliates, for FHA the repurchase of a Mortgage Loan due to the alleged breach of any representation, warranty or covenant with respect to the Mortgage applicable to such Mortgage Loan, or due to alleged fraud relating to such Mortgage Loan. (f) Each (i) Mortgage Loan is evidenced by a Mortgage Note and is duly secured by a valid, subsisting, enforceable and perfected first lien or subordinated lien on the related Mortgaged Property, in each case, on such forms and with such terms as comply with all Applicable Requirements and in the lien priority position set forth in the documentation for such Mortgage Loan, (ii) Mortgage related to a Mortgage Loan creates an ownership interest in an estate in fee simple or ground lease in the Mortgaged Property, (iii) Mortgage Note related to a Mortgage Loan and the related Mortgage is genuine and each was duly and properly executed and is the legal, valid and binding obligation of the maker thereof, enforceable in accordance with its terms, except as such enforcement may be limited by bankruptcy, insolvency, fraudulent transfer, receivership, reorganization, moratorium, redemption, liquidation or other similar Laws now or hereafter in effect relating to or affecting the rights and remedies of creditors and general principles of equity (whether considered in a proceeding at law or in equity) and the discretion of the court before which any proceeding therefor may be brought, (iv) Mortgage Loan is not subject to any rights of rescission, set-off, counterclaim or defense, nor will the operation of any of the terms of the applicable Mortgage Note or the Mortgage, or the exercise of any right thereunder, render either such Mortgage Note or such Mortgage unenforceable by the lender, 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, and (v) borrower under each Mortgage has received all disclosure materials required by applicable Law with respect to the making of fixed or adjustable rate mortgage loans, as applicable, in each case, except as would not reasonably be expected to be, individually or in the aggregate, material to the ACRE Companies, taken as a whole. (g) To the Knowledge of Seller, as of the date hereof, all buildings or other customary insured improvements upon each Mortgaged Property related to a Mortgage Loan are or will be insured by a qualified insurer acceptable under the Xxxxxx Xxx Guide or such other applicable Program Lender guidelines against loss by fire, hazards of extended coverage and VA guaranteed such other hazards as are provided for in the Xxxxxx Mae Guide or such other applicable Program Lender guidelines, pursuant to insurance policies conforming to Applicable Requirements, in each case, except as would not reasonably be expected to be, individually or in the aggregate, material to the ACRE Companies, taken as a whole. (h) Any requirements of any applicable Law including usury, truth in lending, real estate settlement procedures, consumer credit protection, predatory and abusive lending Laws, equal credit opportunity, fair housing and disclosure Laws or unfair and deceptive practices Laws applicable to the origination and servicing of mortgage loans and any supplement thereto then in effect. All Conforming of a type similar to the Mortgage Loans will comply made since the Acquisition Date have been complied with, except as would not reasonably be expected to be, individually or in the aggregate, material to the ACRE Companies, taken as a whole. Each Mortgage Loan made since the Acquisition Date at the time it was made complied with applicable local, state, and federal Laws, including, but not limited to, all applicable predatory and abusive lending Laws, except as would not reasonably be expected to be, individually or in the aggregate, material to the ACRE Companies, taken as a whole. (i) The relevant Mortgage Loan files created by the ACRE Companies since the Acquisition Date are complete and accurate in all material respects with all applicable requirements for purchase under and are being, and have been since the applicable FNMA or FHLMC selling contract for Mortgage Loans Acquisition Date, in the ordinary course of such type and any supplement thereto then in effect. All Jumbo Loans will comply business, maintained in all material respects with all applicable requirements for purchase under any Purchase Commitment relating thereto. All State Loans will comply in all respects with all applicable requirements for purchase by the state agency or instrumentality that issued a Purchase Commitment in respect thereof. All Eligible Nonconforming Mortgage Loans will comply in all respects with all applicable requirements for purchase under any Purchase Commitment relating thereto. All Mortgage Loans will be serviced and administered in accordance with all requirements Applicable Requirements. (j) To the Knowledge of Seller, Section 3.19(j) of the Seller Disclosure Schedule contains a true and complete list since the Acquisition Date of any Investor that Company Employee for whom the Company has issued received written notification of negative feedback or sanction from a Purchase Commitment or a Master Commitment applicable thereto.Program Lender related to such Company Employee’s performance as an employee of the Company

Mortgage Loans. The Seller hereby agrees to sell, and the Purchaser agrees to purchase, on or before August 31, 2005 (a) The Borrower will the “Closing Date”), all of the Seller’s right, title and interest in, to and under the Mortgage Loans; provided, however, that the Purchaser does not modify or waive assume the obligation under any term of any pledged Mortgage Loan or release any security or obligor, if as a result thereof such Mortgage Loan would become, nor cause, through any activity or inactivity, a Mortgage Loan to becomefund any future advances required to be made to the related Mortgagor(s) thereunder, ineligible for FHA insurance and the Purchaser shall not be obligated or VA guarantypermitted to fund any such advances, if applicableit being understood that Interbay, or for purchase in accordance with as lender, shall retain the relevant Master Commitment or Purchase Commitmentobligation to fund future advances. The Borrower will notify conveyance of the Agent of Mortgage Loans hereunder includes (i) the Mortgage Loans (other than the related servicing rights) listed on the Closing Schedule attached hereto including all payments of interest (other than any payment default in Retained Interest), all prepayment premiums or penalties or yield maintenance payments received or receivable by the Seller on or with respect of to the Mortgage Loans listed on Schedule I-B attached hereto, and all principal and other amounts received or receivable on or with respect to the Mortgage Loans listed on Schedule I after the Cut-off Date (other than payments due on or prior to such date) and all payments due after such date but received prior to such date; provided, however, that the Purchaser shall not assume the obligation under any pledged Collateral which has continued for 30 daysPartially Disbursed Mortgage Loan to fund any future advances thereunder, 60 days or 90 daysit being understood that Interbay, respectivelyas lender, shall retain the obligation to fund such future advances, (ii) the occurrence related Mortgage Files and all rights of an Insolvency Event the Seller in respect of an obligor on any Mortgage the Loan pledged as Collateral, (iii) the commencement of foreclosure or similar proceedings in respect of the premises which secure any Mortgage Loan pledged as Collateral and Insurance Policies, (iv) any Insurance Proceeds, REO Property, Liquidation Proceeds and other material default recoveries (in any other term of any pledged Collateraleach case, such notice subject to be delivered not later than three (3) Business Days following the occurrence thereof in the case of an event specified in clauses clause (i) or above), (iiiv) and promptly upon all Holdback Amounts on deposit in custodial accounts established by Interbay for the Borrower's receiving notice or otherwise becoming aware thereof in benefit of the case of an event specified in clauses (ii) or (iv). (b) All FHA LoansTrust Fund, and VA Loans will comply (vi) all income, revenues, issues, choses in action, products, revisions, substitutions, replacements, profits, rents and all respects with all applicable requirements for purchase under cash and non-cash proceeds of the applicable GNMA foregoing, having an aggregate principal balance as of the close of business on August 1, 2005 (the “Cut-off Date”), after giving effect to payments of principal due on or FNMA standard form before the Cut-off Date, of selling contract for FHA insured and VA guaranteed loans and any supplement thereto then in effect. All Conforming Mortgage Loans will comply in all respects with all applicable requirements for purchase under the applicable FNMA or FHLMC selling contract for Mortgage Loans of such type and any supplement thereto then in effect. All Jumbo Loans will comply in all respects with all applicable requirements for purchase under any Purchase Commitment relating thereto. All State Loans will comply in all respects with all applicable requirements for purchase by the state agency or instrumentality that issued a Purchase Commitment in respect thereof. All Eligible Nonconforming Mortgage Loans will comply in all respects with all applicable requirements for purchase under any Purchase Commitment relating thereto. All Mortgage Loans will be serviced and administered in accordance with all requirements of any Investor that has issued a Purchase Commitment or a Master Commitment applicable theretoapproximately $103,036,890.36.

Mortgage Loans. Subject to Section 10.02, the respective obligations and responsibilities of the Depositor, the Servicer and the Trustee created hereby (other than the obligation of the Trustee to make certain payments to Certificateholders after the Final Distribution Date and to send certain notices as hereinafter set forth and the obligations of the Trustee pursuant to Sections 5.04(b) and 5.05(b)) shall terminate upon the last action required to be taken by the Trustee on the Final Distribution Date pursuant to this Article X following the earlier of (a) The Borrower will not modify or waive any term the purchase by the Depositor of any pledged all Mortgage Loan or release any security or obligor, if as Loans and all REO Property remaining in the Trust Estate at a result thereof such Mortgage Loan would become, nor cause, through any activity or inactivity, a Mortgage Loan price equal to become, ineligible for FHA insurance or VA guaranty, if applicable, or for purchase in accordance with the relevant Master Commitment or Purchase Commitment. The Borrower will notify the Agent sum of (i) 100% of the Stated Principal Balance of each Mortgage Loan (other than any payment default in respect of any pledged Collateral Mortgage Loan as to which REO Property has continued for 30 days, 60 days or 90 days, respectivelybeen acquired and whose fair market value is included pursuant to clause (ii) below), (ii) the occurrence fair market value of an Insolvency Event in respect such REO Property, plus any Class Unpaid Interest Shortfall for any Class of an obligor Certificates as well as one month's interest at the related Mortgage Interest Rate on the Stated Principal Balance of each Mortgage Loan (including any Mortgage Loan pledged as Collateral, to which REO Property has been acquired) and (iii) any Reimbursement Amount owed to the commencement of foreclosure Trust pursuant to Section 2.04 or similar proceedings in (b) the final payment or other liquidation (or any advance with respect thereto) of the premises which secure last Mortgage Loan remaining in the Trust Estate or the disposition of all REO Property. Regardless of the foregoing, in no event shall the Trust created hereby continue beyond the expiration of 21 years from the death of the last survivor of the descendants of Jxxxxx X. Xxxxxxx, the late ambassador of the United States to the Court of St. Jxxxx, living on the date hereof. The right of the Depositor to repurchase all of the Mortgage Loans is conditioned upon (A) the aggregate Stated Principal Balance of the Mortgage Loans as of such Final Distribution Date being less than 10% of the aggregate Cut-off Date Principal Balance and (B) the sum of clause (a)(i) and (ii) of the second preceding paragraph being less than or equal to the aggregate fair market value of the Mortgage Loans (other than any Mortgage Loan pledged as Collateral and (iv) any other material default in any other term of any pledged Collateral, such notice to be delivered not later than three (3) Business Days following the occurrence thereof in the case of an event specified in clauses (i) or (iiiwhich REO Property has been acquired) and promptly upon the Borrower's receiving notice or otherwise becoming aware thereof in the case of an event specified in clauses REO Properties; provided, however, that this clause (iiB) or (iv). (b) All FHA Loans, and VA Loans will comply in all respects with all applicable requirements for purchase under the applicable GNMA or FNMA standard form of selling contract for FHA insured and VA guaranteed loans and shall not apply to any supplement thereto then in effect. All Conforming Mortgage Loans will comply in all respects with all applicable requirements for purchase under the applicable FNMA or FHLMC selling contract for Mortgage Loans of such type and any supplement thereto then in effect. All Jumbo Loans will comply in all respects with all applicable requirements for purchase under any Purchase Commitment relating thereto. All State Loans will comply in all respects with all applicable requirements for purchase by the state agency Depositor if, at the time of the purchase, the Depositor is no longer subject to regulation by the Office of the Comptroller of the Currency, the FDIC, the Federal Reserve or instrumentality that issued a Purchase Commitment in respect thereofthe OTS. All Eligible Nonconforming Fair market value for purposes of this paragraph and the second preceding paragraph will be determined by the Depositor as of the close of business on the third Business Day next preceding the date upon which notice of any such termination is furnished to Certificateholders pursuant to the fourth paragraph of this Article X. If such right is exercised, the Trustee shall, promptly following payment of the purchase price, release to the Depositor or its designee the Mortgage Files pertaining to the Mortgage Loans will comply in all respects with all applicable requirements for purchase under any Purchase Commitment relating thereto. All Mortgage Loans will be serviced and administered in accordance with all requirements of any Investor that has issued a Purchase Commitment or a Master Commitment applicable theretobeing purchased.