Common use of Representations and Warranties as to Clause in Contracts

Representations and Warranties as to. the Security Interest of the Indenture Trustee in the Receivables. The Issuer makes the following representations and warranties to the Indenture Trustee. The representations and warranties speak as of the execution and delivery of this Indenture and as of the Closing Date, and shall survive the sale of the Trust Estate to the Issuer and the pledge thereof to the Indenture Trustee pursuant to this Indenture. (a) This Indenture creates a valid and continuing security interest (as defined in the UCC) in the Receivables in favor of the Indenture Trustee, which security interest is prior to all other Liens, and is enforceable as such as against creditors of and purchasers from the Issuer. (b) The Receivables constitute "chattel paper" within the meaning of the UCC. (c) The Issuer owns and has good and marketable title to the Receivables free and clear of any lien, claim or encumbrance of any Person. (d) The Issuer has caused or will have caused, within ten days, the filing of all appropriate financing statements in the proper filing office in the appropriate jurisdictions under applicable law in order to perfect the security interest in the Receivables granted to the Indenture Trustee hereunder. (e) Other than the security interest granted to the Indenture Trustee pursuant to this Indenture, the Issuer has not pledged, assigned, sold, granted a security interest in, or otherwise conveyed any of the Receivables. The Issuer has not authorized the filing of and is not aware of any financing statements against the Issuer that include a description of collateral covering the Receivables other than any financing statement relating to the security interest granted to the Indenture Trustee hereunder or that has been terminated. The Issuer is not aware of any judgment or tax lien filings against it. (f) The Servicer as custodian for the Issuer has in its possession all original copies of the contracts that constitute or evidence the Receivables. The contracts that constitute or evidence the Receivables do not have any marks or notations indicating that they have been pledged, assigned or otherwise conveyed to any Person other than the Indenture Trustee.

Representations and Warranties as to. the Security Interest of the Indenture Trustee in the Receivables. The Issuer Trust makes the following representations and warranties to the Indenture Trustee. The representations and warranties speak as of the execution and delivery of this Indenture Agreement and as of the each Closing Date, . Such representations and warranties shall survive the sale pledge of the Receivables by the Trust Estate to the Issuer and the pledge thereof to the Indenture Trustee pursuant to and the termination of this IndentureAgreement and shall not be waived by any party hereto unless the Rating Agency Condition is satisfied. (a) This Indenture Agreement creates a valid and continuing security interest (as defined in the applicable UCC) in the Receivables Collateral in favor of the Indenture Trustee, which security interest is prior to all other Liens, and is enforceable as such as against creditors of and purchasers from the IssuerTrust. (b) The Receivables constitute "chattel paperaccounts" within the meaning of the applicable UCC. (c) The Issuer Trust owns and has good and marketable title to the Receivables Collateral free and clear of any lienLien, claim or encumbrance of any Person. (d) The Issuer Trust has caused or will have caused, within ten days, the filing of all appropriate financing statements in the proper filing office in the appropriate jurisdictions under applicable law in order to perfect the security interest in the Receivables Collateral granted to the Indenture Trustee hereunder. (e) Other than the security interest granted to the Indenture Trustee pursuant to this IndentureAgreement, the Issuer Trust has not pledged, assigned, sold, granted a security interest in, or otherwise conveyed any of the ReceivablesCollateral. The Issuer Trust has not authorized the filing of and is not aware of any financing statements against the Issuer Trust that include a description of collateral covering the Receivables Collateral other than any financing statement relating to the security interest granted to the Indenture Trustee hereunder or that has been terminated. The Issuer Trust is not aware of any judgment or tax lien filings against itthe Trust . (f) The Servicer as custodian for the Issuer has in its possession all original copies of the contracts that constitute or evidence the Receivables. The contracts that constitute or evidence the Receivables do not have any marks or notations indicating that they have been pledged, assigned or otherwise conveyed to any Person other than the Indenture Trustee.

Representations and Warranties as to. Each Mortgage Loan and the Security Interest other Transferred Assets. The Unaffiliated Seller represents and warrants to the Servicer, the Depositor, the Backup Servicer, the Trustee for its own benefit and for the benefit of the Indenture Trustee in Owners of the Receivables. The Issuer makes Certificates, as to each Mortgage Loan, that, as of the Closing Date: (a) it has entered into the Unaffiliated Seller's Agreement with the Depositor and it has made the following representations and warranties in respect of the Mortgage Loans conveyed by it pursuant to the Indenture Trustee. The Unaffiliated Seller's Agreement, which representations and warranties speak as of the execution are or will be true and delivery of this Indenture and correct as of the Closing Date, and shall survive which the sale Unaffiliated Seller is hereby restating as true and correct as of the Trust Estate Closing Date: (i) (A) the information with respect to each Mortgage Loan set forth in the Schedule of Mortgage Loans is true and correct; (B) such Mortgage Loan is denominated and payable in United States Dollars; (C) each Mortgage Loan will provide for a schedule of payments which are, if timely paid, sufficient to fully pay the principal balance of such Mortgage Loan on or before its maturity date and to pay interest at the applicable interest rate (without giving effect to any contingent interest or shared appreciation feature); (D) to the Issuer best of its knowledge, the down payment, if any, described in the Loan File was paid in the manner stated in the Loan File; (E) to the best of the Unaffiliated Seller's knowledge, the Loan Collateral, if any, the purchase of which was financed by the seller thereof under the Mortgage Loan, has been delivered to and accepted by the Mortgagor; (F) except as otherwise noted on the Exception Report, to the best of the Unaffiliated Seller's knowledge, the related Loan File is complete and the pledge thereof contractual documents contained therein constitute the entire agreement with respect to the Indenture Trustee pursuant Mortgage Loan with respect to this Indenturethe Mortgagor, the Originator and the Unaffiliated Seller; and (G) each Loan File contains a true and complete original of any (1) Note and (2) Mortgage; (ii) no Mortgage Loan originated by WCC was more than 30 days Delinquent and no Mortgage Loan purchased by the Unaffiliated Seller from a party other than WCC was more than 60 days Delinquent. (aiii) This Indenture creates (A) the proceeds of the Mortgage Loan have been fully disbursed, and there is no obligation on the part of any Person to make future advances thereunder; (B) 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; (C) all costs, fees and expenses incurred in making or closing or recording the Mortgage Loans were paid; (iv) (A) such Mortgage Loan has not been satisfied, subordinated or rescinded, and no provision of the Mortgage Loan has been waived, altered or modified in any respect, except by instruments or documents identified in the Loan File; and (B) such Mortgage Loan is not and will not be subject to any right of rescission, set-off, recoupment, counterclaim or defense, whether arising out of transactions concerning the Mortgage Loan between the Mortgagor and the originator of the Mortgage Loan or otherwise, and no such claim has been asserted with respect thereto; (A) immediately prior to assigning such Mortgage Loan the Unaffiliated Seller was the sole owner and had full right to transfer the Mortgage Loan to the Depositor and such Mortgage Loan has not been sold, assigned or pledged to any other Person; (B) the Unaffiliated Seller's Agreement constitutes valid transfer, assignment, set-over and conveyance to the Unaffiliated Seller of all right, title and interest of the Unaffiliated Seller in and to the Mortgage Loans sold thereunder, free and clear of any Adverse Claim (except for any Permitted Liens on the related Loan Collateral, as set forth in the Schedule of Mortgage Loans); (C) without limiting the generality of the foregoing, the Unaffiliated Seller has duly fulfilled all obligations on its part to be fulfilled under or in connection with the Mortgage Loan and has done nothing to impair the rights of the Unaffiliated Seller or the Trust in the Mortgage Loan or the proceeds with respect thereto, including, without limitation, paid in full all taxes and other charges payable in connection with the Mortgage Loan and the transfer of the Mortgage Loan to the Unaffiliated Seller or the Trust, which could impair or become an Adverse Claim to the Unaffiliated Seller or the Trust's interest in such Mortgage Loan; and (D) the transfer, assignment and conveyance of the related Mortgage Loans by the Unaffiliated Seller pursuant to the Unaffiliated Seller's Agreement is not subject to the bulk transfer laws or any similar statutory provisions in effect in any applicable jurisdiction; (vi) to the best knowledge of the Unaffiliated Seller, (A) there is no Adverse Claim in respect of the Loan Collateral (including any mechanics' lien or claim for work, labor or material or tax or assessment lien) except for any Permitted Lien and (B) either (1) no consent for the Mortgage Loan is required by the holder of any Permitted Lien or (2) such consent has been obtained and is contained in the Loan File; (vii) to the best knowledge of the Unaffiliated Seller, (A) there is no default, breach, violation, or event permitting acceleration under the Mortgage Loan, and no event has occurred which, with notice and the expiration of any grace or cure period or both, would constitute a default, breach, violation, or event permitting acceleration under such Mortgage Loan; (B) there are no proceedings or investigations pending or threatened before any Governmental Authority (1) asserting the invalidity of such Mortgage Loan, (2) asserting the bankruptcy or insolvency of the related Mortgagor, (3) seeking the payment of such Mortgage Loan or (4) seeking any determination or ruling that might materially and adversely affect the validity or enforceability of such Mortgage Loan; and (C) to the best of the Unaffiliated Seller's knowledge, no Mortgagor on such Mortgage Loan is bankrupt, insolvent, or is unable to make payment of its obligations when due; (viii) the Mortgage Loan (1) constitutes the legal, valid and continuing binding obligation of the Mortgagor thereunder enforceable against the Mortgagor in accordance with its terms (except as may be limited by laws affecting creditors' rights generally) and (2) the Mortgage Loan contains customary enforceable provisions such as to render the rights and remedies of the holder thereof adequate for the realization against the Loan Collateral for the benefit of the security afforded thereby; (ix) the Mortgage Loan was originated by the related Originator without any conduct constituting fraud or misrepresentation on the part of such Originator, and has no knowledge of any specific fact which should have led it to expect at the time of assignment of such Mortgage Loan that the Mortgage Loan would not be paid in full when due; (A) all parties which have had any ownership interest (as defined or servicing rights in the UCCMortgage Loan are (or, during the period in which they held and disposed of such interest, were) in the Receivables in favor compliance with any and all applicable licensing requirements of the Indenture Trusteelaws of the state wherein the Mortgagor and the Loan Collateral is located; and (B) the Mortgage Loan was not originated in, nor is subject to the laws of any jurisdiction, the laws of which security interest is would make the transfer of the Mortgage Loan to the Unaffiliated Seller or the Trust unlawful; (xi) such Mortgage Loan does not contravene in any material respect any laws, rules or regulations applicable thereto (including, without limitation, laws, rules and regulations relating to usury, consumer protection, truth-in-lending, fair credit billing, fair credit reporting, equal credit opportunity, fair debt collection practices and privacy); (xii) each Mortgage Loan immediately prior to its sale pursuant to the Unaffiliated Seller's Agreement was being serviced by the Servicer; (A) the Unaffiliated Seller has performed any and all other Liensacts required to be performed (if any) to preserve the rights and remedies of the Trustee in any insurance policies applicable to the Mortgage Loans; and (B) each insurance policy with respect to the Mortgage Loan or the Loan Collateral is a valid, binding, enforceable and subsisting insurance policy of its respective kind and is in full force and effect; (xiv) to the best knowledge of the Unaffiliated Seller, the Loan Collateral is in good repair and free and clear of any damage that would affect materially and adversely the value of the Mortgage Loan Collateral as security for the Mortgage Loan; (xv) to the best knowledge of the Unaffiliated Seller: (1) all of the improvements which were included for the purpose of determining the appraised value of the Loan Collateral lie wholly within the boundaries and building restriction lines of such property, and no improvements on adjoining properties encroach upon the Loan Collateral and (2) no improvement located on or being part of the Loan Collateral is enforceable in violation of any applicable zoning law or regulation, and all inspections, licenses and certificates required to be made or issued with respect to all occupied portions of the Loan Collateral 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 Loan Collateral is lawfully occupied under applicable law; (B) with respect to each Mortgage Loan secured by 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 deed of trust, and no fees or expenses are or will become payable by the Unaffiliated Seller or the Trust to the trustee under the deed of trust, except in connection with a trustee's sale after default by the Mortgagor; (C) the Mortgage contains a customary provision for the acceleration of the payment of the unpaid principal balance of the Mortgage Loan in the event the related security for the Mortgage Loan is sold without the prior consent of the mortgagee thereunder; (D) the Loan Collateral constituting residential real estate is lawfully occupied under applicable law and the Unaffiliated Seller has no actual knowledge that such Loan Collateral is not so occupied; (E) except as otherwise noted in the Exception Report, the Mortgage is contained in the Loan File, each such document was recorded, and all subsequent assignments have been recorded in the appropriate jurisdictions wherein such recordation is necessary to perfect the lien thereof as against creditors of the Originator; (F) except as otherwise noted in the Exception Report, a lender's title insurance policy, issued in standard American 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 Loan Collateral is situated, together with any applicable endorsement, 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 Loan was in full force and purchasers effect on the date of the origination of such Mortgage Loan and as of the Closing Date a true and complete original copy thereof is in the Loan File; (G) the improvements relating to any Loan Collateral are covered by a valid and existing hazard insurance policy with a generally acceptable carrier that provides for fire and extended coverage customarily applicable in the mortgage industry; (H) a flood insurance policy, if customarily required in the mortgage industry in the area in which the Loan Collateral is situated, is in effect with respect to each Loan Collateral with a generally acceptable carrier in an amount representing coverage customarily applicable in the mortgage industry; (I) either (1) any taxes, governmental assessments, insurance premiums, water, sewer and municipal charges or ground rents which previously became due and owing have been paid, or (2) 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 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 Loan, except for interest accruing from the Issuerdate of the Mortgage Loan or date of disbursement of the Mortgage proceeds, whichever is greater, to the day which precedes by one month the due date of the first installment of principal and interest; and (J) there is no proceeding pending or, to the best of the Unaffiliated Seller's or the Servicer's knowledge, threatened for the total or partial condemnation of the Loan Collateral, 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 materially and adversely the value of the Loan Collateral as security for the Mortgage Loan or the use for which the premises were intended; and (xvi) Upon receipt of each Mortgage Loan by the Trust pursuant to Article II hereof, the Trust has a perfected, first-priority security interest in each Mortgage Loan and the proceeds thereof, subject to Permitted Liens. (b) The Receivables constitute "chattel paper" within Depositor hereby assigns to the meaning Trustee on behalf of the UCCTrust its rights under the Unaffiliated Seller's Agreement (such rights having been assigned to the Depositor by the Unaffiliated Seller) to cause the related Seller to repurchase any Mortgage Loan conveyed by such Seller as to which there has occurred an uncured breach of a representation or warranty (without regard to any qualification as to knowledge) which materially and adversely affects the value of, or the interests of the Trust in, any Mortgage Loan in respect of the representations and warranties with respect to the Mortgage Loans set forth in such Unaffiliated Seller's Agreement. The Trustee hereby acknowledges such assignment, and the Servicer on the Trustee's behalf agrees to exercise such rights as provided herein. (c) The Issuer owns representations and has good and marketable title warranties described in this Section 3.4 shall survive the assignment of the Mortgage Loans to the Receivables free and clear of any lien, claim or encumbrance of any PersonTrust. (d) The Issuer has caused or will have caused, within ten days, the filing of all appropriate financing statements in the proper filing office in the appropriate jurisdictions under applicable law in order to perfect the security interest in the Receivables granted to the Indenture Trustee hereunder. (e) Other than the security interest granted to the Indenture Trustee pursuant to this Indenture, the Issuer has not pledged, assigned, sold, granted a security interest in, or otherwise conveyed any of the Receivables. The Issuer has not authorized the filing of and is not aware of any financing statements against the Issuer that include a description of collateral covering the Receivables other than any financing statement relating to the security interest granted to the Indenture Trustee hereunder or that has been terminated. The Issuer is not aware of any judgment or tax lien filings against it. (f) The Servicer as custodian for the Issuer has in its possession all original copies of the contracts that constitute or evidence the Receivables. The contracts that constitute or evidence the Receivables do not have any marks or notations indicating that they have been pledged, assigned or otherwise conveyed to any Person other than the Indenture Trustee.

Representations and Warranties as to. the Security Interest of the Indenture Trustee in the Receivables. The Issuer makes the following representations and warranties to the Indenture Trustee. The representations and warranties speak as of the execution and delivery of this Indenture and as of the Closing Date, and shall survive the sale of the Trust Estate to the Issuer and the pledge thereof to the Indenture Trustee pursuant to this Indenture. (a) This Indenture creates a valid and continuing security interest (as defined in the UCC) in the Receivables in favor of the Indenture Trustee, which security interest is prior to all other Liens, and is enforceable as such as against creditors of and purchasers from the Issuer. (b) The Receivables constitute "tangible chattel paper" within the meaning of Article 9 of the UCC. (c) The Immediately prior to its pledge to the Indenture Trustee, the Issuer owns owned and has had good and marketable title to the Receivables free and clear of any lien, claim or encumbrance of any Person. (d) The Issuer has caused or will have caused, within ten days, the filing of all appropriate financing statements in the proper filing office in the appropriate jurisdictions under applicable law in order to perfect the security interest in the Receivables granted to the Indenture Trustee hereunder. Each such financing statements will contain a statement to the following effect "A purchase of or security interest in any collateral described in this financing statement will violate the rights of the Indenture Trustee and its assigns." (e) Other than the security interest granted to the Indenture Trustee pursuant to this Indenture, the Issuer has not pledged, assigned, sold, granted a security interest in, or otherwise conveyed any of the Receivables. The Issuer has not authorized the filing of and is not aware of any financing statements against the Issuer that include a description of collateral covering the Receivables other than any financing statement relating to the security interest granted to the Indenture Trustee hereunder or that has been terminated. The Issuer is not aware of any judgment or tax lien filings against it. (f) The Servicer (or the Receivables Servicers) as custodian for the Issuer has in its possession all original copies of the contracts that constitute or evidence the Receivables. The contracts that constitute or evidence the Receivables do not have any marks or notations indicating that they have been pledged, assigned or otherwise conveyed to any Person other than the Indenture Trustee. Each of the parties hereto agrees that it shall not waive any of the foregoing representations and warranties.