Common use of Representations and Warranties of the Master Servicer Clause in Contracts

Representations and Warranties of the Master Servicer. the Seller and the Depositor. Each of the Master Servicer, the Seller and the Depositor, as to itself, and the Master Servicer, individually, with respect to (a), (b), (o), (q), (r) and (s) below, represents and warrants to, and agrees with the Underwriters that: (a) The Registration Statement, as amended by Amendment No. 1 and Amendment No. 2, has become effective under the 1933 Act. The BWNY03/123624 Registration Statement complies, and all amendments to the Registration Statement at the time such amended Registration Statement becomes effective will comply, in all material respects with the requirements of the 1933 Act and the Rules and Regulations. The Registration Statement at the time such Registration Statement became effective did not, and any amendment to the Registration Statement at the time such amended Registration Statement becomes effective will not, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading. The Prospectus as of the date hereof does, and the Prospectus as amended or supplemented as of the Closing Date will, comply in all material respects with the requirements of the 1933 Act and the Rules and Regulations. The Prospectus as of the date hereof did not, and the Prospectus as amended or supplemented as of the Closing Date will not, contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided, however, that the representations and warranties in this subsection shall not apply to statements in, or omissions from, the Registration Statement or the Prospectus made in reliance upon and in conformity with information furnished to the Depositor in writing by the Underwriters or the Certificate Insurer expressly for use in the Registration Statement or Prospectus. The Seller and the Depositor acknowledge that the statements set forth in the last paragraph of the first cover page of the Prospectus Supplement, in the next to last paragraph of page S-iii of the Prospectus Supplement and under the caption "UNDERWRITING" in the Prospectus Supplement constitute the only information furnished in writing by the Underwriters for inclusion in the Prospectus. The conditions to the use by the Depositor of a registration statement on Form S-3 under the 1933 Act, as set forth in the General Instructions to Form S-3, have been satisfied with respect to the Registration Statement and the Prospectus. There are no contracts or documents of the Depositor or its affiliates that are required to be filed as exhibits to the Registration Statement pursuant to the 1933 Act or the Rules and Regulations that have not been so filed on or prior to the effective date of the Registration Statement. (b) Since the respective dates as of which information is given in the Prospectus, or the Prospectus as amended and supplemented at the Closing Date, there has not been any material adverse change in the general affairs, management, financial condition or results of operations of any of the Transaction Parties or of their subsidiaries or affiliates, otherwise than as set forth in the Prospectus or the Prospectus as amended and supplemented at the Closing Date. (c) Such Transaction Party has been duly incorporated and is validly existing as a corporation in good standing under the laws of its respective jurisdiction of incorporation, with the full right, power and authority (corporate and other) to own, lease and operate its properties and conduct its business as described in the BWNY03/123624 Prospectus and to enter into and perform its obligations under the Agreements to which it is a signatory, and, with respect to the Depositor, to cause the Certificates to be issued; such Transaction Party is duly qualified as a foreign corporation to transact business and is in good standing in each jurisdiction which requires such qualification, except where failure to be so qualified would not have a material adverse effect on (A) its business or financial condition, (B) its obligations under the Agreements to which it is a signatory or (C) the Owners of the Certificates; such Transaction Party is duly authorized and licensed under applicable law, including, without limitation, those that regulate the business of originating, purchasing, selling or servicing first and second lien mortgage loans, to conduct, in the various jurisdictions in which it does business, the business it currently conducts therein and to perform its obligations as contemplated by the Agreements, except where failure to be so qualified or licensed would not have a material adverse effect on (A) its business or financial condition, (B) its obligations under the Agreements to which it is a signatory or (C) the Owners of the Certificates. (d) There are no legal or governmental proceedings pending to which such Transaction Party is a party, or of which any property of such Transaction Party is the subject, which could reasonably be expected to materially and adversely affect (A) its financial position, shareholders' equity or results of operations, (B) its obligations under the Agreements to which it is a signatory or (C) the Owners of the Certificates; and to the best knowledge of such Transaction Party, no such proceedings are threatened or contemplated by governmental authorities or threatened by others. (e) This Underwriting Agreement has been and, prior to the Closing Date, the Agreements (other than this Underwriting Agreement) will have been, duly authorized, executed and delivered by each Transaction Party which is a party to such Agreements and, when duly executed and delivered by the other parties thereto, will constitute legal, valid and binding instruments enforceable against such Transaction Party, in accordance with their respective terms, subject as to enforceability (i) to applicable bankruptcy, reorganization, insolvency, moratorium or other similar laws affecting creditors' rights generally, (ii) to general principles of equity (regardless of whether enforcement is sought in a proceeding in equity or at law) and (iii) with respect to rights of indemnity under this Underwriting Agreement and the Indemnification Agreement, to limitations of public policy under applicable securities laws. (f) The issuance and delivery of the Certificates, the consummation of any other of the transactions contemplated in the Agreements and the fulfillment of the terms of the Agreements do not and will not conflict with or violate any term or provision of the Certificate or Articles of Incorporation or Bylaws of such Transaction Party; any statute, order or regulation applicable to such Transaction Party of any court, regulatory body, BWNY03/123624 administrative agency or governmental body having jurisdiction over such Transaction Party; and do not and will not conflict with, or result in a breach or violation or the acceleration of, or constitute a default under, or result in the creation or imposition of any lien, charge or encumbrance upon any of the property or assets of such Transaction Party pursuant to the terms of, any indenture, mortgage, deed of trust, loan agreement or other agreement or instrument to which such Transaction Party is a party or by which such Transaction Party may be bound or to which any of the property or assets of such Transaction Party may be subject, except for conflicts, violations, breaches, accelerations and defaults which would not be, individually or in the aggregate, materially adverse to such Transaction Party or the Owners of the Certificates or materially adverse to the transactions contemplated by the Agreements. (g) Deloitte & Touche LLP is an independent public accountant with respect to the Master Servicer, the Seller and the Depositor as required by the 1933 Act and the Rules and Regulations. (h) The direction by the Depositor to the Trustee to execute, countersign, issue and deliver the Certificates will, as of the Closing Date, be duly authorized by the Depositor, and assuming the Trustee has been duly authorized to do so, when executed, countersigned, issued and delivered by the Trustee in accordance with the Pooling and Servicing Agreement, the Certificates will be validly issued and outstanding and will be entitled to the benefits provided by the Pooling and Servicing Agreement. (i) No consent, approval, authorization, order, registration or qualification of or with any court or governmental agency or body is required for the issuance or sale of the Class A Certificates, or the consummation by such Transaction Party of the other transactions contemplated by the Agreements, except the registration under the 1933 Act of the Class A Certificates and such consents, approvals, authorizations, registrations or qualifications as may be required under state securities or "blue sky" laws in connection with the issuance of the Class A Certificates and the purchase and distribution of the Class A Certificates by the Underwriters. (j) Such Transaction Party possesses all material licenses, certificates, authorities or permits issued by the appropriate state, federal or foreign regulatory agencies or bodies necessary to conduct the business now conducted by it and as described in the Prospectus, and such Transaction Party has not received any notice of proceedings relating to the revocation or modification of any such license, certificate, authority or permit which, singly or in the aggregate, if the subject of an unfavorable decision, ruling or finding, would materially and adversely affect the conduct of its business, operations or financial condition. (k) At the time of execution and delivery of the Pooling and Servicing Agreement, the Seller (i) will have good and marketable BWNY03/123624 title to each Mortgage Loan being transferred by it to the Depositor, free and clear of any liens, (ii) will not have assigned to any person, other than the Depositor, any of its right, title or interest in or to such Mortgage Loans and (iii) will have the power and authority to sell such Mortgage Loans to the Depositor. (l) At the time of execution and delivery of the Pooling and Servicing Agreement, after giving effect to the sale of the Mortgage Loans from the Seller to the Depositor pursuant to the Pooling and Servicing Agreement, the Depositor (i) will have good and marketable title to each Mortgage Loan being transferred by it to the Trustee pursuant to the Pooling and Servicing Agreement, free and clear of any liens, (ii) will not have assigned to any person, other than the Trustee, any of its right, title or interest in or to such Mortgage Loans and (iii) will have the power and authority to sell such Mortgage Loans to the Trustee. (m) Upon execution and delivery of the Pooling and Servicing Agreement by all of the parties thereto, the Depositor will have acquired beneficial ownership of all of the Seller's right, title and interest in and to the Mortgage Loans (except for (i) principal (including Prepayments) and interest collected on each Mortgage Loan on or prior to the Cut-Off Date (other than, with respect to Actuarial Loans, scheduled monthly payments collected on or prior to the Cut-Off Date and due after the Cut-Off Date) and (ii) with respect to Actuarial Loans, scheduled monthly payments due on or prior to the Cut-Off Date), free of all liens. (n) Upon execution and delivery of the Pooling and Servicing Agreement by all of the parties thereto, the Trustee will have acquired beneficial ownership of all of the Depositor's right, title and interest in and to the Mortgage Loans, and upon delivery to the Underwriters of the Class A Certificates and payment of the purchase price therefor, the Underwriters will have good and marketable title to the Class A Certificates, in each case free of all liens. (o) As of the Closing Date, each of the Mortgage Loans will meet the eligibility criteria described in the Prospectus and set forth in the Pooling and Servicing Agreement. (p) Such Transaction Party will not conduct its operations while any of the Class A Certificates are outstanding in a manner that would require such Transaction Party or the Trust to be registered as an "investment company" under the Investment Company Act of 1940, as amended (the "1940 Act"), as in effect on the date hereof or require the Trust to be registered under the Trust Indenture Act of 1939, as amended (the "Trust Indenture Act"), as in effect on the date hereof. (q) On the Closing Date, the Certificates and the Pooling and Servicing Agreement will conform in all material respects to the descriptions thereof contained in the Prospectus. BWNY03/123624 (r) On the Closing Date, the Class A Certificates shall have been rated "AAA" by Standard & Poor's Ratings Services, a division of The McGraw-Hill Companies, Inc. ("Xxxxxxrd & Poor's), and "Aaa" by Moody's Investors Service, Xxx. ("Moody's"). (s) Any taxes, fees and other governmental charges in connection with the execution, delivery and issuance of the Agreements and the Certificates have been paid or will be paid at or prior to the Closing Date. (t) On the Closing Date, each of the representations and warranties of the Master Servicer, the Seller and the Depositor set forth in the Pooling and Servicing Agreement and the Insurance Agreement will be true and correct in all material respects.

Representations and Warranties of the Master Servicer. the Seller and the Depositor. Each of the Master Servicer, the Seller and the Depositor, as to itself, and the Master Servicer, individually, with respect to (a), (b), (o), (q), (r) and (s) below, represents and warrants to, and agrees with the Underwriters that: (a) The Registration Statement, as amended by Amendment No. 1 and Amendment No. 2, Statement has become effective under the 1933 Act. The BWNY03/123624 Registration Statement complies, and all amendments to the Registration Statement at the time such amended Registration Statement becomes effective will comply, in all material respects with the requirements of the 1933 Act and the Rules and Regulations. The Registration Statement at the time such Registration Statement became effective did not, and any amendment to the Registration Statement at the time such amended Registration Statement becomes effective will not, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading. The Prospectus as of the date hereof does, and the Prospectus as amended or supplemented as of the Closing Date will, comply in all material respects with the requirements of the 1933 Act and the Rules and Regulations. The Prospectus as of the date hereof did not, and the Prospectus as amended or supplemented as of the Closing Date will not, contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided, however, that the representations and warranties in this subsection shall not apply to statements in, or omissions from, the Registration Statement or the Prospectus made in reliance upon and in conformity with information furnished to the Depositor in writing by the Underwriters or the Certificate Insurer expressly for use in the Registration Statement or Prospectus. The Seller and the Depositor acknowledge that the statements set forth in the last paragraph of the first cover page of the Prospectus Supplement, in the next to last paragraph of page S-iii of the Prospectus Supplement and under the caption "UNDERWRITING" in the Prospectus Supplement (the "Underwriter Information") constitute the only information furnished in writing by the Underwriters for inclusion in the Prospectus. The conditions to the use by the Depositor of a registration statement on Form S-3 under the 1933 Act, as set forth in the General Instructions to Form S-3, have been satisfied with respect to the Registration Statement and the Prospectus. There are no contracts or documents of the Depositor or its affiliates that are required to be filed as exhibits to the Registration Statement pursuant to the 1933 Act or the Rules and Regulations that have not been so filed on or prior to the effective date of the Registration Statement. (b) Since the respective dates as of which information is given in the Prospectus, or the Prospectus as amended and supplemented at the Closing Date, there has not been any material adverse change in the general affairs, management, financial condition or results of operations of any of the Transaction Parties or of their subsidiaries or affiliates, otherwise than as set forth in the Prospectus or the Prospectus as amended and supplemented at the Closing Date. (c) Such Transaction Party has been duly incorporated and is validly existing as a corporation in good standing under the laws of its respective jurisdiction of incorporation, with the full right, power and authority (corporate and other) to own, lease and operate its properties and conduct its business as described in the BWNY03/123624 Prospectus and to enter into and perform its obligations under the Agreements to which it is a signatory, and, with respect to the Depositor, to cause the Certificates to be issued; such Transaction Party is duly qualified as a foreign corporation to transact business and is in good standing in each jurisdiction which requires such qualification, except where failure to be so qualified would not have a material adverse effect on (A) its business or financial condition, (B) its obligations under the Agreements to which it is a signatory or (C) the Owners of the Certificates; such Transaction Party is duly authorized and licensed under applicable law, including, without limitation, those that regulate the business of originating, purchasing, selling or servicing first and second lien mortgage loans, to conduct, in the various jurisdictions in which it does business, the business it currently conducts therein and to perform its obligations as contemplated by the Agreements, except where failure to be so qualified or licensed would not have a material adverse effect on (A) its business or financial condition, (B) its obligations under the Agreements to which it is a signatory or (C) the Owners of the Certificates. (d) There are no legal or governmental proceedings pending to which such Transaction Party is a party, or of which any property of such Transaction Party is the subject, which could reasonably be expected to materially and adversely affect (A) its financial position, shareholders' equity or results of operations, (B) its obligations under the Agreements to which it is a signatory or (C) the Owners of the Certificates; and to the best knowledge of such Transaction Party, no such proceedings are threatened or contemplated by governmental authorities or threatened by others. (e) This Underwriting Agreement has been and, prior to the Closing Date, the Agreements (other than this Underwriting Agreement) will have been, duly authorized, executed and delivered by each Transaction Party which is a party to such Agreements and, when duly executed and delivered by the other parties thereto, will constitute legal, valid and binding instruments enforceable against such Transaction Party, in accordance with their respective terms, subject as to enforceability (i) to applicable bankruptcy, reorganization, insolvency, moratorium or other similar laws affecting creditors' rights generally, (ii) to general principles of equity (regardless of whether enforcement is sought in a proceeding in equity or at law) and (iii) with respect to rights of indemnity under this Underwriting Agreement and the Indemnification Agreement, to limitations of public policy under applicable securities laws. (f) The issuance and delivery of the Certificates, the consummation of any other of the transactions contemplated in the Agreements and the fulfillment of the terms of the Agreements do not and will not conflict with or violate any term or provision of the Certificate or Articles of Incorporation or Bylaws of such Transaction Party; any statute, order or regulation applicable to such Transaction Party of any court, regulatory body, BWNY03/123624 administrative agency or governmental body having jurisdiction over such Transaction Party; and do not and will not conflict with, or result in a breach or violation or the acceleration of, or constitute a default under, or result in the creation or imposition of any lien, charge or encumbrance upon any of the property or assets of such Transaction Party pursuant to the terms of, any indenture, mortgage, deed of trust, loan agreement or other agreement or instrument to which such Transaction Party is a party or by which such Transaction Party may be bound or to which any of the property or assets of such Transaction Party may be subject, except for conflicts, violations, breaches, accelerations and defaults which would not be, individually or in the aggregate, materially adverse to such Transaction Party or the Owners of the Certificates or materially adverse to the transactions contemplated by the Agreements. (g) Deloitte & Touche LLP is an independent public accountant with respect to the Master Servicer, the Seller and the Depositor as required by the 1933 Act and the Rules and Regulations. (h) The direction by the Depositor to the Trustee to execute, countersign, issue and deliver the Certificates will, as of the Closing Date, be duly authorized by the Depositor, and assuming the Trustee has been duly authorized to do so, when executed, countersigned, issued and delivered by the Trustee in accordance with the Pooling and Servicing Agreement, the Certificates will be validly issued and outstanding and will be entitled to the benefits provided by the Pooling and Servicing Agreement. (i) No consent, approval, authorization, order, registration or qualification of or with any court or governmental agency or body is required for the issuance or sale of the Class A Certificates, or the consummation by such Transaction Party of the other transactions contemplated by the Agreements, except the registration under the 1933 Act of the Class A Certificates and such consents, approvals, authorizations, registrations or qualifications as may be required under state securities or "blue sky" laws in connection with the issuance of the Class A Certificates and the purchase and distribution of the Class A Certificates by the Underwriters. (j) Such Transaction Party possesses all material licenses, certificates, authorities or permits issued by the appropriate state, federal or foreign regulatory agencies or bodies necessary to conduct the business now conducted by it and as described in the Prospectus, and such Transaction Party has not received any notice of proceedings relating to the revocation or modification of any such license, certificate, authority or permit which, singly or in the aggregate, if the subject of an unfavorable decision, ruling or finding, would materially and adversely affect the conduct of its business, operations or financial condition. (k) At the time of execution and delivery of the Pooling and Servicing Agreement, the Seller (i) will have good and marketable BWNY03/123624 title to each Mortgage Loan being transferred by it to the Depositor, free and clear of any liens, (ii) will not have assigned to any person, other than the Depositor, any of its right, title or interest in or to such Mortgage Loans and (iii) will have the power and authority to sell such Mortgage Loans to the Depositor. (l) At the time of execution and delivery of the Pooling and Servicing Agreement, after giving effect to the sale of the Mortgage Loans from the Seller to the Depositor pursuant to the Pooling and Servicing Agreement, the Depositor (i) will have good and marketable title to each Mortgage Loan being transferred by it to the Trustee pursuant to the Pooling and Servicing Agreement, free and clear of any liens, (ii) will not have assigned to any person, other than the Trustee, any of its right, title or interest in or to such Mortgage Loans and (iii) will have the power and authority to sell such Mortgage Loans to the Trustee. (m) Upon execution and delivery of the Pooling and Servicing Agreement by all of the parties thereto, the Depositor will have acquired beneficial ownership of all of the Seller's right, title and interest in and to the Mortgage Loans (except for (i) principal (including Prepayments) and interest collected on each Mortgage Loan on or prior to the Cut-Off Date (other than, with respect to Actuarial Loans, scheduled monthly payments collected on or prior to the Cut-Off Date and due after the Cut-Off Date) and (ii) with respect to Actuarial Loans, scheduled monthly payments due on or prior to the Cut-Off Date), free of all liens. (n) Upon execution and delivery of the Pooling and Servicing Agreement by all of the parties thereto, the Trustee will have acquired beneficial ownership of all of the Depositor's right, title and interest in and to the Mortgage Loans, and upon delivery to the Underwriters of the Class A Certificates and payment of the purchase price therefor, the Underwriters will have good and marketable title to the Class A Certificates, in each case free of all liens. (o) As of the Closing Date, each of the Mortgage Loans will meet the eligibility criteria described in the Prospectus and set forth in the Pooling and Servicing Agreement. (p) Such Transaction Party will not conduct its operations while any of the Class A Certificates are outstanding in a manner that would require such Transaction Party or the Trust to be registered as an "investment company" under the Investment Company Act of 1940, as amended (the "1940 Act"), as in effect on the date hereof or require the Trust to be registered under the Trust Indenture Act of 1939, as amended (the "Trust Indenture Act"), as in effect on the date hereof. (q) On the Closing Date, the Certificates and the Pooling and Servicing Agreement will conform in all material respects to the descriptions thereof contained in the Prospectus. BWNY03/123624 (r) On the Closing Date, the Class A Certificates shall have been rated "AAA" by Standard & Poor's Ratings Services, a division of The McGraw-Hill Companies, Inc. ("Xxxxxxrd & Poor's), and "Aaa" by Moody's Investors Service, Xxx. ("Moody's"). (s) Any taxes, fees and other governmental charges in connection with the execution, delivery and issuance of the Agreements and the Certificates have been paid or will be paid at or prior to the Closing Date. (t) On the Closing Date, each of the representations and warranties of the Master Servicer, the Seller and the Depositor set forth in the Pooling and Servicing Agreement and the Insurance Agreement will be true and correct in all material respects.

Representations and Warranties of the Master Servicer. the Seller and the Depositor. Each of the Master Servicer, the Seller and the Depositor, as to itself, and the Master Servicer, individually, with respect to (a), (b), (o), (q), (r) and (s) below, represents and warrants to, and agrees with the Underwriters that: (a) The Registration Statement, as amended by Amendment No. 1 and Amendment No. 2, has become effective under the 1933 Act. The BWNY03/123624 Registration Statement complies, and all amendments to the Registration Statement at the time such amended Registration Statement becomes effective will comply, in all material respects with the requirements of the 1933 Act and the Rules and Regulations. The Registration Statement at the time such Registration Statement became effective did not, and any amendment to the Registration Statement at the time such amended Registration Statement becomes effective will not, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading. The Prospectus as of the date hereof does, and the Prospectus as amended or supplemented as of the Closing Date will, comply in all material respects with the requirements of the 1933 Act and the Rules and Regulations. The Prospectus as of the date hereof did not, and the Prospectus as amended or supplemented as of the Closing Date will not, contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided, however, that the representations and warranties in this subsection shall not apply to statements in, or omissions from, the Registration Statement or the Prospectus made in reliance upon and in conformity with information furnished to the Depositor in writing by the Underwriters or the Certificate Insurer expressly for use in the Registration Statement or Prospectus. The Seller and the Depositor acknowledge that the statements set forth in the last paragraph of the first cover page of the Prospectus Supplement, in the second full paragraph and the next to last paragraph of page S-iii of the Prospectus Supplement and under the caption "UNDERWRITING" in the Prospectus Supplement constitute the only information furnished in writing by the Underwriters for inclusion in the Prospectus. The conditions to the use by the Depositor of a registration statement on Form S-3 under the 1933 Act, as set forth in the General Instructions to Form S-3, have been satisfied with respect to the Registration Statement and the Prospectus. There are no contracts or documents of the Depositor or its affiliates that are required to be filed as exhibits to the Registration Statement pursuant to the 1933 Act or the Rules and Regulations that have not been so filed on or prior to the effective date of the Registration Statement. (b) Since the respective dates as of which information is given in the Prospectus, or the Prospectus as amended and supplemented at the Closing Date, there has not been any material adverse change in the general affairs, management, financial condition or results of operations of any of the Transaction Parties or of their subsidiaries or affiliates, otherwise than as set forth in the Prospectus or the Prospectus as amended and supplemented at the Closing Date. (c) Such Transaction Party has been duly incorporated and is validly existing as a corporation in good standing under the laws of its respective jurisdiction of incorporation, with the full right, power and authority (corporate and other) to own, lease and operate its properties and conduct its business as described in the BWNY03/123624 Prospectus and to enter into and perform its obligations under the Agreements to which it is a signatory, and, with respect to the Depositor, to cause the Certificates to be issued; such Transaction Party is duly qualified as a foreign corporation to transact business and is in good standing in each jurisdiction which requires such qualification, except where failure to be so qualified would not have a material adverse effect on (A) its business or financial condition, (B) its obligations under the Agreements to which it is a signatory or (C) the Owners of the Certificates; such Transaction Party is duly authorized and licensed under applicable law, including, without limitation, those that regulate the business of originating, purchasing, selling or servicing first and second lien mortgage loans, to conduct, in the various jurisdictions in which it does business, the business it currently conducts therein and to perform its obligations as contemplated by the Agreements, except where failure to be so qualified or licensed would not have a material adverse effect on (A) its business or financial condition, (B) its obligations under the Agreements to which it is a signatory or (C) the Owners of the Certificates. (d) There are no legal or governmental proceedings pending to which such Transaction Party is a party, or of which any property of such Transaction Party is the subject, which could reasonably be expected to materially and adversely affect (A) its financial position, shareholders' equity or results of operations, (B) its obligations under the Agreements to which it is a signatory or (C) the Owners of the Certificates; and to the best knowledge of such Transaction Party, no such proceedings are threatened or contemplated by governmental authorities or threatened by others. (e) This Underwriting Agreement has been and, prior to the Closing Date, the Agreements (other than this Underwriting Agreement) will have been, duly authorized, executed and delivered by each Transaction Party which is a party to such Agreements and, when duly executed and delivered by the other parties thereto, will constitute legal, valid and binding instruments enforceable against such Transaction Party, in accordance with their respective terms, subject as to enforceability (i) to applicable bankruptcy, reorganization, insolvency, moratorium or other similar laws affecting creditors' rights generally, (ii) to general principles of equity (regardless of whether enforcement is sought in a proceeding in equity or at law) and (iii) with respect to rights of indemnity under this Underwriting Agreement and the Indemnification Agreement, to limitations of public policy under applicable securities laws. (f) The issuance and delivery of the Certificates, the consummation of any other of the transactions contemplated in the Agreements and the fulfillment of the terms of the Agreements do not and will not conflict with or violate any term or provision of the Certificate or Articles of Incorporation or Bylaws of such Transaction Party; any statute, order or regulation applicable to such Transaction Party of any court, regulatory body, BWNY03/123624 administrative agency or governmental body having jurisdiction over such Transaction Party; and do not and will not conflict with, or result in a breach or violation or the acceleration of, or constitute a default under, or result in the creation or imposition of any lien, charge or encumbrance upon any of the property or assets of such Transaction Party pursuant to the terms of, any indenture, mortgage, deed of trust, loan agreement or other agreement or instrument to which such Transaction Party is a party or by which such Transaction Party may be bound or to which any of the property or assets of such Transaction Party may be subject, except for conflicts, violations, breaches, accelerations and defaults which would not be, individually or in the aggregate, materially adverse to such Transaction Party or the Owners of the Certificates or materially adverse to the transactions contemplated by the Agreements. (g) Deloitte & Touche LLP is an independent public accountant with respect to the Master Servicer, the Seller and the Depositor as required by the 1933 Act and the Rules and Regulations. (h) The direction by the Depositor to the Trustee to execute, countersign, issue and deliver the Certificates will, as of the Closing Date, be duly authorized by the Depositor, and assuming the Trustee has been duly authorized to do so, when executed, countersigned, issued and delivered by the Trustee in accordance with the Pooling and Servicing Agreement, the Certificates will be validly issued and outstanding and will be entitled to the benefits provided by the Pooling and Servicing Agreement. (i) No consent, approval, authorization, order, registration or qualification of or with any court or governmental agency or body is required for the issuance or sale of the Class A Certificates, or the consummation by such Transaction Party of the other transactions contemplated by the Agreements, except the registration under the 1933 Act of the Class A Certificates and such consents, approvals, authorizations, registrations or qualifications as may be required under state securities or "blue sky" laws in connection with the issuance of the Class A Certificates and the purchase and distribution of the Class A Certificates by the Underwriters. (j) Such Transaction Party possesses all material licenses, certificates, authorities or permits issued by the appropriate state, federal or foreign regulatory agencies or bodies necessary to conduct the business now conducted by it and as described in the Prospectus, and such Transaction Party has not received any notice of proceedings relating to the revocation or modification of any such license, certificate, authority or permit which, singly or in the aggregate, if the subject of an unfavorable decision, ruling or finding, would materially and adversely affect the conduct of its business, operations or financial condition. (k) At the time of execution and delivery of the Pooling and Servicing Agreement, the Seller (i) will have good and marketable BWNY03/123624 title to each Mortgage Loan being transferred by it to the Depositor, free and clear of any liens, (ii) will not have assigned to any personPerson, other than the Depositor, any of its right, title or interest in or to such Mortgage Loans and (iii) will have the power and authority to sell such Mortgage Loans to the Depositor. (l) At the time of execution and delivery of the Pooling and Servicing Agreement, after giving effect to the sale of the Mortgage Loans from the Seller to the Depositor pursuant to the Pooling and Servicing Agreement, the Depositor (i) will have good and marketable title to each Mortgage Loan being transferred by it to the Trustee pursuant to the Pooling and Servicing Agreement, free and clear of any liens, (ii) will not have assigned to any person, other than the Trustee, any of its right, title or interest in or to such Mortgage Loans and (iii) will have the power and authority to sell such Mortgage Loans to the Trustee. (m) Upon execution and delivery of the Pooling and Servicing Agreement by all of the parties thereto, the Depositor will have acquired beneficial ownership of all of the Seller's right, title and interest in and to the Mortgage Loans (except for (i) principal (including Prepayments) and interest collected on each Mortgage Loan on or prior to the Cut-Off Date (other than, with respect to Actuarial Loans, scheduled monthly payments collected on or prior to the Cut-Off Date and due after the Cut-Off Date) and (ii) with respect to Actuarial Loans, scheduled monthly payments due on or prior to the Cut-Off Date), free of all liens. (n) Upon execution and delivery of the Pooling and Servicing Agreement by all of the parties thereto, the Trustee will have acquired beneficial ownership of all of the Depositor's right, title and interest in and to the Mortgage Loans, and upon delivery to the Underwriters of the Class A Certificates and payment of the purchase price therefor, the Underwriters will have good and marketable title to the Class A Certificates, in each case free of all liens. (o) As of the Closing Date, each of the Mortgage Loans will meet the eligibility criteria described in the Prospectus and set forth in the Pooling and Servicing Agreement. (p) Such Transaction Party will not conduct its operations while any of the Class A Certificates are outstanding in a manner that would require such Transaction Party or the Trust to be registered as an "investment company" under the Investment Company Act of 1940, as amended (the "1940 Act"), as in effect on the date hereof or require the Trust to be registered under the Trust Indenture Act of 1939, as amended (the "Trust Indenture Act"), as in effect on the date hereof. (q) On the Closing Date, the Certificates and the Pooling and Servicing Agreement will conform in all material respects to the descriptions thereof contained in the Prospectus. BWNY03/123624. (r) On the Closing Date, the Class A Certificates shall have been rated "AAA" by Standard & Poor's Ratings Services, a division of The McGrawXxXxxx-Hill Xxxx Companies, Inc. ("Xxxxxxrd Standard & Poor's), and "Aaa" by Moody's Xxxxx'x Investors Service, Xxx. Inc. ("Moody's"). (s) Any taxes, fees and other governmental charges in connection with the execution, delivery and issuance of the Agreements and the Certificates have been paid or will be paid at or prior to the Closing Date. (t) On the Closing Date, each of the representations and warranties of the Master Servicer, the Seller and the Depositor set forth in the Pooling and Servicing Agreement and the Insurance Agreement will be true and correct in all material respects.

Representations and Warranties of the Master Servicer. Companion, the Seller and the Depositor. Each of the Master Servicer, Companion, the Seller and the Depositor, as to itself, and the Master ServicerBlock Financial, individually, with respect to (a), (b), (o), (q), (rs), (t) and (su) below, represents and warrants to, and agrees with the Underwriters that: (a) The Registration Statement, as amended by Amendment No. 1 and Amendment No. 2, has become effective under the 1933 Act. The BWNY03/123624 Registration Statement complies, and all amendments to the Registration Statement at the time such amended Registration Statement becomes effective will comply, in all material respects with the requirements of the 1933 Act and the Rules and Regulations. The Registration Statement at the time such Registration Statement became effective did not, and any amendment to the Registration Statement at the time such amended Registration Statement becomes effective will not, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading. The Prospectus as of the date hereof does, and the Prospectus as amended or supplemented as of the Closing Date will, comply in all material respects with the requirements of the 1933 Act and the Rules and Regulations. The Prospectus as of the date hereof did not, and the Prospectus as amended or supplemented as of the Closing Date will not, contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided, however, that the representations and warranties in this subsection shall not apply to statements in, or omissions from, the Registration Statement or the Prospectus made in reliance upon and in conformity with information furnished to the Depositor in writing by the Underwriters or the Certificate Insurer expressly for use in the Registration Statement or Prospectus. The Seller and the Depositor acknowledge that the statements set forth in the last paragraph of the first cover page of the Prospectus Supplement, Supplement and in the next to last paragraph of page S-iii of the Prospectus Supplement and under the caption Section "UNDERWRITINGUnderwriting" in the Prospectus Supplement constitute the only information furnished in writing by the Underwriters for inclusion in the Prospectus. The conditions to the use by the Depositor of a registration statement on Form S-3 under the 1933 Act, as set forth in the General BWNY03/62100.9/14040/00302/1977 February 12, 1997 Instructions to Form S-3, have been satisfied with respect to the Registration Statement and the Prospectus. There are no contracts or documents of the Depositor or its affiliates that are required to be filed as exhibits to the Registration Statement pursuant to the 1933 Act or the Rules and Regulations that have not been so filed on or prior to the effective date of the Registration Statement. (b) Since the respective dates as of which information is given in the Prospectus, or the Prospectus as amended and supplemented at the Closing Date, there has not been any material adverse change in the general affairs, management, financial condition condition, or results of operations of any of the Transaction Parties or of their subsidiaries or affiliates, otherwise than as set forth in the Prospectus or the Prospectus as amended and supplemented at the Closing Date. (c) Such Transaction Party has been duly incorporated and is validly existing as a corporation in good standing under the laws of its respective jurisdiction of incorporation, with the full right, power and authority (corporate and other) to own, lease and operate its properties and conduct its business as described in the BWNY03/123624 Prospectus and to enter into and perform its obligations under the Agreements to which it is a signatory, and, with respect to the Depositor, to cause the Certificates to be issued; such Transaction Party is duly qualified as a foreign corporation to transact business and is in good standing in each jurisdiction which requires such qualification, except where failure to be so qualified would not have a material adverse effect on (A) its business or financial condition, (B) its obligations under the Agreements to which it is a signatory or (C) the Owners of the Certificates; such Transaction Party is duly authorized and licensed under applicable law, including, without limitation, those that regulate the business of originating, purchasing, selling or servicing first and second junior lien mortgage loans, to conduct, conduct in the various jurisdictions in which it does business, the business it currently conducts therein and to perform its obligations as contemplated by the Agreements, except where failure to be so qualified or licensed would not have a material adverse effect on (A) its business or financial condition, (B) its obligations under the Agreements to which it is a signatory or (C) the Owners of the Certificates. (d) There are no legal or governmental proceedings pending to which such Transaction Party is a party, party or of which any property of such Transaction Party is the subject, which could reasonably be expected which, if determined adversely to materially and adversely affect such Transaction Party would individually or in the aggregate have a material adverse effect on (A) its financial position, shareholders' equity or results of operations, (B) its obligations under the Agreements to which it is a signatory or (C) the Owners of the CertificatesCertificate; and to the best knowledge of such Transaction Party, no such proceedings are threatened or contemplated by governmental authorities or threatened by others.. BWNY03/62100.9/14040/00302/1977 February 12, 1997 (e) This Underwriting Agreement has been and, prior to the Closing Date, the Agreements (other than this Underwriting Agreement) will have been, duly authorized, executed and delivered by each Transaction Party which is a party to such Agreements and, and when duly executed and delivered by the other parties theretothereto will constitute, will constitute legal, valid and binding instruments enforceable against such Transaction Party, in accordance with their respective terms, subject as to enforceability (i) to applicable bankruptcy, reorganization, insolvency, moratorium or other similar laws affecting creditors' rights generally, (ii) to general principles of equity (regardless of whether enforcement is sought in a proceeding in equity or at law) and (iii) with respect to rights of indemnity under this Underwriting Agreement and the Indemnification Agreement, to limitations of public policy under applicable securities laws. (f) The issuance and delivery of the Certificates, the consummation of any other of the transactions contemplated in the Agreements and the fulfillment of the terms of the Agreements do not and will not conflict with or violate any term or provision of the Certificate or Articles of Incorporation or Bylaws of such Transaction Party; any statute, order or regulation applicable to such Transaction Party of any court, regulatory body, BWNY03/123624 administrative agency or governmental body having jurisdiction over such Transaction Party; and do not and will not conflict with, or result in a breach or violation or the acceleration of, or constitute a default under, or result in the creation or imposition of any lien, charge or encumbrance upon any of the property or assets of such Transaction Party pursuant to the terms of, any indenture, mortgage, deed of trust, loan agreement or other agreement or instrument to which such Transaction Party is a party or by which such Transaction Party may be bound or to which any of the property or assets of such Transaction Party may be subject, except for conflicts, violations, breaches, accelerations and defaults which would not be, individually or in the aggregate, materially adverse to such Transaction Party or the Owners of the Certificates or materially adverse to the transactions contemplated by the Agreements. (g) Deloitte & Touche LLP llp is an independent public accountant with respect to the Master Servicer, Companion, the Seller and the Depositor as required by the 1933 Act and the Rules and Regulations. (h) The direction by the Depositor to the Trustee to execute, countersign, issue and deliver the Certificates will, as of the Closing Date, be duly authorized by the Depositor, and assuming the Trustee has been duly authorized to do so, when executed, countersigned, issued and delivered by the Trustee in accordance with the Pooling and Servicing Agreement, the Certificates will be validly issued and outstanding and will be entitled to the benefits provided by the Pooling and Servicing Agreement.. BWNY03/62100.9/14040/00302/1977 February 12, 1997 (i) No consent, approval, authorization, order, registration or qualification of or with any court or governmental agency or body is required for the issuance or sale of the Class A Certificates, or the consummation by such Transaction Party of the other transactions contemplated by the Agreements, except the registration under the 1933 Act of the Class A Certificates and such consents, approvals, authorizations, registrations or qualifications as may be required under state securities or "blue sky" Blue Sky laws in connection with the issuance of the Class A Certificates and the purchase and distribution of the Class A Certificates by the Underwriters. (j) Such Transaction Party possesses all material licenses, certificates, authorities or permits issued by the appropriate state, federal or foreign regulatory agencies or bodies necessary to conduct the business now conducted by it and as described in the Prospectus, and such Transaction Party has not received any notice of proceedings relating to the revocation or modification of any such license, certificate, authority or permit which, singly or in the aggregate, if the subject of an unfavorable decision, ruling or finding, would materially and adversely affect the conduct of its business, operations or financial condition. (k) At the time of execution and delivery of the Mortgage Loan Purchase Agreement, Companion (i) will have good and marketable title to each Mortgage Loan being transferred by it to the Seller, free and clear of any lien, mortgage pledge, charge, encumbrance, adverse claim or other security interest (collectively "Liens"), (ii) will not have assigned to any person, other than the Seller, any of its right, title or interest in or to such Mortgage Loans and (iii) will have the power and authority to sell such Mortgage Loans to the Seller. (l) At the time of execution and delivery of the Pooling and Servicing Agreement, after giving effect to the sale of the Mortgage Loans from Companion to the Seller pursuant to the Mortgage Loan Purchase Agreement, the Seller (i) will have good and marketable BWNY03/123624 title to each Mortgage Loan being transferred by it to the Depositor, free and clear of any liensLien, (ii) will not have assigned to any person, other than the Depositor, any of its right, title or interest in or to such Mortgage Loans and (iii) will have the power and authority to sell such Mortgage Loans to the Depositor. (lm) At the time of execution and delivery of the Pooling and Servicing Agreement, after giving effect to the sale of the Mortgage Loans from the Seller to the Depositor pursuant to the Pooling and Servicing Agreement, the Depositor (i) will have good and marketable title to each Mortgage Loan being transferred by it to the Trustee pursuant to the Pooling and Servicing Agreement, free and clear of any liensand Liens, (ii) will not have assigned to any person, other than the Trustee, any of its right, title or interest BWNY03/62100.9/14040/00302/1977 February 12, 1997 in or to such Mortgage Loans and (iii) will have the power and authority to sell such Mortgage Loans to the Trustee. (mn) Upon execution and delivery of the Mortgage Loan Purchase Agreement by all of the parties thereto, the Seller will have acquired beneficial ownership of all of Companion's right, title and interest in and to the Mortgage Loans, free of all Liens. (o) Upon execution and delivery of the Pooling and Servicing Agreement by all of the parties thereto, the Depositor will have acquired beneficial ownership of all of the Seller's right, title and interest in and to the Mortgage Loans (except for (i) principal (including Prepayments) and interest collected on each Mortgage Loan on or prior to the Cut-Off Date (other than, with respect to Actuarial Loans, scheduled monthly payments collected on or prior to the Cut-Off Date and due after the Cut-Off Date) and (ii) with respect to Actuarial Loans, scheduled monthly payments due on or prior to the Cut-Off Date), free of all liensLiens. (np) Upon execution and delivery of the Pooling and Servicing Agreement by all of the parties thereto, the Trustee will have acquired beneficial ownership of all of the Depositor's right, title and interest in and to the Mortgage Loans, and upon delivery to the Underwriters of the Class A Certificates and payment of the purchase price therefortherefore, the Underwriters will have good and marketable title to the Class A Certificates, in each case free of all liensLiens. (oq) As of the Closing Date, each of the Mortgage Loans will meet the eligibility criteria described in the Prospectus and set forth in the Pooling and Servicing Agreement. (pr) Such Transaction Party will not conduct its operations while any of the Class A Certificates are outstanding in a manner that would require such Transaction Party or the Trust to be registered as an "investment company" under the Investment Company Act of 1940, as amended (the "1940 Act"), as in effect on the date hereof or require the Trust to be registered under the Trust Indenture Act of 1939, as amended (the "Trust Indenture Act"), ) as in effect on the date hereof. (qs) On the Closing Date, the Certificates and the Pooling and Servicing Agreement will conform in all material respects to the descriptions thereof contained in the Prospectus. BWNY03/123624. (rt) On the Closing Date, the Class A Certificates shall have been rated "AAA" by Standard & Poor's Ratings Services, a division of The McGraw-Hill Companies, Inc. ("Xxxxxxrd & Poor's), Services and "Aaa" by Moody's Xxxxx'x Investors Service, Xxx. ("Moody's").Inc. (su) Any taxes, fees and other governmental charges in connection with the execution, delivery and issuance of the Agreements and the Certificates have been paid or will be paid at or prior to the Closing Date. (tv) On the Closing Date, each of the representations and warranties of the Master Servicer, the Seller and the Depositor set forth in the Pooling and Servicing Agreement and the Insurance Agreement and of Companion with respect to the Mortgage Loans set forth in the Mortgage Loan Purchase Agreement will be true and correct in all material respects.

Representations and Warranties of the Master Servicer. the Seller and the Depositor. Each of the Master Servicer, the Seller and the Depositor, as to itself, and the Master Servicer, individually, with respect to (a), (b), (o), (q), (r) and (s) below, represents and warrants to, and agrees with the Underwriters that: (a) The Registration Statement, as amended by Amendment No. 1 and Amendment No. 2, Statement has become effective under the 1933 Act. The BWNY03/123624 Registration Statement complies, and all amendments to the Registration Statement at the time such amended Registration Statement becomes effective will comply, in all material respects with the requirements of the 1933 Act and the Rules and Regulations. The Registration Statement at the time such Registration Statement became effective did not, and any amendment to the Registration Statement at the time such amended Registration Statement becomes effective will not, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading. The Prospectus as of the date hereof does, and the Prospectus as amended or supplemented as of the Closing Date will, comply in all material respects with the requirements of the 1933 Act and the Rules and Regulations. The Prospectus as of the date hereof did not, and the Prospectus as amended or supplemented as of the Closing Date will not, contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided, however, that the representations and warranties in this subsection shall not apply to statements in, or omissions from, the Registration Statement or the Prospectus made in reliance upon and in conformity with information furnished to the Depositor in writing by the Underwriters or the Certificate Insurer expressly for use in the Registration Statement or Prospectus. The Seller and the Depositor acknowledge that the statements set forth in the last paragraph of the first cover page of the Prospectus Supplement, in the next to last paragraph of page S-iii of the Prospectus Supplement and under the caption "UNDERWRITING" in the Prospectus Supplement constitute the only information furnished in writing by the Underwriters for inclusion in the Prospectus. The conditions to the use by the Depositor of a registration statement on Form S-3 under the 1933 Act, as set forth in the General Instructions to Form S-3, have been satisfied with respect to the Registration Statement and the Prospectus. There are no contracts or documents of the Depositor or its affiliates that are required to be filed as exhibits to the Registration Statement pursuant to the 1933 Act or the Rules and Regulations that have not been so filed on or prior to the effective date of the Registration Statement. (b) Since the respective dates as of which information is given in the Prospectus, or the Prospectus as amended and supplemented at the Closing Date, there has not been any material adverse change in the general affairs, management, financial condition or results of operations of any of the Transaction Parties or of their subsidiaries or affiliates, otherwise than as set forth in the Prospectus or the Prospectus as amended and supplemented at the Closing Date. (c) Such Transaction Party has been duly incorporated and is validly existing as a corporation in good standing under the laws of its respective jurisdiction of incorporation, with the full right, power and authority (corporate and other) to own, lease and operate its properties and conduct its business as described in the BWNY03/123624 Prospectus and to enter into and perform its obligations under the Agreements to which it is a signatory, and, with respect to the Depositor, to cause the Certificates to be issued; such Transaction Party is duly qualified as a foreign corporation to transact business and is in good standing in each jurisdiction which requires such qualification, except where failure to be so qualified would not have a material adverse effect on (A) its business or financial condition, (B) its obligations under the Agreements to which it is a signatory or (C) the Owners of the Certificates; such Transaction Party is duly authorized and licensed under applicable law, including, without limitation, those that regulate the business of originating, purchasing, selling or servicing first and second lien mortgage loans, to conduct, in the various jurisdictions in which it does business, the business it currently conducts therein and to perform its obligations as contemplated by the Agreements, except where failure to be so qualified or licensed would not have a material adverse effect on (A) its business or financial condition, (B) its obligations under the Agreements to which it is a signatory or (C) the Owners of the Certificates. (d) There are no legal or governmental proceedings pending to which such Transaction Party is a party, or of which any property of such Transaction Party is the subject, which could reasonably be expected to materially and adversely affect (A) its financial position, shareholders' equity or results of operations, (B) its obligations under the Agreements to which it is a signatory or (C) the Owners of the Certificates; and to the best knowledge of such Transaction Party, no such proceedings are threatened or contemplated by governmental authorities or threatened by others. (e) This Underwriting Agreement has been and, prior to the Closing Date, the Agreements (other than this Underwriting Agreement) will have been, duly authorized, executed and delivered by each Transaction Party which is a party to such Agreements and, when duly executed and delivered by the other parties thereto, will constitute legal, valid and binding instruments enforceable against such Transaction Party, in accordance with their respective terms, subject as to enforceability (i) to applicable bankruptcy, reorganization, insolvency, moratorium or other similar laws affecting creditors' rights generally, (ii) to general principles of equity (regardless of whether enforcement is sought in a proceeding in equity or at law) and (iii) with respect to rights of indemnity under this Underwriting Agreement and the Indemnification Agreement, to limitations of public policy under applicable securities laws. (f) The issuance and delivery of the Certificates, the consummation of any other of the transactions contemplated in the Agreements and the fulfillment of the terms of the Agreements do not and will not conflict with or violate any term or provision of the Certificate or Articles of Incorporation or Bylaws of such Transaction Party; any statute, order or regulation applicable to such Transaction Party of any court, regulatory body, BWNY03/123624 administrative agency or governmental body having jurisdiction over such Transaction Party; and do not and will not conflict with, or result in a breach or violation or the acceleration of, or constitute a default under, or result in the creation or imposition of any lien, charge or encumbrance upon any of the property or assets of such Transaction Party pursuant to the terms of, any indenture, mortgage, deed of trust, loan agreement or other agreement or instrument to which such Transaction Party is a party or by which such Transaction Party may be bound or to which any of the property or assets of such Transaction Party may be subject, except for conflicts, violations, breaches, accelerations and defaults which would not be, individually or in the aggregate, materially adverse to such Transaction Party or the Owners of the Certificates or materially adverse to the transactions contemplated by the Agreements. (g) Deloitte & Touche LLP is an independent public accountant with respect to the Master Servicer, the Seller and the Depositor as required by the 1933 Act and the Rules and Regulations. (h) The direction by the Depositor to the Trustee to execute, countersign, issue and deliver the Certificates will, as of the Closing Date, be duly authorized by the Depositor, and assuming the Trustee has been duly authorized to do so, when executed, countersigned, issued and delivered by the Trustee in accordance with the Pooling and Servicing Agreement, the Certificates will be validly issued and outstanding and will be entitled to the benefits provided by the Pooling and Servicing Agreement. (i) No consent, approval, authorization, order, registration or qualification of or with any court or governmental agency or body is required for the issuance or sale of the Class A Certificates, or the consummation by such Transaction Party of the other transactions contemplated by the Agreements, except the registration under the 1933 Act of the Class A Certificates and such consents, approvals, authorizations, registrations or qualifications as may be required under state securities or "blue sky" laws in connection with the issuance of the Class A Certificates and the purchase and distribution of the Class A Certificates by the Underwriters. (j) Such Transaction Party possesses all material licenses, certificates, authorities or permits issued by the appropriate state, federal or foreign regulatory agencies or bodies necessary to conduct the business now conducted by it and as described in the Prospectus, and such Transaction Party has not received any notice of proceedings relating to the revocation or modification of any such license, certificate, authority or permit which, singly or in the aggregate, if the subject of an unfavorable decision, ruling or finding, would materially and adversely affect the conduct of its business, operations or financial condition. (k) At the time of execution and delivery of the Pooling and Servicing Agreement, the Seller (i) will have good and marketable BWNY03/123624 title to each Mortgage Loan being transferred by it to the Depositor, free and clear of any liens, (ii) will not have assigned to any personPerson, other than the Depositor, any of its right, title or interest in or to such Mortgage Loans and (iii) will have the power and authority to sell such Mortgage Loans to the Depositor. (l) At the time of execution and delivery of the Pooling and Servicing Agreement, after giving effect to the sale of the Mortgage Loans from the Seller to the Depositor pursuant to the Pooling and Servicing Agreement, the Depositor (i) will have good and marketable title to each Mortgage Loan being transferred by it to the Trustee pursuant to the Pooling and Servicing Agreement, free and clear of any liens, (ii) will not have assigned to any person, other than the Trustee, any of its right, title or interest in or to such Mortgage Loans and (iii) will have the power and authority to sell such Mortgage Loans to the Trustee. (m) Upon execution and delivery of the Pooling and Servicing Agreement by all of the parties thereto, the Depositor will have acquired beneficial ownership of all of the Seller's right, title and interest in and to the Mortgage Loans (except for (i) principal (including Prepayments) and interest collected on each Mortgage Loan on or prior to the Cut-Off Date (other than, with respect to Actuarial Loans, scheduled monthly payments collected on or prior to the Cut-Off Date and due after the Cut-Off Date) and (ii) with respect to Actuarial Loans, scheduled monthly payments due on or prior to the Cut-Off Date), free of all liens. (n) Upon execution and delivery of the Pooling and Servicing Agreement by all of the parties thereto, the Trustee will have acquired beneficial ownership of all of the Depositor's right, title and interest in and to the Mortgage Loans, and upon delivery to the Underwriters of the Class A Certificates and payment of the purchase price therefor, the Underwriters will have good and marketable title to the Class A Certificates, in each case free of all liens. (o) As of the Closing Date, each of the Mortgage Loans will meet the eligibility criteria described in the Prospectus and set forth in the Pooling and Servicing Agreement. (p) Such Transaction Party will not conduct its operations while any of the Class A Certificates are outstanding in a manner that would require such Transaction Party or the Trust to be registered as an "investment company" under the Investment Company Act of 1940, as amended (the "1940 Act"), as in effect on the date hereof or require the Trust to be registered under the Trust Indenture Act of 1939, as amended (the "Trust Indenture Act"), as in effect on the date hereof. (q) On the Closing Date, the Certificates and the Pooling and Servicing Agreement will conform in all material respects to the descriptions thereof contained in the Prospectus. BWNY03/123624. (r) On the Closing Date, the Class A Certificates shall have been rated "AAA" by Standard & Poor's Ratings Services, a division of The McGraw-Hill Companies, Inc. ("Xxxxxxrd Standard & Poor's"), and axx "AaaXxx" by xx Moody's Investors Service, Xxx. Inc. ("Moody's"). (s) Any taxesXxx xxxes, fees and other governmental charges in connection with the execution, delivery and issuance of the Agreements and the Certificates have been paid or will be paid at or prior to the Closing Date. (t) On the Closing Date, each of the representations and warranties of the Master Servicer, the Seller and the Depositor set forth in the Pooling and Servicing Agreement and the Insurance Agreement will be true and correct in all material respects.

Representations and Warranties of the Master Servicer. the Seller and the Depositor. Each of the Master Servicer, the Seller and the Depositor, as to itself, and the Master Servicer, individually, with respect to (a), (b), (o), (q), (r) and (s) below, represents and warrants to, and agrees with the Underwriters that: (a) The Registration Statement, as amended by Amendment No. 1 and Amendment No. 2, Statement has become effective under the 1933 Act. The BWNY03/123624 Registration Statement complies, and all amendments to the Registration Statement at the time such amended Registration Statement becomes effective will comply, in all material respects with the requirements of the 1933 Act and the Rules and Regulations. The Registration Statement at the time such Registration Statement became effective did not, and any amendment to the Registration Statement at the time such amended Registration Statement becomes effective will not, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading. The Prospectus as of the date hereof does, and the Prospectus as amended or supplemented as of the Closing Date will, comply in all material respects with the requirements of the 1933 Act and the Rules and Regulations. The Prospectus as of the date hereof did not, and the Prospectus as amended or supplemented as of the Closing Date will not, contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided, however, that the representations and warranties in this subsection shall not apply to statements in, or omissions from, the Registration Statement or the Prospectus made in reliance upon and in conformity with information furnished to the Depositor in writing by the Underwriters or the Certificate Insurer expressly for use in the Registration Statement or Prospectus. The Seller and the Depositor acknowledge that the statements set forth in the last paragraph of the first cover page of the Prospectus Supplement, in the second full paragraph and the next to last paragraph of page S-iii S-_____ of the Prospectus Supplement and under the caption "UNDERWRITING" in the Prospectus Supplement constitute the only information furnished in writing by the Underwriters for inclusion in the Prospectus. The conditions to the use by the Depositor of a registration statement on Form S-3 under the 1933 Act, as set forth in the General Instructions to Form S-3, have been satisfied with respect to the Registration Statement and the Prospectus. There are no contracts or documents of the Depositor or its affiliates that are required to be filed as exhibits to the Registration Statement pursuant to the 1933 Act or the Rules and Regulations that have not been so filed on or prior to the effective date of the Registration Statement. (b) Since the respective dates as of which information is given in the Prospectus, or the Prospectus as amended and supplemented at the Closing Date, there has not been any material adverse change in the general affairs, management, financial condition or results of operations of any of the Transaction Parties or of their subsidiaries or affiliates, otherwise than as set forth in the Prospectus or the Prospectus as amended and supplemented at the Closing Date. (c) Such Transaction Party has been duly incorporated and is validly existing as a corporation in good standing under the laws of its respective jurisdiction of incorporation, with the full right, power and authority (corporate and other) to own, lease and operate its properties and conduct its business as described in the BWNY03/123624 Prospectus and to enter into and perform its obligations under the Agreements to which it is a signatory, and, with respect to the Depositor, to cause the Certificates to be issued; such Transaction Party is duly qualified as a foreign corporation to transact business and is in good standing in each jurisdiction which requires such qualification, except where failure to be so qualified would not have a material adverse effect on (A) its business or financial condition, (B) its obligations under the Agreements to which it is a signatory or (C) the Owners of the Certificates; such Transaction Party is duly authorized and licensed under applicable law, including, without limitation, those that regulate the business of originating, purchasing, selling or servicing first and second lien mortgage loans, to conduct, in the various jurisdictions in which it does business, the business it currently conducts therein and to perform its obligations as contemplated by the Agreements, except where failure to be so qualified or licensed would not have a material adverse effect on (A) its business or financial condition, (B) its obligations under the Agreements to which it is a signatory or (C) the Owners of the Certificates. (d) There are no legal or governmental proceedings pending to which such Transaction Party is a party, or of which any property of such Transaction Party is the subject, which could reasonably be expected to materially and adversely affect (A) its financial position, shareholders' equity or results of operations, (B) its obligations under the Agreements to which it is a signatory or (C) the Owners of the Certificates; and to the best knowledge of such Transaction Party, no such proceedings are threatened or contemplated by governmental authorities or threatened by others. (e) This Underwriting Agreement has been and, prior to the Closing Date, the Agreements (other than this Underwriting Agreement) will have been, duly authorized, executed and delivered by each Transaction Party which is a party to such Agreements and, when duly executed and delivered by the other parties thereto, will constitute legal, valid and binding instruments enforceable against such Transaction Party, in accordance with their respective terms, subject as to enforceability (i) to applicable bankruptcy, reorganization, insolvency, moratorium or other similar laws affecting creditors' rights generally, (ii) to general principles of equity (regardless of whether enforcement is sought in a proceeding in equity or at law) and (iii) with respect to rights of indemnity under this Underwriting Agreement and the Indemnification Agreement, to limitations of public policy under applicable securities laws. (f) The issuance and delivery of the Certificates, the consummation of any other of the transactions contemplated in the Agreements and the fulfillment of the terms of the Agreements do not and will not conflict with or violate any term or provision of the Certificate or Articles of Incorporation or Bylaws of such Transaction Party; any statute, order or regulation applicable to such Transaction Party of any court, regulatory body, BWNY03/123624 administrative agency or governmental body having jurisdiction over such Transaction Party; and do not and will not conflict with, or result in a breach or violation or the acceleration of, or constitute a default under, or result in the creation or imposition of any lien, charge or encumbrance upon any of the property or assets of such Transaction Party pursuant to the terms of, any indenture, mortgage, deed of trust, loan agreement or other agreement or instrument to which such Transaction Party is a party or by which such Transaction Party may be bound or to which any of the property or assets of such Transaction Party may be subject, except for conflicts, violations, breaches, accelerations and defaults which would not be, individually or in the aggregate, materially adverse to such Transaction Party or the Owners of the Certificates or materially adverse to the transactions contemplated by the Agreements. (g) Deloitte & Touche LLP is an independent public accountant with respect to the Master Servicer, the Seller and the Depositor as required by the 1933 Act and the Rules and Regulations. (h) The direction by the Depositor to the Trustee to execute, countersign, issue and deliver the Certificates will, as of the Closing Date, be duly authorized by the Depositor, and assuming the Trustee has been duly authorized to do so, when executed, countersigned, issued and delivered by the Trustee in accordance with the Pooling and Servicing Agreement, the Certificates will be validly issued and outstanding and will be entitled to the benefits provided by the Pooling and Servicing Agreement. (i) No consent, approval, authorization, order, registration or qualification of or with any court or governmental agency or body is required for the issuance or sale of the Class A Certificates, or the consummation by such Transaction Party of the other transactions contemplated by the Agreements, except the registration under the 1933 Act of the Class A Certificates and such consents, approvals, authorizations, registrations or qualifications as may be required under state securities or "blue sky" laws in connection with the issuance of the Class A Certificates and the purchase and distribution of the Class A Certificates by the Underwriters. (j) Such Transaction Party possesses all material licenses, certificates, authorities or permits issued by the appropriate state, federal or foreign regulatory agencies or bodies necessary to conduct the business now conducted by it and as described in the Prospectus, and such Transaction Party has not received any notice of proceedings relating to the revocation or modification of any such license, certificate, authority or permit which, singly or in the aggregate, if the subject of an unfavorable decision, ruling or finding, would materially and adversely affect the conduct of its business, operations or financial condition. (k) At the time of execution and delivery of the Pooling and Servicing Agreement, the Seller (i) will have good and marketable BWNY03/123624 title to each Mortgage Loan being transferred by it to the Depositor, free and clear of any liens, (ii) will not have assigned to any personPerson, other than the Depositor, any of its right, title or interest in or to such Mortgage Loans and (iii) will have the power and authority to sell such Mortgage Loans to the Depositor. (l) At the time of execution and delivery of the Pooling and Servicing Agreement, after giving effect to the sale of the Mortgage Loans from the Seller to the Depositor pursuant to the Pooling and Servicing Agreement, the Depositor (i) will have good and marketable title to each Mortgage Loan being transferred by it to the Trustee pursuant to the Pooling and Servicing Agreement, free and clear of any liens, (ii) will not have assigned to any person, other than the Trustee, any of its right, title or interest in or to such Mortgage Loans and (iii) will have the power and authority to sell such Mortgage Loans to the Trustee. (m) Upon execution and delivery of the Pooling and Servicing Agreement by all of the parties thereto, the Depositor will have acquired beneficial ownership of all of the Seller's right, title and interest in and to the Mortgage Loans (except for (i) principal (including Prepayments) and interest collected on each Mortgage Loan on or prior to the Cut-Off Date (other than, with respect to Actuarial Loans, scheduled monthly payments collected on or prior to the Cut-Off Date and due after the Cut-Off Date) and (ii) with respect to Actuarial Loans, scheduled monthly payments due on or prior to the Cut-Off Date), free of all liens. (n) Upon execution and delivery of the Pooling and Servicing Agreement by all of the parties thereto, the Trustee will have acquired beneficial ownership of all of the Depositor's right, title and interest in and to the Mortgage Loans, and upon delivery to the Underwriters of the Class A Certificates and payment of the purchase price therefor, the Underwriters will have good and marketable title to the Class A Certificates, in each case free of all liens. (o) As of the Closing Date, each of the Mortgage Loans will meet the eligibility criteria described in the Prospectus and set forth in the Pooling and Servicing Agreement. (p) Such Transaction Party will not conduct its operations while any of the Class A Certificates are outstanding in a manner that would require such Transaction Party or the Trust to be registered as an "investment company" under the Investment Company Act of 1940, as amended (the "1940 Act"), as in effect on the date hereof or require the Trust to be registered under the Trust Indenture Act of 1939, as amended (the "Trust Indenture Act"), as in effect on the date hereof. (q) On the Closing Date, the Certificates and the Pooling and Servicing Agreement will conform in all material respects to the descriptions thereof contained in the Prospectus. BWNY03/123624. (r) On the Closing Date, the Class A Certificates shall have been rated "AAA______" by Standard & Poor's Ratings Services, a division of The McGraw-Hill Companies, Inc. _______ ("Xxxxxxrd & Poor's________________"), and "Aaa_______" by Moody's Investors Service, Xxx. _______________________ ("Moody's____________"). (s) Any taxes, fees and other governmental charges in connection with the execution, delivery and issuance of the Agreements and the Certificates have been paid or will be paid at or prior to the Closing Date. (t) On the Closing Date, each of the representations and warranties of the Master Servicer, the Seller and the Depositor set forth in the Pooling and Servicing Agreement and the Insurance Agreement will be true and correct in all material respects.