Common use of Representations and Warranties of the Seller and the Depositor Clause in Contracts

Representations and Warranties of the Seller and the Depositor. (a) The Seller and the Depositor hereby represent and warrant to the Trust for the benefit of the Certificateholders that the representations and warranties of the Seller and the Depositor set forth in Sections, (b) and (c) of the Transfer and Servicing Agreement are true and correct with respect to the Seller and the Subsequent Mortgage Loans as of the Subsequent Transfer Date. (b) The Seller hereby represents and warrants that (i) the aggregate of the Stated Principal Balances of the Subsequent Mortgage Loans listed on the Subsequent Mortgage Loan Schedule and conveyed to the Trust pursuant to this Agreement as of the Subsequent Cut-off Date is $_____________and (ii) the conditions precedent for the transfer of Subsequent Mortgage Loans set forth in Section 2.04 of the Transfer and Servicing Agreement have been satisfied as of the Subsequent Transfer Date. (c) The Seller and the Depositor hereby represent and warrant that neither the Seller nor the Depositor is (i) insolvent and will not be rendered insolvent by the transfer of Subsequent Mortgage Loans pursuant to this Agreement or (ii) aware of any pending insolvency.

Representations and Warranties of the Seller and the Depositor. (a) The Seller and the Depositor hereby represent and warrant to the Trust for the benefit of the Certificateholders that the representations and warranties of the Seller and the Depositor set forth in SectionsSections 3.01(a), (b) and (c) of the Transfer and Servicing Agreement are true and correct with respect to the Seller and the Subsequent Mortgage Loans as of the Subsequent Transfer Date. (b) The Seller hereby represents and warrants that (i) the aggregate of the Stated Scheduled Principal Balances of the Subsequent Mortgage Loans listed on the Subsequent Mortgage Loan Schedule and conveyed to the Trust pursuant to this Agreement as of the Subsequent Cut-off Date is $_____________$ and (ii) the conditions precedent for the transfer of Subsequent Mortgage Loans set forth in Section 2.04 of the Transfer and Servicing Agreement have been satisfied as of the Subsequent Transfer Date. (c) The Seller and the Depositor hereby represent and warrant that neither the Seller nor the Depositor is (i) insolvent and will not be rendered insolvent by the transfer of Subsequent Mortgage Loans pursuant to this Agreement or (ii) aware of any pending insolvency.

Representations and Warranties of the Seller and the Depositor. (a) The Seller and the Depositor hereby represent and warrant to the Trust for the benefit of the Certificateholders that the representations and warranties of the Seller and the Depositor set forth in Sections, Sections 3.01 (b) and (c) of the Transfer and Servicing Agreement are true and correct with respect to the Seller and the Subsequent Mortgage Loans as of the Subsequent Transfer Date. (b) The Seller hereby represents and warrants that (i) the aggregate of the Stated Principal Balances of the Subsequent Mortgage Loans listed on the Subsequent Mortgage Loan Schedule and conveyed to the Trust pursuant to this Agreement as of the Subsequent Cut-off Date is $_____________4,579,721.33 and (ii) the conditions precedent for the transfer of Subsequent Mortgage Loans set forth in Section 2.04 of the Transfer and Servicing Agreement have been satisfied as of the Subsequent Transfer Date. (c) The Seller and the Depositor hereby represent and warrant that neither the Seller nor the Depositor is (i) insolvent and will not be rendered insolvent by the transfer of Subsequent Mortgage Loans pursuant to this Agreement or (ii) aware of any pending insolvency.

Representations and Warranties of the Seller and the Depositor. (a) The Seller and the Depositor hereby represent and warrant to the Trust for the benefit of the Certificateholders that the representations and warranties of the Seller and the Depositor set forth in SectionsSections 3.01(a), (b) and (c) of the Transfer and Servicing Agreement are true and correct with respect to the Seller and the Subsequent Mortgage Loans as of the Subsequent Transfer Date. (b) The Seller hereby represents and warrants that (i) the aggregate of the Stated Scheduled Principal Balances of the Subsequent Mortgage Loans listed on the Subsequent Mortgage Loan Schedule and conveyed to the Trust pursuant to this Agreement as of the Subsequent Cut-off Date is $______________ and (ii) the conditions precedent for the transfer of Subsequent Mortgage Loans set forth in Section 2.04 of the Transfer and Servicing Agreement have been satisfied as of the Subsequent Transfer Date. (c) The Seller and the Depositor hereby represent and warrant that neither the Seller nor the Depositor is (i) insolvent and will not be rendered insolvent by the transfer of Subsequent Mortgage Loans pursuant to this Agreement or (ii) aware of any pending insolvency.

Representations and Warranties of the Seller and the Depositor. (a) The Seller and the Depositor hereby represent and warrant to the Trust for the benefit of the Certificateholders that the representations and warranties of the Seller and the Depositor set forth in SectionsSections , (b) and (c) of the Transfer and Servicing Agreement are true and correct with respect to the Seller and the Subsequent Mortgage Loans as of the Subsequent Transfer Date. (b) The Seller hereby represents and warrants that (i) the aggregate of the Stated Principal Balances of the Subsequent Mortgage Loans listed on the Subsequent Mortgage Loan Schedule and conveyed to the Trust pursuant to this Agreement as of the Subsequent Cut-off Date is $_____________and (ii) the conditions precedent for the transfer of Subsequent Mortgage Loans set forth in Section 2.04 of the Transfer and Servicing Agreement have been satisfied as of the Subsequent Transfer Date. (c) The Seller and the Depositor hereby represent and warrant that neither the Seller nor the Depositor is (i) insolvent and will not be rendered insolvent by the transfer of Subsequent Mortgage Loans pursuant to this Agreement or (ii) aware of any pending insolvency.

Representations and Warranties of the Seller and the Depositor. (a) The Seller and the Depositor hereby represent and warrant to the Trust for the benefit of the Certificateholders and the Certificate Insurer that the representations and warranties of the Seller and the Depositor set forth in SectionsSections 2.03(a), (b2.03(c) and (c2.04(a) of the Transfer Pooling and Servicing Agreement are true and correct with respect to the Seller and the Subsequent Mortgage Loans as of the Subsequent Transfer Date. (b) The Seller and the Depositor hereby represents represent and warrants warrant that (i) the aggregate of the Stated Principal Balances of the Subsequent Mortgage Loans listed on the Subsequent Mortgage Loan Schedule and conveyed to the Trust pursuant to this Agreement as of the Subsequent related Cut-off Date is $______________ and (ii) the conditions precedent for the transfer of Subsequent Mortgage Loans set forth in Section 2.04 2.13 of the Transfer Pooling and Servicing Agreement have been satisfied as of the Subsequent Transfer Date. (c) The Seller and the Depositor hereby represent and warrant that neither the Seller nor the Depositor is (i) insolvent and will not be rendered insolvent by the transfer of Subsequent Mortgage Loans pursuant to this Agreement or (ii) aware of any pending insolvency.

Representations and Warranties of the Seller and the Depositor. (a) The Seller and the Depositor hereby represent and warrant to the Trust Trustee on behalf of the Issuing Entity for the benefit of the Certificateholders that the representations and warranties of the Seller and the Depositor set forth in Sections, Sections 2.07 of the Pooling and Servicing Agreement are true and correct with respect to the Seller and the Subsequent Mortgage Loans which constitute NYMC Mortgage Loans as of the Subsequent Transfer Date. (b) The Seller hereby represent and (cwarrant to the Trustee on behalf of the Issuing Entity for the benefit of the Certificateholders that the representations and warranties of the Seller set forth in Section 3.2(a) of the Transfer Mortgage Loan Purchase Agreement, dated March 30, 2006 by and Servicing Agreement among the Seller, the Depositor, and New York Mortgage Trust, Inc. as Guarantor, are true and correct with respect to the Seller and the Subsequent Mortgage Loans as of the Subsequent Transfer Date. (bc) The Seller hereby represents and warrants that (i) the aggregate of the Stated Principal Balances of the Subsequent Mortgage Loans listed on the Subsequent Mortgage Loan Schedule and conveyed to the Trust Trustee on behalf of the Issuing Entity pursuant to this Agreement as of the Subsequent Cut-off Date is $_____________47,900,612.84 and (ii) the conditions precedent for the transfer of Subsequent Mortgage Loans set forth in Section 2.04 of the Transfer Pooling and Servicing Agreement have been satisfied as of the Subsequent Transfer Date. (cd) The Seller and the Depositor hereby represent and warrant that neither the Seller nor the Depositor is (i) insolvent and will not be rendered insolvent by the transfer of Subsequent Mortgage Loans pursuant to this Agreement or (ii) aware of any pending insolvency.

Representations and Warranties of the Seller and the Depositor. (a) The Seller and the Depositor hereby represent and warrant to the Trust for the benefit of the Certificateholders that the representations and warranties of the Seller and the Depositor set forth in SectionsSections 2.03(a), (b2.03(c) and (c2.04(a) of the Transfer Pooling and Servicing Agreement are true and correct with respect to the Seller and the Subsequent Mortgage Loans as of the Subsequent Transfer Date. (b) The Seller and the Depositor hereby represents represent and warrants warrant that (i) the aggregate of the Stated Principal Balances of the Subsequent Mortgage Loans listed on the Subsequent Mortgage Loan Schedule and conveyed to the Trust pursuant to this Agreement as of the Subsequent related Cut-off Date is $______________ and (ii) the conditions precedent for the transfer of Subsequent Mortgage Loans set forth in Section 2.04 2.13 of the Transfer Pooling and Servicing Agreement have been satisfied as of the Subsequent Transfer Date. (c) The Seller and the Depositor hereby represent and warrant that neither the Seller nor the Depositor is (i) insolvent and will not be rendered insolvent by the transfer of Subsequent Mortgage Loans pursuant to this Agreement or (ii) aware of any pending insolvency.

Representations and Warranties of the Seller and the Depositor. (a) The Seller and the Depositor hereby represent and warrant to the Trust for the benefit of the Certificateholders that the representations and warranties of the Seller and the Depositor set forth in Sections, (b) and (c) of the Transfer and Servicing Agreement are true and correct with respect to the Seller and the Subsequent Mortgage Loans as of the Subsequent Transfer Date. (b) The Seller hereby represents and warrants that (i) the aggregate of the Stated Principal Balances of the Subsequent Mortgage Loans listed on the Subsequent Mortgage Loan Schedule and conveyed to the Trust pursuant to this Agreement as of the Subsequent Cut-off Date is $_____________$ and (ii) the conditions precedent for the transfer of Subsequent Mortgage Loans set forth in Section 2.04 of the Transfer and Servicing Agreement have been satisfied as of the Subsequent Transfer Date. (c) The Seller and the Depositor hereby represent and warrant that neither the Seller nor the Depositor is (i) insolvent and will not be rendered insolvent by the transfer of Subsequent Mortgage Loans pursuant to this Agreement or (ii) aware of any pending insolvency.

Representations and Warranties of the Seller and the Depositor. (a) The Seller and the Depositor hereby represent and warrant to the Trust for the benefit of the Certificateholders that the representations and warranties of the Seller and the Depositor set forth in Sections, (bSection 3.01(b) and (c) of the Transfer and Servicing Agreement are true and correct with respect to the Seller and the Subsequent Mortgage Loans as of the Subsequent Transfer Date. (b) The Seller hereby represents and warrants that (i) the aggregate of the Stated Principal Balances of the Subsequent Mortgage Loans listed on the Subsequent Mortgage Loan Schedule and conveyed to the Trust pursuant to this Agreement as of the Subsequent Cut-off Date is $_____________241,560,530.01 and (ii) the conditions precedent for the transfer of Subsequent Mortgage Loans set forth in Section 2.04 of the Transfer and Servicing Agreement have been satisfied as of the Subsequent Transfer Date. (c) The Seller and the Depositor hereby represent and warrant that neither the Seller nor the Depositor is (i) insolvent and will not be rendered insolvent by the transfer of Subsequent Mortgage Loans pursuant to this Agreement or (ii) aware of any pending insolvency.

Representations and Warranties of the Seller and the Depositor. (a) The Seller and the Depositor hereby represent and warrant to the Trust Trustee on behalf of the Issuing Entity for the benefit of the Certificateholders that the representations and warranties of the Seller and the Depositor set forth in SectionsSections 2.07, (b) and (c) of the Transfer Pooling and Servicing Agreement are true and correct with respect to the Seller and the Subsequent Mortgage Loans as of the Subsequent Transfer Date. (b) The Seller hereby represents and warrants that (i) the aggregate of the Stated Principal Balances of the Subsequent Mortgage Loans listed on the Subsequent Mortgage Loan Schedule and conveyed to the Trust Trustee on behalf of the Issuing Entity pursuant to this Agreement as of the Subsequent Cut-off Date is $_____________$ and (ii) the conditions precedent for the transfer of Subsequent Mortgage Loans set forth in Section 2.04 of the Transfer Pooling and Servicing Agreement have been satisfied as of the Subsequent Transfer Date. (c) The Seller and the Depositor hereby represent and warrant that neither the Seller nor the Depositor is (i) insolvent and will not be rendered insolvent by the transfer of Subsequent Mortgage Loans pursuant to this Agreement or (ii) aware of any pending insolvency.

Representations and Warranties of the Seller and the Depositor. (a) The Seller and the Depositor hereby represent and warrant to the Trust for the benefit of the Certificateholders that the representations and warranties of the Seller and the Depositor set forth in Sections, (bSection 3.01(b) and (c) of the Transfer and Servicing Agreement are true and correct with respect to the Seller and the Subsequent Mortgage Loans as of the Subsequent Transfer Date. (b) The Seller hereby represents and warrants that (i) the aggregate of the Stated Principal Balances of the Subsequent Mortgage Loans listed on the Subsequent Mortgage Loan Schedule and conveyed to the Trust pursuant to this Agreement as of the Subsequent Cut-off Date is $_____________232,957,970.89 and (ii) the conditions precedent for the transfer of Subsequent Mortgage Loans set forth in Section 2.04 of the Transfer and Servicing Agreement have been satisfied as of the Subsequent Transfer Date. (c) The Seller and the Depositor hereby represent and warrant that neither the Seller nor the Depositor is (i) insolvent and will not be rendered insolvent by the transfer of Subsequent Mortgage Loans pursuant to this Agreement or (ii) aware of any pending insolvency.

Representations and Warranties of the Seller and the Depositor. (a) The Seller and the Depositor hereby represent and warrant to the Trust for the benefit of the Certificateholders that the representations and warranties of the Seller and the Depositor set forth in SectionsSections , (b) and (c) of the Transfer and Servicing Agreement are true and correct with respect to the Seller and the Subsequent Mortgage Loans as of the Subsequent Transfer Date. (b) The Seller hereby represents and warrants that (i) the aggregate of the Stated Principal Balances of the Subsequent Mortgage Loans listed on the Subsequent Mortgage Loan Schedule and conveyed to the Trust pursuant to this Agreement as of the Subsequent Cut-off Date is $_____________$ and (ii) the conditions precedent for the transfer of Subsequent Mortgage Loans set forth in Section 2.04 of the Transfer and Servicing Agreement have been satisfied as of the Subsequent Transfer Date. (c) The Seller and the Depositor hereby represent and warrant that neither the Seller nor the Depositor is (i) insolvent and will not be rendered insolvent by the transfer of Subsequent Mortgage Loans pursuant to this Agreement or (ii) aware of any pending insolvency.

Representations and Warranties of the Seller and the Depositor. (a) The Seller and the Depositor hereby represent and warrant to the Trust for the benefit of the Certificateholders that the representations and warranties of the Seller and the Depositor set forth in Sections, (bSection 3.01(b) and (c) of the Transfer and Servicing Agreement are true and correct with respect to the Seller and the Subsequent Mortgage Loans as of the Subsequent Transfer Date. (b) The Seller hereby represents and warrants that (i) the aggregate of the Stated Principal Balances of the Subsequent Mortgage Loans listed on the Subsequent Mortgage Loan Schedule and conveyed to the Trust pursuant to this Agreement as of the Subsequent Cut-off Date is $_____________289,799,258.07 and (ii) the conditions precedent for the transfer of Subsequent Mortgage Loans set forth in Section 2.04 of the Transfer and Servicing Agreement have been satisfied as of the Subsequent Transfer Date. (c) The Seller and the Depositor hereby represent and warrant that neither the Seller nor the Depositor is (i) insolvent and will not be rendered insolvent by the transfer of Subsequent Mortgage Loans pursuant to this Agreement or (ii) aware of any pending insolvency.

Representations and Warranties of the Seller and the Depositor. (a) The Seller and the Depositor hereby represent and warrant to the Trust for the benefit of the Certificateholders that the representations and warranties of the Seller and the Depositor set forth in Sections, (bSection 3.01(b) and (c) of the Transfer and Servicing Agreement are true and correct with respect to the Seller and the Subsequent Mortgage Loans as of the Subsequent Transfer Date. (b) The Seller hereby represents and warrants that (i) the aggregate of the Stated Principal Balances of the Subsequent Mortgage Loans listed on the Subsequent Mortgage Loan Schedule and conveyed to the Trust pursuant to this Agreement as of the Subsequent Cut-off Date is $_____________200,590,943.46 and (ii) the conditions precedent for the transfer of Subsequent Mortgage Loans set forth in Section 2.04 of the Transfer and Servicing Agreement have been satisfied as of the Subsequent Transfer Date. (c) The Seller and the Depositor hereby represent and warrant that neither the Seller nor the Depositor is (i) insolvent and will not be rendered insolvent by the transfer of Subsequent Mortgage Loans pursuant to this Agreement or (ii) aware of any pending insolvency.