Common use of Representations and Warranties Regarding Individual Home Loans Clause in Contracts

Representations and Warranties Regarding Individual Home Loans. The Transferor hereby represents and warrants to the Depositor, the Issuer, the Indenture Trustee, the Grantor Trustee, the Owner Trustee and the Noteholders, with respect to each Home Loan as of the Closing Date, and with respect to each Subsequent Loan, as of the related Subsequent Transfer Date, except as otherwise expressly stated: (a) The information pertaining to each Home Loan set forth in the Home Loan Schedule was true and correct in all material respects as of the Cut-Off Date; (b) As of the applicable Cut-Off Date, none of the Home Loans was 30 or more days past due (without giving effect to any grace period); the Transferor has not advanced funds, induced, solicited or knowingly received any advance of funds from a party other than the Obligor, directly or indirectly, for the payment of any amount required by any Home Loan; (c) The terms of the Debt Instrument and any related Mortgage contain the entire agreement of the parties thereto and have not been impaired, waived, altered or modified in any respect, except by written instruments reflected in the related Grantor Trustee's Home Loan File and recorded, if necessary, to maintain the lien priority of the any related Mortgage; no instrument of waiver, alteration, expansion or modification has been executed, and no Obligor has been released, in whole or in part, except in connection with an assumption agreement which assumption agreement is part of the related Grantor Trustee's Home Loan File and the payment terms of which are reflected in the related Home Loan Schedule; (d) The Debt Instrument and any related Mortgage are not subject to any set-off, claims, counterclaim or defense, including the defense of usury or of fraud in the inducement, and will not be so subject in the future with respect to the goods and services provided under the Debt Instrument; and neither the operation of any of the terms of the Debt Instrument and any related Mortgage, nor the exercise of any right thereunder, will render such Debt Instrument or Mortgage unenforceable, in whole or in part, or subject to any right of rescission, set-off, counterclaim or defense, including the defense of usury, and no such right of rescission, set-off, counterclaim or defense has been asserted with respect thereto; (e) Any and all requirements of any federal, state or local law applicable to the Home Loan (including any law applicable to the origination, servicing and collection practices with respect thereto) have been complied with; (f) No Debt Instrument or Mortgage has been satisfied, canceled, rescinded or subordinated, in whole or part; and the Transferor, except as otherwise permitted by clause (c) of this Section 3.04, has not waived the performance by the Obligor of any action, if the Obligor's failure to perform such action would cause the Debt Instrument or Home Loan to be in default; and, the related Property has not been released from the lien of the Mortgage, in whole or in part, nor has any instrument been executed that would effect any such satisfaction, subordination, release, cancellation or rescission; (g) Each related Mortgage is a valid, subsisting and enforceable lien on the related Property, including the land and all buildings on the Property; (h) The Debt Instrument and any related Mortgage are genuine and each is the legal, valid and binding obligation of the maker thereof, enforceable in accordance with its terms, except as enforceability may be limited by bankruptcy, insolvency, reorganization or other similar laws affecting creditors' rights in general and by general principles of equity; (i) To the best of the Transferor's knowledge, all parties to the Debt Instrument and any related Mortgage had legal capacity at the time to enter into the Home Loan and to execute and deliver the Debt Instrument and any related Mortgage, and the Debt Instrument and any related Mortgage have been duly and properly executed by such parties; (j) As of the applicable Cut-Off Date, the proceeds of the Home Loan have been fully disbursed and there is no requirement for future advances thereunder, and any and all applicable requirements set forth in the Home Loan documents have been complied with; the Obligor is not entitled to any refund of any amounts paid or due under the Debt Instrument or any related Mortgage; (k) Immediately prior to the sale, transfer and assignment to the Depositor, the Transferor will have good and indefeasible legal title to the Home Loan, the related Debt Instrument and any related Mortgage and the full right to transfer such Home Loan, the related Debt Instrument and any related Mortgage, and the Transferor will have been the sole owner thereof, subject to no liens, pledges, charges, mortgages, encumbrances or rights of others, except for such liens as will be released simultaneously with the transfer and assignment of the Home Loans to the Depositor (and the Grantor Trustee's Home Loan File will contain no evidence inconsistent with the foregoing); and immediately upon the sale, transfer and assignment contemplated by the Home Loan Purchase Agreement, the Depositor will hold good title to, and be the sole owner of each Home Loan, the related Debt Instrument and any related Mortgage, free of all liens, pledges, charges, mortgages, encumbrances or rights of others; (l) Except for those Home Loans referred to in clause (b) of this Section 3.04 that are delinquent as of the Cut-Off Date, there is no default, breach, violation or event of acceleration known to the Transferor under the Home Loan, the related Debt Instrument and any related Mortgage and there is no event known to the Transferor which, with the passage of time or with notice and the expiration of any grace or cure period, would constitute a default, breach, violation or event of acceleration thereunder and neither the Transferor nor its predecessors have waived any such default, breach, violation or event of acceleration; (m) The Debt Instrument and any related Mortgage contain customary and enforceable provisions so as to render the rights and remedies of the holder thereof adequate for the realization against the Property of the benefits of the security provided thereby, including, (A) in the case of any Mortgage designated as a deed of trust, by trustee's sale, and (B) otherwise by judicial foreclosure; (n) Each Home Loan is a fixed rate loan; the Debt Instrument shall mature within not more than 25 years from the date of origination of the Home Loan; the Debt Instrument is payable in substantially equal Monthly Payments, with interest payable in arrears, and requires a Monthly Payment which is sufficient to fully amortize the original principal balance over the original term and to pay interest at the related Home Loan Interest Rate; interest on each Home Loan is calculated on the basis of a 360-day year consisting of twelve 30-day months, and the Debt Instrument does not provide for any extension of the original term; (o) The related Debt Instrument is not and has not been secured by any collateral except, the lien of the corresponding Mortgage; (p) If the related Mortgage constitutes a deed of trust, a trustee, duly qualified under applicable law to serve as such, has been properly designated and currently so serves and is named in the Mortgage, or a valid substitution of trustee has been recorded, and no extraordinary fees or expenses are or will become payable to the trustee under the deed of trust, except in connection with default proceedings and a trustee's sale after default by the Obligor; (q) The Transferor has no knowledge of any circumstances or conditions not reflected in the representations set forth herein, or in the Home Loan Schedule, or in the related Grantor Trustee's Home Loan File with respect to the related Mortgage, the related Property or the Obligor which could reasonably be expected to materially and adversely affect the value of the related Property or the marketability of the Home Loan or cause the Home Loan to become delinquent or otherwise be in default; (r) Assuming no material change to the applicable law or regulations in effect as of the Closing Date, after the consummation of the transactions contemplated by this Agreement, the Grantor Trustee will have the ability to foreclose or otherwise realize upon a Property, if the Home Loan is a Home Loan, or to enforce the provisions of the related Home Loan against the Obligor thereunder, if the foreclosure upon any such Property or enforcement of the provisions of the related Home Loan against the Obligor is undertaken as set forth in Section 4.10 hereof; (s) There exists a Home Loan File relating to each Home Loan and such Home Loan File contains all of the original or certified documentation listed in Section 2.04 hereof for such Home Loan. Each Grantor Trustee's Home Loan File has been delivered to the applicable Custodian and each Servicer's Home Loan File is being held in trust by the Servicer for the benefit of, and as agent for, the Grantor Trust Holder and the Grantor Trustee as their respective interest appear herein. Each document included in the Home Loan File which is required to be executed by the Obligor has been executed by the Obligor in the appropriate places. With respect to each Home Loan, the related Assignment of Mortgage to the Grantor Trustee is in recordable form and is acceptable for recording under the laws of the jurisdiction in which the Property is located. All blanks on any form required to be completed have been so completed; (t) Each Property is improved by a residential dwelling and is not a Home Loan in respect of a manufactured home or mobile home or the land on which a manufactured home or mobile home has been placed, unless such manufactured home or mobile home is treated as real estate under applicable law; (u) Each Home Loan was underwritten by the Transferor in accordance with the Transferor's underwriting guidelines; (v) If the Property securing any Home Loan is in an area identified by the Federal Emergency Management Agency ("FEMA") as having special flood hazards, unless the community in which the area is situated is not participating in the National Flood Insurance Program and the regulations thereunder or less than a year has passed since FEMA notification regarding such hazards, a flood insurance policy is in effect with respect to such Property with a generally acceptable carrier which complies with section 102(a) of the Flood Disaster Protection Act of 1968, as amended; all improvements upon each Property securing a Home Loan are insured by a generally acceptable insurer against loss by fire, hazards of extended coverage and such other hazards as are customary in the area where the Property is located, pursuant to insurance policies conforming to the requirements of the Agreement; all such policies contain a standard mortgagee clause naming the Transferor or its predecessor in interest, its successors and assigns, as loss payee; (w) All costs, fees and expenses incurred in originating and closing the Home Loan and in recording any related Mortgage were paid and the Obligor is not entitled to any refund of any amounts paid or due to the lender pursuant to the Debt Instrument or any related Mortgage; (x) There is no obligation on the part of the Transferor or any other party other than the Obligor to make payments with respect to the Home Loan; (y) At the time of origination of the Home Loan, each related Superior Lien, if any, was certified by the Obligor as not being 30 or more days delinquent; (z) To the best of the Transferor's knowledge, all parties which have had any interest in the Home Loan, whether as mortgagee, assignee, pledgee or otherwise, are (or, during the period in which they held and disposed of such interest, were) (i) in compliance with any and all applicable licensing requirements of the laws of the state wherein the Property is located, and (ii) (A) organized under the laws of such state, or (B) qualified to do business in such state, or (C) federal savings and loan associations or national banks having principal offices in such state, or (D) not doing business in such state; (aa) With respect to each Home Loan, the related Mortgage contains an enforceable provision requiring the consent of the mortgagee to assumption of the related Home Loan upon sale of the Property;

Representations and Warranties Regarding Individual Home Loans. The Each of the Transferor and the Originator hereby represents and warrants to the Depositor, the Issuer, the Indenture Trustee, the Grantor Trustee, the Owner Trustee and the Noteholders, with respect to each Home Loan as of the Closing Date, and with respect to each Subsequent Loan, as of the related Subsequent Transfer Date, except as otherwise expressly stated: (a) The information pertaining to set forth in each Home Loan set forth Schedule is complete, true and correct; (b) The information to be provided by the Originator and the Transferor to the Depositor or the Owner Trustee in the Home connection with a Subsequent Loan Schedule was will be true and correct in all material respects at the date or dates respecting which such information is furnished; (c) Each Mortgage is a valid first or second lien on a fee simple (or its equivalent under applicable state law) estate in the real property securing the amount owed by the Obligor under the Debt Instrument subject only to (i) the lien of current real property taxes and assessments which are not delinquent, (ii) any related first mortgage loan, (iii) covenants, conditions and restrictions, rights of way, easements and other matters of public record as of the date of recording of such Mortgage, such exceptions appearing of record being acceptable to mortgage lending institutions generally in the area wherein the related Mortgaged Property is located and specifically referred to in the title insurance policy delivered to the originator of the Home Loan and referred to or otherwise considered in the appraisal obtained in connection with the origination of the related Home Loan and (iv) other matters to which like properties are commonly subject which do not materially interfere with the benefits of the security intended to be provided by such Mortgage or the use, enjoyment, value or marketability of the related Mortgaged Property; (d) Immediately prior to the sale of the Home Loan to the Depositor (i) the Transferor or the Originator, as the case may be, was the sole owner and holder of each Home Loan, (ii) each Home Loan was not otherwise assigned or pledged, (iii) the Transferor or the Originator, as the case may be, had good, indefeasible and marketable title thereto, (iv) the Transferor or the Originator, as the case may be, had full right to transfer and sell the Home Loan therein to the Depositor or the Transferor, as the case may be, hereunder free and clear of any encumbrance, equity interest, participation interest, lien, pledge, charge, claim or security interest, and (v) the Transferor or the Originator, as the case may be, had full right and authority subject to no interest or participation of, or agreement with, any other party, to sell and assign each Home Loan to the Depositor or the Transferor, as the case may be, or the Originator, as the case may be, hereunder and following the sale of each Home Loan by the Depositor to the Owner Trustee, the Owner Trustee will own such Home Loan free and clear of any encumbrance, equity interest, participation interest, lien, pledge, charge, claim or security interest (other than the lien created by this Agreement); (e) As of the Cut-Off Date, no payment of principal or interest on or in respect of any Home Loan remains unpaid for 30 or more days past the date the same was due in accordance with the related Debt Instrument without regard to applicable grace periods; (f) No Fixed Rate Loan has a Home Loan Interest Rate less than, 9.10% per annum and the weighted average interest rate of the Fixed Rate Loans as of the Cut-Off DateDate was 14.11% and no Adjustable Rate Loan has a Lifetime Floor less than 9.25% per annum and the weighted average interest rate of the Adjustable Rate Loans as of the Cut-Off Date was 11.50%; (bg) At origination, no Home Loan had an original term to maturity of greater than 360 months; (h) As of the applicable Cut-Off Date, none the weighted average remaining term to maturity of the Home Loans was 30 or more days past due (without giving effect to any grace period); the Transferor has not advanced funds, induced, solicited or knowingly received any advance of funds from a party other than the Obligor, directly or indirectly, for the payment of any amount required by any Home Loan108.0 months; (ci) The terms of There is no mechanics' or similar lien or claim for work, labor or material (and no rights are outstanding that under law could give rise to such lien) affecting the Debt Instrument and any related Mortgage contain the entire agreement of the parties thereto and have not been impaired, waived, altered or modified in any respect, except by written instruments reflected in Mortgaged Property; the related Grantor Trustee's Home Loan File and recorded, if necessary, to maintain the lien priority of the any related Mortgage; no instrument of waiver, alteration, expansion or modification has been executed, and no Obligor has been released, in whole or in part, except in connection with an assumption agreement which assumption agreement Mortgaged Property is part of the related Grantor Trustee's Home Loan File and the payment terms of which are reflected in the related Home Loan Schedule; (d) The Debt Instrument and any related Mortgage are not subject to any lien or claim which is or may be a lien prior to, or equal or coordinate with, the lien of such Mortgage, except those which are insured against by the title insurance policy referred to in (ag) below; (j) There is no delinquent tax or assessment lien against any Mortgaged Property; (k) Such Home Loan, the Mortgage, and the Debt Instrument, including, without limitation, the obligation of the Obligor to pay the unpaid principal of and interest on the Debt Instrument, are each not subject to any right of rescission (or any such rescission right has expired in accordance with applicable law), set-off, claimscounterclaim, counterclaim or defense, including the defense of usury or of fraud in the inducementusury, and nor will not be so subject in the future with respect to the goods and services provided under the Debt Instrument; and neither the operation of any of the terms of the Debt Instrument and any related or the Mortgage, nor or the exercise of any right thereunder, will render such either the Debt Instrument or the Mortgage unenforceable, in whole or in part, or subject to any right of rescission, set-off, counterclaim counterclaim, or defense, including the defense of usury, and no such right of rescission, set-off, counterclaim counterclaim, or defense has been asserted with respect thereto; (el) Any The Mortgaged Property is free of material damage and all requirements of any federalis in good repair, state and there is no pending or local law applicable to threatened proceeding for the Home Loan (including any law applicable to the origination, servicing and collection practices with respect thereto) have been complied with; (f) No Debt Instrument total or Mortgage has been satisfied, canceled, rescinded or subordinated, in whole or part; and the Transferor, except as otherwise permitted by clause (c) of this Section 3.04, has not waived the performance by the Obligor of any action, if the Obligor's failure to perform such action would cause the Debt Instrument or Home Loan to be in default; and, the related Property has not been released from the lien partial condemnation of the Mortgage, in whole or in part, nor has any instrument been executed that would effect any such satisfaction, subordination, release, cancellation or rescission; (g) Each related Mortgage is a valid, subsisting and enforceable lien on the related Property, including the land and all buildings on the Mortgaged Property; (hm) The Transferor has not received a notice of default of any first mortgage loan secured by the Mortgaged Property which has not been cured by a party other than the Transferor; (n) Each Debt Instrument and any related Mortgage are genuine and each is in substantially the legal, valid and binding obligation of forms previously provided to the maker thereof, enforceable in accordance with its terms, except as enforceability may be limited by bankruptcy, insolvency, reorganization or other similar laws affecting creditors' rights in general and by general principles of equityOwner Trustee; (io) No Home Loan had, at the date of origination, a Combined Loan-to-Value Ratio in excess of 135%, and the weighted average Combined Loan-to-Value ratio of all Home Loans as of the Cut-Off Date was 108.0%; (p) The Home Loan was not originated in a program in which the amount of documentation in the underwriting process was limited in comparison to the originator's normal documentation requirements for similar type loans; (q) No more than the following percentages of the Home Loans by Principal Balance as of the Cut-Off Date were secured by Mortgaged Properties located in the following states: Percent of State Principal Balance ----- ----------------- California 17.2% Virginia 8.2% Florida 5.9% Oklahoma 5.8% Maryland 5.6% (r) The Home Loans were not selected by the Originator or the Transferor for sale to the Transferor or the Depositor on any basis adverse to the Depositor relative to the portfolio of similar mortgage loans of the Transferor; (s) None of the Home Loans constitutes a lien on leasehold interests; (t) Each Mortgage contains customary and enforceable provisions which render the rights and remedies of the holder thereof adequate for the realization against the related Mortgaged Property of the benefits of the security including (A) in the case of a Mortgage designated as a deed of trust, by trustee's sale and (B) otherwise by judicial foreclosure. To the best of the Originator's or the Transferor's knowledge, all parties there is no homestead or other exemption available to the Debt Instrument related Obligor which would materially interfere with the right to sell the related Mortgaged Property at a trustee's sale or the right to foreclose the related Mortgage. The Mortgage contains customary and any related Mortgage had legal capacity at enforceable provisions for the time to enter into acceleration of the payment of the Principal Balance of such Home Loan and to execute and deliver in the Debt Instrument and event all or any part of the related Mortgage, and Mortgaged Property is sold or otherwise transferred without the Debt Instrument and any related Mortgage have been duly and properly executed by such partiesprior written consent of the holder thereof; (ju) As of the applicable Cut-Off Date, Each Home Loan has been closed and the proceeds of the such Home Loan have been fully disbursed and disbursed, including reserves set aside by the Originator or the Transferor, there is no requirement for for, and the Originator or the Transferor shall not make any, future advances thereunder. Any future advances made prior to the Cut-Off Date have been consolidated with the principal balance secured by the Mortgage, and any such principal balance, as consolidated, bears a single interest rate and single repayment term reflected on the applicable Home Loan Schedule. The Principal Balance as of the Cut-Off Date does not exceed the original principal amount of such Home Loan. Any and all applicable requirements set forth in the Home Loan documents as to completion of any on-site or off site improvements and as to disbursements of any escrow funds therefor have been complied with; . All costs, fees, and expenses incurred in making, or recording such Home Loan have been paid and the related Obligor is not entitled to any refund of any amounts paid or due under the related Debt Instrument or any related Mortgage; (kv) Immediately prior All Home Loans were originated in compliance with Life's Underwriting Guidelines and conform in all material respects to the saledescription thereof set forth in the Prospectus Supplement; (w) The terms of the Mortgage and Debt Instrument have not been impaired, transfer waived, altered, or modified in any respect, except by a written instrument which has been recorded, if necessary, to protect the interest of the Indenture Trustee and assignment which has been delivered to the DepositorIndenture Trustee. The substance of any such alteration or modification is or as to Subsequent Loans will be reflected on the applicable Home Loan Schedule and, the Transferor will have good and indefeasible legal title to the extent necessary, has been or will be approved by (i) the insurer under the applicable mortgage title insurance policy, and (ii) the insurer under any other insurance policy required hereunder for such Home Loan, the related Debt Instrument and any related Mortgage Loan where such insurance policy requires approval and the full right failure to transfer procure approval would impair coverage under such policy; (x) No instrument of release, satisfaction, subordination, rescission, waiver, alteration, or modification has been executed in connection with such Home Loan, no Home Loan has been satisfied, canceled, subordinated or rescinded, in whole or in part, and no Home Loan has been released, in whole or in part, except in connection with an assumption agreement which has been approved by the related Debt Instrument insurer under any insurance policy required hereunder for such Home Loan where such policy requires approval and any related Mortgagethe failure to procure approval would impair coverage under such policy, and which is part of the Mortgage File and has been delivered to the Indenture Trustee, and the Transferor will have been terms of which are reflected in the sole owner thereof, subject to no liens, pledges, charges, mortgages, encumbrances or rights of others, except for such liens as will be released simultaneously with the transfer and assignment of the Home Loans to the Depositor (and the Grantor Trustee's applicable Home Loan File will contain no evidence inconsistent with the foregoing); and immediately upon the sale, transfer and assignment contemplated by the Home Loan Purchase Agreement, the Depositor will hold good title to, and be the sole owner of each Home Loan, the related Debt Instrument and any related Mortgage, free of all liens, pledges, charges, mortgages, encumbrances or rights of othersSchedule; (ly) Except for those Home Loans referred to in clause (b) of this Section 3.04 that are delinquent as of the Cut-Off Date, there There is no default, breach, violation violation, or event of acceleration known to the Transferor existing under the Home Loan, Mortgage or the related Debt Instrument and any related Mortgage and there is no event known to the Transferor which, with the passage of time or with notice and the expiration of any grace or cure period, would constitute such a default, breach, violation or event of acceleration thereunder acceleration, and neither the Originator nor the Transferor nor its predecessors have has waived any such default, breach, violation or event of acceleration. All taxes, governmental assessments (including assessments payable in future installments), insurance premiums, water, sewer, and municipal charges, leaseholder payments, or ground rents which previously became due and owing in respect of or affecting the related Mortgaged Property have been paid. Neither the Originator nor the Transferor has not advanced funds, or induced, solicited, or knowingly received any advance of funds by a party other than the Obligor, directly or indirectly, for the payment of any amount required by the Mortgage or the Debt Instrument; (mz) The Debt Instrument and any related Mortgage contain customary and enforceable provisions so as to render the rights and remedies All of the holder thereof adequate improvements which were included for the realization against purposes of determining the Property Appraised Value of the benefits Mortgaged Property were completed at the time that such Home Loan was originated and lie wholly within the boundaries and building restriction lines of such Mortgaged Property. No improvements on adjoining properties encroach upon the Mortgaged Property. No improvement located on or being part of the security provided thereby, including, (A) Mortgaged Property is in the case violation of any Mortgage designated as a deed of trustapplicable zoning law or regulation. All inspections, by trustee's salelicenses, and certificates required to be made or issued with respect to all occupied portions of the Mortgaged Property (Bincluding all such improvements which were included for the purpose of determining such Appraised Value) otherwise by judicial foreclosureand, with respect to the use and occupancy of the same, including but not limited to certificates of occupancy and fire underwriters certificates, have been made or obtained from the appropriate authorities and the Mortgaged Property is lawfully occupied under applicable law; (naa) Each Home Loan is a fixed rate loan; the Debt Instrument shall mature within There do not more than 25 years from the date of origination of the Home Loan; the Debt Instrument is payable in substantially equal Monthly Payments, with interest payable in arrears, and requires a Monthly Payment which is sufficient to fully amortize the original principal balance over the original term and to pay interest at the related Home Loan Interest Rate; interest on each Home Loan is calculated on the basis of a 360-day year consisting of twelve 30-day months, and the Debt Instrument does not provide for any extension of the original term; (o) The related Debt Instrument is not and has not been secured by any collateral except, the lien of the corresponding Mortgage; (p) If the related Mortgage constitutes a deed of trust, a trustee, duly qualified under applicable law to serve as such, has been properly designated and currently so serves and is named in the Mortgage, or a valid substitution of trustee has been recorded, and no extraordinary fees or expenses are or will become payable to the trustee under the deed of trust, except in connection with default proceedings and a trustee's sale after default by the Obligor; (q) The Transferor has no knowledge of exist any circumstances or conditions not reflected in the representations set forth herein, or in the Home Loan Schedule, or in the related Grantor Trustee's Home Loan File with respect to the related Mortgage, the related Property Mortgaged Property, the Obligor, or the Obligor which could Obligor's credit standing that can be reasonably be expected to materially and adversely affect the value of the related Property or the marketability of the Home Loan or cause the such Home Loan to become delinquent or otherwise be in default; (r) Assuming no material change to adversely affect the applicable law value or regulations in effect as marketability of the Closing Date, after the consummation of the transactions contemplated by this Agreement, the Grantor Trustee will have the ability to foreclose or otherwise realize upon a Property, if the Home Loan is a such Home Loan, or to enforce the provisions of the related Home Loan against the Obligor thereunder, if the foreclosure upon other than any such Property circumstances or enforcement of the provisions of the related Home Loan against the Obligor is undertaken as set forth in Section 4.10 hereofconditions permitted under Life's Underwriting Guidelines; (s) There exists a Home Loan File relating to each Home Loan and such Home Loan File contains all of the original or certified documentation listed in Section 2.04 hereof for such Home Loan. Each Grantor Trustee's Home Loan File has been delivered to the applicable Custodian and each Servicer's Home Loan File is being held in trust by the Servicer for the benefit of, and as agent for, the Grantor Trust Holder and the Grantor Trustee as their respective interest appear herein. Each document included in the Home Loan File which is required to be executed by the Obligor has been executed by the Obligor in the appropriate places. With respect to each Home Loan, the related Assignment of Mortgage to the Grantor Trustee is in recordable form and is acceptable for recording under the laws of the jurisdiction in which the Property is located. All blanks on any form required to be completed have been so completed; (t) Each Property is improved by a residential dwelling and is not a Home Loan in respect of a manufactured home or mobile home or the land on which a manufactured home or mobile home has been placed, unless such manufactured home or mobile home is treated as real estate under applicable law; (u) Each Home Loan was underwritten by the Transferor in accordance with the Transferor's underwriting guidelines; (v) If the Property securing any Home Loan is in an area identified by the Federal Emergency Management Agency ("FEMA") as having special flood hazards, unless the community in which the area is situated is not participating in the National Flood Insurance Program and the regulations thereunder or less than a year has passed since FEMA notification regarding such hazards, a flood insurance policy is in effect with respect to such Property with a generally acceptable carrier which complies with section 102(a) of the Flood Disaster Protection Act of 1968, as amended; all improvements upon each Property securing a Home Loan are insured by a generally acceptable insurer against loss by fire, hazards of extended coverage and such other hazards as are customary in the area where the Property is located, pursuant to insurance policies conforming to the requirements of the Agreement; all such policies contain a standard mortgagee clause naming the Transferor or its predecessor in interest, its successors and assigns, as loss payee; (w) All costs, fees and expenses incurred in originating and closing the Home Loan and in recording any related Mortgage were paid and the Obligor is not entitled to any refund of any amounts paid or due to the lender pursuant to the Debt Instrument or any related Mortgage; (x) There is no obligation on the part of the Transferor or any other party other than the Obligor to make payments with respect to the Home Loan; (y) At the time of origination of the Home Loan, each related Superior Lien, if any, was certified by the Obligor as not being 30 or more days delinquent; (z) To the best of the Transferor's knowledge, all parties which have had any interest in the Home Loan, whether as mortgagee, assignee, pledgee or otherwise, are (or, during the period in which they held and disposed of such interest, were) (i) in compliance with any and all applicable licensing requirements of the laws of the state wherein the Property is located, and (ii) (A) organized under the laws of such state, or (B) qualified to do business in such state, or (C) federal savings and loan associations or national banks having principal offices in such state, or (D) not doing business in such state; (aa) With respect to each Home Loan, the related Mortgage contains an enforceable provision requiring the consent of the mortgagee to assumption of the related Home Loan upon sale of the Property;

Representations and Warranties Regarding Individual Home Loans. The Transferor hereby represents and warrants to the Depositor, the Issuer, the Indenture Trustee, the Grantor Trustee, the Owner Trustee and the Noteholders, with respect to each Home Loan as of the Closing Date, and with respect to each Subsequent Loan, as of the related Subsequent Transfer Date, except as otherwise expressly stated: (a) The information pertaining to each Home Loan set forth in the Home Loan Schedule was true and correct in all material respects as of the Cut-Off Date; (b) As of the applicable Cut-Off Date, none of the Home Loans was 30 or more days past due (without giving effect to any grace period); the Transferor has not advanced funds, induced, solicited or knowingly received any advance of funds from a party other than the Obligor, directly or indirectly, for the payment of any amount required by any Home Loan; (c) The terms of the Debt Instrument and any related Mortgage contain the entire agreement of the parties thereto and have not been impaired, waived, altered or modified in any respect, except by written instruments reflected in the related Grantor Indenture Trustee's Home Loan File and recorded, if necessary, to maintain the lien priority of the any related Mortgage; no instrument of waiver, alteration, expansion or modification has been executed, and no Obligor has been released, in whole or in part, except in connection with an assumption agreement which assumption agreement is part of the related Grantor Indenture Trustee's Home Loan File and the payment terms of which are reflected in the related Home Loan Schedule; (d) The Debt Instrument and any related Mortgage are not subject to any set-off, claims, counterclaim or defense, including the defense of usury or of fraud in the inducement, and will not be so subject in the future with respect to the goods and services provided under the Debt Instrument; and neither the operation of any of the terms of the Debt Instrument and any related Mortgage, nor the exercise of any right thereunder, will render such Debt Instrument or Mortgage unenforceable, in whole or in part, or subject to any right of rescission, set-off, counterclaim or defense, including the defense of usury, and no such right of rescission, set-off, counterclaim or defense has been asserted with respect thereto; (e) Any and all requirements of any federal, state or local law applicable to the Home Loan (including any law applicable to the origination, servicing and collection practices with respect thereto) have been complied with; (f) No Debt Instrument or Mortgage has been satisfied, canceled, rescinded or subordinated, in whole or part; and the Transferor, except as otherwise permitted by clause (c) of this Section 3.04, has not waived the performance by the Obligor of any action, if the Obligor's failure to perform such action would cause the Debt Instrument or Home Mortgage Loan to be in default; andand with respect to a Mortgage Loan, the related Property has not been released from the lien of the Mortgage, in whole or in part, nor has any instrument been executed that would effect any such satisfaction, subordination, release, cancellation or rescission; (g) Each related Mortgage is a valid, subsisting and enforceable lien on the related Property, including the land and all buildings on the Property; (h) The Debt Instrument and any related Mortgage are genuine and each is the legal, valid and binding obligation of the maker thereof, enforceable in accordance with its terms, except as enforceability may be limited by bankruptcy, insolvency, reorganization or other similar laws affecting creditors' rights in general and by general principles of equity; (i) To the best of the Transferor's knowledge, all parties to the Debt Instrument and any related Mortgage had legal capacity at the time to enter into the Home Loan and to execute and deliver the Debt Instrument and any related Mortgage, and the Debt Instrument and any related Mortgage have been duly and properly executed by such parties; (j) As of the applicable Cut-Off Date, the proceeds of the Home Loan have been fully disbursed and there is no requirement for future advances thereunder, and any and all applicable requirements set forth in the Home Loan documents have been complied with; the Obligor is not entitled to any refund of any amounts paid or due under the Debt Instrument or any related Mortgage; (k) Immediately prior to the sale, transfer and assignment to the Depositor, the Transferor will have good and indefeasible legal title to the Home Loan, the related Debt Instrument and any related Mortgage and the full right to transfer such Home Loan, the related Debt Instrument and any related Mortgage, and the Transferor will have been the sole owner thereof, subject to no liens, pledges, charges, mortgages, encumbrances or rights of others, except for such liens as will be released simultaneously with the transfer and assignment of the Home Loans to the Depositor (and the Grantor Indenture Trustee's Home Loan File will contain no evidence inconsistent with the foregoing); and immediately upon the sale, transfer and assignment contemplated by the Home Loan Purchase Agreement, the Depositor will hold good title to, and be the sole owner of each Home Loan, the related Debt Instrument and any related Mortgage, free of all liens, pledges, charges, mortgages, encumbrances or rights of others; (l) Except for those Home Loans referred to in clause (b) of this Section 3.04 that are delinquent as of the Cut-Off Date, there is no default, breach, violation or event of acceleration known to the Transferor under the Home Loan, the related Debt Instrument and any related Mortgage and there is no event known to the Transferor which, with the passage of time or with notice and the expiration of any grace or cure period, would constitute a default, breach, violation or event of acceleration thereunder and neither the Transferor nor its predecessors have waived any such default, breach, violation or event of acceleration; (m) The Debt Instrument and any related Mortgage contain customary and enforceable provisions so as to render the rights and remedies of the holder thereof adequate for the realization against the Property of the benefits of the security provided thereby, including, (A) in the case of any Mortgage designated as a deed of trust, by trustee's sale, and (B) otherwise by judicial foreclosure; (n) Each Home Loan is a fixed rate loan; the Debt Instrument shall mature within not more than 25 years from the date of origination of the Home Loan; the Debt Instrument is payable in substantially equal Monthly Payments, with interest payable in arrears, and requires a Monthly Payment which is sufficient to fully amortize the original principal balance over the original term and to pay interest at the related Home Loan Interest Rate; interest on each Home Loan is calculated on the basis of a 360-day year consisting of twelve 30-day months, and the Debt Instrument does not provide for any extension of the original term; (o) The related Debt Instrument is not and has not been secured by any collateral except, in the case of a Mortgage Loan, the lien of the corresponding Mortgage; (p) If With respect to any Mortgage Loan, if the related Mortgage constitutes a deed of trust, a trustee, duly qualified under applicable law to serve as such, has been properly designated and currently so serves and is named in the Mortgage, or a valid substitution of trustee has been recorded, and no extraordinary fees or expenses are or will become payable to the trustee under the deed of trust, except in connection with default proceedings and a trustee's sale after default by the Obligor; (q) The With respect to any Mortgage Loan, the Transferor has no knowledge of any circumstances or conditions not reflected in the representations set forth herein, or in the Home Loan Schedule, or in the related Grantor Indenture Trustee's Home Loan File with respect to the related Mortgage, the related Property or the Obligor which could reasonably be expected to materially and adversely affect the value of the related Property or the marketability of the Home Mortgage Loan or cause the Home Mortgage Loan to become delinquent or otherwise be in default; (r) Assuming no material change to the applicable law or regulations in effect as of the Closing Date, after the consummation of the transactions contemplated by this Agreement, the Grantor Indenture Trustee will have the ability to foreclose or otherwise realize upon a Property, if the Home Loan is a Home Mortgage Loan, or to enforce the provisions of the related Home Loan against the Obligor thereunder, if the foreclosure upon any such Property or enforcement of the provisions of the related Home Loan against the Obligor is undertaken as set forth in Section 4.10 hereof; (s) There exists a Home Loan File relating to each Home Loan and such Home Loan File contains all of the original or certified documentation listed in Section 2.04 hereof for such Home Loan. Each Grantor Indenture Trustee's Home Loan File has been delivered to the applicable Custodian and each Servicer's Home Loan File is being held in trust by the Servicer for the benefit of, and as agent for, the Grantor Trust Holder Securityholders and the Grantor Indenture Trustee as their respective interest appear herein. Each document included in the Home Loan File which is required to be executed by the Obligor has been executed by the Obligor in the appropriate places. With respect to each Home Mortgage Loan, the related Assignment of Mortgage to the Grantor Indenture Trustee is in recordable form and is acceptable for recording under the laws of the jurisdiction in which the Property is located. All blanks on any form required to be completed have been so completed; (t) Each Property is improved by a residential dwelling and is not a Home Loan in respect of a manufactured home or mobile home or the land on which a manufactured home or mobile home has been placed, unless such manufactured home or mobile home is treated as real estate under applicable law; (u) Each Home Loan was underwritten by the Transferor in accordance with the Transferor's underwriting guidelines; (v) If the Property securing any Home Mortgage Loan is in an area identified by the Federal Emergency Management Agency ("FEMA") as having special flood hazards, unless the community in which the area is situated is not participating in the National Flood Insurance Program and the regulations thereunder or less than a year has passed since FEMA notification regarding such hazards, a flood insurance policy is in effect with respect to such Property with a generally acceptable carrier which complies with section 102(a) of the Flood Disaster Protection Act of 1968, as amended1973; all improvements upon each Property securing a Home Loan are insured by a generally acceptable insurer against loss by fire, hazards of extended coverage and such other hazards as are customary in the area where the Property is located, pursuant to insurance policies conforming to the requirements of the Agreement; all such policies contain a standard mortgagee clause naming the Transferor or its predecessor in interest, its successors and assigns, as loss payee; (w) All costs, fees and expenses incurred in originating and closing the Home Loan and in recording any related Mortgage were paid and the Obligor is not entitled to any refund of any amounts paid or due to the lender pursuant to the Debt Instrument or any related Mortgage; (x) There is no obligation on the part of the Transferor or any other party other than the Obligor to make payments with respect to the Home Loan; (y) At the time of origination of the Home Loan, each related Superior Lien, if any, was certified by the Obligor as not being 30 or more days delinquent; (z) To the best of the Transferor's knowledge, all parties which have had any interest in the Home Loan, whether as mortgagee, assignee, pledgee or otherwise, are (or, during the period in which they held and disposed of such interest, were) (i) in compliance with any and all applicable licensing requirements of the laws of the state wherein the Property is located, and (ii) (A) organized under the laws of such state, or (B) qualified to do business in such state, or (C) federal savings and loan associations or national banks having principal offices in such state, or (D) not doing business in such state; (aa) With respect to each Home Mortgage Loan, the related Mortgage contains an enforceable provision requiring the consent of the mortgagee to assumption of the related Home Mortgage Loan upon sale of the Property;

Representations and Warranties Regarding Individual Home Loans. The Transferor hereby represents and warrants to the Depositor, the Issuer, the Indenture Trustee, the Grantor Trustee, the Owner Trustee and the Noteholders, with respect to each Home Loan as of the Closing Date, and with respect to each Subsequent Loan, as of the related Subsequent Transfer Date, except as otherwise expressly stated: (a) The information pertaining to each Home Loan set forth in the Home Loan Schedule was true and correct in all material respects as of the Cut-Off Date; (b) As of the applicable Cut-Off Date, none of the Home Loans was 30 or more days past due (without giving effect to any grace period); the Transferor has not advanced funds, induced, solicited or knowingly received any advance of funds from a party other than the Obligor, directly or indirectly, for the payment of any amount required by any Home Loan; (c) The terms of the Debt Instrument and any related Mortgage contain the entire agreement of the parties thereto and have not been impaired, waived, altered or modified in any respect, except by written instruments reflected in the related Grantor Trustee's Home Loan File and recorded, if necessary, to maintain the lien priority of the any related Mortgage; no instrument of waiver, alteration, expansion or modification has been executed, and no Obligor has been released, in whole or in part, except in connection with an assumption agreement which assumption agreement is part of the related Grantor Trustee's Home Loan File and the payment terms of which are reflected in the related Home Loan Schedule; (d) The Debt Instrument and any related Mortgage are not subject to any set-off, claims, counterclaim or defense, including the defense of usury or of fraud in the inducement, and will not be so subject in the future with respect to the goods and services provided under the Debt Instrument; and neither the operation of any of the terms of the Debt Instrument and any related Mortgage, nor the exercise of any right thereunder, will render such Debt Instrument or Mortgage unenforceable, in whole or in part, or subject to any right of rescission, set-off, counterclaim or defense, including the defense of usury, and no such right of rescission, set-off, counterclaim or defense has been asserted with respect thereto; (e) Any and all requirements of any federal, state or local law applicable to the Home Loan (including any law applicable to the origination, servicing and collection practices with respect thereto) have been complied with; (f) No Debt Instrument or Mortgage has been satisfied, canceled, rescinded or subordinated, in whole or part; and the Transferor, except as otherwise permitted by clause (c) of this Section 3.04, has not waived the performance by the Obligor of any action, if the Obligor's failure to perform such action would cause the Debt Instrument or Home Loan to be in default; and, and the related Property has not been released from the lien of the Mortgage, in whole or in part, nor has any instrument been executed that would effect any such satisfaction, subordination, release, cancellation or rescission; (g) Each related Mortgage is a valid, subsisting and enforceable lien on the related Property, including the land and all buildings on the Property; (h) The Debt Instrument and any related Mortgage are genuine and each is the legal, valid and binding obligation of the maker thereof, enforceable in accordance with its terms, except as enforceability may be limited by bankruptcy, insolvency, reorganization or other similar laws affecting creditors' rights in general and by general principles of equity; (i) To the best of the Transferor's knowledge, all parties to the Debt Instrument and any related Mortgage had legal capacity at the time to enter into the Home Loan and to execute and deliver the Debt Instrument and any related Mortgage, and the Debt Instrument and any related Mortgage have been duly and properly executed by such parties; (j) As of the applicable Cut-Off Date, the proceeds of the Home Loan have been fully disbursed and there is no requirement for future advances thereunder, and any and all applicable requirements set forth in the Home Loan documents have been complied with; the Obligor is not entitled to any refund of any amounts paid or due under the Debt Instrument or any related Mortgage; (k) Immediately prior to the sale, transfer and assignment to the Depositor, the Transferor will have good and indefeasible legal title to the Home Loan, the related Debt Instrument and any related Mortgage and the full right to transfer such Home Loan, the related Debt Instrument and any related Mortgage, and the Transferor will have been the sole owner thereof, subject to no liens, pledges, charges, mortgages, encumbrances or rights of others, except for such liens as will be released simultaneously with the transfer and assignment of the Home Loans to the Depositor (and the Grantor Trustee's Home Loan File will contain no evidence inconsistent with the foregoing); and immediately upon the sale, transfer and assignment contemplated by the Home Loan Purchase Agreement, the Depositor will hold good title to, and be the sole owner of each Home Loan, the related Debt Instrument and any related Mortgage, free of all liensliens (except any first liens outstanding as of the Closing Date), pledges, charges, mortgages, encumbrances or rights of others; (l) Except for those Home Loans referred to in clause (b) of this Section 3.04 that are delinquent as of the Cut-Off Date, there is no default, breach, violation or event of acceleration known to the Transferor under the Home Loan, the related Debt Instrument and any related Mortgage and there is no event known to the Transferor which, with the passage of time or with notice and the expiration of any grace or cure period, would constitute a default, breach, violation or event of acceleration thereunder and neither the Transferor nor its predecessors have waived any such default, breach, violation or event of acceleration; (m) The Debt Instrument and any related Mortgage contain customary and enforceable provisions so as to render the rights and remedies of the holder thereof adequate for the realization against the Property of the benefits of the security provided thereby, including, (A) in the case of any Mortgage designated as a deed of trust, by trustee's sale, and (B) otherwise by judicial foreclosure; (n) Each Home Loan is a fixed rate loan; the Debt Instrument shall mature within not more than 25 30 years from the date of origination of the Home Loan; the Debt Instrument is payable in substantially equal Monthly Payments, with interest payable in arrears, and requires a Monthly Payment which is sufficient to fully amortize the original principal balance over the original term and to pay interest at the related Home Loan Interest Rate; interest on each Home Loan is calculated on the basis of a 360-day year consisting of twelve 30-day months, and the Debt Instrument does not provide for any extension of the original term; (o) The related Debt Instrument is not and has not been secured by any collateral except, except the lien of the corresponding Mortgage; (p) If the related Mortgage constitutes a deed of trust, a trustee, duly qualified under applicable law to serve as such, has been properly designated and currently so serves and is named in the Mortgage, or a valid substitution of trustee has been recorded, and no extraordinary fees or expenses are or will become payable to the trustee under the deed of trust, except in connection with default proceedings and a trustee's sale after default by the Obligor; (q) The Transferor has no knowledge of any circumstances or conditions not reflected in the representations set forth herein, or in the Home Loan Schedule, or in the related Grantor Trustee's Home Loan File with respect to the related Mortgage, the related Property or the Obligor which could reasonably be expected to materially and adversely affect the value of the related Property or the marketability of the Home Loan or cause the Home Loan to become delinquent or otherwise be in default; (r) Assuming no material change to the applicable law or regulations in effect as of the Closing Date, after the consummation of the transactions contemplated by this Agreement, the Grantor Trustee will have the ability to foreclose or otherwise realize upon a PropertyProperty or if otherwise permitted by applicable law, by pursuing other remedies against an Obligor, if the Home Loan is a Home Loan, or to enforce the provisions of the related Home Loan against the Obligor thereunder, if the foreclosure upon any such Property or enforcement of the provisions of the related Home Loan against the Obligor is undertaken as set forth in Section 4.10 hereof; (s) There exists a Home Loan File relating to each Home Loan and such Home Loan File contains all of the original or certified documentation listed in Section 2.04 hereof 2.05 of the Grantor Trust Agreement for such Home Loan. Each Grantor Trustee's Home Loan File has been delivered to the applicable Custodian and each Servicer's Home Loan File is being held in trust by the Servicer for the benefit of, and as agent for, the Grantor Trust Holder and the Grantor Trustee as their respective interest appear herein. Each document included in the Home Loan File which is required to be executed by the Obligor has been executed by the Obligor in the appropriate places. With respect to each Home Loan, the related Assignment of Mortgage to the Grantor Trustee is in recordable form and is acceptable for recording under the laws of the jurisdiction in which the Property is located. All blanks on any form required to be completed have been so completed; (t) Each Property is improved by a residential dwelling and is not a Home Loan in respect of a manufactured home or mobile home or the land on which a manufactured home or mobile home has been placed, unless such manufactured home or mobile home is treated as real estate under applicable law; (u) Each Home Loan was underwritten by the Transferor in accordance with the Transferor's underwriting guidelines; (v) If the Property securing any Home Loan is in an area identified by the Federal Emergency Management Agency ("FEMA") as having special flood hazards, unless the community in which the area is situated is not participating in the National Flood Insurance Program and the regulations thereunder or less than a year has passed since FEMA notification regarding such hazards, a flood insurance policy is in effect with respect to such Property with a generally acceptable carrier which complies with section 102(a) of the National Flood Disaster Protection Insurance Act of 1968, as amended; all improvements upon each Property securing a Home Loan are insured by a generally acceptable insurer against loss by fire, hazards of extended coverage and such other hazards as are customary in the area where the Property is located, pursuant to insurance policies conforming to the requirements of the Agreement; all such policies contain a standard mortgagee clause naming the Transferor or its predecessor in interest, its successors and assigns, as loss payee; (w) All costs, fees and expenses incurred in originating and closing the Home Loan and in recording any related Mortgage were paid and the Obligor is not entitled to any refund of any amounts paid or due to the lender pursuant to the Debt Instrument or any related Mortgage; (x) There is no obligation on the part of the Transferor or any other party other than the Obligor to make payments with respect to the Home Loan; (y) At the time of origination of the Home Loan, each related Superior Lien, if any, was certified by the Obligor as not being 30 or more days delinquent; (z) To the best of the Transferor's knowledge, all parties which have had any interest in the Home Loan, whether as mortgagee, assignee, pledgee or otherwise, are (or, during the period in which they held and disposed of such interest, were) (i) in compliance with any and all applicable licensing requirements of the laws of the state wherein the Property is located, and (ii) (A) organized under the laws of such state, or (B) qualified to do business in such state, or (C) federal savings and loan associations or national banks having principal offices in such state, or (D) not doing business in such state; (aa) With respect to each Home Loan, the related Mortgage contains an enforceable provision requiring the consent of the mortgagee to assumption of the related Home Loan upon sale of the Property;

Representations and Warranties Regarding Individual Home Loans. The Transferor hereby represents and warrants to the Depositor, the Issuer, the Indenture Trustee, the Grantor Trustee, the Owner Trustee and the Noteholders, with respect to each Home Loan as of the Closing Date, and with respect to each Subsequent Loan, as of the related Subsequent Transfer Date, except as otherwise expressly stated: (a) The information pertaining to each Home Loan set forth in the Home Loan Schedule was true and correct in all material respects as of the Cut-Off Date; (b) As of the applicable Cut-Off Date, none of the Home Loans was 30 or more days past due (without giving effect to any grace period); the Transferor has not advanced funds, induced, solicited or knowingly received any advance of funds from a party other than the Obligor, directly or indirectly, for the payment of any amount required by any Home Loan; (c) The terms of the Debt Instrument and any related Mortgage contain the entire agreement of the parties thereto and have not been impaired, waived, altered or modified in any respect, except by written instruments reflected in the related Grantor Indenture Trustee's Home Loan File and recorded, if necessary, to maintain the lien priority of the any related Mortgage; no instrument of waiver, alteration, expansion or modification has been executed, and no Obligor has been released, in whole or in part, except in connection with an assumption agreement which assumption agreement is part of the related Grantor Indenture Trustee's Home Loan File and the payment terms of which are reflected in the related Home Loan Schedule; (d) The Debt Instrument and any related Mortgage are not subject to any set-off, claims, counterclaim or defense, including the defense of usury or of fraud in the inducement, and will not be so subject in the future with respect to the goods and services provided under the Debt Instrument; and neither the operation of any of the terms of the Debt Instrument and any related Mortgage, nor the exercise of any right thereunder, will render such Debt Instrument or Mortgage unenforceable, in whole or in part, or subject to any right of rescission, set-off, counterclaim or defense, including the defense of usury, and no such right of rescission, set-off, counterclaim or defense has been asserted with respect thereto; (e) Any and all requirements of any federal, state or local law applicable to the Home Loan (including any law applicable to the origination, servicing and collection practices with respect thereto) have been complied with; (f) No Debt Instrument or Mortgage has been satisfied, canceled, rescinded or subordinated, in whole or part; and the Transferor, except as otherwise permitted by clause (c) of this Section 3.04, has not waived the performance by the Obligor of any action, if the Obligor's failure to perform such action would cause the Debt Instrument or Home Loan to be in default; andand with respect to a Home Loan, the related Property has not been released from the lien of the Mortgage, in whole or in part, nor has any instrument been executed that would effect any such satisfaction, subordination, release, cancellation or rescission; (g) Each related Mortgage is a valid, subsisting and enforceable lien on the related Property, including the land and all buildings on the Property; (h) The Debt Instrument and any related Mortgage are genuine and each is the legal, valid and binding obligation of the maker thereof, enforceable in accordance with its terms, except as enforceability may be limited by bankruptcy, insolvency, reorganization or other similar laws affecting creditors' rights in general and by general principles of equity; (i) To the best of the Transferor's knowledge, all parties to the Debt Instrument and any related Mortgage had legal capacity at the time to enter into the Home Loan and to execute and deliver the Debt Instrument and any related Mortgage, and the Debt Instrument and any related Mortgage have been duly and properly executed by such parties; (j) As of the applicable Cut-Off Date, the proceeds of the Home Loan have been fully disbursed and there is no requirement for future advances thereunder, and any and all applicable requirements set forth in the Home Loan documents have been complied with; the Obligor is not entitled to any refund of any amounts paid or due under the Debt Instrument or any related Mortgage; (k) Immediately prior to the sale, transfer and assignment to the Depositor, the Transferor will have good and indefeasible legal title to the Home Loan, the related Debt Instrument and any related Mortgage and the full right to transfer such Home Loan, the related Debt Instrument and any related Mortgage, and the Transferor will have been the sole owner thereof, subject to no liens, pledges, charges, mortgages, encumbrances or rights of others, except for such liens as will be released simultaneously with the transfer and assignment of the Home Loans to the Depositor (and the Grantor Indenture Trustee's Home Loan File will contain no evidence inconsistent with the foregoing); and immediately upon the sale, transfer and assignment contemplated by the Home Loan Purchase Agreement, the Depositor will hold good title to, and be the sole owner of each Home Loan, the related Debt Instrument and any related Mortgage, free of all liensliens (except any first liens outstanding as of the Closing Date), pledges, charges, mortgages, encumbrances or rights of others; (l) Except for those Home Loans referred to in clause (b) of this Section 3.04 that are delinquent as of the Cut-Off Date, there is no default, breach, violation or event of acceleration known to the Transferor under the Home Loan, the related Debt Instrument and any related Mortgage and there is no event known to the Transferor which, with the passage of time or with notice and the expiration of any grace or cure period, would constitute a default, breach, violation or event of acceleration thereunder and neither the Transferor nor its predecessors have waived any such default, breach, violation or event of acceleration; (m) The Debt Instrument and any related Mortgage contain customary and enforceable provisions so as to render the rights and remedies of the holder thereof adequate for the realization against the Property of the benefits of the security provided thereby, including, (A) in the case of any Mortgage designated as a deed of trust, by trustee's sale, and (B) otherwise by judicial foreclosure; (n) Each Home Loan is a fixed rate loan; the Debt Instrument shall mature within not more than 25 years from the date of origination of the Home Loan; the Debt Instrument is payable in substantially equal Monthly Payments, with interest payable in arrears, and requires a Monthly Payment which is sufficient to fully amortize the original principal balance over the original term and to pay interest at the related Home Loan Interest Rate; interest on each Home Loan is calculated on the basis of a 360-day year consisting of twelve 30-day months, and the Debt Instrument does not provide for any extension of the original term; (o) The related Debt Instrument is not and has not been secured by any collateral except, in the case of a Home Loan, the lien of the corresponding Mortgage; (p) If With respect to any Home Loan, if the related Mortgage constitutes a deed of trust, a trustee, duly qualified under applicable law to serve as such, has been properly designated and currently so serves and is named in the Mortgage, or a valid substitution of trustee has been recorded, and no extraordinary fees or expenses are or will become payable to the trustee under the deed of trust, except in connection with default proceedings and a trustee's sale after default by the Obligor; (q) The With respect to any Home Loan, the Transferor has no knowledge of any circumstances or conditions not reflected in the representations set forth herein, or in the Home Loan Schedule, or in the related Grantor Indenture Trustee's Home Loan File with respect to the related Mortgage, the related Property or the Obligor which could reasonably be expected to materially and adversely affect the value of the related Property or the marketability of the Home Loan or cause the Home Loan to become delinquent or otherwise be in default; (r) Assuming no material change to the applicable law or regulations in effect as of the Closing Date, after the consummation of the transactions contemplated by this Agreement, the Grantor Indenture Trustee will have the ability to foreclose or otherwise realize upon a PropertyProperty or if otherwise permitted by applicable law, by pursuing other remedies against an Obligor, if the Home Loan is a Home Loan, or to enforce the provisions of the related Home Loan against the Obligor thereunder, if the foreclosure upon any such Property or enforcement of the provisions of the related Home Loan against the Obligor is undertaken as set forth in Section 4.10 hereof; (s) There exists a Home Loan File relating to each Home Loan and such Home Loan File contains all of the original or certified documentation listed in Section 2.04 hereof for such Home Loan. Each Grantor Indenture Trustee's Home Loan File has been delivered to the applicable Custodian and each Servicer's Home Loan File is being held in trust by the Servicer for the benefit of, and as agent for, the Grantor Trust Holder Securityholders and the Grantor Indenture Trustee as their respective interest appear herein. Each document included in the Home Loan File which is required to be executed by the Obligor has been executed by the Obligor in the appropriate places. With respect to each Home Loan, the related Assignment of Mortgage to the Grantor Indenture Trustee is in recordable form and is acceptable for recording under the laws of the jurisdiction in which the Property is located. All blanks on any form required to be completed have been so completed; (t) Each Property is improved by a residential dwelling and is not a Home Loan in respect of a manufactured home or mobile home or the land on which a manufactured home or mobile home has been placed, unless such manufactured home or mobile home is treated as real estate under applicable law; (u) Each Home Loan was underwritten by the Transferor in accordance with the Transferor's underwriting guidelines; (v) If the Property securing any Home Loan is in an area identified by the Federal Emergency Management Agency ("FEMA") as having special flood hazards, unless the community in which the area is situated is not participating in the National Flood Insurance Program and the regulations thereunder or less than a year has passed since FEMA notification regarding such hazards, a flood insurance policy is in effect with respect to such Property with a generally acceptable carrier which complies with section 102(a) of the Flood Disaster Protection Act of 1968, as amended1973; all improvements upon each Property securing a Home Loan are insured by a generally acceptable insurer against loss by fire, hazards of extended coverage and such other hazards as are customary in the area where the Property is located, pursuant to insurance policies conforming to the requirements of the Agreement; all such policies contain a standard mortgagee clause naming the Transferor or its predecessor in interest, its successors and assigns, as loss payee; (w) All costs, fees and expenses incurred in originating and closing the Home Loan and in recording any related Mortgage were paid and the Obligor is not entitled to any refund of any amounts paid or due to the lender pursuant to the Debt Instrument or any related Mortgage; (x) There is no obligation on the part of the Transferor or any other party other than the Obligor to make payments with respect to the Home Loan; (y) At the time of origination of the Home Loan, each related Superior Lien, if any, was certified by the Obligor as not being 30 or more days delinquent; (z) To the best of the Transferor's knowledge, all parties which have had any interest in the Home Loan, whether as mortgagee, assignee, pledgee or otherwise, are (or, during the period in which they held and disposed of such interest, were) (i) in compliance with any and all applicable licensing requirements of the laws of the state wherein the Property is located, and (ii) (A) organized under the laws of such state, or (B) qualified to do business in such state, or (C) federal savings and loan associations or national banks having principal offices in such state, or (D) not doing business in such state; (aa) With respect to each Home Loan, the related Mortgage contains an enforceable provision requiring the consent of the mortgagee to assumption of the related Home Loan upon sale of the Property;

Representations and Warranties Regarding Individual Home Loans. The Transferor hereby represents and warrants to the Depositor, the Issuer, the Indenture Trustee, the Grantor Trustee, the Owner Trustee and the Noteholders, with respect to each Home Loan as of the Closing Date, and with respect to each Subsequent Loan, as of the related Subsequent Transfer Date, except as otherwise expressly stated: (a) The information pertaining to each Home Loan set forth in the Home Loan Schedule was true and correct in all material respects as of the Cut-Off Date; (b) As of the applicable Cut-Off Date, none of the Home Loans was 30 or more days past due (without giving effect to any grace period); the Transferor has not advanced funds, induced, solicited or knowingly received any advance of funds from a party other than the Obligor, directly or indirectly, for the payment of any amount required by any Home Loan; (c) The terms of the Debt Instrument and any related Mortgage contain the entire agreement of the parties thereto and have not been impaired, waived, altered or modified in any respect, except by written instruments reflected in the related Grantor Trustee's Home Loan File and recorded, if necessary, to maintain the lien priority of the any related Mortgage; no instrument of waiver, alteration, expansion or modification has been executed, and no Obligor has been released, in whole or in part, except in connection with an assumption agreement which assumption agreement is part of the related Grantor Trustee's Home Loan File and the payment terms of which are reflected in the related Home Loan Schedule; (d) The Debt Instrument and any related Mortgage are not subject to any set-off, claims, counterclaim or defense, including the defense of usury or of fraud in the inducement, and will not be so subject in the future with respect to the goods and services provided under the Debt Instrument; and neither the operation of any of the terms of the Debt Instrument and any related Mortgage, nor the exercise of any right thereunder, will render such Debt Instrument or Mortgage unenforceable, in whole or in part, or subject to any right of rescission, set-off, counterclaim or defense, including the defense of usury, and no such right of rescission, set-off, counterclaim or defense has been asserted with respect thereto; (e) Any and all requirements of any federal, state or local law applicable to the Home Loan (including any law applicable to the origination, servicing and collection practices with respect thereto) have been complied with; (f) No Debt Instrument or Mortgage has been satisfied, canceled, rescinded or subordinated, in whole or part; and the Transferor, except as otherwise permitted by clause (c) of this Section 3.04, has not waived the performance by the Obligor of any action, if the Obligor's failure to perform such action would cause the Debt Instrument or Home Mortgage Loan to be in default; andand with respect to a Mortgage Loan, the related Property has not been released from the lien of the Mortgage, in whole or in part, nor has any instrument been executed that would effect any such satisfaction, subordination, release, cancellation or rescission; (g) Each related Mortgage is a valid, subsisting and enforceable lien on the related Property, including the land and all buildings on the Property; (h) The Debt Instrument and any related Mortgage are genuine and each is the legal, valid and binding obligation of the maker thereof, enforceable in accordance with its terms, except as enforceability may be limited by bankruptcy, insolvency, reorganization or other similar laws affecting creditors' rights in general and by general principles of equity; (i) To the best of the Transferor's knowledge, all parties to the Debt Instrument and any related Mortgage had legal capacity at the time to enter into the Home Loan and to execute and deliver the Debt Instrument and any related Mortgage, and the Debt Instrument and any related Mortgage have been duly and properly executed by such parties; (j) As of the applicable Cut-Off Date, the proceeds of the Home Loan have been fully disbursed and there is no requirement for future advances thereunder, and any and all applicable requirements set forth in the Home Loan documents have been complied with; the Obligor is not entitled to any refund of any amounts paid or due under the Debt Instrument or any related Mortgage; (k) Immediately prior to the sale, transfer and assignment to the Depositor, the Transferor will have good and indefeasible legal title to the Home Loan, the related Debt Instrument and any related Mortgage and the full right to transfer such Home Loan, the related Debt Instrument and any related Mortgage, and the Transferor will have been the sole owner thereof, subject to no liens, pledges, charges, mortgages, encumbrances or rights of others, except for such liens as will be released simultaneously with the transfer and assignment of the Home Loans to the Depositor (and the Grantor Trustee's Home Loan File will contain no evidence inconsistent with the foregoing); and immediately upon the sale, transfer and assignment contemplated by the Home Loan Purchase Agreement, the Depositor will hold good title to, and be the sole owner of each Home Loan, the related Debt Instrument and any related Mortgage, free of all liens, pledges, charges, mortgages, encumbrances or rights of others; (l) Except for those Home Loans referred to in clause (b) of this Section 3.04 that are delinquent as of the Cut-Off Date, there is no default, breach, violation or event of acceleration known to the Transferor under the Home Loan, the related Debt Instrument and any related Mortgage and there is no event known to the Transferor which, with the passage of time or with notice and the expiration of any grace or cure period, would constitute a default, breach, violation or event of acceleration thereunder and neither the Transferor nor its predecessors have waived any such default, breach, violation or event of acceleration; (m) The Debt Instrument and any related Mortgage contain customary and enforceable provisions so as to render the rights and remedies of the holder thereof adequate for the realization against the Property of the benefits of the security provided thereby, including, (A) in the case of any Mortgage designated as a deed of trust, by trustee's sale, and (B) otherwise by judicial foreclosure; (n) Each Home Loan is a fixed rate loan; the Debt Instrument shall mature within not more than 25 years from the date of origination of the Home Loan; the Debt Instrument is payable in substantially equal Monthly Payments, with interest payable in arrears, and requires a Monthly Payment which is sufficient to fully amortize the original principal balance over the original term and to pay interest at the related Home Loan Interest Rate; interest on each Home Loan is calculated on the basis of a 360-day year consisting of twelve 30-day months, and the Debt Instrument does not provide for any extension of the original term; (o) The related Debt Instrument is not and has not been secured by any collateral except, in the case of a Mortgage Loan, the lien of the corresponding Mortgage; (p) If With respect to any Mortgage Loan, if the related Mortgage constitutes a deed of trust, a trustee, duly qualified under applicable law to serve as such, has been properly designated and currently so serves and is named in the Mortgage, or a valid substitution of trustee has been recorded, and no extraordinary fees or expenses are or will become payable to the trustee under the deed of trust, except in connection with default proceedings and a trustee's sale after default by the Obligor; (q) The With respect to any Mortgage Loan, the Transferor has no knowledge of any circumstances or conditions not reflected in the representations set forth herein, or in the Home Loan Schedule, or in the related Grantor Trustee's Home Loan File with respect to the related Mortgage, the related Property or the Obligor which could reasonably be expected to materially and adversely affect the value of the related Property or the marketability of the Home Mortgage Loan or cause the Home Mortgage Loan to become delinquent or otherwise be in default; (r) Assuming no material change to the applicable law or regulations in effect as of the Closing Date, after the consummation of the transactions contemplated by this Agreement, the Grantor Trustee will have the ability to foreclose or otherwise realize upon a Property, if the Home Loan is a Home Mortgage Loan, or to enforce the provisions of the related Home Loan against the Obligor thereunder, if the foreclosure upon any such Property or enforcement of the provisions of the related Home Loan against the Obligor is undertaken as set forth in Section 4.10 hereof; (s) There exists a Home Loan File relating to each Home Loan and such Home Loan File contains all of the original or certified documentation listed in Section 2.04 hereof for such Home Loan. Each Grantor Trustee's Home Loan File has been delivered to the applicable Custodian and each Servicer's Home Loan File is being held in trust by the Servicer for the benefit of, and as agent for, the Grantor Trust Holder and the Grantor Trustee as their respective interest appear herein. Each document included in the Home Loan File which is required to be executed by the Obligor has been executed by the Obligor in the appropriate places. With respect to each Home Mortgage Loan, the related Assignment of Mortgage to the Grantor Trustee is in recordable form and is acceptable for recording under the laws of the jurisdiction in which the Property is located. All blanks on any form required to be completed have been so completed; (t) Each Property is improved by a residential dwelling and is not a Home Loan in respect of a manufactured home or mobile home or the land on which a manufactured home or mobile home has been placed, unless such manufactured home or mobile home is treated as real estate under applicable law; (u) Each Home Loan was underwritten by the Transferor in accordance with the Transferor's underwriting guidelines; (v) If the Property securing any Home Mortgage Loan is in an area identified by the Federal Emergency Management Agency ("FEMA") as having special flood hazards, unless the community in which the area is situated is not participating in the National Flood Insurance Program and the regulations thereunder or less than a year has passed since FEMA notification regarding such hazards, a flood insurance policy is in effect with respect to such Property with a generally acceptable carrier which complies with section 102(a) of the Flood Disaster Protection Act of 1968, as amended1973; all improvements upon each Property securing a Home Loan are insured by a generally acceptable insurer against loss by fire, hazards of extended coverage and such other hazards as are customary in the area where the Property is located, pursuant to insurance policies conforming to the requirements of the Agreement; all such policies contain a standard mortgagee clause naming the Transferor or its predecessor in interest, its successors and assigns, as loss payee; (w) All costs, fees and expenses incurred in originating and closing the Home Loan and in recording any related Mortgage were paid and the Obligor is not entitled to any refund of any amounts paid or due to the lender pursuant to the Debt Instrument or any related Mortgage; (x) There is no obligation on the part of the Transferor or any other party other than the Obligor to make payments with respect to the Home Loan; (y) At the time of origination of the Home Loan, each related Superior Lien, if any, was certified by the Obligor as not being 30 or more days delinquent; (z) To the best of the Transferor's knowledge, all parties which have had any interest in the Home Loan, whether as mortgagee, assignee, pledgee or otherwise, are (or, during the period in which they held and disposed of such interest, were) (i) in compliance with any and all applicable licensing requirements of the laws of the state wherein the Property is located, and (ii) (A) organized under the laws of such state, or (B) qualified to do business in such state, or (C) federal savings and loan associations or national banks having principal offices in such state, or (D) not doing business in such state; (aa) With respect to each Home Mortgage Loan, the related Mortgage contains an enforceable provision requiring the consent of the mortgagee to assumption of the related Home Mortgage Loan upon sale of the Property;