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

Representations and Warranties Regarding the Master Servicer. The Master Servicer represents and warrants that, as of the Closing Date: (i) The Master Servicer is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware and is in compliance with the laws of each state in which any Mortgaged Property is located and is in good standing in each jurisdiction in which the nature of its business, or the properties owned or leased by it make such qualification necessary. The Master Servicer has, and had at all relevant times, full corporate power, to own its property, to carry on its business as presently conducted and to enter into and perform its obligations under this Agreement and each Sub-Servicing Agreement. (ii) The execution and delivery of this Agreement and each Sub-Servicing Agreement by the Master Servicer and the performance by the Master Servicer of and compliance with the terms of this Agreement and each Sub-Servicing Agreement will not violate the Master Servicer's articles of incorporation or by-laws or constitute a default (or an event which, with notice or lapse of time or both, would constitute a default) under, or result in the breach or acceleration of, any material contract, agreement or other instrument to which the Master Servicer is a party or which may be applicable to the Master Servicer or any of its assets; (iii) The Master Servicer has the full power and authority to enter into and consummate all transactions contemplated by this Agreement and each Sub-Servicing Agreement to be consummated by it, has duly authorized the execution, delivery and performance of this Agreement and each Sub-Servicing Agreement, and has duly executed and delivered this Agreement and each Sub-Servicing Agreement. This Agreement and each Sub-Servicing Agreement, assuming due authorization, execution and delivery by the other parties hereto and thereto, constitutes a valid, legal and binding obligation of the Master Servicer, enforceable against it in accordance with the terms hereof and thereof, except as such enforcement may be limited by bankruptcy, insolvency, reorganization, receivership, moratorium or other similar laws relating to or affecting the rights of creditors generally, and by general equity principles (regardless of whether such enforcement is considered in a proceeding in equity or at law); (iv) The Master Servicer is not in violation of, and the execution and delivery of this Agreement and each Sub-Servicing Agreement by the Master Servicer and the performance by the Master Servicer and compliance with the terms of this Agreement and each Sub-Servicing Agreement will not constitute a violation with respect to, any order or decree of any court or any order or regulation of any federal, state, municipal or governmental agency having jurisdiction, which violation would materially and adversely affect the condition (financial or otherwise) or operations of the Master Servicer or any of its properties or materially and adversely affect the performance of any of its duties hereunder or thereunder; (v) There are no actions or proceedings against, or investigations of, the Master Servicer pending or, to the knowledge of the Master Servicer, threatened, before any court, administrative agency or other tribunal (A) that, if determined adversely, would prohibit its entering into this Agreement or any Sub-Servicing Agreement, (B) seeking to prevent the consummation of any of the transactions contemplated by this Agreement or any Sub-Servicing Agreement or (C) that, if determined adversely, would prohibit or materially and adversely affect the performance by the Master Servicer of any of its obligations under, or the validity or enforceability of, this Agreement or any Sub-Servicing Agreement; (vi) No consent, approval, authorization or order of any court or governmental agency or body is required for the execution, delivery and performance by the Master Servicer of, or compliance by the Master Servicer with, this Agreement and each Sub- Servicing Agreement, or for the consummation of the transactions contemplated by this Agreement and each Sub-Servicing Agreement, except for such consents, approvals, authorizations and orders, if any, that have been obtained prior to the Closing Date; (vii) The collection practices used by the Master Servicer with respect to the Home Equity Loans have been, in all material respects, legal, proper, prudent and customary in the non-conforming mortgage servicing business; (viii) No Officer's Certificate, statement, report or other document prepared by the Master Servicer and furnished or to be furnished by it pursuant to this Agreement or any Sub-Servicing Agreement or in connection with the transactions contemplated hereby or thereby contains any untrue statement of material fact or omits to state a material fact necessary to make the statements contained herein or therein not misleading; (ix) The Master Servicer believes that the Servicing Fee Rate provides a reasonable level of base compensation to the Master Servicer for master servicing the Home Equity Loans on the terms set forth herein; (x) The transactions contemplated by this Agreement and each Sub-Servicing Agreement are in the ordinary course of business of the Master Servicer; and (xi) The statements contained in the Registration Statement which describe the Master Servicer or matters or activities for which the Master Servicer is responsible in accordance with the Registration Statement, this Agreement and all documents referred to therein or delivered in connection therewith, or which are attributable to the Master Servicer therein are true and correct in all material respects, and the Registration Statement does not contain any untrue statement of a material fact with respect to the Master Servicer and does not omit to state a material fact necessary to make the statements contained therein with respect to the Master Servicer not misleading. The Master Servicer is not aware that the Registration Statement contains any untrue statement of a material fact or omits to state any material fact necessary to make the statements contained therein not misleading. There is no fact peculiar to the Master Servicer or the Home Equity Loans and known to the Master Servicer that materially adversely affects or in the future may (so far as the Master Servicer can now reasonably foresee) materially adversely affect the Master Servicer or the Home Equity Loans or the ownership interests therein represented by the Certificates that has not been set forth in the Registration Statement; and (xii) The Master Servicer has caused or hereby agrees to cause to be performed any and all acts required to be performed to preserve the rights and remedies of the Trustee in any insurance policies applicable to the Home Equity Loans, including, without limitation, any necessary notifications of insurers, assignments of policies or interests therein, and establishments of co-insured, joint loss payee and mortgagee rights in favor of the Trustee. The representations and warranties set forth in this Section 2.03 shall survive the sale and assignment of the Home Equity Loans to the Trust. Upon discovery of a breach of any representations and warranties which materially and adversely affects the interests of the Certificateholders or the Certificate Insurer, the Person discovering such breach shall give prompt written notice to the other parties and to the Certificate Insurer. Within 60 days of its discovery or its receipt of notice of such breach, or, with the prior written consent of a Responsible Officer of the Trustee and the Certificate Insurer, such longer period specified in such consent, the Master Servicer shall cure such breach in all material respects.

Representations and Warranties Regarding the Master Servicer. The Master Servicer represents and warrants thatto the Indenture Trustee, for the benefit of the Noteholders, to the Issuer, as pledgee of the Mortgage Loans, and to the Owner Trustee, on behalf of the Holder of the Owner Trust Certificate, as of the Cut-off Date, as follows: The Master Servicer hereby represents, warrants and covenants to the parties hereto, for the benefit of each of the parties hereto and the Noteholders that as of the Closing DateDate or as of such date specifically provided herein: (i) The Master Servicer is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware New York and is duly authorized and qualified to transact any and all business contemplated by this Agreement to be conducted by the Master Servicer in any state in which a Mortgaged Property is located or is otherwise not required under applicable law to effect such qualification and, in any event, is in compliance with the doing business laws of any such State, to the extent necessary to ensure its ability to enforce each state Mortgage Loan and to service the Mortgage Loans in which any Mortgaged Property is located and is in good standing in each jurisdiction in which accordance with the nature terms of its business, or the properties owned or leased by it make such qualification necessary. this Agreement; (ii) The Master Servicer hashas the full corporate power and authority to service each Mortgage Loan, and had at all relevant timesto execute, full corporate powerdeliver and perform, to own its property, to carry on its business as presently conducted and to enter into and perform its obligations under consummate the transactions contemplated by this Agreement and each Sub-Servicing has duly authorized by all necessary corporate action on the part of the Master Servicer the execution, delivery and performance of this Agreement.; and this Agreement, assuming the due authorization, execution and delivery thereof by the other parties hereto, constitutes a legal, valid and binding obligation of the Master Servicer, enforceable against the Master Servicer in accordance with its terms, except to the extent that (a) the enforceability thereof may be limited by bankruptcy, insolvency, moratorium, receivership and other similar laws relating to creditors’ rights generally and (b) the remedy of specific performance and injunctive and other forms of equitable relief may be subject to the equitable defenses and to the discretion of the court before which any proceeding therefor may be brought; (iiiii) The execution and delivery of this Agreement and each Sub-Servicing Agreement by the Master Servicer, the servicing of the Mortgage Loans by the Master Servicer hereunder, the consummation of any other of the transactions herein contemplated, and the performance by the Master Servicer fulfillment of and or compliance with the terms hereof are in the ordinary course of this Agreement business of the Master Servicer and each Sub-Servicing Agreement will not violate (A) result in a breach of any term or provision of the Master Servicer's articles of incorporation charter or by-laws of the Master Servicer or constitute (B) conflict with, result in a default (breach, violation or an event which, with notice or lapse of time or both, would constitute a default) underacceleration of, or result in a default under, the breach or acceleration of, terms of any other material contract, agreement or other instrument to which the Master Servicer is a party or by which it may be bound, or any statute, order or regulation applicable to the Master Servicer of any court, regulatory body, administrative agency or any of its assets; (iii) The governmental body having jurisdiction over the Master Servicer; and the Master Servicer has the full power and authority is not a party to, bound by, or in breach or violation of any indenture or other agreement or instrument, or subject to enter into and consummate all transactions contemplated by this Agreement and each Sub-Servicing Agreement to be consummated by or in violation of any statute, order or regulation of any court, regulatory body, administrative agency or governmental body having jurisdiction over it, has duly authorized which materially and adversely affects or, to the executionMaster Servicer’s knowledge, delivery would in the future materially and performance of this Agreement and each Sub-Servicing Agreementadversely affect, and has duly executed and delivered this Agreement and each Sub-Servicing Agreement. This Agreement and each Sub-Servicing Agreement, assuming due authorization, execution and delivery by (x) the other parties hereto and thereto, constitutes a valid, legal and binding obligation ability of the Master ServicerServicer to perform its obligations under this Agreement or (y) the business, enforceable against it in accordance with operations, financial condition, properties or assets of the terms hereof and thereof, except Master Servicer taken as such enforcement may be limited by bankruptcy, insolvency, reorganization, receivership, moratorium or other similar laws relating to or affecting the rights of creditors generally, and by general equity principles (regardless of whether such enforcement is considered in a proceeding in equity or at law)whole; (iv) The Master Servicer is not an approved seller/servicer for Xxxxxx Mae or Xxxxxxx Mac in violation of, good standing and is a HUD approved mortgagee pursuant to Section 203 of the execution and delivery of this Agreement and each Sub-Servicing Agreement by National Housing Act; (v) No litigation is pending against the Master Servicer and the performance by the Master Servicer and compliance with the terms of this Agreement and each Sub-Servicing Agreement will not constitute a violation with respect to, any order or decree of any court or any order or regulation of any federal, state, municipal or governmental agency having jurisdiction, which violation that would materially and adversely affect the condition (financial execution, delivery or otherwise) enforceability of this Agreement or operations the ability of the Master Servicer to service the Mortgage Loans or to perform any of its properties or materially and adversely affect other obligations hereunder in accordance with the performance of any of its duties hereunder or thereunder; (v) There are no actions or proceedings against, or investigations of, the Master Servicer pending or, to the knowledge of the Master Servicer, threatened, before any court, administrative agency or other tribunal (A) that, if determined adversely, would prohibit its entering into this Agreement or any Sub-Servicing Agreement, (B) seeking to prevent the consummation of any of the transactions contemplated by this Agreement or any Sub-Servicing Agreement or (C) that, if determined adversely, would prohibit or materially and adversely affect the performance by the Master Servicer of any of its obligations under, or the validity or enforceability of, this Agreement or any Sub-Servicing Agreementterms hereof; (vi) No consent, approval, authorization or order of any court or governmental agency or body is required for the execution, delivery and performance by the Master Servicer of, or compliance by the Master Servicer with, this Agreement and each Sub- Servicing Agreement, or for the consummation of the transactions contemplated by this Agreement and each Sub-Servicing Agreement, except for such consents, approvals, authorizations and or orders, if any, that have been obtained prior to the Closing Date; (vii) The collection practices Master Servicer covenants that its computer and other systems used by in servicing the Mortgage Loans operate in a manner such that the Master Servicer can service the Mortgage Loans in accordance with respect to the Home Equity Loans have been, in all material respects, legal, proper, prudent and customary in the non-conforming mortgage servicing business;terms of this Agreement; and (viii) No Officer's Certificate, statement, report or other document prepared by the The Master Servicer and furnished (or to be furnished by it pursuant to this Agreement or any a Sub-Servicing Agreement or Servicer servicing the Mortgage Loans on its behalf) is a member of MERS in good standing, and will comply in all material respects with the rules and procedures of MERS in connection with the transactions contemplated hereby or thereby contains any untrue statement servicing of material fact or omits to state a material fact necessary to make the statements contained herein or therein not misleading;Mortgage Loans that are registered with MERS. (ix) The Master Servicer believes that the Servicing Fee Rate provides a reasonable level of base compensation to the Master Servicer for master servicing the Home Equity Loans on the terms set forth herein; (x) The transactions contemplated by this Agreement and each Sub-Servicing Agreement are in the ordinary course of business of the Master Servicer; and (xi) The statements contained in the Registration Statement which describe the Master Servicer or matters or activities for which the Master Servicer is responsible in accordance with the Registration StatementDepositor, this Agreement and all documents referred to therein or delivered in connection therewith, or which are attributable to the Master Servicer therein are true and correct in all material respects, and the Registration Statement does not contain any untrue statement of a material fact with respect to the Master Servicer and does not omit to state a material fact necessary to make the statements contained therein with respect to the Master Servicer not misleading. The Master Servicer Trustee agree that it is not aware intended that the Registration Statement contains any untrue statement of a material fact or omits to state any material fact necessary to make the statements contained therein not misleading. There is no fact peculiar to the Master Servicer or the Home Equity Loans and known to the Master Servicer that materially adversely affects or mortgage loan be included in the future may Trust that is either (so far i) a “High-Cost Home Loan” as the Master Servicer can now reasonably foresee) materially adversely affect the Master Servicer or the Home Equity Loans or the ownership interests therein represented by the Certificates that has not been set forth defined in the Registration Statement; and New Jersey Home Ownership Security Act effective November 27, 2003, (xiiii) The Master Servicer has caused a “High-Cost Home Loan” as defined in the New Mexico Home Loan Protection Act effective January 1, 2004, (iii) a “High Cost Home Mortgage Loan” as defined in the Massachusetts Predatory Home Loan Practices Act effective November 7, 2004 or hereby agrees to cause to be performed any and all acts required to be performed to preserve (iv) a “High-Cost Home Loan” as defined in the rights and remedies Indiana Home Loan Practices Act effective as of the Trustee in any insurance policies applicable to the Home Equity LoansJanuary 1, including, without limitation, any necessary notifications of insurers, assignments of policies or interests therein, and establishments of co-insured, joint loss payee and mortgagee rights in favor of the Trustee. The representations and warranties set forth in this Section 2.03 shall survive the sale and assignment of the Home Equity Loans to the Trust. Upon discovery of a breach of any representations and warranties which materially and adversely affects the interests of the Certificateholders or the Certificate Insurer, the Person discovering such breach shall give prompt written notice to the other parties and to the Certificate Insurer. Within 60 days of its discovery or its receipt of notice of such breach, or, with the prior written consent of a Responsible Officer of the Trustee and the Certificate Insurer, such longer period specified in such consent, the Master Servicer shall cure such breach in all material respects2005.

Representations and Warranties Regarding the Master Servicer. The Master Servicer represents and warrants thatto the Indenture Trustee, for the benefit of the Noteholders, to the Issuer, as pledgee of the Mortgage Loans, and to the Owner Trustee, on behalf of the Holder of the Owner Trust Certificate, as of the Cut-off Date, as follows: The Master Servicer hereby represents, warrants and covenants to the parties hereto, for the benefit of each of the parties hereto and the Noteholders that as of the Closing DateDate or as of such date specifically provided herein: (i) The Master Servicer is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware New York and is duly authorized and qualified to transact any and all business contemplated by this Agreement to be conducted by the Master Servicer in any state in which a Mortgaged Property is located or is otherwise not required under applicable law to effect such qualification and, in any event, is in compliance with the doing business laws of any such State, to the extent necessary to ensure its ability to enforce each state Mortgage Loan and to service the Mortgage Loans in which any Mortgaged Property is located and is in good standing in each jurisdiction in which accordance with the nature terms of its business, or the properties owned or leased by it make such qualification necessary. this Agreement; (ii) The Master Servicer hashas the full corporate power and authority to service each Mortgage Loan, and had at all relevant timesto execute, full corporate powerdeliver and perform, to own its property, to carry on its business as presently conducted and to enter into and perform its obligations under consummate the transactions contemplated by this Agreement and each Sub-Servicing has duly authorized by all necessary corporate action on the part of the Master Servicer the execution, delivery and performance of this Agreement.; and this Agreement, assuming the due authorization, execution and delivery thereof by the other parties hereto, constitutes a legal, valid and binding obligation of the Master Servicer, enforceable against the Master Servicer in accordance with its terms, except to the extent that (a) the enforceability thereof may be limited by bankruptcy, insolvency, moratorium, receivership and other similar laws relating to creditors’ rights generally and (b) the remedy of specific performance and injunctive and other forms of equitable relief may be subject to the equitable defenses and to the discretion of the court before which any proceeding therefor may be brought; (iiiii) The execution and delivery of this Agreement and each Sub-Servicing Agreement by the Master Servicer, the servicing of the Mortgage Loans by the Master Servicer hereunder, the consummation of any other of the transactions herein contemplated, and the performance by the Master Servicer fulfillment of and or compliance with the terms hereof are in the ordinary course of this Agreement business of the Master Servicer and each Sub-Servicing Agreement will not violate (A) result in a breach of any term or provision of the Master Servicer's articles of incorporation charter or by-laws of the Master Servicer or constitute (B) conflict with, result in a default (breach, violation or an event which, with notice or lapse of time or both, would constitute a default) underacceleration of, or result in a default under, the breach or acceleration of, terms of any other material contract, agreement or other instrument to which the Master Servicer is a party or by which it may be bound, or any statute, order or regulation applicable to the Master Servicer of any court, regulatory body, administrative agency or any of its assets; (iii) The governmental body having jurisdiction over the Master Servicer; and the Master Servicer has the full power and authority is not a party to, bound by, or in breach or violation of any indenture or other agreement or instrument, or subject to enter into and consummate all transactions contemplated by this Agreement and each Sub-Servicing Agreement to be consummated by or in violation of any statute, order or regulation of any court, regulatory body, administrative agency or governmental body having jurisdiction over it, has duly authorized which materially and adversely affects or, to the executionMaster Servicer’s knowledge, delivery would in the future materially and performance of this Agreement and each Sub-Servicing Agreementadversely affect, and has duly executed and delivered this Agreement and each Sub-Servicing Agreement. This Agreement and each Sub-Servicing Agreement, assuming due authorization, execution and delivery by (x) the other parties hereto and thereto, constitutes a valid, legal and binding obligation ability of the Master ServicerServicer to perform its obligations under this Agreement or (y) the business, enforceable against it in accordance with operations, financial condition, properties or assets of the terms hereof and thereof, except Master Servicer taken as such enforcement may be limited by bankruptcy, insolvency, reorganization, receivership, moratorium or other similar laws relating to or affecting the rights of creditors generally, and by general equity principles (regardless of whether such enforcement is considered in a proceeding in equity or at law)whole; (iv) The Master Servicer is not an approved seller/servicer for Xxxxxx Mae or Xxxxxxx Mac in violation of, good standing and is a HUD approved mortgagee pursuant to Section 203 of the execution and delivery of this Agreement and each Sub-Servicing Agreement by National Housing Act; (v) No litigation is pending against the Master Servicer and the performance by the Master Servicer and compliance with the terms of this Agreement and each Sub-Servicing Agreement will not constitute a violation with respect to, any order or decree of any court or any order or regulation of any federal, state, municipal or governmental agency having jurisdiction, which violation that would materially and adversely affect the condition (financial execution, delivery or otherwise) enforceability of this Agreement or operations the ability of the Master Servicer to service the Mortgage Loans or to perform any of its properties or materially and adversely affect other obligations hereunder in accordance with the performance of any of its duties hereunder or thereunder; (v) There are no actions or proceedings against, or investigations of, the Master Servicer pending or, to the knowledge of the Master Servicer, threatened, before any court, administrative agency or other tribunal (A) that, if determined adversely, would prohibit its entering into this Agreement or any Sub-Servicing Agreement, (B) seeking to prevent the consummation of any of the transactions contemplated by this Agreement or any Sub-Servicing Agreement or (C) that, if determined adversely, would prohibit or materially and adversely affect the performance by the Master Servicer of any of its obligations under, or the validity or enforceability of, this Agreement or any Sub-Servicing Agreementterms hereof; (vi) No consent, approval, authorization or order of any court or governmental agency or body is required for the execution, delivery and performance by the Master Servicer of, or compliance by the Master Servicer with, this Agreement and each Sub- Servicing Agreement, or for the consummation of the transactions contemplated by this Agreement and each Sub-Servicing Agreement, except for such consents, approvals, authorizations and or orders, if any, that have been obtained prior to the Closing Date; (vii) The collection practices Master Servicer covenants that its computer and other systems used by in servicing the Mortgage Loans operate in a manner such that the Master Servicer can service the Mortgage Loans in accordance with respect to the Home Equity Loans have been, in all material respects, legal, proper, prudent and customary in the non-conforming mortgage servicing business;terms of this Agreement; and (viii) No Officer's Certificate, statement, report or other document prepared by the The Master Servicer and furnished (or to be furnished by it pursuant to this Agreement or any a Sub-Servicing Agreement or Servicer servicing the Mortgage Loans on its behalf) is a member of MERS in good standing, and will comply in all material respects with the rules and procedures of MERS in connection with the transactions contemplated hereby or thereby contains any untrue statement of material fact or omits to state a material fact necessary to make the statements contained herein or therein not misleading; (ix) The Master Servicer believes that the Servicing Fee Rate provides a reasonable level of base compensation to the Master Servicer for master servicing the Home Equity Loans on the terms set forth herein; (x) The transactions contemplated by this Agreement and each Sub-Servicing Agreement are in the ordinary course of business of the Master Servicer; and (xi) The statements contained in the Registration Statement which describe the Master Servicer or matters or activities for which the Master Servicer is responsible in accordance Mortgage Loans that are registered with the Registration Statement, this Agreement and all documents referred to therein or delivered in connection therewith, or which are attributable to the Master Servicer therein are true and correct in all material respects, and the Registration Statement does not contain any untrue statement of a material fact with respect to the Master Servicer and does not omit to state a material fact necessary to make the statements contained therein with respect to the Master Servicer not misleading. The Master Servicer is not aware that the Registration Statement contains any untrue statement of a material fact or omits to state any material fact necessary to make the statements contained therein not misleading. There is no fact peculiar to the Master Servicer or the Home Equity Loans and known to the Master Servicer that materially adversely affects or in the future may (so far as the Master Servicer can now reasonably foresee) materially adversely affect the Master Servicer or the Home Equity Loans or the ownership interests therein represented by the Certificates that has not been set forth in the Registration Statement; and (xii) The Master Servicer has caused or hereby agrees to cause to be performed any and all acts required to be performed to preserve the rights and remedies of the Trustee in any insurance policies applicable to the Home Equity Loans, including, without limitation, any necessary notifications of insurers, assignments of policies or interests therein, and establishments of co-insured, joint loss payee and mortgagee rights in favor of the Trustee. The representations and warranties set forth in this Section 2.03 shall survive the sale and assignment of the Home Equity Loans to the Trust. Upon discovery of a breach of any representations and warranties which materially and adversely affects the interests of the Certificateholders or the Certificate Insurer, the Person discovering such breach shall give prompt written notice to the other parties and to the Certificate Insurer. Within 60 days of its discovery or its receipt of notice of such breach, or, with the prior written consent of a Responsible Officer of the Trustee and the Certificate Insurer, such longer period specified in such consent, the Master Servicer shall cure such breach in all material respectsMERS.

Representations and Warranties Regarding the Master Servicer. The Master Servicer represents and warrants thatto the Issuing Entity, the Depositor, the Seller, the Sponsor and the Indenture Trustee for the benefit of the Noteholders, as of the Closing Datefollows: (i) The Master Servicer is a corporation national banking association duly organized, validly existing and in good standing under the laws of the State United States of Delaware America and is in compliance with has the laws of each state corporate power to own its assets and to transact the business in which any Mortgaged Property it is located currently engaged. The Master Servicer is duly qualified to do business as a foreign corporation and is in good standing in each jurisdiction in which the nature character of its business, the business transacted by it or the properties owned or leased by it make requires such qualification necessary. and in which the failure to so qualify would have a material adverse effect on the business, properties, assets, or condition (financial or other) of the Master Servicer or the validity or enforceability of this Agreement; (ii) The Master Servicer hashas the power and authority to make, and had at all relevant timesexecute, full corporate power, to own its property, to carry on its business as presently conducted and to enter into deliver and perform its obligations under this Agreement and each Sub-Servicing all of the transactions contemplated under this Agreement., and has taken all necessary corporate action to authorize the execution, delivery and performance of this Agreement. When executed and delivered, this Agreement will constitute the legal, valid and binding obligation of the Master Servicer enforceable in accordance with its terms, except as enforcement of such terms may be limited by bankruptcy, insolvency or similar laws affecting the enforcement of creditors' rights generally and by the availability of equitable remedies; (iiiii) The Master Servicer is not required to obtain the consent of any other Person or any consent, license, approval or authorization from, or registration or declaration with, any governmental authority, bureau or agency in connection with the execution, delivery, performance, validity or enforceability of this Agreement, except for such consent, license, approval or authorization, or registration or declaration, as shall have been obtained or filed, as the case may be; (iv) The execution and delivery of this Agreement and each Sub-Servicing Agreement the performance of the transactions contemplated hereby by the Master Servicer and the performance by will not violate any provision of any existing law or regulation or any order or decree of any court applicable to the Master Servicer or any provision of and compliance with the terms charter or bylaws of this Agreement and each Sub-Servicing Agreement will not violate the Master Servicer's articles of incorporation or by-laws , or constitute a default (or an event whichmaterial breach of any mortgage, with notice or lapse of time or bothindenture, would constitute a default) under, or result in the breach or acceleration of, any material contract, agreement contract or other instrument agreement to which the Master Servicer is a party or by which may be applicable to the Master Servicer or any of its assets;may be bound; and (iiiv) The No litigation or administrative proceeding of or before any court, tribunal or governmental body is currently pending (other than litigation with respect to which pleadings or documents have been filed with a court, but not served on the Master Servicer has Servicer), or to the full power and authority to enter into and consummate all transactions contemplated by this Agreement and each Sub-Servicing Agreement to be consummated by it, has duly authorized the execution, delivery and performance of this Agreement and each Sub-Servicing Agreement, and has duly executed and delivered this Agreement and each Sub-Servicing Agreement. This Agreement and each Sub-Servicing Agreement, assuming due authorization, execution and delivery by the other parties hereto and thereto, constitutes a valid, legal and binding obligation knowledge of the Master ServicerServicer threatened, enforceable against it in accordance with the terms hereof and thereof, except as such enforcement may be limited by bankruptcy, insolvency, reorganization, receivership, moratorium or other similar laws relating to or affecting the rights of creditors generally, and by general equity principles (regardless of whether such enforcement is considered in a proceeding in equity or at law); (iv) The Master Servicer is not in violation of, and the execution and delivery of this Agreement and each Sub-Servicing Agreement by the Master Servicer and the performance by the Master Servicer and compliance with the terms of this Agreement and each Sub-Servicing Agreement will not constitute a violation with respect to, any order or decree of any court or any order or regulation of any federal, state, municipal or governmental agency having jurisdiction, which violation would materially and adversely affect the condition (financial or otherwise) or operations of the Master Servicer or any of its properties or materially and adversely affect with respect to this Agreement or the performance of any of its duties hereunder Notes or thereunder; (v) There are no actions or proceedings against, or investigations of, the Master Servicer pending orCertificates which, to the knowledge of the Master Servicer, threatened, before any court, administrative agency or other tribunal (A) that, if determined adversely, would prohibit its entering into this Agreement or any Sub-Servicing Agreement, (B) seeking to prevent the consummation has a reasonable likelihood of any of resulting in a material adverse effect on the transactions contemplated by this Agreement or Agreement. The foregoing representations and warranties shall survive any Sub-Servicing Agreement or (C) that, if determined adversely, would prohibit or materially and adversely affect the performance by termination of the Master Servicer of any of its obligations under, or the validity or enforceability of, this Agreement or any Sub-Servicing Agreement; (vi) No consent, approval, authorization or order of any court or governmental agency or body is required for the execution, delivery and performance by the Master Servicer of, or compliance by the Master Servicer with, this Agreement and each Sub- Servicing Agreement, or for the consummation of the transactions contemplated by this Agreement and each Sub-Servicing Agreement, except for such consents, approvals, authorizations and orders, if any, that have been obtained prior to the Closing Date; (vii) The collection practices used by the Master Servicer with respect to the Home Equity Loans have been, in all material respects, legal, proper, prudent and customary in the non-conforming mortgage servicing business; (viii) No Officer's Certificate, statement, report or other document prepared by the Master Servicer and furnished or to be furnished by it pursuant to this Agreement or any Sub-Servicing Agreement or in connection with the transactions contemplated hereby or thereby contains any untrue statement of material fact or omits to state a material fact necessary to make the statements contained herein or therein not misleading; (ix) The Master Servicer believes that the Servicing Fee Rate provides a reasonable level of base compensation to the Master Servicer for master servicing the Home Equity Loans on the terms set forth herein; (x) The transactions contemplated by this Agreement and each Sub-Servicing Agreement are in the ordinary course of business of the Master Servicer; and (xi) The statements contained in the Registration Statement which describe the Master Servicer or matters or activities for which the Master Servicer is responsible in accordance with the Registration Statement, this Agreement and all documents referred to therein or delivered in connection therewith, or which are attributable to the Master Servicer therein are true and correct in all material respects, and the Registration Statement does not contain any untrue statement of a material fact with respect to the Master Servicer and does not omit to state a material fact necessary to make the statements contained therein with respect to the Master Servicer not misleading. The Master Servicer is not aware that the Registration Statement contains any untrue statement of a material fact or omits to state any material fact necessary to make the statements contained therein not misleading. There is no fact peculiar to the Master Servicer or the Home Equity Loans and known to the Master Servicer that materially adversely affects or in the future may (so far as the Master Servicer can now reasonably foresee) materially adversely affect the Master Servicer or the Home Equity Loans or the ownership interests therein represented by the Certificates that has not been set forth in the Registration Statement; and (xii) The Master Servicer has caused or hereby agrees to cause to be performed any and all acts required to be performed to preserve the rights and remedies of the Trustee in any insurance policies applicable to the Home Equity Loans, including, without limitation, any necessary notifications of insurers, assignments of policies or interests therein, and establishments of co-insured, joint loss payee and mortgagee rights in favor of the Trustee. The representations and warranties set forth in this Section 2.03 shall survive the sale and assignment of the Home Equity Loans to the Trust. Upon discovery of a breach of any representations and warranties which materially and adversely affects the interests of the Certificateholders or the Certificate Insurer, the Person discovering such breach shall give prompt written notice to the other parties and to the Certificate Insurer. Within 60 days of its discovery or its receipt of notice of such breach, or, with the prior written consent of a Responsible Officer of the Trustee and the Certificate Insurer, such longer period specified in such consent, the Master Servicer shall cure such breach in all material respectshereunder.

Representations and Warranties Regarding the Master Servicer. The Master Servicer represents and warrants thatto the Issuing Entity, the Depositor, the Sponsor, the Note Insurer, and the Indenture Trustee for the benefit of the Noteholders, as of the Closing Datefollows: (i) The Master Servicer is a corporation national banking association duly organized, validly existing and in good standing under the laws of the State United States of Delaware America and is in compliance with has the laws of each state corporate power to own its assets and to transact the business in which any Mortgaged Property it is located currently engaged. The Master Servicer is duly qualified to do business as a foreign corporation and is in good standing in each jurisdiction in which the nature character of its business, the business transacted by it or the properties owned or leased by it make requires such qualification necessary. and in which the failure to so qualify would have a material adverse effect on the business, properties, assets, or condition (financial or other) of the Master Servicer or the validity or enforceability of this Agreement; (ii) The Master Servicer hashas the power and authority to make, and had at all relevant timesexecute, full corporate power, to own its property, to carry on its business as presently conducted and to enter into deliver and perform its obligations under this Agreement and each Sub-Servicing all of the transactions contemplated under this Agreement., and has taken all necessary corporate action to authorize the execution, delivery and performance of this Agreement. When executed and delivered, this Agreement will constitute the legal, valid and binding obligation of the Master Servicer enforceable in accordance with its terms, except as enforcement of such terms may be limited by bankruptcy, insolvency or similar laws affecting the enforcement of creditors’ rights generally and by the availability of equitable remedies; (iiiii) The Master Servicer is not required to obtain the consent of any other Person or any consent, license, approval or authorization from, or registration or declaration with, any governmental authority, bureau or agency in connection with the execution, delivery, performance, validity or enforceability of this Agreement, except for such consent, license, approval or authorization, or registration or declaration, as shall have been obtained or filed, as the case may be; (iv) The execution and delivery of this Agreement and each Sub-Servicing Agreement the performance of the transactions contemplated hereby by the Master Servicer and the performance by will not violate any provision of any existing law or regulation or any order or decree of any court applicable to the Master Servicer or any provision of and compliance with the terms certificate of this Agreement and each Sub-Servicing Agreement will not violate incorporation or bylaws of the Master Servicer's articles of incorporation or by-laws , or constitute a default (or an event whichmaterial breach of any mortgage, with notice or lapse of time or bothindenture, would constitute a default) under, or result in the breach or acceleration of, any material contract, agreement contract or other instrument agreement to which the Master Servicer is a party or by which may be applicable to the Master Servicer or any of its assets;may be bound; and (iiiv) The No litigation or administrative proceeding of or before any court, tribunal or governmental body is currently pending (other than litigation with respect to which pleadings or documents have been filed with a court, but not served on the Master Servicer has Servicer), or to the full power and authority to enter into and consummate all transactions contemplated by this Agreement and each Sub-Servicing Agreement to be consummated by it, has duly authorized the execution, delivery and performance of this Agreement and each Sub-Servicing Agreement, and has duly executed and delivered this Agreement and each Sub-Servicing Agreement. This Agreement and each Sub-Servicing Agreement, assuming due authorization, execution and delivery by the other parties hereto and thereto, constitutes a valid, legal and binding obligation knowledge of the Master ServicerServicer threatened, enforceable against it in accordance with the terms hereof and thereof, except as such enforcement may be limited by bankruptcy, insolvency, reorganization, receivership, moratorium or other similar laws relating to or affecting the rights of creditors generally, and by general equity principles (regardless of whether such enforcement is considered in a proceeding in equity or at law); (iv) The Master Servicer is not in violation of, and the execution and delivery of this Agreement and each Sub-Servicing Agreement by the Master Servicer and the performance by the Master Servicer and compliance with the terms of this Agreement and each Sub-Servicing Agreement will not constitute a violation with respect to, any order or decree of any court or any order or regulation of any federal, state, municipal or governmental agency having jurisdiction, which violation would materially and adversely affect the condition (financial or otherwise) or operations of the Master Servicer or any of its properties or materially and adversely affect with respect to this Agreement or the performance of any of its duties hereunder Notes or thereunder; (v) There are no actions or proceedings against, or investigations of, the Master Servicer pending orCertificates which, to the knowledge of the Master Servicer, threatened, before any court, administrative agency or other tribunal (A) that, if determined adversely, would prohibit its entering into this Agreement or any Sub-Servicing Agreement, (B) seeking to prevent the consummation has a reasonable likelihood of any of resulting in a material adverse effect on the transactions contemplated by this Agreement or Agreement. The foregoing representations and warranties shall survive any Sub-Servicing Agreement or (C) that, if determined adversely, would prohibit or materially and adversely affect the performance by termination of the Master Servicer of any of its obligations under, or the validity or enforceability of, this Agreement or any Sub-Servicing Agreement; (vi) No consent, approval, authorization or order of any court or governmental agency or body is required for the execution, delivery and performance by the Master Servicer of, or compliance by the Master Servicer with, this Agreement and each Sub- Servicing Agreement, or for the consummation of the transactions contemplated by this Agreement and each Sub-Servicing Agreement, except for such consents, approvals, authorizations and orders, if any, that have been obtained prior to the Closing Date; (vii) The collection practices used by the Master Servicer with respect to the Home Equity Loans have been, in all material respects, legal, proper, prudent and customary in the non-conforming mortgage servicing business; (viii) No Officer's Certificate, statement, report or other document prepared by the Master Servicer and furnished or to be furnished by it pursuant to this Agreement or any Sub-Servicing Agreement or in connection with the transactions contemplated hereby or thereby contains any untrue statement of material fact or omits to state a material fact necessary to make the statements contained herein or therein not misleading; (ix) The Master Servicer believes that the Servicing Fee Rate provides a reasonable level of base compensation to the Master Servicer for master servicing the Home Equity Loans on the terms set forth herein; (x) The transactions contemplated by this Agreement and each Sub-Servicing Agreement are in the ordinary course of business of the Master Servicer; and (xi) The statements contained in the Registration Statement which describe the Master Servicer or matters or activities for which the Master Servicer is responsible in accordance with the Registration Statement, this Agreement and all documents referred to therein or delivered in connection therewith, or which are attributable to the Master Servicer therein are true and correct in all material respects, and the Registration Statement does not contain any untrue statement of a material fact with respect to the Master Servicer and does not omit to state a material fact necessary to make the statements contained therein with respect to the Master Servicer not misleading. The Master Servicer is not aware that the Registration Statement contains any untrue statement of a material fact or omits to state any material fact necessary to make the statements contained therein not misleading. There is no fact peculiar to the Master Servicer or the Home Equity Loans and known to the Master Servicer that materially adversely affects or in the future may (so far as the Master Servicer can now reasonably foresee) materially adversely affect the Master Servicer or the Home Equity Loans or the ownership interests therein represented by the Certificates that has not been set forth in the Registration Statement; and (xii) The Master Servicer has caused or hereby agrees to cause to be performed any and all acts required to be performed to preserve the rights and remedies of the Trustee in any insurance policies applicable to the Home Equity Loans, including, without limitation, any necessary notifications of insurers, assignments of policies or interests therein, and establishments of co-insured, joint loss payee and mortgagee rights in favor of the Trustee. The representations and warranties set forth in this Section 2.03 shall survive the sale and assignment of the Home Equity Loans to the Trust. Upon discovery of a breach of any representations and warranties which materially and adversely affects the interests of the Certificateholders or the Certificate Insurer, the Person discovering such breach shall give prompt written notice to the other parties and to the Certificate Insurer. Within 60 days of its discovery or its receipt of notice of such breach, or, with the prior written consent of a Responsible Officer of the Trustee and the Certificate Insurer, such longer period specified in such consent, the Master Servicer shall cure such breach in all material respectshereunder.