Common use of Representations and Warranties Relating to the Mortgage Loans Clause in Contracts

Representations and Warranties Relating to the Mortgage Loans. The Seller represents and warrants to the Depositor as of the Closing Date that, as to each Mortgage Loan, immediately prior to the sale and transfer of such Mortgage Loan by the Seller to the Depositor: (a) The HELOCs had, as of the initial Cut-Off Date, an aggregate Principal Balance equal to $43,293,515.97 and the HELs had, as of the initial Cut-Off Date, an aggregate Principal Balance equal to $36,642,160.75, and all of the information set forth in the Mortgage Loan Schedule is complete, true and correct; (b) All payments required to be made up to the Cut-Off Date for the Mortgage Loan under the terms of the Mortgage Note have been made and credited. Unless otherwise specified on the Mortgage Loan Schedule, no payment required under the Mortgage Loan is more than 30 days delinquent nor has any payment under the Mortgage Loan been delinquent for more than 30 days more than once in the 12 months preceding the Cut-Off Date; and the first Monthly Payment has been made or shall be made, as the case may be, with respect to the Mortgage Loan on the Due Date or within the grace period; (c) Except as previously disclosed to the Certificate Insurer, to the best of Seller's knowledge, there are no defaults in complying with the terms of the Mortgage, and all taxes, governmental assessments, insurance premiums, water, sewer and municipal charges, leasehold payments or ground rents which previously became due and owing have been paid, or an escrow of funds has been established in an amount sufficient to pay for every such item which remains unpaid and which has been assessed but is not yet due and payable. The Seller has not advanced funds, or induced, solicited or knowingly received any advance of funds by a party other than the Mortgagor, directly or indirectly, for the payment of any amount required under the Mortgage Loan; (d) The terms of the Mortgage Note and Mortgage have not been impaired, waived, altered or modified in any respect, except by a written instrument which has been recorded, if necessary to protect the interests of the Trustee on behalf of the Certificateholders and which has been delivered to the Trustee. The substance of any such waiver, alteration or modification has been approved by the title insurer, to the extent required by the policy, and its terms are reflected on the Mortgage Loan Schedule. No Mortgagor has been released, in whole or in part, except in connection with an assumption agreement approved by the title insurer, to the extent required by the policy, and which assumption agreement is part of the Mortgage File delivered to the Trustee and the terms of which are reflected in the Mortgage Loan Schedule; (e) The Mortgage Loan is not subject to any right of rescission, set-off, counterclaim or defense, including, without limitation, the defense of usury, nor will the operation of any of the terms of the Mortgage Note or the Mortgage, or the exercise of any right thereunder, render either the Mortgage Note or the Mortgage unenforceable, in whole or in part, or subject to any right of rescission, set-off, recoupment, counterclaim or defense, including, without limitation, the defense of usury, and no such right of rescission, set-off, recoupment, counterclaim or defense has been asserted with respect thereto, and no Mortgagor was a debtor in any state or federal bankruptcy or insolvency proceeding at the time the Mortgage Loan was originated; (f) Pursuant to the terms of the Mortgage, the Mortgaged Property is subject to fire and casualty insurance with a standard mortgagee clause and extended coverage in an amount which is not less than the replacement value of the improvements securing such Mortgage Loan. The fire and casualty insurance is standard in the industry for property similar (in terms of the property type, value and location) to the Mortgaged Property. If the Mortgaged Property is in an area identified in the Federal Register by the Federal Emergency Management Agency as having special flood hazards (and such flood insurance has been made available), a flood insurance policy is in effect with respect to the Mortgaged Property meeting the requirements of the current guidelines of the Federal Insurance Administration with a generally acceptable insurance carrier, in an amount representing coverage not less than the least of (i) the unpaid principal balance of the Mortgage Loan, (ii) the full insurable value of the Mortgaged Property or (iii) the maximum amount of insurance available under the Flood Disaster Protection Act of 1973. To the best of Seller's knowledge, all such insurance policies (collectively, the "hazard insurance policy") meet the requirements of the current guidelines of the Federal Insurance Administration, conform to the requirements of the FNMA Sellers' Guide and the FNMA Servicers' Guide, and are a standard policy of insurance for the locale where the Mortgaged Property is located. It is understood and agreed that such insurance is with insurers approved by the Servicer and that no earthquake or other additional insurance is to be required of any Mortgagor or to be maintained on property acquired in respect of a defaulted loan, other than pursuant to such applicable

Representations and Warranties Relating to the Mortgage Loans. The Seller represents and warrants to the Depositor as of the Closing Date that, as to each Mortgage Loan, immediately prior to the sale and transfer of such Mortgage Loan by the Seller to the Depositor: (a) The HELOCs Mortgage Loans had, as of the initial Cut-Off Date, an aggregate Principal Balance equal to $43,293,515.97 and the HELs had, as of the initial Cut-Off Date, an aggregate Principal Balance equal to $36,642,160.7551,583,721.78, and all of the information set forth in the Mortgage Loan Schedule is complete, true and correct; (b) All payments required to be made up to the Cut-Off Date for the Mortgage Loan under the terms of the Mortgage Note have been made and credited. Unless otherwise specified on the Mortgage Loan Schedule, no payment required under the Mortgage Loan is more than 30 days delinquent nor has any payment under the Mortgage Loan been delinquent for more than 30 days more than once in the 12 months preceding the Cut-Off Date; and the first Monthly Payment has been made or shall be made, as the case may be, with respect to the Mortgage Loan on the Due Date or within the grace period; (c) Except as previously disclosed to the Certificate Insurer, to To the best of Seller's knowledge, there are no defaults in complying with the terms of the Mortgage, and all taxes, governmental assessments, insurance premiums, water, sewer and municipal charges, leasehold payments or ground rents which previously became due and owing have been paid, or an escrow of funds has been established in an amount sufficient to pay for every such item which remains unpaid and which has been assessed but is not yet due and payable. The Seller has not advanced funds, or induced, solicited or knowingly received any advance of funds by a party other than the Mortgagor, directly or indirectly, for the payment of any amount required under the Mortgage Loan; (d) The terms of the Mortgage Note and Mortgage have not been impaired, waived, altered or modified in any respect, except by a written instrument which has been recorded, if necessary to protect the interests of the Trustee on behalf of the Certificateholders and which has been delivered to the Trustee. The substance of any such waiver, alteration or modification has been approved by the title insurer, to the extent required by the policy, and its terms are reflected on the Mortgage Loan Schedule. No Mortgagor has been released, in whole or in part, except in connection with an assumption agreement approved by the title insurer, to the extent required by the policy, and which assumption agreement is part of the Mortgage File delivered to the Trustee and the terms of which are reflected in the Mortgage Loan Schedule; (e) The Mortgage Loan is not subject to any right of rescission, set-off, counterclaim or defense, including, without limitation, the defense of usury, nor will the operation of any of the terms of the Mortgage Note or the Mortgage, or the exercise of any right thereunder, render either the Mortgage Note or the Mortgage unenforceable, in whole or in part, or subject to any right of rescission, set-off, recoupment, counterclaim or defense, including, without limitation, the defense of usury, and no such right of rescission, set-off, recoupment, counterclaim or defense has been asserted with respect thereto, and no Mortgagor was a debtor in any state or federal bankruptcy or insolvency proceeding at the time the Mortgage Loan was originated; (f) Pursuant to the terms of the Mortgage, the Mortgaged Property is subject to fire and casualty insurance with a standard mortgagee clause and extended coverage in an amount which is not less than the replacement value of the improvements securing such Mortgage Loan. The fire and casualty insurance is standard in the industry for property similar (in terms of the property type, value and location) to the Mortgaged Property. If the Mortgaged Property is in an area identified in the Federal Register by the Federal Emergency Management Agency as having special flood hazards (and such flood insurance has been made available), a flood insurance policy is in effect with respect to the Mortgaged Property meeting the requirements of the current guidelines of the Federal Insurance Administration with a generally acceptable insurance carrier, in an amount representing coverage not less than the least of (i) the unpaid principal balance of the Mortgage Loan, (ii) the full insurable value of the Mortgaged Property or (iii) the maximum amount of insurance available under the Flood Disaster Protection Act of 1973. To the best of Seller's knowledge, all such insurance policies (collectively, the "hazard insurance policy") meet the requirements of the current guidelines of the Federal Insurance Administration, conform to the requirements of the FNMA Sellers' Guide and the FNMA Servicers' Guide, and are a standard policy of insurance for the locale where the Mortgaged Property is located. It is understood and agreed that such insurance is with insurers approved by the Servicer and that no earthquake or other additional insurance is to be required of any Mortgagor or to be maintained on property acquired in respect of a defaulted loan, other than pursuant to such applicableFNMA

Representations and Warranties Relating to the Mortgage Loans. The Seller represents and warrants to the Depositor that, as of the Closing Date thatDate, as to each Initial Mortgage Loan, and as of the Subsequent Transfer Date, as to each Subsequent Mortgage Loan to be transferred on such Subsequent Transfer Date, immediately prior to the sale and transfer of such Mortgage Loan by the Seller to the Depositor: (a) The HELOCs Mortgage Loans had, as of the initial Initial Cut-Off Date, an aggregate Principal Balance equal to $43,293,515.97 and the HELs had, as of the initial Cut-Off Date, an aggregate Principal Balance equal to $36,642,160.75[$ ], and all of the information set forth in the Mortgage Loan Schedule is complete, true and correct; (b) All payments required to be made up to the Cut-Off Date for the Mortgage Loan under the terms of the Mortgage Note have been made and credited. Unless otherwise specified on the Mortgage Loan Schedule, except no payment required under the Mortgage Loan is more than 30 days delinquent Delinquent nor has any payment under the Mortgage Loan been delinquent Delinquent for more than 30 days more than once in the 12 months preceding the Cut-Off Date; and the first Monthly Payment has been made or shall be made, as the case may be, with respect to the Mortgage Loan on the Due Date or within the grace period; (c) Except as previously disclosed to the Certificate Insurer, to the best of Seller's knowledgedescribed in clause (b) above, there are no defaults in complying with the terms of the Mortgage, and all taxes, governmental assessments, insurance premiums, water, sewer and municipal chargescharges which have become liens against the Mortgaged Property, leasehold payments or ground rents which previously became due and owing have been paid, or an escrow of funds has been established in an amount sufficient to pay for every such item which remains unpaid and which has been assessed but is not yet due and payable. The Seller has not advanced funds, or induced, solicited or knowingly received any advance of funds by a party other than the Mortgagor, directly or indirectly, for the payment of any amount required under the Mortgage Loan; (d) The terms of the Mortgage Note and Mortgage have not been impaired, waived, altered or modified in any respect, except by a written instrument which has been recorded, if necessary necessary, to protect the interests of the Trustee on behalf of the Certificateholders and the [Certificate Insurer] and which has been delivered to the Trustee. The substance of any such waiver, alteration or modification has been approved by the title insurer, to the extent required by the policy, and its terms are reflected on the Mortgage Loan Schedule. No Mortgagor has been released, in whole or in part, except in connection with an assumption agreement approved by the title insureragreement, to the extent required by the policy, and which assumption agreement is part of the Mortgage File delivered to the Trustee and the terms of which are reflected in the Mortgage Loan Schedule; (e) The Mortgage Loan is not subject to any right of rescission, set-off, counterclaim or defense, including, without limitation, the defense of usury, nor will the operation of any of the terms of the Mortgage Note or the Mortgage, or the exercise of any right thereunder, render either the Mortgage Note or the Mortgage unenforceable, in whole or in part, or subject to any right of rescission, set-off, recoupment, counterclaim or defense, including, without limitation, the defense of usury, and no such right of rescission, set-off, recoupment, counterclaim or defense has been asserted with respect thereto, and no Mortgagor was a debtor in any state or federal bankruptcy or insolvency proceeding at the time the Mortgage Loan was originated; (f) Pursuant to the terms of the Mortgage, the Mortgaged Property is subject to fire and casualty insurance with a standard mortgagee clause and extended coverage in an amount which is not less than the provides guaranteed replacement value of the improvements securing such Mortgage Loan, or coverage in the amount of the full replacement value of the improvements securing such Mortgage Loan or the amount of the unpaid principal balance of the first mortgage plus the unpaid principal balance of the Mortgage Loan, whichever is less. The fire and casualty insurance is standard in the industry for property similar (in terms of the property type, value and location) to the Mortgaged Property. If the Mortgaged Property is in an area identified in the Federal Register by the Federal Emergency Management Agency as having special flood hazards (and such flood insurance has been made available), a flood insurance policy is in effect with respect to the Mortgaged Property meeting the requirements of the current guidelines of the Federal Insurance Administration with a generally acceptable insurance carrier, in an amount representing coverage not less than the least of (i) the unpaid principal balance of the Mortgage Loan, (ii) the full insurable value of the Mortgaged Property or (iii) the maximum amount of insurance available under the Flood Disaster Protection Act of 1973. To the best of the Seller's knowledge, all such insurance policies (collectively, the "hazard insurance policy") meet the requirements of the current guidelines of the Federal Insurance Administration, conform to the requirements of the FNMA Sellers' Guide and the FNMA Servicers' Guide, and are a standard policy of insurance for the locale where the Mortgaged Property is located. It is understood and agreed that such insurance is with insurers approved by the Servicer and that no earthquake or other additional insurance is to be required of any Mortgagor or to be maintained on property acquired in respect of a defaulted loan, other than pursuant to such applicableapplicable laws and regulations as shall at any time be in force and as shall require such additional insurance. The hazard insurance policy names the Mortgagor as the insured and contains a standard mortgagee loss payable clause in favor of the Seller, and its successors and assigns. The Seller has caused and will cause to be performed any and all acts required to be performed to preserve the rights and remedies of the Trustee in any hazard insurance policies applicable to the Mortgage Loans including, without limitation, any necessary notifications of insurers and assignments of policies or interests therein. The Mortgage obligates the Mortgagor thereunder to maintain the hazard insurance policy at the Mortgagor's cost and expense, and on the Mortgagor's failure to do so, authorizes the holder of the Mortgage to obtain and maintain such insurance at such Mortgagor's cost and expense, and to seek reimbursement therefor from the Mortgagor; PROVIDED, however, that the addition of any such cost shall not be taken into account for purposes of calculating the principal amount of the Mortgage Note or the Mortgage Loan secured by the Mortgage Note. Where required by state law or regulation, the Mortgagor has been given an opportunity to choose the carrier of the required hazard insurance, provided the policy is not a "master" or "blanket" hazard insurance policy covering a condominium or the common facilities of a planned unit development. To the best of Seller's knowledge, the hazard insurance policy is the valid and binding obligation of the insurer, is in full force and effect, and will be in full force and effect and inure to the benefit of the Trustee upon the consummation of the transactions contemplated by this Agreement. The Seller has not engaged in, and has no knowledge of the Mortgagor's or any Subservicer's having engaged in, any act or omission which would impair the coverage of any such policy, the benefits of the endorsement provided for herein, or the validity and binding effect of either. To the best of Seller's knowledge, in connection with the issuance of the hazard insurance policy, no unlawful fee, commission, kickback or other unlawful compensation or value of any kind has been or will be received, retained or realized by any attorney, firm or other person or entity, and no such unlawful items have been received, retained or realized by the Seller;

Representations and Warranties Relating to the Mortgage Loans. The Seller represents and warrants to the Depositor Purchaser as of the Closing Date that, as to each Mortgage Loan, immediately prior to the sale and transfer of such Mortgage Loan by the Seller to the DepositorPurchaser: (a) The HELOCs Mortgage Loans had, as of the initial Cut-Off Date, an aggregate Principal Balance equal to $43,293,515.97 and the HELs had, as of the initial Cut-Off Date, an aggregate Principal Balance equal to $36,642,160.7551,583,721.78, and all of the information set forth in the Mortgage Loan Schedule is complete, true and correct; (b) All payments required to be made up to the Cut-Off Date for the Mortgage Loan under the terms of the Mortgage Note have been made and credited. Unless otherwise specified on the Mortgage Loan Schedule, no payment required under the Mortgage Loan is more than 30 days delinquent nor has any payment under the Mortgage Loan been delinquent for more than 30 days more than once in the 12 months preceding the Cut-Off Date; and the first Monthly Payment has been made or shall be made, as the case may be, with respect to the Mortgage Loan on the Due Date or within the grace period; (c) Except as previously disclosed to the Certificate Insurer, to To the best of Seller's knowledge, there are no defaults in complying with the terms of the Mortgage, Mortgage and all taxes, governmental assessments, insurance premiums, water, sewer and municipal charges, leasehold payments or ground rents which previously became due and owing have been paid, or an escrow of funds has been established in an amount sufficient to pay for every such item which remains unpaid and which has been assessed but is not yet due and payable. The Seller has not advanced funds, or induced, solicited or knowingly received any advance of funds by a party other than the Mortgagor, directly or indirectly, for the payment of any amount required under the Mortgage Loan; (d) The terms of the Mortgage Note and Mortgage have not been impaired, waived, altered or modified in any respect, except by a written instrument which has been recorded, if necessary to protect the interests of the Trustee on behalf of the Certificateholders Purchaser, and which has been delivered to the TrusteePurchaser. The substance of any such waiver, alteration or modification has been approved by the title insurer, to the extent required by the policy, and its terms are reflected on the Mortgage Loan Schedule. No Mortgagor has been released, in whole or in part, except in connection with an assumption agreement approved by the title insurer, to the extent required by the policy, and which assumption agreement is part of the Mortgage File delivered to the Trustee Purchaser and the terms of which are reflected in the Mortgage Loan Schedule; (e) The Mortgage Loan is not subject to any right of rescission, set-off, counterclaim or defense, including, without limitation, the defense of usury, nor will the operation of any of the terms of the Mortgage Note or the Mortgage, or the exercise of any right thereunder, render either the Mortgage Note or the Mortgage unenforceable, in whole or in part, or subject to any right of rescission, set-off, recoupment, counterclaim or defense, including, without limitation, the defense of usury, and no such right of rescission, set-off, recoupment, counterclaim or defense has been asserted with respect thereto, and no Mortgagor was a debtor in any state or federal bankruptcy or insolvency proceeding at the time the Mortgage Loan was originated; (f) Pursuant to the terms of the Mortgage, the Mortgaged Property is subject to fire and casualty insurance with a standard mortgagee clause and extended coverage in an amount which is not less than the replacement value of the improvements securing such Mortgage Loan. The fire and casualty insurance is standard in for the industry for property similar (in terms of the property type, value and location) to the Mortgaged Property. If If, the Mortgaged Property is in an area identified in the Federal Register by the Federal Emergency Management Agency as having special flood hazards (and such flood insurance has been made available)hazards, a flood insurance policy is in effect with respect to the Mortgaged Property meeting the requirements of the current guidelines of the Federal Insurance Administration with a generally acceptable insurance carrier, in an amount representing coverage not less than the least of (i) the unpaid principal balance of the Mortgage Loan, (ii) the full insurable value of the Mortgaged Property or (iii) the maximum amount of insurance available under the Flood Disaster Protection Act of 1973. To the best of Seller's knowledge, all such insurance policies (collectively, the "hazard insurance policy") meet the requirements of the current guidelines of the Federal Insurance Administration, conform to the requirements of the FNMA Sellers' Guide and the FNMA Servicers' Guide, and are a standard policy of insurance for the locale where the Mortgaged Property is located. It is understood and agreed that such insurance is with insurers approved by the Servicer and that no earthquake or other additional insurance is to be required of any Mortgagor or to be maintained on property acquired in respect of a defaulted loan, other than pursuant to such applicablethe