Common use of Representations of the Servicer and the Depositors Clause in Contracts

Representations of the Servicer and the Depositors. (1) The Servicer hereby represents and warrants to the Trustee, the Certificate Insurer and the Certificateholders as of the Closing Date: (a) The Servicer is duly organized, validly existing, and in good standing under the laws of the State of Delaware and has all licenses necessary to carry on its business as now being conducted and is licensed, qualified and in good standing in each Mortgaged Property State if the laws of such state require licensing or qualification in order to conduct business of the type conducted by the Servicer and perform its obligations as Servicer hereunder; the Servicer has the power and authority to execute and deliver this Agreement and the Basic Documents to which it is a party and to perform in accordance herewith; the execution, delivery and performance of this Agreement and the Basic Documents to which it is a party (including all instruments of transfer to be delivered pursuant to this Agreement and the Basic Documents to which it is a party) by the Servicer and the consummation of the transactions contemplated hereby have been duly and validly authorized by all necessary action; each of this Agreement and the Basic Documents to which it is a party is the valid, binding and enforceable obligation of the Servicer; and all requisite action has been taken by the Servicer to make this Agreement and the Basic Documents to which it is a party valid, binding and enforceable upon the Servicer in accordance with its terms, subject to the effect of bankruptcy, insolvency, reorganization, moratorium and other, similar laws relating to or affecting creditors' rights generally or the application of equitable principles in any proceeding, whether at law or in equity; (b) All actions, approvals, consents, waivers, exemptions, variances, franchises, orders, permits, authorizations, rights and licenses required to be taken, given or obtained, as the case may be, by or from any federal, state or other governmental authority or agency (other than any such actions, approvals, etc. under any state securities laws, real estate syndication or "Blue Sky" statutes, as to which the Servicer makes no such representation or warranty), that are necessary in connection with the performance by the Servicer of its obligations hereunder or under the Basic Documents to which it is a party or the purchase and sale of the Certificates and the execution and delivery by the Servicer of the documents to which it is a party, have been duly taken, given or obtained, as the case may be, are in full force and effect, are not subject to any pending proceedings or appeals (administrative, judicial or otherwise) and either the time within which any appeal therefrom may be taken or review thereof may be obtained has expired or no review thereof may be obtained or appeal therefrom taken, and are adequate to authorize the consummation of the transactions contemplated by this Agreement and the Basic Documents and the other documents on the part of the Servicer and the performance by the Servicer of its obligations as the Servicer under this Agreement and such of the other Basic Documents to which it is a party; (c) The consummation of the transactions contemplated by this Agreement and the Basic Documents will not result in the breach of any terms or provisions of the bylaws of the Servicer or result in the breach of any term or provision of, or conflict with or constitute a default under or result in the acceleration of any obligation under, any material agreement, indenture or loan or credit agreement or other material instrument to which the Servicer or its property is subject, or result in the violation of any law, rule, regulation, order, judgment or decree to which the Servicer or its property is subject; (d) None of this Agreement, any of the Basic Documents to which it is a party or the Prospectus nor any statement, report or other document prepared by the Servicer and furnished or to be furnished pursuant to this Agreement or in connection with the transactions contemplated hereby 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; (e) There is no action, suit, proceeding or investigation pending or, to the best of the knowledge of the Servicer, threatened against the Servicer which, either in any one instance or in the aggregate, may result in any material adverse change in the business, operations, financial condition, properties or assets of the Servicer or in any material impairment of the right or ability of the Servicer to carry on its business substantially as now conducted, or in any material liability on the part of the Servicer or any Basic Document to which it is a party or which would draw into question the validity of this Agreement or the Mortgage Loans or of any action taken or to be taken in connection with the obligations of the Servicer contemplated herein, or which would be likely to impair materially the ability of the Servicer to perform under the terms of this Agreement or any Basic Document to which it is a party; (f) The Servicer is not in default with respect to any order or decree of any court or any order, regulation or demand of any federal, state, municipal or governmental agency, which default might have consequences that would materially and adversely affect the condition (financial or other) or operations of the Servicer or its properties or might have consequences that would materially and adversely affect its performance hereunder or under the Basic Documents or under any Subservicing Agreement; (g) The collection practices used by the Servicer with respect to each Mortgage Note and Mortgage have been in and will be all material respects legal, proper, prudent and customary in the second mortgage origination and servicing business; (h) The Servicer is (i) an approved seller/servicer of first and second mortgage loans for FNMA and FHLMC in good standing, and (ii) a mortgagee approved by the Secretary of Housing and Urban Development pursuant to Section 203 and 211 of the National Housing Act. (2) Each Depositor hereby represents and warrants to the Trustee, the Certificate Insurer and the Certificateholders as of the Closing Date: (a) Such Depositor is duly organized, validly existing, and in good standing under the laws of the jurisdiction of its incorporation and has all licenses necessary to carry on its business as now being conducted and is licensed, qualified and in good standing in each Mortgaged Property State if the laws of such state require licensing or qualification in order to conduct business of the type conducted by such Depositor and perform its obligations as a Depositor hereunder; such Depositor has the power and authority to execute and deliver this Agreement and to perform in accordance herewith; the execution, delivery and performance of this Agreement and the Basic Documents to which it is a party (including all instruments of transfer to be delivered pursuant to this Agreement and the Basic Documents to which it is a party) by such Depositor and the consummation of the transactions contemplated hereby have been duly and validly authorized by all necessary action; each of this Agreement and the Basic Documents to which it is a party is the valid, binding and enforceable obligation of such Depositor; and all requisite action has been taken by such Depositor to make this Agreement and the Basic Documents to which it is a party valid, binding and enforceable upon such Depositor in accordance with its terms, subject to the effect of bankruptcy, insolvency, reorganization, moratorium and other, similar laws relating to or affecting creditors rights generally or the application of equitable principles in any proceeding, whether at law or in equity; (b) All actions, approvals, consents, waivers, exemptions, variances, franchises, orders, permits, authoriza tions, rights and licenses required to be taken, given or obtained, as the case may be, by or from any federal, state or other governmental authority or agency (other than any such actions, approvals, etc. under any state securities laws, real estate syndication or "Blue Sky" statutes, as to which such Depositor makes no such representation or warranty), that are necessary in connection with the purchase and sale of the Certificates and the execution and delivery by such Depositor of the Basic Documents to which it is a party, have been duly taken, given or obtained, as the case may be, are in full force and effect, are not subject to any pending proceedings or appeals (administrative, judicial or otherwise) and either the time within which any appeal therefrom may be taken or review thereof may be obtained has expired or no review thereof may be obtained or appeal therefrom taken, and are adequate to authorize the consummation of the transactions contemplated by this Agreement and the other Basic Documents on the part of such Depositor and the performance by such Depositor of its obligations as a Depositor under this Agreement, the Transfer Agreement and such of the other Basic Documents to which it is a party; (c) The consummation of the transactions con templated by this Agreement and the Basic Documents will not result in the breach of any terms or provisions of the bylaws of such Depositor or result in the breach of any term or provision of, or conflict with or constitute a default under or result in the acceleration of any obligation under, any material agreement, indenture or loan or credit agreement or other material instrument to which such Depositor or its property is subject, or result in the violation of any law, rule, regulation, order, judgment or decree to which the Depositor or its property is subject; (d) None of this Agreement, any of the Basic Documents to which such Depositor is a party or the Prospectus nor any statement, report or other document prepared by the Depositor and furnished or to be furnished pursuant to this Agreement or the Basic Documents or in connection with the transactions contemplated hereby 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; (e) There is no action, suit, proceeding or investigation pending or, to the best of such Depositor's knowledge, threatened against such Depositor which, either in any one instance or in the aggregate, may result in any material adverse change in the business, operations, financial condition, properties or assets of such Depositor or in any material impairment of the right or ability of such Depositor to carry on its business substantially as now conducted, or in any material liability on the part of such Depositor or which would draw into question the validity of this Agreement or the Basic Documents or the Mortgage Loans or of any action taken or to be taken in connection with the obligations of such Depositor contemplated herein, or which would be likely to impair materially the ability of the Depositor to perform under the terms of this Agreement or the Basic Documents to which it is a party; (f) Such Depositor is not in default with respect to any order or decree of any court or any order, regulation or demand of any federal, state, municipal or governmental agency, which default might have consequences that would materially and adversely affect the condition (financial or other) or operations of such Depositor or its properties or might have consequences that would materially and adversely affect its performance hereunder, under the Basic Documents to which it is a party or under any Subservicing Agreement; (g) Upon the receipt of each Mortgage File under this Agreement, the Trustee will have good and indefeasible title on behalf of the Certificateholders to each Mortgage Loan (other than the Representative's Yield and amounts received after the Cut-off Date in respect of interest accrued on or prior to the Cut-off Date) and such other items conveyed by the Depositors to the Trustee hereunder free and clear of any lien (other than liens which will be simultaneously released); (h) The transfer, assignment and conveyance of the Mortgage Notes and the Mortgages by such Depositor pursuant to this Agreement are not subject to the bulk transfer laws or any similar statutory provisions in effect in any applicable juris diction; (i) Such Depositor did not transfer any interest in any Mortgage Loan with any intent to hinder, delay or defraud any of its respective creditors; (j) Such Depositor is solvent and such Depositor will not be rendered insolvent as a result of the transfer of the Mortgage Loans to the Trust Fund or the sale of any of the Certificates; (k) Such Depositor will not amend Articles THIRD, NINTH, TENTH and ELEVENTH of its Certificate of Incorporation without the prior written consent of the Certificate Insurer and the Rating Agencies; and (l) Such Depositor will not engage in any activity which would result in a downgrading of the Certificates by any Rating Agency.

Representations of the Servicer and the Depositors. (1) The Servicer hereby represents and warrants to the Trustee, the Certificate Insurer and the Certificateholders as of the Closing Date: (a) The Servicer is duly organized, validly existing, and in good standing under the laws of the State of Delaware and has all licenses necessary to carry on its business as now being conducted and is licensed, qualified and in good standing in each Mortgaged Property State if the laws of such state require licensing or qualification in order to conduct business of the type conducted by the Servicer and perform its obligations as Servicer hereunder; the Servicer has the power and authority to execute and deliver this Agreement and the Basic Documents to which it is a party and to perform in accordance herewith; the execution, delivery and performance of this Agreement and the Basic Documents to which it is a party (including all instruments of transfer to be delivered pursuant to this Agreement and the Basic Documents to which it is a party) by the Servicer and the consummation of the transactions contemplated hereby have been duly and validly authorized by all necessary action; each of this Agreement and the Basic Documents to which it is a party is the valid, binding and enforceable obligation of the Servicer; and all requisite action has been taken by the Servicer to make this Agreement and the Basic Documents to which it is a party valid, binding and enforceable upon the Servicer in accordance with its terms, subject to the effect of bankruptcy, insolvency, reorganization, moratorium and other, similar laws relating to or affecting creditors' rights generally or the application of equitable principles in any proceeding, whether at law or in equity; (b) All actions, approvals, consents, waivers, exemptions, variances, franchises, orders, permits, authorizations, rights and licenses required to be taken, given or obtained, as the case may be, by or from any federal, state or other governmental authority or agency (other than any such actions, approvals, etc. under any state securities laws, real estate syndication or "Blue Sky" statutes, as to which the Servicer makes no such representation or warranty), that are necessary in connection with the performance by the Servicer of its obligations hereunder or under the Basic Documents to which it is a party or the purchase and sale of the Certificates and the execution and delivery by the Servicer of the documents to which it is a party, have been duly taken, given or obtained, as the case may be, are in full force and effect, are not subject to any pending proceedings or appeals (administrative, judicial or otherwise) and either the time within which any appeal therefrom may be taken or review thereof may be obtained has expired or no review thereof may be obtained or appeal therefrom taken, and are adequate to authorize the consummation of the transactions contemplated by this Agreement and the Basic Documents and the other documents on the part of the Servicer and the performance by the Servicer of its obligations as the Servicer under this Agreement and such of the other Basic Documents to which it is a party; (c) The consummation of the transactions contemplated by this Agreement and the Basic Documents will not result in the breach of any terms or provisions of the bylaws of the Servicer or result in the breach of any term or provision of, or conflict with or constitute a default under or result in the acceleration of any obligation under, any material agreement, indenture or loan or credit agreement or other material instrument to which the Servicer or its property is subject, or result in the violation of any law, rule, regulation, order, judgment or decree to which the Servicer or its property is subject; (d) None of this Agreement, any of the Basic Documents to which it is a party or the Prospectus nor any statement, report or other document prepared by the Servicer and furnished or to be furnished pursuant to this Agreement or in connection with the transactions contemplated hereby contains any untrue statement of material fact or omits to state a material fact necessary to make the statements contained herein or therein therein, in light of the circumstances under which they were made, not misleading; (e) There is no action, suit, proceeding or investigation pending or, to the best of the knowledge of the Servicer, threatened against the Servicer which, either in any one instance or in the aggregate, may result in any material adverse change in the business, operations, financial condition, properties or assets of the Servicer or in any material impairment of the right or ability of the Servicer to carry on its business substantially as now conducted, or in any material liability on the part of the Servicer or any Basic Document to which it is a party or which would draw into question the validity of this Agreement or the Mortgage Loans or of any action taken or to be taken in connection with the obligations of the Servicer contemplated herein, or which would be likely to impair materially the ability of the Servicer to perform under the terms of this Agreement or any Basic Document to which it is a party; (f) The Servicer is not in default with respect to any order or decree of any court or any order, regulation or demand of any federal, state, municipal or governmental agency, which default might have consequences that would materially and adversely affect the condition (financial or other) or operations of the Servicer or its properties or might have consequences that would materially and adversely affect its performance hereunder or under the Basic Documents or under any Subservicing Agreement; (g) The collection practices used by the Servicer with respect to each Mortgage Note and Mortgage have been in and will be all material respects legal, proper, prudent and customary in the second non-conforming mortgage origination and servicing business;; and (h) The Servicer is (i) is an approved seller/servicer of first and second mortgage loans for FNMA and FHLMC in good standing, and (ii) a mortgagee approved by the Secretary of Housing and Urban Development pursuant to Section 203 and 211 of the National Housing Act. (2) Each Depositor hereby represents and warrants to the Trustee, the Certificate Insurer and the Certificateholders as of the Closing Date: (a) Such Depositor is duly organized, validly existing, and in good standing under the laws of the jurisdiction of its incorporation and has all licenses necessary to carry on its business as now being conducted and is licensed, qualified and in good standing in each Mortgaged Property State if the laws of such state require licensing or qualification in order to conduct business of the type conducted by such Depositor and perform its obligations as a Depositor hereunder; such Depositor has the power and authority to execute and deliver this Agreement and to perform in accordance herewith; the execution, delivery and performance of this Agreement and the Basic Documents to which it is a party (including all instruments of transfer to be delivered pursuant to this Agreement and the Basic Documents to which it is a party) by such Depositor and the consummation of the transactions contemplated hereby have been duly and validly authorized by all necessary action; each of this Agreement and the Basic Documents to which it is a party is the valid, binding and enforceable obligation of such Depositor; and all requisite action has been taken by such Depositor to make this Agreement and the Basic Documents to which it is a party valid, binding and enforceable upon such Depositor in accordance with its terms, subject to the effect of bankruptcy, insolvency, reorganization, moratorium and other, similar laws relating to or affecting creditors rights generally or the application of equitable principles in any proceeding, whether at law or in equity; (b) All actions, approvals, consents, waivers, exemptions, variances, franchises, orders, permits, authoriza tionsauthorizations, rights and licenses required to be taken, given or obtained, as the case may be, by or from any federal, state or other governmental authority or agency (other than any such actions, approvals, etc. under any state securities laws, real estate syndication or "Blue Sky" statutes, as to which such Depositor makes no such representation or warranty), that are necessary in connection with the purchase and sale of the Certificates and the execution and delivery by such Depositor of the Basic Documents to which it is a party, have been duly taken, given or obtained, as the case may be, are in full force and effect, are not subject to any pending proceedings or appeals (administrative, judicial or otherwise) and either the time within which any appeal therefrom may be taken or review thereof may be obtained has expired or no review thereof may be obtained or appeal therefrom taken, and are adequate to authorize the consummation of the transactions contemplated by this Agreement and the other Basic Documents on the part of such Depositor and the performance by such Depositor of its obligations as a Depositor under this Agreement, the Transfer Agreement and such of the other Basic Documents to which it is a party; (c) The consummation of the transactions con templated contemplated by this Agreement and the Basic Documents will not result in the breach of any terms or provisions of the bylaws of such Depositor or result in the breach of any term or provision of, or conflict with or constitute a default under or result in the acceleration of any obligation under, any material agreement, indenture or loan or credit agreement or other material instrument to which such Depositor or its property is subject, or result in the violation of any law, rule, regulation, order, judgment or decree to which the Depositor or its property is subject; (d) None of this Agreement, any of the Basic Documents to which such Depositor is a party or the Prospectus nor any statement, report or other document prepared by the Depositor and furnished or to be furnished pursuant to this Agreement or the Basic Documents or in connection with the transactions contemplated hereby contains any untrue statement of material fact or omits to state a material fact necessary to make the statements contained herein or therein therein, in light of the circumstances under which they were made, not misleading; (e) There is no action, suit, proceeding or investigation pending or, to the best of such Depositor's knowledge, threatened against such Depositor which, either in any one instance or in the aggregate, may result in any material adverse change in the business, operations, financial condition, properties or assets of such Depositor or in any material impairment of the right or ability of such Depositor to carry on its business substantially as now conducted, or in any material liability on the part of such Depositor or which would draw into question the validity of this Agreement or the Basic Documents or the Mortgage Loans or of any action taken or to be taken in connection with the obligations of such Depositor contemplated herein, or which would be likely to impair materially the ability of the Depositor to perform under the terms of this Agreement or the Basic Documents to which it is a party; (f) Such Depositor is not in default with respect to any order or decree of any court or any order, regulation or demand of any federal, state, municipal or governmental agency, which default might have consequences that would materially and adversely affect the condition (financial or other) or operations of such Depositor or its properties or might have consequences that would materially and adversely affect its performance hereunder, under the Basic Documents to which it is a party or under any Subservicing Agreement; (g) Upon the receipt of each Mortgage File under this Agreement, the Trustee will have good and indefeasible title on behalf of the Certificateholders to each Mortgage Loan (other than the Representative's Yield and amounts received on and after the Cut-off Date in respect of interest accrued on or prior to the Cut-off Date) and such other items conveyed by the Depositors to the Trustee hereunder free and clear of any lien (other than liens which will be simultaneously released); (h) The transfer, assignment and conveyance of the Mortgage Notes and the Mortgages by such Depositor pursuant to this Agreement are not subject to the bulk transfer laws or any similar statutory provisions in effect in any applicable juris dictionjurisdiction; (i) Such Depositor did not transfer any interest in any Mortgage Loan with any intent to hinder, delay or defraud any of its respective creditors; (j) Such Depositor is solvent and such Depositor will not be rendered insolvent as a result of the transfer of the Mortgage Loans to the Trust Fund or the sale of any of the Certificates; (k) Such Depositor will not amend Articles THIRD, NINTH, TENTH and ELEVENTH of its Certificate of Incorporation without the prior written consent of the Certificate Insurer and the Rating Agencies; and (l) Such Depositor will not engage in any activity which would result in a downgrading of the Certificates by any Rating Agency or in a downgrading of the "shadow rating" (that is, the rating without taking into account the Certificate Insurance Policy) below investment grade by any Rating Agency.

Representations of the Servicer and the Depositors. (1) The Servicer hereby represents and warrants to the Trustee, the Certificate Insurer and the Certificateholders as of the Closing Date: (a) The Servicer is duly organized, validly existing, and in good standing under the laws of the State of Delaware and has all licenses necessary to carry on its business as now being conducted and is licensed, qualified and in good standing in each Mortgaged Property State if the laws of such state require licensing or qualification in order to conduct business of the type conducted by the Servicer and perform its obligations as Servicer hereunder; the Servicer has the power and authority to execute and deliver this Agreement and the Basic Documents to which it is a party and to perform in accordance herewith; the execution, delivery and performance of this Agreement and the Basic Documents to which it is a party (including all instruments of transfer to be delivered pursuant to this Agreement and the Basic Documents to which it is a party) by the Servicer and the consummation of the transactions contemplated hereby have been duly and validly authorized by all necessary action; each of this Agreement and the Basic Documents to which it is a party is the valid, binding and enforceable obligation of the Servicer; and all requisite action has been taken by the Servicer to make this Agreement and the Basic Documents to which it is a party valid, binding and enforceable upon the Servicer in accordance with its terms, subject to the effect of bankruptcy, insolvency, reorganization, moratorium and other, similar laws relating to or affecting creditors' rights generally or the application of equitable principles in any proceeding, whether at law or in equity; (b) All actions, approvals, consents, waivers, exemptions, variances, franchises, orders, permits, authorizations, rights and licenses required to be taken, given or obtained, as the case may be, by or from any federal, state or other governmental authority or agency (other than any such actions, approvals, etc. under any state securities laws, real estate syndication or "Blue Sky" statutes, as to which the Servicer makes no such representation or warranty), that are necessary in connection with the performance by the Servicer of its obligations hereunder or under the Basic Documents to which it is a party or the purchase and sale of the Certificates and the execution and delivery by the Servicer of the documents to which it is a party, have been duly taken, given or obtained, as the case may be, are in full force and effect, are not subject to any pending proceedings or appeals (administrative, judicial or otherwise) and either the time within which any appeal therefrom may be taken or review thereof may be obtained has expired or no review thereof may be obtained or appeal therefrom taken, and are adequate to authorize the consummation of the transactions contemplated by this Agreement and the Basic Documents and the other documents on the part of the Servicer and the performance by the Servicer of its obligations as the Servicer under this Agreement and such of the other Basic Documents to which it is a party; (c) The consummation of the transactions contemplated by this Agreement and the Basic Documents will not result in the breach of any terms or provisions of the bylaws of the Servicer or result in the breach of any term or provision of, or conflict with or constitute a default under or result in the acceleration of any obligation under, any material agreement, indenture or loan or credit agreement or other material instrument to which the Servicer or its property is subject, or result in the violation of any law, rule, regulation, order, judgment or decree to which the Servicer or its property is subject; (d) None of this Agreement, any of the Basic Documents to which it is a party or the Prospectus nor any statement, report or other document prepared by the Servicer and furnished or to be furnished pursuant to this Agreement or in connection with the transactions contemplated hereby 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; (e) There is no action, suit, proceeding or investigation pending or, to the best of the knowledge of the Servicer, threatened against the Servicer which, either in any one instance or in the aggregate, may result in any material adverse change in the business, operations, financial condition, properties or assets of the Servicer or in any material impairment of the right or ability of the Servicer to carry on its business substantially as now conducted, or in any material liability on the part of the Servicer or any Basic Document to which it is a party or which would draw into question the validity of this Agreement or the Mortgage Loans or of any action taken or to be taken in connection with the obligations of the Servicer contemplated herein, or which would be likely to impair materially the ability of the Servicer to perform under the terms of this Agreement or any Basic Document to which it is a party; (f) The Servicer is not in default with respect to any order or decree of any court or any order, regulation or demand of any federal, state, municipal or governmental agency, which default might have consequences that would materially and adversely affect the condition (financial or other) or operations of the Servicer or its properties or might have consequences that would materially and adversely affect its performance hereunder or under the Basic Documents or under any Subservicing Agreement; (g) The collection practices used by the Servicer with respect to each Mortgage Note and Mortgage have been in and will be all material respects legal, proper, prudent and customary in the second mortgage origination and servicing business; (h) The Servicer is (i) an approved seller/servicer of first and second mortgage loans for FNMA and FHLMC in good standing, and (ii) a mortgagee approved by the Secretary of Housing and Urban Development pursuant to Section 203 and 211 of the National Housing Act. (2) Each Depositor hereby represents and warrants to the Trustee, the Certificate Insurer and the Certificateholders as of the Closing Date: (a) Such Depositor is duly organized, validly existing, and in good standing under the laws of the jurisdiction of its incorporation and has all licenses necessary to carry on its business as now being conducted and is licensed, qualified and in good standing in each Mortgaged Property State if the laws of such state require licensing or qualification in order to conduct business of the type conducted by such Depositor and perform its obligations as a Depositor hereunder; such Depositor has the power and authority to execute and deliver this Agreement and to perform in accordance herewith; the execution, delivery and performance of this Agreement and the Basic Documents to which it is a party (including all instruments of transfer to be delivered pursuant to this Agreement and the Basic Documents to which it is a party) by such Depositor and the consummation of the transactions contemplated hereby have been duly and validly authorized by all necessary action; each of this Agreement and the Basic Documents to which it is a party is the valid, binding and enforceable obligation of such Depositor; and all requisite action has been taken by such Depositor to make this Agreement and the Basic Documents to which it is a party valid, binding and enforceable upon such Depositor in accordance with its terms, subject to the effect of bankruptcy, insolvency, reorganization, moratorium and other, similar laws relating to or affecting creditors rights generally or the application of equitable principles in any proceeding, whether at law or in equity; (b) All actions, approvals, consents, waivers, exemptions, variances, franchises, orders, permits, authoriza tionsauthorizations, rights and licenses required to be taken, given or obtained, as the case may be, by or from any federal, state or other governmental authority or agency (other than any such actions, approvals, etc. under any state securities laws, real estate syndication or "Blue Sky" statutes, as to which such Depositor makes no such representation or warranty), that are necessary in connection with the purchase and sale of the Certificates and the execution and delivery by such Depositor of the Basic Documents to which it is a party, have been duly taken, given or obtained, as the case may be, are in full force and effect, are not subject to any pending proceedings or appeals (administrative, judicial or otherwise) and either the time within which any appeal therefrom may be taken or review thereof may be obtained has expired or no review thereof may be obtained or appeal therefrom taken, and are adequate to authorize the consummation of the transactions contemplated by this Agreement and the other Basic Documents on the part of such Depositor and the performance by such Depositor of its obligations as a Depositor under this Agreement, the Transfer Agreement and such of the other Basic Documents to which it is a party; (c) The consummation of the transactions con templated contemplated by this Agreement and the Basic Documents will not result in the breach of any terms or provisions of the bylaws of such Depositor or result in the breach of any term or provision of, or conflict with or constitute a default under or result in the acceleration of any obligation under, any material agreement, indenture or loan or credit agreement or other material instrument to which such Depositor or its property is subject, or result in the violation of any law, rule, regulation, order, judgment or decree to which the Depositor or its property is subject; (d) None of this Agreement, any of the Basic Documents to which such Depositor is a party or the Prospectus nor any statement, report or other document prepared by the Depositor and furnished or to be furnished pursuant to this Agreement or the Basic Documents or in connection with the transactions contemplated hereby 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; (e) There is no action, suit, proceeding or investigation pending or, to the best of such Depositor's knowledge, threatened against such Depositor which, either in any one instance or in the aggregate, may result in any material adverse change in the business, operations, financial condition, properties or assets of such Depositor or in any material impairment of the right or ability of such Depositor to carry on its business substantially as now conducted, or in any material liability on the part of such Depositor or which would draw into question the validity of this Agreement or the Basic Documents or the Mortgage Loans or of any action taken or to be taken in connection with the obligations of such Depositor contemplated herein, or which would be likely to impair materially the ability of the Depositor to perform under the terms of this Agreement or the Basic Documents to which it is a party; (f) Such Depositor is not in default with respect to any order or decree of any court or any order, regulation or demand of any federal, state, municipal or governmental agency, which default might have consequences that would materially and adversely affect the condition (financial or other) or operations of such Depositor or its properties or might have consequences that would materially and adversely affect its performance hereunder, under the Basic Documents to which it is a party or under any Subservicing Agreement; (g) Upon the receipt of each Mortgage File under this Agreement, the Trustee will have good and indefeasible title on behalf of the Certificateholders to each Mortgage Loan (other than the Representative's Yield and amounts received after the Cut-off Date in respect of interest accrued on or prior to the Cut-off Date) and such other items conveyed by the Depositors to the Trustee hereunder free and clear of any lien (other than liens which will be simultaneously released); (h) The transfer, assignment and conveyance of the Mortgage Notes and the Mortgages by such Depositor pursuant to this Agreement are not subject to the bulk transfer laws or any similar statutory provisions in effect in any applicable juris dictionjurisdiction; (i) Such Depositor did not transfer any interest in any Mortgage Loan with any intent to hinder, delay or defraud any of its respective creditors; (j) Such Depositor is solvent and such Depositor will not be rendered insolvent as a result of the transfer of the Mortgage Loans to the Trust Fund or the sale of any of the Certificates; (k) Such Depositor will not amend Articles THIRD, NINTH, TENTH and ELEVENTH of its Certificate of Incorporation without the prior written consent of the Certificate Insurer and the Rating Agencies; and (l) Such Depositor will not engage in any activity which would result in a downgrading of the Certificates by any Rating Agency or in a downgrading of the "shadow rating" (that is, the rating without taking into account the Certificate Insurance Policy) below investment grade by any Rating Agency.

Representations of the Servicer and the Depositors. (1a) The Servicer hereby represents and warrants to the Trustee, the Certificate Insurer and the Certificateholders as of the Closing Date: (ai) The Servicer is duly organized, validly existing, and in good standing under the laws of the State of Delaware and has all licenses necessary to carry on its business as now being conducted and is licensed, qualified and in good standing in each Mortgaged Property State if the laws of such state require licensing or qualification in order to conduct business of the type conducted by the Servicer and perform its obligations as Servicer hereunder; the Servicer has the power and authority to execute and deliver this Agreement and the Basic Documents to which it is a party and to perform in accordance herewith; the execution, delivery and performance of this Agreement and the Basic Documents to which it is a party (including all instruments of transfer to be delivered pursuant to this Agreement and the Basic Documents to which it is a party) by the Servicer and the consummation of the transactions contemplated hereby have been duly and validly authorized by all necessary action; each of this Agreement and the Basic Documents to which it is a party is the valid, binding and enforceable obligation of the Servicer; and all requisite action has been taken by the Servicer to make this Agreement and the Basic Documents to which it is a party valid, binding and enforceable upon the Servicer in accordance with its terms, subject to the effect of bankruptcy, insolvency, reorganization, moratorium and other, similar laws relating to or affecting creditors' rights generally or the application of equitable principles in any proceeding, whether at law or in equity; (bii) All actions, approvals, consents, waivers, exemptions, variances, franchises, orders, permits, authorizations, rights and licenses required to be taken, given or obtained, as the case may be, by or from any federal, state or other governmental authority or agency (other than any such actions, approvals, etc. under any state securities -40- 52 laws, real estate syndication or "Blue Sky" statutes, as to which the Servicer makes no such representation or warranty), that are necessary in connection with the performance by the Servicer of its obligations hereunder or under the Basic Documents to which it is a party or the purchase and sale of the Certificates and the execution and delivery by the Servicer of the documents to which it is a party, have been duly taken, given or obtained, as the case may be, are in full force and effect, are not subject to any pending proceedings or appeals (administrative, judicial or otherwise) and either the time within which any appeal therefrom may be taken or review thereof may be obtained has expired or no review thereof may be obtained or appeal therefrom taken, and are adequate to authorize the consummation of the transactions contemplated by this Agreement and the Basic Documents and the other documents on the part of the Servicer and the performance by the Servicer of its obligations as the Servicer under this Agreement and such of the other Basic Documents to which it is a party; (ciii) The consummation of the transactions contemplated by this Agreement and the Basic Documents will not result in the breach of any terms or provisions of the bylaws of the Servicer or result in the breach of any term or provision of, or conflict with or constitute a default under or result in the acceleration of any obligation under, any material agreement, indenture or loan or credit agreement or other material instrument to which the Servicer or its property is subject, or result in the violation of any law, rule, regulation, order, judgment or decree to which the Servicer or its property is subject; (div) None of this Agreement, any of the Basic Documents to which it is a party or the Prospectus nor any statement, report or other document prepared by the Servicer and furnished or to be furnished pursuant to this Agreement or in connection with the transactions contemplated hereby contains any untrue statement of material fact or omits to state a material fact necessary to make the statements contained herein or therein therein, in light of the circumstances under which they were made, not misleading; (ev) There is no action, suit, proceeding or investigation pending or, to the best of the knowledge of the Servicer, threatened against the Servicer which, either in any one instance or in the aggregate, may result in any material adverse change in the business, operations, financial condition, properties or assets of the Servicer or in any material impairment of the right or ability of the Servicer to carry on its business substantially as now conducted, or in any material liability on the part of the Servicer or any Basic Document to which it is a party or which would draw into question the validity of this Agreement or the Mortgage Loans or of any action taken or to be taken in connection with the obligations of the Servicer contemplated herein, or which would be likely to impair materially the ability of the Servicer to perform under the terms of this Agreement or any Basic Document to which it is a party; (fvi) The Servicer is not in default with respect to any order or decree of any court or any order, regulation or demand of any federal, state, municipal or governmental agency, which default might have consequences that would materially and adversely affect the condition (financial or other) or operations of the Servicer or its properties or might have consequences that would materially and adversely affect its performance hereunder or under the Basic Documents or under any Subservicing Agreement; (gvii) The collection practices used by the Servicer with respect to each Mortgage Note and Mortgage have been in and will be all material respects legal, proper, prudent and customary in the second mortgage origination and servicing business;; and (hviii) The Servicer is (i) is an approved seller/servicer of first and second mortgage loans for FNMA and FHLMC in good standing, and (ii) a mortgagee approved by the Secretary of Housing and Urban Development pursuant to Section 203 and 211 of the National Housing Act. (2b) Each Depositor hereby represents and warrants to the Trustee, the Certificate Insurer and the Certificateholders as of the Closing Date: (ai) Such Depositor is duly organized, validly existing, and in good standing under the laws of the jurisdiction of its incorporation and has all licenses necessary to carry on its business as now being conducted and is licensed, qualified and in good standing in each Mortgaged Property State if the laws of such state require licensing or qualification in order to conduct business of the type conducted by such Depositor and perform its obligations as a Depositor hereunder; such Depositor has the power and authority to execute and deliver this Agreement and to perform in accordance herewith; the execution, delivery and performance of this Agreement and the Basic Documents to which it is a party (including all instruments of transfer to be delivered pursuant to this Agreement and the Basic Documents to which it is a party) by such Depositor and the consummation of the transactions contemplated hereby have been duly and validly authorized by all necessary action; each of this Agreement and the Basic Documents to which it is a party is the valid, binding and enforceable obligation of such Depositor; and all requisite action has been taken by such Depositor to make this Agreement and the Basic Documents to which it is a party valid, binding and enforceable upon such Depositor in accordance with its terms, subject to the effect of bankruptcy, insolvency, reorganization, moratorium and other, similar laws relating to or affecting creditors rights generally or the application of equitable principles in any proceeding, whether at law or in equity; (bii) All actions, approvals, consents, waivers, exemptions, variances, franchises, orders, permits, authoriza tionsauthorizations, rights and licenses required to be taken, given or obtained, as the case may be, by or from any federal, state or other governmental authority or agency (other than any such actions, approvals, etc. under any state securities laws, real estate syndication or "Blue Sky" statutes, as to which such Depositor makes no such representation or warranty), that are necessary in connection with the purchase and sale of the Certificates and the execution and delivery by such Depositor of the Basic Documents to which it is a party, have been duly taken, given or obtained, as the case may be, are in full force and effect, are not subject to any pending proceedings or appeals (administrative, judicial or otherwise) and either the time within which any appeal therefrom may be taken or review thereof may be obtained has expired or no review thereof may be obtained or appeal therefrom taken, and are adequate to authorize the consummation of the transactions contemplated by this Agreement and the other Basic Documents on the part of such Depositor and the performance by such Depositor of its obligations as a Depositor under this Agreement, the Transfer Agreement and such of the other Basic Documents to which it is a party; (ciii) The consummation of the transactions con templated contemplated by this Agreement and the Basic Documents will not result in the breach of any terms or provisions of the bylaws of such Depositor or result in the breach of any term or provision of, or conflict with or constitute a default under or result in the acceleration of any obligation under, any material agreement, indenture or loan or credit agreement or other material instrument to which such Depositor or its property is subject, or result in the violation of any law, rule, regulation, order, judgment or decree to which the Depositor or its property is subject; (div) None of this Agreement, any of the Basic Documents to which such Depositor is a party or the Prospectus nor any statement, report or other document prepared by the Depositor and furnished or to be furnished pursuant to this Agreement or the Basic Documents or in connection with the transactions contemplated hereby contains any untrue statement of material fact or omits to state a material fact necessary to make the statements contained herein or therein therein, in light of the circumstances under which they were made, not misleading; (ev) There is no action, suit, proceeding or investigation pending or, to the best of such Depositor's knowledge, threatened against such Depositor which, either in any one instance or in the aggregate, may result in any material adverse change in the business, operations, financial condition, properties or assets of such Depositor or in any material impairment of the right or ability of such Depositor to carry on its business substantially as now conducted, or in any material liability on the part of such Depositor or which would draw into question the validity of this Agreement or the Basic Documents or the Mortgage Loans or of any action taken or to be taken in connection with the obligations of such Depositor contemplated herein, or which would be likely to impair materially the ability of the Depositor to perform under the terms of this Agreement or the Basic Documents to which it is a party; (fvi) Such Depositor is not in default with respect to any order or decree of any court or any order, regulation or demand of any federal, state, municipal or governmental agency, which default might have consequences that would materially and adversely affect the condition (financial or other) or operations of such Depositor or its properties or might have consequences that would materially and adversely affect its performance hereunder, under the Basic Documents to which it is a party or under any Subservicing Agreement; (gvii) Upon the receipt of each Mortgage File under this Agreement, the Trustee will have good and indefeasible title on behalf of the Certificateholders to each Mortgage Loan (other than the Representative's Yield and amounts received on and after the Cut-off Date in respect of interest accrued on or prior to the Cut-off Date) and such other items conveyed by the Depositors to the Trustee hereunder free and clear of any lien (other than liens which will be simultaneously released); (hviii) The transfer, assignment and conveyance of the Mortgage Notes and the Mortgages by such Depositor pursuant to this Agreement are not subject to the bulk transfer laws or any similar statutory provisions in effect in any applicable juris dictionjurisdiction; (iix) Such Depositor did not transfer any interest in any Mortgage Loan with any intent to hinder, delay or defraud any of its respective creditors; (jx) Such Depositor is solvent and such Depositor will not be rendered insolvent as a result of the transfer of the Mortgage Loans to the Trust Fund or the sale of any of the Certificates; (kxi) Such Depositor will not amend Articles THIRD, NINTH, TENTH and ELEVENTH of its Certificate of Incorporation without the prior written consent of the Certificate Insurer and the Rating Agencies; and (lxii) Such Depositor will not engage in any activity which would result in a downgrading of the Certificates by any Rating Agency or in a downgrading of the "shadow rating" (that is, the rating without taking into account the Certificate Insurance Policy) below investment grade by any Rating Agency.

Representations of the Servicer and the Depositors. (1) The Servicer hereby represents and warrants to the Trustee, the Certificate Insurer and the Certificateholders as of the Closing Date: (a) The Servicer is duly organized, validly existing, and in good standing under the laws of the State of Delaware and has all licenses necessary to carry on its business as now being conducted and is licensed, qualified and in good standing in each Mortgaged Property State if the laws of such state require licensing or qualification in order to conduct business of the type conducted by the Servicer and perform its obligations as Servicer hereunder; the Servicer has the power and authority to execute and deliver this Agreement and the Basic Documents to which it is a party and to perform in accordance herewith; the execution, delivery and performance of this Agreement and the Basic Documents to which it is a party (including all instruments of transfer to be delivered pursuant to this Agreement and the Basic Documents to which it is a party) by the Servicer and the consummation of the transactions contemplated hereby have been duly and validly authorized by all necessary action; each of this Agreement and the Basic Documents to which it is a party is the valid, binding and enforceable obligation of the Servicer; and all requisite action has been taken by the Servicer to make this Agreement and the Basic Documents to which it is a party valid, binding and enforceable upon the Servicer in accordance with its terms, subject to the effect of bankruptcy, insolvency, reorganization, moratorium and other, similar laws relating to or affecting creditors' rights generally or the application of equitable principles in any proceeding, whether at law or in equity; (b) All actions, approvals, consents, waivers, exemptions, variances, franchises, orders, permits, authorizations, rights and licenses required to be taken, given or obtained, as the case may be, by or from any federal, state or other governmental authority or agency (other than any such actions, approvals, etc. under any state securities laws, real estate syndication or "Blue Sky" statutes, as to which the Servicer makes no such representation or warranty), that are necessary in connection with the performance by the Servicer of its obligations hereunder or under the Basic Documents to which it is a party or the purchase and sale of the Certificates and the execution and delivery by the Servicer of the documents to which it is a party, have been duly taken, given or obtained, as the case may be, are in full force and effect, are not subject to any pending proceedings or appeals (administrative, judicial or otherwise) and either the time within which any appeal therefrom may be taken or review thereof may be obtained has expired or no review thereof may be obtained or appeal therefrom taken, and are adequate to authorize the consummation of the transactions contemplated by this Agreement and the Basic Documents and the other documents on the part of the Servicer and the performance by the Servicer of its obligations as the Servicer under this Agreement and such of the other Basic Documents to which it is a party; (c) The consummation of the transactions contemplated by this Agreement and the Basic Documents will not result in the breach of any terms or provisions of the bylaws of the Servicer or result in the breach of any term or provision of, or conflict with or constitute a default under or result in the acceleration of any obligation under, any material agreement, indenture or loan or credit agreement or other material instrument to which the Servicer or its property is subject, or result in the violation of any law, rule, regulation, order, judgment or decree to which the Servicer or its property is subject; (d) None of this Agreement, any of the Basic Documents to which it is a party or the Prospectus nor any statement, report or other document prepared by the Servicer and furnished or to be furnished pursuant to this Agreement or in connection with the transactions contemplated hereby contains any untrue statement of material fact or omits to state a material fact necessary to make the statements contained herein or therein therein, in light of the circumstances under which they were made, not misleading; (e) There is no action, suit, proceeding or investigation pending or, to the best of the knowledge of the Servicer, threatened against the Servicer which, either in any one instance or in the aggregate, may result in any material adverse change in the business, operations, financial condition, properties or assets of the Servicer or in any material impairment of the right or ability of the Servicer to carry on its business substantially as now conducted, or in any material liability on the part of the Servicer or any Basic Document to which it is a party or which would draw into question the validity of this Agreement or the Mortgage Loans or of any action taken or to be taken in connection with the obligations of the Servicer contemplated herein, or which would be likely to impair materially the ability of the Servicer to perform under the terms of this Agreement or any Basic Document to which it is a party; (f) The Servicer is not in default with respect to any order or decree of any court or any order, regulation or demand of any federal, state, municipal or governmental agency, which default might have consequences that would materially and adversely affect the condition (financial or other) or operations of the Servicer or its properties or might have consequences that would materially and adversely affect its performance hereunder or under the Basic Documents or under any Subservicing Agreement; (g) The collection practices used by the Servicer with respect to each Mortgage Note and Mortgage have been in and will be all material respects legal, proper, prudent and customary in the second mortgage origination and servicing business;; and (h) The Servicer is (i) is an approved seller/servicer of first and second mortgage loans for FNMA and FHLMC in good standing, and (ii) a mortgagee approved by the Secretary of Housing and Urban Development pursuant to Section 203 and 211 of the National Housing Act. (2) Each Depositor hereby represents and warrants to the Trustee, the Certificate Insurer and the Certificateholders as of the Closing Date: (a) Such Depositor is duly organized, validly existing, and in good standing under the laws of the jurisdiction of its incorporation and has all licenses necessary to carry on its business as now being conducted and is licensed, qualified and in good standing in each Mortgaged Property State if the laws of such state require licensing or qualification in order to conduct business of the type conducted by such Depositor and perform its obligations as a Depositor hereunder; such Depositor has the power and authority to execute and deliver this Agreement and to perform in accordance herewith; the execution, delivery and performance of this Agreement and the Basic Documents to which it is a party (including all instruments of transfer to be delivered pursuant to this Agreement and the Basic Documents to which it is a party) by such Depositor and the consummation of the transactions contemplated hereby have been duly and validly authorized by all necessary action; each of this Agreement and the Basic Documents to which it is a party is the valid, binding and enforceable obligation of such Depositor; and all requisite action has been taken by such Depositor to make this Agreement and the Basic Documents to which it is a party valid, binding and enforceable upon such Depositor in accordance with its terms, subject to the effect of bankruptcy, insolvency, reorganization, moratorium and other, similar laws relating to or affecting creditors rights generally or the application of equitable principles in any proceeding, whether at law or in equity; (b) All actions, approvals, consents, waivers, exemptions, variances, franchises, orders, permits, authoriza tionsauthorizations, rights and licenses required to be taken, given or obtained, as the case may be, by or from any federal, state or other governmental authority or agency (other than any such actions, approvals, etc. under any state securities laws, real estate syndication or "Blue Sky" statutes, as to which such Depositor makes no such representation or warranty), that are necessary in connection with the purchase and sale of the Certificates and the execution and delivery by such Depositor of the Basic Documents to which it is a party, have been duly taken, given or obtained, as the case may be, are in full force and effect, are not subject to any pending proceedings or appeals (administrative, judicial or otherwise) and either the time within which any appeal therefrom may be taken or review thereof may be obtained has expired or no review thereof may be obtained or appeal therefrom taken, and are adequate to authorize the consummation of the transactions contemplated by this Agreement and the other Basic Documents on the part of such Depositor and the performance by such Depositor of its obligations as a Depositor under this Agreement, the Transfer Agreement and such of the other Basic Documents to which it is a party; (c) The consummation of the transactions con templated contemplated by this Agreement and the Basic Documents will not result in the breach of any terms or provisions of the bylaws of such Depositor or result in the breach of any term or provision of, or conflict with or constitute a default under or result in the acceleration of any obligation under, any material agreement, indenture or loan or credit agreement or other material instrument to which such Depositor or its property is subject, or result in the violation of any law, rule, regulation, order, judgment or decree to which the Depositor or its property is subject; (d) None of this Agreement, any of the Basic Documents to which such Depositor is a party or the Prospectus nor any statement, report or other document prepared by the Depositor and furnished or to be furnished pursuant to this Agreement or the Basic Documents or in connection with the transactions contemplated hereby contains any untrue statement of material fact or omits to state a material fact necessary to make the statements contained herein or therein therein, in light of the circumstances under which they were made, not misleading; (e) There is no action, suit, proceeding or investigation pending or, to the best of such Depositor's knowledge, threatened against such Depositor which, either in any one instance or in the aggregate, may result in any material adverse change in the business, operations, financial condition, properties or assets of such Depositor or in any material impairment of the right or ability of such Depositor to carry on its business substantially as now conducted, or in any material liability on the part of such Depositor or which would draw into question the validity of this Agreement or the Basic Documents or the Mortgage Loans or of any action taken or to be taken in connection with the obligations of such Depositor contemplated herein, or which would be likely to impair materially the ability of the Depositor to perform under the terms of this Agreement or the Basic Documents to which it is a party; (f) Such Depositor is not in default with respect to any order or decree of any court or any order, regulation or demand of any federal, state, municipal or governmental agency, which default might have consequences that would materially and adversely affect the condition (financial or other) or operations of such Depositor or its properties or might have consequences that would materially and adversely affect its performance hereunder, under the Basic Documents to which it is a party or under any Subservicing Agreement; (g) Upon the receipt of each Mortgage File under this Agreement, the Trustee will have good and indefeasible title on behalf of the Certificateholders to each Mortgage Loan (other than the Representative's Yield and amounts received after the Cut-off Date in respect of interest accrued on or prior to the Cut-off Date) and such other items conveyed by the Depositors to the Trustee hereunder free and clear of any lien (other than liens which will be simultaneously released); (h) The transfer, assignment and conveyance of the Mortgage Notes and the Mortgages by such Depositor pursuant to this Agreement are not subject to the bulk transfer laws or any similar statutory provisions in effect in any applicable juris dictionjurisdiction; (i) Such Depositor did not transfer any interest in any Mortgage Loan with any intent to hinder, delay or defraud any of its respective creditors; (j) Such Depositor is solvent and such Depositor will not be rendered insolvent as a result of the transfer of the Mortgage Loans to the Trust Fund or the sale of any of the Certificates; (k) Such Depositor will not amend Articles THIRD, NINTH, TENTH and ELEVENTH of its Certificate of Incorporation without the prior written consent of the Certificate Insurer and the Rating Agencies; and (l) Such Depositor will not engage in any activity which would result in a downgrading of the Certificates by any Rating Agency or in a downgrading of the "shadow rating" (that is, the rating without taking into account the Certificate Insurance Policy) below investment grade by any Rating Agency.