Common use of Representations, Warranties and Agreements of Seller Clause in Contracts

Representations, Warranties and Agreements of Seller. (a) The Seller represents and warrants to the Purchaser that as of the date hereof and as of each respective Closing Date (or as of such other date or dates as may be expressly set forth below): (i) The Seller is duly incorporated, validly existing and in good standing as a corporation under the laws of the State of Delaware. The Seller has full power and authority corporate and otherwise) to own its properties and conduct its business as presently conducted by it, and to enter into and perform its obligations under the Program Documents, and to sell each Mortgage Loan, and holds all licenses necessary to carry on its business as now being conducted and is licensed in, qualified to transact business in and is in good standing under the laws of each state in which any Mortgaged Property is located if the laws of such state require licensing or qualification in order to conduct business of the type conducted by the Seller, and in any event the Seller was and is in compliance with the laws of any such state to the extent necessary to ensure the enforceability of each Mortgage Loan. (ii) This Agreement, the Master Servicing Agreement and the Custodial Letter Agreement each has been duly authorized, executed and delivered by the Seller, and each, assuming the due authorization, execution and delivery thereof by the Purchaser and the enforceability thereof against the Purchaser, constitutes the legal, valid and binding agreement of the Seller, enforceable against the Seller in accordance with its terms, except as the enforceability thereof may be limited by bankruptcy, insolvency, liquidation, moratorium, reorganization or other similar laws affecting the rights of creditors generally or by general principles of equity, regardless of whether enforcement is sought in a proceeding in equity or at law. (iii) As of the respective Closing Date, the Purchase Price and Terms Letter has been duly authorized, executed and delivered by the Seller, and the Purchase Price and Terms Letter, assuming the due authorization, execution and delivery thereof by the Purchaser and the enforceability thereof against the Purchaser, constitutes the legal, valid and binding agreement of the Seller, enforceable against the Seller in accordance with its terms, except as the enforceability thereof may be limited by bankruptcy, insolvency, liquidation, moratorium, reorganization or other similar laws affecting the rights of creditors generally or by general principles of equity, regardless of whether enforcement is sought in a proceeding in equity or at law. (iv) As of the respective Closing Date, the Warranty Xxxx of Sale has been duly authorized, executed and delivered by the Seller, and the Warranty Xxxx of Sale constitutes the legal, valid and binding agreement of the Seller, enforceable against the Seller in accordance with its terms, except as the enforceability thereof may be limited by bankruptcy, insolvency, liquidation, moratorium, reorganization or other similar laws affecting the rights of creditors generally or by general principles of equity, regardless of whether enforcement is sought in a proceeding in equity or at law. (v) The representations and warranties made by the Seller under the Master Servicing Agreement and the Warranty Xxxx of Sale are true and correct in all material respects on the respective Closing Date. (vi) Neither the delivery of the Mortgage Loans to the Purchaser, nor the sale of the Mortgage Loans to the Purchaser, nor the execution or delivery of the Program Documents, nor the consummation of any of the Transactions herein or therein contemplated, nor the fulfillment of the terms hereof or thereof, will result in the breach of any term or provision of the certificate of incorporation or by-laws of the Seller, or conflict with, result in a material breach or violation or an acceleration of or constitute a default under any material term of any indenture or other agreement or instrument to which the Seller is a party or by which the Seller is bound, or any statute, order or regulation applicable to the Seller of any court, regulatory body, administrative agency, governmental body or arbitrator having jurisdiction over the Seller. (vii) There are no actions, proceedings or investigations pending or, to the Seller's knowledge, threatened against the Seller that, in the Seller's judgment, if determined adversely to the Seller, would prevent the consummation of any of the Transactions or would materially and adversely affect the interests of the Purchaser in any of the Mortgage Loans, the validity or enforceability of any of the Program Documents or the ability of the Seller to fulfill the terms of any of the Program Documents. (viii) The Mortgage Loans were originated by the Seller or by a savings association, a savings bank, a commercial bank or similar banking institution that is supervised and examined by a Federal or state banking authority, a mortgagee approved by the Secretary of the Department of Housing and Urban Development pursuant to Section 203 and 211 of the National Housing Act or a FNMA- or FHLMC-approved seller. (b) The Seller hereby represents and warrants to the Purchaser, as to each Mortgage Loan as of each respective Closing Date or such other date as may be specified below, that: (i) The information set forth in the Mortgage Loan Schedule is true and correct in all material respects; (ii) As of the related Closing Date, the Mortgage Loan is not delinquent in payment more than 29 days and the Mortgage Loan has not been dishonored; the Mortgage Loan has never been delinquent in payment for more than 59 days and has not more than once during the twelve months preceding the Cut-Off Date been delinquent in payment for more than 30 days; there are no material defaults under the terms of the Mortgage Loan; the Seller has not advanced funds, or induced, solicited or knowingly received any advance of funds from a party other than the owner of the Mortgaged Property subject to the Mortgage, directly or indirectly, for the payment of any amount required by the Mortgage Loan; (iii) To the best of the Seller's knowledge, there are no delinquent taxes or other outstanding charges affecting the related Mortgaged Property which would permit a taxing authority to initiate foreclosure proceedings against the Mortgaged Property; (iv) The terms of the Mortgage Note and the Mortgage have not been impaired, waived, altered or modified in any respect, except by written instruments contained in the Mortgage File, the substance of which waiver, alteration or modification is reflected on the Mortgage Loan Schedule. No Mortgagor has been released, in whole or in part, except in connection with an assumption agreement which assumption agreement is part of the Mortgage File and the terms of which are reflected in the Mortgage Loan Schedule; (v) The Mortgagor has not asserted that the Mortgage Note and the Mortgage are subject to any right of rescission, set-off, counterclaim or defense, including the defense of usury, nor will the operation of any of the terms of the Mortgage Note and the Mortgage, or the exercise of any right thereunder, render the Mortgage unenforceable, in whole or in part, or subject to any right of rescission, set-off, counterclaim or defense, including the defense of usury and to the best of the Seller's knowledge, no such right of rescission, set-off, counterclaim or defense has been asserted by any Person other than the obligor with respect thereto; (vi) Pursuant to the terms of the Mortgage, all buildings or other improvements upon the Mortgaged Property are insured by a generally acceptable insurer against loss by fire, hazards of extended coverage and such other hazards as are customary in the area where the Mortgaged Property is located. If required by the Flood Disaster Protection Act of 1973, as amended, the Mortgage Loan is covered by a flood insurance policy meeting the requirements of the current guidelines of the Federal Insurance Administration. All individual insurance policies contain a standard mortgagee clause naming the Seller and its successors and assigns as mortgagee, and all premiums thereon have been paid. 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. 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 any hazard insurance policy covering the common facilities of a planned unit development. To the best of the 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 insure to the benefit of the Purchaser upon the consummation of the transactions contemplated by this Agreement. The Seller has not engaged in, and has no knowledge of the Mortgagor'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 including, without limitation, 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, Warranties and Agreements of Seller. (a) The Seller hereby represents and warrants to the Purchaser that to, and agrees with, Xxxxx as of the date hereof and as of each respective the Closing Date (or as of if such other date or dates representations, warranties and agreements were made at Closing) as may be expressly set forth below):follows: (ia) The Seller is Xxxxxx has duly incorporated, validly existing executed and in good standing as a corporation under the laws of the State of Delaware. The Seller delivered this Agreement and has full power and authority corporate and otherwise) to own its properties and conduct its business as presently conducted by it, and to enter into this Agreement and perform its obligations under to consummate the Program Documentstransactions contemplated hereby. The execution, delivery and performance by Seller of this Agreement has received all requisite corporate, partnership or other organizational approvals, as the case may be, and to sell each Mortgage Loanno other action or proceeding on Seller’s part, and holds all licenses is necessary to carry on its business as now being conducted and is licensed in, qualified to transact business in and is in good standing under authorize the laws of each state in which any Mortgaged Property is located if the laws of such state require licensing or qualification in order to conduct business of the type conducted by the Seller, and in any event the Seller was and is in compliance with the laws of any such state to the extent necessary to ensure the enforceability of each Mortgage Loan. (ii) This Agreement, the Master Servicing Agreement and the Custodial Letter Agreement each has been duly authorized, executed and delivered by the Seller, and each, assuming the due authorization, execution and delivery thereof of this Agreement by the Purchaser Seller and the enforceability thereof against the Purchaser, constitutes the legal, valid and binding agreement consummation by Seller of the Seller, enforceable against the Seller in accordance with its terms, except as the enforceability thereof may be limited by bankruptcy, insolvency, liquidation, moratorium, reorganization or other similar laws affecting the rights of creditors generally or by general principles of equity, regardless of whether enforcement is sought in a proceeding in equity or at law. (iii) As of the respective Closing Date, the Purchase Price and Terms Letter has been duly authorized, executed and delivered by the Seller, and the Purchase Price and Terms Letter, assuming the due authorization, execution and delivery thereof by the Purchaser and the enforceability thereof against the Purchaser, constitutes the legal, valid and binding agreement of the Seller, enforceable against the Seller in accordance with its terms, except as the enforceability thereof may be limited by bankruptcy, insolvency, liquidation, moratorium, reorganization or other similar laws affecting the rights of creditors generally or by general principles of equity, regardless of whether enforcement is sought in a proceeding in equity or at law. (iv) As of the respective Closing Date, the Warranty Xxxx of Sale has been duly authorized, executed and delivered by the Seller, and the Warranty Xxxx of Sale constitutes the legal, valid and binding agreement of the Seller, enforceable against the Seller in accordance with its terms, except as the enforceability thereof may be limited by bankruptcy, insolvency, liquidation, moratorium, reorganization or other similar laws affecting the rights of creditors generally or by general principles of equity, regardless of whether enforcement is sought in a proceeding in equity or at law. (v) The representations and warranties made by the Seller under the Master Servicing Agreement and the Warranty Xxxx of Sale are true and correct in all material respects on the respective Closing Date. (vi) Neither the delivery of the Mortgage Loans to the Purchaser, nor the sale of the Mortgage Loans to the Purchaser, nor the execution or delivery of the Program Documents, nor the consummation of any of the Transactions herein or therein contemplated, nor the fulfillment of the terms hereof or thereof, will result in the breach of any term or provision of the certificate of incorporation or by-laws of the Seller, or conflict with, result in a material breach or violation or an acceleration of or constitute a default under any material term of any indenture or other agreement or instrument to which the Seller is a party or by which the Seller is bound, or any statute, order or regulation applicable to the Seller of any court, regulatory body, administrative agency, governmental body or arbitrator having jurisdiction over the Seller. (vii) There are no actions, proceedings or investigations pending or, to the Seller's knowledge, threatened against the Seller that, in the Seller's judgment, if determined adversely to the Seller, would prevent the consummation of any of the Transactions or would materially and adversely affect the interests of the Purchaser in any of the Mortgage Loans, the validity or enforceability of any of the Program Documents or the ability of the Seller to fulfill the terms of any of the Program Documents. (viii) The Mortgage Loans were originated by the Seller or by a savings association, a savings bank, a commercial bank or similar banking institution that is supervised and examined by a Federal or state banking authority, a mortgagee approved by the Secretary of the Department of Housing and Urban Development pursuant to Section 203 and 211 of the National Housing Act or a FNMA- or FHLMC-approved sellertransactions contemplated hereby. (b) The Seller hereby represents and warrants to the Purchaser, as to each Mortgage Loan as of each respective Closing Date or such other date as may be specified below, that: (i) The information set forth in the Mortgage Loan Schedule is true and correct in all material respects; (ii) As of the related Closing Datedate hereof, the Mortgage Loan is not delinquent in payment more than 29 days and the Mortgage Loan has not been dishonored; the Mortgage Loan has never been delinquent in payment for more than 59 days and has not more than once during the twelve months preceding the Cut-Off Date been delinquent in payment for more than 30 days; there are no material defaults under the terms of the Mortgage Loan; the Seller has not advanced funds, or induced, solicited or knowingly received any advance of funds from a party other than the owner of the Mortgaged Property subject to the Mortgage, directly or indirectly, for the payment of any amount required by the Mortgage Loan; (iii) To the best of the Seller's knowledge, there are no delinquent taxes or other outstanding charges affecting the related Mortgaged Property which would permit a taxing authority to initiate foreclosure proceedings against the Mortgaged Property; (iv) The terms of the Mortgage Note good and the Mortgage have not been impaired, waived, altered or modified in any respect, except by written instruments contained in the Mortgage File, the substance of which waiver, alteration or modification is reflected on the Mortgage Loan Schedule. No Mortgagor has been released, in whole or in part, except in connection with an assumption agreement which assumption agreement is part of the Mortgage File and the terms of which are reflected in the Mortgage Loan Schedule; (v) The Mortgagor has not asserted that the Mortgage Note and the Mortgage are subject to any right of rescission, set-off, counterclaim or defense, including the defense of usury, nor will the operation of any of the terms of the Mortgage Note and the Mortgage, or the exercise of any right thereunder, render the Mortgage unenforceable, in whole or in part, or subject to any right of rescission, set-off, counterclaim or defense, including the defense of usury and to the best of the Seller's knowledge, no such right of rescission, set-off, counterclaim or defense has been asserted by any Person other than the obligor with respect thereto; (vi) Pursuant to the terms of the Mortgage, all buildings or other improvements upon the Mortgaged Property are insured by a generally acceptable insurer against loss by fire, hazards of extended coverage and such other hazards as are customary in the area where the Mortgaged Property is located. If required by the Flood Disaster Protection Act of 1973, as amended, the Mortgage Loan is covered by a flood insurance policy meeting the requirements of the current guidelines of the Federal Insurance Administration. All individual insurance policies contain a standard mortgagee clause naming the Seller and its successors and assigns as mortgageemarketable title to, and all premiums thereon have been paid. The Mortgage obligates is the Mortgagor thereunder to maintain the hazard insurance policy at the Mortgagor's cost sole legal and expensebeneficial owner of, and on the Mortgagor's failure Closing Date until delivery thereof to do soBuyer, authorizes subject to Section 4, Seller will continue to have good and marketable title to, and be the holder sole legal and beneficial owner of, the Seller’s Notes in the principal amount set forth above (including as such amount may be increased as set forth above), free and clear of all liabilities, claims, liens, options, proxies, charges, participations and encumbrances of any kind or character whatsoever, arising out of any act of Seller or otherwise. (c) Seller is a “Qualified Institutional Buyer” as defined under Rule 144A of the Mortgage Securities Act of 1933, as amended (the “Securities Act”). Seller is a sophisticated, experienced and well-informed institutional investor and has knowledge and experience in financial and business matters as to obtain be capable of evaluating the merits, risks and maintain such insurance at such Mortgagor's cost and expense, and to seek reimbursement therefor from the Mortgagor. 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 any hazard insurance policy covering the common facilities of a planned unit development. To the best of the 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 insure to the benefit of the Purchaser upon the consummation advisability of the transactions contemplated by this Agreement. The Seller has not engaged in, understands the merits and has no knowledge economic risks associated with the sale of the Mortgagor's having engaged in, any act or omission which would impair the coverage of any such policy, the benefits Seller’s Notes under this Agreement and is entering into this Agreement with a full understanding of the endorsement provided for herein, or the validity terms under this Agreement and binding effect of either including, without limitation, 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, such merits and no such unlawful items have been received, retained or realized by the Sellereconomics risk.

Representations, Warranties and Agreements of Seller. (a) The Seller hereby represents and warrants to the Purchaser that as of the date hereof and as of each respective Closing Date (or as of such other date as is specified in the related representation or dates warranty) as may be expressly set forth below):follows: (i) The Seller has been duly created and is duly incorporated, validly existing and in good standing as a corporation Federal Savings Bank under the laws of the State of Delaware. The Seller has full power and authority corporate and otherwise) to own its properties and conduct its business as presently conducted by it, and to enter into and perform its obligations under the Program Documents, and to sell each Mortgage Loan, and holds all licenses necessary to carry on its business as now being conducted and is licensed in, qualified to transact business in and is in good standing under the laws of each state in which any Mortgaged Property is located if the laws of such state require licensing or qualification in order to conduct business of the type conducted by the Seller, and in any event the Seller was and is in compliance with the laws of any such state to the extent necessary to ensure the enforceability of each Mortgage Loan.United States; (ii) This Agreement, the Master Servicing Agreement and the Custodial Letter Agreement each has been duly authorized, executed and delivered by the Seller, and each, assuming the due authorization, The execution and delivery thereof by the Purchaser and the enforceability thereof against the Purchaser, constitutes the legal, valid and binding agreement of the Seller, enforceable against the Seller in accordance with its terms, except as the enforceability thereof may be limited by bankruptcy, insolvency, liquidation, moratorium, reorganization or other similar laws affecting the rights of creditors generally or by general principles of equity, regardless of whether enforcement is sought in a proceeding in equity or at law. (iii) As of the respective Closing Date, the Purchase Price and Terms Letter has been duly authorized, executed and delivered by the Seller, and the Purchase Price and Terms Letter, assuming the due authorization, execution and delivery thereof by the Purchaser and the enforceability thereof against the Purchaser, constitutes the legal, valid and binding agreement of the Seller, enforceable against the Seller in accordance with its terms, except as the enforceability thereof may be limited by bankruptcy, insolvency, liquidation, moratorium, reorganization or other similar laws affecting the rights of creditors generally or by general principles of equity, regardless of whether enforcement is sought in a proceeding in equity or at law. (iv) As of the respective Closing Date, the Warranty Xxxx of Sale has been duly authorized, executed and delivered by the Seller, and the Warranty Xxxx of Sale constitutes the legal, valid and binding agreement of the Seller, enforceable against the Seller in accordance with its terms, except as the enforceability thereof may be limited by bankruptcy, insolvency, liquidation, moratorium, reorganization or other similar laws affecting the rights of creditors generally or by general principles of equity, regardless of whether enforcement is sought in a proceeding in equity or at law. (v) The representations and warranties made this Agreement by the Seller under and its performance of and compliance with the Master Servicing terms of this Agreement and will not violate the Warranty Xxxx of Sale are true and correct Seller's charter or by-laws or will not conflict with or result in all material respects on the respective Closing Date. (vi) Neither the delivery of the Mortgage Loans to the Purchaser, nor the sale of the Mortgage Loans to the Purchaser, nor the execution or delivery of the Program Documents, nor the consummation a breach of any of the Transactions herein terms or therein contemplatedprovisions of, nor the fulfillment of the terms hereof or thereof, will result in the breach of any term or provision of the certificate of incorporation or by-laws of the Seller, or conflict with, result in a material breach or violation or an acceleration of or constitute a default under under, any material term indenture, mortgage, deed of any indenture trust, loan agreement or other material agreement or instrument to which the Seller is a party or by which the Seller or to which any of the property or assets of the Seller is boundsubject; (iii) This Agreement, assuming due authorization, execution and delivery by the Purchaser, constitutes a valid and legally binding obligation of the Seller, enforceable against the Seller in accordance with its terms, subject, as to enforcement, to bankruptcy, insolvency, reorganization and other similar laws of general applicability relating to or affecting creditors' rights and to general equity principles, regardless of whether such enforcement is considered in a proceeding in equity or at law; (iv) The Seller is not in default with respect to any order or decree of any court or any statuteorder, order regulation or regulation applicable to 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 Seller of any court, regulatory body, administrative agency, governmental body or arbitrator having jurisdiction over the Seller.its properties or might have consequences that would affect its performance hereunder; (viiv) There are no actions, proceedings or investigations No litigation is pending or, to the best of the Seller's knowledge, threatened against the Seller thatwhich would prohibit its entering into this Agreement or performing its obligations under this Agreement; (vi) The Seller is an approved conventional seller/servicer for FNMA or FHLMC in good standing; (vii) The consummation of the transactions contemplated by this Agreement are in the ordinary course of business of the Seller, and the transfer, assignment and conveyance of the Mortgage Notes and the Mortgages by the Seller pursuant to this Agreement is not subject to the bulk transfer or any similar statutory provisions in effect in the State of Michigan; (viii) With respect to each Mortgage Loan: (a) that the information set forth in the Mortgage Loan Schedule appearing as an exhibit to this Agreement is true and correct in all material respects at the date or dates respecting which such information is furnished as specified therein; (b) the Seller is the sole owner and holder of each Mortgage Loan free and clear of all liens, pledges, charges or security interests of any nature and has full right and authority, subject to no interest or participation of, or agreement with, any other party, to sell and assign the same; (c) no payment of principal of or interest on or in respect of any Mortgage Loan is 30 days or more past due from the Due Date of such payment; (d) to the best of the Seller's judgmentknowledge, if determined adversely as of the date of the transfer of the Mortgage Loans to the Purchaser, there is no valid offset, defense or counterclaim to any Mortgage Note or Mortgage; (e) there is no proceeding pending, or to the best of the Seller's knowledge, would prevent threatened for the consummation total or partial condemnation of any of the Transactions real property, together with any improvements thereto, securing the indebtedness of the Mortgagor under the related Mortgage Loan (the "Mortgaged Property") and the Mortgaged Property is free of material damage and is in good repair and neither the Mortgaged Property nor any improvement located on or being part of the Mortgaged Property is in violation of any applicable zoning law or regulation; (f) that each Mortgage Loan complies in all material respects with applicable state or federal laws, regulations and other requirements, pertaining to usury, equal credit opportunity and disclosure laws, and each Mortgage Loan was not usurious at the time of origination; (g) to the best of the Seller's knowledge, all insurance premiums previously due and owing with respect to each Mortgaged Property have been paid and all taxes and governmental assessments previously due and owing, and which may become a lien against the Mortgaged Property, with respect to the Mortgaged Property have been paid; (h) that each Mortgage Note and the related Mortgage are genuine and each is the legal, valid and binding obligation of the maker thereof, enforceable in accordance with its terms except as such enforcement may be limited by bankruptcy, insolvency, reorganization or other similar laws affecting the enforcement of creditors' rights generally and by general equity principles (regardless of whether such enforcement is considered in a proceeding in equity or at law); all parties to the Mortgage Note and the Mortgage had legal capacity to execute the Mortgage Note and the Mortgage; and each Mortgage Note and Mortgage have been duly and properly executed by the Mortgagor; (i) that each Mortgage is a valid and enforceable first lien on the property securing the related Mortgage Note, and that each Mortgage Loan is covered by an ALTA mortgagee title insurance policy or other form of policy or insurance generally acceptable to FNMA or FHLMC, issued by, and is a valid and binding obligation of, a title insurer acceptable to FNMA or FHLMC insuring the originator, its successor and assigns, as to the lien of the Mortgage in the original principal amount of the Mortgage Loan subject only to (a) the lien of current real property taxes and assessments not yet due and payable, (b) covenants, conditions and restrictions, rights of way, easements and other matters of public record as of the date of recording of such Mortgage acceptable to mortgage lending institutions in the area in which the Mortgaged Property is located or specifically referred to in the appraisal performed in connection with the origination of the related Mortgage Loan and (c) such other matters to which like properties are commonly subject which do not individually, or in the aggregate, materially interfere with the benefits of the security intended to be provided by the Mortgage; (j) neither the Seller nor any prior holder of any Mortgage has, except as the Mortgage File may reflect, modified the Mortgage in any material respect; satisfied, cancelled or subordinated such Mortgage in whole or in part; released such Mortgaged Property in whole or in part from the lien of the Mortgage; or executed any instrument of release, cancellation, modification or satisfaction; (k) that each Mortgaged Property consists of a fee simple estate or condominium form of ownership in real property; (l) the condominium projects that include the condominiums that are the subject of any condominium loan are generally acceptable to FNMA or FHLMC; (m) no foreclosure action is threatened or has been commenced (except for the filing of any notice of default) with respect to the Mortgage Loan; and except for payment delinquencies not in excess of 30 days, to the best of the Seller's knowledge, there is no default, breach, violation or event of acceleration existing under the Mortgage or the related Mortgage Note and no event which, with the passage of time or with notice and the expiration of any grace or cure period, would materially constitute a default, breach, violation or event of acceleration; and the Seller has not waived any default, breach, violation or event of acceleration; (n) that each Mortgage Loan was originated on FNMA or FHLMC uniform instruments for the state in which the mortgaged property is located; (o) that based upon a representation by each Mortgagor at the time of origination or assumption of the applicable Mortgage Loan, 100% of the Mortgage Loans measured by Principal Balance were to be secured by owner-occupied residences and no more than 0% of the Mortgage Loans measured by Principal Balance were to be secured by non-owner-occupied residences; (p) that an appraisal of each Mortgaged Property was conducted at the time of origination of the related Mortgage Loan, and that each such appraisal was conducted in accordance with FNMA or FHLMC criteria, on FNMA or FHLMC forms and comparables on at least three properties were obtained; (q) that no Mortgage Loan had a Loan-to-Value Ratio at origination in excess of 95%; (r) the Mortgage Loans were not selected in a manner to adversely affect the interests of the Purchaser in any of the Mortgage Loans, the validity or enforceability of any of the Program Documents or the ability of and the Seller knows of no conditions which reasonably would cause it to fulfill the terms of expect any of the Program Documents.Mortgage Loan to become delinquent or otherwise lose value; (viiis) The each Mortgage Loans were Loan was either (A) originated directly by or closed in the Seller or by name of either: (i) a savings and loan association, a savings bank, a commercial bank bank, credit union, insurance company, or similar banking institution that which is supervised and examined by a Federal federal or state banking authority, authority or (ii) a mortgagee approved by the Secretary of the Department of Housing and Urban Development pursuant to Section Sections 203 and 211 of the National Housing Act or a FNMA- (B) originated or FHLMC-approved seller.underwritten by an entity employing underwriting standards consistent with the underwriting standards of an institution as described in subclause (A)(i) or (A)(ii) above; (bt) The Seller hereby represents and warrants to the Purchaser, as to each Mortgage Loan as is a "qualified mortgage" within the meaning of each respective Closing Date or such other date as may be specified below, that: (i) The information set forth in Section 860G of the Mortgage Loan Schedule is true and correct in all material respectsInternal Revenue Code of 1986; (iiu) As of the related Closing Date, the each Mortgage Loan that has a Loan-to-Value Ratio in excess of 80% is not delinquent in payment more than 29 days and the Mortgage Loan has not been dishonoredcovered by a primary mortgage insurance policy; the Mortgage Loan has never been delinquent in payment for more than 59 days and has not more than once during the twelve months preceding the Cut-Off Date been delinquent in payment for more than 30 days; there are no material defaults under the terms of the Mortgage Loan; the Seller has not advanced funds, or induced, solicited or knowingly received any advance of funds from a party other than the owner of the Mortgaged Property subject to the Mortgage, directly or indirectly, for the payment of any amount required by the Mortgage Loan; (iii) To the best of the Seller's knowledge, there are no delinquent taxes or other outstanding charges affecting the related Mortgaged Property which would permit a taxing authority to initiate foreclosure proceedings against the Mortgaged Property; (iv) The terms of the Mortgage Note and the Mortgage have not been impaired, waived, altered or modified in any respect, except by written instruments contained in the Mortgage File, the substance of which waiver, alteration or modification is reflected on the Mortgage Loan Schedule. No Mortgagor has been released, in whole or in part, except in connection with an assumption agreement which assumption agreement is part of the Mortgage File and the terms of which are reflected in the Mortgage Loan Schedule;and (v) The Mortgagor has not asserted that no Mortgage Loan permits negative amortization or the deferral of accrued interest. It is understood and agreed that the Mortgage Note representations and warranties set forth in this Section 8 shall survive the Mortgage are subject to any right of rescission, set-off, counterclaim or defense, including the defense of usury, nor will the operation of any of the terms sale of the Mortgage Note and the Mortgage, or the exercise of any right thereunder, render the Mortgage unenforceable, in whole or in part, or subject to any right of rescission, set-off, counterclaim or defense, including the defense of usury and Loans to the best of the Seller's knowledge, no such right of rescission, set-off, counterclaim or defense has been asserted by any Person other than the obligor with respect thereto; (vi) Pursuant to the terms of the Mortgage, all buildings or other improvements upon the Mortgaged Property are insured by a generally acceptable insurer against loss by fire, hazards of extended coverage Purchaser and such other hazards as are customary in the area where the Mortgaged Property is located. If required by the Flood Disaster Protection Act of 1973, as amended, the Mortgage Loan is covered by a flood insurance policy meeting the requirements of the current guidelines of the Federal Insurance Administration. All individual insurance policies contain a standard mortgagee clause naming the Seller and its successors and assigns as mortgagee, and all premiums thereon have been paid. 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. 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 any hazard insurance policy covering the common facilities of a planned unit development. To the best of the 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 insure shall inure to the benefit of the Purchaser, notwithstanding any restrictive or qualified endorsement on any Mortgage Note or assignment of Mortgage or the examination of any Mortgage File. Upon discovery by either the Seller, the Purchaser upon the consummation or its designees of a breach of any of the transactions contemplated foregoing representations or warranties of the Seller which materially and adversely affects (1) the value of any of the Mortgage Loans actually delivered or (2) the interests of the Purchaser therein, the party discovering such breach shall give prompt written notice to the other. Within 90 (ninety) days of its discovery or its receipt of notice of any such breach of a representation or warranty, the Seller shall, with respect to the Mortgage Loan(s) to which such breach relates, (i) cure such breach in all material respects (except for a breach of that portion of the representation and warranty relating to any casualty from the presence of hazardous waste or hazardous substances), (ii) repurchase such Mortgage Loan or Mortgage Loans (or any property acquired in respect thereof) from the Purchaser at the Purchase Price, as adjusted for the then current principal balance or (iii) within the 90 (ninety)-day period following the Closing Date substitute another mortgage loan for such Mortgage Loan. Such substitute mortgage loan shall on the date of substitution, (i) have a principal balance not in excess of the principal balance of the defective Mortgage Loan, (ii) be accruing interest at a rate of interest at least equal to that of the defected Mortgage Loan, (iii) have a remaining term to stated maturity not greater than, and not more than two years less than, that of the Mortgage Loan so substituted, (iv) have an original loan-to-value ratio not higher than that of the Mortgage Loan so substituted and a current loan-to-value ratio not higher than that of the Mortgage Loan so substituted, and (v) comply with all the representations and warranties relating to Mortgage Loans set forth herein, as of the date of substitution (such mortgage loan being referred to herein as a "Qualifying Substitute Mortgage Loan"). Except as set forth in Section 13 hereof, it is understood and agreed that the obligations of the Seller set forth in this Section 8 to cure, substitute for or repurchase a defective Mortgage Loan constitute the sole remedies of the Purchaser respecting a breach of the foregoing representations and warranties. The Purchaser, upon receipt by it of the full amount of the Purchase Price as adjusted for the then current principal balance for a Mortgage Loan that is repurchased, or upon receipt of the Mortgage File for a Qualifying Substitute Mortgage Loan for a Mortgage Loan that is substituted or repurchased, shall release or cause to be released and reassign to the Seller the related Mortgage File for the Mortgage Loan that is substituted and shall execute and deliver such instruments of transfer or assignment, in each case without recourse, representation, or warranty, as shall be necessary to vest in the Seller or its designee or assignee title to any such substituted Mortgage Loan released pursuant hereto, free and clear of all security interests, liens and other encumbrances created by this Agreement. The , which instruments shall be prepared by the Seller has not engaged inat its expense and shall be reasonably acceptable to the Purchaser, and has the Purchaser shall have no knowledge further responsibility with respect to the Mortgage File relating to such Mortgage Loan that is substituted. Any cause of action against the Seller or relating to or arising out of the Mortgagor's having engaged in, any act or omission which would impair the coverage breach of any representations and warranties made in this Section 8 shall accrue as to any Mortgage Loan upon (i) discovery of such policybreach by the Purchaser or notice thereof by the Seller to the Purchaser, (ii) failure by the benefits of the endorsement provided for hereinSeller to cure such breach, repurchase such Mortgage Loan or the validity and binding effect of either including, without limitation, 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 entitysubstitute a Qualifying Substitute Mortgage Loan as specified above, and no such unlawful items have been received, retained or realized (iii) demand upon the Seller by the SellerPurchaser for all amounts payable in respect of such Mortgage Loan.

Representations, Warranties and Agreements of Seller. (a) The Seller hereby represents and warrants to the Purchaser that as of the date hereof and as of each respective Closing Date (or as of such other date as is specified in the related representation or dates warranty) as may be expressly set forth below):follows: (i) The Seller has been duly created and is duly incorporated, validly existing and in good standing as a corporation Federal Savings Bank under the laws of the State of Delaware. The Seller has full power and authority corporate and otherwise) to own its properties and conduct its business as presently conducted by it, and to enter into and perform its obligations under the Program Documents, and to sell each Mortgage Loan, and holds all licenses necessary to carry on its business as now being conducted and is licensed in, qualified to transact business in and is in good standing under the laws of each state in which any Mortgaged Property is located if the laws of such state require licensing or qualification in order to conduct business of the type conducted by the Seller, and in any event the Seller was and is in compliance with the laws of any such state to the extent necessary to ensure the enforceability of each Mortgage Loan.United States; (ii) This Agreement, the Master Servicing Agreement and the Custodial Letter Agreement each has been duly authorized, executed and delivered by the Seller, and each, assuming the due authorization, The execution and delivery thereof by the Purchaser and the enforceability thereof against the Purchaser, constitutes the legal, valid and binding agreement of the Seller, enforceable against the Seller in accordance with its terms, except as the enforceability thereof may be limited by bankruptcy, insolvency, liquidation, moratorium, reorganization or other similar laws affecting the rights of creditors generally or by general principles of equity, regardless of whether enforcement is sought in a proceeding in equity or at law. (iii) As of the respective Closing Date, the Purchase Price and Terms Letter has been duly authorized, executed and delivered by the Seller, and the Purchase Price and Terms Letter, assuming the due authorization, execution and delivery thereof by the Purchaser and the enforceability thereof against the Purchaser, constitutes the legal, valid and binding agreement of the Seller, enforceable against the Seller in accordance with its terms, except as the enforceability thereof may be limited by bankruptcy, insolvency, liquidation, moratorium, reorganization or other similar laws affecting the rights of creditors generally or by general principles of equity, regardless of whether enforcement is sought in a proceeding in equity or at law. (iv) As of the respective Closing Date, the Warranty Xxxx of Sale has been duly authorized, executed and delivered by the Seller, and the Warranty Xxxx of Sale constitutes the legal, valid and binding agreement of the Seller, enforceable against the Seller in accordance with its terms, except as the enforceability thereof may be limited by bankruptcy, insolvency, liquidation, moratorium, reorganization or other similar laws affecting the rights of creditors generally or by general principles of equity, regardless of whether enforcement is sought in a proceeding in equity or at law. (v) The representations and warranties made this Agreement by the Seller under and its performance of and compliance with the Master Servicing terms of this Agreement and will not violate the Warranty Xxxx of Sale are true and correct Seller's charter or by-laws or will not conflict with or result in all material respects on the respective Closing Date. (vi) Neither the delivery of the Mortgage Loans to the Purchaser, nor the sale of the Mortgage Loans to the Purchaser, nor the execution or delivery of the Program Documents, nor the consummation a breach of any of the Transactions herein terms or therein contemplatedprovisions of, nor the fulfillment of the terms hereof or thereof, will result in the breach of any term or provision of the certificate of incorporation or by-laws of the Seller, or conflict with, result in a material breach or violation or an acceleration of or constitute a default under under, any material term indenture, mortgage, deed of any indenture trust, loan agreement or other material agreement or instrument to which the Seller is a party or by which the Seller or to which any of the property or assets of the Seller is boundsubject; (iii) This Agreement, assuming due authorization, execution and delivery by the Purchaser, constitutes a valid and legally binding obligation of the Seller, enforceable against the Seller in accordance with its terms, subject, as to enforcement, to bankruptcy, insolvency, reorganization and other similar laws of general applicability relating to or affecting creditors' rights and to general equity principles, regardless of whether such enforcement is considered in a proceeding in equity or at law; (iv) The Seller is not in default with respect to any order or decree of any court or any statuteorder, order regulation or regulation applicable to 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 Seller of any court, regulatory body, administrative agency, governmental body or arbitrator having jurisdiction over the Seller.its properties or might have consequences that would affect its performance hereunder; (viiv) There are no actions, proceedings or investigations No litigation is pending or, to the best of the Seller's knowledge, threatened against the Seller thatwhich would prohibit its entering into this Agreement or performing its obligations under this Agreement; (vi) The Seller is an approved conventional seller/servicer for FNMA or FHLMC in good standing; (vii) The consummation of the transactions contemplated by this Agreement are in the ordinary course of business of the Seller, and the transfer, assignment and conveyance of the Mortgage Notes and the Mortgages by the Seller pursuant to this Agreement is not subject to the bulk transfer or any similar statutory provisions in effect in the State of Michigan; (viii) With respect to each Mortgage Loan: (a) that the information set forth in the Mortgage Loan Schedule appearing as an exhibit to this Agreement is true and correct in all material respects at the date or dates respecting which such information is furnished as specified therein; (b) the Seller is the sole owner and holder of each Mortgage Loan free and clear of all liens, pledges, charges or security interests of any nature and has full right and authority, subject to no interest or participation of, or agreement with, any other party, to sell and assign the same; (c) no payment of principal of or interest on or in respect of any Mortgage Loan is 30 days or more past due from the Due Date of such payment; (d) to the best of the Seller's judgmentknowledge, if determined adversely as of the date of the transfer of the Mortgage Loans to the Purchaser, there is no valid offset, defense or counterclaim to any Mortgage Note or Mortgage; (e) there is no proceeding pending, or to the best of the Seller's knowledge, would prevent threatened for the consummation total or partial condemnation of any of the Transactions real property, together with any improvements thereto, securing the indebtedness of the Mortgagor under the related Mortgage Loan (the "Mortgaged Property") and the Mortgaged Property is free of material damage and is in good repair and neither the Mortgaged Property nor any improvement located on or being part of the Mortgaged Property is in violation of any applicable zoning law or regulation; (f) that each Mortgage Loan complies in all material respects with applicable state or federal laws, regulations and other requirements, pertaining to usury, equal credit opportunity and disclosure laws, and each Mortgage Loan was not usurious at the time of origination; (g) to the best of the Seller's knowledge, all taxes, governmental assessments and insurance premiums previously due and owing, and which may become a lien against the Mortgaged Property, with respect to the Mortgaged Property have been paid; (h) that each Mortgage Note and the related Mortgage are genuine and each is the legal, valid and binding obligation of the maker thereof, enforceable in accordance with its terms except as such enforcement may be limited by bankruptcy, insolvency, reorganization or other similar laws affecting the enforcement of creditors' rights generally and by general equity principles (regardless of whether such enforcement is considered in a proceeding in equity or at law); all parties to the Mortgage Note and the Mortgage had legal capacity to execute the Mortgage Note and the Mortgage; and each Mortgage Note and Mortgage have been duly and properly executed by the Mortgagor; (i) that each Mortgage is a valid and enforceable first lien on the property securing the related Mortgage Note, and that each Mortgage Loan is covered by an ALTA mortgagee title insurance policy or other form of policy or insurance generally acceptable to FNMA or FHLMC, issued by, and is a valid and binding obligation of, a title insurer acceptable to FNMA or FHLMC insuring the originator, its successor and assigns, as to the lien of the Mortgage in the original principal amount of the Mortgage Loan subject only to (a) the lien of current real property taxes and assessments not yet due and payable, (b) covenants, conditions and restrictions, rights of way, easements and other matters of public record as of the date of recording of such Mortgage acceptable to mortgage lending institutions in the area in which the Mortgaged Property is located or specifically referred to in the appraisal performed in connection with the origination of the related Mortgage Loan and (c) such other matters to which like properties are commonly subject which do not individually, or in the aggregate, materially interfere with the benefits of the security intended to be provided by the Mortgage; (j) neither the Seller nor any prior holder of any Mortgage has, except as the Mortgage File may reflect, modified the Mortgage in any material respect; satisfied, cancelled or subordinated such Mortgage in whole or in part; released such Mortgaged Property in whole or in part from the lien of the Mortgage; or executed any instrument of release, cancellation, modification or satisfaction; (k) that each Mortgaged Property consists of a fee simple estate, a leasehold estate or condominium form of ownership in real property; (l) the condominium projects that include the condominiums that are the subject of any condominium loan are generally acceptable to FNMA or FHLMC; (m) no foreclosure action is threatened or has been commenced (except for the filing of any notice of default) with respect to the Mortgage Loan; and except for payment delinquencies not in excess of 30 days, to the best of the Seller's knowledge, there is no default, breach, violation or event of acceleration existing under the Mortgage or the related Mortgage Note and no event which, with the passage of time or with notice and the expiration of any grace or cure period, would materially constitute a default, breach, violation or event of acceleration; and the Seller has not waived any default, breach, violation or event of acceleration; (n) Each Mortgage Loan was originated on FNMA or FHLMC uniform instruments for the state in which the mortgaged property is located; (o) that based upon a representation by each Mortgagor at the time of origination or assumption of the applicable Mortgage Loan, 100% of the Mortgage Loans measured by Principal Balance were to be secured by owner-occupied residences and no more than 0% of the Mortgage Loans measured by Principal Balance were to be secured by non-owner-occupied residences; (p) that an appraisal of each Mortgaged Property was conducted at the time of origination of the related Mortgage Loan, and that each such appraisal was conducted in accordance with FNMA or FHLMC criteria, on FNMA or FHLMC forms and comparables on at least three properties were obtained; (q) that no Mortgage Loan had a Loan-to-Value Ratio at origination in excess of 95%; (r) the Mortgage Loans were not selected in a manner to adversely affect the interests of the Purchaser in any of the Mortgage Loans, the validity or enforceability of any of the Program Documents or the ability of and the Seller knows of no conditions which reasonably would cause it to fulfill the terms of expect any of the Program Documents.Mortgage Loan to become delinquent or otherwise lose value; (viiis) The each Mortgage Loans were Loan was either (A) originated directly by or closed in the Seller or by name of either: (i) a savings and loan association, a savings bank, a commercial bank bank, credit union, insurance company, or similar banking institution that which is supervised and examined by a Federal federal or state banking authority, authority or (ii) a mortgagee approved by the Secretary of the Department of Housing and Urban Development pursuant to Section Sections 203 and 211 of the National Housing Act or a FNMA- (B) originated or FHLMC-approved seller.underwritten by an entity employing underwriting standards consistent with the underwriting standards of an institution as described in subclause (A)(i) or (A)(ii) above; (bt) The Seller hereby represents and warrants to the Purchaser, as to each Mortgage Loan as is a "qualified mortgage" within the meaning of each respective Closing Date or such other date as may be specified below, that:Section 860G of the Internal Revenue Code of 1986; and (iu) The information set forth in the each Mortgage Loan Schedule is true and correct that has a Loan-to-Value Ratio in all material respects; (ii) As excess of the related Closing Date, the Mortgage Loan is not delinquent in payment more than 29 days and the Mortgage Loan has not been dishonored; the Mortgage Loan has never been delinquent in payment for more than 59 days and has not more than once during the twelve months preceding the Cut-Off Date been delinquent in payment for more than 30 days; there are no material defaults under the terms of the Mortgage Loan; the Seller has not advanced funds, or induced, solicited or knowingly received any advance of funds from a party other than the owner of the Mortgaged Property subject to the Mortgage, directly or indirectly, for the payment of any amount required by the Mortgage Loan; (iii) To the best of the Seller's knowledge, there are no delinquent taxes or other outstanding charges affecting the related Mortgaged Property which would permit a taxing authority to initiate foreclosure proceedings against the Mortgaged Property; (iv) The terms of the Mortgage Note and the Mortgage have not been impaired, waived, altered or modified in any respect, except by written instruments contained in the Mortgage File, the substance of which waiver, alteration or modification is reflected on the Mortgage Loan Schedule. No Mortgagor has been released, in whole or in part, except in connection with an assumption agreement which assumption agreement is part of the Mortgage File and the terms of which are reflected in the Mortgage Loan Schedule; (v) The Mortgagor has not asserted that the Mortgage Note and the Mortgage are subject to any right of rescission, set-off, counterclaim or defense, including the defense of usury, nor will the operation of any of the terms of the Mortgage Note and the Mortgage, or the exercise of any right thereunder, render the Mortgage unenforceable, in whole or in part, or subject to any right of rescission, set-off, counterclaim or defense, including the defense of usury and to the best of the Seller's knowledge, no such right of rescission, set-off, counterclaim or defense has been asserted by any Person other than the obligor with respect thereto; (vi) Pursuant to the terms of the Mortgage, all buildings or other improvements upon the Mortgaged Property are insured by a generally acceptable insurer against loss by fire, hazards of extended coverage and such other hazards as are customary in the area where the Mortgaged Property is located. If required by the Flood Disaster Protection Act of 1973, as amended, the Mortgage Loan 80% is covered by a flood primary mortgage insurance policy meeting policy. It is understood and agreed that the requirements of representations and warranties set forth in this Section 8 shall survive the current guidelines of the Federal Insurance Administration. All individual insurance policies contain a standard mortgagee clause naming the Seller and its successors and assigns as mortgagee, and all premiums thereon have been paid. 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 sale of the Mortgage Loans to obtain the Purchaser and maintain such insurance at such Mortgagor's cost and expense, and to seek reimbursement therefor from the Mortgagor. 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 any hazard insurance policy covering the common facilities of a planned unit development. To the best of the 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 insure shall inure to the benefit of the Purchaser, notwithstanding any restrictive or qualified endorsement on any Mortgage Note or assignment of Mortgage or the examination of any Mortgage File. Upon discovery by either the Seller, the Purchaser upon the consummation or its designees of a breach of any of the transactions contemplated by this Agreement. The Seller has not engaged in, and has no knowledge foregoing representations or warranties of the Mortgagor's having engaged inSeller which materially and adversely affects (1) the value of any of the Mortgage Loans actually delivered or (2) the interests of the Purchaser therein, any act the party discovering such breach shall give prompt written notice to the other. Within 90 (ninety) days of its discovery or omission which would impair the coverage its receipt of notice of any such policybreach of a representation or warranty, the benefits Seller shall, with respect to the Mortgage Loan(s) to which such breach relates, (i) cure such breach in all material respects (except for a breach of that portion of the endorsement provided representation and warranty relating to any casualty from the presence of hazardous waste or hazardous substances), (ii) repurchase such Mortgage Loan or Mortgage Loans (or any property acquired in respect thereof) from the Purchaser at the Purchase Price, as adjusted for hereinthe then current principal balance or (iii) within the 90 (ninety)-day period following the Closing Date substitute another mortgage loan for such Mortgage Loan. Such substitute mortgage loan shall on the date of substitution, or the validity and binding effect of either including, without limitation, 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 (i) have been received, retained or realized by the Seller.a principal

Representations, Warranties and Agreements of Seller. (a) The Seller represents hereby represents, warrants and warrants agrees to the Purchaser that as of the date hereof and as of each respective the Closing Date (or as of such other date or dates as may be expressly set forth below):that: (ia) The Seller is a limited liability company duly incorporatedorganized, validly existing and in good standing as a corporation under the laws of the State of Delaware. The ; (b) Seller has the full power power, right and authority corporate to execute, deliver and otherwise) to own its properties and conduct its business as presently conducted by itperform, and to enter into and perform its obligations under the Program Documentsconsummate all transactions contemplated by this Agreement, and the full right and authority to sell each Mortgage Loanall legal and equitable interests in the Property, free of any participation interests currently existing therein; (c) Each individual and/or entity signing this Agreement on behalf of Seller has been duly authorized by Seller to execute and holds all licenses necessary to carry deliver this Agreement on its business as now being conducted and is licensed in, qualified to transact business in and is in good standing under the laws behalf of each state in which any Mortgaged Property is located if the laws of such state require licensing or qualification in order to conduct business of the type conducted by the Seller, and in any event the Seller was and is in compliance with the laws of any such state to the extent necessary to ensure the enforceability of each Mortgage Loan. (ii) This Agreement, the Master Servicing Agreement and the Custodial Letter Agreement each has been duly authorized, executed and delivered this Agreement; (d) This Agreement and the other instruments and documents required to be delivered by the Seller hereunder, when duly executed and delivered by Seller, and each, assuming the due authorization, execution and delivery thereof by the Purchaser and the enforceability thereof against the Purchaser, constitutes the shall constitute legal, valid and binding agreement obligations of the Seller, enforceable against the Seller in accordance with its their terms, except as the enforceability thereof may be limited by bankruptcy, insolvency, liquidation, moratorium, reorganization or other similar laws affecting the rights of creditors generally or by general principles of equity, regardless of whether enforcement is sought in a proceeding in equity or at law.; (iii) As of the respective Closing Date, the Purchase Price and Terms Letter has been duly authorized, executed and delivered by the Seller, and the Purchase Price and Terms Letter, assuming the due authorization, execution and delivery thereof by the Purchaser and the enforceability thereof against the Purchaser, constitutes the legal, valid and binding agreement of the Seller, enforceable against the Seller in accordance with its terms, except as the enforceability thereof may be limited by bankruptcy, insolvency, liquidation, moratorium, reorganization or other similar laws affecting the rights of creditors generally or by general principles of equity, regardless of whether enforcement is sought in a proceeding in equity or at law. (iv) As of the respective Closing Date, the Warranty Xxxx of Sale has been duly authorized, executed and delivered by the Seller, and the Warranty Xxxx of Sale constitutes the legal, valid and binding agreement of the Seller, enforceable against the Seller in accordance with its terms, except as the enforceability thereof may be limited by bankruptcy, insolvency, liquidation, moratorium, reorganization or other similar laws affecting the rights of creditors generally or by general principles of equity, regardless of whether enforcement is sought in a proceeding in equity or at law. (ve) The representations execution, delivery and warranties made performance of this Agreement by Seller does not materially conflict with the Seller under the Master Servicing Agreement and the Warranty Xxxx organizational documents of Sale are true and correct in all material respects on the respective Closing Date. (vi) Neither the delivery of the Mortgage Loans to the Purchaser, nor the sale of the Mortgage Loans to the Purchaser, nor the execution or delivery of the Program Documents, nor the consummation of any of the Transactions herein or therein contemplated, nor the fulfillment of the terms hereof or thereof, will result in the breach of any term or provision of the certificate of incorporation or by-laws of the Seller, or conflict withwith any agreement, result in contract, law, statute or regulation applicable to Seller, nor, to Seller’s knowledge, constitute a material breach or violation or an acceleration of or constitute a default under any material term of any indenture or other agreement or instrument to which the Seller is a party or by which the Seller is bound; (f) Seller is not a foreign person and is a “United States Person” as such term is defined in Section 7701(a)(30) of the Internal Revenue Code of 1986, as amended; (g) Neither Seller nor any of its affiliates has dealt or negotiated with, or engaged on its own behalf or for its benefit, any statuteperson or entity as an agent, order broker, dealer or regulation applicable otherwise who is entitled to a commission or fee in connection with the purchase of the Property by Purchaser; (h) No petition has been filed by or against Seller under the Federal Bankruptcy Code or any similar State or Federal Law; (i) To Seller’s knowledge, neither Seller nor any person, group, entity or nation that Seller is acting, directly or indirectly for, or on behalf of, is named by any Executive Order (including the September 24, 2001, Executive Order Blocking Property and Prohibiting Transactions With Persons Who Commit, Threaten to Commit, or Support Terrorism) or the United States Treasury Department as a terrorist, “Specially Designated National and Blocked Person,” or is otherwise a banned or blocked person, group, entity, or nation pursuant to any Law that is enforced or administered by the Office of Foreign Assets Control, and Seller is not engaging in this transaction, directly or indirectly, on behalf of, or instigating or facilitating this transaction, directly or indirectly, on behalf of, any such person, group, entity or nation. Seller is not engaging in this transaction, directly or indirectly, in violation of any courtLaws relating to drug trafficking, regulatory bodymoney laundering or predicate crimes to money laundering. None of the funds of Seller have been or will be derived from any unlawful activity with the result that the investment of direct or indirect equity owners in Seller is prohibited by Law or that the transaction or this Agreement is or will be in violation of Law. Seller has and will continue to implement procedures, administrative agencyand has consistently and will continue to consistently apply those procedures, governmental body to ensure the foregoing representations and warranties remain true and correct at all times prior to Closing. For purposes of this Agreement, the term “Law” shall mean any municipal, county, state or arbitrator having jurisdiction over the Seller.Federal statutes, codes, ordinances, laws rules and regulations; and (viij) There are no actionsSeller’s Knowledge Representations. To Seller’s knowledge: (i) Except as listed in Exhibit K attached hereto and incorporated herein by this reference, proceedings Seller has not received any written notice of any current, pending or investigations pending or, to the Seller's knowledge, threatened litigation against the Seller that, in the Seller's judgmentwhich would, if determined adversely to the Seller, would prevent the consummation of any of the Transactions or would materially and adversely affect the interests of the Purchaser in any of the Mortgage LoansProperty, the validity or enforceability of any of the Program Documents or the ability of the Seller to fulfill the terms of any of the Program Documents. (viii) The Mortgage Loans were originated by the Seller or by a savings associationincluding, a savings bankwithout limitation, a commercial bank or similar banking institution that is supervised and examined by a Federal or state banking authority, a mortgagee approved by the Secretary of the Department of Housing and Urban Development pursuant to Section 203 and 211 of the National Housing Act or a FNMA- or FHLMC-approved seller. (b) The Seller hereby represents and warrants to the Purchaser, as to each Mortgage Loan as of each respective Closing Date or such other date as may be specified below, that: (i) The information set forth in the Mortgage Loan Schedule is true and correct in all material respects’s use and/or operation thereof; (ii) As of the related Closing Effective Date, the Mortgage Loan is not delinquent in payment more than 29 days and the Mortgage Loan has not been dishonored; the Mortgage Loan has never been delinquent in payment for more than 59 days and has not more than once during the twelve months preceding the Cut-Off Date been delinquent in payment for more than 30 days; there are no material defaults under the terms of the Mortgage Loan; the Seller has not advanced fundsentered into any contracts, subcontracts or induced, solicited or knowingly received any advance of funds from a party agreements affecting the Property which will be binding upon Purchaser after the Closing other than (i) the owner of contracts listed in Exhibit B attached hereto (the Mortgaged Property subject to “Contracts”), and (ii) the Mortgage, directly or indirectly, for leases listed in Exhibit B attached hereto (the payment of any amount required by the Mortgage Loan“Leases”); (iii) To Exclusive of any Contracts delivered to Purchaser by third parties, the best copies of the Seller's knowledgeContracts delivered solely by Seller to Purchaser pursuant to this Agreement are true, there are no delinquent taxes correct, and complete copies of all of the Contracts that Seller provided Purchaser. Except for defaults cured on or other outstanding charges affecting before the related Mortgaged Property which would permit a taxing authority to initiate foreclosure proceedings against Effective Date, Seller has not received nor given any written notices of default under the Mortgaged Propertyterms of any of the Contracts except as listed in Exhibit K attached hereto; (iv) The terms As of the Mortgage Note and the Mortgage have not been impaired, waived, altered or modified in any respect, except by written instruments contained in the Mortgage FileEffective Date, the substance only tenants of the Property are the tenants listed in Exhibit L attached hereto and incorporated herein by this reference; provided, however, that the foregoing is not intended (and shall not be construed) as a representation by Seller of the parties that are in actual possession of any portion of the Property since there may be subtenants, licensees or assignees that are in possession of portions of the Property of which waiver, alteration or modification is reflected on the Mortgage Loan Schedule. No Mortgagor has been released, in whole or in part, except in connection with an assumption agreement which assumption agreement is part of the Mortgage File and the terms of which are reflected in the Mortgage Loan Schedule;Seller may not be aware; and (v) The Mortgagor Exclusive of any Leases delivered to Purchaser by third parties, the copies of the Leases delivered solely by Seller to Purchaser pursuant to this Agreement are true, correct, and complete copies of all of the Leases that Seller provided Purchaser. Except for defaults cured on or before the Effective Date, Seller has not asserted that received nor given any written notices of default under the Mortgage Note and the Mortgage are subject to any right of rescission, set-off, counterclaim or defense, including the defense of usury, nor will the operation terms of any of the terms of the Mortgage Note and the MortgageLeases, or the exercise of any right thereunder, render the Mortgage unenforceable, except as listed in whole or in part, or subject to any right of rescission, set-off, counterclaim or defense, including the defense of usury and to the best of the Seller's knowledge, no such right of rescission, set-off, counterclaim or defense has been asserted by any Person other than the obligor with respect theretoExhibit K attached hereto; (vi) Pursuant to Except for violations cured or remedied on or before the terms of the MortgageEffective Date and except as listed in Exhibit K attached hereto, all buildings or other improvements upon the Mortgaged Property are insured by a generally acceptable insurer against loss by fire, hazards of extended coverage and such other hazards as are customary in the area where the Mortgaged Property is located. If required by the Flood Disaster Protection Act of 1973, as amended, the Mortgage Loan is covered by a flood insurance policy meeting the requirements of the current guidelines of the Federal Insurance Administration. All individual insurance policies contain a standard mortgagee clause naming the Seller and its successors and assigns as mortgagee, and all premiums thereon have been paid. 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. 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 any hazard insurance policy covering the common facilities of a planned unit development. To the best of the 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 insure to the benefit of the Purchaser upon the consummation of the transactions contemplated by this Agreement. The Seller has not engaged in, and has no knowledge of the Mortgagor's having engaged in, received any act written notice from any governmental authority or omission which would impair the coverage otherwise of any such policyviolation of any Law applicable to the Property, the benefits of the endorsement provided for herein, or the validity and binding effect of either including, without limitation, any Environmental Law (defined below); and (vii) Seller has received no unlawful fee, commission, kickback or other unlawful compensation or value written notice of any kind has been proceeding or will be received, retained or realized inquiry by any attorneygovernmental authority with respect to the presence of Hazardous Materials upon or under the Property or the migration thereof from or to other property. As used in this Agreement, firm or other person or entity, and no such unlawful items have been received, retained or realized by the Seller.“Hazardous Materials” means any

Representations, Warranties and Agreements of Seller. (a) The Seller represents Sellers, jointly and warrants to the Purchaser severally, hereby represent and warrant to, and agree with, Buyer that as of the date hereof and as of each respective Closing Date (or as of such other date or dates as may be expressly set forth below):Date: (i) The Seller 4.1 Red One is a corporation duly incorporatedorganized, validly existing and in good standing as a corporation under the laws of the State of DelawareNew Jersey. The Seller Red One has full the corporate power and authority corporate and otherwise) to own and/or lease its properties and to conduct its business as presently conducted by itthe Business in the manner and in the places where such properties are now owned, and to enter leased or operated or the Business is now conducted. 4.2 Sellers have has not granted any option or other right, nor has either Seller entered into and perform its obligations under the Program Documentsany agreement, and to sell each Mortgage Loan, and holds all licenses necessary to carry on its business as now being conducted and is licensed in, qualified to transact business in and is in good standing under the laws of each state in which any Mortgaged Property is located if the laws of such state require licensing or qualification in order to conduct business of the type conducted by the Seller, and in any event the Seller was and is in compliance with the laws of any such state to the extent necessary to ensure the enforceability of each Mortgage Loan. (ii) This Agreement, the Master Servicing Agreement and the Custodial Letter Agreement each has been duly authorized, executed and delivered by the Seller, and each, assuming the due authorization, execution and delivery thereof by the Purchaser and the enforceability thereof against the Purchaser, constitutes the legal, valid and binding agreement of the Seller, enforceable against the Seller in accordance with its terms, except as the enforceability thereof may be limited by bankruptcy, insolvency, liquidation, moratorium, reorganization or other similar laws affecting the rights of creditors generally or by general principles of equity, regardless of whether enforcement is sought in a proceeding in equity or at law. (iii) As of the respective Closing Date, the Purchase Price and Terms Letter has been duly authorized, executed and delivered by the Seller, and the Purchase Price and Terms Letter, assuming the due authorization, execution and delivery thereof by the Purchaser and the enforceability thereof against the Purchaser, constitutes the legal, valid and binding agreement of the Seller, enforceable against the Seller in accordance with its terms, except as the enforceability thereof may be limited by bankruptcy, insolvency, liquidation, moratorium, reorganization or other similar laws affecting the rights of creditors generally or by general principles of equity, regardless of whether enforcement is sought in a proceeding in equity or at law. (iv) As of the respective Closing Date, the Warranty Xxxx of Sale has been duly authorized, executed and delivered by the Seller, and the Warranty Xxxx of Sale constitutes the legal, valid and binding agreement of the Seller, enforceable against the Seller in accordance with its terms, except as the enforceability thereof may be limited by bankruptcy, insolvency, liquidation, moratorium, reorganization or other similar laws affecting the rights of creditors generally or by general principles of equity, regardless of whether enforcement is sought in a proceeding in equity or at law. (v) The representations and warranties made by the Seller under the Master Servicing Agreement and the Warranty Xxxx of Sale are true and correct in all material respects on the respective Closing Date. (vi) Neither the delivery of the Mortgage Loans to the Purchaser, nor the sale of the Mortgage Loans to the Purchaser, nor the execution or delivery of the Program Documents, nor the consummation otherwise dispose of any of the Transactions herein or therein contemplated, nor the fulfillment of the terms hereof or thereof, will result in the breach of any term or provision of the certificate of incorporation or by-laws of the SellerPurchased Assets, or conflict with, result in a material breach or violation or an acceleration of or constitute a default under to convey any material term of any indenture or other agreement or instrument to which the Seller is a party or by which the Seller is bound, or any statute, order or regulation applicable to the Seller of any court, regulatory body, administrative agency, governmental body or arbitrator having jurisdiction over the Sellerinterest therein. (vii) There are no actions4.3 Except for the Concept, proceedings or investigations pending orwhich is owned by Red One and Gallxxxxx, to Red One is the Seller's knowledge, threatened against the Seller that, in the Seller's judgment, if determined adversely to the Seller, would prevent the consummation owner of any of the Transactions or would materially and adversely affect the interests of the Purchaser in any of the Mortgage Loans, the validity or enforceability of any of the Program Documents or the ability of the Seller to fulfill the terms of any of the Program Documents. (viii) The Mortgage Loans were originated by the Seller or by a savings association, a savings bank, a commercial bank or similar banking institution that is supervised has valid and examined by a Federal or state banking authority, a mortgagee approved by the Secretary of the Department of Housing and Urban Development pursuant to Section 203 and 211 of the National Housing Act or a FNMA- or FHLMC-approved seller. (b) The Seller hereby represents and warrants to the Purchaser, as marketable title to each Mortgage Loan as item constituting the Purchased Assets, free and clear of each respective Closing Date or such other date as may be specified belowall claims, that:charges, Liens, security interests, pledges and encumbrances whatsoever. (i) The information set forth Each Seller has timely filed, or will timely file, all tax reports and returns (the "Tax Returns") in accordance with the Mortgage Loan Schedule is true and correct in Internal Revenue Code of 1986, as amended (the "Code")) which have become due for all material respects; (ii) As of post-petition taxable periods ending on or before the related Closing Date, and each Seller has paid or withheld all taxes due to Federal, state or local taxing authorities required to be paid or withheld in respect of the Mortgage Loan periods covered by such Tax Returns. Except as set forth on Schedule 4.5, neither Seller is not delinquent in payment more than 29 days and the Mortgage Loan has not been dishonored; the Mortgage Loan has never been delinquent in payment for more than 59 days and has not more than once during the twelve months preceding the Cut-Off Date been delinquent in payment for more than 30 days; there are no material defaults under the terms of the Mortgage Loan; the Seller has not advanced funds, or induced, solicited or knowingly received any advance of funds from a party other than the owner of the Mortgaged Property subject to the Mortgage, directly or indirectly, for the payment of any post-petition tax, penalty or interest required to be paid by such Seller and no unpaid deficiencies for any tax have been assessed against either Seller. All Federal, state and local Tax Returns filed by or on behalf of each Seller were true and correct when filed and no event has occurred subsequent to such filing which would require the filing of an amended or corrected Tax Return; (ii) neither Seller is undergoing any tax audits, is not contesting any tax claimed to be due, and has not granted an extension of any statute of limitations, or similar law, to any taxing authority for the assessment of any post-petition taxes. On or before the Closing Date, either (A) each Seller will furnish Buyer with reasonably satisfactory evidence of payment of all post-petition taxes (including, but not limited to, real estate and personal property taxes) due for all periods prior to the Closing Date, or (B) Buyer and the Sellers shall agree on an amount required by to be deposited in escrow pursuant to a mutually satisfactory escrow agreement (the Mortgage Loan"Tax Escrow") on the Closing Date, which fund shall be disbursed solely to pay post-petition taxes of Red One. 4.6 Except as set forth on Schedule 4.6 hereto, Red One is not a party to any collective bargaining or other agreement with labor unions, labor representatives or any other employee groups. 4.7 Except as set forth on Schedule 4.7 hereto, Red One is not a party to any written or oral: 4.7.1 lease, license or other agreement with respect to personal property, and Schedule 4.7 lists all of the material terms of each such lease, license or other agreement; (iii) To the best 4.7.2 contract of the Seller's knowledge, there are no delinquent taxes employment or other outstanding charges affecting the related Mortgaged Property which would permit a taxing authority to initiate foreclosure proceedings against the Mortgaged Propertycontract with any officer, employee, agent, consultant, salesman, advisor, sales representative, supplier, distributor or dealer; (iv) The terms of the Mortgage Note and the Mortgage have not been impaired, waived, altered 4.7.3 contract or modified in any respect, except by written instruments contained in the Mortgage File, the substance of which waiver, alteration or modification is reflected on the Mortgage Loan Schedule. No Mortgagor has been released, in whole or in part, except in connection commitment with an assumption agreement which assumption agreement is part of the Mortgage File and the terms of which are reflected in the Mortgage Loan Schedulerespect to advertising services; (v) The Mortgagor has not asserted that 4.7.4 contract or commitment amounting to or involving more than $10,000; 4.7.5 contract or commitment with any customer, or 4.7.6 any other contract, commitment or instrument which is material to the Mortgage Note and the Mortgage are subject to any right of rescission, set-off, counterclaim or defense, including the defense of usury, nor will the operation of any of the terms of the Mortgage Note and the Mortgage, Restaurant or the exercise of any right thereunder, render the Mortgage unenforceable, in whole or in part, or subject to any right of rescission, set-off, counterclaim or defense, including the defense of usury and to the best of the Seller's Purchased Assets. To Sellers' knowledge, no such right of rescissionall contracts, set-offcommitments, counterclaim agreements 7 or defense has been asserted by any Person other than the obligor with respect thereto; (vi) Pursuant to the terms of the Mortgage, all buildings or other improvements upon the Mortgaged Property leases listed on Schedule 4.7 hereto are insured by a generally acceptable insurer against loss by fire, hazards of extended coverage and such other hazards as are customary in the area where the Mortgaged Property is located. If required by the Flood Disaster Protection Act of 1973, as amended, the Mortgage Loan is covered by a flood insurance policy meeting the requirements of the current guidelines of the Federal Insurance Administration. All individual insurance policies contain a standard mortgagee clause naming the Seller and its successors and assigns as mortgagee, and all premiums thereon have been paid. 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. 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 any hazard insurance policy covering the common facilities of a planned unit development. To the best of the 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 without any default or breach thereof by Red One which cannot be cured under such contract or the Bankruptcy Code (and insure all of which shall be cured on and as of the Closing Date), or, to the benefit best knowledge of Sellers, by any other party thereto, and the Purchaser upon the consummation benefit, enforcement or validity of all such contracts, commitments, agreements or leases are not affected by the transactions contemplated by this Agreement. The Seller has not engaged in, Accurate and has no knowledge complete copies of the Mortgagor's having engaged in, any act or omission which would impair the coverage of any all such policy, the benefits of the endorsement provided for herein, or the validity and binding effect of either including, without limitation, 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 contracts have been received, retained or realized by the Sellerdelivered to Buyer.

Representations, Warranties and Agreements of Seller. (a) The Seller hereby represents and warrants to the Purchaser that to, and agrees with, Xxxxx as of the date hereof and as of each respective the Closing Date (or as of if such other date or dates representations, warranties and agreements were made at Closing) as may be expressly set forth below):follows: (ia) The Seller is duly incorporated, validly existing and in good standing as a corporation under the laws of the State of Delaware. The Seller has full power and authority corporate and otherwise) to own its properties and conduct its business as presently conducted by it, and to enter into this Agreement and perform its obligations under to consummate the Program Documentstransactions contemplated hereby. The execution, delivery and performance by Seller of this Agreement has received all requisite corporate, partnership or other organizational approvals, as the case may be, and to sell each Mortgage Loan, and holds all licenses no other action or proceeding on Seller’s part is necessary to carry on its business as now being conducted authorize the execution and is licensed in, qualified to transact business in delivery of this Agreement by Seller and is in good standing under the laws of each state in which any Mortgaged Property is located if the laws of such state require licensing or qualification in order to conduct business consummation by Seller of the type conducted by the Seller, and in any event the Seller was and is in compliance with the laws of any such state to the extent necessary to ensure the enforceability of each Mortgage Loantransactions contemplated hereby. (iib) This Agreement, the Master Servicing Agreement and the Custodial Letter Agreement each Seller has been duly authorized, executed and delivered by the Seller, and each, assuming the due authorization, execution and delivery thereof by the Purchaser and the enforceability thereof against the Purchaser, this Agreement. (c) This Agreement constitutes the a legal, valid and binding agreement obligation of the Seller, enforceable against the Seller it in accordance with its terms, except as the such enforceability thereof may be limited by applicable bankruptcy, insolvency, liquidation, moratorium, reorganization or other similar laws affecting in effect which affect the enforcement of creditors’ rights generally and by equitable limitations on the availability of creditors generally specific remedies whether in law or by general principles of in equity, regardless of whether enforcement is sought in a proceeding in equity or at law. (iiid) As of the respective Closing Datedate hereof, the Purchase Price Seller has good and Terms Letter has been duly authorized, executed and delivered by the Sellermarketable title to, and is the Purchase Price sole legal and Terms Letter, assuming the due authorization, execution and delivery thereof by the Purchaser and the enforceability thereof against the Purchaser, constitutes the legal, valid and binding agreement of the Seller, enforceable against the Seller in accordance with its terms, except as the enforceability thereof may be limited by bankruptcy, insolvency, liquidation, moratorium, reorganization or other similar laws affecting the rights of creditors generally or by general principles of equity, regardless of whether enforcement is sought in a proceeding in equity or at law. (iv) As of the respective Closing Date, the Warranty Xxxx of Sale has been duly authorized, executed and delivered by the Seller, and the Warranty Xxxx of Sale constitutes the legal, valid and binding agreement of the Seller, enforceable against the Seller in accordance with its terms, except as the enforceability thereof may be limited by bankruptcy, insolvency, liquidation, moratorium, reorganization or other similar laws affecting the rights of creditors generally or by general principles of equity, regardless of whether enforcement is sought in a proceeding in equity or at law. (v) The representations and warranties made by the Seller under the Master Servicing Agreement and the Warranty Xxxx of Sale are true and correct in all material respects on the respective Closing Date. (vi) Neither the delivery of the Mortgage Loans to the Purchaser, nor the sale of the Mortgage Loans to the Purchaser, nor the execution or delivery of the Program Documents, nor the consummation of any of the Transactions herein or therein contemplated, nor the fulfillment of the terms hereof or thereof, will result in the breach of any term or provision of the certificate of incorporation or by-laws of the Seller, or conflict with, result in a material breach or violation or an acceleration of or constitute a default under any material term of any indenture or other agreement or instrument to which the Seller is a party or by which the Seller is bound, or any statute, order or regulation applicable to the Seller of any court, regulatory body, administrative agency, governmental body or arbitrator having jurisdiction over the Seller. (vii) There are no actions, proceedings or investigations pending or, to the Seller's knowledge, threatened against the Seller that, in the Seller's judgment, if determined adversely to the Seller, would prevent the consummation of any of the Transactions or would materially and adversely affect the interests of the Purchaser in any of the Mortgage Loans, the validity or enforceability of any of the Program Documents or the ability of the Seller to fulfill the terms of any of the Program Documents. (viii) The Mortgage Loans were originated by the Seller or by a savings association, a savings bank, a commercial bank or similar banking institution that is supervised and examined by a Federal or state banking authority, a mortgagee approved by the Secretary of the Department of Housing and Urban Development pursuant to Section 203 and 211 of the National Housing Act or a FNMA- or FHLMC-approved seller. (b) The Seller hereby represents and warrants to the Purchaser, as to each Mortgage Loan as of each respective Closing Date or such other date as may be specified below, that: (i) The information set forth in the Mortgage Loan Schedule is true and correct in all material respects; (ii) As of the related Closing Date, the Mortgage Loan is not delinquent in payment more than 29 days and the Mortgage Loan has not been dishonored; the Mortgage Loan has never been delinquent in payment for more than 59 days and has not more than once during the twelve months preceding the Cut-Off Date been delinquent in payment for more than 30 days; there are no material defaults under the terms of the Mortgage Loan; the Seller has not advanced funds, or induced, solicited or knowingly received any advance of funds from a party other than the beneficial owner of the Mortgaged Property subject to the Mortgage, directly or indirectly, for the payment of any amount required by the Mortgage Loan; (iii) To the best of the Seller's knowledge, there are no delinquent taxes or other outstanding charges affecting the related Mortgaged Property which would permit a taxing authority to initiate foreclosure proceedings against the Mortgaged Property; (iv) The terms of the Mortgage Note and the Mortgage have not been impaired, waived, altered or modified in any respect, except by written instruments contained in the Mortgage File, the substance of which waiver, alteration or modification is reflected on the Mortgage Loan Schedule. No Mortgagor has been released, in whole or in part, except in connection with an assumption agreement which assumption agreement is part of the Mortgage File and the terms of which are reflected in the Mortgage Loan Schedule; (v) The Mortgagor has not asserted that the Mortgage Note and the Mortgage are subject to any right of rescission, set-off, counterclaim or defense, including the defense of usury, nor will the operation of any of the terms of the Mortgage Note and the Mortgage, or the exercise of any right thereunder, render the Mortgage unenforceable, in whole or in part, or subject to any right of rescission, set-off, counterclaim or defense, including the defense of usury and to the best of the Seller's knowledge, no such right of rescission, set-off, counterclaim or defense has been asserted by any Person other than the obligor with respect thereto; (vi) Pursuant to the terms of the Mortgage, all buildings or other improvements upon the Mortgaged Property are insured by a generally acceptable insurer against loss by fire, hazards of extended coverage and such other hazards as are customary in the area where the Mortgaged Property is located. If required by the Flood Disaster Protection Act of 1973, as amended, the Mortgage Loan is covered by a flood insurance policy meeting the requirements of the current guidelines of the Federal Insurance Administration. All individual insurance policies contain a standard mortgagee clause naming the Seller and its successors and assigns as mortgagee, and all premiums thereon have been paid. The Mortgage obligates the Mortgagor thereunder to maintain the hazard insurance policy at the Mortgagor's cost and expenseof, and on the Mortgagor's failure Closing Date until delivery thereof to do soBuyer, authorizes the holder of the Mortgage Seller will continue to obtain have good and maintain such insurance at such Mortgagor's cost and expensemarketable title to, and to seek reimbursement therefor from be the Mortgagor. Where required by state law or regulationsole legal and beneficial owner of, the Mortgagor Seller’s Notes in the principal amount set forth above, free and clear of all liabilities, claims, liens, options, proxies, charges, participations and encumbrances of any kind or character whatsoever, arising out of any act of Seller or otherwise. (e) Seller has been given an opportunity to choose not used any broker or finder in connection with the carrier transactions contemplated hereby and Buyer will not have any liability or otherwise suffer or incur any loss as a result of the required hazard insurance, provided the policy is not a "master" or "blanket" hazard insurance policy covering a condominium in connection with any brokerage or finder’s fee or other commission of any hazard insurance policy covering the common facilities of a planned unit development. To the best of the Seller's knowledge the hazard insurance policy is the valid and binding obligation of the insurer, is Person retained by Seller in full force and effect, and will be in full force and effect and insure to the benefit of the Purchaser upon the consummation of connection with the transactions contemplated by this Agreement. (f) Seller has made its own independent assessment concerning the relevant tax, legal, economic and other considerations relevant to its sale of the Seller’s Notes. Seller has made its own investment decision based upon its own judgment and upon any advice from any advisors as it has deemed necessary or desirable in connection with its decision to sell the Seller’s Notes and not upon any view expressed by Xxxxx or any of Buyer’s advisors, agents or representatives. (g) The Purchase Price has been negotiated between Seller and Buyer on an arm’s length basis, and Seller has not engaged inbeen subjected to any form of pressure, coercion or intimidation, for it to sell the Seller’s Notes to Buyer. (h) Seller is a “Qualified Institutional Buyer” as defined under Rule 144A of the Securities Act of 1933, as amended (the “Securities Act”). Seller is a sophisticated, experienced and well-informed institutional investor and has knowledge and experience in financial and business matters as to be capable of evaluating the merits, risks and advisability of the 2 transactions contemplated by this Agreement. Seller understands the merits and economic risks associated with the sale of the Seller’s Notes under this Agreement and is entering into this Agreement with a full understanding of the terms under this Agreement and such merits and economics risk. (i) Seller acknowledges and understands that Buyer possess material nonpublic information regarding the Buyer not known to Seller that may impact the value of the Notes or the Seller’s Notes, which information includes, but is not limited to, (x) the Buyer’s financial results for the fiscal quarter ended March 31, 2023, (y) trends, predictions and forecasts of the Buyer’s future financial results and prospects, and has no knowledge (z) possible acquisitions, dispositions, financings and other transactions (collectively, the “Confidential Information”), and that the Buyer is unable to and will not, disclose the Confidential Information to Seller, consistent with the federal securities laws. Seller understands, based on its financial sophistication and experience, the disadvantage to which Seller is subject due to the disparity of information between Seller and Buyer. Notwithstanding such disparity, Seller desires and deems it appropriate to consummate the transactions contemplated by this Agreement. (j) Seller agrees that none of Buyer, its affiliates, principals, officers, directors, stockholders, partners, employees and agents shall have any liability to Seller, its affiliates, principals, officers, directors, stockholders, partners, employees or agents whatsoever due to or in connection with Buyer’s use or non-disclosure of the Mortgagor's having engaged inConfidential Information in connection with the transaction, and Seller hereby irrevocably waives any act or omission which would impair claim that it might have based on the coverage of any such policy, the benefits failure of the endorsement provided for hereinBuyer to disclose the Confidential Information. (k) Seller acknowledges that Buyer is relying on Seller’s representations, or warranties, acknowledgments and agreements in this Agreement as a condition to proceeding with the validity and binding effect of either including, without limitation, no unlawful fee, commission, kickback or other unlawful compensation or value of any kind has been or will be received, retained or realized transactions contemplated by any attorney, firm or other person or entity, and no such unlawful items have been received, retained or realized by the Sellerthis Agreement.

Representations, Warranties and Agreements of Seller. (a) The Seller represents and warrants to the and agrees with Purchaser that as of the date hereof and as of each respective Closing Date (or as of such other date or dates as may be expressly set forth below):follows: (ia) The Seller is a limited liability company, duly incorporatedorganized, validly existing and in good standing as a corporation under the laws of the State jurisdiction of Delaware. The its organization and has all requisite company power and authority to own, lease, and operate its properties and carry on its business; (b) Seller has full right, power and authority corporate and otherwise) to own its properties and conduct its business as presently conducted by it, and to enter into and perform its obligations under the Program Documents, this Agreement and to sell each Mortgage Loanthe Warrants to Purchaser, and holds all licenses necessary to carry on its business as now being conducted and is licensed in, qualified to transact business in and is in good standing under the laws of each state in which any Mortgaged Property is located if the laws of such state require licensing or qualification in order to conduct business of the type conducted by the Seller, and in any event the Seller was and is in compliance with the laws of any such state to the extent necessary to ensure the enforceability of each Mortgage Loan. (ii) This Agreement, the Master Servicing this Agreement and the Custodial Letter Agreement each has been duly authorized, executed and delivered by Seller and no other action is required to authorize the Sellerexecution, delivery and each, assuming the due authorization, execution and delivery thereof by the Purchaser performance of this Agreement and the enforceability thereof against the Purchaser, consummation of such sale by Seller; (c) this Agreement constitutes the legal, a valid and binding agreement obligation of the Seller, enforceable against the Seller in accordance with its terms, except as the such enforceability thereof may be limited by applicable bankruptcy, insolvency, liquidation, moratorium, reorganization or other similar laws affecting the creditors’ rights of creditors generally or and by general principles of equity, regardless of whether enforcement is sought in a proceeding in equity or at law.equitable principles; (iiid) As Seller has and is transferring to Purchaser good and marketable title to the Warrants and Warrant Certificate free and clear of the respective Closing Dateany and all liens, the Purchase Price claims, pledges, charges, restrictions, equities and Terms Letter has been duly authorized, executed and delivered by the Seller, and the Purchase Price and Terms Letter, assuming the due authorization, execution and delivery thereof by the Purchaser and the enforceability thereof against the Purchaser, constitutes the legal, valid and binding agreement encumbrances of the Seller, enforceable against the Seller in accordance with its terms, except as the enforceability thereof may be limited by bankruptcy, insolvency, liquidation, moratorium, reorganization or other similar laws affecting the rights of creditors generally or by general principles of equity, regardless of whether enforcement is sought in a proceeding in equity or at law.any nature whatsoever; and (ive) As of the respective Closing Date, the Warranty Xxxx of Sale has been duly authorized, executed and delivered by the Seller, and the Warranty Xxxx of Sale constitutes the legal, valid and binding agreement of the Seller, enforceable against the Seller in accordance with its terms, except as the enforceability thereof may be limited by bankruptcy, insolvency, liquidation, moratorium, reorganization or other similar laws affecting the rights of creditors generally or by general principles of equity, regardless of whether enforcement is sought in a proceeding in equity or at law. (v) The representations and warranties made by the Seller under the Master Servicing ’s entry into this Agreement and the Warranty Xxxx of Sale are true and correct in all material respects on the respective Closing Date. (vi) Neither the delivery of the Mortgage Loans to the Purchaser, nor the sale of the Mortgage Loans Warrants to the Purchaser, nor the execution or delivery of the Program Documents, nor the consummation of any of the Transactions herein or therein contemplated, nor the fulfillment of the terms hereof or thereof, Purchaser do not and will result in the breach of any term or provision of the certificate of incorporation or by-laws of the Seller, not violate or conflict with, result in a material breach or violation or an acceleration of or constitute a default under any material term of any indenture with the charter and bylaws (or other agreement constitutive documents) of Seller or instrument to which the Seller is a party or by which the Seller is bound, or any statute, order or regulation applicable to the Seller of any court, regulatory body, administrative agency, governmental body or arbitrator having jurisdiction over the Seller. (vii) There are no actions, proceedings or investigations pending or, to the Seller's knowledge, threatened against the Seller that, in the Seller's judgment, if determined adversely to the Seller, would prevent the consummation of any of the Transactions or would materially and adversely affect the interests of the Purchaser in any of the Mortgage Loans, the validity or enforceability of any of the Program Documents or the ability of the Seller to fulfill the terms of any of the Program Documents. (viii) The Mortgage Loans were originated material agreement made by the or applicable to Seller or by a savings association, a savings bank, a commercial bank or similar banking institution that is supervised and examined by a Federal or state banking authority, a mortgagee approved by the Secretary of the Department of Housing and Urban Development pursuant to Section 203 and 211 of the National Housing Act or a FNMA- or FHLMC-approved seller. (b) The Seller hereby represents and warrants to the Purchaser, as to each Mortgage Loan as of each respective Closing Date or such other date as may be specified below, that: (i) The information set forth in the Mortgage Loan Schedule is true and correct in all material respects; (ii) As of the related Closing Date, the Mortgage Loan is not delinquent in payment more than 29 days and the Mortgage Loan has not been dishonored; the Mortgage Loan has never been delinquent in payment for more than 59 days and has not more than once during the twelve months preceding the Cut-Off Date been delinquent in payment for more than 30 days; there are no material defaults under the terms of the Mortgage Loan; the Seller has not advanced funds, or induced, solicited or knowingly received any advance of funds from a party other than the owner of the Mortgaged Property subject to the Mortgage, directly or indirectly, for the payment of any amount required by the Mortgage Loan; (iii) To the best of the Seller's knowledge, there are no delinquent taxes or other outstanding charges affecting the related Mortgaged Property which would permit a taxing authority to initiate foreclosure proceedings against the Mortgaged Property; (iv) The terms of the Mortgage Note and the Mortgage have not been impaired, waived, altered or modified in any respect, except by written instruments contained in the Mortgage File, the substance of which waiver, alteration or modification is reflected on the Mortgage Loan Schedule. No Mortgagor has been released, in whole or in part, except in connection with an assumption agreement which assumption agreement is part of the Mortgage File and the terms of which are reflected in the Mortgage Loan Schedule; (v) The Mortgagor has not asserted that the Mortgage Note and the Mortgage are subject to any right of rescission, set-off, counterclaim or defense, including the defense of usury, nor will the operation of any of the terms of the Mortgage Note its affiliates and the Mortgage, or the exercise of any right thereunder, render the Mortgage unenforceable, in whole or in part, or subject to any right of rescission, set-off, counterclaim or defense, including the defense of usury and to the best of the Seller's knowledge, no such right of rescission, set-off, counterclaim or defense has been asserted by any Person other than the obligor with respect thereto; (vi) Pursuant to the terms of the Mortgage, all buildings or other improvements upon the Mortgaged Property are insured by a generally acceptable insurer against loss by fire, hazards of extended coverage and such other hazards as are customary in the area where the Mortgaged Property is located. If required by the Flood Disaster Protection Act of 1973, as amended, the Mortgage Loan is covered by a flood insurance policy meeting the requirements of the current guidelines of the Federal Insurance Administration. All individual insurance policies contain a standard mortgagee clause naming the Seller and its successors and assigns as mortgagee, and all premiums thereon have been paid. 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. 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 any hazard insurance policy covering the common facilities of a planned unit development. To the best of the 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 insure not violate or conflict with any law, rule, provision, policy or order applicable to the benefit of the Purchaser upon the consummation of the transactions contemplated by this Agreement. The Seller has not engaged in, and has no knowledge of the Mortgagor'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 including, without limitation, 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, Warranties and Agreements of Seller. (a) The Seller Seller, as a condition to the consummation of the transactions contemplated hereby, hereby represents and warrants to the Purchaser that that, as of the date hereof and as of each respective Closing 7 Date (or as of such other date or dates as may be expressly set forth below): (i) The the Seller is duly incorporated, a corporation validly existing and in good standing as a corporation under the laws of the State of Delaware. The Seller has full power and authority corporate and otherwise) to own its properties and conduct its business as presently conducted by it, and to enter into and perform its obligations under the Program Documents, and to sell each Mortgage Loan, and holds all licenses necessary to carry on its business as now being conducted and is licensed in, qualified to transact business in and is in good standing under the laws of each state in which any Mortgaged Property is located if the laws its jurisdiction of such state require licensing or qualification in order to conduct business of the type conducted by the Seller, and in any event the Seller was and is in compliance with the laws of any such state to the extent necessary to ensure the enforceability of each Mortgage Loan. incorporation; (ii) This Agreement, the Master Servicing Seller has the full power and authority to execute and deliver this Agreement and to perform its obligations hereunder; (iii) the Custodial Letter execution, delivery and performance of this Agreement each has by the Seller and the consummation by the Seller of the transactions contemplated hereby have been duly and validly authorized, executed and delivered by ; (iv) this Agreement is the Seller, and each, assuming the due authorization, execution and delivery thereof by the Purchaser and the enforceability thereof against the Purchaser, constitutes the legal, valid and binding agreement obligation of the Seller, enforceable against the Seller in accordance with its terms, except as the enforceability thereof may be limited by subject to applicable bankruptcy, insolvency, liquidationfraudulent conveyance, reorganization, moratorium, reorganization receivership or other similar laws affecting the relating to creditors' rights of creditors generally or by generally, and to general principles of equityequity including principles of commercial reasonableness, good faith and fair dealing (regardless of whether enforcement is sought in a proceeding at law or in equity or at law. (iii) As of the respective Closing Date, the Purchase Price and Terms Letter has been duly authorized, executed and delivered by the Sellerequity), and except that the Purchase Price enforcement of rights with respect to indemnification and Terms Letter, assuming the due authorization, execution and delivery thereof by the Purchaser and the enforceability thereof against the Purchaser, constitutes the legal, valid and binding agreement of the Seller, enforceable against the Seller in accordance with its terms, except as the enforceability thereof contribution obligations may be limited by bankruptcy, insolvency, liquidation, moratorium, reorganization or other similar laws affecting the rights of creditors generally or by general principles of equity, regardless of whether enforcement is sought in a proceeding in equity or at applicable law. (iv) As of the respective Closing Date, the Warranty Xxxx of Sale has been duly authorized, executed and delivered by the Seller, and the Warranty Xxxx of Sale constitutes the legal, valid and binding agreement of the Seller, enforceable against the Seller in accordance with its terms, except as the enforceability thereof may be limited by bankruptcy, insolvency, liquidation, moratorium, reorganization or other similar laws affecting the rights of creditors generally or by general principles of equity, regardless of whether enforcement is sought in a proceeding in equity or at law. ; (v) The representations the execution, delivery and warranties made performance by the Seller under the Master Servicing of this Agreement do not and the Warranty Xxxx of Sale are true and correct in all material respects on the respective Closing Date. (vi) Neither the delivery of the Mortgage Loans to the Purchaser, nor the sale of the Mortgage Loans to the Purchaser, nor the execution will not violate or delivery of the Program Documents, nor the consummation of any of the Transactions herein or therein contemplated, nor the fulfillment of the terms hereof or thereof, will result in the breach of any term or provision of the certificate of incorporation or by-laws of the Seller, or conflict with, result in a material breach or violation or an acceleration of or constitute a default under its organizational documents, any material term of order, judgment or decree to which the Seller is subject or bound, any indenture agreement, instrument, document or other agreement or instrument contractual obligation to which the Seller is a party or by which the Seller is bound, or any statute, order law or regulation applicable to regulation; and (vi) the Seller of any court, regulatory body, administrative agency, governmental body or arbitrator having jurisdiction over the Seller. (vii) There are no actions, proceedings or investigations pending or, to the Seller's knowledge, threatened against the Seller that, in the Seller's judgment, if determined adversely to the Seller, would prevent the consummation of any of the Transactions or would materially representations and adversely affect the interests of the Purchaser in any of the Mortgage Loans, the validity or enforceability of any of the Program Documents or the ability of the Seller to fulfill the terms of any of the Program Documents. (viii) The Mortgage Loans were originated by the Seller or by a savings association, a savings bank, a commercial bank or similar banking institution that is supervised and examined by a Federal or state banking authority, a mortgagee approved by the Secretary of the Department of Housing and Urban Development pursuant to Section 203 and 211 of the National Housing Act or a FNMA- or FHLMC-approved seller. (b) The Seller hereby represents and warrants to the Purchaser, as to each Mortgage Loan as of each respective Closing Date or such other date as may be specified below, that: (i) The information warranties set forth in the Mortgage Loan Schedule is Exhibit B annexed hereto are true and correct in all material respects;. (ii1) As of It is understood and agreed that the related Closing Date, representations and warranties set forth in this Section 6 shall survive the Mortgage Loan is not delinquent in payment more than 29 days and the Mortgage Loan has not been dishonored; the Mortgage Loan has never been delinquent in payment for more than 59 days and has not more than once during the twelve months preceding the Cut-Off Date been delinquent in payment for more than 30 days; there are no material defaults under the terms sale of the Mortgage Loan; the Seller has not advanced funds, or induced, solicited or knowingly received any advance of funds from a party other than the owner of the Mortgaged Property subject Loans to the Mortgage, directly or indirectly, for the payment of any amount required by the Mortgage Loan; (iii) To the best of the Seller's knowledge, there are no delinquent taxes or other outstanding charges affecting the related Mortgaged Property which would permit a taxing authority to initiate foreclosure proceedings against the Mortgaged Property; (iv) The terms of the Mortgage Note Purchaser and the Mortgage have not been impaired, waived, altered or modified in any respect, except by written instruments contained in the Mortgage File, the substance of which waiver, alteration or modification is reflected on the Mortgage Loan Schedule. No Mortgagor has been released, in whole or in part, except in connection with an assumption agreement which assumption agreement is part of the Mortgage File and the terms of which are reflected in the Mortgage Loan Schedule; (v) The Mortgagor has not asserted that the Mortgage Note and the Mortgage are subject to any right of rescission, set-off, counterclaim or defense, including the defense of usury, nor will the operation of any of the terms of the Mortgage Note and the Mortgage, or the exercise of any right thereunder, render the Mortgage unenforceable, in whole or in part, or subject to any right of rescission, set-off, counterclaim or defense, including the defense of usury and to the best of the Seller's knowledge, no such right of rescission, set-off, counterclaim or defense has been asserted by any Person other than the obligor with respect thereto; (vi) Pursuant to the terms of the Mortgage, all buildings or other improvements upon the Mortgaged Property are insured by a generally acceptable insurer against loss by fire, hazards of extended coverage and such other hazards as are customary in the area where the Mortgaged Property is located. If required by the Flood Disaster Protection Act of 1973, as amended, the Mortgage Loan is covered by a flood insurance policy meeting the requirements of the current guidelines of the Federal Insurance Administration. All individual insurance policies contain a standard mortgagee clause naming the Seller and its successors and assigns as mortgagee, and all premiums thereon have been paid. 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. 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 any hazard insurance policy covering the common facilities of a planned unit development. To the best of the 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 insure shall inure to the benefit of the Purchaser, notwithstanding any restrictive or qualified endorsement on any Mortgage Note or the examination or failure to examine any Mortgage File. Upon discovery by either the Seller or the Purchaser upon the consummation of a breach of any of the transactions contemplated foregoing representations and warranties, the party discovering such breach shall give prompt written notice to the other. (2) Within 5 days of the earlier of either discovery by or notice to the Seller of any breach of a representation or warranty which materially and adversely affects the value of the Mortgage Loans or the interest of the Purchaser (or which materially and adversely affects the interests of the Purchaser in the related Mortgage Loan in the case of a representation and warranty relating to a particular Mortgage Loan), the Seller shall use its best efforts promptly to cure such breach in all material respects and, if such breach cannot be cured within thirty (30) days following such discovery or notice, the Seller shall, at the Purchaser's option, promptly (but in no event later than the tenth (10th) Business Day immediately following such request by the Purchaser) repurchase such Mortgage Loan at the Repurchase Price. Any repurchase of a Mortgage Loan or Loans pursuant to the foregoing provisions of this Section 6(b) shall be accomplished by direct remittance of the Repurchase Price to the Purchaser or its designee in accordance with the Purchaser's instructions. (3) At the time of repurchase, the Purchaser and the Seller shall reassign the applicable repurchased Mortgage Loan, servicing-released, to the Seller 8 and deliver to the Seller the Mortgage Loan Documents and any other documents held by the Purchaser or its designee relating to the repurchased Mortgage Loan. (4) In addition to such repurchase obligation, the Seller shall indemnify the Purchaser and hold it harmless against any losses resulting from any claim, demand, defense or assertion by the Mortgagor against the Purchaser based on or grounded upon a breach by the Seller of its representations and warranties contained in this Agreement. The Seller has not engaged in, and has no knowledge of the Mortgagor'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 including, without limitation, 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, Warranties and Agreements of Seller. Seller hereby covenants, represents, warrants and agrees with Holdings and Purchaser as follows: (a) The Seller represents and warrants to the Purchaser that as of the date hereof and as of each respective Closing Date (or as of such other date or dates as may be expressly set forth below): (i) The Seller is a corporation duly incorporatedorganized, validly existing and in good standing as a corporation under the laws of the State of DelawareTexas. The Seller has full all requisite corporate power to own, operate and authority corporate and otherwise) to own its lease the properties and conduct its business as presently conducted by itassets it now owns, operates and to enter into leases and perform its obligations under the Program Documents, and to sell each Mortgage Loan, and holds all licenses necessary to carry on its business as now being conducted and presently conducted. Seller is licensed in, duly qualified to transact business in as a foreign corporation and is in good standing under the laws of each state in those states in which it is required by local law to be so qualified. (b) Seller has an authorized capitalization consisting of 4,000 shares of Common Stock, no par value, of which 1,005.653 are currently issued and outstanding. All such shares are validly issued, fully paid and non-assessable. When delivered pursuant to the terms of this Agreement, the Shares shall be validly issued, fully paid and non-assessable. There are no outstanding options, warrants, contracts, calls, conversion rights or commitments relating to the authorized but not outstanding shares of Common Stock. (c) Neither Seller’s Articles of Incorporation, as amended, nor its By-Laws have been amended since the date of certification thereof, nor has any Mortgaged Property is located if action been taken for the laws purpose of effecting any amendment of such state require licensing or qualification in order instrument, except as otherwise provided herein. (d) Seller has full corporate power and authority to conduct business execute and deliver this Agreement and to consummate the transactions contemplated hereby. The execution and delivery of this Agreement and the consummation of the type conducted transactions contemplated hereby have been duly approved by the Board of Directors of Seller, and in any event no other proceeding on the part of Seller was and is in compliance with the laws of any such state to the extent necessary to ensure approve and authorize the enforceability execution and delivery of each Mortgage Loanthis Agreement or the consummation of the transactions contemplated hereby. (iie) This Agreement, the Master Servicing Agreement and the Custodial Letter Agreement each has been duly authorized, executed and delivered by the Seller, Seller and each, assuming the due authorization, execution and delivery thereof by the Purchaser and the enforceability thereof against the Purchaser, constitutes the legal, its valid and binding agreement of the SellerAgreement, enforceable against the Seller in accordance with its terms, except as to the extent that enforceability thereof may be limited by applicable bankruptcy, reorganization, insolvency, liquidation, moratorium, reorganization moratorium or other similar laws affecting the enforcement of creditors’ rights of creditors generally or and by general principles of equity, regardless of whether enforcement such enforceability is sought considered in a proceeding in equity law or at lawin equity. (iiif) As Seller has all approvals, authorizations, consents, licenses, orders, registrations or permits of all federal governmental regulatory agencies required for its business as presently or proposed to be conducted, other than those the respective Closing Dateabsence of which would not have a materially adverse effect upon the business and operations of Seller taken as a whole. (g) Seller is not aware of any contract, agreement, arrangement, understanding, note, bond, indenture, mortgage, security agreement, lease, license, franchise, permit, agreement or other instrument or obligation to which Seller is a party, or by which Seller or any of its properties or assets may be bound, whether written or oral, other than set forth in Exhibit 4(g) attached hereto (the Purchase Price and Terms Letter has been duly authorized, executed and delivered by the Seller, and the Purchase Price and Terms Letter, assuming the due authorization, “Contracts”). (h) The execution and delivery thereof by the Purchaser of this Agreement and the enforceability thereof against the Purchaser, constitutes the legal, valid and binding agreement consummation of the transactions contemplated hereby will not: (i) violate or conflict with any provision of the Articles of Incorporation, as amended, or By-Laws of Seller, enforceable against (ii) breach, violate or constitute an event of default (or an event which with the lapse of time or the giving of notice or both would constitute an event of default) under, give rise to any right of termination, cancellation, modification or acceleration under, or require any consent or the giving of any notice under, any Contract, or result in the creation of any lien, claim or encumbrance or other right of any third party of any kind whatsoever upon the properties or assets of Seller in accordance pursuant to the terms of any such Contract, other than any breach, violation, default, termination, cancellation, modification or acceleration which would not have a material adverse effect on its properties and business taken as a whole, (iii) violate or conflict with any law, statute, ordinance, code, rule, regulation, judgment, order, writ, injunction, decree or other instrument of any federal, state, local or foreign court or governmental or regulatory body, agency or authority applicable to Seller or by which any of its terms, except as the enforceability thereof properties or assets may be limited by bankruptcybound except for such violations and conflicts which would not have a material adverse effect on its properties and business taken as a whole, insolvencyor (iv) require, liquidationon the part of Seller, moratoriumany filing or registration with, reorganization or permit, license, exemption, consent, authorization or approval of, or the giving of any notice to, any governmental or regulatory body, agency or authority, other similar laws affecting the rights of creditors generally than any filing, registration, permit, license, exemption, consent, authorization, approval or by general principles of equity, regardless of whether enforcement is sought in notice which if not obtained would not have a proceeding in equity or at lawmaterial adverse effect on its properties and business taken as a whole. (ivi) As Seller owns or leases all assets, equipment and personal property that are used in its business and such assets, equipment and personal property that are owned by Seller are fully paid for and there are no outstanding conditional sales contracts, mortgages or other liens or encumbrances on any of the respective Closing Datesaid assets, the Warranty Xxxx of Sale has been duly authorized, executed equipment and delivered by the Seller, and the Warranty Xxxx of Sale constitutes the legal, valid and binding agreement of the Seller, enforceable against the Seller in accordance with its terms, personal property except as the enforceability thereof may be limited by bankruptcy, insolvency, liquidation, moratorium, reorganization or other similar laws affecting the rights of creditors generally or by general principles of equity, regardless of whether enforcement is sought set forth in a proceeding in equity or at lawExhibit 4(i). (v) The representations and warranties made by the Seller under the Master Servicing Agreement and the Warranty Xxxx of Sale are true and correct in all material respects on the respective Closing Date. (vi) Neither the delivery of the Mortgage Loans to the Purchaser, nor the sale of the Mortgage Loans to the Purchaser, nor the execution or delivery of the Program Documents, nor the consummation of any of the Transactions herein or therein contemplated, nor the fulfillment of the terms hereof or thereof, will result in the breach of any term or provision of the certificate of incorporation or by-laws of the Seller, or conflict with, result in a material breach or violation or an acceleration of or constitute a default under any material term of any indenture or other agreement or instrument to which the Seller is a party or by which the Seller is bound, or any statute, order or regulation applicable to the Seller of any court, regulatory body, administrative agency, governmental body or arbitrator having jurisdiction over the Seller. (viij) There are no suits, actions, claims, proceedings (including, without limitation, arbitral or administrative proceedings) or investigations pending or, threatened against Seller or its properties, assets or business or, pending or threatened against any of the officers, directors, employees, agents or consultants in connection with the business of Seller. There are no such suits, actions, claims, proceedings or investigations pending oragainst Seller, to the Seller's knowledge, or threatened against the Seller that, in the Seller's judgment, if determined adversely to the Seller, would prevent the consummation of any of the Transactions or would materially and adversely affect the interests of the Purchaser in any of the Mortgage Loans, challenging the validity or enforceability of any of the Program Documents or the ability of the Seller to fulfill the terms of any of the Program Documents. (viii) The Mortgage Loans were originated by the Seller or by a savings association, a savings bank, a commercial bank or similar banking institution that is supervised and examined by a Federal or state banking authority, a mortgagee approved by the Secretary of the Department of Housing and Urban Development pursuant to Section 203 and 211 of the National Housing Act or a FNMA- or FHLMC-approved seller. (b) The Seller hereby represents and warrants to the Purchaser, as to each Mortgage Loan as of each respective Closing Date or such other date as may be specified below, that: (i) The information set forth in the Mortgage Loan Schedule is true and correct in all material respects; (ii) As of the related Closing Date, the Mortgage Loan is not delinquent in payment more than 29 days and the Mortgage Loan has not been dishonored; the Mortgage Loan has never been delinquent in payment for more than 59 days and has not more than once during the twelve months preceding the Cut-Off Date been delinquent in payment for more than 30 days; there are no material defaults under the terms of the Mortgage Loan; the Seller has not advanced funds, or induced, solicited or knowingly received any advance of funds from a party other than the owner of the Mortgaged Property subject to the Mortgage, directly or indirectly, for the payment of any amount required by the Mortgage Loan; (iii) To the best of the Seller's knowledge, there are no delinquent taxes or other outstanding charges affecting the related Mortgaged Property which would permit a taxing authority to initiate foreclosure proceedings against the Mortgaged Property; (iv) The terms of the Mortgage Note and the Mortgage have not been impaired, waived, altered or modified in any respect, except by written instruments contained in the Mortgage File, the substance of which waiver, alteration or modification is reflected on the Mortgage Loan Schedule. No Mortgagor has been released, in whole or in part, except in connection with an assumption agreement which assumption agreement is part of the Mortgage File and the terms of which are reflected in the Mortgage Loan Schedule; (v) The Mortgagor has not asserted that the Mortgage Note and the Mortgage are subject to any right of rescission, set-off, counterclaim or defense, including the defense of usury, nor will the operation of any of the terms of the Mortgage Note and the Mortgage, or the exercise of any right thereunder, render the Mortgage unenforceable, in whole or in part, or subject to any right of rescission, set-off, counterclaim or defense, including the defense of usury and to the best of the Seller's knowledge, no such right of rescission, set-off, counterclaim or defense has been asserted by any Person other than the obligor with respect thereto; (vi) Pursuant to the terms of the Mortgage, all buildings or other improvements upon the Mortgaged Property are insured by a generally acceptable insurer against loss by fire, hazards of extended coverage and such other hazards as are customary in the area where the Mortgaged Property is located. If required by the Flood Disaster Protection Act of 1973, as amended, the Mortgage Loan is covered by a flood insurance policy meeting the requirements of the current guidelines of the Federal Insurance Administration. All individual insurance policies contain a standard mortgagee clause naming the Seller and its successors and assigns as mortgagee, and all premiums thereon have been paid. 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. 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 any hazard insurance policy covering the common facilities of a planned unit development. To the best of the 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 insure to the benefit of the Purchaser upon the consummation propriety of the transactions contemplated by this Agreement. There is no judgment, order, injunction, decree or award (whether issued by a court, an arbitrator or an administrative agency) to which the Seller is a party, or involving its properties, assets or business, which is unsatisfied or which requires Seller’s continuing compliance. (k) Seller is not liable as a guarantor or surety in connection with the obligation of any other person, partnership, corporation or other entity and no person has the power to confess judgment against Seller except as set forth in Exhibit 4(k). (l) The current stockholders of Seller has not engaged inare Goldwell and Purchaser. All of the foregoing covenants, warranties, representations, and has no knowledge of agreements shall survive the Mortgagor'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 including, without limitation, 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 SellerClosing Date.

Representations, Warranties and Agreements of Seller. (a) The Seller represents and warrants to the Purchaser that as of the date hereof and as of each respective Closing Date (or as of such other date or dates as may be expressly set forth below): (i) The Seller is duly incorporated, validly existing and in good standing as a corporation under the laws of the State of Delaware. The Seller has full power and authority corporate and otherwise) to own its properties and conduct its business as presently conducted by it, and to enter into and perform its obligations under the Program Documents, and to sell each Mortgage Loan, and holds all licenses necessary to carry on its business as now being conducted and is licensed in, qualified to transact business in and is in good standing under the laws of each state in which any Mortgaged Property is located if the laws of such state require licensing or qualification in order to conduct business of the type conducted by the Seller, and in any event the Seller was and is in compliance with the laws of any such state to the extent necessary to ensure the enforceability of each Mortgage Loan. (ii) This Agreement, the Master Servicing Agreement and the Custodial Letter Agreement each has been duly authorized, executed and delivered by the Seller, and each, assuming the due authorization, execution and delivery thereof by the Purchaser and the enforceability thereof against the Purchaser, constitutes the legal, valid and binding agreement of the Seller, enforceable against the Seller in accordance with its terms, except as the enforceability thereof may be limited by bankruptcy, insolvency, liquidation, moratorium, reorganization or other similar laws affecting the rights of creditors generally or by general principles of equity, regardless of whether enforcement is sought in a proceeding in equity or at law. (iii) As of the respective Closing Date, the Purchase Price and Terms Letter has been duly authorized, executed and delivered by the Seller, and the Purchase Price and Terms Letter, assuming the due authorization, execution and delivery thereof by the Purchaser and the enforceability thereof against the Purchaser, constitutes the legal, valid and binding agreement of the Seller, enforceable against the Seller in accordance with its terms, except as the enforceability thereof may be limited by bankruptcy, insolvency, liquidation, moratorium, reorganization or other similar laws affecting the rights of creditors generally or by general principles of equity, regardless of whether enforcement is sought in a proceeding in equity or at law. (iv) As of the respective Closing Date, the Warranty Xxxx Bill of Sale has been duly authorized, executed and delivered by the bx xxe Seller, and the Warranty Xxxx Bill of Sale constitutes the legal, valid and binding agreement of xx the Seller, enforceable against the Seller in accordance with its terms, except as the enforceability thereof may be limited by bankruptcy, insolvency, liquidation, moratorium, reorganization or other similar laws affecting the rights of creditors generally or by general principles of equity, regardless of whether enforcement is sought in a proceeding in equity or at law. (v) The representations and warranties made by the Seller under the Master Servicing Agreement and the Warranty Xxxx Bill of Sale are true and correct in all material respects on the respective txx xespective Closing Date. (vi) Neither the delivery of the Mortgage Loans to the Purchaser, nor the sale of the Mortgage Loans to the Purchaser, nor the execution or delivery of the Program Documents, nor the consummation of any of the Transactions herein or therein contemplated, nor the fulfillment of the terms hereof or thereof, will result in the breach of any term or provision of the certificate of incorporation or by-laws of the Seller, or conflict with, result in a material breach or violation or an acceleration of or constitute a default under any material term of any indenture or other agreement or instrument to which the Seller is a party or by which the Seller is bound, or any statute, order or regulation applicable to the Seller of any court, regulatory body, administrative agency, governmental body or arbitrator having jurisdiction over the Seller. (vii) There are no actions, proceedings or investigations pending or, to the Seller's knowledge, threatened against the Seller that, in the Seller's judgment, if determined adversely to the Seller, would prevent the consummation of any of the Transactions or would materially and adversely affect the interests of the Purchaser in any of the Mortgage Loans, the validity or enforceability of any of the Program Documents or the ability of the Seller to fulfill the terms of any of the Program Documents. (viii) The Mortgage Loans were originated by the Seller or by a savings association, a savings bank, a commercial bank or similar banking institution that is supervised and examined by a Federal or state banking authority, a mortgagee approved by the Secretary of the Department of Housing and Urban Development pursuant to Section 203 and 211 of the National Housing Act or a FNMA- or FHLMC-approved seller. (b) The Seller hereby represents and warrants to the Purchaser, as to each Mortgage Loan as of each respective Closing Date or such other date as may be specified below, that: (i) The information set forth in the Mortgage Loan Schedule is true and correct in all material respects; (ii) As of the related Closing Date, the Mortgage Loan is not delinquent in payment more than 29 days and the Mortgage Loan has not been dishonored; the Mortgage Loan has never been delinquent in payment for more than 59 days and has not more than once during the twelve months preceding the Cut-Off Date been delinquent in payment for more than 30 days; there are no material defaults under the terms of the Mortgage Loan; the Seller has not advanced funds, or induced, solicited or knowingly received any advance of funds from a party other than the owner of the Mortgaged Property subject to the Mortgage, directly or indirectly, for the payment of any amount required by the Mortgage Loan; (iii) To the best of the Seller's knowledge, there are no delinquent taxes or other outstanding charges affecting the related Mortgaged Property which would permit a taxing authority to initiate foreclosure proceedings against the Mortgaged Property; (iv) The terms of the Mortgage Note and the Mortgage have not been impaired, waived, altered or modified in any respect, except by written instruments contained in the Mortgage File, the substance of which waiver, alteration or modification is reflected on the Mortgage Loan Schedule. No Mortgagor has been released, in whole or in part, except in connection with an assumption agreement which assumption agreement is part of the Mortgage File and the terms of which are reflected in the Mortgage Loan Schedule; (v) The Mortgagor has not asserted that the Mortgage Note and the Mortgage are subject to any right of rescission, set-off, counterclaim or defense, including the defense of usury, nor will the operation of any of the terms of the Mortgage Note and the Mortgage, or the exercise of any right thereunder, render the Mortgage unenforceable, in whole or in part, or subject to any right of rescission, set-off, counterclaim or defense, including the defense of usury and to the best of the Seller's knowledge, no such right of rescission, set-off, counterclaim or defense has been asserted by any Person other than the obligor with respect thereto; (vi) Pursuant to the terms of the Mortgage, all buildings or other improvements upon the Mortgaged Property are insured by a generally acceptable insurer against loss by fire, hazards of extended coverage and such other hazards as are customary in the area where the Mortgaged Property is located. If required by the Flood Disaster Protection Act of 1973, as amended, the Mortgage Loan is covered by a flood insurance policy meeting the requirements of the current guidelines of the Federal Insurance Administration. All individual insurance policies contain a standard mortgagee clause naming the Seller and its successors and assigns as mortgagee, and all premiums thereon have been paid. 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. 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 any hazard insurance policy covering the common facilities of a planned unit development. To the best of the 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 insure to the benefit of the Purchaser upon the consummation of the transactions contemplated by this Agreement. The Seller has not engaged in, and has no knowledge of the Mortgagor'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 including, without limitation, 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, Warranties and Agreements of Seller. (a) The Seller represents makes the following representations and warrants warranties to Buyer, each representation shall be true and correct as of the Purchaser that sate of this Agreement and as of the date hereof of closing and as the date of each respective Closing Date (or as of such other date or dates as may be expressly set forth below):possession: (ia) The Seller is a corporation duly incorporated, organized and validly existing and in good standing as a corporation under the laws of the State of Delaware. The Seller MISSOURI, authorized to do business in the state of MISSOURI and has full the corporate power and authority corporate and otherwise) entitled to own its properties and conduct carry on its business in MISSOURI as presently being conducted by it, and to enter into and perform its obligations under the Program Documents, and to sell each Mortgage Loan, and holds all licenses necessary to carry on its business as now being conducted and is licensed in, qualified to transact business in and is in good standing under the laws of each state in which any Mortgaged Property is located if the laws of such state require licensing or qualification in order to conduct business of the type conducted by the Seller, and in any event the Seller was and is in compliance with the laws of any such state to the extent necessary to ensure the enforceability of each Mortgage Loanthis Agreement. (iib) This Agreement, the Master Servicing Agreement and the Custodial Letter Agreement each has been duly authorized, executed and delivered by the Seller, and each, assuming the due authorization, The execution and delivery thereof of this Agreement by the Purchaser Seller and the enforceability thereof against performance of the Purchasertransaction contemplated herein have been duly authorized by all necessary corporation action on the part of Seller, including without limitation its Board of Directors and shareholders, and this Agreement constitutes the legal, valid and legally binding agreement obligations of the Seller, enforceable against the Seller in accordance with its terms, except as the enforceability thereof may be limited by bankruptcy, insolvency, liquidation, moratorium, reorganization or other similar laws affecting the rights of creditors generally or by general principles of equity, regardless of whether enforcement is sought in a proceeding in equity or at law. (iiic) As Seller will provide a copy of the respective Closing Date, the Purchase Price and Terms Letter has been duly authorized, executed and delivered by the Seller, and the Purchase Price and Terms Letter, assuming the due authorization, execution and delivery thereof by the Purchaser and the enforceability thereof against the Purchaser, constitutes the legal, valid and binding agreement minutes of the Seller, enforceable against Board of Directors of Seller authorizing the Seller in accordance with its terms, except as the enforceability thereof may be limited by bankruptcy, insolvency, liquidation, moratorium, reorganization or other similar laws affecting the rights of creditors generally or by general principles of equity, regardless of whether enforcement is sought in a proceeding in equity or sale to Buyer at law.closing; (iv) As of the respective Closing Date, the Warranty Xxxx of Sale has been duly authorized, executed and delivered by the Seller, and the Warranty Xxxx of Sale constitutes the legal, valid and binding agreement of the Seller, enforceable against the Seller in accordance with its terms, except as the enforceability thereof may be limited by bankruptcy, insolvency, liquidation, moratorium, reorganization or other similar laws affecting the rights of creditors generally or by general principles of equity, regardless of whether enforcement is sought in a proceeding in equity or at law. (vd) The representations execution, delivery and warranties made by the Seller under the Master Servicing performance of this Agreement and other instruments and documents required or contemplated herein do not require the Warranty Xxxx consent of Sale are true and correct in all material respects on the respective Closing Date. (vi) Neither the delivery of the Mortgage Loans any third party, including any governmental or judicial authority and, to the Purchaserbest of Seller's knowledge, nor the sale of the Mortgage Loans to the Purchaser, nor the execution or delivery of the Program Documents, nor the consummation of any of the Transactions herein or therein contemplated, nor the fulfillment of the terms hereof or thereof, will result in the breach of any term or provision of the certificate of incorporation or by-laws of the Seller, or neither conflict with, result in a material breach or violation or an acceleration of of, or constitute a default under any material term applicable law, judgment, order, injunction, decree, rule, regulation or ruling of any indenture court or other agreement governmental instrumentality, nor do they conflict with, constitute a grounds for termination of, result in a breach of, or instrument constitute a default under, any agreement, contract, instrument, license or permit to which the Seller is a party or by which the Seller is or its property or assets are bound. (e) Seller has delivered to Buyer an unaudited balance sheet of Seller dated September 30, 1999 (the "Balance Sheet") and unaudited statements of income and cashflow of Seller for the twelve (12) months ended September 30, 1999 (collectively, the "Financial Statements"). The Financial Statements present fairly in all material respects the financial position of Seller as of September 30, 1999 and the results of operations and cashflow of Seller for the twelve (12) months ended September 30, 1999 in conformity with generally accepted accounting principles. (f) Since September 30, 1999, Seller has operated the Business in the ordinary course of business consistent with past practices and there has not occurred any material adverse change in the Business. (g) To Seller's knowledge, no customer or any statute, order supplier of Seller has notified Seller that intends to discontinue or regulation applicable to materially change its business relationship with Seller or materially reduce the Seller amount of any court, regulatory body, administrative agency, governmental body or arbitrator having jurisdiction over the business it does with Seller. (viih) Except for the Excluded Property, the Assets constitute all the properties and assets held exclusively for use in connection with the conduct of the Business and constitute all of the assets reflected in the Balance Sheet other than Assets dispersed of in the ordinary course of business since September 30, 1999. (i) Seller has now, and on the date of closing will have and convey to Buyer, good and marketable title to all the Assets subject to no Encumbrance. No other person, organization or entity has any right to the use or is in possession of any of the Assets nor maintains a security interest or lien of any nature affecting such Assets. (j) The Equipment is in good working order at the date of closing. (k) No judgment, award, order or decree of any nature has been rendered against or with respect to Seller by any agency, arbitrator, court, commission or other authority which is any way affects or relates to the Assets or the Business. There are no actionsclaims, proceedings litigation, governmental or investigations other investigation or other proceeding pending or, to the knowledge of Seller's knowledge, threatened against the Seller that, in the Seller's judgment, if determined adversely to the Seller, would prevent the consummation of any of the Transactions or would materially and adversely affect the interests of the Purchaser in any of the Mortgage Loans, the validity or enforceability of any of the Program Documents Assets or the ability of the Seller to fulfill the terms of any of the Program DocumentsBusiness. (viiil) The Mortgage Loans were originated by the Seller has not been notified or by a savings associationcharged with nor is Seller aware of any violation of any law, a savings bank, a commercial bank regulation or similar banking institution that is supervised and examined by a Federal governmental order or state banking authority, a mortgagee approved by the Secretary requirement or insurance company requirement relating to any aspect of the Department of Housing and Urban Development pursuant to Section 203 and 211 of Business or the National Housing Act or a FNMA- or FHLMC-approved sellerAssets. (bm) Seller has made no material misrepresentations to Buyer relating to the Business or the Assets. (n) The Seller hereby represents and warrants to the Purchaser, as to each Mortgage Loan as of each respective Closing Date has no union employees or such other date as may be specified below, that:agreements. (i) The information set forth in the Mortgage Loan Schedule is true and correct in all material respects; (iio) As of the related Closing Datedate of possession and thereafter, but not the Mortgage Loan is not delinquent in payment more than 29 days and the Mortgage Loan has not been dishonored; the Mortgage Loan has never been delinquent in payment for more than 59 days and has not more than once during the twelve months preceding the Cut-Off Date been delinquent in payment for more than 30 days; date of Closing, there are no material defaults under written contracts of employment between the terms Seller and the employees of the Mortgage Loan; the Seller has not advanced funds, or induced, solicited or knowingly received any advance of funds from a party other than the owner of the Mortgaged Property subject to the Mortgage, directly or indirectly, for the payment of any amount required by the Mortgage Loan; (iii) Business. To the best of the Seller's knowledge, there are no delinquent taxes or other outstanding charges affecting the related Mortgaged Property which would permit a taxing authority to initiate foreclosure proceedings against the Mortgaged Property; (iv) The terms of the Mortgage Note and the Mortgage have not been impaired, waived, altered or modified in any respect, except by written instruments contained in the Mortgage File, the substance of which waiver, alteration or modification is reflected on the Mortgage Loan Schedule. No Mortgagor has been released, in whole or in part, except in connection with an assumption agreement which assumption agreement is part of the Mortgage File and the terms of which are reflected in the Mortgage Loan Schedule; (v) The Mortgagor has not asserted that the Mortgage Note and the Mortgage are subject to any right of rescission, set-off, counterclaim or defense, including the defense of usury, nor will the operation of any of the terms of the Mortgage Note and the Mortgage, or the exercise of any right thereunder, render the Mortgage unenforceable, in whole or in part, or subject to any right of rescission, set-off, counterclaim or defense, including the defense of usury and to the best of the Seller's knowledge, no such right of rescission, set-off, counterclaim or defense has been asserted by any Person other than the obligor with respect thereto; (vi) Pursuant to the terms of the Mortgage, all buildings or other improvements upon the Mortgaged Property are insured by a generally acceptable insurer against loss by fire, hazards of extended coverage and such other hazards as are customary in the area where the Mortgaged Property is located. If required by the Flood Disaster Protection Act of 1973, as amended, the Mortgage Loan is covered by a flood insurance policy meeting the requirements of the current guidelines of the Federal Insurance Administration. All individual insurance policies contain a standard mortgagee clause naming the Seller and its successors and assigns as mortgagee, and all premiums thereon have been paid. 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. 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 any hazard insurance policy covering the common facilities of a planned unit development. To the best of the 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 insure to the benefit of the Purchaser upon the consummation of the transactions contemplated by this Agreement. The Seller has not engaged in, and has no knowledge of the Mortgagor'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 including, without limitation, no unlawful fee, commission, kickback or other unlawful compensation or value claims of any kind has been asserted or will be received, retained or realized threatened against Seller by any attorneyperson, firm agency or entity arising out of Seller's labor or employment relations. (p) Seller shall continue to conduct the Business in its ordinary course pending closing, shall not incur any liabilities or obligations other person than in the ordinary and usual course of business and Seller shall make no change in the employment arrangement of any employee without Buyer's prior written consent, which consent shall not be unreasonably withheld or entitydelayed. (q) Seller has filed all necessary federal, state, and local income tax returns and has further filed all sales and use tax returns required by law and has paid all taxes, license fees, assessments, and penalties which are due and payable with respect to said returns. Seller further warrants and represents that there are no such unlawful items have been receivedunpaid taxes (i.e. income taxes, retained sales tax or realized otherwise), which are payable by Seller as of the date of closing and Seller acknowledges and warrants that Buyer assumes no liability whatsoever for any of Seller's taxes, penalties, interest or related expenses.

Representations, Warranties and Agreements of Seller. (a) The Seller represents and warrants to (and all such representations and warranties shall survive the Purchaser that as Closing and delivery of the date hereof instruments pursuant hereto for a period of one year), and agrees with Purchaser as of each respective Closing Date (or as of such other date or dates as may be expressly set forth below): (i) The follows: Seller is a corporation duly incorporatedorganized, validly existing and in good standing as a corporation under the laws of the State of Delaware. The Seller has full power and authority corporate and otherwise) to own its properties and conduct its business as presently conducted by it, and to enter into and perform its obligations under all of the Program Documents, and to sell each Mortgage Loan, and holds all licenses necessary to carry on its business as now being conducted Assets and is licensed in, duly qualified to transact do business in and is in good standing under the laws of each state in every jurisdiction in which any Mortgaged Property is located if the laws of such state require licensing Assets are located or qualification in order titled except where the failure to conduct business be so qualified would not have a material adverse effect on the Assets. The execution, delivery and performance of the type conducted this Agreement by Seller has been or will be duly authorized by the Seller, and in any event the Seller was and is in compliance with the laws board of any such state to the extent necessary to ensure the enforceability directors of each Mortgage Loan. (ii) This Agreement, the Master Servicing Agreement and the Custodial Letter Agreement each has been duly authorized, executed and delivered by the Seller, and each, assuming the due authorization, execution and delivery thereof by the Purchaser and the enforceability thereof against the Purchaser, constitutes the legal, valid and binding agreement of the Seller, enforceable against the Seller in accordance with its termsall applicable laws and the articles of incorporation and the by-laws of Seller, and at the Closing no further corporate action will be necessary on the part of Seller to make this Agreement valid and binding on Seller and enforceable against Seller except as the such enforceability thereof may be limited by applicable bankruptcy, insolvency, liquidation, moratorium, reorganization fraudulent conveyance or other similar laws affecting the rights of creditors generally or the availability of equitable remedies. The execution, delivery and performance of this Agreement by general principles Seller (i) is not contrary to the articles of equityincorporation or the by-laws of Seller, regardless (ii) except as set forth in Exhibit C attached hereto, does not now and will not, with the passage of whether enforcement is sought time, the giving of notice or otherwise, result in a proceeding in equity violation or at law. (iii) As of the respective Closing Datebreach of, the Purchase Price and Terms Letter has been duly authorizedor constitute a default under, executed and delivered by the Seller, and the Purchase Price and Terms Letter, assuming the due authorization, execution and delivery thereof by the Purchaser and the enforceability thereof against the Purchaser, constitutes the legal, valid and binding agreement of the Seller, enforceable against the Seller in accordance with its terms, except as the enforceability thereof may be limited by bankruptcy, insolvency, liquidation, moratorium, reorganization or other similar laws affecting the rights of creditors generally or by general principles of equity, regardless of whether enforcement is sought in a proceeding in equity or at law. (iv) As of the respective Closing Date, the Warranty Xxxx of Sale has been duly authorized, executed and delivered by the Seller, and the Warranty Xxxx of Sale constitutes the legal, valid and binding agreement of the Seller, enforceable against the Seller in accordance with its terms, except as the enforceability thereof may be limited by bankruptcy, insolvency, liquidation, moratorium, reorganization or other similar laws affecting the rights of creditors generally or by general principles of equity, regardless of whether enforcement is sought in a proceeding in equity or at law. (v) The representations and warranties made by the Seller under the Master Servicing Agreement and the Warranty Xxxx of Sale are true and correct in all material respects on the respective Closing Date. (vi) Neither the delivery of the Mortgage Loans to the Purchaser, nor the sale of the Mortgage Loans to the Purchaser, nor the execution or delivery of the Program Documents, nor the consummation of any of the Transactions herein or therein contemplated, nor the fulfillment of the terms hereof or thereof, will result in the breach of any term or provision of the certificate any indenture, mortgage, deed of incorporation or by-laws of the Sellertrust, or conflict withlease, result in a material breach or violation or an acceleration of or constitute a default under any material term of any indenture or other instrument, order, judgment, decree, rule, regulation, law, contract, agreement or instrument any other restriction to which the Seller is a party or by to which Seller or any of its respective assets is subject or bound, (iii) except as set forth in Exhibit C attached hereto will not result in the creation of any lien or other charge upon any assets of Seller, and (iv) except as set forth in Exhibit C attached hereto, will not result in any acceleration or termination of any loan or security interest agreement to which Seller is bound, a party or any statute, order or regulation applicable to the which Seller of any court, regulatory body, administrative agency, governmental body or arbitrator having jurisdiction over the Seller. (vii) There are no actions, proceedings or investigations pending or, to the Seller's knowledge, threatened against the Seller that, in the Seller's judgment, if determined adversely to the Seller, would prevent the consummation of any of the Transactions or would materially and adversely affect the interests of the Purchaser in any of the Mortgage Loans, the validity or enforceability of any of the Program Documents or the ability of the Seller to fulfill the terms of any of the Program Documents. (viii) The Mortgage Loans were originated by the Seller Assets is subject or by a savings association, a savings bank, a commercial bank or similar banking institution that is supervised and examined by a Federal or state banking authority, a mortgagee approved by the Secretary of the Department of Housing and Urban Development pursuant to Section 203 and 211 of the National Housing Act or a FNMA- or FHLMC-approved seller. (b) The Seller hereby represents and warrants to the Purchaser, as to each Mortgage Loan as of each respective Closing Date or such other date bound. Except as may be specified below, that: (i) The information expressly set forth herein and except as set forth in the Mortgage Loan Schedule is true and correct in all material respects; (ii) As of the related Closing DateExhibit C attached hereto, the Mortgage Loan is not delinquent in payment more than 29 days and the Mortgage Loan has not been dishonored; the Mortgage Loan has never been delinquent in payment for more than 59 days and has not more than once during the twelve months preceding the Cut-Off Date been delinquent in payment for more than 30 days; there are no material defaults under the terms of the Mortgage Loan; the Seller has not advanced funds, approval or induced, solicited or knowingly received any advance of funds from a party other than the owner of the Mortgaged Property subject to the Mortgage, directly or indirectly, for the payment consent of any amount required by the Mortgage Loan; (iii) To the best of the Seller's knowledge, there are no delinquent taxes or other outstanding charges affecting the related Mortgaged Property which would permit a taxing authority to initiate foreclosure proceedings against the Mortgaged Property; (iv) The terms of the Mortgage Note and the Mortgage have not been impaired, waived, altered or modified in any respect, except by written instruments contained in the Mortgage File, the substance of which waiver, alteration or modification is reflected on the Mortgage Loan Schedule. No Mortgagor has been released, in whole or in part, except in connection with an assumption agreement which assumption agreement is part of the Mortgage File and the terms of which are reflected in the Mortgage Loan Schedule; (v) The Mortgagor has not asserted that the Mortgage Note and the Mortgage are subject to any right of rescission, set-off, counterclaim or defense, including the defense of usury, nor will the operation of any of the terms of the Mortgage Note and the Mortgage, or the exercise of any right thereunder, render the Mortgage unenforceable, in whole or in part, or subject to any right of rescission, set-off, counterclaim or defense, including the defense of usury and to the best of the Seller's knowledge, no such right of rescission, set-off, counterclaim or defense has been asserted by any Person other than the obligor with respect thereto; (vi) Pursuant to the terms of the Mortgage, all buildings or other improvements upon the Mortgaged Property are insured by a generally acceptable insurer against loss by fire, hazards of extended coverage and such other hazards as are customary in the area where the Mortgaged Property is located. If required by the Flood Disaster Protection Act of 1973, as amended, the Mortgage Loan is covered by a flood insurance policy meeting the requirements of the current guidelines of the Federal Insurance Administration. All individual insurance policies contain a standard mortgagee clause naming the Seller and its successors and assigns as mortgagee, and all premiums thereon have been paid. 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. 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 any hazard insurance policy covering the common facilities of a planned unit development. To the best of the 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 insure to the benefit of the Purchaser upon the consummation of the transactions contemplated by this Agreement. The Seller has not engaged in, and has no knowledge of the Mortgagor'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 including, without limitation, 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 attorneyperson, firm or other person entity or entitygovernmental body is or was required to be obtained by Seller for the authorization of this Agreement or the performance by Seller of the obligations of Seller under this Agreement. Seller owns and possesses and will own and possess as of the Closing all rights, title and interests in and to the Assets, including, without limitation free and clear of all easements, liens, security interests, encumbrances, and no such unlawful items other title defects or restrictions of any nature. Seller has and will have been receivedas of the Closing the rights, retained power and capacity to assign, convey, deliver, sell and transfer the Assets free and clear of any title defect or realized restriction. All tangible Assets of Seller are in the possession or under the control of Seller. The Assets are being acquired by Purchaser from Seller "AS IS, WHERE IS WITH ALL FAULTS". Seller enjoys peaceful and quiet possession of the SellerAssets pursuant to or by all of the deeds, bills of sale, leases, licenses and other agreements under which Seller is operating and engaged in business. EXCEPT AS OTHERWISE EXPRESSLY PROVIDED IN THIS PARAGRAPH, SELLER IS MAKING NO REPRESENTATION OR WARRANTY, ACTUAL OR IMPLIED, AS TO THE ASSETS.

Representations, Warranties and Agreements of Seller. (a) The Seller hereby represents and warrants to the Purchaser that to, and agrees with, Xxxxx as of the date hereof and as of each respective the Closing Date (or as of if such other date or dates representations, warranties and agreements were made at Closing) as may be expressly set forth below):follows: (ia) The Seller is duly incorporated, validly existing and in good standing as a corporation under the laws of the State of Delaware. The Seller has full power and authority corporate and otherwise) to own its properties and conduct its business as presently conducted by it, and to enter into this Agreement and perform its obligations under to consummate the Program Documentstransactions contemplated hereby. The execution, delivery and performance by Seller of this Agreement has received all requisite corporate, partnership or other organizational approvals, as the case may be, and to sell each Mortgage Loan, and holds all licenses no other action or proceeding on Seller’s part is necessary to carry on its business as now being conducted authorize the execution and is licensed in, qualified to transact business in delivery of this Agreement by Seller and is in good standing under the laws of each state in which any Mortgaged Property is located if the laws of such state require licensing or qualification in order to conduct business consummation by Seller of the type conducted by the Seller, and in any event the Seller was and is in compliance with the laws of any such state to the extent necessary to ensure the enforceability of each Mortgage Loantransactions contemplated hereby. (iib) This Agreement, the Master Servicing Agreement and the Custodial Letter Agreement each Seller has been duly authorized, executed and delivered by the Seller, and each, assuming the due authorization, execution and delivery thereof by the Purchaser and the enforceability thereof against the Purchaser, this Agreement. (c) This Agreement constitutes the a legal, valid and binding agreement obligation of the Seller, enforceable against the Seller it in accordance with its terms, except as the such enforceability thereof may be limited by applicable bankruptcy, insolvency, liquidation, moratorium, reorganization or other similar laws affecting in effect which affect the enforcement of creditors’ rights generally and by equitable limitations on the availability of creditors generally specific remedies whether in law or by general principles of in equity, regardless of whether enforcement is sought in a proceeding in equity or at law. (iiid) As of the respective Closing Datedate hereof, the Purchase Price Seller has good and Terms Letter has been duly authorized, executed and delivered by the Sellermarketable title to, and is the Purchase Price sole legal and Terms Letter, assuming the due authorization, execution and delivery thereof by the Purchaser and the enforceability thereof against the Purchaser, constitutes the legal, valid and binding agreement of the Seller, enforceable against the Seller in accordance with its terms, except as the enforceability thereof may be limited by bankruptcy, insolvency, liquidation, moratorium, reorganization or other similar laws affecting the rights of creditors generally or by general principles of equity, regardless of whether enforcement is sought in a proceeding in equity or at law. (iv) As of the respective Closing Date, the Warranty Xxxx of Sale has been duly authorized, executed and delivered by the Seller, and the Warranty Xxxx of Sale constitutes the legal, valid and binding agreement of the Seller, enforceable against the Seller in accordance with its terms, except as the enforceability thereof may be limited by bankruptcy, insolvency, liquidation, moratorium, reorganization or other similar laws affecting the rights of creditors generally or by general principles of equity, regardless of whether enforcement is sought in a proceeding in equity or at law. (v) The representations and warranties made by the Seller under the Master Servicing Agreement and the Warranty Xxxx of Sale are true and correct in all material respects on the respective Closing Date. (vi) Neither the delivery of the Mortgage Loans to the Purchaser, nor the sale of the Mortgage Loans to the Purchaser, nor the execution or delivery of the Program Documents, nor the consummation of any of the Transactions herein or therein contemplated, nor the fulfillment of the terms hereof or thereof, will result in the breach of any term or provision of the certificate of incorporation or by-laws of the Seller, or conflict with, result in a material breach or violation or an acceleration of or constitute a default under any material term of any indenture or other agreement or instrument to which the Seller is a party or by which the Seller is bound, or any statute, order or regulation applicable to the Seller of any court, regulatory body, administrative agency, governmental body or arbitrator having jurisdiction over the Seller. (vii) There are no actions, proceedings or investigations pending or, to the Seller's knowledge, threatened against the Seller that, in the Seller's judgment, if determined adversely to the Seller, would prevent the consummation of any of the Transactions or would materially and adversely affect the interests of the Purchaser in any of the Mortgage Loans, the validity or enforceability of any of the Program Documents or the ability of the Seller to fulfill the terms of any of the Program Documents. (viii) The Mortgage Loans were originated by the Seller or by a savings association, a savings bank, a commercial bank or similar banking institution that is supervised and examined by a Federal or state banking authority, a mortgagee approved by the Secretary of the Department of Housing and Urban Development pursuant to Section 203 and 211 of the National Housing Act or a FNMA- or FHLMC-approved seller. (b) The Seller hereby represents and warrants to the Purchaser, as to each Mortgage Loan as of each respective Closing Date or such other date as may be specified below, that: (i) The information set forth in the Mortgage Loan Schedule is true and correct in all material respects; (ii) As of the related Closing Date, the Mortgage Loan is not delinquent in payment more than 29 days and the Mortgage Loan has not been dishonored; the Mortgage Loan has never been delinquent in payment for more than 59 days and has not more than once during the twelve months preceding the Cut-Off Date been delinquent in payment for more than 30 days; there are no material defaults under the terms of the Mortgage Loan; the Seller has not advanced funds, or induced, solicited or knowingly received any advance of funds from a party other than the beneficial owner of the Mortgaged Property subject to the Mortgage, directly or indirectly, for the payment of any amount required by the Mortgage Loan; (iii) To the best of the Seller's knowledge, there are no delinquent taxes or other outstanding charges affecting the related Mortgaged Property which would permit a taxing authority to initiate foreclosure proceedings against the Mortgaged Property; (iv) The terms of the Mortgage Note and the Mortgage have not been impaired, waived, altered or modified in any respect, except by written instruments contained in the Mortgage File, the substance of which waiver, alteration or modification is reflected on the Mortgage Loan Schedule. No Mortgagor has been released, in whole or in part, except in connection with an assumption agreement which assumption agreement is part of the Mortgage File and the terms of which are reflected in the Mortgage Loan Schedule; (v) The Mortgagor has not asserted that the Mortgage Note and the Mortgage are subject to any right of rescission, set-off, counterclaim or defense, including the defense of usury, nor will the operation of any of the terms of the Mortgage Note and the Mortgage, or the exercise of any right thereunder, render the Mortgage unenforceable, in whole or in part, or subject to any right of rescission, set-off, counterclaim or defense, including the defense of usury and to the best of the Seller's knowledge, no such right of rescission, set-off, counterclaim or defense has been asserted by any Person other than the obligor with respect thereto; (vi) Pursuant to the terms of the Mortgage, all buildings or other improvements upon the Mortgaged Property are insured by a generally acceptable insurer against loss by fire, hazards of extended coverage and such other hazards as are customary in the area where the Mortgaged Property is located. If required by the Flood Disaster Protection Act of 1973, as amended, the Mortgage Loan is covered by a flood insurance policy meeting the requirements of the current guidelines of the Federal Insurance Administration. All individual insurance policies contain a standard mortgagee clause naming the Seller and its successors and assigns as mortgagee, and all premiums thereon have been paid. The Mortgage obligates the Mortgagor thereunder to maintain the hazard insurance policy at the Mortgagor's cost and expenseof, and on the Mortgagor's failure Closing Date until delivery thereof to do soBuyer, authorizes the holder of the Mortgage Seller will continue to obtain have good and maintain such insurance at such Mortgagor's cost and expensemarketable title to, and to seek reimbursement therefor from be the Mortgagor. Where required by state law or regulationsole legal and beneficial owner of, the Mortgagor Seller’s Notes in the principal amount set forth above, free and clear of all liabilities, claims, liens, options, proxies, charges, participations and encumbrances of any kind or character whatsoever, arising out of any act of Seller or otherwise. (e) Seller has been given an opportunity not used any broker or finder in connection with the transactions contemplated hereby and Buyer will not have any liability or otherwise suffer or incur any loss as a result of or in connection with any brokerage or finder’s fee or other commission of any Person retained by Seller in connection with the transactions contemplated by this Agreement. (f) Seller has made its own independent assessment concerning the relevant tax, legal, economic and other considerations relevant 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 any hazard insurance policy covering the common facilities of a planned unit development. To the best its sale of the Seller's knowledge ’s Notes. Seller has made its own investment decision based upon its own judgment and upon any advice from any advisors as it has deemed necessary or desirable in connection with its decision to sell the hazard insurance policy Seller’s Notes and not upon any view expressed by Xxxxx or any of Buyer’s advisors, agents or representatives. (g) The Purchase Price has been negotiated between Seller and Buyer on an arm’s length basis, and Seller has not been subjected to any form of pressure, coercion or intimidation, for it to sell the Seller’s Notes to Buyer. (h) Seller is the valid and binding obligation a “Qualified Institutional Buyer” as defined under Rule 144A of the insurerSecurities Act of 1933, as amended (the “Securities Act”). Seller is a sophisticated, experienced and well-informed institutional investor and has knowledge and experience in full force financial and effectbusiness matters as to be capable of evaluating the merits, risks and will be in full force and effect and insure to the benefit of the Purchaser upon the consummation advisability of the transactions contemplated by this Agreement. The Seller has understands the merits and economic risks associated with the sale of the Seller’s Notes under this Agreement and is entering into this Agreement with a full understanding of the terms under this Agreement and such merits and economics risk. (i) Seller acknowledges and understands that Buyer possess material nonpublic information regarding the Buyer not engaged inknown to Seller that may impact the value of the Notes or the Seller’s Notes, which information includes, but is not limited to, (x) trends, predictions and forecasts of the Buyer’s future financial results and prospects, and has no knowledge (y) possible acquisitions, dispositions, financings and other transactions (collectively, the “Confidential Information”), and that the Buyer is unable to and will not, disclose the Confidential Information to Seller, consistent with the federal securities laws. Seller understands, based on its financial sophistication and experience, the disadvantage to which Seller is subject due to the disparity of information between Seller and Buyer. Notwithstanding such disparity, Seller desires and deems it appropriate to consummate the transactions contemplated by this Agreement. (j) Seller agrees that none of Buyer, its affiliates, principals, officers, directors, stockholders, partners, employees and agents shall have any liability to Seller, its affiliates, principals, officers, directors, stockholders, partners, employees or agents whatsoever due to or in connection with Buyer’s use or non-disclosure of the Mortgagor's having engaged inConfidential Information in connection with the transaction, and Seller hereby irrevocably waives any act or omission which would impair claim that it might have based on the coverage of any such policy, the benefits failure of the endorsement provided for hereinBuyer to disclose the Confidential Information. (k) Seller acknowledges that Buyer is relying on Seller’s representations, or warranties, acknowledgments and agreements in this Agreement as a condition to proceeding with the validity and binding effect of either including, without limitation, no unlawful fee, commission, kickback or other unlawful compensation or value of any kind has been or will be received, retained or realized transactions contemplated by any attorney, firm or other person or entity, and no such unlawful items have been received, retained or realized by the Sellerthis Agreement.

Representations, Warranties and Agreements of Seller. (a) The Seller represents and warrants to (and all such representations and warranties shall survive the Purchaser that as Closing and delivery of the date hereof instruments pursuant hereto for a period of six months), and agrees with Purchaser as of each respective Closing Date (or as of such other date or dates as may be expressly set forth below): (i) The follows: Seller is a corporation duly incorporatedorganized, validly existing and in good standing as a corporation under the laws of the State of Delaware. The Seller has full power and authority corporate and otherwise) to own its properties and conduct its business as presently conducted by it, and to enter into and perform its obligations under the Program Documents, and to sell each Mortgage Loan, and holds all licenses necessary to carry on its business as now being conducted and is licensed in, qualified to transact business in and is in good standing under the laws of each state in which any Mortgaged Property is located if the laws of such state require licensing or qualification in order to conduct business of the type conducted Real Property. The execution, delivery and performance of this Real Property Agreement by Seller has been or will be duly authorized by the Seller, and in any event the Seller was and is in compliance with the laws board of any such state to the extent necessary to ensure the enforceability directors of each Mortgage Loan. (ii) This Agreement, the Master Servicing Agreement and the Custodial Letter Agreement each has been duly authorized, executed and delivered by the Seller, and each, assuming the due authorization, execution and delivery thereof by the Purchaser and the enforceability thereof against the Purchaser, constitutes the legal, valid and binding agreement of the Seller, enforceable against the Seller in accordance with its terms, except as all applicable laws and the enforceability thereof may be limited by bankruptcy, insolvency, liquidation, moratorium, reorganization or other similar certificate of incorporation and the by-laws affecting the rights of creditors generally or by general principles of equity, regardless of whether enforcement is sought in a proceeding in equity or at law. (iii) As of the respective Closing Date, the Purchase Price and Terms Letter has been duly authorized, executed and delivered by the Seller, and at the Purchase Price and Terms Letter, assuming Closing no further corporate action will be necessary on the due authorization, execution and delivery thereof by the Purchaser and the enforceability thereof against the Purchaser, constitutes the legal, part of Seller to make this Real Property Agreement valid and binding agreement on Seller and enforceable against Seller. The execution, delivery and performance of this Real Property Agreement by Seller (i) is not contrary to the certificate of incorporation or the by-laws of Seller, enforceable against the Seller in accordance with its terms, (ii) except as set forth on Schedule 3 does not now and will not, with the enforceability thereof may be limited by bankruptcypassage of time, insolvencythe giving of notice or otherwise, liquidation, moratorium, reorganization or other similar laws affecting the rights of creditors generally or by general principles of equity, regardless of whether enforcement is sought result in a proceeding in equity violation or at law. (iv) As of the respective Closing Datebreach of, the Warranty Xxxx of Sale has been duly authorizedor constitute a default under, executed and delivered by the Seller, and the Warranty Xxxx of Sale constitutes the legal, valid and binding agreement of the Seller, enforceable against the Seller in accordance with its terms, except as the enforceability thereof may be limited by bankruptcy, insolvency, liquidation, moratorium, reorganization or other similar laws affecting the rights of creditors generally or by general principles of equity, regardless of whether enforcement is sought in a proceeding in equity or at law. (v) The representations and warranties made by the Seller under the Master Servicing Agreement and the Warranty Xxxx of Sale are true and correct in all material respects on the respective Closing Date. (vi) Neither the delivery of the Mortgage Loans to the Purchaser, nor the sale of the Mortgage Loans to the Purchaser, nor the execution or delivery of the Program Documents, nor the consummation of any of the Transactions herein or therein contemplated, nor the fulfillment of the terms hereof or thereof, will result in the breach of any term or provision of the certificate any indenture, mortgage, deed of incorporation or by-laws of the Sellertrust, or conflict withlease, result in a material breach or violation or an acceleration of or constitute a default under any material term of any indenture or other instrument, order, judgment, decree, rule, regulation, law, contract, agreement or instrument any other restriction to which the Seller is a party or by to which the Seller or any of its respective Real Property is subject or bound, or any statute, order or regulation applicable to the Seller of any court, regulatory body, administrative agency, governmental body or arbitrator having jurisdiction over the Seller. (vii) There are no actions, proceedings or investigations pending or, to the Seller's knowledge, threatened against the Seller that, in the Seller's judgment, if determined adversely to the Seller, would prevent the consummation of any of the Transactions or would materially and adversely affect the interests of the Purchaser in any of the Mortgage Loans, the validity or enforceability of any of the Program Documents or the ability of the Seller to fulfill the terms of any of the Program Documents. (viii) The Mortgage Loans were originated by the Seller or by a savings association, a savings bank, a commercial bank or similar banking institution that is supervised and examined by a Federal or state banking authority, a mortgagee approved by the Secretary of the Department of Housing and Urban Development pursuant to Section 203 and 211 of the National Housing Act or a FNMA- or FHLMC-approved seller. (b) The Seller hereby represents and warrants to the Purchaser, as to each Mortgage Loan as of each respective Closing Date or such other date as may be specified below, that: (i) The information set forth in the Mortgage Loan Schedule is true and correct in all material respects; (ii) As of the related Closing Date, the Mortgage Loan is not delinquent in payment more than 29 days and the Mortgage Loan has not been dishonored; the Mortgage Loan has never been delinquent in payment for more than 59 days and has not more than once during the twelve months preceding the Cut-Off Date been delinquent in payment for more than 30 days; there are no material defaults under the terms of the Mortgage Loan; the Seller has not advanced funds, or induced, solicited or knowingly received any advance of funds from a party other than the owner of the Mortgaged Property subject to the Mortgage, directly or indirectly, for the payment of any amount required by the Mortgage Loan; (iii) To except as set forth on Schedule 3 will not result in the best creation of the Seller's knowledge, there are no delinquent taxes any lien or other outstanding charges affecting the related Mortgaged charge upon any Real Property which would permit a taxing authority to initiate foreclosure proceedings against the Mortgaged Property; of Seller, and (iv) The terms of the Mortgage Note and the Mortgage have except as set forth on Schedule 3 will not been impaired, waived, altered or modified result in any respect, except by written instruments contained in the Mortgage File, the substance of which waiver, alteration acceleration or modification is reflected on the Mortgage Loan Schedule. No Mortgagor has been released, in whole or in part, except in connection with an assumption agreement which assumption agreement is part of the Mortgage File and the terms of which are reflected in the Mortgage Loan Schedule; (v) The Mortgagor has not asserted that the Mortgage Note and the Mortgage are subject to any right of rescission, set-off, counterclaim or defense, including the defense of usury, nor will the operation termination of any of the terms of the Mortgage Note and the Mortgage, loan or security interest agreement to which Seller is a party or to which Seller or the exercise of any right thereunder, render the Mortgage unenforceable, in whole or in part, or subject to any right of rescission, set-off, counterclaim or defense, including the defense of usury and to the best of the Seller's knowledge, no such right of rescission, set-off, counterclaim or defense has been asserted by any Person other than the obligor with respect thereto; (vi) Pursuant to the terms of the Mortgage, all buildings or other improvements upon the Mortgaged Property are insured by a generally acceptable insurer against loss by fire, hazards of extended coverage and such other hazards as are customary in the area where the Mortgaged Real Property is located. If required by the Flood Disaster Protection Act of 1973, as amended, the Mortgage Loan is covered by a flood insurance policy meeting the requirements of the current guidelines of the Federal Insurance Administration. All individual insurance policies contain a standard mortgagee clause naming the Seller and its successors and assigns as mortgagee, and all premiums thereon have been paid. 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. Where required by state law subject 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 any hazard insurance policy covering the common facilities of a planned unit developmentbound. To the best of the Seller's knowledge the hazard insurance policy is the valid and binding obligation of the insurerknowledge, is in full force and effect, and will be in full force and effect and insure to the benefit of the Purchaser upon the consummation of the transactions contemplated by this Agreement. The Seller has not engaged in, and has except as set forth on Schedule 3 no knowledge of the Mortgagor's having engaged in, any act approval or omission which would impair the coverage consent of any such policy, the benefits of the endorsement provided for herein, or the validity and binding effect of either including, without limitation, 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 attorneyperson, firm or other person entity or entity, and no such unlawful items have been received, retained governmental body is or realized was required to be obtained by Seller for the Sellerauthorization of this Real Property Agreement or the performance by Seller of the obligations of Seller under this Real Property Agreement.