Representations and Warranties

Introduction

As of the date of the Agreement and as of each Funding Date, the Seller makes each of the following Representations, Warranties and Covenants:

Representations, Warranties and Covenants Respecting the Seller

(a) The Seller (i) is duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization, (ii) is qualified to transact business in and is in good standing under the laws of each state where a Mortgaged Property is located or is otherwise exempt from such qualification or not required under applicable law to effect such qualification, and (iii) no demand for such qualification has been made upon the Seller by any state having jurisdiction, and in any event the Seller is or will be in compliance with the laws of any such state to the extent necessary to ensure the enforceability of each Mortgage Note and the sale of the Mortgage Loans as contemplated by the Agreement;

(b) The Seller has the full power and authority to perform, and to enter into and consummate, all transactions contemplated by the Agreement. The Seller has the full power and authority to hold each Mortgage Loan and to sell each Mortgage Loan;

(c) Neither the acquisition nor the origination of the Mortgage Loans by the Seller, the sale of the Mortgage Loans to the Purchaser, the consummation of the transactions contemplated hereby, nor the fulfillment of or compliance with the terms and conditions of the Agreement, will conflict with or result in a breach of any of the terms, conditions or provisions of the Seller's charter, certificate of incorporation, bylaws or other organizational documents, or result in a material breach of any legal restriction or any agreement or instrument to which the Seller is now a party or by which it is bound, or constitute a material default or result in an acceleration under any of the foregoing, or result in the violation of any law, rule, regulation, order, judgment or decree to which the Seller or its property is subject;

(d) The Seller is a member of MERS in good standing, and has complied with the rules and procedures of MERS in connection with the Mortgage Loans registered with the MERS System;

(e) The Seller does not believe, nor does it have any reason or cause to believe, that it cannot perform each and every covenant contained in the Agreement. Seller is solvent and the sale of the Mortgage Loans will not cause Seller to become insolvent. The sale of the Mortgage Loans is not undertaken with the intent to hinder, delay or defraud any of Seller's creditors. The Seller has not filed a petition in bankruptcy or for protection under any other federal or state debtor relief law on or prior to the Funding Date;

(f) There is no action, suit, proceeding, investigation or litigation pending or, to the best of the Seller's knowledge, threatened, which either in any one instance or in the aggregate, if determined adversely to the Seller, would adversely affect the sale of the Mortgage Loans to the Purchaser, or the Seller's ability to perform its obligations under the Agreement;

(g) No consent, approval, authorization or order of any court or governmental agency or body is required for the execution, delivery and performance by the Seller of or compliance by the Seller with the Agreement or the terms of the Mortgage Loans, the delivery of the Mortgage Files to the Purchaser, the sale of the Mortgage Loans to the Purchaser or the consummation of the transactions contemplated by the Agreement, or if required, such consent, approval, authorization or order has been obtained prior to the related Funding Date;

(h) The consummation of the transactions contemplated by the Agreement are in the ordinary course of business of the Seller, and the transfer, assignment and conveyance of the Mortgage Loans, including the Mortgage Notes, the Mortgages and/or the Servicing Rights, by the Seller pursuant to the Agreement are not subject to the bulk transfer laws or any similar statutory provisions in effect and applicable to this transaction; and

(i) Seller has determined that the disposition of the Mortgage Loans pursuant to the Agreement will be afforded sale treatment for tax and accounting purposes; and the sale of each Mortgage Loan shall be reflected on Seller's balance sheet and other financial statements as a sale of assets by Seller.

Representations and Warranties Regarding Individual Mortgage Loans

a) Loans are Current. are Current.The full principal amount of the Mortgage Loan has been advanced to the Borrower, either by payment directly to such person or by payment made on such person’s request or approval. The unpaid principal balance of the Mortgage Loan is as represented by Seller. All costs, fees and expenses incurred in making, closing and recording the Mortgage Loan have been paid. All payments required under the terms of the Mortgage Note to be made on or prior to the Funding Date have been made;

b) Sole Owner, Right to Transfer, No Encumbrances.The Seller is the sole owner and holder of the Mortgage Loan and is the custodian of the related Escrow Account, if applicable. The Mortgage Loan has neither been assigned nor pledged, and the Seller has good and marketable title thereto, and has full right to transfer and sell the Mortgage Loan to the Purchaser free and clear of any encumbrance, equity, lien, pledge, charge, claim or security interest, and has full right and authority, subject to no interest or participation of, or agreement with, any other party, to sell and assign each Mortgage Loan to the Purchaser pursuant to the terms of the Agreement;

c) Compliance with Applicable Law. Any and all requirements of any federal, state or local law, including, without limitation, those relating to usury, truth in lending, real estate settlement procedures, consumer credit and privacy protection, fair lending, predatory and abusive lending, equal credit opportunity or disclosure applicable to the Mortgage Loan, have been strictly complied with in all respects;

d) Compliance with Applicable Transfer Laws. As of the related Funding Date, the sale or transfer of the Mortgage Loan by the Seller complies with all applicable federal, state, and local laws, rules, and regulations governing such sale or transfer, including, without limitation, the Fair and Accurate Credit Transactions Act, the Patriot Act and the Fair Credit Reporting Act, each as may be amended from time to time;

e) No High Cost Loans. The Mortgage Loan is not classified as (a) a “high cost” loan under the Home Ownership and Equity Protection Act of 1994; (b) a “high cost,” “threshold,” “covered,” or “predatory” loan under any other applicable state, federal or local law (or a similarly classified loan using different terminology under a law, regulation or ordinance imposing heightened regulatory scrutiny or additional legal liability for residential mortgage loans having high interest rates, points and/or fees) or (c) a “High Cost Loan” or “Covered Loan” as defined in the current S&P LEVELS® Glossary.

f) No Fraud. The documents, instruments and agreements submitted were not falsified and contain no untrue statement of material fact or omit to state a material fact required to be stated therein or necessary to make the information and statements therein not misleading. No fraud or other misrepresentation was committed in connection with the origination of the Mortgage Loan by Seller, borrower or any third party in connection therewith;

g) Valid Lien. The Mortgage is a valid, existing and enforceable lien on the Mortgaged Property, including all improvements on the Mortgaged Property, if any, 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 the public record as of the date of recording being acceptable to mortgage lending institutions generally and specifically referred to in the lender's title insurance policy delivered to the originator of the Mortgage Loan and which do not adversely affect the Appraised Value of the Mortgaged Property, and (c) other matters to which like properties are commonly subject which do not materially interfere with the benefits of the security intended to be provided by the Mortgage or the use, enjoyment, value or marketability of the related Mortgaged Property;

h) Enforceable Note and Mortgage. The 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 the enforceability thereof may be limited by bankruptcy, insolvency or reorganization;

i) Modifications.The terms of the Mortgage Note and the Mortgage have not been impaired, waived, altered or modified in any respect, except by written instruments that are in the Mortgage File and have been or will be recorded, if necessary to protect the interests of the Purchaser, and that have been delivered to the Purchaser, all in accordance with the Agreement. The substance of any such waiver, alteration or modification has been approved by the primary mortgage guaranty insurer, if any, and by the title insurer, to the extent required by the related policy, and its terms are reflected on the Mortgage Loan Schedule. No Mortgagor has been released, in whole or in part, except in connection with an assumption agreement approved by the primary mortgage insurer, if any, and title insurer, to the extent required by the policy, and which assumption agreement is part of the Mortgage File and the terms of which are reflected in the Mortgage Loan Schedule, if executed prior to the related Funding Date;

j) Recordation. Each original Mortgage was recorded and each subsequent Assignment of Mortgage (other than the Assignment of Mortgage to the Purchaser) has been recorded in the appropriate jurisdictions wherein such recordation is necessary to perfect the lien thereof as against creditors of the Seller, or is in the process of being recorded;

k) No Satisfaction of Mortgage. The Mortgage has not been satisfied, canceled, subordinated, or rescinded, in whole or in part, and the Mortgaged Property has not been released from the lien of the Mortgage, in whole or in part, nor has any instrument been executed that would affect any such release, cancellation, subordination or rescission;

l) No Deceased Borrower. None of the Mortgagors is deceased;

m) No Pending Litigation. No Mortgage Loan is subject to any pending litigation, foreclosure, bankruptcy, insolvency, or reorganization proceeding;

n) No Advances. Unless indicated in the Mortgage Loan Schedule otherwise, 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 under the Mortgage Loan;

o) Agency Forms.The Mortgage Note and Mortgage are on forms that are acceptable for sale and securitization to the Agencies;

p) Authority. At all relevant times, the Seller had all requisite licenses and approvals to originate and service the Mortgage Loans in all jurisdictions where so required;

q) Bankruptcy Filings. No person obligated on the Mortgage Loan, including the Mortgagor, has filed a petition in bankruptcy or for protection under any other federal or state debtor relief law prior to the Funding Date;

r) No Outstanding Legal Fees. As of the Funding Date, any fees, costs and expenses (including counsel fees) incurred by the Seller in connection with any Mortgage Loan that is or was the subject of litigation or any other legal proceeding (including, without limitation, a bankruptcy or foreclosure proceeding) have been paid in full;

s) Title Insurance. The Mortgage Loan is covered by an ALTA lender's title insurance policy that (i) is acceptable to the Agencies, (ii) was issued by a title insurer acceptable to the Agencies and qualified to do business in the jurisdiction where the Mortgaged Property is located, and (iii) is otherwise in compliance with the Delivery chapter of the Guide in all respects;

t) Property Location and Type. The Mortgaged Property is a fee simple property located in the state identified in the Mortgage File and consists of a single parcel of real property with a detached single family residence erected thereon, or a two- to four-family dwelling, or such other dwelling conforming with the applicable Agency requirements regarding such dwelling. No portion of the Mortgaged Property is used for commercial purposes in such a manner that knowledgeable and sophisticated investors active in the residential secondary mortgage market would consider the Mortgaged Property commercial, rather than residential, property.

u) Property Insured. All buildings upon, or comprising part of, the Mortgaged Property are insured (i) by an insurer acceptable to the Agencies against loss by fire, hazards of extended coverage and such other hazards as are customary in the area where the Mortgaged Property is located, and (ii) in a manner that is otherwise in compliance with the Delivery chapter of the Guide in all respects;

v) Property Condition.The Mortgaged Property is free of material damage and waste and there is no proceeding pending for the total or partial condemnation thereof. The Mortgaged Property is free of contamination from Hazardous Substances, and no amount of any Hazardous Substance has been disposed of or identified on, under or at the Mortgaged Property;

w) Environmental. There is no pending action or proceeding directly involving the Mortgaged Property in which compliance with any environmental law, rule or regulation is an issue; there is no violation of any environmental law, rule or regulation with respect to the Mortgage Property; and nothing further remains to be done to satisfy in full all requirements of each such law, rule or regulation constituting a prerequisite to use and enjoyment of said property;

x) No Acceleration. There is no default, breach, violation or event of acceleration existing under the Mortgage or the Mortgage Note and no event which, with the passage of time or with notice and the expiration of any grace or cure period, would constitute a default, breach, violation or event of acceleration, and the Seller has not waived any such default, breach, violation or event of acceleration;

y) Servicemembers Civil Relief Ac t.The Mortgagor has not notified the Seller, and the Seller has no knowledge of any relief requested or allowed to the Mortgagor under the Servicemembers Civil Relief Act or other similar state statute;

z) GSE Eligible. For all Mortgage Loans underwritten to GSE guidelines, the Mortgage Loan was underwritten in accordance with either Fannie Mae’s Selling Guide or Freddie Mac’s Seller/Servicer Guide, as applicable, is otherwise eligible for sale or securitization to one or more GSEs in all respects, and the representations, warranties, covenants and other obligations under the respective GSE’s guidelines are incorporated by reference in their entirety into the Guide;

aa) Ginnie Mae Eligible. For all Mortgage Loans underwritten to Ginnie Mae guidelines, the Mortgage Loan was underwritten in accordance with Ginnie Mae’s guidelines, is eligible for securitization through Ginnie Mae, and the representations, warranties, covenants and other obligations under Ginnie Mae’s guidelines are incorporated by reference in their entirety into the Guide; and

bb) Compliance with the Guide. The Mortgage Loan complies with the Guide in all material respects.