REPRESENTATIONS AND WARRANTIES AS TO MORTGAGE LOANS PURSUANT TO SECTION 2.03(b)

The Master Servicer makes the following representations and warranties, as of the date of the initial issuance of the Certificates, pursuant to Section 2.03(b) of the Pooling and Servicing Agreement (the "agreement") to which this Exhibit is attached. Capitalized terms not defined in this instrument shall have the meanings specified in the agreement.

1. Execution and Delivery of Mortgage Loans. All parties executing each Mortgage Loan had full legal capacity to execute the Mortgage Loan documents executed by it and each Mortgage Note, Mortgage and other agreement or instrument executed and delivered by each Mortgagor in connection with its Mortgage Loan has been duly executed and delivered by such Mortgagor and constitutes the legal, valid and binding obligation of such Mortgagor. Each Mortgage contains customary and enforceable provisions which render the rights and remedies of the holder adequate to realize the benefits of the security against the related Mortgaged Property, including: (1) in the case of a Mortgage designated as a deed of trust, by trustee's sale and (2) otherwise by foreclosure, and there is no homestead or other exemption available to the Mortgagor that would interfere with such right to sell at a trustee's sale or right to foreclosure.

2. Compliance with Laws, Rules and Regulations. The Mortgagor's application for each Mortgage Loan was taken and processed, and each Mortgage Loan was closed and made, in compliance with all requirements of any Federal, state or local law or regulation applicable to such Mortgage Loan, including, without limitation, the Federal Real Estate Settlement Procedures Act of 1974, the Consumer Credit Protection Act and Regulation Z promulgated under it, the Fair Credit Reporting Act, the Equal Credit Opportunity Act and Regulation B promulgated under it, and all other laws, rules and regulations that impose requirements, restrictions or conditions on mortgage loan companies, lenders, financial institutions or other persons in connection with the lending of money or the extension of credit. None of the terms of the Mortgage Note or Mortgage or other documents evidencing any Mortgage Loan, executed by the Mortgagor in connection with such Mortgage Loan violates or conflicts with any applicable usury laws or governmental regulations or any other laws, rules or regulations that prohibit, restrict or impose limitations on any charge, fees or costs which the Mortgagor has paid or is or may be required to pay in connection with the Mortgage Loan, and the consummation of the transactions contemplated by the agreement, including, without limitation, the receipt of interest by Certificateholders, will not result in the violation of any of such laws.

3. Mortgage Constitutes First Lien. Each Mortgage is a valid, subsisting and enforceable first lien on the related Mortgaged Property including all improvements located on or affixed to it, and all additions, alterations and replacements made at any time with respect to the foregoing and the Mortgagor holds good and marketable title to the Mortgaged Property subject only to exceptions permitted to be contained in title insurance policies under the Program Guide.

4. Compliance with Requirements Under the Program Guide. Each Mortgage Loan and the related Mortgage Property comply with all requirements under the Program Guide (as in effect on the day the Mortgage Loan was submitted for review by Residential Funding or any of its affiliates) including, among other things, (a) requirements as to the types of residential property which may secure Mortgage Loans, (b) requirements that certain policies of insurance, such as hazard insurance, title insurance (or, in Iowa, an attorney's opinion) and mortgage insurance be in effect in specified amounts and with certain qualified insurers, (c) requirements that the Mortgaged Property be appraised by an appraiser meeting certain minimum qualifications and that such appraisal show a minimum loan-to-value ratio, (d) requirements that the Mortgage Loan meet specified criteria as to amount, amortization, monthly payments and type, (e) requirements that Mortgaged Property be surveyed and (f) requirements for the creation of escrows for completion, taxes, insurance, Buydown Funds and other amounts.

5. No Defaults. None of the Mortgage Loans is in default, except to the extent of a payment delinquency permitted by paragraph 8 of this instrument. To the best of the Master Servicer's knowledge no event or circumstance has occurred which upon the giving of notice or the lapse of time, or both, would constitute a default, breach, violation or event of acceleration under any Mortgage Loan. The terms of each Mortgage Note and the related Mortgage have not been impaired, waived, altered or modified in any respect and neither the Master Servicer nor any other Person has waived any default, breach or event of acceleration under the Mortgage Note or the Mortgage. No insurer under any insurance policy with respect to any Mortgage Loan has given or threatened to give any notice of cancellation with respect to any such policy.

6. Deed of Trust. In the event any Mortgage constitutes a deed of trust, a trustee, duly qualified under applicable law to serve as such, has been properly designated and currently so serves and is named in such Mortgage, and no fees or expenses are or will become payable to the trustee under the deed of trust, except in connection with a trustee's sale after default by the Mortgagor, that have not been or will not be provided for by the related moneys collected, or required to be collected, by the mortgagee on behalf of the Mortgagor.

7. Insurance Policy. The underwriting approval of the Insurer remains in effect for each Mortgage Loan, and, if such approval was issued subject to certain conditions, all such conditions have been met.

8. Payments Current. Each Mortgage Loan is not more than 30 days delinquent in payment of principal and interest on it, and all other amounts required to be paid by the related Mortgagor have been fully paid by such Mortgagor. All taxes, ground rents, water charges, sewer charges, condominium or planned unit development charges and special assessments or other special charges in respect of each Mortgage Loan are current.

9. Property Condition. Construction of each Mortgaged Property has been completed. With respect to each Mortgage Loan, the related Mortgaged Property is free of damage and waste and in good repair. There is no proceeding pending for the total or partial condemnation of any Mortgaged Property and each Mortgaged Property is in all respects lawfully used and occupied under applicable law.

10. Enforceability. There are no mechanics' or similar liens or claims filed for work, labor or material (and there are no rights outstanding that under law could give rise to any such lien) affecting the Mortgaged Property relating to any Mortgage Loan which constitute or may create with the passage of time a lien prior to, or equal with the lien of, the related Mortgage, except those which are insured against by the applicable Required Insurance Policies. There exists no offset (except to the extent, in the case of a Buydown Mortgage Loan, that Buydown Funds and Buydown Earnings are required to be applied to interest due on them), defense, counterclaim, or right of rescission with respect to the Mortgage Note or Mortgage, including the obligation of the Mortgagor to pay the principal or interest under the Mortgage Note, and no such offset, defense, counterclaim, or right of rescission has been asserted in respect of it.

11. Property Location. All improvements which were considered in determining the appraised value of the Mortgaged Property with respect to each Mortgage Loan lay wholly within the boundaries and building restriction lines of such Mortgaged Property. This warranty shall be deemed not to have been made with respect to a Mortgage Loan where the related lender's title insurance policy insures against the removal of such improvements which extend over the boundary or building restriction lines. No improvements on adjacent properties encroach upon the Mortgaged Property for any Mortgage Loan in respect so as to affect the marketability of such Mortgaged Property.

12. Title to the Mortgage. Immediately prior to the assignment contemplated in the agreement, the Company or one of its affiliates had good title to, and was the sole owner of, each Mortgage Loan so assigned on such date to the Trustee, and such assignments validly transfer the Mortgage Loans to the Trustee free and clear of any pledge, lien, encumbrance or security interest.

13. Insurance Obtained by Company. The Insurance Policy, Special Hazard Insurance Policy, and Bankruptcy Bond are in full force and effect with respect to each Mortgage Loan.

14. Mortgage Information Sheet. The information contained in the mortgage information sheet included in the file maintained by the Master Servicer for each Mortgage Loan is accurate and complete in all material respects.

15. Receipt and Recordation of Documents. Each Mortgage has been duly recorded in the name of the original mortgagee. The Master Servicer has received and holds in its possession, as to each Mortgage Loan, copies of each of the documents required by the Program Guide to be delivered to it.

16. No Misrepresentations or Omissions. Nothing has come to the attention of the Master Servicer which would cause it to believe that the Mortgage Loan application, any document or instrument in the Mortgage File or any certificate, statement or report delivered in connection with the submission of any Mortgage Loan for review to be included in the program referred to in the Program Guide or with the servicing of it contains any untrue statement of a material fact or omits to state any material fact necessary in order to make the statements contained there not misleading.