Common use of Cooperative Loans Clause in Contracts

Cooperative Loans. With respect to each Cooperative Loan: (1) The Cooperative Shares are held by a person as a tenant-stockholder in a Cooperative. Each original UCC financing statement, continuation statement or other governmental filing or recordation necessary to create or preserve the perfection and priority of the first lien and security interest in the Cooperative Loan and Proprietary Lease has been timely and properly made. Any security agreement, chattel mortgage or equivalent document related to the Cooperative Loan and delivered to Purchaser or its designee establishes in Purchaser a valid and subsisting perfected first lien on and security interest in the Mortgaged Property described therein, and Purchaser has full right to sell and assign the same; (2) A Cooperative Lien Search has been made by a company competent to make the same which company is acceptable to F▇▇▇▇▇ Mae or F▇▇▇▇▇▇ Mac and qualified to do business in the jurisdiction where the Cooperative is located; (i) The term of the related Proprietary Lease is not less than the terms of the Cooperative Loan; (ii) there is no provision in any Proprietary Lease which requires the Mortgagor to offer for sale the Cooperative Shares owned by such Mortgagor first to the Cooperative; (iii) there is no prohibition in any Proprietary Lease against pledging the Cooperative Shares or assigning the Proprietary Lease; (iv) the Cooperative has been created and exists in full compliance with the requirements for residential cooperatives in the jurisdiction in which the Project is located and qualifies as a cooperative housing corporation under Section 210 of the Code; (v) the Recognition Agreement is on a form published by Aztech Document Services, Inc. or includes similar provisions; and (vi) the Cooperative has good and marketable title to the Project, and owns the Project either in fee simple; such title is free and clear of any adverse liens or encumbrances, except the lien of any blanket mortgage; (4) The Seller has the right under the terms of the Mortgage Note, Pledge Agreement and Recognition Agreement to pay any maintenance charges or assessments owed by the Mortgagor; and (5) Each Stock Power (i) has all signatures guaranteed or (ii) if all signatures are not guaranteed, then such Cooperative Shares will be transferred by the stock transfer agent of the Cooperative if the Seller undertakes to convert the ownership of the collateral securing the related Cooperative Loan.;

Cooperative Loans. With respect to each Cooperative Loan: (1i) The Cooperative Shares are held by a person as a tenant-stockholder in a Cooperative. Each original UCC financing statement, continuation statement or other governmental filing or recordation necessary to create or preserve the perfection and priority of the first lien and security interest in the Cooperative Loan and Proprietary Lease has been timely and properly made. Any security agreement, chattel mortgage or equivalent document related to the Cooperative Loan and delivered to Purchaser or its designee establishes in Purchaser a valid and subsisting perfected first lien on and security interest in the Mortgaged Property described therein, and Purchaser has full right to sell and assign the same. The Proprietary Lease term expires no less than five (5) years after the Mortgage Loan term or such other term acceptable to ▇▇▇▇▇▇ ▇▇▇ or ▇▇▇▇▇▇▇ Mac; (2ii) A Cooperative Lien Search has been made by a company competent to make the same which company is acceptable to F▇▇▇▇▇▇ Mae or F▇▇▇▇▇▇▇ Mac and qualified to do business in the jurisdiction where the Cooperative is located; (ia) The term of the related Proprietary Lease is not less than the terms of the Cooperative Loan; (iib) there is no provision in any Proprietary Lease which requires the Mortgagor to offer for sale the Cooperative Shares owned by such Mortgagor first to the Cooperative; (iiic) there is no prohibition in any Proprietary Lease against pledging the Cooperative Shares or assigning the Proprietary Lease; (ivd) the Cooperative has been created and exists in full compliance with the requirements for residential cooperatives in the jurisdiction in which the Project is located and qualifies as a cooperative housing corporation under Section 210 of the Code; (ve) the Recognition Agreement is on a form published by Aztech Document Services, Inc. or includes similar provisions; and (vif) the Cooperative has good and marketable title to the Project, and owns the Project either in fee simplesimple or under a leasehold that complies with the requirements of the ▇▇▇▇▇▇ Mae guidelines, ▇▇▇▇▇▇▇ Mac guidelines or the Underwriting Guidelines; such title is free and clear of any adverse liens or encumbrances, except the lien of any blanket mortgage; (4iv) The Seller Company has the right under the terms of the Mortgage Note, Pledge Agreement and Recognition Agreement to pay any maintenance charges or assessments owed by the Mortgagor; and; (5v) Each Stock Power (i) has all signatures guaranteed or (ii) if all signatures are not guaranteed, then such Cooperative Shares will be transferred by the stock transfer agent of the Cooperative if the Seller Company undertakes to convert the ownership of the collateral securing the related Cooperative Loan.;

Cooperative Loans. With respect to each Cooperative Loan: (1) The Cooperative Shares are held by a person as a tenant-stockholder in a Cooperative. Each original UCC financing statement, continuation statement or other governmental filing or recordation necessary to create or preserve the perfection and priority of the first lien and security interest in the Cooperative Loan and Proprietary Lease has been timely and properly made. Any security agreement, chattel mortgage or equivalent document related to the Cooperative Loan and delivered to Purchaser or its designee establishes in Purchaser a valid and subsisting perfected first lien on and security interest in the Mortgaged Property described therein, and Purchaser has full right to sell and assign the same; (2) A Cooperative Lien Search has been made by a company competent to make the same which company is acceptable to F▇▇▇▇▇▇ Mae or F▇▇▇▇▇▇▇ Mac and qualified to do business in the jurisdiction where the Cooperative is located; (i) The term of the related Proprietary Lease is not less than the terms of the Cooperative Loan; (ii) there is no provision in any Proprietary Lease which requires the Mortgagor to offer for sale the Cooperative Shares owned by such Mortgagor first to the Cooperative; (iii) there is no prohibition in any Proprietary Lease against pledging the Cooperative Shares or assigning the Proprietary Lease; (iv) the Cooperative has been created and exists in full compliance with the requirements for residential cooperatives in the jurisdiction in which the Project is located and qualifies as a cooperative housing corporation under Section 210 of the Code; (v) the Recognition Agreement is on a form published by Aztech Document Services, Inc. or includes similar provisions; and (vi) the Cooperative has good and marketable title to the Project, and owns the Project either in fee simple; such title is free and clear of any adverse liens or encumbrances, except the lien of any blanket mortgage; (4) The Seller has the right under the terms of the Mortgage Note, Pledge Agreement and Recognition Agreement to pay any maintenance charges or assessments owed by the Mortgagor; and (5) Each Stock Power (i) has all signatures guaranteed or (ii) if all signatures are not guaranteed, then such Cooperative Shares will be transferred by the stock transfer agent of the Cooperative if the Seller undertakes to convert the ownership of the collateral securing the related Cooperative Loan.;

Cooperative Loans. With respect to each Cooperative Loan: (1i) The Cooperative Shares are held by a person as a tenant-stockholder in a Cooperative. Each original UCC financing statement, continuation statement or other governmental filing or recordation necessary to create or preserve the perfection and priority of the first lien and security interest in the Cooperative Loan and Proprietary Lease has been timely and properly made. Any security agreement, chattel mortgage or equivalent document related to the Cooperative Loan and delivered to Purchaser or its designee establishes in Purchaser a valid and subsisting perfected first lien on and security interest in the Mortgaged Property described therein, and Purchaser has full right to sell and assign the same. The Proprietary Lease term expires no less than five years after the Mortgage Loan term or such other term acceptable to ▇▇▇▇▇▇ Mae or ▇▇▇▇▇▇▇ Mac; (2ii) A Cooperative Lien Search has been made by a company competent to make the same which company is acceptable to F▇▇▇▇▇▇ Mae or F▇▇▇▇▇▇▇ Mac and qualified to do business in the jurisdiction where the Cooperative is located; (ia) The term of the related Proprietary Lease is not less than the terms of the Cooperative Loan; (iib) there is no provision in any Proprietary Lease which requires the Mortgagor to offer for sale the Cooperative Shares owned by such Mortgagor first to the Cooperative; (iiic) there is no prohibition in any Proprietary Lease against pledging the Cooperative Shares or assigning the Proprietary Lease; (ivd) the Cooperative has been created and exists in full compliance with the requirements for residential cooperatives in the jurisdiction in which the Project is located and qualifies as a cooperative housing corporation under Section 210 of the Code; (ve) the Recognition Agreement is on a form published by Aztech Document Services, Inc. or includes similar provisions; and (vif) the Cooperative has good and marketable title to the Project, and owns the Project either in fee simplesimple or under a leasehold that complies with the requirements of the ▇▇▇▇▇▇ Mae or ▇▇▇▇▇▇▇ Mac guidelines; such title is free and clear of any adverse liens or encumbrances, except the lien of any blanket mortgage; (4iv) The Seller Company has the right under the terms of the Mortgage Note, Pledge Agreement and Recognition Agreement to pay any maintenance charges or assessments owed by the Mortgagor; and (5v) Each Stock Power (i) has all signatures guaranteed or (ii) if all signatures are not guaranteed, then such Cooperative Shares will be transferred by the stock transfer agent of the Cooperative if the Seller Company undertakes to convert the ownership of the collateral securing the related Cooperative Loan.;

Cooperative Loans. With respect to each Cooperative Loan: : (1i) The Cooperative Shares are held by a person as a tenant-stockholder in a Cooperative. Each original UCC financing statement, continuation statement or other governmental filing or recordation necessary to create or preserve the perfection and priority of the first lien and security interest in the Cooperative Loan and Proprietary Lease has been timely and properly made. Any security agreement, chattel mortgage or equivalent document related to the Cooperative Loan and delivered to Purchaser or its designee establishes in Purchaser a valid and subsisting perfected first lien on and security interest in the Mortgaged Property described therein, and Purchaser has full right to sell and assign the same; ; (2ii) A Cooperative Lien Search has been made by a company competent to make the same which company is acceptable to F▇▇▇▇▇ Mae or F▇▇▇▇▇▇ Mac and qualified to do business in the jurisdiction where the Cooperative is located; (ia) The term of the related Proprietary Lease is not less than the terms term of the Cooperative Loan; (ii) there is no provision in any Proprietary Lease which requires the Mortgagor to offer for sale the Cooperative Shares owned by such Mortgagor first to the Cooperative; (iiib) there is no prohibition in any Proprietary Lease against pledging the Cooperative Shares or assigning the Proprietary Lease; (ivc) the Cooperative has been created and exists in full compliance with the requirements for residential cooperatives in the jurisdiction in which the Project is located and qualifies as a cooperative housing corporation under Section 210 of the Code; (v) the Recognition Agreement is on a form published by Aztech Document Services, Inc. or includes similar provisions; and (vid) the Cooperative has good and marketable title to the Project, and owns the Project either in fee simplesimple or under a leasehold; such title is free and clear of any adverse liens or encumbrances, except the lien of any blanket mortgage; ; and (4iii) The Seller has the right under the terms of the Mortgage Note, Pledge Agreement and Recognition Agreement to pay any maintenance charges or assessments owed by the Mortgagor; and (5) Each Stock Power (i) has all signatures guaranteed or (ii) if all signatures are not guaranteed, then such Cooperative Shares will be transferred by the stock transfer agent of the Cooperative if the Seller undertakes to convert the ownership of the collateral securing the related Cooperative Loan.;

Cooperative Loans. With respect to each Cooperative Loan: (1i) The Cooperative Shares are held by a person as a tenant-stockholder in a Cooperative. Each original UCC financing statement, continuation statement or other governmental filing or recordation necessary to create or preserve the perfection and priority of the first lien and security interest in the Cooperative Loan and Proprietary Lease has been timely and properly made. Any security agreement, chattel mortgage or equivalent document related to the Cooperative Loan and delivered to Purchaser or its designee establishes in Purchaser a valid and subsisting perfected first lien on and security interest in the Mortgaged Property described therein, and Purchaser has full right to sell and assign the same. The Proprietary Lease term expires no less than five years after the Mortgage Loan term or such other term acceptable to ▇▇▇▇▇▇ Mae or ▇▇▇▇▇▇▇ Mac; (2ii) A Cooperative Lien Search has been made by a company competent to make the same which company is acceptable to F▇▇▇▇▇▇ Mae or F▇▇▇▇▇▇ Mac and qualified to do business in the jurisdiction where the Cooperative is located; (ia) The term of the related Proprietary Lease is not less than the terms of the Cooperative Loan; (iib) there is no provision in any Proprietary Lease which requires the Mortgagor to offer for sale the Cooperative Shares owned by such Mortgagor first to the Cooperative; (iiic) there is no prohibition in any Proprietary Lease against pledging the Cooperative Shares or assigning the Proprietary Lease; (ivd) the Cooperative has been created and exists in full compliance with the requirements for residential cooperatives in the jurisdiction in which the Project is located and qualifies as a cooperative housing corporation under Section 210 of the Code; (ve) the Recognition Agreement is on a form published by Aztech Document Services, Inc. or includes similar provisions; and (vif) the Cooperative has good and marketable title to the Project, and owns the Project either in fee simplesimple or under a leasehold that complies with the requirements of the ▇▇▇▇▇▇ ▇▇▇ Guidelines; such title is free and clear of any adverse liens or encumbrances, except the lien of any blanket mortgage; (4iv) The Seller Company has the right under the terms of the Mortgage Note, Pledge Agreement and Recognition Agreement to pay any maintenance charges or assessments owed by the Mortgagor; and; (5v) Each Stock Power (i) has all signatures guaranteed or (ii) if all signatures are not guaranteed, then such Cooperative Shares will be transferred by the stock transfer agent of the Cooperative if the Seller Company undertakes to convert the ownership of the collateral securing the related Cooperative Loan.;

Cooperative Loans. With respect to each Cooperative Loan: (1i) The Cooperative Shares are held by a person as a tenant-stockholder in a Cooperative. Each original UCC financing statement, continuation statement or other governmental filing or recordation necessary to create or preserve the perfection and priority of the first lien and security interest in the Cooperative Loan and Proprietary Lease has been timely and properly made. Any security agreement, chattel mortgage or equivalent document related to the Cooperative Loan and delivered to Purchaser or its designee establishes in Purchaser a valid and subsisting perfected first lien on and security interest in the Mortgaged Property described therein, and Purchaser has full right to sell and assign the same; (2ii) A Cooperative Lien Search has been made by a company competent to make the same which company is acceptable to F▇▇▇▇▇▇ Mae or F▇▇▇▇▇▇ Mac and qualified to do business in the jurisdiction where the Cooperative is located; (ia) The term of the related Proprietary Lease is not less than the terms of the Cooperative Loan; (iib) there is no provision in any Proprietary Lease which requires the Mortgagor to offer for sale the Cooperative Shares owned by such Mortgagor first to the Cooperative; (iiic) there is no prohibition in any Proprietary Lease against pledging the Cooperative Shares or assigning the Proprietary Lease; (ivd) the Cooperative has been created and exists in full compliance with the requirements for residential cooperatives in the jurisdiction in which the Project is located and qualifies as a cooperative housing corporation under Section 210 of the Code; (ve) the Recognition Agreement is on a form published by Aztech Document Services, Inc. or includes similar provisions; and (vif) the Cooperative has good and marketable title to the Project, and owns the Project either in fee simple; such title is free and clear of any adverse liens or encumbrances, except the lien of any blanket mortgage; (4iv) The Seller Company has the right under the terms of the Mortgage Note, Pledge Agreement and Recognition Agreement to pay any maintenance charges or assessments owed by the Mortgagor; and (5v) Each Stock Power (i) has all signatures guaranteed or (ii) if all signatures are not guaranteed, then such Cooperative Shares will be transferred by the stock transfer agent of the Cooperative if the Seller Company undertakes to convert the ownership of the collateral securing the related Cooperative Loan.;

Cooperative Loans. With respect to each Cooperative Loan, Seller represents and warrants: (1) The Cooperative Shares are held by a person as a tenant-stockholder in a Cooperative. Each original UCC financing statement, continuation statement or other governmental filing or recordation necessary to create or preserve the perfection and priority of the first lien and security interest in the Cooperative Loan is secured by a valid, subsisting, enforceable and Proprietary Lease has been timely and properly madeperfected first lien on the Cooperative Shares issued to the related Mortgagor with respect to such Cooperative Loan, subject only to the Cooperative Corporation’s lien against such corporation stock, shares or membership certificate for unpaid assessments of the Cooperative Corporation to the extent required by applicable law. Any security agreementSecurity Agreement, chattel mortgage or equivalent document related to and delivered in connection with the Cooperative Loan establishes and delivered to Purchaser or its designee establishes in Purchaser creates a valid valid, subsisting and subsisting perfected enforceable first lien on and first priority security interest in on the Mortgaged Property property described therein, therein and Purchaser Seller has full right to sell and assign the same;same to Buyer. The Cooperative Unit was not, as of the date of origination of the Cooperative Loan, subject to a mortgage, deed of trust, deed to secure debt or other security instrument creating a lien subordinate to the lien of the Security Agreement. (2) A Cooperative Lien Search has been made by a company competent to make the same which company is acceptable to F▇▇▇▇▇ Mae or F▇▇▇▇▇▇ Mac and qualified to do business in the jurisdiction where the Cooperative is located; (i) The the term of the related Proprietary Lease is not less longer than the terms term of the Cooperative Loan; , (ii) there is no provision in any Proprietary Lease which requires the Mortgagor to offer for sale the Cooperative Shares owned by such Mortgagor first to the Cooperative; , (iii) there is no prohibition in any Proprietary Lease against pledging the Cooperative Shares or assigning the Proprietary Lease; Lease and (iv) the Cooperative has been created and exists in full compliance with the requirements for residential cooperatives in the jurisdiction in which the Project is located and qualifies as a cooperative housing corporation under Section 210 of the Code; (v) the Recognition Agreement is on a form of agreement published by the Aztech Document ServicesSystems, Inc. or includes similar provisions; and (vi) the Cooperative has good and marketable title provisions which are no less favorable to the Projectlender than those contained in such agreement. (3) There is no proceeding pending or threatened for the total or partial condemnation of the building owned by the applicable Cooperative Corporation (the “Underlying Mortgaged Property”). The Underlying Mortgaged Property is undamaged by waste, and owns fire, earthquake or earth movement, windstorm, flood, tornado or other casualty so as to affect adversely the Project either in fee simple; value of the Underlying Mortgaged Property as security for the mortgage loan on such title is free and clear of any adverse liens Underlying Mortgaged Property (the “Cooperative Mortgage”) or encumbrances, except the lien of any blanket mortgage;use for which the premises were intended. (4) The Seller has the right There is no default, breach, violation or event of acceleration existing under the terms Cooperative Mortgage or the mortgage note related thereto and no event which, with the passage of time or with notice and the Mortgage Noteexpiration of any grace or cure period, Pledge Agreement and Recognition Agreement to pay any maintenance charges would constitute a default, breach, violation or assessments owed by the Mortgagor; andevent of acceleration. (5) Each Stock Power The Cooperative Corporation has been duly organized and is validly existing and in good standing under the laws of the jurisdiction of its formation. The Cooperative Corporation has requisite power and authority to (i) has all signatures guaranteed or own its properties, and (ii) if transact the business in which it is now engaged. The Cooperative Corporation possesses all signatures are rights, licenses, permits and authorizations, governmental or otherwise, necessary to entitle it to own its properties and to transact the businesses in which is now engaged. (6) The Cooperative Corporation complies in all material respects with all applicable legal requirements. The Cooperative Corporation is not guaranteedin default or violation of any order, then such Cooperative Shares will be transferred by writ, injunction, decree or demand of any governmental authority, the stock transfer agent violation of which might materially adversely affect the condition (financial or otherwise) or business of the Cooperative if Corporation. (7) The Cooperative Note, the Seller undertakes Security Agreement, the Cooperative Shares, the Proprietary Lease or occupancy agreement, and any other documents required to convert be delivered under the ownership Custodial and Disbursement Agreement for each Cooperative Loan have been delivered to Custodian, except as otherwise provided in the Custodial and Disbursement Agreement. (8) The Security Agreement contains customary and enforceable provisions such as to render the rights and remedies of the collateral securing holder thereof adequate for the realization against the Cooperative Shares of the benefits of the security provided thereby. (9) As of the date of origination of the Cooperative Loan, the related Cooperative LoanProject is 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 Cooperative Project is located or as provided in the applicable Agency, FHA, VA, RHS or HUD guidelines.;

Cooperative Loans. With respect to each Cooperative Loan: (1i) The Cooperative Shares are held by a person as a tenant-stockholder in a Cooperative. Each original UCC financing statementFinancing Statement, continuation statement or other governmental filing or recordation necessary to create or preserve the perfection and priority of the first lien and security interest in the Cooperative Loan and Proprietary Lease has been timely and properly made. Any security agreement, chattel mortgage or equivalent document related to the Cooperative Loan and delivered to Purchaser or its designee establishes in Purchaser a valid and subsisting perfected first lien on and security interest in the Mortgaged Property described therein, and Purchaser has full right to sell and assign the same. The Proprietary Lease term expires no less than five years after the Mortgage Loan term or such other term acceptable in the Underwriting Guidelines; (2ii) A Cooperative Lien Search has been made by a company competent to make the same which company is acceptable to F▇▇▇▇▇▇ Mae ▇▇▇ or F▇▇▇▇▇▇▇ Mac and qualified to do business in the jurisdiction where the Cooperative is located, and such search has not revealed information which would materially and adversely affect the Cooperative Loan; (ia) The term of the related Proprietary Lease is not less than the terms of the Cooperative Loan; (iib) there is no provision in any Proprietary Lease which requires the Mortgagor to offer for sale the Cooperative Shares owned by such Mortgagor first to the Cooperative; (iiic) there is no prohibition in any Proprietary Lease against pledging the Cooperative Shares or assigning the Proprietary Lease; (ivd) the Cooperative has been created and exists in full compliance with the requirements for residential cooperatives in the jurisdiction in which the Project is located and qualifies as a cooperative housing corporation under Section 210 of the Code; (ve) the Recognition Agreement is on a form published by Aztech Document Services, Inc. or includes similar provisions; and (vif) the Cooperative has good and marketable title to the Project, and owns the Project either in fee simplesimple or under a leasehold that complies with the requirements of the Underwriting Guidelines; such title is free and clear of any adverse liens or encumbrances, except the lien of any blanket mortgage; (4iv) The Seller Company has the right under the terms of the Mortgage Note, Pledge Agreement and Recognition Agreement to pay any maintenance charges or assessments owed by the Mortgagor; and (5v) Each Stock Power (i) has all signatures guaranteed or (ii) if all signatures are not guaranteed, then such Cooperative Shares will be transferred by the stock transfer agent of the Cooperative if the Seller Company undertakes to convert the ownership of the collateral securing the related Cooperative Loan.;

Cooperative Loans. With respect to each Cooperative Loan: (1i) The Cooperative Shares are held by a person as a tenant-stockholder in a Cooperative. Each original UCC financing statement, continuation statement or other governmental filing or recordation necessary to create or preserve the perfection and priority of the first lien and security interest in the Cooperative Loan and Proprietary Lease has been timely and properly made. Any security agreement, chattel mortgage or equivalent document related to the Cooperative Loan and delivered to Purchaser or its designee establishes in Purchaser a valid and subsisting perfected first lien on and security interest in the Mortgaged Property described therein, and Purchaser has full right to sell and assign the same. The Proprietary Lease term expires no less than five years after the Mortgage Loan term or such other term acceptable to F▇▇▇▇▇ Mae or F▇▇▇▇▇▇ Mac; (2ii) A Cooperative Lien Search has been made by a company competent to make the same which company is acceptable to F▇▇▇▇▇ Mae or F▇▇▇▇▇▇ Fredde Mac and qualified to do business in the jurisdiction where the Cooperative is located; (ia) The term of the related Proprietary Lease is not less than the terms of the Cooperative Loan; (iib) there is no provision in any Proprietary Lease which requires the Mortgagor to offer for sale the Cooperative Shares owned by such Mortgagor first to the Cooperative; (iiic) there is no prohibition in any Proprietary Lease against pledging the Cooperative Shares or assigning the Proprietary Lease; (ivd) the Cooperative has been created and exists in full compliance with the requirements for residential cooperatives in the jurisdiction in which the Project is located and qualifies as a cooperative housing corporation under Section 210 of the Code; (ve) the Recognition Agreement is on a form published by Aztech Document Services, Inc. or includes similar provisions; and (vif) the Cooperative has good and marketable title to the Project, and owns the Project either in fee simplesimple or under a leasehold that complies with the requirements of F▇▇▇▇▇ M▇▇ or F▇▇▇▇▇▇ Mac; such title is free and clear of any adverse liens or encumbrances, except the lien of any blanket mortgage; (4iv) The Seller Company has the right under the terms of the Mortgage Note, Pledge Agreement and Recognition Agreement to pay any maintenance charges or assessments owed by the Mortgagor; and; (5v) Each Stock Power (i) has all signatures guaranteed or (ii) if all signatures are not guaranteed, then such Cooperative Shares will be transferred by the stock transfer agent of the Cooperative if the Seller Company undertakes to convert the ownership of the collateral securing the related Cooperative Loan.;

Cooperative Loans. With respect to each Cooperative Loan: (1i) The Cooperative Shares are held by a person as a tenant-stockholder in a Cooperative. Each original UCC financing statement, continuation statement or other governmental filing or recordation necessary to create or preserve the perfection and priority of the first lien and security interest in the Cooperative Loan and Proprietary Lease has been timely and properly made. Any security agreement, chattel mortgage or equivalent document related to the Cooperative Loan and delivered to Purchaser or its designee establishes in Purchaser a valid and subsisting perfected first lien on and security interest in the Mortgaged Property described therein, and Purchaser has full right to sell and assign the same. The Proprietary Lease term expires no less than five years after the Mortgage Loan term or such other term acceptable to F▇▇▇▇▇ Mae or F▇▇▇▇▇▇ Mac; (2ii) A Cooperative Lien Search has been made by a company competent to make the same which company is acceptable to F▇▇▇▇▇ Mae or F▇▇▇▇▇▇ Mac and qualified to do business in the jurisdiction where the Cooperative is located; (ia) The term of the related Proprietary Lease is not less than the terms of the Cooperative Loan; (iib) there is no provision in any Proprietary Lease which requires the Mortgagor to offer for sale the Cooperative Shares owned by such Mortgagor first to the Cooperative; (iiic) there is no prohibition in any Proprietary Lease against pledging the Cooperative Shares or assigning the Proprietary Lease; (ivd) the Cooperative has been created and exists in full compliance with the requirements for residential cooperatives in the jurisdiction in which the Project is located and qualifies as a cooperative housing corporation under Section 210 of the Code; (ve) the Recognition Agreement is on a form published by Aztech Document Services, Inc. or includes similar provisions; and (vif) the Cooperative has good and marketable title to the Project, and owns the Project either in fee simplesimple or under a leasehold that complies with the requirements of the F▇▇▇▇▇ M▇▇ Guidelines; such title is free and clear of any adverse liens or encumbrances, except the lien of any blanket mortgage; (4iv) The Seller Company has the right under the terms of the Mortgage Note, Pledge Agreement and Recognition Agreement to pay any maintenance charges or assessments owed by the Mortgagor; and; (5v) Each Stock Power (i) has all signatures guaranteed or (ii) if all signatures are not guaranteed, then such Cooperative Shares will be transferred by the stock transfer agent of the Cooperative if the Seller Company undertakes to convert the ownership of the collateral securing the related Cooperative Loan.;

Cooperative Loans. With respect to each Cooperative Loan: : (1i) The Cooperative Shares are held by a person as a tenant-stockholder in a Cooperative. Each original UCC financing statement, continuation statement or other governmental filing or recordation necessary to create or preserve the perfection and priority of the first lien and security interest in the Cooperative Loan and Proprietary Lease has been timely and properly made. Any security agreement, chattel mortgage or equivalent document related to the Cooperative Loan and delivered to Purchaser or its designee establishes in Purchaser a valid and subsisting perfected first lien on and security interest in the Mortgaged Property described therein, and Purchaser has full right to sell and assign the same; ; (2ii) A Cooperative Lien Search has been made by a company competent to make the same which company is acceptable to F▇▇▇▇▇ Mae or F▇▇▇▇▇▇ Mac and qualified to do business in the jurisdiction where the Cooperative is located; (ia) The term of the related Proprietary Lease is not less than the terms term of the Cooperative Loan; (ii) there is no provision in any Proprietary Lease which requires the Mortgagor to offer for sale the Cooperative Shares owned by such Mortgagor first to the Cooperative; (iiib) there is no prohibition in any Proprietary Lease against pledging the Cooperative Shares or assigning the Proprietary Lease; (ivc) the Cooperative has been created and exists in full compliance with the requirements for residential cooperatives in the jurisdiction in which the Project is located and qualifies as a cooperative housing corporation under Section 210 of the Code; (v) the Recognition Agreement is on a form published by Aztech Document Services, Inc. or includes similar provisions; and (vid) the Cooperative has good and marketable title to the Project, and owns the Project either in fee simplesimple or under a leasehold; such title is free and clear of any adverse liens or encumbrances, except the lien of any blanket mortgage; ; and (4iii) The the Seller has the right under the terms of the Mortgage Note, Pledge Agreement and Recognition Agreement to pay any maintenance charges or assessments owed by the Mortgagor; and (5) Each Stock Power (i) has all signatures guaranteed or (ii) if all signatures are not guaranteed, then such Cooperative Shares will be transferred by the stock transfer agent of the Cooperative if the Seller undertakes to convert the ownership of the collateral securing the related Cooperative Loan.;

Cooperative Loans. With respect to each Cooperative Loan, Seller represents and warrants: (1) The Cooperative Shares are held by a person as a tenant-stockholder in a Cooperative. Each original UCC financing statement, continuation statement or other governmental filing or recordation necessary to create or preserve the perfection and priority of the first lien and security interest in the Cooperative Loan is secured by a valid, subsisting, enforceable and Proprietary Lease has been timely and properly madeperfected first lien on the Cooperative Shares issued to the related Mortgagor with respect to such Cooperative Loan, subject only to the Cooperative Corporation’s lien against such corporation stock, shares or membership certificate for unpaid assessments of the Cooperative Corporation to the extent required by applicable law. Any security agreementSecurity Agreement, chattel mortgage or equivalent document related to and delivered in connection with the Cooperative Loan establishes and delivered to Purchaser or its designee establishes in Purchaser creates a valid valid, subsisting and subsisting perfected enforceable first lien on and first priority security interest in on the Mortgaged Property property described therein, therein and Purchaser Seller has full right to sell and assign the same;same to Buyer. The Cooperative Unit was not, as of the date of origination of the Cooperative Loan, subject to a mortgage, deed of trust, deed to secure debt or other security instrument creating a lien subordinate to the lien of the Security Agreement. (2) A Cooperative Lien Search has been made by a company competent to make the same which company is acceptable to F▇▇▇▇▇ Mae or F▇▇▇▇▇▇ Mac and qualified to do business in the jurisdiction where the Cooperative is located; (i) The the term of the related Proprietary Lease is not less longer than the terms term of the Cooperative Loan; , (ii) there is no provision in any Proprietary Lease which requires the Mortgagor to offer for sale the Cooperative Shares owned by such Mortgagor first to the Cooperative; , (iii) there is no prohibition in any Proprietary Lease against pledging the Cooperative Shares or assigning the Proprietary Lease; Lease and (iv) the Cooperative has been created and exists in full compliance with the requirements for residential cooperatives in the jurisdiction in which the Project is located and qualifies as a cooperative housing corporation under Section 210 of the Code; (v) the Recognition Agreement is on a form of agreement published by the Aztech Document ServicesSystems, Inc. or includes similar provisions; and (vi) the Cooperative has good and marketable title provisions which are no less favorable to the Projectlender than those contained in such agreement. (3) There is no proceeding pending or threatened for the total or partial condemnation of the building owned by the applicable Cooperative Corporation (the “Underlying Mortgaged Property”). The Underlying Mortgaged Property is undamaged by waste, and owns fire, earthquake or earth movement, windstorm, flood, tornado or other casualty so as to affect adversely the Project either in fee simple; value of the Underlying Mortgaged Property as security for the mortgage loan on such title is free and clear of any adverse liens Underlying Mortgaged Property (the “Cooperative Mortgage”) or encumbrances, except the lien of any blanket mortgage;use for which the premises were intended. (4) The Seller has the right There is no default, breach, violation or event of acceleration existing under the terms Cooperative Mortgage or the mortgage note related thereto and no event which, with the passage of time or with notice and the Mortgage Noteexpiration of any grace or cure period, Pledge Agreement and Recognition Agreement to pay any maintenance charges would constitute a default, breach, violation or assessments owed by the Mortgagor; andevent of acceleration. (5) Each Stock Power The Cooperative Corporation has been duly organized and is validly existing and in good standing under the laws of the jurisdiction of its formation. The Cooperative Corporation has requisite power and authority to (i) has all signatures guaranteed or own its properties, and (ii) if transact the business in which it is now engaged. The Cooperative Corporation possesses all signatures are rights, licenses, permits and authorizations, governmental or otherwise, necessary to entitle it to own its properties and to transact the businesses in which is now engaged. (6) The Cooperative Corporation complies in all material respects with all applicable legal requirements. The Cooperative Corporation is not guaranteedin default or violation of any order, then such Cooperative Shares will be transferred by writ, injunction, decree or demand of any governmental authority, the stock transfer agent violation of which might materially adversely affect the condition (financial or otherwise) or business of the Cooperative if Corporation. (7) The Cooperative Note, the Seller undertakes Security Agreement, the Cooperative Shares, the Proprietary Lease or occupancy agreement, and any other documents required to convert be delivered under the ownership Custodial Agreement for each Cooperative Loan have been delivered to Custodian, except as otherwise provided in the Custodial Agreement. (8) The Security Agreement contains customary and enforceable provisions such as to render the rights and remedies of the collateral securing holder thereof adequate for the realization against the Cooperative Shares of the benefits of the security provided thereby. (9) As of the date of origination of the Cooperative Loan, the related Cooperative LoanProject is 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 Cooperative Project is located or as provided in the applicable Agency, FHA, VA, RHS or HUD guidelines.;

Cooperative Loans. With respect to each Cooperative Loan: (1i) The Cooperative Shares are held by a person Person as a tenant-stockholder in a Cooperative. Each original UCC financing statement, continuation statement or other governmental filing or recordation necessary to create or preserve the perfection and priority of the first lien and security interest in the Cooperative Loan and Proprietary Lease has been timely and properly made. Any security agreement, chattel mortgage or equivalent document related to the Cooperative Loan and delivered to Purchaser or its designee establishes in Purchaser a valid and subsisting perfected first lien on and security interest in the Mortgaged Property described therein, and Purchaser has full right to sell and assign the same. The Proprietary Lease term expires no less than five years after the Mortgage Loan term or such other term acceptable to ▇▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇▇ Mac, the Company Underwriting Guidelines (other than the exception identified for Exception Mortgage Loans) or the Third-Party Underwriting Guidelines, as applicable; (2ii) A Cooperative Lien Search has been made by a company competent to make the same which company is acceptable to F▇▇▇▇▇▇ Mae or F▇▇▇▇▇▇▇ Mac and qualified to do business in the jurisdiction where the Cooperative is located; (ia) The term of the related Proprietary Lease is not less than the terms of the Cooperative Loan; (iib) there is no provision in any Proprietary Lease which requires the Mortgagor to offer for sale the Cooperative Shares owned by such Mortgagor first to the Cooperative; (iiic) there is no prohibition in any Proprietary Lease against pledging the Cooperative Shares or assigning the Proprietary Lease; (ivd) the Cooperative has been created and exists in full compliance with the requirements for residential cooperatives in the jurisdiction in which the Project is located and qualifies as a cooperative housing corporation under Section 210 216 of the Code; (ve) the Recognition Agreement is on a form published by Aztech Document Services, Inc. or includes similar provisions; and (vif) the Cooperative has good and marketable title to the Project, and owns the Project either in fee simplesimple or under a leasehold that complies with the requirements of the ▇▇▇▇▇▇ Mae guidelines, ▇▇▇▇▇▇▇ Mac guidelines, the Company Underwriting Guidelines (other than the exception identified for Exception Mortgage Loans) or the Third-Party Underwriting Guidelines, as applicable; such title is free and clear of any adverse liens or encumbrances, except the lien of any blanket mortgage; (4iv) The Seller Company has the right under the terms of the Mortgage Note, Pledge Agreement and Recognition Agreement to pay any maintenance charges or assessments owed by the Mortgagor; and (5v) Each Stock Power (i) has all signatures guaranteed or (ii) if all signatures are not guaranteed, then such Cooperative Shares will be transferred by the stock transfer agent of the Cooperative if the Seller Company undertakes to convert the ownership of the collateral securing the related Cooperative Loan.;

Cooperative Loans. With respect to each Cooperative Loan, Seller represents and warrants: (1) The Cooperative Shares are held by a person as a tenant-stockholder in a Cooperative. Each original UCC financing statement, continuation statement or other governmental filing or recordation necessary to create or preserve the perfection and priority of the first lien and security interest in the Cooperative Loan is secured by a valid, subsisting, enforceable and Proprietary Lease has been timely and properly madeperfected first lien on the Cooperative Shares issued to the related Mortgagor with respect to such Cooperative Loan, subject only to the Cooperative Corporation’s lien against such corporation stock, shares or membership certificate for unpaid assessments of the Cooperative Corporation to the extent required by applicable law. Any security agreementSecurity Agreement, chattel mortgage or equivalent document related to and delivered in connection with the Cooperative Loan establishes and delivered to Purchaser or its designee establishes in Purchaser creates a valid valid, subsisting and subsisting perfected enforceable first lien on and first priority security interest in on the Mortgaged Property property described therein, therein and Purchaser Seller has full right to sell and assign the same;same to Buyer. The Cooperative Unit was not, as of the date of origination of the Cooperative Loan, subject to a mortgage, deed of trust, deed to secure debt or other security instrument creating a lien subordinate to the lien of the Security Agreement. (2) A Cooperative Lien Search has been made by a company competent to make the same which company is acceptable to F▇▇▇▇▇ Mae or F▇▇▇▇▇▇ Mac and qualified to do business in the jurisdiction where the Cooperative is located; (i) The the term of the related Proprietary Lease is not less longer than the terms term of the Cooperative Loan; , (ii) there is no provision in any Proprietary Lease which requires the Mortgagor to offer for sale the Cooperative Shares owned by such Mortgagor first to the Cooperative; , (iii) there is no prohibition in any Proprietary Lease against pledging the Cooperative Shares or assigning the Proprietary Lease; Lease and (iv) the Cooperative has been created and exists in full compliance with the requirements for residential cooperatives in the jurisdiction in which the Project is located and qualifies as a cooperative housing corporation under Section 210 of the Code; (v) the Recognition Agreement is on a form of agreement published by the Aztech Document ServicesSystems, Inc. or includes similar provisions; provisions which are no less favorable to the lender than those contained in such agreement. (3) There is no proceeding pending or threatened for the total or partial condemnation of the building owned by the applicable Cooperative Corporation (the “Underlying Mortgaged Property”). The Underlying Mortgaged Property is undamaged by waste, fire, earthquake or earth movement, windstorm, flood, tornado or other casualty so as to affect adversely the value of the Underlying Mortgaged Property as security for the mortgage loan on such Underlying Mortgaged Property (the “Cooperative Mortgage”) or the use for which the premises were intended. (4) There is no default, breach, violation or event of acceleration existing under the Cooperative Mortgage or the mortgage note related thereto 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. (5) The Cooperative Corporation has been duly organized and is validly existing and in good standing under the laws of the jurisdiction of its formation. The Cooperative Corporation has requisite power and authority to (i) own its properties, and (viii) transact the business in which it is now engaged. The Cooperative Corporation possesses all rights, licenses, permits and authorizations, governmental or otherwise, necessary to entitle it to own its properties and to transact the businesses in which is now engaged. (6) The Cooperative Corporation complies in all material respects with all applicable legal requirements. The Cooperative Corporation is not in default or violation of any order, writ, injunction, decree or demand of any governmental authority, the violation of which might materially adversely affect the condition (financial or otherwise) or business of the Cooperative has good Corporation. (7) The Cooperative Note, the Security Agreement, the Cooperative Shares, the Proprietary Lease or occupancy agreement, and marketable title any other documents required to be delivered under the Custodial and Disbursement Agreement for each Cooperative Loan have been delivered to Custodian, except as otherwise provided in the Custodial and Disbursement Agreement. (8) The Security Agreement contains customary and enforceable provisions such as to render the rights and remedies of the holder thereof adequate for the realization against the Cooperative Shares of the benefits of the security provided thereby. (9) As of the date of origination of the Cooperative Loan, the related Cooperative Project is 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 Cooperative Project is located or as provided in the applicable Agency, FHA, VA, RHS or HUD guidelines. (bi) RHS Loans. With respect to each RHS Loan: (1) All parties which have had any interest in such RHS Loan, whether as mortgagee or assignee, are (or, during the period in which they held and disposed of such interest, were) Rural Housing Service Approved Lenders; (2) The Mortgage is guaranteed by the RHS to the Projectmaximum extent permitted by law and all necessary steps have been taken to make and keep such guaranty valid, binding and owns enforceable and the Project either in fee simple; such title applicable guaranty agreement is free the binding, valid and clear enforceable obligation of any adverse liens the RHS, to the full extent thereof, without surcharge, set-off or encumbrancesdefense; (3) In the case of an RHS Loan, except the lien of any blanket mortgageno claim for guarantee has been filed; (4) The Seller has the right No Loan is (a) a Section 235 subsidy loan (24 C.F.R. 235), or a graduated loan under the terms Section 245 (24 C.F.R. 203.45 and 24 C.F.R. 203.436), (b) an advance claim loan, or (c) a VA vendee loan; (5) Neither Seller, its servicer, nor any prior holder or servicer of the Mortgage Note, Pledge Agreement and Recognition Agreement to pay Loan has engaged in any maintenance charges action or assessments owed inaction which would result in the curtailment of a payment (or nonpayment thereof) by the MortgagorRHS; and (56) Each Stock Power All actions required to be taken by Seller or the related Qualified Originator (iif different from Seller) has all signatures guaranteed or (ii) if all signatures are not guaranteedto cause Buyer, then such Cooperative Shares will be transferred by the stock transfer agent as owner of the Cooperative if RHS Loan, to be eligible for the Seller undertakes to convert full benefits available under the ownership of the collateral securing the related Cooperative Loanapplicable insurance or guaranty agreement have been taken by such entity.;

Cooperative Loans. With respect to each Cooperative Loan: (1i) The Cooperative Shares are held by a person as a tenant-stockholder in a Cooperative. Each original UCC financing statement, continuation statement or other governmental filing or recordation necessary to create or preserve the perfection and priority of the first lien and security interest in the Cooperative Loan and Proprietary Lease has been timely and properly made. Any security agreement, chattel mortgage or equivalent document related to the Cooperative Loan and delivered to Purchaser or its designee establishes in Purchaser a valid and subsisting perfected first lien on and security interest in the Mortgaged Property described therein, and Purchaser has full right to sell and assign the same; (2ii) A Cooperative Lien Search has been made by a company competent to make the same which company is acceptable to F▇▇▇▇▇ Mae or F▇▇▇▇▇▇ Mac and qualified to do business in the jurisdiction where the Cooperative is located; (ia) The term of the related Proprietary Lease is not less than the terms of the Cooperative Loan; (iib) there is no provision in any Proprietary Lease which requires the Mortgagor to offer for sale the Cooperative Shares owned by such Mortgagor first to the Cooperative; (iiic) there is no prohibition in any Proprietary Lease against pledging the Cooperative Shares or assigning the Proprietary Lease; (ivd) the Cooperative has been created and exists in full compliance with the requirements for residential cooperatives in the jurisdiction in which the Project is located and qualifies as a cooperative housing corporation under Section 210 of the Code; (ve) the Recognition Agreement is on a form published by Aztech Document Services, Inc. or includes similar provisions; and (vif) the Cooperative has good and marketable title to the Project, and owns the Project either in fee simple; such title is free and clear of any adverse liens or encumbrances, except the lien of any blanket mortgage; (4iv) The Seller Company has the right under the terms of the Mortgage Note, Pledge Agreement and Recognition Agreement to pay any maintenance charges or assessments owed by the Mortgagor; and (5v) Each Stock Power (i) has all signatures guaranteed or (ii) if all signatures are not guaranteed, then such Cooperative Shares will be transferred by the stock transfer agent of the Cooperative if the Seller Company undertakes to convert the ownership of the collateral securing the related Cooperative Loan.;

Cooperative Loans. With respect to each Cooperative Loan: (1i) The Cooperative Shares are held by a person as a tenant-stockholder in a Cooperative. Each original UCC financing statementFinancing Statement, continuation statement or other governmental filing or recordation necessary to create or preserve the perfection and priority of the first lien and security interest in the Cooperative Loan and Proprietary Lease has been timely and properly made. Any security agreement, chattel mortgage or equivalent document related to the Cooperative Loan and delivered to Purchaser or its designee establishes in Purchaser a valid and subsisting perfected first lien on and security interest in the Mortgaged Property described therein, and Purchaser has full right to sell and assign the same;. The Proprietary Lease term expires no less than five years after the Mortgage Loan term or such other term acceptable to F▇▇▇▇▇ Mae or F▇▇▇▇▇▇ Mac. (2ii) A Cooperative Lien Search has been made by a company competent to make the same which company is acceptable to F▇▇▇▇▇ Mae or F▇▇▇▇▇▇ Mac and qualified to do business in the jurisdiction where the Cooperative is located;located and such search has not revealed information which would materially and adversely affect the Cooperative Loan. (ia) The term of the related Proprietary Lease is not less than the terms of the Cooperative Loan; (iib) there is no provision in any Proprietary Lease which requires the Mortgagor to offer for sale the Cooperative Shares owned by such Mortgagor first to the Cooperative; (iiic) there is no prohibition in any Proprietary Lease against pledging the Cooperative Shares or assigning the Proprietary Lease; (ivd) the Cooperative has been created and exists in full compliance with the requirements for residential cooperatives in the jurisdiction in which the Project is located and qualifies as a cooperative housing corporation under Section 210 216 of the Code; (ve) the Recognition Agreement is on a form published by Aztech Document Services, Inc. or includes similar provisions; and (vif) the Cooperative has good and marketable title to the Project, and owns the Project either in fee simplesimple or under a leasehold that complies with the requirements of the F▇▇▇▇▇ Mae or F▇▇▇▇▇▇ Mac guidelines; such title is free and clear of any adverse liens or encumbrances, except the lien of any blanket mortgage; (4iv) The Seller Company has the right under the terms of the Mortgage Note, Pledge Agreement and Recognition Agreement to pay any maintenance charges or assessments owed by the Mortgagor; and; (5v) Each Stock Power (i) has all signatures guaranteed or (ii) if all signatures are not guaranteed, then such Cooperative Shares will be transferred by the stock transfer agent of the Cooperative if the Seller Company undertakes to convert the ownership of the collateral securing the related Cooperative Loan.;

Cooperative Loans. With respect to each Cooperative Loan: (1i) The Cooperative Shares are held by a person Person as a tenant-stockholder in a Cooperative. Each original UCC financing statement, continuation statement or other governmental filing or recordation necessary to create or preserve the perfection and priority of the first lien and security interest in the Cooperative Loan and Proprietary Lease has been timely and properly made. Any security agreement, chattel mortgage or equivalent document related to the Cooperative Loan and delivered to Purchaser or its designee establishes in Purchaser a valid and subsisting perfected first lien on and security interest in the Mortgaged Property described therein, and Purchaser has full right to sell and assign the same. The Proprietary Lease term expires no less than five years after the Mortgage Loan term or such other term acceptable to Fannie Mae or Freddie Mac; (2ii) A Cooperative Lien Search S▇▇▇▇▇ has been made by ▇▇▇▇ ▇y a company competent to make the same which company is acceptable to F▇▇▇▇▇ Fannie Mae or F▇▇▇▇▇▇ Freddie Mac and qualified to do business in the jurisdiction ▇▇▇▇▇▇▇ction where the Cooperative is locatedlocated and such search has not revealed information which would materially and adversely affect the Cooperative Loan; (ia) The term of the related Proprietary Lease is not less than the terms of the Cooperative Loan; (iib) there is no provision in any Proprietary Lease which requires the Mortgagor to offer for sale the Cooperative Shares owned by such Mortgagor first to the Cooperative; (iiic) there is no prohibition in any Proprietary Lease against pledging the Cooperative Shares or assigning the Proprietary Lease; (iv) the Cooperative has been created and exists in full compliance with the requirements for residential cooperatives in the jurisdiction in which the Project is located and qualifies as a cooperative housing corporation under Section 210 of the Code; (v) the Recognition Agreement is on a form published by Aztech Document Services, Inc. or includes similar provisions; and (vi) the Cooperative has good and marketable title to the Project, and owns the Project either in fee simple; such title is free and clear of any adverse liens or encumbrances, except the lien of any blanket mortgage; (4) The Seller has the right under the terms of the Mortgage Note, Pledge Agreement and Recognition Agreement to pay any maintenance charges or assessments owed by the Mortgagor; and (5) Each Stock Power (i) has all signatures guaranteed or (ii) if all signatures are not guaranteed, then such Cooperative Shares will be transferred by the stock transfer agent of the Cooperative if the Seller undertakes to convert the ownership of the collateral securing the related Cooperative Loan.;

Cooperative Loans. With respect to each Cooperative Loan: (1i) The Cooperative Shares are held by a person as a tenant-stockholder in a Cooperative. Each original UCC financing statement, continuation statement or other governmental filing or recordation necessary to create or preserve the perfection and priority of the first lien and security interest in the Cooperative Loan and Proprietary Lease has been timely and properly made. Any security agreement, chattel mortgage or equivalent document related to the Cooperative Loan and delivered to Purchaser or its designee establishes in Purchaser a valid and subsisting perfected first lien on and security interest in the Mortgaged Property described therein, and Purchaser has full right to sell and assign the same. The Proprietary Lease term expires no less than five (5) years after the Mortgage Loan term or such other term acceptable to F▇▇▇▇▇ M▇▇ or F▇▇▇▇▇▇ Mac; (2ii) A Cooperative Lien Search has been made by a company competent to make the same which company is acceptable to F▇▇▇▇▇ Mae or F▇▇▇▇▇▇ Mac and qualified to do business in the jurisdiction where the Cooperative is located; (ia) The term of the related Proprietary Lease is not less than the terms of the Cooperative Loan; (iib) there is no provision in any Proprietary Lease which requires the Mortgagor to offer for sale the Cooperative Shares owned by such Mortgagor first to the Cooperative; (iiic) there is no prohibition in any Proprietary Lease against pledging the Cooperative Shares or assigning the Proprietary Lease; (ivd) the Cooperative has been created and exists in full compliance with the requirements for residential cooperatives in the jurisdiction in which the Project is located and qualifies as a cooperative housing corporation under Section 210 of the Code; (ve) the Recognition Agreement is on a form published by Aztech Document Services, Inc. or includes similar provisions; and (vif) the Cooperative has good and marketable title to the Project, and owns the Project either in fee simplesimple or under a leasehold that complies with the requirements of the F▇▇▇▇▇ Mae guidelines, F▇▇▇▇▇▇ Mac guidelines or the Underwriting Guidelines; such title is free and clear of any adverse liens or encumbrances, except the lien of any blanket mortgage; (4iv) The Seller Company has the right under the terms of the Mortgage Note, Pledge Agreement and Recognition Agreement to pay any maintenance charges or assessments owed by the Mortgagor; and; (5v) Each Stock Power (i) has all signatures guaranteed or (ii) if all signatures are not guaranteed, then such Cooperative Shares will be transferred by the stock transfer agent of the Cooperative if the Seller Company undertakes to convert the ownership of the collateral securing the related Cooperative Loan.;

Cooperative Loans. With respect to each Cooperative Loan: (1) The Cooperative Shares are held by a person as a tenant-stockholder in a Cooperative. Each original UCC financing statement, continuation statement or other governmental filing or recordation necessary to create or preserve the perfection and priority of the first lien and security interest in the Cooperative Loan and Proprietary Lease has been timely and properly made. Any security agreement, chattel mortgage or equivalent document related to the Cooperative Loan and delivered to Purchaser or its designee establishes in Purchaser a valid and subsisting perfected first lien on and security interest in the Mortgaged Property described therein, and Purchaser has full right to sell and assign the same; (2) A Cooperative Lien Search has been made by a company competent to make the same which company is acceptable to F▇▇▇▇▇ Mae or F▇▇▇▇▇▇ Mac and qualified to do business in the jurisdiction where the Cooperative is located; (i) The term of the related Proprietary Lease is not less than the terms of the Cooperative Loan; (ii) there is no provision in any Proprietary Lease which requires the Mortgagor to offer for sale the Cooperative Shares owned by such Mortgagor first to the Cooperative; (iii) there is no prohibition in any Proprietary Lease against pledging the Cooperative Shares or assigning the Proprietary Lease; (iv) the Cooperative has been created and exists in full compliance with the requirements for residential cooperatives in the jurisdiction in which the Project is located and qualifies as a cooperative housing corporation under Section 210 of the Code; (v) the Recognition Agreement is on a form published by Aztech Document Services, Inc. or includes similar provisions; and (vi) the Cooperative has good and marketable title to the Project, and owns the Project either in fee simple; such title is free and clear of any adverse liens or encumbrances, except the lien of any blanket mortgage; (4) The Seller has the right under the terms of the Mortgage Note, Pledge Agreement and Recognition Agreement to pay any maintenance charges or assessments owed by the Mortgagor; and (5) Each Stock Power (i) has all signatures guaranteed or (ii) if all signatures are not guaranteed, then such Cooperative Shares will be transferred by the stock transfer agent of the Cooperative if the Seller undertakes to convert the ownership of the collateral securing the related Cooperative Loan.;

Cooperative Loans. With respect to each Cooperative Loan: (1i) The Cooperative Shares are held by a person as a tenant-stockholder in a Cooperative. Each original UCC financing statement, continuation statement or other governmental filing or recordation necessary to create or preserve the perfection and priority of the first lien and security interest in the Cooperative Loan and Proprietary Lease has been timely and properly made. Any security agreement, chattel mortgage or equivalent document related to the Cooperative Loan and delivered to Purchaser or its designee establishes in Purchaser a valid and subsisting perfected first lien on and security interest in the Mortgaged Property described therein, and Purchaser has full right to sell and assign the same. The Proprietary Lease term expires no less than five years after the Mortgage Loan term or such other term acceptable to ▇▇▇▇▇▇ ▇▇▇ or ▇▇▇▇▇▇▇ Mac; (2ii) A Cooperative Lien Search has been made by a company competent to make the same which company is acceptable to F▇▇▇▇▇▇ Mae or F▇▇▇▇▇▇ Fredde Mac and qualified to do business in the jurisdiction where the Cooperative is located; (ia) The term of the related Proprietary Lease is not less than the terms of the Cooperative Loan; (iib) there is no provision in any Proprietary Lease which requires the Mortgagor to offer for sale the Cooperative Shares owned by such Mortgagor first to the Cooperative; (iiic) there is no prohibition in any Proprietary Lease against pledging the Cooperative Shares or assigning the Proprietary Lease; (ivd) the Cooperative has been created and exists in full compliance with the requirements for residential cooperatives in the jurisdiction in which the Project is located and qualifies as a cooperative housing corporation under Section 210 of the Code; (ve) the Recognition Agreement is on a form published by Aztech Document Services, Inc. or includes similar provisions; and (vif) the Cooperative has good and marketable title to the Project, and owns the Project either in fee simplesimple or under a leasehold that complies with the requirements of ▇▇▇▇▇▇ ▇▇▇ or ▇▇▇▇▇▇▇ Mac; such title is free and clear of any adverse liens or encumbrances, except the lien of any blanket mortgage; (4iv) The Seller Company has the right under the terms of the Mortgage Note, Pledge Agreement and Recognition Agreement to pay any maintenance charges or assessments owed by the Mortgagor; and; (5v) Each Stock Power (i) has all signatures guaranteed or (ii) if all signatures are not guaranteed, then such Cooperative Shares will be transferred by the stock transfer agent of the Cooperative if the Seller Company undertakes to convert the ownership of the collateral securing the related Cooperative Loan.;

Cooperative Loans. With respect to each Cooperative Loan: (1i) The Cooperative Shares are held by a person as a tenant-stockholder in a Cooperative. Each original UCC financing statement, continuation statement or other governmental filing or recordation necessary to create or preserve the perfection and priority of the first lien and security interest in the Cooperative Loan and Proprietary Lease has been timely and properly made. Any security agreement, chattel mortgage or equivalent document related to the Cooperative Loan and delivered to Purchaser or its designee establishes in Purchaser a valid and subsisting perfected first lien on and security interest in the Mortgaged Property described therein, and Purchaser has full right to sell and assign the same; (2ii) A Cooperative Lien Search has been made by a company competent to make the same which company is acceptable to F▇▇▇▇▇▇ Mae or F▇▇▇▇▇▇ Mac and qualified to do business in the jurisdiction where the Cooperative is located; (ia) The term of the related Proprietary Lease is not less than the terms of the Cooperative Loan; (iib) there is no provision in any Proprietary Lease which requires the Mortgagor to offer for sale the Cooperative Shares owned by such Mortgagor first to the Cooperative; (iiic) there is no prohibition in any Proprietary Lease against pledging the Cooperative Shares or assigning the Proprietary Lease; (ivd) the Cooperative has been created and exists in full compliance with the requirements for residential cooperatives in the jurisdiction in which the Project is located and qualifies as a cooperative housing corporation under Section 210 of the Code; (ve) the Recognition Agreement is on a form published by Aztech Document Services, Inc. or includes similar provisions; and (vif) the Cooperative has good and marketable title to the Project, and owns the Project either in fee simplesimple or under a leasehold that complies with the requirements of the ▇▇▇▇▇▇ ▇▇▇ Guidelines; such title is free and clear of any adverse liens or encumbrances, except the lien of any blanket mortgage; (4iv) The Seller Company has the right under the terms of the Mortgage Note, Pledge Agreement and Recognition Agreement to pay any maintenance charges or assessments owed by the Mortgagor; and; (5v) Each Stock Power (i) has all signatures guaranteed or (ii) if all signatures are not guaranteed, then such Cooperative Shares will be transferred by the stock transfer agent of the Cooperative if the Seller Company undertakes to convert the ownership of the collateral securing the related Cooperative Loan.;

Cooperative Loans. With respect to each Cooperative Loan: (1i) The Cooperative Shares are held by a person as a tenant-stockholder in a Cooperative. Each original UCC financing statement, continuation statement or other governmental filing or recordation necessary to create or preserve the perfection and priority of the first lien and security interest in the Cooperative Loan and Proprietary Lease has been timely and properly made. Any security agreement, chattel mortgage or equivalent document related to the Cooperative Loan and delivered to Purchaser or its designee establishes in Purchaser a valid and subsisting perfected first lien on and security interest in the Mortgaged Property described therein, and Purchaser has full right to sell and assign the same. The Proprietary Lease term expires no less than five years after the Mortgage Loan term or such other term acceptable to ▇▇▇▇▇▇ Mae or ▇▇▇▇▇▇▇ Mac; (2ii) A Cooperative Lien Search has been made by a company competent to make the same which company is acceptable to F▇▇▇▇▇▇ Mae or F▇▇▇▇▇▇▇ Mac and qualified to do business in the jurisdiction where the Cooperative is located; (ia) The term of the related Proprietary Lease is not less than the terms of the Cooperative Loan; (iib) there is no provision in any Proprietary Lease which requires the Mortgagor to offer for sale the Cooperative Shares owned by such Mortgagor first to the Cooperative; (iiic) there is no prohibition in any Proprietary Lease against pledging the Cooperative Shares or assigning the Proprietary Lease; (ivd) the Cooperative has been created and exists in full compliance with the requirements for residential cooperatives in the jurisdiction in which the Project is located and qualifies as a cooperative housing corporation under Section 210 of the Code; (ve) the Recognition Agreement is on a form published by Aztech Document Services, Inc. or includes similar provisions; and (vif) the Cooperative has good and marketable title to the Project, and owns the Project either in fee simplesimple or under a leasehold that complies with the requirements of the ▇▇▇▇▇▇ Mae or ▇▇▇▇▇▇▇ Mac guidelines; such title is free and clear of any adverse liens or encumbrances, except the lien of any blanket mortgage; (4iv) The Seller Company has the right under the terms of the Mortgage Note, Pledge Agreement and Recognition Agreement to pay any maintenance charges or assessments owed by the Mortgagor; and; (5v) Each Stock Power (i) has all signatures guaranteed or (ii) if all signatures are not guaranteed, then such Cooperative Shares will be transferred by the stock transfer agent of the Cooperative if the Seller Company undertakes to convert the ownership of the collateral securing the related Cooperative Loan.;

Cooperative Loans. With respect to each Cooperative Loan: (1i) The Cooperative Shares cooperative shares are held by a person Person as a tenant-stockholder in a Cooperativecooperative. Each original UCC financing statement, continuation statement or other governmental filing or recordation necessary to create or preserve the perfection and priority of the first lien and security interest in the Cooperative Loan and Proprietary Lease proprietary lease has been timely and properly made. Any security agreement, chattel mortgage or equivalent document related to the Cooperative Loan and delivered to Purchaser Custodian or its designee establishes in Purchaser Buyer a valid and subsisting perfected first lien on and security interest in the Mortgaged Property described therein, and Purchaser Buyer has full right to sell and assign the same. The proprietary lease term expires no less than five years after the Mortgage Loan term or such other term acceptable to ▇▇▇▇▇▇ ▇▇▇ or ▇▇▇▇▇▇▇ Mac; (2ii) A Cooperative Lien Search cooperative lien search has been made by a company competent to make the same which company is acceptable to F▇▇▇▇▇▇ Mae or F▇▇▇▇▇▇ Mac and qualified to do business in the jurisdiction where the Cooperative cooperative is located; (ia) The term of the related Proprietary Lease proprietary lease is not less than the terms of the Cooperative Loan; (iib) there is no provision in any Proprietary Lease proprietary lease which requires the Mortgagor to offer for sale the Cooperative Shares cooperative shares owned by such Mortgagor first to the Cooperativecooperative; (iiic) there is no prohibition in any Proprietary Lease proprietary lease against pledging the Cooperative Shares cooperative shares or assigning the Proprietary Leaseproprietary lease; (ivd) the Cooperative cooperative has been created and exists in full compliance with the requirements for residential cooperatives in the jurisdiction in which the Project Co-Op Unit is located and qualifies as a cooperative housing corporation under Section 210 of the Code; (ve) the Recognition Agreement recognition agreement is on a form published by Aztech Document Services, Inc. or includes similar provisions; and (vif) the Cooperative cooperative has good and marketable title to the ProjectCo-Op Unit, and owns the Project Co-Op Unit either in fee simplesimple or under a leasehold that complies with the requirements of the ▇▇▇▇▇▇ ▇▇▇ Guidelines; such title is free and clear of any adverse liens or encumbrances, except the lien of any blanket mortgage; (4iv) The Seller has the right under the terms of the Mortgage Note, Pledge Agreement pledge agreement and Recognition Agreement recognition agreement to pay any maintenance charges or assessments owed by the Mortgagor; and (5v) Each Stock Power stock power (i) has all signatures guaranteed or (ii) if all signatures are not guaranteed, then such Cooperative Shares cooperative shares will be transferred by the stock transfer agent of the Cooperative cooperative if the Seller undertakes to convert the ownership of the collateral securing the related Cooperative Loan. The representations and warranties in this Section shall survive the execution and assignment of this Agreement and any subsequent transfers of each Mortgage Loan. SCHEDULE 2 OTHER FINANCING FACILITIES 1. Sovereign Repurchase Facility 2. Greenwich Repurchase Facility 3. Bank of America Repurchase Facility 4. ▇▇▇▇▇▇ Repurchase Facility 5. Countrywide Repurchase Facility 6. Deutsche Bank Repurchase Facility 7. Citigroup Repurchase Facility 8. Bear ▇▇▇▇▇▇▇ Repurchase Facility 9. JPM Repurchase Facility 10. ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Repurchase Facility 11. CSFB Repurchase Facility 12. ▇▇▇▇▇▇▇ Sachs Repurchase Facility CUSTODIAL FILE (i) the original Mortgage Note bearing all intervening endorsements, endorsed in blank, "Pay to the order of __________________, without recourse," and, if previously endorsed, signed in the name of the last endorsee. If the Mortgage Loan was acquired by the last endorsee in a merger, Seller shall notify Buyer and Custodian in writing before delivering the Custodial File and the endorsement must be by "[name of last endorsee], successor by merger to [name of predecessor]". If the Mortgage Loan was acquired or originated by the last endorsee while doing business under another name, Seller shall notify Buyer and Custodian in writing before delivering the Custodial File and shall provide notice in the Custodial File, and the endorsement must be by "[name of last endorsee], formerly known as [previous name]"; (ii) unless such Mortgage Loan is a MERS Designated Mortgage Loan, the original Assignment of Mortgage for each Mortgage Loan, in recordable form, signed in the name of the last assignee by an authorized officer. The Mortgage shall be assigned, with assignee's name left blank. If the Mortgage Loan was acquired by the last assignee in a merger, Seller shall notify Buyer and Custodian in writing before delivering the Custodial File and the Assignment of Mortgage must be made by "[name of last assignee], successor by merger to [name of predecessor]". If the Mortgage Loan was acquired or originated by the last assignee while doing business under another name, Seller shall notify Buyer and Custodian in writing before delivering the Custodial File and shall provide notice in the Custodial File, and the Assignment of Mortgage must be by "[name of last assignee], formerly known as [previous name]"; (iii) the original guarantee executed in connection with the Mortgage Note, if any, for which Seller shall give Buyer and Custodian written notice of such document, such notice to be provided in the Custodial File by Seller; (iv) the original Mortgage with evidence of recording thereon or, if the original Mortgage with evidence of recording thereon has not been returned by the public recording office where such Mortgage has been delivered for recordation or such Mortgage has been lost or such public recording office retains the original recorded Mortgage, a photocopy of such Mortgage, together with (A) in the case of a delay caused by the public recording office, an Officer's Certificate of the title insurer insuring the Mortgage, the escrow agent or closing attorney stating that such Mortgage has been delivered to the appropriate public recording office for recordation and that the original recorded Mortgage or a copy of such Mortgage certified by such public recording office to be a true and complete copy of the original recorded Mortgage will be promptly delivered to Buyer or Buyer's designee upon receipt thereof by the party delivering the Officer's Certificate; or (B) in the case of a Mortgage where a public recording office retains the original recorded Mortgage or in the case where a Mortgage is lost after recordation in a public recording office, a copy of such Mortgage with the recording information thereon certified by such public recording office to be a true and complete copy of the original recorded Mortgage; (v) the originals (or if the original is lost after recordation in a public recording office, a copy certified by such public recording office to be a true and complete copy) of all assumption, modification, consolidation or extension agreements, with evidence of recording thereon, if any, and Seller shall give Buyer and Custodian written notice of such document, such notice to be in the Custodial File, provided in the Mortgage Loan Schedule or otherwise provided in writing to Buyer and Custodian by Seller. (vi) unless such Mortgage Loan is a MERS Designated Mortgage Loan, the originals, if any, of all intervening assignments of mortgage with evidence of recording thereon evidencing a complete chain of ownership from the originator of the Mortgage Loan to the last assignee, or if any such intervening assignment of mortgage has not been returned from the applicable public recording office or has been lost or if such public recording office retains the original recorded intervening assignments of mortgage, a photocopy of such intervening assignment of mortgage, together with (A) in the case of a delay caused by the public recording office, an Officer's Certificate of the title insurer insuring the Mortgage, the escrow agent or closing attorney stating that such intervening assignment of mortgage has been delivered to the appropriate public recording office for recordation and that such original recorded intervening assignment of mortgage or a copy of such intervening assignment of mortgage certified by the appropriate public recording office to be a true and complete copy of the original recorded intervening assignment of mortgage will be promptly delivered to Buyer or Buyer's designee upon receipt thereof by the party delivering the Officer's Certificate; or (B) in the case of an intervening assignment of mortgage where a public recording office retains the original recorded intervening assignment of mortgage or in the case where an intervening assignment of mortgage is lost after recordation in a public recording office, a copy of such intervening assignment of mortgage with recording information thereon certified by such public recording office to be a true and complete copy of the original recorded intervening assignment of mortgage; (vii) the original lender's title policy, or, if such policy has not been issued, a written commitment or interim binder issued by a title insurance company evidencing that the required title insurance coverage is in effect and unconditionally guaranteeing that such title insurance policy will be issued; (viii) the original of any security agreement, chattel mortgage or equivalent document executed in connection with the Mortgage, if any and Seller shall give Buyer and Custodian written notice of such document, such notice to be in the Custodial File, provided in the Mortgage Loan Schedule or otherwise provided in writing to Buyer and Custodian by Seller; (ix) the original power of attorney with evidence of recording thereon, if any; (x) [RESERVED]; (xi) with respect to each Cooperative Loan: (A) The original Mortgage Note bearing all intervening endorsements, endorsed "Pay to the order of _________ without recourse" and signed in the name of the last endorsee by an authorized Person (in the event that the Mortgage Loan was acquired by the last endorsee in a merger, as Custodian was notified in writing, the signature must be in the following form: "[last endorsee], successor by merger to [name of predecessor]"; in the event that the Mortgage Loan was acquired or originated by the last endorsee while doing business under another name, as Custodian was notified in writing, the signature must be in the following form: "[last endorsee], formerly known as [previous name]"); (B) The original cooperative security agreement entered into by the Mortgagor with respect to such Cooperative Loan; (C) UCC-3 assignment in blank (or equivalent instrument), sufficient under the laws of the jurisdiction where the related Mortgaged Property is located to reflect of record the sale and assignment of the Mortgage Loan to Buyer, provided, that Custodian may conclusively rely on statements from Seller as to the sufficiency thereof; (D) Original assignment of the cooperative security agreement in blank showing a complete chain of assignment from the originator of the related Cooperative Loan to Seller; (E) Original cooperative UCC filing and any continuation statements with evidence of filing thereon with respect to such Cooperative Loan; (F) Cooperative shares representing the stock allocated to the related Co-op Unit and pledged by the related Mortgagor to the originator of such Cooperative Loan with a cooperative stock power in blank attached; (G) Original cooperative lease; (H) Original assignment of cooperative lease, in blank, and all intervening assignments thereof; (I) Original cooperative recognition agreement of the interests of the mortgagee with respect to the Cooperative Loan by the cooperative corporation, the cooperative shares of which were pledged by the related Mortgagor to the originator of such Cooperative Loan; and (J) Originals of any assumption, consolidation or modification agreements relating to any of the items specified in (A) through (F) above with respect to such Cooperative Loan (if, and to the extent that, Custodian is notified in writing that such documents should be in the related Custodial File); (xii) with respect to each HELOC, the original Credit Line Agreement (as notified to Custodian in writing). SCHEDULE 4 MORTGAGE LOAN SCHEDULE (1) the Mortgage Loan identifying number; (2) the Mortgagor's last name; (3) the street address of the Mortgaged Property including the state and zip code; (4) a code indicating the ownership type of the Mortgaged Property (i.e. Owner Occupied Property, Second Home Property, Investor Property); (5) the type of Residential Dwelling constituting the Mortgaged Property (i.e. single family dwelling, two-to-four family dwelling, Condominium Unit, townhouse, Co-op Unit, Manufactured Housing Unit. single family dwelling in a planned unit development); (6) the original term to maturity; (7) the original date of the Mortgage Loan and the remaining months to maturity from the Cut-off Date, based on the original amortization schedule and, if different, the maturity expressed in the same manner but based on the actual amortization schedule; (8) the original Loan-to-Value Ratio (LTV); (9) a code indicating whether the Mortgage Loan is a Fixed Rate Mortgage Loan or an Adjustable Rate Mortgage Loan; (10) the Mortgage Interest Rate in effect immediately following the Cut-off Date;

Cooperative Loans. With respect to each Cooperative Loan: (1i) The Cooperative Shares are held by a person as a tenant-stockholder in a Cooperative. Each original UCC financing statement, continuation statement or other governmental filing or recordation necessary to create or preserve the perfection and priority of the first lien and security interest in the Cooperative Loan and Proprietary Lease has been timely and properly made. Any security agreement, chattel mortgage or equivalent document related to the Cooperative Loan and delivered to Purchaser or its designee establishes in Purchaser a valid and subsisting perfected first lien on and security interest in the Mortgaged Property described therein, and Purchaser has full right to sell and assign the same. The Proprietary Lease term expires no less than five (5) years after the Mortgage Loan term or such other term acceptable to Fannie Mae or Freddie Mac; (2ii) A Cooperative Lien Coopera▇▇▇▇ ▇ien Search has been made by a company ▇▇ ▇ ▇ompany competent to make the same which company is acceptable to F▇▇▇▇▇ Fannie Mae or F▇▇▇▇▇▇ Freddie Mac and qualified to do business in the busines▇ ▇▇ ▇he jurisdiction where the Cooperative is located; (ia) The term of the related Proprietary Lease is not less than the terms of the Cooperative Loan; (iib) there is no provision in any Proprietary Lease which requires the Mortgagor to offer for sale the Cooperative Shares owned by such Mortgagor first to the Cooperative; (iiic) there is no prohibition in any Proprietary Lease against pledging the Cooperative Shares or assigning the Proprietary Lease; (iv) the Cooperative has been created and exists in full compliance with the requirements for residential cooperatives in the jurisdiction in which the Project is located and qualifies as a cooperative housing corporation under Section 210 of the Code; (v) the Recognition Agreement is on a form published by Aztech Document Services, Inc. or includes similar provisions; and (vi) the Cooperative has good and marketable title to the Project, and owns the Project either in fee simple; such title is free and clear of any adverse liens or encumbrances, except the lien of any blanket mortgage; (4) The Seller has the right under the terms of the Mortgage Note, Pledge Agreement and Recognition Agreement to pay any maintenance charges or assessments owed by the Mortgagor; and (5) Each Stock Power (i) has all signatures guaranteed or (ii) if all signatures are not guaranteed, then such Cooperative Shares will be transferred by the stock transfer agent of the Cooperative if the Seller undertakes to convert the ownership of the collateral securing the related Cooperative Loan.;

Cooperative Loans. With respect to each Cooperative Loan: (1i) The Cooperative Shares are held by a person as a tenant-stockholder in a Cooperative. Each original UCC financing statement, continuation statement or other governmental filing or recordation necessary to create or preserve the perfection and priority of the first lien and security interest in the Cooperative Loan and Proprietary Lease has been timely and properly made. Any security agreement, chattel mortgage or equivalent document related to the Cooperative Loan and delivered to Purchaser or its designee establishes in Purchaser a valid and subsisting perfected first lien on and security interest in the Mortgaged Property described therein, and Purchaser has full right to sell and assign the same; (2ii) A Cooperative Lien Search has been made by a company competent to make the same which company is acceptable to F▇▇▇▇▇ Mae or F▇▇▇▇▇▇ Mac and qualified to do business in the jurisdiction where the Cooperative is located; (ia) The term of the related Proprietary Lease is not less than the terms of the Cooperative Loan; (iib) there is no provision in any Proprietary Lease which requires the Mortgagor to offer for sale the Cooperative Shares owned by such Mortgagor first to the Cooperative; (iiic) there is no prohibition in any Proprietary Lease against pledging the Cooperative Shares or assigning the Proprietary Lease; (ivd) the Cooperative has been created and exists in full compliance with the requirements for residential cooperatives in the jurisdiction in which the Project is located and qualifies as a cooperative housing corporation under Section 210 of the Code; (ve) the Recognition Agreement is on a form published by Aztech Document Services, Inc. or includes similar provisions; and (vif) the Cooperative has good and marketable title to the Project, and owns the Project either in fee simple; such title is free and clear of any adverse liens or encumbrances, except the lien of any blanket mortgage; (4iv) The Seller Company has the right under the terms of the Mortgage Note, Pledge Agreement and Recognition Agreement to pay any maintenance charges or assessments owed by the Mortgagor; and; (5v) Each Stock Power (i) has all signatures guaranteed or (ii) if all signatures are not guaranteed, then such Cooperative Shares will be transferred by the stock transfer agent of the Cooperative if the Seller Company undertakes to convert the ownership of the collateral securing the related Cooperative Loan.;

Cooperative Loans. With respect to each Cooperative Loan: (1i) The Cooperative Shares are held by a person as a tenant-stockholder in a Cooperative. Each original UCC financing statement, continuation statement or other governmental filing or recordation necessary to create or preserve the perfection and priority of the first lien and security interest in the Cooperative Loan and Proprietary Lease has been timely and properly made. Any security agreement, chattel mortgage or equivalent document related to the Cooperative Loan and delivered to Purchaser or its designee establishes in Purchaser a valid and subsisting perfected first lien on and security interest in the Mortgaged Property described therein, and Purchaser has full right to sell and assign the same. The Proprietary Lease term expires no less than five years after the Mortgage Loan term or such other term acceptable to ▇▇▇▇▇▇ Mae or ▇▇▇▇▇▇▇ Mac; (2ii) A Cooperative Lien Search has been made by a company competent to make the same which company is acceptable to F▇▇▇▇▇▇ Mae or F▇▇▇▇▇▇ Fredde Mac and qualified to do business in the jurisdiction where the Cooperative is located; (ia) The term of the related Proprietary Lease is not less than the terms of the Cooperative Loan; (iib) there is no provision in any Proprietary Lease which requires the Mortgagor to offer for sale the Cooperative Shares owned by such Mortgagor first to the Cooperative; (iiic) there is no prohibition in any Proprietary Lease against pledging the Cooperative Shares or assigning the Proprietary Lease; (ivd) the Cooperative has been created and exists in full compliance with the requirements for residential cooperatives in the jurisdiction in which the Project is located and qualifies as a cooperative housing corporation under Section 210 of the Code; (ve) the Recognition Agreement is on a form published by Aztech Document Services, Inc. or includes similar provisions; and (vif) the Cooperative has good and marketable title to the Project, and owns the Project either in fee simplesimple or under a leasehold that complies with the requirements of ▇▇▇▇▇▇ ▇▇▇ or ▇▇▇▇▇▇▇ Mac; such title is free and clear of any adverse liens or encumbrances, except the lien of any blanket mortgage; (4iv) The Seller Company has the right under the terms of the Mortgage Note, Pledge Agreement and Recognition Agreement to pay any maintenance charges or assessments owed by the Mortgagor; and; (5v) Each Stock Power (i) has all signatures guaranteed or (ii) if all signatures are not guaranteed, then such Cooperative Shares will be transferred by the stock transfer agent of the Cooperative if the Seller Company undertakes to convert the ownership of the collateral securing the related Cooperative Loan.;

Cooperative Loans. With respect to each Cooperative Loan: (1i) The Cooperative Shares are held by a person as a tenant-stockholder in a Cooperative. Each original UCC financing statement, continuation statement or other governmental filing or recordation necessary to create or preserve the perfection and priority of the first lien and security interest in the Cooperative Loan and Proprietary Lease has been timely and properly made. Any security agreement, chattel mortgage or equivalent document related to the Cooperative Loan and delivered to Purchaser or its designee establishes in Purchaser a valid and subsisting perfected first lien on and security interest in the Mortgaged Property described therein, and Purchaser has full right to sell and assign the same; (2ii) A Cooperative Lien Search has been made by a company competent to make the same which company is acceptable to F▇▇▇▇▇ Mae or F▇▇▇▇▇▇ Mac ▇▇▇ and qualified to do business in the jurisdiction where the Cooperative is located; (ia) The term of the related Proprietary Lease is not less than the terms of the Cooperative Loan; (iib) there is no provision in any Proprietary Lease which requires the Mortgagor to offer for sale the Cooperative Shares owned by such Mortgagor first to the Cooperative; (iiic) there is no prohibition in any Proprietary Lease against pledging the Cooperative Shares or assigning the Proprietary Lease; (ivd) the Cooperative has been created and exists in full compliance with the requirements for residential cooperatives in the jurisdiction in which the Project is located and qualifies as a cooperative housing corporation under Section 210 of the Code; (ve) the Recognition Agreement is on a form published by Aztech Document Services, Inc. or includes similar provisions; and (vif) the Cooperative has good and marketable title to the Project, and owns the Project either in fee simple; such title is free and clear of any adverse liens or encumbrances, except the lien of any blanket mortgage; (4iv) The Seller Company has the right under the terms of the Mortgage Note, Pledge Agreement and Recognition Agreement to pay any maintenance charges or assessments owed by the Mortgagor; and (5v) Each Stock Power (i) has all signatures guaranteed or (ii) if all signatures are not guaranteed, then such Cooperative Shares will be transferred by the stock transfer agent of the Cooperative if the Seller Company undertakes to convert the ownership of the collateral securing the related Cooperative Loan.;

Cooperative Loans. With respect to each Cooperative Loan: (1i) The Cooperative Shares are held by a person as a tenant-stockholder in a Cooperative. Each original UCC financing statementFinancing Statement, continuation statement or other governmental filing or recordation necessary to create or preserve the perfection and priority of the first lien and security interest in the Cooperative Loan and Proprietary Lease has been timely and properly made. Any security agreement, chattel mortgage or equivalent document related to the Cooperative Loan and delivered to Purchaser or its designee establishes in Purchaser a valid and subsisting perfected first lien on and security interest in the Mortgaged Property described therein, and Purchaser has full right to sell and assign the same. The Proprietary Lease term expires no less than five years after the Mortgage Loan term or such other term acceptable in the Company Underwriting Guidelines or the Third-Party Underwriting Guidelines, as applicable; (2ii) A Cooperative Lien Search has been made by a company competent to make the same which company is acceptable to F▇▇▇▇▇▇ Mae ▇▇▇ or F▇▇▇▇▇▇▇ Mac and qualified to do business in the jurisdiction where the Cooperative is located, and such search has not revealed information which would materially and adversely affect the Cooperative Loan; (ia) The term of the related Proprietary Lease is not less than the terms of the Cooperative Loan; (iib) there is no provision in any Proprietary Lease which requires the Mortgagor to offer for sale the Cooperative Shares owned by such Mortgagor first to the Cooperative; (iiic) there is no prohibition in any Proprietary Lease against pledging the Cooperative Shares or assigning the Proprietary Lease; (ivd) the Cooperative has been created and exists in full compliance with the requirements for residential cooperatives in the jurisdiction in which the Project is located and qualifies as a cooperative housing corporation under Section 210 216 of the Code; (ve) the Recognition Agreement is on a form published by Aztech Document Services, Inc. or includes similar provisions; and (vif) the Cooperative has good and marketable title to the Project, and owns the Project either in fee simplesimple or under a leasehold that complies with the requirements of the Company Underwriting Guidelines or the Third-Party Underwriting Guidelines, as applicable; such title is free and clear of any adverse liens or encumbrances, except the lien of any blanket mortgage; (4iv) The Seller Company has the right under the terms of the Mortgage Note, Pledge Agreement and Recognition Agreement to pay any maintenance charges or assessments owed by the Mortgagor; and (5v) Each Stock Power (i) has all signatures guaranteed or (ii) if all signatures are not guaranteed, then such Cooperative Shares will be transferred by the stock transfer agent of the Cooperative if the Seller Company undertakes to convert the ownership of the collateral securing the related Cooperative Loan.;

Cooperative Loans. With respect to each Cooperative Loan: (1i) The Cooperative Shares are held by a person Person as a tenant-stockholder in a Cooperative. Each original UCC financing statement, continuation statement or other governmental filing or recordation necessary to create or preserve the perfection and priority of the first lien and security interest in the Cooperative Loan and Proprietary Lease has been timely and properly made. Any security agreement, chattel mortgage or equivalent document related to the Cooperative Loan and delivered to Purchaser or its designee establishes in Purchaser a valid and subsisting perfected first lien on and security interest in the Mortgaged Property described therein, and Purchaser has full right to sell and assign the same. The Proprietary Lease term expires no less than five years after the Mortgage Loan term or such other term acceptable to Fannie Mae or Freddie Mac; (2ii) A Cooperative Lien Search has been ▇▇▇ ▇een made by a company ▇▇ ▇ ▇ompany competent to make the same which company is acceptable to F▇▇▇▇▇ Fannie Mae or F▇▇▇▇▇▇ Freddie Mac and qualified to do business in the busines▇ ▇▇ ▇he jurisdiction where the Cooperative is locatedlocated and such search has not revealed information which would materially and adversely affect the Cooperative Loan; (ia) The term of the related Proprietary Lease is not less than the terms of the Cooperative Loan; (iib) there is no provision in any Proprietary Lease which requires the Mortgagor to offer for sale the Cooperative Shares owned by such Mortgagor first to the Cooperative; (iiic) there is no prohibition in any Proprietary Lease against pledging the Cooperative Shares or assigning the Proprietary Lease; (iv) the Cooperative has been created and exists in full compliance with the requirements for residential cooperatives in the jurisdiction in which the Project is located and qualifies as a cooperative housing corporation under Section 210 of the Code; (v) the Recognition Agreement is on a form published by Aztech Document Services, Inc. or includes similar provisions; and (vi) the Cooperative has good and marketable title to the Project, and owns the Project either in fee simple; such title is free and clear of any adverse liens or encumbrances, except the lien of any blanket mortgage; (4) The Seller has the right under the terms of the Mortgage Note, Pledge Agreement and Recognition Agreement to pay any maintenance charges or assessments owed by the Mortgagor; and (5) Each Stock Power (i) has all signatures guaranteed or (ii) if all signatures are not guaranteed, then such Cooperative Shares will be transferred by the stock transfer agent of the Cooperative if the Seller undertakes to convert the ownership of the collateral securing the related Cooperative Loan.;

Cooperative Loans. With respect to each Cooperative Loan, Seller represents and warrants: (1) The Cooperative Shares are held by a person as a tenant-stockholder in a Cooperative. Each original UCC financing statement, continuation statement or other governmental filing or recordation necessary to create or preserve the perfection and priority of the first lien and security interest in the Cooperative Loan is secured by a valid, subsisting, enforceable and Proprietary Lease has been timely and properly madeperfected first lien on the Cooperative Shares issued to the related Mortgagor with respect to such Cooperative Loan, subject only to the Cooperative Corporation’s lien against such corporation stock, shares or membership certificate for unpaid assessments of the Cooperative Corporation to the extent required by applicable law. Any security agreementSecurity Agreement, chattel mortgage or equivalent document related to and delivered in connection with the Cooperative Loan establishes and delivered to Purchaser or its designee establishes in Purchaser creates a valid valid, subsisting and subsisting perfected enforceable first lien on and first priority security interest in on the Mortgaged Property property described therein, therein and Purchaser Seller has full right to sell and assign the same;same to Buyer. The Cooperative Unit was not, as of the date of origination of the Cooperative Loan, subject to a mortgage, deed of trust, deed to secure debt or other security instrument creating a lien subordinate to the lien of the Security Agreement. (2) A Cooperative Lien Search has been made by a company competent to make the same which company is acceptable to F▇▇▇▇▇ Mae or F▇▇▇▇▇▇ Mac and qualified to do business in the jurisdiction where the Cooperative is located; (i) The the term of the related Proprietary Lease is not less longer than the terms term of the Cooperative Loan; , (ii) there is no provision in any Proprietary Lease which requires the Mortgagor to offer for sale the Cooperative Shares owned by such Mortgagor first to the Cooperative; Cooperative Corporation, (iii) there is no prohibition in any Proprietary Lease against pledging the Cooperative Shares or assigning the Proprietary Lease; Lease and (iv) the Cooperative has been created and exists in full compliance with the requirements for residential cooperatives in the jurisdiction in which the Project is located and qualifies as a cooperative housing corporation under Section 210 of the Code; (v) the Recognition Agreement is on a form of agreement published by the Aztech Document ServicesSystems, Inc. or includes similar provisions; provisions which are no less favorable to the lender than those contained in such agreement. (3) There is no proceeding pending or threatened for the total or partial condemnation of the building owned by the applicable Cooperative Corporation (the “Underlying Mortgaged Property”). The Underlying Mortgaged Property is undamaged by waste, fire, earthquake or earth movement, windstorm, flood, tornado or other casualty so as to affect adversely the value of the Underlying Mortgaged Property as security for the mortgage loan on such Underlying Mortgaged Property (the “Cooperative Mortgage”) or the use for which the premises were intended. (4) There is no default, breach, violation or event of acceleration existing under the Cooperative Mortgage or the mortgage note related thereto 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. (5) The Cooperative Corporation has been duly organized and is validly existing and in good standing under the laws of the jurisdiction of its formation. The Cooperative Corporation has requisite power and authority to (i) own its properties, and (viii) transact the business in which it is now engaged. The Cooperative Corporation possesses all rights, licenses, permits and authorizations, governmental or otherwise, necessary to entitle it to own its properties and to transact the businesses in which is now engaged. (6) The Cooperative Corporation complies in all material respects with all applicable legal requirements. The Cooperative Corporation is not in default or violation of any order, writ, injunction, decree or demand of any governmental authority, the violation of which might materially adversely affect the condition (financial or otherwise) or business of the Cooperative has good Corporation. (7) The Cooperative Note, the Security Agreement, the Cooperative Shares, the Proprietary Lease or occupancy agreement, and marketable title any other documents required to be delivered under the Custodial and Disbursement Agreement for each Cooperative Loan have been delivered to Custodian, except as otherwise provided in the Custodial and Disbursement Agreement. (8) The Security Agreement contains customary and enforceable provisions such as to render the rights and remedies of the holder thereof adequate for the realization against the Cooperative Shares of the benefits of the security provided thereby. (9) As of the date of origination of the Cooperative Loan, the related Cooperative Project is 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 Cooperative Project is located or as provided in the applicable Agency, FHA, VA, RHS or HUD guidelines. (bi) RHS Loans. With respect to each RHS Loan: (1) All parties which have had any interest in such RHS Loan, whether as mortgagee or assignee, are (or, during the period in which they held and disposed of such interest, were) Rural Housing Service Approved Lenders; (2) The Mortgage is guaranteed by the RHS to the Projectmaximum extent permitted by law and all necessary steps have been taken to make and keep such guaranty valid, binding and owns enforceable and the Project either in fee simple; such title applicable guaranty agreement is free the binding, valid and clear enforceable obligation of any adverse liens the RHS, to the full extent thereof, without surcharge, set-off or encumbrancesdefense; (3) In the case of an RHS Loan, except the lien of any blanket mortgageno claim for guarantee has been filed; (4) The Seller has the right No Loan is (a) a Section 235 subsidy loan (24 C.F.R. 235), or a graduated loan under the terms Section 245 (24 C.F.R. 203.45 and 24 C.F.R. 203.436), (b) an advance claim loan, or (c) a VA vendee loan; (5) Neither Seller, its servicer, nor any prior holder or servicer of the Mortgage Note, Pledge Agreement and Recognition Agreement to pay Loan has engaged in any maintenance charges action or assessments owed inaction which would result in the curtailment of a payment (or nonpayment thereof) by the MortgagorRHS; and (56) Each Stock Power All actions required to be taken by Seller or the related Qualified Originator (iif different from Seller) has all signatures guaranteed or (ii) if all signatures are not guaranteedto cause Buyer, then such Cooperative Shares will be transferred by the stock transfer agent as owner of the Cooperative if RHS Loan, to be eligible for the Seller undertakes to convert full benefits available under the ownership of the collateral securing the related Cooperative Loanapplicable insurance or guaranty agreement have been taken by such entity.;

Cooperative Loans. With respect to each Cooperative Loan: (1i) The Cooperative Shares are held by a person as a tenant-stockholder in a Cooperative. Each original UCC financing statement, continuation statement or other governmental filing or recordation necessary to create or preserve the perfection and priority of the first lien and security interest in the Cooperative Loan and Proprietary Lease has been timely and properly made. Any security agreement, chattel mortgage or equivalent document related to the Cooperative Loan and delivered to Purchaser or its designee establishes in Purchaser a valid and subsisting perfected first lien on and security interest in the Mortgaged Property described therein, and Purchaser has full right to sell and assign the same. The Proprietary Lease term expires no less than five years after the Mortgage Loan term or such other term acceptable to Fa▇▇▇▇ ▇ae or Fr▇▇▇▇▇ ▇ac; (2ii) A Cooperative Lien Search has been made by a company competent to make the same which company is acceptable to F▇Fa▇▇▇▇ Mae or F▇▇▇▇▇▇ Mac ae and qualified to do business in the jurisdiction where the Cooperative is located; (ia) The term of the related Proprietary Lease is not less than the terms of the Cooperative Loan; (iib) there is no provision in any Proprietary Lease which requires the Mortgagor to offer for sale the Cooperative Shares owned by such Mortgagor first to the Cooperative; (iiic) there is no prohibition in any Proprietary Lease against pledging the Cooperative Shares or assigning the Proprietary Lease; (ivd) the Cooperative has been created and exists in full compliance with the requirements for residential cooperatives in the jurisdiction in which the Project is located and qualifies as a cooperative housing corporation under Section 210 of the Code; (ve) the Recognition Agreement is on a form published by Aztech Document Services, Inc. or includes similar provisions; and (vif) the Cooperative has good and marketable title to the Project, and owns the Project either in fee simplesimple or under a leasehold that complies with the requirements of the Fa▇▇▇▇ ▇a▇ ▇uidelines; such title is free and clear of any adverse liens or encumbrances, except the lien of any blanket mortgage; (4iv) The Seller Company has the right under the terms of the Mortgage Note, Pledge Agreement and Recognition Agreement to pay any maintenance charges or assessments owed by the Mortgagor; and; (5v) Each Stock Power (i) has all signatures guaranteed or (ii) if all signatures are not guaranteed, then such Cooperative Shares will be transferred by the stock transfer agent of the Cooperative if the Seller Company undertakes to convert the ownership of the collateral securing the related Cooperative Loan.;

Cooperative Loans. With respect to each Cooperative Loan, Seller represents and warrants: (1) The Cooperative Shares are held by a person as a tenant-stockholder in a Cooperative. Each original UCC financing statement, continuation statement or other governmental filing or recordation necessary to create or preserve the perfection and priority of the first lien and security interest in the Cooperative Loan is secured by a valid, subsisting, enforceable and Proprietary Lease has been timely and properly madeperfected first lien on the Cooperative Shares issued to the related Mortgagor with respect to such Cooperative Loan, subject only to the Cooperative Corporation’s lien against such corporation stock, shares or membership certificate for unpaid assessments of the Cooperative Corporation to the extent required by applicable law. Any security agreementSecurity Agreement, chattel mortgage or equivalent document related to and delivered in connection with the Cooperative Loan establishes and delivered to Purchaser or its designee establishes in Purchaser creates a valid valid, subsisting and subsisting perfected enforceable first lien on and first priority security interest in on the Mortgaged Property property described therein, therein and Purchaser Seller has full right to sell and assign the same;same to Buyer. The Cooperative Unit was not, as of the date of origination of the Cooperative Loan, subject to a mortgage, deed of trust, deed to secure debt or other security instrument creating a lien subordinate to the lien of the Security Agreement. (2) A Cooperative Lien Search has been made by a company competent to make the same which company is acceptable to F▇▇▇▇▇ Mae or F▇▇▇▇▇▇ Mac and qualified to do business in the jurisdiction where the Cooperative is located; (i) The the term of the related Proprietary Lease is not less longer than the terms term of the Cooperative Loan; , (ii) there is no provision in any Proprietary Lease which requires the Mortgagor to offer for sale the Cooperative Shares owned by such Mortgagor ▇▇▇▇▇▇▇▇▇ first to the Cooperative; Cooperative Corporation, (iii) there is no prohibition 781701999 24764932 in any Proprietary Lease against pledging the Cooperative Shares or assigning the Proprietary Lease; Lease and (iv) the Cooperative has been created and exists in full compliance with the requirements for residential cooperatives in the jurisdiction in which the Project is located and qualifies as a cooperative housing corporation under Section 210 of the Code; (v) the Recognition Agreement is on a form of agreement published by the Aztech Document ServicesSystems, Inc. or includes similar provisions; and (vi) the Cooperative has good and marketable title provisions which are no less favorable to the Projectlender than those contained in such agreement. (3) There is no proceeding pending or threatened for the total or partial condemnation of the building owned by the applicable Cooperative Corporation (the “Underlying Mortgaged Property”). The Underlying Mortgaged Property is undamaged by waste, and owns fire, earthquake or earth movement, windstorm, flood, tornado or other casualty so as to affect adversely the Project either in fee simple; value of the Underlying Mortgaged Property as security for the mortgage loan on such title is free and clear of any adverse liens Underlying Mortgaged Property (the “Cooperative Mortgage”) or encumbrances, except the lien of any blanket mortgage;use for which the premises were intended. (4) The Seller has the right There is no default, breach, violation or event of acceleration existing under the terms Cooperative Mortgage or the mortgage note related thereto and no event which, with the passage of time or with notice and the Mortgage Noteexpiration of any grace or cure period, Pledge Agreement and Recognition Agreement to pay any maintenance charges would constitute a default, breach, violation or assessments owed by the Mortgagor; andevent of acceleration. (5) Each Stock Power The Cooperative Corporation has been duly organized and is validly existing and in good standing under the laws of the jurisdiction of its formation. The Cooperative Corporation has requisite power and authority to (i) has all signatures guaranteed or own its properties, and (ii) if transact the business in which it is now engaged. The Cooperative Corporation possesses all signatures are rights, licenses, permits and authorizations, governmental or otherwise, necessary to entitle it to own its properties and to transact the businesses in which is now engaged. (6) The Cooperative Corporation complies in all material respects with all applicable legal requirements. The Cooperative Corporation is not guaranteedin default or violation of any order, then such Cooperative Shares will be transferred by writ, injunction, decree or demand of any governmental authority, the stock transfer agent violation of which might materially adversely affect the condition (financial or otherwise) or business of the Cooperative if Corporation. (7) The Cooperative Note, the Seller undertakes Security Agreement, the Cooperative Shares, the Proprietary Lease or occupancy agreement, and any other documents required to convert be delivered under the ownership Custodial Agreement for each Cooperative Loan have been delivered to Custodian, except as otherwise provided in the Custodial Agreement. (8) The Security Agreement contains customary and enforceable provisions such as to render the rights and remedies of the collateral securing holder thereof adequate for the realization against the Cooperative Shares of the benefits of the security provided thereby. (9) As of the date of origination of the Cooperative Loan, the related Cooperative LoanProject is insured by a generally acceptable insurer against loss by fire, hazards of extended coverage and such other hazards as are customary in the 781701999 24764932 area where the Cooperative Project is located or as provided in the applicable Agency, FHA, VA, RHS or HUD guidelines.;

Cooperative Loans. With respect to each Cooperative Loan: (1i) The Cooperative Shares are held by a person as a tenant-stockholder in a Cooperative. Each original UCC financing statementFinancing Statement, continuation statement or other governmental filing or recordation necessary to create or preserve the perfection and priority of the first lien and security interest in the Cooperative Loan and Proprietary Lease has been timely and properly made. Any security agreement, chattel mortgage or equivalent document related to the Cooperative Loan and delivered to Purchaser or its designee establishes in Purchaser a valid and subsisting perfected first lien on and security interest in the Mortgaged Property described therein, and Purchaser has full right to sell and assign the same;. The Proprietary Lease term expires no less than five years after the Mortgage Loan term or such other term acceptable to ▇▇▇▇▇▇ Mae or ▇▇▇▇▇▇▇ Mac. (2ii) A Cooperative Lien Search has been made by a company competent to make the same which company is acceptable to F▇▇▇▇▇▇ Mae or F▇▇▇▇▇▇▇ Mac and qualified to do business in the jurisdiction where the Cooperative is located;located and such search has not revealed information which would materially and adversely affect the Cooperative Loan. (ia) The term of the related Proprietary Lease is not less than the terms of the Cooperative Loan; (iib) there is no provision in any Proprietary Lease which requires the Mortgagor to offer for sale the Cooperative Shares owned by such Mortgagor first to the Cooperative; (iiic) there is no prohibition in any Proprietary Lease against pledging the Cooperative Shares or assigning the Proprietary Lease; (ivd) the Cooperative has been created and exists in full compliance with the requirements for residential cooperatives in the jurisdiction in which the Project is located and qualifies as a cooperative housing corporation under Section 210 216 of the Code; (ve) the Recognition Agreement is on a form published by Aztech Document Services, Inc. or includes similar provisions; and (vif) the Cooperative has good and marketable title to the Project, and owns the Project either in fee simplesimple or under a leasehold that complies with the requirements of the ▇▇▇▇▇▇ Mae or ▇▇▇▇▇▇▇ Mac guidelines; such title is free and clear of any adverse liens or encumbrances, except the lien of any blanket mortgage; (4iv) The Seller Company has the right under the terms of the Mortgage Note, Pledge Agreement and Recognition Agreement to pay any maintenance charges or assessments owed by the Mortgagor; and; (5v) Each Stock Power (i) has all signatures guaranteed or (ii) if all signatures are not guaranteed, then such Cooperative Shares will be transferred by the stock transfer agent of the Cooperative if the Seller Company undertakes to convert the ownership of the collateral securing the related Cooperative Loan.;

Cooperative Loans. With respect to each Cooperative Loan: (1i) The Cooperative Shares are held by a person Person as a tenant-stockholder in a Cooperative. Each original UCC financing statement, continuation statement or other governmental filing or recordation necessary to create or preserve the perfection and priority of the first lien and security interest in the Cooperative Loan and Proprietary Lease has been timely and properly made. Any security agreement, chattel mortgage or equivalent document related to the Cooperative Loan and delivered to Purchaser or its designee establishes in Purchaser a valid and subsisting perfected first lien on and security interest in the Mortgaged Property described therein, and Purchaser has full right to sell and assign the same. The Proprietary Lease term expires no less than five years after the Mortgage Loan term or such other term acceptable to F▇▇▇▇▇ M▇▇, F▇▇▇▇▇▇ Mac, the Company Underwriting Guidelines (other than the exception identified for Exception Mortgage Loans) or the Third-Party Underwriting Guidelines, as applicable; (2ii) A Cooperative Lien Search has been made by a company competent to make the same which company is acceptable to F▇▇▇▇▇ Mae or F▇▇▇▇▇▇ Mac and qualified to do business in the jurisdiction where the Cooperative is located; (ia) The term of the related Proprietary Lease is not less than the terms of the Cooperative Loan; (iib) there is no provision in any Proprietary Lease which requires the Mortgagor to offer for sale the Cooperative Shares owned by such Mortgagor first to the Cooperative; (iiic) there is no prohibition in any Proprietary Lease against pledging the Cooperative Shares or assigning the Proprietary Lease; (ivd) the Cooperative has been created and exists in full compliance with the requirements for residential cooperatives in the jurisdiction in which the Project is located and qualifies as a cooperative housing corporation under Section 210 216 of the Code; (ve) the Recognition Agreement is on a form published by Aztech Document Services, Inc. or includes similar provisions; and (vif) the Cooperative has good and marketable title to the Project, and owns the Project either in fee simplesimple or under a leasehold that complies with the requirements of the F▇▇▇▇▇ Mae guidelines, F▇▇▇▇▇▇ Mac guidelines, the Company Underwriting Guidelines (other than the exception identified for Exception Mortgage Loans) or the Third-Party Underwriting Guidelines, as applicable; such title is free and clear of any adverse liens or encumbrances, except the lien of any blanket mortgage; (4iv) The Seller Company has the right under the terms of the Mortgage Note, Pledge Agreement and Recognition Agreement to pay any maintenance charges or assessments owed by the Mortgagor; and (5v) Each Stock Power (i) has all signatures guaranteed or (ii) if all signatures are not guaranteed, then such Cooperative Shares will be transferred by the stock transfer agent of the Cooperative if the Seller Company undertakes to convert the ownership of the collateral securing the related Cooperative Loan.;

Cooperative Loans. With respect to each Cooperative Loan: : (1i) The Cooperative Shares are held by a person as a tenant-stockholder in a Cooperative. Each original UCC financing statement, continuation statement or other governmental filing or recordation necessary to create or preserve the perfection and priority of the first lien and security interest in the Cooperative Loan Shares and Proprietary Lease has been timely and properly made. Any security agreement, chattel mortgage or equivalent document related to the Cooperative Loan and delivered to Purchaser or its designee establishes in Purchaser a valid and subsisting perfected first lien on and security interest in the Mortgaged Property described therein, and Purchaser has full right to sell and assign the same; ; (2ii) A Cooperative Lien Search has been made by a company competent to make the same which company is acceptable to F▇▇▇▇▇ Mae or F▇▇▇▇▇▇ Mac and qualified to do business in the jurisdiction where the Cooperative is located; (ia) The term of the related Proprietary Lease is not less than the terms term of the Cooperative Loan; (ii) there is no provision in any Proprietary Lease which requires the Mortgagor to offer for sale the Cooperative Shares owned by such Mortgagor first to the Cooperative; (iiib) there is no prohibition in any Proprietary Lease against pledging the Cooperative Shares or assigning the Proprietary Lease; (ivc) the Cooperative has been created and exists in full compliance with the requirements for residential cooperatives in the jurisdiction in which the Project is located and qualifies as a cooperative housing corporation under Section 210 of the Code; (v) the Recognition Agreement is on a form published by Aztech Document Services, Inc. or includes similar provisions; and (vid) the Cooperative has good and marketable title to the Project, and owns the Project either in fee simplesimple or under a leasehold; such title is free and clear of any adverse liens or encumbrances, except the lien of any blanket mortgage; ; and (4iii) The Seller Company has the right under the terms of the Mortgage Note, Pledge Security Agreement and Recognition Agreement to pay any maintenance charges or assessments owed by the Mortgagor; and (5) Each Stock Power (i) has all signatures guaranteed or (ii) if all signatures are not guaranteed, then such Cooperative Shares will be transferred by the stock transfer agent of the Cooperative if the Seller undertakes to convert the ownership of the collateral securing the related Cooperative Loan.;

Cooperative Loans. With respect to each Cooperative Loan: (1i) The Cooperative Shares are held by a person Person as a tenant-stockholder in a Cooperative. Each original UCC financing statement, continuation statement or other governmental filing or recordation necessary to create or preserve the perfection and priority of the first lien and security interest in the Cooperative Loan and Proprietary Lease has been timely and properly made. Any security agreement, chattel mortgage or equivalent document related to the Cooperative Loan and delivered to Purchaser or its designee establishes in Purchaser a valid and subsisting perfected first lien on and security interest in the Mortgaged Property described therein, and Purchaser has full right to sell and assign the same. The Proprietary Lease term expires no less than five years after the Mortgage Loan term or such other term acceptable to Fannie Mae or Freddie Mac; (2ii) A Cooperative Lien Search has been ▇▇▇ ▇▇en made by a company ▇▇ ▇ ▇▇mpany competent to make the same which company is acceptable to F▇▇▇▇▇ Fannie Mae or F▇▇▇▇▇▇ Freddie Mac and qualified to do business in the jurisdiction where jur▇▇▇▇▇▇ion wher▇ ▇▇▇ ▇ooperative is located and such search has not found anything which would materially and adversely affect the Cooperative is locatedLoan; (ia) The term of the related Proprietary Lease is not less than the terms of the Cooperative Loan; (iib) there is no provision in any Proprietary Lease which requires the Mortgagor to offer for sale the Cooperative Shares owned by such Mortgagor first to the Cooperative; (iiic) there is no prohibition in any Proprietary Lease against pledging the Cooperative Shares or assigning the Proprietary Lease; (iv) the Cooperative has been created and exists in full compliance with the requirements for residential cooperatives in the jurisdiction in which the Project is located and qualifies as a cooperative housing corporation under Section 210 of the Code; (v) the Recognition Agreement is on a form published by Aztech Document Services, Inc. or includes similar provisions; and (vi) the Cooperative has good and marketable title to the Project, and owns the Project either in fee simple; such title is free and clear of any adverse liens or encumbrances, except the lien of any blanket mortgage; (4) The Seller has the right under the terms of the Mortgage Note, Pledge Agreement and Recognition Agreement to pay any maintenance charges or assessments owed by the Mortgagor; and (5) Each Stock Power (i) has all signatures guaranteed or (ii) if all signatures are not guaranteed, then such Cooperative Shares will be transferred by the stock transfer agent of the Cooperative if the Seller undertakes to convert the ownership of the collateral securing the related Cooperative Loan.;

Cooperative Loans. With respect to each Cooperative Loan: (1a) The Cooperative Shares are held by a person Person as a tenant-stockholder in a Cooperative. Each original UCC financing statement, continuation statement or other governmental filing or recordation necessary to create or preserve the perfection and priority of the first lien and security interest in the Cooperative Loan and Proprietary Lease has been timely and properly made. Any security agreement, chattel mortgage or equivalent document related to the Cooperative Loan and delivered to Purchaser or its designee establishes in Purchaser a valid and subsisting perfected first lien on and security interest in the Mortgaged Property described therein, and Purchaser has full right to sell and assign the same; (2b) A Cooperative Lien Search has been made by a company competent to make the same which company is acceptable to F▇▇▇▇▇ Mae or F▇▇▇▇▇▇ Mac ▇▇▇ and qualified to do business in the jurisdiction where the Cooperative is located; (i) The term of the related Proprietary Lease is not less than the terms of the Cooperative Loan; (ii) there is no provision in any Proprietary Lease which requires the Mortgagor to offer for sale the Cooperative Shares owned by such Mortgagor first to the Cooperative; (iii) there is no prohibition in any Proprietary Lease against pledging the Cooperative Shares or assigning the Proprietary Lease; (iv) the Cooperative has been created and exists in full compliance with the requirements for residential cooperatives in the jurisdiction in which the Project is located and qualifies as a cooperative housing corporation under Section 210 of the Code; (v) the Recognition Agreement is on a form published by Aztech Document Services, Inc. or includes similar provisions; and (vi) the Cooperative has good and marketable title to the Project, and owns the Project either in fee simplesimple or under a leasehold that complies with the requirements of ▇▇▇▇▇▇ ▇▇▇ or Freddie Mac; such title is free and clear of any adverse liens or encumbrances, except the lien of any blanket mortgage; (4d) The Seller Company has the right under the terms of the Mortgage Note, Pledge Agreement and Recognition Agreement to pay any maintenance charges or assessments owed by the Mortgagor; and (5e) Each Stock Power (i) has all signatures guaranteed or (ii) if all signatures are not guaranteed, then such Cooperative Shares will be transferred by the stock transfer agent of the Cooperative if the Seller Company undertakes to convert the ownership of the collateral securing the related Cooperative Loan.;

Cooperative Loans. With respect to each Cooperative Loan: (1i) The Cooperative Shares are held by a person Person as a tenant-stockholder in a Cooperative. Each original UCC financing statement, continuation statement or other governmental filing or recordation necessary to create or preserve the perfection and priority of the first lien and security interest in the Cooperative Loan and Proprietary Lease has been timely and properly made. Any security agreement, chattel mortgage or equivalent document related to the Cooperative Loan and delivered to Purchaser or its designee establishes in Purchaser a valid and subsisting perfected first lien on and security interest in the Mortgaged Property described therein, and Purchaser has full right to sell and assign the same. The Proprietary Lease term expires no less than five years after the Mortgage Loan term or such other term acceptable to F▇▇▇▇▇ M▇▇, F▇▇▇▇▇▇ Mac, the Company Underwriting Guidelines (other than the exception identified for Exception Mortgage Loans) or the Third-Party Underwriting Guidelines, as applicable; (2ii) A Cooperative Lien Search has been made by a company competent to make the same which company is acceptable to F▇▇▇▇▇ Mae or F▇▇▇▇▇▇ Mac and qualified to do business in the jurisdiction where the Cooperative is located; (ia) The term of the related Proprietary Lease is not less than the terms of the Cooperative Loan; (iib) there is no provision in any Proprietary Lease which requires the Mortgagor to offer for sale the Cooperative Shares owned by such Mortgagor first to the Cooperative; (iiic) there is no prohibition in any Proprietary Lease against pledging the Cooperative Shares or assigning the Proprietary Lease; (ivd) the Cooperative has been created and exists in full compliance with the requirements for residential cooperatives in the jurisdiction in which the Project is located and qualifies as a cooperative housing corporation under Section 210 216 of the Code; (ve) the Recognition Agreement is on a form published by Aztech Document Services, Inc. or includes similar provisions; and (vif) the Cooperative has good and marketable title to the Project, and owns the Project either in fee simplesimple or under a leasehold that complies with the requirements of the F▇▇▇▇▇ Mae guidelines, F▇▇▇▇▇▇ Mac guidelines, the Company Underwriting Guidelines (other than the exception identified for Exception Mortgage Loans) or the Third-Party Underwriting Guidelines, as applicable; such title is free and clear of any adverse liens or encumbrances, except the lien of any blanket mortgage; (4iv) The Seller Company has the right under the terms of the Mortgage Note, Pledge Agreement and Recognition Agreement to pay any maintenance charges or assessments owed by the Mortgagor; and (5v) Each Stock Power (i) has all signatures guaranteed or (ii) if all signatures are not guaranteed, then such Cooperative Shares will be transferred by the stock transfer agent of the Cooperative if the Seller Company undertakes to convert the ownership of the collateral securing the related Cooperative Loan.;

Cooperative Loans. With respect to each Cooperative Loan: (1a) The Cooperative Shares are held by a person Person as a tenant-stockholder in a Cooperative. Each original UCC financing statement, continuation statement or other governmental filing or recordation necessary to create or preserve the perfection and priority of the first lien and security interest in the Cooperative Loan and Proprietary Lease has been timely and properly made. Any security agreement, chattel mortgage or equivalent document related to the Cooperative Loan and delivered to Purchaser or its designee establishes in Purchaser a valid and subsisting perfected first lien on and security interest in the Mortgaged Property described therein, and Purchaser has full right to sell and assign the same; (2b) A Cooperative Lien Search has been made by a company competent to make the same which company is acceptable to F▇▇▇▇▇▇ Mae or F▇▇▇▇▇▇ Mac and qualified to do business in the jurisdiction where the Cooperative is located; (i) The term of the related Proprietary Lease is not less than the terms of the Cooperative Loan; (ii) there is no provision in any Proprietary Lease which requires the Mortgagor to offer for sale the Cooperative Shares owned by such Mortgagor first to the Cooperative; (iii) there is no prohibition in any Proprietary Lease against pledging the Cooperative Shares or assigning the Proprietary Lease; (iv) the Cooperative has been created and exists in full compliance with the requirements for residential cooperatives in the jurisdiction in which the Project is located and qualifies as a cooperative housing corporation under Section 210 of the Code; (v) the Recognition Agreement is on a form published by Aztech Document Services, Inc. or includes similar provisions; and (vi) the Cooperative has good and marketable title to the Project, and owns the Project either in fee simplesimple or under a leasehold that complies with the requirements of ▇▇▇▇▇▇ ▇▇▇ or ▇▇▇▇▇▇▇ Mac; such title is free and clear of any adverse liens or encumbrances, except the lien of any blanket mortgage; (4d) The Seller Company has the right under the terms of the Mortgage Note, Pledge Agreement and Recognition Agreement to pay any maintenance charges or assessments owed by the Mortgagor; and (5e) Each Stock Power (i) has all signatures guaranteed or (ii) if all signatures are not guaranteed, then such Cooperative Shares will be transferred by the stock transfer agent of the Cooperative if the Seller Company undertakes to convert the ownership of the collateral securing the related Cooperative Loan.;