Correspondent Seller Eligibility & Documentation Requirements

consideration and reasonably equivalent value for the Loans. The sale of the
Loans is not undertaken with the intent to hinder, delay or defraud any of the
Seller’s creditors.
6.02 Seller Loan Representations and Warranties. Seller makes the following
representations and warranties with respect to each Loan:
(1) Loan Meets Requirements. The Loan conforms to all the applicable
requirements contained in the Sale Guidelines and this Agreement. The Loan has
been fully funded by Seller and is fully amortizing with no negative amortization.
(2) Seller Has Full Right to Sell and Assign. Seller is the sole owner of record
and holder of the Loan and has full right and authority to sell and assign it to
Buyer. In addition, Seller’s right to sell or assign is not subject to an other party’s
interest or to an agreement with any other party.
(3) Seller’s Lien on Property. The Mortgage is a valid, subsisting and enforceable
first or second priority lien on the Mortgaged Property, as such priority is
reflected in the credit files and other materials submitted to Buyer, free and clear
of all encumbrances and liens having priority over it, except for liens for real
estate taxes and liens for special assessment that are not yet due and payble (and
with respect to a second lien Mortgage only a first lien mortgage on the
Mortgaged Property), and has been properly filed, recorded or otherwise perfected
in accordance with applicable law. No instruments other than those delivered
herewith are required under applicable law to evidence the indebtedness
represented by the Loan or to perfect an security interest in the collateral for the
Loan. None of the Mortgage Property or any other collateral securing the Loan
have been seized by a governmental agency.
(4) Documents are Valid and Enforceable. The Note, Mortgage and any security
agreements, chattel mortgages or equivalent documents relating to it have been
properly signed, are valid and their terms may be enforced by Buyer, its
successors and assigns, subject only to bankruptcy laws, Servicemembers’ Civil
Relief Act, laws relating to administering descendants’ estates, and general
principles of equity. The Note and the Mortgage and every other agreement, if
any, executed by the Obligor(s) in connection with the Loan are genuine, and
each is the legal, valid and binding obligation of the maker thereof enforceable in
accordance with its terms. All parties to the Note, the Mortgage and each other
such related agreement had legal capacity to enter into the Loan and to execute
and deliver the Note, the Mortgage and each other related agreement, and the
Note, the Mortgage and each other such related agreement have been duly and
properly executed by the respective Obligor(s). Seller had reviewed all of the
documents constituting the Mortgage File and has made such inquires as it deems
necessary to make and confirm the accuracy of the representations set forth
herein.
USBCF Correspondent Flow Agreement (Rev. 031408-01) 4 of 4