Common use of Bring Down Clause in Contracts

Bring Down. To the Assignor's knowledge, with respect to each Mortgage Loan, no event has occurred from and after the closing date set forth in such Servicing Agreement to the date hereof that would cause any of the representations and warranties relating to such Mortgage Loan set forth in Section 3.2 of the Servicing Agreement to be untrue in any material respect as of the date hereof as if made on the date hereof. With respect to those representations and warranties which are made to the best of the Assignor's knowledge, if it is discovered by the Assignor that the substance of such representation and warranty is inaccurate, notwithstanding the Assignor's lack of knowledge with respect to the substance of such representation and warranty, such inaccuracy shall be deemed a breach of the applicable representation and warranty. It is understood and agreed that the representations and warranties set forth in Sections 6 and 7 shall survive delivery of the respective mortgage loan documents to the Assignee or its designee and shall inure to the benefit of the Assignee and its assigns notwithstanding any restrictive or qualified endorsement or assignment. Upon the discovery by the Assignor or the Assignee and its assigns of a breach of the foregoing representations and warranties, the party discovering such breach shall give prompt written notice to the other parties to this Assignment Agreement, and in no event later than two (2) Business Days from the date of such discovery. It is understood and agreed that the obligations of the Assignor set forth in Section 8 to repurchase or, in limited circumstances, substitute a Mortgage Loan constitute the sole remedies available to the Assignee and its assigns on their behalf respecting a breach of the representations and warranties contained in Sections 6 and 7. It is further understood and agreed that, except as specifically set forth in Sections 6 and 7, the Assignor shall be deemed not to have made the representations and warranties in Section 7(h) with respect to, and to the extent of, representations and warranties made, as to the matters covered in Section 7(h), by the Servicer in the Servicing Agreement (or any officer's certificate delivered pursuant thereto). It is understood and agreed that, with respect to the Mortgage Loans, the Assignor has made no representations or warranties to the Assignee other than those contained in Sections 6 and 7 and no other affiliate of the Assignor has made any representations or warranties of any kind to the Assignee.

Bring Down. To the Assignor's knowledge, with respect to each Mortgage Loan, no event has occurred from and after the closing date set forth in such Servicing Agreement to the date hereof that would cause any of the representations and warranties relating to such Mortgage Loan set forth in Section 3.2 of the Servicing Agreement to be untrue in any material respect as of the date hereof as if made on the date hereof. With respect to those representations and warranties which are made to the best of the Assignor's knowledge, if it is discovered by the Assignor that the substance of such representation and warranty is inaccurate, notwithstanding the Assignor's lack of lackof knowledge with respect to the substance of such representation and warranty, such inaccuracy shall be deemed a breach of the applicable representation and warranty. It is understood and agreed that the representations and warranties set forth in Sections 6 and 7 shall survive delivery of the respective mortgage loan documents to the Assignee or its designee and shall inure to the benefit of the Assignee and its assigns notwithstanding any restrictive or qualified endorsement or assignment. Upon the discovery by the Assignor or the Assignee and its assigns of a breach of the foregoing representations and warranties, the party discovering such breach shall give prompt written notice to the other parties to this Assignment Agreement, and in no event later than two (2) Business Days from the date of such discovery. It is understood and agreed that the obligations of the Assignor set forth in Section 8 to repurchase or, in limited circumstances, substitute a Mortgage Loan constitute the sole remedies available to the Assignee and its assigns on their behalf respecting a breach of the representations and warranties contained in Sections 6 and 7. It is further understood and agreed that, except as specifically set forth in Sections 6 and 7, the Assignor shall be deemed not to have made the representations and warranties in Section 7(h) with respect to, and to the extent of, representations and warranties made, as to the matters covered in Section 7(h), by the Servicer in the Servicing Agreement (or any officer's certificate delivered pursuant thereto). It is understood and agreed that, with respect to the Mortgage Loans, the Assignor has made no representations or warranties to the Assignee other than those contained in Sections 6 and 7 and no other affiliate of the Assignor has made any representations or warranties of any kind to the Assignee.

Bring Down. To the Assignor's knowledge, with With respect to each Mortgage Loanthe Agreements, no event nothing has occurred or failed to occur from and after the closing date set forth in such Servicing the Underlying Assignment Agreement to the date hereof March 30, 2007 that would cause any of (i) with respect to those Mortgage Loans purchased pursuant to the 2005 ACA, the representations and warranties relating to such Mortgage Loan set forth contained in Section 3.2 3.02 of the Servicing Agreement 2005 MSWSA, (ii) with respect to those Mortgage Loans purchased pursuant to the 2006 ACA, the representations and warranties contained in Section 3.02 of the 2006 MSWSA or (iii) with respect to those Mortgage Loans purchased pursuant to the DLJ Purchase Agreement, the representations and warranties contained in Section 4.1(vii) of such agreement, to be untrue incorrect in any material respect respects as of the date hereof as if made on the date hereof. With respect to those representations and warranties which are made to the best of the Assignor's knowledge, if it is discovered by the Assignor that the substance of such representation and warranty is inaccurate, notwithstanding the Assignor's lack of knowledge with respect to the substance of such representation and warranty, such inaccuracy shall be deemed a breach of the applicable representation and warranty. It is understood and agreed that the representations and warranties set forth in Sections this Section 6 and 7 shall survive delivery of the respective mortgage loan documents Mortgage Loan Documents to the Assignee or its designee custodian and shall inure to the benefit of the Assignee and its assigns notwithstanding any restrictive or qualified endorsement or assignment. Upon the discovery by the Assignor or the Assignee and its assigns of a breach of the foregoing representations and warranties, the party discovering such breach shall give prompt written notice to the other parties to this Assignment Agreement, and in no event later than two (2) Business Days from the date of such discovery. It is understood and agreed that the obligations of the Assignor set forth in Section 8 to repurchase or, in limited circumstances, substitute a Mortgage Loan constitute the sole remedies available to the Assignee and its assigns on their behalf respecting a breach of the representations and warranties contained in Sections 6 and 7this Section 6. It is further understood and agreed that, except as specifically set forth in Sections 6 and 7, that the Assignor shall be deemed not to have made the representations and warranties in this Section 7(h6(j) with respect to, and to the extent of, representations and warranties made, as to the matters covered in this Section 7(h6(j), by the Servicer in the Servicing Agreement Agreements (or any officer's ’s certificate delivered pursuant thereto). It is understood and agreed that, with respect to the Mortgage Loans, that the Assignor has made no representations or warranties to the Assignee other than those contained in Sections 6 and 7 this Section 6, and no other affiliate of the Assignor has made any representations or warranties of any kind to the Assignee.

Bring Down. To the Assignor's knowledge, with With respect to each Mortgage Loanthe Agreements, no event nothing has occurred or failed to occur from and after the closing date set forth in such Servicing the Underlying Assignment Agreement to the date hereof February 28, 2007 that would cause any of (i) with respect to those Mortgage Loans purchased pursuant to the 2005 ACA, the representations and warranties relating to such Mortgage Loan set forth contained in Section 3.2 3.02 of the Servicing Agreement 2005 MSWSA, (ii) with respect to those Mortgage Loans purchased pursuant to the 2006 ACA, the representations and warranties contained in Section 3.02 of the 2006 MSWSA or (iii) with respect to those Mortgage Loans purchased pursuant to the DLJ Purchase Agreement, the representations and warranties contained in Sections 4.1(i)-(vi) of such agreement, to be untrue incorrect in any material respect respects as of the date hereof as if made on the date hereof. With respect to those representations and warranties which are made to the best of the Assignor's knowledge, if it is discovered by the Assignor that the substance of such representation and warranty is inaccurate, notwithstanding the Assignor's lack of knowledge with respect to the substance of such representation and warranty, such inaccuracy shall be deemed a breach of the applicable representation and warranty. It is understood and agreed that the representations and warranties set forth in Sections this Section 6 and 7 shall survive delivery of the respective mortgage loan documents Mortgage Loan Documents to the Assignee or its designee custodian and shall inure to the benefit of the Assignee and its assigns notwithstanding any restrictive or qualified endorsement or assignment. Upon the discovery by the Assignor or the Assignee and its assigns of a breach of the foregoing representations and warranties, the party discovering such breach shall give prompt written notice to the other parties to this Assignment Agreement, and in no event later than two (2) Business Days from the date of such discovery. It is understood and agreed that the obligations of the Assignor set forth in Section 8 to repurchase or, in limited circumstances, substitute a Mortgage Loan constitute the sole remedies available to the Assignee and its assigns on their behalf respecting a breach of the representations and warranties contained in Sections 6 and 7this Section 6. It is further understood and agreed that, except as specifically set forth in Sections 6 and 7, that the Assignor shall be deemed not to have made the representations and warranties in this Section 7(h6(j) with respect to, and to the extent of, representations and warranties made, as to the matters covered in this Section 7(h6(j), by the Servicer in the Servicing Agreement Agreements (or any officer's ’s certificate delivered pursuant thereto). It is understood and agreed that, with respect to the Mortgage Loans, that the Assignor has made no representations or warranties to the Assignee other than those contained in Sections 6 and 7 this Section 6, and no other affiliate of the Assignor has made any representations or warranties of any kind to the Assignee.

Bring Down. To the Assignor's knowledge, with With respect to each Mortgage Loanthe Agreements, no event nothing has occurred or failed to occur from and after the closing date set forth in such Servicing the Underlying Assignment Agreement to the date hereof April 30, 2007 that would cause any of (i) with respect to those Mortgage Loans purchased pursuant to the 2005 ACA, the representations and warranties relating to such Mortgage Loan set forth contained in Section 3.2 3.02 of the Servicing Agreement 2005 MSWSA, (ii) with respect to those Mortgage Loans purchased pursuant to the 2006 ACA, the representations and warranties contained in Section 3.02 of the 2006 MSWSA or (iii) with respect to those Mortgage Loans purchased pursuant to the DLJ Purchase Agreement, the representations and warranties contained in Section 4.1(vii) of such agreement, to be untrue incorrect in any material respect respects as of the date hereof as if made on the date hereof. With respect to those representations and warranties which are made to the best of the Assignor's knowledge, if it is discovered by the Assignor that the substance of such representation and warranty is inaccurate, notwithstanding the Assignor's lack of knowledge with respect to the substance of such representation and warranty, such inaccuracy shall be deemed a breach of the applicable representation and warranty. It is understood and agreed that the representations and warranties set forth in Sections this Section 6 and 7 shall survive delivery of the respective mortgage loan documents Mortgage Loan Documents to the Assignee or its designee custodian and shall inure to the benefit of the Assignee and its assigns notwithstanding any restrictive or qualified endorsement or assignment. Upon the discovery by the Assignor or the Assignee and its assigns of a breach of the foregoing representations and warranties, the party discovering such breach shall give prompt written notice to the other parties to this Assignment Agreement, and in no event later than two (2) Business Days from the date of such discovery. It is understood and agreed that the obligations of the Assignor set forth in Section 8 to repurchase or, in limited circumstances, substitute a Mortgage Loan constitute the sole remedies available to the Assignee and its assigns on their behalf respecting a breach of the representations and warranties contained in Sections 6 and 7this Section 6. It is further understood and agreed that, except as specifically set forth in Sections 6 and 7, that the Assignor shall be deemed not to have made the representations and warranties in this Section 7(h6(j) with respect to, and to the extent of, representations and warranties made, as to the matters covered in this Section 7(h6(j), by the Servicer in the Servicing Agreement Agreements (or any officer's ’s certificate delivered pursuant thereto). It is understood and agreed that, with respect to the Mortgage Loans, that the Assignor has made no representations or warranties to the Assignee other than those contained in Sections 6 and 7 this Section 6, and no other affiliate of the Assignor has made any representations or warranties of any kind to the Assignee.