Common use of Representations and Warranties of the Assignor Clause in Contracts

Representations and Warranties of the Assignor. The Assignor hereby represents and warrants to the Assignee as follows: (a) The Assignor has been duly organized and is validly existing as a limited partnership in good standing under the laws of the State of Delaware with full power and authority (corporate and other) to enter into and perform its obligations under the Servicing Agreement and this Agreement. (b) This Agreement has been duly executed and delivered by the Assignor, and, assuming due authorization, execution and delivery by each of the other parties hereto, constitutes a legal, valid, and binding agreement of the Assignor, enforceable against it in accordance with its terms, subject to bankruptcy, insolvency, reorganization, moratorium, or other similar laws affecting creditors’ rights generally and to general principles of equity regardless of whether enforcement is sought in a proceeding in equity or at law. (c) The execution, delivery and performance by the Assignor of this Agreement and the consummation of the transactions contemplated thereby do not require the consent or approval of, the giving of notice to, the registration with, or the taking of any other action in respect of, any state, federal or other governmental authority or agency, except such as has been obtained, given, effected or taken prior to the date thereof. (d) The execution and delivery of this Agreement have been duly authorized by all necessary corporate action on the part of the Assignor; neither the execution and delivery by the Assignor of this Agreement, nor the consummation by the Assignor of the transactions therein contemplated, nor compliance by the Assignor with the provisions thereof, will conflict with or result in a breach of, or constitute a default under, any of the provisions of the governing documents of the Assignor or any law, governmental rule or regulation or any material judgment, decree or order binding on the Assignor or any of its properties, or any of the provisions of any material indenture, mortgage, deed of trust, contract or other instrument to which the Assignor is a party or by which it is bound. (e) There are no actions, suits or proceedings pending or, to the knowledge of the Assignor, threatened, before or by any court, administrative agency, arbitrator or governmental body (A) with respect to any of the transactions contemplated by this Agreement or (B) with respect to any other matter that in the judgment of the Assignor will be determined adversely to the Assignor and will if determined adversely to the Assignor materially adversely affect its ability to perform its obligations under this Agreement. (f) With respect to each Mortgage Loan, except for the sale to the Assignee, the Assignor has not assigned or pledged any Mortgage Note or the related Mortgage or any interest or participation therein. (g) With respect to each Mortgage Loan, the Assignor has not satisfied, canceled, or subordinated in whole or in part, or rescinded the Mortgage, and the Assignor has not released the Mortgaged Property from the lien of the Mortgage, in whole or in part, nor has the Assignor executed an instrument that would effect any such release, cancellation, subordination, or rescission. The Assignor has not released any Mortgagor, in whole or in part, except in connection with an assumption agreement, to the extent such approval was required. It is understood and agreed that the representations and warranties set forth in this Section 5 shall survive delivery of the respective Mortgage Files to the Trustee (or its 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, the Master Servicer 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 Agreement, and in no event later than two (2) Business Days from the date of such discovery. It is further understood and agreed that the Assignor shall be deemed not to have made the representations and warranties in this Section 5 with respect to, and to the extent of, representations and warranties made, as to the matters covered in this Section 5, by the Servicer in the Servicing Agreement (or any officer’s certificate delivered pursuant thereto). It is understood and agreed that the Assignor has made no representations or warranties to the Assignee other than those contained in this Section 5, and no other affiliate of the Assignor has made any representations or warranties of any kind to the Assignee.

Representations and Warranties of the Assignor. The Assignor hereby represents and warrants to the Assignee as follows: (a) The Assignor has been duly organized and is validly existing as a limited partnership in good standing under the laws of the State of Delaware with full power and authority (corporate and other) to enter into and perform its obligations under the Servicing Agreement and this Agreement. (b) This Agreement has been duly executed and delivered by the Assignor, and, assuming due authorization, execution and delivery by each of the other parties hereto, constitutes a legal, valid, and binding agreement of the Assignor, enforceable against it in accordance with its terms, subject to bankruptcy, insolvency, reorganization, moratorium, or other similar laws affecting creditors’ rights generally and to general principles of equity regardless of whether enforcement is sought in a proceeding in equity or at law. (c) The execution, delivery and performance by the Assignor of this Agreement and the consummation of the transactions contemplated thereby do not require the consent or approval of, the giving of notice to, the registration with, or the taking of any other action in respect of, any state, federal or other governmental authority or agency, except such as has been obtained, given, effected or taken prior to the date thereof. (d) The execution and delivery of this Agreement have been duly authorized by all necessary corporate action on the part of the Assignor; neither the execution and delivery by the Assignor of this Agreement, nor the consummation by the Assignor of the transactions therein contemplated, nor compliance by the Assignor with the provisions thereof, will conflict with or result in a breach of, or constitute a default under, any of the provisions of the governing documents of the Assignor or any law, governmental rule or regulation or any material judgment, decree or order binding on the Assignor or any of its properties, or any of the provisions of any material indenture, mortgage, deed of trust, contract or other instrument to which the Assignor is a party or by which it is bound. (e) There are no actions, suits or proceedings pending or, to the knowledge of the Assignor, threatened, before or by any court, administrative agency, arbitrator or governmental body (A) with respect to any of the transactions contemplated by this Agreement or (B) with respect to any other matter that in the judgment of the Assignor will be determined adversely to the Assignor and will if determined adversely to the Assignor materially adversely affect its ability to perform its obligations under this Agreement. (f) With respect to each Mortgage Loan, except for the sale to the Assignee, the Assignor has not assigned or pledged any Mortgage Note or the related Mortgage or any interest or participation therein. (g) With respect to each Mortgage Loan, the Assignor has not satisfied, canceled, or subordinated in whole or in part, or rescinded the Mortgage, and the Assignor has not released the Mortgaged Property from the lien of the Mortgage, in whole or in part, nor has the Assignor executed an instrument that would effect any such release, cancellation, subordination, or rescission. The Assignor has not released any Mortgagor, in whole or in part, except in connection with an assumption agreement, to the extent such approval was required. It is understood and agreed that the representations and warranties set forth in this Section 5 shall survive delivery of the respective Mortgage Files to the Trustee (or its 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, the Master Servicer 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 Agreement, and in no event later than two (2) Business Days from the date of such discovery. It is further understood and agreed that the Assignor shall be deemed not to have made the representations and warranties in this Section 5 with respect to, and to the extent of, representations and warranties made, as to the matters covered in this Section 5, by the Servicer in the Servicing Agreement (or any officer’s certificate delivered pursuant thereto). It is understood and agreed that the Assignor has made no representations or warranties to the Assignee other than those contained in this Section 5, and no other affiliate of the Assignor has made any representations or warranties of any kind to the Assignee.

Representations and Warranties of the Assignor. The Assignor hereby represents and warrants to the Assignee as follows: (a) The Assignor has been duly organized and is validly existing as a limited partnership in good standing under the laws of the State of Delaware New York with full power and authority (corporate and other) to enter into and perform its obligations under the Servicing Agreement and this Assignment Agreement. (b) This Assignment Agreement has been duly executed and delivered by the Assignor, and, assuming due authorization, execution and delivery by each of the other parties hereto, constitutes a legal, valid, and binding agreement of the Assignor, enforceable against it in accordance with its terms, subject to bankruptcy, insolvency, reorganization, moratorium, or other similar laws affecting creditors’ rights generally and to general principles of equity regardless of whether enforcement is sought in a proceeding in equity or at law. (c) The execution, delivery and performance by the Assignor of this Assignment Agreement and the consummation of the transactions contemplated thereby do not require the consent or approval of, the giving of notice to, the registration with, or the taking of any other action in respect of, any state, federal or other governmental authority or agency, except such as has been obtained, given, effected or taken prior to the date thereof. (d) The execution and delivery of this Assignment Agreement have been duly authorized by all necessary corporate action on the part of the Assignor; neither the execution and delivery by the Assignor of this Assignment Agreement, nor the consummation by the Assignor of the transactions therein contemplated, nor compliance by the Assignor with the provisions thereof, will conflict with or result in a breach of, or constitute a default under, any of the provisions of the governing documents of the Assignor or any law, governmental rule or regulation or any material judgment, decree or order binding on the Assignor or any of its properties, or any of the provisions of any material indenture, mortgage, deed of trust, contract or other instrument to which the Assignor is a party or by which it is bound. (e) There are no actions, suits or proceedings pending or, to the knowledge of the Assignor, threatened, before or by any court, administrative agency, arbitrator or governmental body (A) with respect to any of the transactions contemplated by this Assignment Agreement or (B) with respect to any other matter that in the judgment of the Assignor will be determined adversely to the Assignor and will if determined adversely to the Assignor materially adversely affect its ability to perform its obligations under this Assignment Agreement. (f) With respect to each Mortgage Loan, except Except for the sale to the Assignee, the Assignor has not assigned or pledged any Mortgage Note or the related Mortgage or any interest or participation therein. (g) With respect to each Mortgage Loan, the The Assignor has not satisfied, canceled, or subordinated in whole or in part, or rescinded the Mortgage, and the Assignor has not released the Mortgaged Property from the lien of the Mortgage, in whole or in part, nor has the Assignor executed an instrument that would effect any such release, cancellation, subordination, or rescission. The Assignor has not released any Mortgagor, in whole or in part, except in connection with an assumption agreementagreement or other agreement approved by the related Federal Insurer, to the extent such approval was required. It is understood and agreed that the representations and warranties set forth in this Section 5 shall survive delivery of the respective Custodial Mortgage Files to the Trustee (or its custodian) 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, the Master Servicer 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 6 to repurchase 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 this Section 5. It is further understood and agreed that the Assignor shall be deemed not to have made the representations and warranties in this Section 5 with respect to, and to the extent of, representations and warranties made, as to the matters covered in this Section 5, by the Servicer in the Servicing Agreement (or any officer’s certificate delivered pursuant thereto). It is understood and agreed that the Assignor has made no representations or warranties to the Assignee other than those contained in this Section 5, and no other affiliate of the Assignor has made any representations or warranties of any kind to the Assignee.

Representations and Warranties of the Assignor. The Assignor hereby represents and warrants to the Assignee as follows: (a) The Assignor has been is a federal savings bank duly organized and is organized, validly existing as a limited partnership and in good standing under the laws of the State United States of Delaware with America and has full power and authority (corporate to own its property, to carry on its business as presently conducted and other) to enter into and perform its obligations under the each Sale/Servicing Agreement and this Assignment Agreement. (b) This Assignment Agreement has been duly executed and delivered by the Assignor, and, and (assuming due authorization, execution and delivery by each of the other parties hereto), constitutes a legal, valid, and binding agreement of the Assignor, enforceable against it the Assignor in accordance with its terms, subject to (i) bankruptcy, insolvency, reorganization, moratorium, or other similar laws affecting creditors’ rights generally and to generally, (ii) general principles of equity (regardless of whether enforcement is sought in a proceeding in equity or at law) and (iii) any notice, order, directive or similar action by a federal banking regulatory authority that prohibits or enjoins performance of the Assignment Agreement by the Assignee. (c) The execution, delivery and performance by the Assignor of this Assignment Agreement and the consummation of the transactions contemplated thereby hereby do not require the consent or approval of, the giving of notice to, the registration with, or the taking of any other action in respect of, any state, federal or other governmental authority or agency, except such as has been obtained, given, effected or taken prior to the date thereofhereof. (d) The execution and delivery of this Assignment Agreement have been duly authorized by all necessary corporate action on the part of the Assignor; neither the execution and delivery by the Assignor of this Assignment Agreement, nor the consummation by the Assignor of the transactions therein herein contemplated, nor compliance by the Assignor with the provisions thereofhereof, will conflict with or result in a breach of, or constitute a default under, any of the provisions of the governing documents charter or bylaws of the Assignor or any law, governmental rule or regulation or any material judgment, decree or order binding on the Assignor or any of its propertiesproperty, or any of the provisions of any material indenture, mortgage, deed of trust, contract or other instrument to which the Assignor is a party or by which it is bound. (e) There are no actions, suits or proceedings pending or, to the knowledge of the Assignor, threatened, before or by any court, administrative agency, arbitrator or governmental body (A) with respect to any of the transactions contemplated by this Assignment Agreement or (B) with respect to any other matter that in the judgment of the Assignor will be determined adversely to the Assignor and will and, if determined adversely to the Assignor Assignor, will materially and adversely affect its ability to perform its obligations under this Assignment Agreement. (f) With respect to each Mortgage Loan, except for the sale to the Assignee, the Assignor has not assigned or pledged any Mortgage Note or the related Mortgage or any interest or participation therein. (g) With respect to each Mortgage Loan, the Assignor has not satisfied, canceled, or subordinated in whole or in part, or rescinded the Mortgage, and the Assignor has not released the Mortgaged Property from the lien of the Mortgage, in whole or in part, nor has the Assignor executed an instrument that would effect any such release, cancellation, subordination, or rescission. The Assignor has not released any Mortgagor, in whole or in part, except in connection with an assumption agreement, to the extent such approval was required. It is understood and agreed that the representations and warranties set forth in this Section 5 shall survive delivery of the respective Mortgage Files to the Trustee (or its custodian) 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, the Master Servicer 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 Agreement, and in no event later than two (2) Business Days from the date of such discovery. It is further understood and agreed that the Assignor shall be deemed not to have made the representations and warranties in this Section 5 with respect to, and to the extent of, representations and warranties made, as to the matters covered in this Section 5, by the Servicer in the Servicing Agreement (or any officer’s certificate delivered pursuant thereto). It is understood and agreed that the Assignor has made no representations or warranties to the Assignee other than those contained in this Section 5, and no other affiliate of the Assignor has made any representations or warranties of any kind to the Assigneeherein.

Representations and Warranties of the Assignor. The Assignor hereby represents and warrants to the Assignee as follows: (a) The Assignor has been duly organized and is validly existing as a limited partnership in good standing national banking association under the laws of the State of Delaware United States with full power and authority (corporate and other) to enter into and perform its obligations under the Servicing Agreement Agreements and this Assignment Agreement. (b) This Assignment Agreement has been duly executed and delivered by the Assignor, and, assuming due authorization, execution and delivery by each of the other parties hereto, constitutes a legal, valid, and binding agreement of the Assignor, enforceable against it in accordance with its terms, subject to bankruptcy, insolvency, reorganization, moratorium, or other similar laws affecting creditors’ rights generally and to general principles of equity regardless of whether enforcement is sought in a proceeding in equity or at law. (c) The execution, delivery and performance by the Assignor of this Assignment Agreement and the consummation of the transactions contemplated thereby do not require the consent or approval of, the giving of notice to, the registration with, or the taking of any other action in respect of, any state, federal or other governmental authority or agency, except such as has been obtained, given, effected or taken prior to the date thereof. (d) The execution and delivery of this Assignment Agreement have been duly authorized by all necessary corporate action on the part of the Assignor; neither the execution and delivery by the Assignor of this Assignment Agreement, nor the consummation by the Assignor of the transactions therein contemplated, nor compliance by the Assignor with the provisions thereof, will conflict with or result in a breach of, or constitute a default under, any of the provisions of the governing documents of the Assignor or any law, governmental rule or regulation or any material judgment, decree or order binding on the Assignor or any of its properties, or any of the provisions of any material indenture, mortgage, deed of trust, contract or other instrument to which the Assignor is a party or by which it is bound. (e) There are no actions, suits or proceedings pending or, to the knowledge of the Assignor, threatened, before or by any court, administrative agency, arbitrator or governmental body (A) with respect to any of the transactions contemplated by this Assignment Agreement or (B) with respect to any other matter that in the judgment of the Assignor will be determined adversely to the Assignor and will will, if determined adversely to the Assignor Assignor, materially adversely affect its ability to perform its obligations under this Assignment Agreement. (f) With respect to each Mortgage Loan, except Except for the sale of the Mortgage Loans to the Assignee, the Assignor has not assigned or pledged any related Mortgage Note or the related Mortgage or any interest or participation therein. (g) With respect to each Mortgage Loan, the The Assignor has not satisfied, canceled, or subordinated in whole or in part, or rescinded the MortgageMortgage related to any Mortgage Loan, and the Assignor has not released the Mortgaged Property related to any Mortgage Loan from the lien of the such Mortgage, in whole or in part, nor has the Assignor executed an instrument that would effect any such release, cancellation, subordination, or rescission. (h) Immediately prior to the assignment and conveyance contemplated in this Assignment Agreement, the Assignor was the lawful owner of the Mortgage Loans with the full right to transfer the Mortgage Loans and all of its interests, rights and obligations under the Agreements free from any and all claims and encumbrances whatsoever. (i) The Assignor represents and warrants to the Assignee that the Assignor has not taken any action that would serve to impair or encumber the Assignor’s ownership interest in the Mortgage Loans since July 28, 2006. (j) The Assignor has not received notice of, and has no knowledge of, any offsets, counterclaims or other defenses available to the Servicer with respect to the Servicing Agreement or the Seller with respect to the Purchase Agreement . (k) Except as set forth in this Assignment Agreement, the Assignor has not waived or agreed to any waiver under, or agreed to any amendment or other modification of, the Agreements or the Mortgage Loans, including without limitation the transfer of the servicing obligations under the Servicing Agreement. The Assignor has no knowledge of, and has not released received notice of, any Mortgagorwaivers under or amendments or other modifications of, or assignments of rights or obligations under, except as contemplated in whole this Assignment Agreement, the Agreements or the Mortgage Loans. (l) Neither the Assignor nor anyone acting on its behalf has offered, transferred, pledged, sold or otherwise disposed of the Mortgage Loans, any interest in the Mortgage Loans or any other similar security to, or solicited any offer to buy or accept a transfer, pledge or other disposition of the Mortgage Loans, any interest in the Mortgage Loans or any other similar security from, or otherwise approached or negotiated with respect to the Mortgage Loans, any interest in the Mortgage Loans or any other similar security with, any person in any manner, or made any general solicitation by means of general advertising or in partany other manner, except or taken any other action which would constitute a distribution of the Mortgage Loans under the Securities Act of 1933, as amended (the “Securities Act”) or which would render the disposition of the Mortgage Loans a violation of Section 5 of the Securities Act or require registration pursuant thereto. (m) No statement, tape, diskette, form, report or other document prepared by, or on behalf of, the Assignor in connection with an assumption agreementthe transactions contemplated hereby, contains or will contain any statement that is or will be inaccurate or misleading in any material respect. (n) The representations and warranties contained in Section 4.1(vii) of the Purchase Agreement, to the extent such approval was requiredthey relate to matters arising on or after the date that the Mortgage Loans were purchased from the Seller, are true and correct as of the date of this Assignment Agreement. It is understood and agreed that For purposes of making the representations and warranties set forth contemplated in this the foregoing sentence, each reference in Section 5 shall survive delivery 4.1(vii) of the respective Mortgage Files Purchase Agreement (i) to the Trustee (or its custodian) and “Cut-off Date” shall inure be deemed to be a reference to the benefit of the Assignee and its assigns notwithstanding any restrictive or qualified endorsement or assignment. Upon the discovery by the AssignorAssigned Loans Cut-off Date, the Master Servicer 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 (ii) to the other parties “Mortgage Loan Schedule” shall be deemed to this Agreement, be a reference to Exhibit 1 hereto and in no event later than two (2iii) Business Days from to the “Closing Date” shall be deemed to be a reference to the date of such discovery. It is further understood and agreed that the Assignor shall be deemed not to have made the representations and warranties in this Section 5 with respect to, and to the extent of, representations and warranties made, as to the matters covered in this Section 5, by the Servicer in the Servicing Agreement (or any officer’s certificate delivered pursuant thereto). It is understood and agreed that the Assignor has made no representations or warranties to the Assignee other than those contained in this Section 5, and no other affiliate of the Assignor has made any representations or warranties of any kind to the AssigneeAssignment Agreement.

Representations and Warranties of the Assignor. 7.1 The Assignor hereby represents and warrants to the Assignee, with the intent that the Assignee will rely thereon in entering into this Agreement and in concluding the transactions contemplated hereby, as follows: (a) The Assignor has been duly organized and is validly existing as a limited partnership in good standing under the laws of the State of Delaware with full power and authority (corporate and other) to enter into and perform its obligations under the Servicing Agreement and this Agreement. (b) This Agreement has been duly executed and delivered by the Assignor, and, assuming due authorization, execution and delivery by each of the other parties hereto, constitutes a legal, valid, and binding agreement of the Assignor, enforceable against it in accordance with its terms, subject to bankruptcy, insolvency, reorganization, moratorium, or other similar laws affecting creditors’ rights generally and to general principles of equity regardless of whether enforcement is sought in a proceeding in equity or at law. (c) The execution, delivery and performance by the Assignor of this Agreement and the consummation of the transactions contemplated thereby do not require the consent or approval of, the giving of notice to, the registration with, or the taking of any other action in respect of, any state, federal or other governmental authority or agency, except such as has been obtained, given, effected or taken prior to the date thereof. (d) The execution and delivery of this Agreement and the completion of the transaction contemplated hereby have been duly and validly authorized by all necessary corporate limited liability company action on the part of the AssignorAssignor and this Agreement constitutes a valid and binding obligation of the Assignor enforceable against the Assignor in accordance with its terms; except as enforcement may be limited by bankruptcy, insolvency and other laws affecting the rights of creditors generally and except that equitable remedies may be granted only in the discretion of a court of competent jurisdiction; (b) except as will be remedied by the consents, approvals, releases, and discharges described in this agreement and or attached hereto, neither the execution and delivery by the Assignor of this Agreement, Agreement nor the consummation by the Assignor performance of the transactions therein contemplatedAssignor’s obligations hereunder will: (i) violate or constitute default under any order, nor compliance by the Assignor with the provisions thereofdecree, will conflict with or result in a breach ofjudgment, statute, by-law, rule, regulation, or constitute a default underrestriction applicable to the Assignor, any of the provisions of the governing documents of the Assignor or any law, governmental rule or regulation or any material judgment, decree or order binding on the Assignor or any of its properties, Business or any of the provisions of Business Assets, or any material indenturecontract, agreement, instrument, covenant, mortgage, deed of trustor security, contract or other instrument to which the Assignor is a party or by which it is bound.are binding upon the Assignor, (eii) There are no actions, suits or proceedings pending or, to the knowledge of the Assignor, threatenedresult in any fees, duties, taxes, assessments, penalties or other amounts becoming due or payable by the Assignee under any tax legislation. (iii) give rise to the creation or imposition of any Encumbrance on any of the related Business Assets, (iv) violate or constitute default under any license, permit, approval, consent or authorization held by the Assignor or necessary to the operation of the Business, or (v) violate or trigger any liability on behalf of the Assignee pursuant to any legislation governing the sale of assets in bulk by the Assignor. (c) the Assignor owns and possesses and has good and marketable title to the Business Assets free and clear of all Encumbrances of every kind and nature whatsoever; (d) to the knowledge of the Assignor, the Business Assets are in good working order and in a functional state of repair and to the best of the knowledge of the Assignor there are no latent defects thereto; (e) the Business Assets comprise all property and assets used by the Assignor in connection with the Business; (f) except for the NIH, the Assignor does not have any indebtedness which might by operation of law or otherwise now or hereafter constitute an Encumbrance upon any of the Business Assets; (g) no person other than the Assignee has any written or oral agreement or option or any right or privilege (whether by law, pre-emptive or contractual) capable of becoming an agreement or option for the assignment or acquisition from the Assignor of any of the Business Assets; (h) except as otherwise provided herein, discloses all contracts, engagements, and commitments, whether oral or written, relating to the Business or the Business Assets including in particular contracts, engagements, and commitments: (i) out of the ordinary course of Business, (ii) respecting ownership of or title to any interest or claim in or to any real or personal property making up the Business Assets, (iii) respecting Intellectual Property; (iv) respecting any agreement of guarantee, support, indemnification, assumption or endorsement of, or any similar commitment with respect to, the obligations, liabilities (whether accrued, absolute, contingent or otherwise) or indebtedness of any other person; (v) any employment or consulting contracts or any other contract with any officer, employee or consultant, other than oral contracts of indefinite hire terminable by the Assignor without cause on reasonable notice; (vi) any trust indenture, mortgage, promissory note, loan agreement, guarantee or other contracts for the borrowing of money or a leasing transaction of the type required to be capitalized using the License as collateral in accordance with generally accepted accounting principles; (vii) any confidentiality, secrecy or non-disclosure contract, (whether the Assignor is a beneficiary or obliging there under) relating to any proprietary or confidential information or any non-competition or similar contract;. (viii) there are no material contracts that create any default in any obligation or liability in respect of said contracts, engagements, or commitments by the Assignor and the Assignor has performed all of the material obligations required to be performed by it and is entitled to all benefits under the License; (ix) there has not been any undisclosed amendment, modification, variation, surrender, or release of said License and (i) all material Licenses required for the conduct in the ordinary course of the operations of the Business and the uses to which the Business Assets have been put have been obtained and are in good standing and such conduct and uses are in compliance in all material respects with such licenses and permits and with all laws, zoning and other bylaws, building and other restrictions, rules, regulations, and ordinances applicable to the Business and the Business Assets and neither the execution and delivery of this Agreement nor the completion of the assignment hereby contemplated will give any person the right to terminate or cancel the said licenses or permits or affect such compliance; (j) except as disclosed in Legal and Regulatory Proceedings, there are no actions, suits, proceedings, investigations, complaints, orders, directives, or notices of defect or noncompliance by or before or by any court, administrative governmental or domestic commission, department, board, tribunal, or authority, or administrative, licensing, or regulatory agency, arbitrator body, or officer issued, pending, or to the best of the Assignor’s knowledge threatened against or affecting the Assignor or in respect of the Business or any of the Business Assets; (k) Other then with the NIH there is no requirement applicable to the Assignor to make any filing with, give any notice to or to obtain any license, permit, certificate, registration, authorization, consent or approval of, any governmental body (A) with respect or regulatory authority as a condition to any the lawful consummation of the transactions contemplated by this Agreement or (B) with respect to any other matter that in the judgment of the Assignor will be determined adversely to the Assignor and will if determined adversely to the Assignor materially adversely affect its ability to perform its obligations under this Agreement. (f) With respect to each Mortgage Loan, except for the sale filings, notifications, licenses, permits, certificates, registrations, consents and approvals described in Consents, or that relate solely to the Assigneeidentity of the Assignee or the nature of any business carried on by the Assignee except for the notifications, consents and approvals described in Consents; (l) the Assignor has not assigned caused or pledged permitted, nor does it have any Mortgage Note knowledge of, the release, in any manner whatsoever, of any Hazardous Substance on or from any of its properties or assets (including any of the related Mortgage Leased Property) utilized in the Business, or any interest such release on or participation therein. (g) With from a facility owned or operated by third parties, but with respect to each Mortgage Loan, which the Assignor has not satisfied, canceled, in connection with the Business is or subordinated may reasonably be alleged to have liability. All Hazardous Substances and all other wastes and other materials and substances used in whole or in part, or rescinded the Mortgage, and part by the Assignor has not released in connection with the Mortgaged Property Business or resulting from the lien Business have been disposed of, treated and stored in compliance with all Environmental Laws; (m) The Assignor is not aware of any state of facts that casts doubt on the validity or enforceability of any of the Mortgage, in whole or in part, nor has the Assignor executed an instrument that would effect any such release, cancellation, subordination, or rescissionIntellectual Property. The Assignor has not released any Mortgagor, in whole or in part, except in connection with an assumption agreement, to the extent such approval was required. It is understood and agreed that the representations and warranties set forth in this Section 5 shall survive delivery of the respective Mortgage Files to the Trustee (or its 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, the Master Servicer 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 Agreement, and in no event later than two (2) Business Days from the date of such discovery. It is further understood and agreed that the Assignor shall be deemed not to have made the representations and warranties in this Section 5 with respect to, and to the extent of, representations and warranties made, as to the matters covered in this Section 5, by the Servicer in the Servicing Agreement (or any officer’s certificate delivered pursuant thereto). It is understood and agreed that the Assignor has made no representations or warranties provided to the Assignee other than those contained in this Section 5, a true and no other affiliate complete copy of the Assignor has made any representations all contracts and amendments thereto that comprise or warranties of any kind relate to the Assignee.License;

Representations and Warranties of the Assignor. The Assignor hereby represents and warrants to the Assignee as follows: (a) As of the date hereof, the Pro Rata Share of the Assignor is 50% of (i) the Revolving Commitment under the Loan Agreement, (ii) the Revolving Loan made to Day Runner under the Loan Agreement, (iii) the outstanding Term Loan A made to Day Runner under the Loan Agreement, (iv) the outstanding Term Loan B made to Day Runner under the Loan Agreement, (v) the outstanding Convertible Loan made to Day Runner under the Loan Agreement, (vi) the outstanding PIK Interest Notes (TLB), and (vii) the outstanding the PIK Interest Notes (CL). The Assignor is the legal and beneficial owner of the Assigned Pro Rata Share, has been duly organized made no prior assignment, participation, pledge or disposition of the Assigned Pro Rata Share and the Assigned Pro Rata Share constitutes the Assignor's entire Pro Rata Share as of the date hereof and is validly existing as a limited partnership in good standing under the laws free and clear of the State of Delaware with full power and authority (corporate and other) to enter into and perform its obligations under the Servicing Agreement and this Agreement.any adverse claim; (b) This The Assignor has full power and authority, and has taken all action necessary, to execute and deliver this Agreement has been duly and any and all other documents required or permitted to be executed and or delivered by the Assignor, and, assuming due authorization, execution it in connection with this Agreement and delivery by each of the other parties hereto, constitutes a legal, validto fulfill its obligations under, and binding agreement of to consummate the Assignortransactions contemplated by, enforceable against it in accordance with its termsthis Agreement, subject to bankruptcy, insolvency, reorganization, moratorium, and no governmental authorizations or other similar laws affecting creditors’ rights generally and to general principles of equity regardless of whether enforcement is sought authorizations are required in a proceeding in equity or at law.connection therewith; (c) The executionThis Agreement constitutes the legal, delivery valid and performance by the Assignor of this Agreement and the consummation binding obligation of the transactions contemplated thereby do not require the consent or approval of, the giving of notice to, the registration with, or the taking of any other action in respect of, any state, federal or other governmental authority or agency, except such as has been obtained, given, effected or taken prior to the date thereof.Assignor; and (d) The execution Assignor makes no representation or warranty and delivery assumes no responsibility with respect to the financial condition of this Agreement have been duly authorized Borrowers or the Subsidiary Guarantors or the performance by all necessary corporate action on the part Borrowers of the Assignor; neither the execution Obligations, and delivery by the Assignor of this Agreement, nor the consummation by the Assignor of the transactions therein contemplated, nor compliance by the Assignor with the provisions thereof, will conflict with or result in a breach of, or constitute a default under, any of the provisions of the governing documents of the Assignor or any law, governmental rule or regulation or any material judgment, decree or order binding on the Assignor or any of its properties, or any of the provisions of any material indenture, mortgage, deed of trust, contract or other instrument to which the Assignor is a party or by which it is bound. (e) There are assumes no actions, suits or proceedings pending or, to the knowledge of the Assignor, threatened, before or by any court, administrative agency, arbitrator or governmental body (A) responsibility with respect to any of the transactions contemplated by this Agreement statements, warranties or (B) with respect to any other matter that representations made in the judgment of the Assignor will be determined adversely to the Assignor and will if determined adversely to the Assignor materially adversely affect its ability to perform its obligations under this Agreement. (f) With respect to each Mortgage Loan, except for the sale to the Assignee, the Assignor has not assigned or pledged any Mortgage Note or the related Mortgage or any interest or participation therein. (g) With respect to each Mortgage Loan, the Assignor has not satisfied, canceled, or subordinated in whole or in part, or rescinded the Mortgage, and the Assignor has not released the Mortgaged Property from the lien of the Mortgage, in whole or in part, nor has the Assignor executed an instrument that would effect any such release, cancellation, subordination, or rescission. The Assignor has not released any Mortgagor, in whole or in part, except in connection with an assumption agreementthe Loan Agreement or the execution, to legality, validity, enforceability, genuineness or sufficiency of the extent such approval was required. It is understood and agreed that the representations and warranties Loan Agreement or any Loan Document other than as expressly set forth in this Section 5 shall survive delivery of the respective Mortgage Files to the Trustee (or its 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, the Master Servicer 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 Agreement, and in no event later than two (2) Business Days from the date of such discovery. It is further understood and agreed that the Assignor shall be deemed not to have made the representations and warranties in this Section 5 with respect to, and to the extent of, representations and warranties made, as to the matters covered in this Section 5, by the Servicer in the Servicing Agreement (or any officer’s certificate delivered pursuant thereto). It is understood and agreed that the Assignor has made no representations or warranties to the Assignee other than those contained in this Section 5, and no other affiliate of the Assignor has made any representations or warranties of any kind to the Assigneeabove.

Representations and Warranties of the Assignor. The Assignor hereby represents and warrants to the Assignee as follows: (a) The Assignor has been duly organized and it is validly existing as a limited partnership in good standing life insurance trust under the laws of the State of Delaware with full power and authority (corporate and other) to enter into and perform its obligations under the Servicing Agreement and this Agreement.[JURISDICTION]; (b) This Agreement has been duly executed and delivered by the Assignor, and, assuming due authorization, execution and delivery by each of the other parties hereto, constitutes a legal, valid, and binding agreement of the Assignor, enforceable against it in accordance with its terms, subject to bankruptcy, insolvency, reorganization, moratorium, or other similar laws affecting creditors’ rights generally and to general principles of equity regardless of whether enforcement is sought in a proceeding in equity or at law. (c) The execution, delivery and performance by the Assignor of this Agreement and Assignment (i) are within the consummation of the transactions contemplated thereby do not require the consent or approval ofAssignor’s power, the giving of notice to, the registration with, or the taking of any other action in respect of, any state, federal or other governmental authority or agency, except such as has been obtained, given, effected or taken prior to the date thereof. (dii) The execution and delivery of this Agreement have been duly authorized by all necessary corporate action on the part action, and (iii) do not contravene any provision of the Assignor; neither the execution and delivery by ’s trust agreement (“Trust Documents”), any law, rule or regulation applicable to the Assignor of this Agreement, nor the consummation by the Assignor of the transactions therein contemplated, nor compliance by the Assignor with the provisions thereof, will conflict with or result in a breach ofits assets, or constitute conflict with, violate, create a lien or default under, any of or require a consent under, the provisions of the governing documents of the Assignor or any law, governmental rule or regulation or any material judgment, decree or order binding on the Assignor or any of its properties, or any of the provisions of any material indenture, mortgage, deed of trust, contract Life Policy or other instrument document or agreement to which the Assignor is a party or by which it is or its assets are bound.; (ec) There are no actionsthis Assignment constitutes a legal, suits or proceedings pending or, to the knowledge valid and binding obligation of the AssignorAssignor enforceable against the Assignor in accordance with the terms hereof (subject to applicable bankruptcy, threatenedinsolvency, before or by any courtfraudulent conveyance, administrative agencyreorganization, arbitrator or governmental body moratorium and similar laws affecting creditors’ rights and remedies generally); (Ad) as of the date hereof: (i) it is the sole and recorded owner of, and the sole and duly designated beneficiary under, the Life Policy; (ii) the Assignor has an insurable interest in the life of the Insured under the Life Policy; (iii) the Life Policy is in full force and effect and constitutes the valid and binding obligation of the Insurer, enforceable in accordance with its terms; (iv) the Life Policy has not lapsed and/or been reinstated; (v) the information set forth in Section 2 hereof with respect to the Life Policy is true and correct in all respects; (vi) the Life Policy has not been sold to any person or entity, there are no outstanding loans on or encumbering the Life Policy, and the Life Policy is free and clear of any and all Liens other than the interests granted to the Lender and Collateral Agent under this Assignment, the Promissory Note, the Loan Agreement and the other Financing Documents. As used in this Assignment, “Liens” means any security interest, mortgage, pledge, hypothecation, assignment, deposit arrangement, encumbrance, lien (statutory or other), or preference, priority or other security agreement, option or preferential arrangement of any kind or nature whatsoever (including, without limitation, any conditional sale or other title retention agreement, any financing lease having substantially the same economic effect as any of the transactions contemplated by this Agreement or (B) with respect to any other matter that in the judgment of the Assignor will be determined adversely to the Assignor and will if determined adversely to the Assignor materially adversely affect its ability to perform its obligations under this Agreement. (f) With respect to each Mortgage Loan, except for the sale to the Assignee, the Assignor has not assigned or pledged any Mortgage Note or the related Mortgage or any interest or participation therein. (g) With respect to each Mortgage Loan, the Assignor has not satisfied, canceled, or subordinated in whole or in part, or rescinded the Mortgageforegoing, and the Assignor has not released the Mortgaged Property from the lien filing of any financing statement executed by or on behalf of the Mortgage, in whole debtor named therein under the Uniform Commercial Code or in part, nor has the Assignor executed an instrument that would effect comparable law of any such release, cancellation, subordination, or rescission. The Assignor has not released any Mortgagor, in whole or in part, except in connection with an assumption agreement, to the extent such approval was required. It is understood and agreed that the representations and warranties set forth in this Section 5 shall survive delivery of the respective Mortgage Files to the Trustee (or its 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, the Master Servicer 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 Agreementjurisdiction, and in no event later than two (2) Business Days from any restriction on the date use, voting, transfer, receipt of such discovery. It is further understood and agreed that the Assignor shall be deemed not to have made the representations and warranties in this Section 5 with respect to, and to the extent of, representations and warranties made, as to the matters covered in this Section 5, by the Servicer in the Servicing Agreement (income or any officer’s certificate delivered pursuant thereto). It is understood and agreed that the Assignor has made no representations or warranties to the Assignee other than those contained in this Section 5, and no other affiliate of the Assignor has made any representations or warranties exercise of any kind to the Assignee.attributes of ownership);

Representations and Warranties of the Assignor. The Assignor hereby represents makes the following representations and warrants warranties to the Assignee as followswhich shall survive the Closing and sale of the Shares: (a) The Option is owned by Assignor has been duly organized free and is validly existing as a limited partnership in good standing under clear of any and all liens, claims, encumbrances, preemptive rights, right or first refusal and adverse interests of any kind. b) Assignor has/have the laws of the State of Delaware with full requisite power and authority (corporate and other) to enter into and perform its obligations under the Servicing this Agreement and this Agreementto consummate the transactions contemplated hereby and otherwise to carry out Assignor’s obligations hereunder. (bc) This Agreement has been duly executed and delivered Except as set forth in Section 1.3 or 1.4 herein, no consent, approval or agreement of any individual or entity is required to be obtained by the Assignor, and, assuming due authorization, Assignor in connection with the execution and delivery by each of the other parties hereto, constitutes a legal, valid, and binding agreement of the Assignor, enforceable against it in accordance with its terms, subject to bankruptcy, insolvency, reorganization, moratorium, or other similar laws affecting creditors’ rights generally and to general principles of equity regardless of whether enforcement is sought in a proceeding in equity or at law. (c) The execution, delivery and performance by the Assignor of this Agreement and the consummation of the transactions contemplated thereby do not require the consent or approval of, the giving of notice to, the registration with, or the taking of any other action in respect of, any state, federal or other governmental authority or agency, except such as has been obtained, given, effected or taken prior to the date thereof. (d) The execution and delivery of this Agreement have been duly authorized by all necessary corporate action on the part of the Assignor; neither the execution and delivery performance by the Assignor of any agreements, instruments or other obligations entered into in connection with this Agreement. d) There is no private or governmental action, nor suit, proceeding, claim, arbitration or investigation pending before any agency, court or tribunal, foreign or domestic, or, to the consummation by the Assignor of the transactions therein contemplatedAssignor’s knowledge, nor compliance by the Assignor with the provisions thereof, will conflict with or result in a breach of, or constitute a default under, any of the provisions of the governing documents of threatened against the Assignor or any law, governmental rule or regulation or any material of Assignor’s’ properties. e) There is no judgment, decree or order binding on against the Assignor that could prevent, enjoin, alter or any of its properties, or any of the provisions of any material indenture, mortgage, deed of trust, contract or other instrument to which the Assignor is a party or by which it is bound. (e) There are no actions, suits or proceedings pending or, to the knowledge of the Assignor, threatened, before or by any court, administrative agency, arbitrator or governmental body (A) with respect to delay any of the transactions contemplated by this Agreement or (B) with respect to any other matter that in the judgment of the Assignor will be determined adversely to the Assignor and will if determined adversely to the Assignor materially adversely affect its ability to perform its obligations under this Agreement. (f) With respect to each Mortgage LoanThere are no material claims, except for the sale actions, suits, proceedings, inquiries, labor disputes or investigations pending or, to the AssigneeAssignor’s knowledge, threatened against the Assignor has not assigned or pledged any Mortgage Note or the related Mortgage or any interest of its assets, at law or participation thereinin equity or by or before any governmental entity or in arbitration or mediation. (g) With respect No bankruptcy, receivership or debtor relief proceedings are pending or, to each Mortgage Loanthe Assignor’s knowledge, threatened against the Assignor has not satisfied, canceled, or subordinated in whole or in part, or rescinded the Mortgage, and the Assignor has not released the Mortgaged Property from the lien of the Mortgage, in whole or in part, nor has the Assignor executed an instrument that would effect any such release, cancellation, subordination, or rescission. Assignor. h) The Assignor has complied with, is not released any Mortgagor, in whole or in part, except in connection with an assumption agreement, to the extent such approval was required. It is understood and agreed that the representations and warranties set forth in this Section 5 shall survive delivery of the respective Mortgage Files to the Trustee (or its 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, the Master Servicer 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 Agreementviolation of, and in no event later than two (2) Business Days from the date has not received any notices of such discovery. It is further understood and agreed that the Assignor shall be deemed not to have made the representations and warranties in this Section 5 violation with respect to, any federal, state, local or foreign Laws, judgment, decree, injunction or order, applicable to it, the conduct of its business, or the ownership or operation of its business. References in this Agreement to “Laws” shall refer to any laws, rules or regulations of any federal, state or local government or any governmental or quasi-governmental agency, bureau, commission, instrumentality or judicial body (including, without limitation, any federal or state securities law, regulation, rule or administrative order). i) The Assignor is aware of the Assignee’s business affairs and financial condition and has reached an informed and knowledgeable decision to assign the extent ofOption and all other rights under the Option Agreement. j) There are no liabilities, representations commitments, contracts, agreements, obligations or other claims against Assignor, whether known or unknown, asserted or unasserted, accrued or unaccrued, absolute or contingent, liquidated or unliquidated, due or to become due, and whether contractual, statutory, or otherwise associated with the Option or the Option Agreement. k) All representations, covenants and warranties made, as to of the matters covered Assignor contained in this Section 5, by Agreement shall be true and correct on and as of the Servicer in Closing with the Servicing Agreement (or same effect as though the same had been made on and as of such date. l) Assignor agrees to indemnify and hold harmless Assignee for and against any officer’s certificate delivered pursuant thereto). It is understood and agreed that breach of the Assignor has made no representations or warranties to the Assignee other than those contained in this Section 5, and no other affiliate of the Assignor has made any representations or warranties of any kind to the AssigneeAgreement.

Representations and Warranties of the Assignor. The Assignor hereby represents and warrants to the Assignee as followsthat: (a) The Assignor has been it is a company limited by shares and duly organized incorporated and is validly existing as a limited partnership in good standing under the laws of the State of Delaware with full power and authority (corporate and other) to enter into and perform its obligations under the Servicing Agreement and this Agreement.Bermuda; (b) This Agreement it has full power, authority and legal right, and all necessary corporate action has been duly executed and delivered by the Assignor, and, assuming due authorization, execution and delivery by each of the other parties hereto, constitutes a legal, valid, and binding agreement of the Assignor, enforceable against taken in order to authorize it in accordance with its terms, subject to bankruptcy, insolvency, reorganization, moratorium, or other similar laws affecting creditors’ rights generally and to general principles of equity regardless of whether enforcement is sought in a proceeding in equity or at law.enter into this Assignment Agreement; (c) The executionthe Master Loan Agreement and Pledge Agreement together with the Related Documents which it has delivered or will deliver to the Assignee at the time of Closing is a complete set, delivery and performance by there have been no amendments thereto or variations thereof which the Assignor of this has not made known to the Assignee; (d) (i) the Master Loan Agreement and Pledge Agreement and the consummation Related Documents are in full force and effect, subject to any necessary approvals of, and registrations and filings with the governmental authority, (ii) the Assignor has no defaults under the Master Loan Agreement and Pledge Agreement or any of the transactions contemplated thereby do Related Documents or defaults which remain uncured as of the date hereof, (iii) the Assignor has not require received any notices of default from Modern Mind; (e) neither the consent or approval ofAssignor’s rights under the Master Loan Agreement, the giving of notice toPledge Agreement and the Related Documents nor any part thereof is subject to any assignment, the registration withpledge, lien, charge or the taking other encumbrance in favor of any other action in respect of, any state, federal or other governmental authority or agency, except such as has been obtained, given, effected or taken person prior to the date thereof.of this Assignment Agreement; and (df) The execution and delivery of this Agreement have been duly authorized by all necessary corporate action on the part of the Assignor; neither the execution and delivery by the Assignor of this Agreement, nor the consummation by the Assignor of the transactions therein contemplated, nor compliance by the Assignor with the provisions thereof, will conflict with or result in a breach of, or constitute a default under, any of the provisions of the governing documents of the Assignor or any law, governmental rule or regulation or any material judgment, decree or order binding on the Assignor or any of its properties, or any of the provisions of any material indenture, mortgage, deed of trust, contract or other instrument to which the Assignor is a party or by which it is bound. (e) There there are no actions, suits or proceedings pending or, to the knowledge of the Assignor, threatened, before or threatened by any court, administrative agency, arbitrator or governmental body (A) with respect to any of the transactions contemplated by this Agreement or (B) with respect to any other matter that in the judgment of the Assignor will be determined adversely to the Assignor and will if determined adversely to the Assignor materially adversely affect its ability to perform its obligations under this Agreement. (f) With respect to each Mortgage Loan, except for the sale to the Assignee, the Assignor has not assigned or pledged any Mortgage Note or the related Mortgage or any interest or participation therein. (g) With respect to each Mortgage Loan, the Assignor has not satisfied, canceled, or subordinated in whole or in part, or rescinded the Mortgage, and the Assignor has not released the Mortgaged Property from the lien of the Mortgage, in whole or in part, nor has the Assignor executed an instrument that would effect any such release, cancellation, subordination, or rescission. The Assignor has not released any Mortgagor, in whole or in part, except against it in connection with an assumption agreement, to the extent such approval was required. It is understood and agreed that the representations and warranties set forth in this Section 5 shall survive delivery or arising out of the respective Mortgage Files to the Trustee (or its 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 AssignorMaster Loan Agreement, the Master Servicer or Pledge Agreement and 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 Agreement, and in no event later than two (2) Business Days from the date of such discovery. It is further understood and agreed that the Assignor shall be deemed not to have made the representations and warranties in this Section 5 with respect to, and to the extent of, representations and warranties made, as to the matters covered in this Section 5, by the Servicer in the Servicing Agreement (or any officer’s certificate delivered pursuant thereto). It is understood and agreed that the Assignor has made no representations or warranties to the Assignee other than those contained in this Section 5, and no other affiliate of the Assignor has made any representations or warranties of any kind to the AssigneeRelated Documents.

Representations and Warranties of the Assignor. The Assignor hereby warrants and represents and warrants to the Assignee and the Trustee as followsof date hereof, unless otherwise stated below that: (a) The Assignor has been duly organized and is validly existing as a limited partnership in good standing under the laws of the State of Delaware New York with full power and authority (corporate and other) to enter into and perform its obligations under the Servicing Agreement Agreements and this Agreement. (b) This Agreement has been duly executed and delivered by the Assignor, and, assuming due authorization, execution and delivery by each of the other parties hereto, constitutes a legal, valid, and binding agreement of the Assignor, enforceable against it in accordance with its terms, subject to bankruptcy, insolvency, reorganization, moratorium, moratorium or other similar laws affecting creditors’ rights generally and to general principles of equity regardless of whether enforcement is sought in a proceeding in equity or at law. (c) The execution, delivery and performance by the Assignor of this Agreement and the consummation of the transactions contemplated thereby hereby do not require the consent or approval of, the giving of notice to, the registration with, with or the taking of any other action in respect of, any state, federal or other governmental authority or agency, except such as has been obtained, given, effected or taken prior to the date thereofhereof. (d) The execution and delivery of this Agreement have been duly authorized by all necessary corporate action on the part of the Assignor; neither the execution and delivery by the Assignor of this Agreement, nor the consummation by the Assignor of the transactions therein herein contemplated, nor compliance by the Assignor with the provisions thereof, hereof will conflict with or result in a breach of, or constitute a default under, any of the provisions of the governing documents of the Assignor or any law, governmental rule or regulation or any material judgment, decree or order binding on the Assignor or any of its properties, or any of the provisions of any material indenture, mortgage, deed of trust, contract or other instrument to which the Assignor is a party or by which it is bound. (e) There are no actions, suits or proceedings pending or, to the knowledge of the Assignor, threatened, before or by any court, administrative agency, arbitrator or governmental body (Ai) with respect to any of the transactions contemplated by this Agreement or (Bii) with respect to any other matter that in the judgment of the Assignor will be determined adversely to the Assignor and will will, if determined adversely to the Assignor Assignor, materially adversely affect its ability to perform its obligations under this Agreement. (f) With respect The Assignor is the sole owner of record and holder of the Mortgage Loans and the indebtedness evidenced by each Mortgage Note. The Mortgage Loans are not assigned or pledged, and the Assignor has good, indefeasible and marketable title thereto, and has full right to transfer and sell the Mortgage Loans to the Assignee free and clear of any encumbrance, equity, participation interest, lien, pledge, charge, claim or security interest, and has full right and authority subject to no interest or participation of, or agreement with, any other party, to sell and assign each Mortgage Loan pursuant to this Agreement and following the sale of each Mortgage Loan, except for the sale Assignee will own such Mortgage Loan free and clear of any encumbrance, equity, participation interest, lien, pledge, charge, claim or security interest. The Assignor intends to relinquish all rights to possess, control and monitor the Assignee, the Assignor has not assigned or pledged any Mortgage Note or the related Mortgage or any interest or participation thereinLoan. (g) With respect to each Mortgage Loan, the The Assignor has not satisfiedwaived the performance by the Mortgagor of any action, canceled, or subordinated if the Mortgagor’s failure to perform such action would cause the Mortgage Loan to be in whole or in part, or rescinded the Mortgage, and the Assignor has not released the Mortgaged Property from the lien of the Mortgage, in whole or in partdefault, nor has the Assignor executed an instrument that would effect Company waived any default resulting from any action or inaction by the Mortgagor. (h) As of February 24, 2006, with respect to the Mortgage Loans, any and all requirements of any federal, state or local law including, without limitation, usury, truth-in-lending, real estate settlement procedures, consumer credit protection, equal credit opportunity and disclosure laws, all applicable predatory and abusive lending laws or unfair and deceptive practices laws applicable to the Mortgage Loan, including, without limitation, any provisions related to Prepayment Premiums, have been complied with, and the consummation of the transactions contemplated hereby will not involve the violation of any such releaselaws or regulations. All inspections, cancellationlicenses and certificates required to be made or issued with respect to all occupied portions of the Mortgaged Properties and, subordination, or rescission. The Assignor has not released any Mortgagor, in whole or in part, except in connection with an assumption agreement, respect to the extent such approval was required. It is understood use and agreed that the representations and warranties set forth in this Section 5 shall survive delivery occupancy of the respective Mortgage Files same, including but not limited to certificates of occupancy and fire underwriting certificates, have been made or obtained from the appropriate authorities. (i) As of February 24, 2006, with respect to the Trustee Mortgage Loans, none of the Mortgage Loans are (a) subject to the Home Ownership and Equity Protection Act of 1994 or (b) classified as “high cost,” “threshold,” “covered” or “predatory” loans under any other applicable federal, state or local law (or its custodian) and shall inure to the benefit of the Assignee and its assigns notwithstanding any restrictive a similarly classified loan using different terminology under a law imposing heightened regulatory scrutiny or qualified endorsement or assignment. Upon the discovery by the Assignoradditional legal liability for residential mortgage loans having high interest rates, the Master Servicer 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 Agreement, and in no event later than two (2) Business Days from the date of such discovery. It is further understood and agreed that the Assignor shall be deemed not to have made the representations and warranties in this Section 5 with respect to, and to the extent of, representations and warranties made, as to the matters covered in this Section 5, by the Servicer in the Servicing Agreement (or any officer’s certificate delivered pursuant theretopoints and/or fees). It is understood and agreed that the Assignor has made no representations or warranties to the Assignee other than those contained in this Section 5, and no other affiliate of the Assignor has made any representations or warranties of any kind to the Assignee.

Representations and Warranties of the Assignor. The Assignor hereby represents and warrants to the Assignee as follows: (a) The Assignor has been duly organized and is validly existing as a limited partnership in good standing national banking association under the laws of the State of Delaware United States with full power and authority (corporate and other) to enter into and perform its obligations under the Servicing Agreement Agreements and this Assignment Agreement. (b) This Assignment Agreement has been duly executed and delivered by the Assignor, and, assuming due authorization, execution and delivery by each of the other parties hereto, constitutes a legal, valid, and binding agreement of the Assignor, enforceable against it in accordance with its terms, subject to bankruptcy, insolvency, reorganization, moratorium, or other similar laws affecting creditors’ rights generally and to general principles of equity regardless of whether enforcement is sought in a proceeding in equity or at law. (c) The execution, delivery and performance by the Assignor of this Assignment Agreement and the consummation of the transactions contemplated thereby do not require the consent or approval of, the giving of notice to, the registration with, or the taking of any other action in respect of, any state, federal or other governmental authority or agency, except such as has been obtained, given, effected or taken prior to the date thereof. (d) The execution and delivery of this Assignment Agreement have been duly authorized by all necessary corporate action on the part of the Assignor; neither the execution and delivery by the Assignor of this Assignment Agreement, nor the consummation by the Assignor of the transactions therein contemplated, nor compliance by the Assignor with the provisions thereof, will conflict with or result in a breach of, or constitute a default under, any of the provisions of the governing documents of the Assignor or any law, governmental rule or regulation or any material judgment, decree or order binding on the Assignor or any of its properties, or any of the provisions of any material indenture, mortgage, deed of trust, contract or other instrument to which the Assignor is a party or by which it is bound. (e) There are no actions, suits or proceedings pending or, to the knowledge of the Assignor, threatened, before or by any court, administrative agency, arbitrator or governmental body (A) with respect to any of the transactions contemplated by this Assignment Agreement or (B) with respect to any other matter that in the judgment of the Assignor will be determined adversely to the Assignor and will will, if determined adversely to the Assignor Assignor, materially adversely affect its ability to perform its obligations under this Assignment Agreement. (f) With respect to each Mortgage Loan, except Except for the sale of the Mortgage Loans to the Assignee, the Assignor has not assigned or pledged any related Mortgage Note or the related Mortgage or any interest or participation therein. (g) With respect to each Mortgage Loan, the The Assignor has not satisfied, canceled, or subordinated in whole or in part, or rescinded the MortgageMortgage related to any Mortgage Loan, and the Assignor has not released the Mortgaged Property related to any Mortgage Loan from the lien of the such Mortgage, in whole or in part, nor has the Assignor executed an instrument that would effect any such release, cancellation, subordination, or rescission. (h) Immediately prior to the assignment and conveyance contemplated in this Assignment Agreement, the Assignor was the lawful owner of the Mortgage Loans with the full right to transfer the Mortgage Loans and all of its interests, rights and obligations under the Agreements free from any and all claims and encumbrances whatsoever. (i) The Assignor represents and warrants to the Assignee that the Assignor has not taken any action that would serve to impair or encumber the Assignor’s ownership interest in the Mortgage Loans since the respective dates that the related Mortgage Loans were purchased from the Servicer. (j) The Assignor has not received notice of, and has no knowledge of, any offsets, counterclaims or other defenses available to the Servicer with respect to the Agreements. (k) Except as set forth in this Assignment Agreement, the Assignor has not waived or agreed to any waiver under, or agreed to any amendment or other modification of, the Agreements or the Mortgage Loans, including without limitation the transfer of the servicing obligations under the 2006 Servicing Agreement. The Assignor has no knowledge of, and has not released received notice of, any Mortgagorwaivers under or amendments or other modifications of, or assignments of rights or obligations under, except as contemplated in whole this Assignment Agreement, the Agreements or the Mortgage Loans. (l) Neither the Assignor nor anyone acting on its behalf has offered, transferred, pledged, sold or otherwise disposed of the Mortgage Loans, any interest in the Mortgage Loans or any other similar security to, or solicited any offer to buy or accept a transfer, pledge or other disposition of the Mortgage Loans, any interest in the Mortgage Loans or any other similar security from, or otherwise approached or negotiated with respect to the Mortgage Loans, any interest in the Mortgage Loans or any other similar security with, any person in any manner, or made any general solicitation by means of general advertising or in partany other manner, except or taken any other action which would constitute a distribution of the Mortgage Loans under the Securities Act of 1933, as amended (the “Securities Act”) or which would render the disposition of the Mortgage Loans a violation of Section 5 of the Securities Act or require registration pursuant thereto. (m) No statement, tape, diskette, form, report or other document prepared by, or on behalf of, the Assignor in connection with an assumption agreementthe transactions contemplated hereby, contains or will contain any statement that is or will be inaccurate or misleading in any material respect. (n) With respect to the Mortgage Loans purchased pursuant to the 2005 ACA, the representations and warranties contained in Section 3.02 of the 2005 Servicing Agreement and with respect to the Mortgage Loans purchased pursuant to the other Assignment and Conveyance Agreements, the representations and warranties contained in Section 3.02 of the 2006 Servicing Agreement, to the extent such approval was requiredthey relate to matters arising on or after the respective date that the Mortgage Loans were purchased from the Servicer, are true and correct as of the date of this Assignment Agreement. It is understood and agreed that For purposes of making the representations and warranties set forth contemplated in this the foregoing sentence, each reference in Section 5 shall survive delivery 3.02 of each of the respective Mortgage Files Servicing Agreements (i) to the Trustee (or its custodian) and “Cut-off Date” shall inure be deemed to be a reference to the benefit of the Assignee and its assigns notwithstanding any restrictive or qualified endorsement or assignment. Upon the discovery by the AssignorAssigned Loans Cut-off Date, the Master Servicer 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 (ii) to the other parties “Mortgage Loan Schedule” shall be deemed to this Agreement, be a reference to Exhibit 1 hereto and in no event later than two (2iii) Business Days from to the “Closing Date” shall be deemed to be a reference to the date of such discovery. It is further understood and agreed that the Assignor shall be deemed not to have made the representations and warranties in this Section 5 with respect to, and to the extent of, representations and warranties made, as to the matters covered in this Section 5, by the Servicer in the Servicing Agreement (or any officer’s certificate delivered pursuant thereto). It is understood and agreed that the Assignor has made no representations or warranties to the Assignee other than those contained in this Section 5, and no other affiliate of the Assignor has made any representations or warranties of any kind to the AssigneeAssignment Agreement.

Representations and Warranties of the Assignor. The Assignor hereby represents and warrants to the Assignee as follows: (a) The Assignor has been duly organized and is validly existing as a limited partnership corporation in good standing under the laws of the State of Delaware with full power and authority (corporate and other) to enter into and perform its obligations under the Servicing Agreement Flow SWSA, the Trade Confirmations and this Assignment Agreement. (b) This Assignment Agreement has been duly executed and delivered by the Assignor, and, and (assuming due authorization, execution and delivery by each of the other parties hereto, ) constitutes a legal, valid, and binding agreement of the Assignor, enforceable against it in accordance with its terms, subject to bankruptcy, insolvency, reorganization, moratorium, or other similar laws affecting creditors’ rights generally and to general principles of equity (regardless of whether enforcement is sought in a proceeding in equity or at law). (c) The execution, delivery and performance by the Assignor of this Assignment Agreement and the consummation of the transactions contemplated thereby hereby do not require the consent or approval of, the giving of notice to, the registration with, or the taking of any other action in respect of, any state, federal or other governmental authority or agency, except such as has been obtained, given, effected or taken prior to the date thereof. (d) The execution and delivery of this Assignment Agreement have been duly authorized by all necessary corporate action on the part of the Assignor; neither the execution and delivery by the Assignor of this Assignment Agreement, nor the consummation by the Assignor of the transactions therein herein contemplated, nor compliance by the Assignor with the provisions thereofhereof, will conflict with or result in a breach of, or constitute a default under, any of the provisions of the governing documents of the Assignor or any law, governmental rule or regulation or any material judgment, decree or order binding on the Assignor or any of its properties, or any of the provisions of any material indenture, mortgage, deed of trust, contract or other instrument to which the Assignor is a party or by which it is bound. (e) There are no actions, suits or proceedings pending or, to the knowledge of the Assignor, threatened, before or by any court, administrative agency, arbitrator or governmental body (A) with respect to any of the transactions contemplated by this Assignment Agreement or (B) with respect to any other matter that in the judgment of the Assignor will be determined adversely to the Assignor and will if determined adversely to the Assignor materially adversely affect its ability to perform its obligations under this Assignment Agreement. (f) With respect to each Mortgage Loan, except Except for the sale to the Assignee, the Assignor has not assigned or pledged any Mortgage Note or the related Mortgage or any interest or participation therein. (g) With respect to each Mortgage Loan, the The Assignor has not satisfied, canceled, or subordinated in whole or in part, or rescinded the Mortgage, and the Assignor has not released the Mortgaged Property from the lien of the Mortgage, in whole or in part, nor has the Assignor executed an instrument that would effect any such release, cancellation, subordination, or rescission. The Assignor has not released any Mortgagor, in whole or in part, except in connection with an assumption agreementagreement or other agreement approved by the related Federal Insurer, to the extent such approval was required. It is understood and agreed that . (h) With respect to each Mortgage Loan, the representations and warranties set forth contained in this Section 5 shall survive delivery 3.2 of the respective Mortgage Files Flow SWSA, to the Trustee extent they relate to matters arising on or after the related Closing Date (or its custodian) as defined in the Flow SWSA), are true and shall inure to the benefit correct as of the Assignee and its assigns notwithstanding any restrictive or qualified endorsement or assignment. Upon the discovery by the Assignor, the Master Servicer 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 Agreement, and in no event later than two (2) Business Days from the date of such discoverythis Assignment Agreement. It is further understood and agreed that the Assignor shall be deemed not to have made For purposes of making the representations and warranties contemplated in this paragraph, each reference in Section 5 3.2 of the Flow SWSA to (i) the “Cut-off Date” shall be deemed to be a reference to June 1, 2007, (ii) the “Mortgage Loan Schedule” and shall be deemed to be a reference to Exhibit 1 hereto and (iii) the “Closing Date” shall be deemed to be a reference to June 29, 2007. (i) Each Mortgage Loan, at the time it was originated, complied in all material respects with respect applicable local, state and federal laws, including, but not limited to, all applicable predatory and to abusive lending laws; and none of the extent ofMortgage Loans are “high-cost,” “high-cost home” or “covered” loans under any applicable federal, representations and warranties madestate or local predatory or abusive lending law. (j) No Mortgage Loan is a High Cost Loan or Covered Loan, as to applicable (as such terms are defined in the matters covered in then current Standard & Poor’s Glossary) and no Mortgage Loan originated on or after October 1, 2002 through March 6, 2003 is governed by the Georgia Fair Lending Act. For the purposes of this Section 5, by 5(j) the Servicer in the Servicing Agreement (or any officer’s certificate delivered pursuant thereto). It is understood and agreed that the Assignor has made no representations or warranties to the Assignee other than those contained in this Section 5, and no other affiliate of the Assignor has made any representations or warranties of any kind to the Assignee.following definitions shall apply:

Representations and Warranties of the Assignor. The Assignor hereby warrants and represents and warrants to the Assignee and the Trustee as followsof date hereof, unless otherwise stated below that: (a) The Assignor has been duly organized and is validly existing as a limited partnership in good standing under the laws of the State of Delaware New York with full power and authority (corporate and other) to enter into and perform its obligations under the Servicing Agreement Agreements and this Agreement. (b) This Agreement has been duly executed and delivered by the Assignor, and, assuming due authorization, execution and delivery by each of the other parties hereto, constitutes a legal, valid, and binding agreement of the Assignor, enforceable against it in accordance with its terms, subject to bankruptcy, insolvency, reorganization, moratorium, moratorium or other similar laws affecting creditors’ rights generally and to general principles of equity regardless of whether enforcement is sought in a proceeding in equity or at law. (c) The execution, delivery and performance by the Assignor of this Agreement and the consummation of the transactions contemplated thereby hereby do not require the consent or approval of, the giving of notice to, the registration with, with or the taking of any other action in respect of, any state, federal or other governmental authority or agency, except such as has been obtained, given, effected or taken prior to the date thereofhereof. (d) The execution and delivery of this Agreement have been duly authorized by all necessary corporate action on the part of the Assignor; neither the execution and delivery by the Assignor of this Agreement, nor the consummation by the Assignor of the transactions therein herein contemplated, nor compliance by the Assignor with the provisions thereof, hereof will conflict with or result in a breach of, or constitute a default under, any of the provisions of the governing documents of the Assignor or any law, governmental rule or regulation or any material judgment, decree or order binding on the Assignor or any of its properties, or any of the provisions of any material indenture, mortgage, deed of trust, contract or other instrument to which the Assignor is a party or by which it is bound. (e) There are no actions, suits or proceedings pending or, to the knowledge of the Assignor, threatened, before or by any court, administrative agency, arbitrator or governmental body (Ai) with respect to any of the transactions contemplated by this Agreement or (Bii) with respect to any other matter that in the judgment of the Assignor will be determined adversely to the Assignor and will will, if determined adversely to the Assignor Assignor, materially adversely affect its ability to perform its obligations under this Agreement. (f) With respect The Assignor is the sole owner of record and holder of the Mortgage Loans and the indebtedness evidenced by each Mortgage Note. The Mortgage Loans are not assigned or pledged, and the Assignor has good, indefeasible and marketable title thereto, and has full right to transfer and sell the Mortgage Loans to the Assignee free and clear of any encumbrance, equity, participation interest, lien, pledge, charge, claim or security interest, and has full right and authority subject to no interest or participation of, or agreement with, any other party, to sell and assign each Mortgage Loan pursuant to this Agreement and following the sale of each Mortgage Loan, except for the sale Assignee will own such Mortgage Loan free and clear of any encumbrance, equity, participation interest, lien, pledge, charge, claim or security interest. The Assignor intends to relinquish all rights to possess, control and monitor the Assignee, the Assignor has not assigned or pledged any Mortgage Note or the related Mortgage or any interest or participation thereinLoans. (g) With respect to each Mortgage Loan, the The Assignor has not satisfiedwaived the performance by the Mortgagor of any action, canceled, or subordinated if the Mortgagor’s failure to perform such action would cause the Mortgage Loan to be in whole or in part, or rescinded the Mortgage, and the Assignor has not released the Mortgaged Property from the lien of the Mortgage, in whole or in partdefault, nor has the Assignor executed an instrument that would effect Company waived any default resulting from any action or inaction by the Mortgagor. (h) As of June 29, 2007, with respect to the Mortgage Loans, any and all requirements of any federal, state or local law including, without limitation, usury, truth-in-lending, real estate settlement procedures, consumer credit protection, equal credit opportunity and disclosure laws, all applicable predatory and abusive lending laws or unfair and deceptive practices laws applicable to the Mortgage Loan, including, without limitation, any provisions related to prepayment premiums, have been complied with, and the consummation of the transactions contemplated hereby will not involve the violation of any such releaselaws or regulations. All inspections, cancellationlicenses and certificates required to be made or issued with respect to all occupied portions of the Mortgaged Properties and, subordination, or rescission. The Assignor has not released any Mortgagor, in whole or in part, except in connection with an assumption agreement, respect to the extent such approval was required. It is understood use and agreed that the representations and warranties set forth in this Section 5 shall survive delivery occupancy of the respective same, including but not limited to certificates of occupancy and fire underwriting certificates, have been made or obtained from the appropriate authorities. (i) No Mortgage Files to Loan is a “High Cost Loan” or “Covered Loan,” as applicable, as such terms are defined in the Trustee then current Standard & Poor’s LEVELSâ Glossary. In addition, no Mortgage Loan is a “high-cost,” “high-cost home,” “covered,” “high-risk home,” or “predatory” loan under any applicable federal, state or local predatory or abusive lending law (or its custodian) and shall inure to the benefit of the Assignee and its assigns notwithstanding any restrictive a similarly classified loan using different terminology under a law imposing heightened regulatory scrutiny or qualified endorsement or assignment. Upon the discovery by the Assignoradditional legal liability for residential mortgage loans having high interest rates, the Master Servicer 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 Agreement, and in no event later than two (2) Business Days from the date of such discovery. It is further understood and agreed that the Assignor shall be deemed not to have made the representations and warranties in this Section 5 with respect to, and to the extent of, representations and warranties made, as to the matters covered in this Section 5, by the Servicer in the Servicing Agreement (or any officer’s certificate delivered pursuant theretopoints and/or fees). It is understood and agreed that the Assignor has made no representations or warranties to the Assignee other than those contained in this Section 5, and no other affiliate of Mortgage Loan originated on or after October 1, 2002 through March 6, 2003 is governed by the Assignor has made any representations or warranties of any kind to the AssigneeGeorgia Fair Lending Act.

Representations and Warranties of the Assignor. The Assignor hereby represents and warrants to the Assignee as follows: (a) The Assignor has been duly organized and is validly existing as a limited partnership corporation in good standing under the laws of the State of Delaware with full power and authority (corporate and other) to enter into and perform its obligations under the Servicing Agreement Flow SWSA, the Trade Confirmation and this Assignment Agreement. (b) This Assignment Agreement has been duly executed and delivered by the Assignor, and, and (assuming due authorization, execution and delivery by each of the other parties hereto, ) constitutes a legal, valid, and binding agreement of the Assignor, enforceable against it in accordance with its terms, subject to bankruptcy, insolvency, reorganization, moratorium, or other similar laws affecting creditors’ rights generally and to general principles of equity (regardless of whether enforcement is sought in a proceeding in equity or at law). (c) The execution, delivery and performance by the Assignor of this Assignment Agreement and the consummation of the transactions contemplated thereby hereby do not require the consent or approval of, the giving of notice to, the registration with, or the taking of any other action in respect of, any state, federal or other governmental authority or agency, except such as has been obtained, given, effected or taken prior to the date thereof. (d) The execution and delivery of this Assignment Agreement have been duly authorized by all necessary corporate action on the part of the Assignor; neither the execution and delivery by the Assignor of this Assignment Agreement, nor the consummation by the Assignor of the transactions therein herein contemplated, nor compliance by the Assignor with the provisions thereofhereof, will conflict with or result in a breach of, or constitute a default under, any of the provisions of the governing documents of the Assignor or any law, governmental rule or regulation or any material judgment, decree or order binding on the Assignor or any of its properties, or any of the provisions of any material indenture, mortgage, deed of trust, contract or other instrument to which the Assignor is a party or by which it is bound. (e) There are no actions, suits or proceedings pending or, to the knowledge of the Assignor, threatened, before or by any court, administrative agency, arbitrator or governmental body (A) with respect to any of the transactions contemplated by this Assignment Agreement or (B) with respect to any other matter that in the judgment of the Assignor will be determined adversely to the Assignor and will if determined adversely to the Assignor materially adversely affect its ability to perform its obligations under this Assignment Agreement. (f) With respect to each Mortgage Loan, except Except for the sale to the Assignee, the Assignor has not assigned or pledged any Mortgage Note or the related Mortgage or any interest or participation therein. (g) With respect to each Mortgage Loan, the The Assignor has not satisfied, canceled, or subordinated in whole or in part, or rescinded the Mortgage, and the Assignor has not released the Mortgaged Property from the lien of the Mortgage, in whole or in part, nor has the Assignor executed an instrument that would effect any such release, cancellation, subordination, or rescission. The Assignor has not released any Mortgagor, in whole or in part, except in connection with an assumption agreementagreement or other agreement approved by the related Federal Insurer, to the extent such approval was required. It is understood and agreed that . (h) With respect to each Mortgage Loan, the representations and warranties set forth contained in this Section 5 shall survive delivery 3.2 of the respective Mortgage Files Flow SWSA, to the Trustee extent they relate to matters arising on or after the related Closing Date (or its custodian) as defined in the Flow SWSA), are true and shall inure to the benefit correct as of the Assignee and its assigns notwithstanding any restrictive or qualified endorsement or assignment. Upon the discovery by the Assignor, the Master Servicer 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 Agreement, and in no event later than two (2) Business Days from the date of such discoverythis Assignment Agreement. It is further understood and agreed that the Assignor shall be deemed not to have made For purposes of making the representations and warranties contemplated in the this paragraph, each reference in Section 3.2 of the Flow SWSA to (i) the “Cut-off Date” shall be deemed to be a reference to January 1, 2007, (ii) the “Mortgage Loan Schedule” and shall be deemed to be a reference to Exhibit 1 hereto and (iii) the “Closing Date” shall be deemed to be a reference to January 31, 2007. (i) Each Mortgage Loan, at the time it was originated, complied in all material respects with applicable local, state and federal laws, including, but not limited to, all applicable predatory and abusive lending laws; and none of the Mortgage Loans are “high-cost,” “high-cost home” or “covered” loans under any applicable federal, state or local predatory or abusive lending law. (j) No Mortgage Loan is a High Cost Loan or Covered Loan, as applicable (as such terms are defined in the then current Standard & Poor’s Glossary) and no Mortgage Loan originated on or after October 1, 2002 through March 6, 2003 is governed by the Georgia Fair Lending Act. For the purposes of this Section 5 with respect to, and to 5(j) the extent of, representations and warranties made, as to the matters covered in this Section 5, by the Servicer in the Servicing Agreement (or any officer’s certificate delivered pursuant thereto). It is understood and agreed that the Assignor has made no representations or warranties to the Assignee other than those contained in this Section 5, and no other affiliate of the Assignor has made any representations or warranties of any kind to the Assignee.following definitions shall apply:

Representations and Warranties of the Assignor. The Assignor hereby represents and warrants to the Assignee as follows: (ai) The Assignor has been duly organized That said contract is in full force and effect and is validly existing as a limited partnership in good standing under fully assignable. (ii) That the laws of contract is without modification, and remains on the State of Delaware with terms contained. (iii) That it has full power right and authority to transfer said contract and that the contract rights herein transferred are free of lien, encumbrance or adverse claim. (corporate iv) That it has the full power, authority and othercapacity to own, lease and operate its properties, and to carry on its business as and where the same is now being conducted. (v) That it has the requisite power, authority and capacity to enter into this Agreement and to perform all of its obligations under the Servicing Agreement hereunder and this Agreement. (b) This Agreement has been duly executed and delivered by constitutes the Assignor, and, assuming due authorization, execution and delivery by each of the other parties hereto, constitutes a legal, valid, valid and binding agreement obligation of the Assignor, enforceable against it the Assignor in accordance with its terms, subject to bankruptcy, insolvency, reorganization, moratorium, or other similar laws affecting creditors’ rights generally and to general principles of equity regardless of whether enforcement is sought in a proceeding in equity or at law. (cvi) The executionThat no permit, consent, approval, or authorization of any governmental authority or any other Person on the part of the Assignor is required in connection with the execution or delivery and performance by the Assignor of this Agreement and or the consummation of the transactions contemplated thereby do not require the consent or approval of, the giving of notice to, the registration with, or the taking of any other action in respect of, any state, federal or other governmental authority or agency, except such as has been obtained, given, effected or taken prior to the date thereofhereby. (dvii) The execution and delivery of this Agreement have been duly authorized by all necessary corporate action on the part of the Assignor; neither the execution and delivery by the Assignor of this AgreementThat it has not sold, nor the consummation by the Assignor of the transactions therein contemplatedassigned, nor compliance by the Assignor with the provisions thereoflicensed, will conflict with or result in a breach oftransferred, or constitute a default under, otherwise conveyed any of rights to market the provisions of the governing documents of the Assignor Products and Assigned Rights or entered into any law, governmental rule or regulation or agreements with any material judgment, decree or order binding on the Assignor or any of its properties, or any of the provisions of any material indenture, mortgage, deed of trust, contract or other instrument third party to which the Assignor is a party or by which it is bounddo so. (eviii) There are That there is no actionssuit, suits action or proceedings litigation, administrative hearing, arbitration, labor controversy, warranty claim, governmental inquiry, investigation or other proceeding or claim pending or, to the knowledge of Assignor's knowledge, threatened against or relating to the Assignor, threatened, before or by any court, administrative agency, arbitrator or governmental body (A) Assignor with respect to any the Products and the related Technologies. There are no judgments, consent decrees or injunctions against, affecting or binding upon the Assignor with respect to the Assigned Rights. The Assignor is in compliance with all laws, ordinances, requirements, orders and regulations applicable to it, the violation of which would have a material adverse effect on the Assigned Rights or on the ability of the Assignor to consummate the transactions contemplated by hereby. (ix) That it has delivered or made available to the Assignee true, correct and complete information concerning the Product and the specifications, documents and other information or data relevant to the Product. (x) Neither this Agreement nor any certificate or (B) with respect to any other matter that in the judgment statement furnished by or on behalf of the Assignor will be determined adversely at the Closing in connection with this Agreement contains any untrue statement of a material fact or omits to state a material fact necessary in order to make the statements contained therein not misleading; and there is no fact known to the Assignor and will if determined adversely in connection with this Agreement which might reasonably be expected to the Assignor materially adversely affect its the ability to perform its obligations under this Agreement. (f) With respect to each Mortgage Loan, except for the sale to the Assignee, of the Assignor to consummate the transactions contemplated hereby which has not assigned or pledged any Mortgage Note or the related Mortgage or any interest or participation therein. (g) With respect to each Mortgage Loan, the Assignor has not satisfied, canceled, or subordinated in whole been set forth herein or in part, a certificate or rescinded the Mortgage, and the Assignor has not released the Mortgaged Property from the lien of the Mortgage, in whole or in part, nor has the Assignor executed an instrument that would effect any such release, cancellation, subordination, or rescission. The Assignor has not released any Mortgagor, in whole or in part, except in connection with an assumption agreement, to the extent such approval was required. It is understood and agreed that the representations and warranties set forth in this Section 5 shall survive delivery of the respective Mortgage Files to the Trustee (or its 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, the Master Servicer 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 Agreement, and in no event later than two (2) Business Days from the date of such discovery. It is further understood and agreed that the Assignor shall be deemed not to have made the representations and warranties in this Section 5 with respect to, and to the extent of, representations and warranties made, as to the matters covered in this Section 5, by the Servicer in the Servicing Agreement (or any officer’s certificate delivered pursuant thereto). It is understood and agreed that the Assignor has made no representations or warranties statement furnished to the Assignee other than those contained in this Section 5, and no other affiliate of at the Assignor has made any representations or warranties of any kind to Closing by the AssigneeInventor.

Representations and Warranties of the Assignor. The Assignor hereby represents and warrants to the Assignee as follows: (a) The Assignor has been is a federal savings bank duly organized and is organized, validly existing as a limited partnership and in good standing under the laws of the State United States of Delaware with America and has full power and authority (corporate to own its property, to carry on its business as presently conducted and other) to enter into and perform its obligations under the each Sale/Servicing Agreement and this Assignment Agreement. (b) This Assignment Agreement has been duly executed and delivered by the Assignor, Assignor and, assuming due authorization, execution and delivery by each of the other parties hereto, constitutes a legal, valid, and binding agreement of the Assignor, enforceable against it the Assignor in accordance with its terms, subject to (i) bankruptcy, insolvency, reorganization, moratorium, moratorium or other similar laws affecting creditors’ rights generally and to generally, (ii) general principles of equity (regardless of whether enforcement is sought in a proceeding in equity or at law) and (iii) any notice, order, directive or similar action by a federal banking regulatory authority that prohibits or enjoins performance of the Assignment Agreement by the Assignee. (c) The execution, delivery and performance by the Assignor of this Assignment Agreement and the consummation of the transactions contemplated thereby hereby do not require the consent or approval of, the giving of notice to, the registration with, or the taking of any other action in respect of, any state, federal or other governmental authority or agency, except such as has been obtained, given, effected or taken prior to the date thereofhereof. (d) The execution and delivery of this Assignment Agreement have been duly authorized by all necessary corporate action on the part of the Assignor; neither the execution and delivery by the Assignor of this Assignment Agreement, nor the consummation by the Assignor of the transactions therein herein contemplated, nor compliance by the Assignor with the provisions thereofhereof, will conflict with or result in a breach of, or constitute a default under, any of the provisions of the governing documents charter or bylaws of the Assignor or any law, governmental rule or regulation or any material judgment, decree or order binding on the Assignor or any of its propertiesproperty, or any of the provisions of any material indenture, mortgage, deed of trust, contract or other instrument to which the Assignor is a party or by which it is bound. (e) There are no actions, suits or proceedings pending or, to the knowledge of the Assignor, threatened, before or by any court, administrative agency, arbitrator or governmental body (A) with respect to any of the transactions contemplated by this Assignment Agreement or (B) with respect to any other matter that in the judgment of the Assignor will be determined adversely to the Assignor and will and, if determined adversely to the Assignor Assignor, will materially and adversely affect its ability to perform its obligations under this Assignment Agreement. (f) With respect to each Mortgage Loan, except for the sale to the Assignee, the Assignor has not assigned or pledged any Mortgage Note or the related Mortgage or any interest or participation therein. (g) With respect to each Mortgage Loan, the Assignor has not satisfied, canceled, or subordinated in whole or in part, or rescinded the Mortgage, and the Assignor has not released the Mortgaged Property from the lien of the Mortgage, in whole or in part, nor has the Assignor executed an instrument that would effect any such release, cancellation, subordination, or rescission. The Assignor has not released any Mortgagor, in whole or in part, except in connection with an assumption agreement, to the extent such approval was required. It is understood and agreed that the representations and warranties set forth in this Section 5 shall survive delivery of the respective Mortgage Files to the Trustee (or its custodian) 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, the Master Servicer 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 Agreement, and in no event later than two (2) Business Days from the date of such discovery. It is further understood and agreed that the Assignor shall be deemed not to have made the representations and warranties in this Section 5 with respect to, and to the extent of, representations and warranties made, as to the matters covered in this Section 5, by the Servicer in the Servicing Agreement (or any officer’s certificate delivered pursuant thereto). It is understood and agreed that the Assignor has made no representations or warranties to the Assignee other than those contained in this Section 5, and no other affiliate of the Assignor has made any representations or warranties of any kind to the Assigneeherein.

Representations and Warranties of the Assignor. The Assignor hereby represents and warrants to the Assignee as follows: (a) The Assignor has been duly organized and is validly existing as a limited partnership in good standing under the laws of the State of Delaware New York with full power and authority (corporate and other) to enter into and perform its obligations under the Servicing Agreement Flow SWSA, the Trade Confirmations and this Assignment Agreement. (b) This Assignment Agreement has been duly executed and delivered by the Assignor, and, assuming due authorization, execution and delivery by each of the other parties hereto, constitutes a legal, valid, and binding agreement of the Assignor, enforceable against it in accordance with its terms, subject to bankruptcy, insolvency, reorganization, moratorium, or other similar laws affecting creditors’ rights generally and to general principles of equity regardless of whether enforcement is sought in a proceeding in equity or at law. (c) The execution, delivery and performance by the Assignor of this Assignment Agreement and the consummation of the transactions contemplated thereby hereby do not require the consent or approval of, the giving of notice to, the registration with, or the taking of any other action in respect of, any state, federal or other governmental authority or agency, except such as has been obtained, given, effected or taken prior to the date thereof. (d) The execution and delivery of this Assignment Agreement have been duly authorized by all necessary corporate partnership action on the part of the Assignor; neither the execution and delivery by the Assignor of this Assignment Agreement, nor the consummation by the Assignor of the transactions therein herein contemplated, nor compliance by the Assignor with the provisions thereofhereof, will conflict with or result in a breach of, or constitute a default under, any of the provisions of the governing documents of the Assignor or any law, governmental rule or regulation or any material judgment, decree or order binding on the Assignor or any of its properties, or any of the provisions of any material indenture, mortgage, deed of trust, contract or other instrument to which the Assignor is a party or by which it is bound. (e) There are no actions, suits or proceedings pending or, to the knowledge of the Assignor, threatened, before or by any court, administrative agency, arbitrator or governmental body (A) with respect to any of the transactions contemplated by this Assignment Agreement or (B) with respect to any other matter that in the judgment of the Assignor will be determined adversely to the Assignor and will if determined adversely to the Assignor materially adversely affect its ability to perform its obligations under this Assignment Agreement. (f) With respect to each Mortgage Loan, except Except for the sale to the Assignee, the Assignor has not assigned or pledged any Mortgage Note or the related Mortgage or any interest or participation therein. (g) With respect to each Mortgage Loan, the The Assignor has not satisfied, canceled, or subordinated in whole or in part, or rescinded the Mortgage, and the Assignor has not released the Mortgaged Property from the lien of the Mortgage, in whole or in part, nor has the Assignor executed an instrument that would effect any such release, cancellation, subordination, or rescission. The Assignor has not released any Mortgagor, in whole or in part, except in connection with an assumption agreementagreement or other agreement approved by the related federal insurer, to the extent such approval was required. It is understood and agreed that . (h) With respect to each Mortgage Loan, the representations and warranties set forth contained in this Section 5 shall survive delivery 3.2 of the respective Mortgage Files Flow SWSA, to the Trustee extent they relate to matters arising on or after the related Closing Date (or its custodian) as defined in the Flow SWSA), are true and shall inure to the benefit correct as of the Assignee and its assigns notwithstanding any restrictive or qualified endorsement or assignment. Upon the discovery by the Assignor, the Master Servicer 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 Agreement, and in no event later than two (2) Business Days from the date of such discoverythis Assignment Agreement. It is further understood and agreed that the Assignor shall be deemed not to have made For purposes of making the representations and warranties contemplated in this paragraph, each reference in Section 5 3.2 of the Flow SWSA to (A) the “Cut-off Date” shall be deemed to be a reference to December 1, 2007, (B) the “Mortgage Loan Schedule” and shall be deemed to be a reference to Exhibit 1 hereto and (C) the “Closing Date” shall be deemed to be a reference to December 28, 2007. (i) Each Mortgage Loan, at the time it was originated, complied in all material respects with respect applicable local, state and federal laws, including, but not limited to, all applicable predatory and to abusive lending laws; and none of the extent ofMortgage Loans are “high-cost,” “high-cost home” or “covered” loans under any applicable federal, representations and warranties madestate or local predatory or abusive lending law. (j) No Mortgage Loan is a High Cost Loan or Covered Loan, as to applicable (as such terms are defined in the matters covered in then current Standard & Poor’s Glossary) and no Mortgage Loan originated on or after October 1, 2002 through March 6, 2003 is governed by the Georgia Fair Lending Act. For the purposes of this Section 5, by 5(j) the Servicer in the Servicing Agreement (or any officer’s certificate delivered pursuant thereto). It is understood and agreed that the Assignor has made no representations or warranties to the Assignee other than those contained in this Section 5, and no other affiliate of the Assignor has made any representations or warranties of any kind to the Assignee.following definitions shall apply:

Representations and Warranties of the Assignor. The Assignor hereby represents represents, warrants and warrants to the Assignee as followscovenants that: (a) The Assignor has been is a corporation duly organized organized, validly existing, and is validly existing as a limited partnership in good standing under the laws of the State its jurisdiction of Delaware with full power organization and authority (corporate and other) has all licenses necessary to enter into and perform carry on its obligations under the Servicing Agreement and this Agreement.business as now being conducted; (b) This Agreement The Assignor has corporate power and authority to enter into, execute, and deliver this Assignment, and all documents and certificates hereunder, and to perform its obligations in accordance herewith; the execution, delivery, and performance of this Assignment by the Assignor and the consummation of the transactions contemplated hereby have been duly executed and delivered by validly authorized; this Assignment evidences the Assignor, and, assuming due authorization, execution and delivery by each of the other parties hereto, constitutes a legal, valid, binding, and binding agreement enforceable obligation of the Assignor, enforceable against it ; and all requisite corporate action has been taken by the Assignor to make this Assignment valid and binding upon the Assignor in accordance with its terms; (c) No consent, approval, authorization, or order of any court or governmental agency or body relating to the transactions contemplated by this Assignment is required or, if required, such consent, approval, authorization, or order has been or will, prior to the Closing Date, be obtained; (d) The consummation of the transactions contemplated by this Assignment and the fulfillment of or compliance with the terms and conditions of this Assignment are in the ordinary course of business of the Assignor and will not result in the breach of any term or provision of the articles of incorporation or bylaws of the Assignor or result in the breach of any term or provision of, or conflict with or constitute a default under, or result in the acceleration of any obligation under, any agreement, indenture, loan, or credit agreement, or other instrument to which the Assignor or its property is subject, or result in the violation of any law, rule, regulation, order, judgment, or decree to which the Assignor or its property is subject; (e) There is no action, suit, proceeding, or investigation pending or threatened against the Assignor which, either in any one instance or in the aggregate, is, in the Assignor's judgment, likely to result in any material impairment of the right or ability of the Assignor to carry on its business substantially as now conducted, result in any material liability or any material adverse change in the financial condition of the Assignor or which would draw into question the validity of this Assignment or of any action taken or to be taken in connection with the obligations of the Assignor contemplated herein or which would be likely to impair materially the ability of the Assignor to perform its obligations hereunder; (f) There is no fact known to the Assignor that materially adversely affects or, so far as the Assignor now foresees, will materially adversely affect the ability of the Assignor to perform its obligations under this Assignment; (g) Neither the Assignor nor the arrangement created by the Agreement is an "investment company" or under the "control" of an "investment company" as such terms are defined in the Investment Company Act of 1940, as amended; (h) The Assignor has not dealt with any broker, investment banker, agent, or other person who may be entitled to any commission or compensation in connection with the sale of the Specified Mortgage Loans; and (i) With respect to the Specified Mortgage Loans: (i) The Assignor has no knowledge of any facts or occurrences, and has taken no action, between the dates of its acquisition of the Specified Mortgage Loans from the Company and the date of this Assignment, that would make the representations and warranties as to the Specified Mortgage Loans contained in Section 3.02 of the Agreement untrue or incorrect in any material respect as of the date hereof. No Mortgage Loan has been 30 days late in the payment of principal and interest in the twelve months prior to April 1, 2007; (ii) The Assignor is the lawful owner of the Specified Mortgage Loans with the full right to transfer the Specified Mortgage Loans free from any and all claims and encumbrances whatsoever. Upon the transfer of the Specified Mortgage Loans to the Assignee pursuant to this Assignment, the Assignor will have taken all actions necessary on its part to be taken so that the Assignee will have good indefeasible title to, and will be sole owner of, the Mortgage and the Mortgage Note with respect to each of the Specified Mortgage Loans, free and clear of any and all liens, claims, encumbrances, participation interests, equities, pledges, charges, or security interests of any nature, subject to bankruptcy, insolvency, reorganization, moratorium, or other reorganization and similar laws affecting creditors’ relating or limiting the enforcement of creditor's rights generally and to general principles of equity regardless of whether enforcement is sought in a proceeding in equity or at law.generally; (ciii) The executionmortgage loan schedule attached hereto as Exhibit I is complete, delivery true and performance by the Assignor of this Agreement and the consummation correct in all material respects; and (iv) The characteristics of the transactions contemplated thereby do not require the consent or approval of, the giving of notice to, the registration with, or the taking of any other action in respect of, any state, federal or other governmental authority or agency, except such Specified Mortgage Loans as has been obtained, given, effected or taken prior to the date thereof. (d) The execution and delivery of this Agreement have been duly authorized by all necessary corporate action on the part of the Assignor; neither the execution and delivery by the Assignor of this Agreement, nor the consummation by the Assignor of the transactions therein contemplated, nor compliance by the Assignor with the provisions thereof, will conflict with or result in a breach of, or constitute a default under, any of the provisions of the governing documents of the Assignor or any law, governmental rule or regulation or any material judgment, decree or order binding on the Assignor or any of its properties, or any of the provisions of any material indenture, mortgage, deed of trust, contract or other instrument to which the Assignor is a party or by which it is bound. (e) There are no actions, suits or proceedings pending or, to the knowledge of the Assignor, threatened, before or by any court, administrative agency, arbitrator or governmental body (A) with respect to any of the transactions contemplated by this Agreement or (B) with respect to any other matter that described in the judgment of the Assignor will be determined adversely to related commitment letter agreement, dated March 16, 2007, between the Assignor and will if determined adversely to the Assignor materially adversely affect its ability to perform its obligations under this Agreement. (f) With respect to each Mortgage Loan, except for the sale to the Assignee, the Assignor has not assigned or pledged any Mortgage Note or the related Mortgage or any interest or participation therein. (g) With respect to each Mortgage Loan, the Assignor has not satisfied, canceled, or subordinated in whole or in part, or rescinded the Mortgage, and the Assignor has not released the Mortgaged Property from the lien of the Mortgage, in whole or in part, nor has the Assignor executed an instrument that would effect any such release, cancellation, subordination, or rescission. The Assignor has not released any Mortgagor, in whole or in part, except in connection with an assumption agreement, to the extent such approval was required. It is understood and agreed that the representations and warranties set forth in this Section 5 shall survive delivery of the respective Mortgage Files to the Trustee (or its custodian) and shall inure to the benefit of the Assignee are true and its assigns notwithstanding any restrictive or qualified endorsement or assignment. Upon the discovery by the Assignor, the Master Servicer 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 Agreement, and correct in no event later than two (2) Business Days from the date of such discovery. It is further understood and agreed that the Assignor shall be deemed not to have made the representations and warranties in this Section 5 with respect to, and to the extent of, representations and warranties made, as to the matters covered in this Section 5, by the Servicer in the Servicing Agreement (or any officer’s certificate delivered pursuant thereto). It is understood and agreed that the Assignor has made no representations or warranties to the Assignee other than those contained in this Section 5, and no other affiliate of the Assignor has made any representations or warranties of any kind to the Assigneeall material respects.

Representations and Warranties of the Assignor. The Assignor hereby warrants and represents and warrants to the Assignee and the Trustee as followsof date hereof, unless otherwise stated below that: (a) The Assignor has been duly organized and is validly existing as a limited partnership in good standing under the laws of the State of Delaware New York with full power and authority (corporate and other) to enter into and perform its obligations under the Servicing Agreement Agreements and this Agreement. (b) This Agreement has been duly executed and delivered by the Assignor, and, assuming due authorization, execution and delivery by each of the other parties hereto, constitutes a legal, valid, and binding agreement of the Assignor, enforceable against it in accordance with its terms, subject to bankruptcy, insolvency, reorganization, moratorium, moratorium or other similar laws affecting creditors’ rights generally and to general principles of equity regardless of whether enforcement is sought in a proceeding in equity or at law. (c) The execution, delivery and performance by the Assignor of this Agreement and the consummation of the transactions contemplated thereby hereby do not require the consent or approval of, the giving of notice to, the registration with, with or the taking of any other action in respect of, any state, federal or other governmental authority or agency, except such as has been obtained, given, effected or taken prior to the date thereofhereof. (d) The execution and delivery of this Agreement have been duly authorized by all necessary corporate action on the part of the Assignor; neither the execution and delivery by the Assignor of this Agreement, nor the consummation by the Assignor of the transactions therein herein contemplated, nor compliance by the Assignor with the provisions thereof, hereof will conflict with or result in a breach of, or constitute a default under, any of the provisions of the governing documents of the Assignor or any law, governmental rule or regulation or any material judgment, decree or order binding on the Assignor or any of its properties, or any of the provisions of any material indenture, mortgage, deed of trust, contract or other instrument to which the Assignor is a party or by which it is bound. (e) There are no actions, suits or proceedings pending or, to the knowledge of the Assignor, threatened, before or by any court, administrative agency, arbitrator or governmental body (Ai) with respect to any of the transactions contemplated by this Agreement or (Bii) with respect to any other matter that in the judgment of the Assignor will be determined adversely to the Assignor and will will, if determined adversely to the Assignor Assignor, materially adversely affect its ability to perform its obligations under this Agreement. (f) With respect The Assignor is the sole owner of record and holder of the Mortgage Loans and the indebtedness evidenced by each Mortgage Note. The Mortgage Loans are not assigned or pledged, and the Assignor has good, indefeasible and marketable title thereto, and has full right to transfer and sell the Mortgage Loans to the Assignee free and clear of any encumbrance, equity, participation interest, lien, pledge, charge, claim or security interest, and has full right and authority subject to no interest or participation of, or agreement with, any other party, to sell and assign each Mortgage Loan pursuant to this Agreement and following the sale of each Mortgage Loan, except for the sale Assignee will own such Mortgage Loan free and clear of any encumbrance, equity, participation interest, lien, pledge, charge, claim or security interest. The Assignor intends to relinquish all rights to possess, control and monitor the Assignee, the Assignor has not assigned or pledged any Mortgage Note or the related Mortgage or any interest or participation thereinLoan. (g) With respect to each Mortgage Loan, the The Assignor has not satisfiedwaived the performance by the Mortgagor of any action, canceled, or subordinated if the Mortgagor’s failure to perform such action would cause the Mortgage Loan to be in whole or in part, or rescinded the Mortgage, and the Assignor has not released the Mortgaged Property from the lien of the Mortgage, in whole or in partdefault, nor has the Assignor executed an instrument that would effect Company waived any default resulting from any action or inaction by the Mortgagor. (h) As of May 26, 2006, with respect to the Mortgage Loans, any and all requirements of any federal, state or local law including, without limitation, usury, truth-in-lending, real estate settlement procedures, consumer credit protection, equal credit opportunity and disclosure laws, all applicable predatory and abusive lending laws or unfair and deceptive practices laws applicable to the Mortgage Loan, including, without limitation, any provisions related to Prepayment Premiums, have been complied with, and the consummation of the transactions contemplated hereby will not involve the violation of any such releaselaws or regulations. All inspections, cancellationlicenses and certificates required to be made or issued with respect to all occupied portions of the Mortgaged Properties and, subordination, or rescission. The Assignor has not released any Mortgagor, in whole or in part, except in connection with an assumption agreement, respect to the extent such approval was required. It is understood use and agreed that the representations and warranties set forth in this Section 5 shall survive delivery occupancy of the respective same, including but not limited to certificates of occupancy and fire underwriting certificates, have been made or obtained from the appropriate authorities. (i) As of May 26, 2006, no Mortgage Files to Loan is a “High Cost Loan” or “Covered Loan,” as applicable, as such terms are defined in the Trustee then current Standard & Poor’s LEVELSâ Glossary. In addition, no Mortgage Loan is a “high-cost,” “high-cost home,” “covered,” “high-risk home,” or “predatory” loan under any applicable federal, state or local predatory or abusive lending law (or its custodian) and shall inure to the benefit of the Assignee and its assigns notwithstanding any restrictive a similarly classified loan using different terminology under a law imposing heightened regulatory scrutiny or qualified endorsement or assignment. Upon the discovery by the Assignoradditional legal liability for residential mortgage loans having high interest rates, the Master Servicer 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 Agreement, and in no event later than two (2) Business Days from the date of such discovery. It is further understood and agreed that the Assignor shall be deemed not to have made the representations and warranties in this Section 5 with respect to, and to the extent of, representations and warranties made, as to the matters covered in this Section 5, by the Servicer in the Servicing Agreement (or any officer’s certificate delivered pursuant theretopoints and/or fees). It is understood and agreed that the Assignor has made no representations or warranties to the Assignee other than those contained in this Section 5, and no other affiliate of the Assignor has made any representations or warranties of any kind to the Assignee.

Representations and Warranties of the Assignor. (a) The Assignor hereby represents and warrants to the Assignee as follows:follows (and acknowledges that the Assignee is relying on such representations and warranties in entering into this Agreement and in completing the assignment of the Assigned Assets): (ai) The the Assignor is a corporation existing under the BUSINESS CORPORATIONS ACT (Ontario) and has all necessary corporate power, capacity and authority to enter into this Agreement and each of the Ancillary Documents to be executed and delivered by the Assignor and to complete the transactions contemplated hereby and thereby to be completed by the Assignor; (ii) the Assignor has been duly organized full corporate power, capacity and authority to own, lease or acquire an interest in and to, and to operate its properties and to carry on its business as now conducted and the Assignor is qualified, authorized, registered or licensed to conduct its business and is validly existing as a limited partnership in good standing under the laws of each jurisdiction in which it conducts its business or owns, leases or otherwise has an interest in its properties and assets, including the State Province of Delaware with full power Quebec; (iii) the execution and authority (corporate and other) to enter into and perform its obligations under the Servicing delivery of this Agreement and this Agreement. (b) This Agreement has been duly each of the Ancillary Documents to be executed and delivered by the Assignor, andand the performance of the terms hereof and thereof by the Assignor, assuming due authorization, execution have been authorized by all necessary corporate proceedings of the Assignor and delivery by each of this Agreement and the other parties hereto, Option Agreement constitutes a legal, valid, valid and binding agreement enforceable against the Assignor in accordance with its terms and, upon being executed and delivered, each of the Assignor, Ancillary Documents to be executed and delivered by the Assignor will constitute a valid and legally binding obligation of the Assignor enforceable against it the Assignor in accordance with its terms, except in each case to the extent that enforcement may be limited by laws of general application affecting the enforcement of creditor's rights and the provisions of the LIMITATIONS ACT, 2002 (Ontario) and that certain remedies are discretionary in nature and may not be available in all circumstances; (iv) the Assignor has the right to assign the Assigned Assets and all of its right, title, benefit and interest in and to the Assigned Assets, to the Assignee subject to bankruptcy, insolvency, reorganization, moratorium, or other similar laws affecting creditors’ rights generally and obtaining the consent of Metanor pursuant to general principles subjection 2(j) of equity regardless of whether enforcement is sought in a proceeding in equity or at law. (c) The execution, delivery and performance by the Assignor of this Option Agreement and the consummation of the transactions contemplated thereby do not require the consent or approval of, the giving of notice to, the registration with, or the taking of any other action in respect of, any state, federal or other governmental authority or agency, except such as has been obtained, given, effected or taken prior to the date thereof. (d) The execution and delivery of this Agreement have been duly authorized by all necessary corporate action on the part and each of the Assignor; neither the execution Ancillary Documents to be executed and delivery delivered by the Assignor and the performance of this Agreement, nor the consummation terms hereof and thereof by the Assignor of the transactions therein contemplated, nor compliance by the Assignor with the provisions thereof, will not conflict with or result in a breach or violation of any of the provisions of, or constitute a default under, any of the provisions of the governing documents of the Assignor or any law, governmental rule or regulation or any material judgment, decree or order binding on the Assignor or any of its properties, or any of the provisions of any material indenture, mortgage, deed of trust, contract loan agreement or other agreement or instrument to which the Assignor is a party or by which it the Assignor or any of the assets or properties thereof is bound.bound or conflict with or result in any violation of the provisions of the articles, by-laws or resolutions of the directors (including any committee thereof) or shareholders of the Assignor or of any Applicable Law; (ev) There none of the sale, assignment or transfer of the Assigned Assets to the Assignee, the execution and delivery of this Agreement or any Ancillary Document by the Assignor, the compliance by the Assignor with the provisions of this Agreement or any Ancillary Document to be executed and delivered by the Assignor or the completion of the transactions contemplated hereby or thereby, do or will require the Assignor to obtain the consent, approval, or authorization, or any order or agreement of, or registration or qualification with, any Governmental Authority or other Person, except the consent of Metanor pursuant to subsection 2(j) of the Option Agreement; (vi) the Assignor has performed all of its obligations required to be performed to the date hereof by the Assignor under the Option Agreement including, but not limited to, incurring an aggregate expenditure of at least $3,000,000 on exploration on the Bachelor Lake Property pursuant to and in accordance with the terms of the Option Agreement (as such expenditures are set out in detail on schedule C attached hereto) and making aggregate payments of $200,000 in accordance with section 1.1 of the Option Agreement, and is not in default under or in breach of, any representation, warranty, covenant, agreement or condition or any other provision set out in the Option Agreement; (vii) to the knowledge of the Assignor, Metanor is the registered or recorded owner of an undivided 100% right, title and interest in and to the Bachelor Lake Property and, upon the exercise and completion of the Bachelor Lake Option in accordance with the terms of the Option Agreement, the holder of the Bachelor Lake Option will be entitled to a 50 per cent undivided legal and beneficial right, title and interest in and to the Bachelor Lake Property subject only to the provisions of the Option Agreement, the royalty granted by GeoNova to Ced-Or Corporation pursuant to the purchase and sale agreement dated March 30, 2001 between GeoNova and Ced-Or Corporation, which royalty was assigned by Ced-Or Corporation to Concopper Enterprises Inc. pursuant to the assignment of royalties dated September 21, 2001 between Ced-Or Corporation, Concopper Enterprises Inc. and GeoNova a copy of which is attached as schedule B to the Option Agreement and to the net smelter return royalty of the Assignor pursuant to subsection 2(d) hereof; (viii) other than the rights of the Assignee set out in this Agreement, to the knowledge of the Assignor, no Person has any Lien, agreement, option, right of first refusal or right, title or interest or any right capable of becoming any of the foregoing, in or to the Bachelor Lake Property, and other than the rights of the Assignee set out in this Agreement, no Person has any Lien, agreement, option, right of first refusal or right, title or interest or any right capable of becoming any of the foregoing, in or to the Bachelor Lake Option, the interest of the Assignor in the Option Agreement or the rights of the Assignor in and under the Option Agreement and, to the knowledge of the Assignor, there are no actionsoutstanding tax liabilities (other than accrued taxes which are not yet due) on or in respect of the Bachelor Lake Property; (ix) to the knowledge of the Assignor, suits the Bachelor Lake Property is in good standing and all amounts required to be expended or proceedings work to be performed to maintain the Bachelor Lake Property in good standing have been and will continue to be expended or performed until the Closing; (x) the Assignor is acquiring the Consideration Shares as principal for its own account and is an "accredited investor" within the meaning of Rule 45-501 of the Ontario Securities Commission by virtue of the fact that the Assignor is a company, other than a mutual fund or non-redeemable investment fund, that had net assets of at least $5,000,000 as reflected on its most recently prepared financial statements; (xi) there is no claim, action, suit, proceeding or governmental investigation pending or, to the knowledge of the Assignor, threatened, threatened against the Assignor by or before any Governmental Authority or by any courtother Person which challenges the validity of this Agreement or the Option Agreement or which would be reasonably likely to adversely affect or restrict the Assignor's ability to consummate the transactions contemplated hereby; (xii) other than this Agreement and the sale and purchase agreement dated November 10, administrative agency2004 between GeoNova and Metanor (a copy of which is attached hereto as schedule D), arbitrator there are no agreements, adverse interests or governmental body options to acquire or purchase the Bachelor Lake Property, the Bachelor Lake Option or the Option Agreement or any portion thereof to which the Assignor is a party or by which the Assignor is bound, to the knowledge of the Assignor, other than GeoNova and Metanor, no Person has any possessory interest in the Bachelor Lake Property, and, to the knowledge of the Assignor, other than a net smelter returns royalty of up to 2% in favour of Concopper Enterprises Inc. as referred to in the Option Agreement, no Person, is entitled to any royalty or other payment in the nature of a royalty on any minerals, metals or concentrates or any other such products removed or produced from the Bachelor Lake Property; (Axiii) to the knowledge of the Assignor, other than with respect to any reclamation and closure liabilities and costs, the condition of the transactions contemplated by this Agreement Bachelor Lake Property is in material compliance with all Applicable Laws including in respect of any environmental liability related to or arising out of the Bachelor Lake Property; (Bxiv) to the knowledge of the Assignor, the Assignor has conducted its activities on the Bachelor Lake Property in accordance with all Applicable Laws and has not caused an environmental liability with respect to the Bachelor Lake Property other than those reclamation or rehabilitation obligations ordinarily related to the conduct of preliminary exploration work or dewatering; (xv) to the knowledge of the Assignor, there are no outstanding, pending or threatened, actions, suits or claims affecting or in respect of, or arising out of or in connection with any activities conducted on, in or under, the Bachelor Lake Property, or affecting or in respect of the right, title or interest therein or thereto, or affecting or in respect of the Bachelor Lake Option or the Option Agreement; (xvi) the Assignor has made available to the Assignee all material information in its possession or control relating to the Bachelor Lake Property, or relating to the right, title or interest therein or thereto, or relating to the Bachelor Lake Option or the Option Agreement; (xvii) the Assigned Assets do not constitute all or substantially all of the assets of Assignor; (xviii) the Option Agreement and the Bachelor Lake Option are valid and subsisting, in good standing and all material covenants and obligations contained in the Option Agreement to be observed or performed to the date hereof by the Assignor and, to the knowledge of the Assignor, any other matter that in party thereto, have been observed and performed to the judgment date hereof; (xix) none of the rights of the Assignor will be determined adversely arising under or pursuant to the Option Agreement and the Bachelor Lake Option have been waived nor allowed to lapse over time; (xx) the Assignor and will if determined adversely has not received notice with respect to, nor is aware of, any matter of fact which with notice or lapse of time or both would constitute, a default of the obligations of the Assignor to the Option Agreement; (xxi) the Assignor materially adversely affect its ability to perform its obligations under is not and at the time of Closing will not be a non-resident of Canada within the meaning of section 116 of the INCOME TAX ACT (Canada); and (xxii) other than as provided in this Agreement. (f) With respect to each Mortgage Loan, except for the sale to the Assignee, the Assignor has not assigned or pledged any Mortgage Note or the related Mortgage or any its right, title and interest or participation therein. (g) With respect to each Mortgage Loan, the Assignor has not satisfied, canceled, or subordinated in whole or in part, or rescinded the Mortgage, and the Assignor has not released the Mortgaged Property from the lien of the Mortgage, in whole or in part, nor has the Assignor executed an instrument that would effect any such release, cancellation, subordination, or rescission. The Assignor has not released any Mortgagor, in whole or in part, except in connection with an assumption agreement, to the extent such approval was required. It is understood and agreed that the representations and warranties set forth in this Section 5 shall survive delivery of the respective Mortgage Files to the Trustee (or its 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, the Master Servicer 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 Agreement, and in no event later than two (2) Business Days from the date of such discovery. It is further understood and agreed that the Assignor shall be deemed not to have made the representations and warranties in this Section 5 with respect to, and to the extent ofBachelor Lake Option or the Option Agreement, representations or any part thereof, to any Person, nor entered into any agreement or granted any right to any person capable of becoming an assignment or right to an assignment of it's right, title and warranties made, as interest in and to the matters covered in this Section 5, by Bachelor Lake Option or the Servicer in the Servicing Agreement (or any officer’s certificate delivered pursuant thereto). It is understood and agreed that the Assignor has made no representations or warranties to the Assignee other than those contained in this Section 5, and no other affiliate of the Assignor has made any representations or warranties of any kind to the AssigneeOption Agreement.

Representations and Warranties of the Assignor. The Assignor hereby represents and warrants to the Assignee as follows: (a) A. The Assignor has been Company is duly organized and is organized, validly existing as a limited partnership and in good standing under the laws of the State jurisdiction of Delaware with its incorporation; B. The Company has full power and authority (corporate and other) to enter into execute, deliver and perform its obligations under the Servicing this Assignment Agreement and this has full power and authority to perform its obligations under the Sale and Servicing Agreement. (b) This Agreement has been duly executed and delivered . The execution by the Assignor, and, assuming due authorization, execution and delivery by each Company of this Assignment Agreement is in the ordinary course of the other parties heretoCompany’s business and will not conflict with, constitutes or result in a legalbreach of, valid, and binding agreement any of the Assignor, enforceable against it in accordance with its terms, subject to bankruptcy, insolvency, reorganization, moratoriumconditions or provisions of the Company’s charter or bylaws or any legal restriction, or other similar laws affecting creditors’ rights generally and any material agreement or instrument to general principles which the Company is now a party or by which it is bound, or result in the violation of equity regardless of whether enforcement any law, rule, regulation, order, judgment or decree to which the Company or its property is sought in a proceeding in equity or at law. (c) subject. The execution, delivery and performance by the Assignor Company of this Agreement and the consummation of the transactions contemplated thereby do not require the consent or approval of, the giving of notice to, the registration with, or the taking of any other action in respect of, any state, federal or other governmental authority or agency, except such as has been obtained, given, effected or taken prior to the date thereof. (d) The execution and delivery of this Assignment Agreement have been duly authorized by all necessary corporate action on the part of the Assignor; neither Company. This Assignment Agreement has been duly executed and delivered by the Company, and, upon the due authorization, execution and delivery by the Assignor of this Agreementand the Assignee, nor will constitute the consummation by the Assignor valid and legally binding obligation of the transactions therein contemplatedCompany, nor compliance enforceable against the Company in accordance with its terms except as enforceability may be limited by the Assignor with the provisions thereofbankruptcy, will conflict with reorganization, insolvency, moratorium or result other similar laws now or hereafter in effect relating to creditors’ rights generally, and by general principles of equity regardless of whether enforceability is considered in a breach proceeding in equity or at law; C. No consent, approval, order or authorization of, or constitute a default underdeclaration, filing or registration with, any governmental entity is required to be obtained or made by the Company in connection with the execution, delivery or performance by the Company of this Assignment Agreement; D. There is no action, suit, proceeding or investigation pending or threatened against the provisions of the governing documents of the Assignor or any law, governmental rule or regulation or any material judgment, decree or order binding on the Assignor or any of its properties, or any of the provisions of any material indenture, mortgage, deed of trust, contract or other instrument to which the Assignor is a party or by which it is bound. (e) There are no actions, suits or proceedings pending or, to the knowledge of the Assignor, threatenedCompany, before or by any court, administrative agencyagency or other tribunal, arbitrator which would draw into question the validity of this Assignment Agreement or governmental body (A) with respect to the Sale and Servicing Agreement, or which, either in any one instance or in the aggregate, would result in any material adverse change in the ability of the transactions contemplated by this Agreement or (B) with respect to any other matter that in the judgment of the Assignor will be determined adversely to the Assignor and will if determined adversely to the Assignor materially adversely affect its ability Company to perform its obligations under this Agreement. (f) With respect to each Mortgage Loan, except for the sale to the Assignee, the Assignor has not assigned or pledged any Mortgage Note Assignment Agreement or the related Mortgage or any interest or participation therein. (g) With respect to each Mortgage Loan, the Assignor has not satisfied, canceled, or subordinated in whole or in part, or rescinded the MortgageSale and Servicing Agreement, and the Assignor has not released the Mortgaged Property from the lien Company is solvent; and E. Pursuant to Section 15 of the MortgageSale and Servicing Agreement, in whole or in partthe Company hereby represents and warrants, nor has for the Assignor executed an instrument that would effect any such releasebenefit of the Assignor, cancellationthe Assignee and the Trust, subordination, or rescission. The Assignor has not released any Mortgagor, in whole or in part, except in connection with an assumption agreement, to the extent such approval was required. It is understood and agreed that the representations and warranties set forth in this Section 5 shall survive delivery 7.01 and Section 7.02 of the respective Mortgage Files to the Trustee (or its custodian) Sale and shall inure to the benefit Servicing Agreement are true and correct as of the Assignee date hereof as if such representations and its assigns notwithstanding any restrictive or qualified endorsement or assignment. Upon warranties were made on the discovery by the Assignor, the Master Servicer or the Assignee and its assigns of a breach of the foregoing date hereof unless otherwise specifically stated in such representations and warranties, the party discovering such breach shall give prompt written notice to the other parties to this Agreement, and in no event later than two (2) Business Days from the date of such discovery. It is further understood and agreed that the Assignor shall be deemed not to have made the representations and warranties in this Section 5 with respect to, and to the extent of, representations and warranties made, as to the matters covered in this Section 5, by the Servicer in the Servicing Agreement (or any officer’s certificate delivered pursuant thereto). It is understood and agreed that the Assignor has made no representations or warranties to the Assignee other than those contained in this Section 5, and no other affiliate of the Assignor has made any representations or warranties of any kind to the Assignee.

Representations and Warranties of the Assignor. The Assignor hereby warrants and represents and warrants to the Assignee and the Trustee as followsof date hereof, unless otherwise stated below that: (a) The Assignor has been duly organized and is validly existing as a limited partnership in good standing under the laws of the State of Delaware New York with full power and authority (corporate and other) to enter into and perform its obligations under the Servicing Agreement Agreements and this Agreement. (b) This Agreement has been duly executed and delivered by the Assignor, and, assuming due authorization, execution and delivery by each of the other parties hereto, constitutes a legal, valid, and binding agreement of the Assignor, enforceable against it in accordance with its terms, subject to bankruptcy, insolvency, reorganization, moratorium, moratorium or other similar laws affecting creditors’ rights generally and to general principles of equity regardless of whether enforcement is sought in a proceeding in equity or at law. (c) The execution, delivery and performance by the Assignor of this Agreement and the consummation of the transactions contemplated thereby hereby do not require the consent or approval of, the giving of notice to, the registration with, with or the taking of any other action in respect of, any state, federal or other governmental authority or agency, except such as has been obtained, given, effected or taken prior to the date thereofhereof. (d) The execution and delivery of this Agreement have been duly authorized by all necessary corporate action on the part of the Assignor; neither the execution and delivery by the Assignor of this Agreement, nor the consummation by the Assignor of the transactions therein herein contemplated, nor compliance by the Assignor with the provisions thereof, hereof will conflict with or result in a breach of, or constitute a default under, any of the provisions of the governing documents of the Assignor or any law, governmental rule or regulation or any material judgment, decree or order binding on the Assignor or any of its properties, or any of the provisions of any material indenture, mortgage, deed of trust, contract or other instrument to which the Assignor is a party or by which it is bound. (e) There are no actions, suits or proceedings pending or, to the knowledge of the Assignor, threatened, before or by any court, administrative agency, arbitrator or governmental body (Ai) with respect to any of the transactions contemplated by this Agreement or (Bii) with respect to any other matter that in the judgment of the Assignor will be determined adversely to the Assignor and will will, if determined adversely to the Assignor Assignor, materially adversely affect its ability to perform its obligations under this Agreement. (f) With respect The Assignor is the sole owner of record and holder of the Mortgage Loans and the indebtedness evidenced by each Mortgage Note. The Mortgage Loans are not assigned or pledged, and the Assignor has good, indefeasible and marketable title thereto, and has full right to transfer and sell the Mortgage Loans to the Assignee free and clear of any encumbrance, equity, participation interest, lien, pledge, charge, claim or security interest, and has full right and authority subject to no interest or participation of, or agreement with, any other party, to sell and assign each Mortgage Loan pursuant to this Agreement and following the sale of each Mortgage Loan, except for the sale Assignee will own such Mortgage Loan free and clear of any encumbrance, equity, participation interest, lien, pledge, charge, claim or security interest. The Assignor intends to relinquish all rights to possess, control and monitor the Assignee, the Assignor has not assigned or pledged any Mortgage Note or the related Mortgage or any interest or participation thereinLoan. (g) With respect to each Mortgage Loan, the The Assignor has not satisfiedwaived the performance by the Mortgagor of any action, canceled, or subordinated if the Mortgagor’s failure to perform such action would cause the Mortgage Loan to be in whole or in part, or rescinded the Mortgage, and the Assignor has not released the Mortgaged Property from the lien of the Mortgage, in whole or in partdefault, nor has the Assignor executed an instrument that would effect Company waived any default resulting from any action or inaction by the Mortgagor. (h) As of May 26, 2006, with respect to the Mortgage Loans, any and all requirements of any federal, state or local law including, without limitation, usury, truth-in-lending, real estate settlement procedures, consumer credit protection, equal credit opportunity and disclosure laws, all applicable predatory and abusive lending laws or unfair and deceptive practices laws applicable to the Mortgage Loan, including, without limitation, any provisions related to Prepayment Premiums, have been complied with, and the consummation of the transactions contemplated hereby will not involve the violation of any such releaselaws or regulations. All inspections, cancellationlicenses and certificates required to be made or issued with respect to all occupied portions of the Mortgaged Properties and, subordination, or rescission. The Assignor has not released any Mortgagor, in whole or in part, except in connection with an assumption agreement, respect to the extent such approval was required. It is understood use and agreed that the representations and warranties set forth in this Section 5 shall survive delivery occupancy of the respective same, including but not limited to certificates of occupancy and fire underwriting certificates, have been made or obtained from the appropriate authorities. (i) No Transferred Mortgage Files to Loan is a “High Cost Loan” or “Covered Loan,” as applicable, as such terms are defined in the Trustee then current Standard & Poor’s LEVELSâ Glossary. In addition, no Transferred Mortgage Loan is a “high-cost,” “high-cost home,” “covered,” “high-risk home,” or “predatory” loan under any applicable federal, state or local predatory or abusive lending law (or its custodian) and shall inure to the benefit of the Assignee and its assigns notwithstanding any restrictive a similarly classified loan using different terminology under a law imposing heightened regulatory scrutiny or qualified endorsement or assignment. Upon the discovery by the Assignoradditional legal liability for residential mortgage loans having high interest rates, the Master Servicer 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 Agreement, and in no event later than two (2) Business Days from the date of such discovery. It is further understood and agreed that the Assignor shall be deemed not to have made the representations and warranties in this Section 5 with respect to, and to the extent of, representations and warranties made, as to the matters covered in this Section 5, by the Servicer in the Servicing Agreement (or any officer’s certificate delivered pursuant theretopoints and/or fees). It is understood and agreed that the Assignor has made no representations or warranties to the Assignee other than those contained in this Section 5, and no other affiliate of Mortgage Loan originated on or after October 1, 2002 through March 6, 2003 is governed by the Assignor has made any representations or warranties of any kind to the AssigneeGeorgia Fair Lending Act.

Representations and Warranties of the Assignor. The Assignor hereby represents and warrants to the Assignee as follows: (a) The Assignor has been duly organized and is a validly existing as a limited partnership in good standing under the laws of the State of Delaware New York corporation with full corporate power and authority (corporate and other) to enter into and perform its obligations under the Servicing Agreement Assigned Agreements and this Assignment Agreement. (b) This Agreement has been duly executed and delivered by the Assignor, and, assuming due authorization, execution and delivery by each of the other parties hereto, constitutes a legal, valid, and binding agreement of the Assignor, enforceable against it in accordance with its terms, subject to bankruptcy, insolvency, reorganization, moratorium, or other similar laws affecting creditors’ ' rights generally and to general principles of equity regardless of whether enforcement is sought in a proceeding in equity or at law. (c) The execution, delivery and performance by the Assignor of this Agreement and the consummation of the transactions contemplated thereby do not require the consent or approval of, the giving of notice to, the registration with, or the taking of any other action in respect of, any state, federal or other governmental authority or agency, except such as has been obtained, given, effected or taken prior to the date thereof. (d) The execution and delivery of this Agreement have been duly authorized by all necessary corporate action on the part of the Assignor; neither the execution and delivery by the Assignor of this Agreement, nor the consummation by the Assignor of the transactions therein contemplated, nor compliance by the Assignor with the provisions thereof, will conflict with or result in a breach of, or constitute a default under, any of the provisions of the governing documents of the Assignor or any law, governmental rule or regulation or any material judgment, decree or order binding on the Assignor or any of its properties, or any of the provisions of any material indenture, mortgage, deed of trust, contract or other instrument to which the Assignor is a party or by which it is bound. (e) There are no actions, suits or proceedings pending or, to the knowledge of the Assignor, threatened, before or by any court, administrative agency, arbitrator or governmental body (A) with respect to any of the transactions contemplated by this Agreement or (B) with respect to any other matter that in the judgment of the Assignor will be determined adversely to the Assignor and will if determined adversely to the Assignor materially adversely affect its ability to perform its obligations under this Agreement. (f) With respect to each Mortgage Loan, except Except for the sale to the Assignee, the Assignor has not assigned or pledged any Mortgage Note or the related Mortgage or any interest or participation therein. (g) With respect to each Mortgage Loan, the The Assignor has not satisfied, canceled, or subordinated in whole or in part, or rescinded the Mortgage, and the Assignor has not released the Mortgaged Property from the lien of the Mortgage, in whole or in part, nor has the Assignor executed an instrument that would effect any such release, cancellation, subordination, or rescission. The Assignor has not released any Mortgagor, in whole or in part, except in connection with an assumption agreementagreement or other agreement approved by the related Federal Insurer, to the extent such approval was required. It is understood and agreed that the representations and warranties set forth in this Section 5 shall survive delivery of the respective Mortgage Files to the Trustee (or its custodian) 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, the Master Servicer 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 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 6 to repurchase 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 this Section 5. It is further understood and agreed that the Assignor shall be deemed not to have made the representations and warranties in this Section 5 with respect to, and to the extent of, representations and warranties made, as to the matters covered in this Section 5, by the Servicer in the Sale and Servicing Agreement (or any officer’s 's certificate delivered pursuant thereto). It is understood and agreed that the Assignor has made no representations or warranties to the Assignee other than those contained in this Section 5, and no other affiliate of the Assignor has made any representations or warranties of any kind to the Assignee.

Representations and Warranties of the Assignor. The Assignor hereby represents and warrants to the Assignee as follows: (a) The Assignor has been duly organized and is validly existing as a limited partnership corporation in good standing under the laws of the State of Delaware with full power and authority (corporate and other) to enter into and perform its obligations under the Servicing Agreement Flow SWSA, the Trade Confirmations and this Assignment Agreement. (b) This Assignment Agreement has been duly executed and delivered by the Assignor, and, and (assuming due authorization, execution and delivery by each of the other parties hereto, ) constitutes a legal, valid, and binding agreement of the Assignor, enforceable against it in accordance with its terms, subject to bankruptcy, insolvency, reorganization, moratorium, moratorium or other similar laws affecting creditors’ rights generally and to general principles of equity (regardless of whether enforcement is sought in a proceeding in equity or at law). (c) The execution, delivery and performance by the Assignor of this Assignment Agreement and the consummation of the transactions contemplated thereby hereby do not require the consent or approval of, the giving of notice to, the registration with, or the taking of any other action in respect of, any state, federal or other governmental authority or agency, except such as has been obtained, given, effected or taken prior to the date thereof. (d) The execution and delivery of this Assignment Agreement have been duly authorized by all necessary corporate action on the part of the Assignor; neither the execution and delivery by the Assignor of this Assignment Agreement, nor the consummation by the Assignor of the transactions therein herein contemplated, nor compliance by the Assignor with the provisions thereofhereof, will conflict with or result in a breach of, or constitute a default under, any of the provisions of the governing documents of the Assignor or any law, governmental rule or regulation or any material judgment, decree or order binding on the Assignor or any of its properties, or any of the provisions of any material indenture, mortgage, deed of trust, contract or other instrument to which the Assignor is a party or by which it is bound. (e) There are no actions, suits or proceedings pending or, to the knowledge of the Assignor, threatened, before or by any court, administrative agency, arbitrator or governmental body (Ai) with respect to any of the transactions contemplated by this Assignment Agreement or (Bii) with respect to any other matter that in the judgment of the Assignor will be determined adversely to the Assignor and will if determined adversely to the Assignor materially adversely affect its ability to perform its obligations under this Assignment Agreement. (f) With respect to each Mortgage Loan, except Except for the sale to the Assignee, the Assignor has not assigned or pledged any Mortgage Note or the related Mortgage or any interest or participation therein. (g) With respect to each Mortgage Loan, the The Assignor has not satisfied, canceled, or subordinated in whole or in part, or rescinded the Mortgage, and the Assignor has not released the Mortgaged Property from the lien of the Mortgage, in whole or in part, nor has the Assignor executed an instrument that would effect any such release, cancellation, subordination, or rescission. The Assignor has not released any Mortgagor, in whole or in part, except in connection with an assumption agreementagreement or other agreement approved by the related Federal Insurer, to the extent such approval was required. It is understood and agreed that . (h) With respect to each Mortgage Loan, the representations and warranties set forth contained in this Section 5 shall survive delivery 3.2 of the respective Mortgage Files Flow SWSA, to the Trustee extent they relate to matters arising on or after the related Closing Date (or its custodian) as defined in the Flow SWSA), are true and shall inure to the benefit correct as of the Assignee and its assigns notwithstanding any restrictive or qualified endorsement or assignment. Upon the discovery by the Assignor, the Master Servicer 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 Agreement, and in no event later than two (2) Business Days from the date of such discoverythis Assignment Agreement. It is further understood and agreed that the Assignor shall be deemed not to have made For purposes of making the representations and warranties contemplated in this paragraph, each reference in Section 5 3.2 of the Flow SWSA to (i) the “Cut-off Date” shall be deemed to be a reference to December 1, 2007, (ii) the “Mortgage Loan Schedule” and shall be deemed to be a reference to Exhibit 1 hereto and (iii) the “Closing Date” shall be deemed to be a reference to December 28, 2007. (i) Each Mortgage Loan, at the time it was originated, complied in all material respects with respect applicable local, state and federal laws, including, but not limited to, all applicable predatory and to abusive lending laws; and none of the extent ofMortgage Loans are “high-cost,” “high-cost home” or “covered” loans under any applicable federal, representations and warranties madestate or local predatory or abusive lending law. (j) No Mortgage Loan is a High Cost Loan or Covered Loan, as to applicable (as such terms are defined in the matters covered in then current Standard & Poor’s Glossary) and no Mortgage Loan originated on or after October 1, 2002 through March 6, 2003 is governed by the Georgia Fair Lending Act. For the purposes of this Section 5, by 5(j) the Servicer in the Servicing Agreement (or any officer’s certificate delivered pursuant thereto). It is understood and agreed that the Assignor has made no representations or warranties to the Assignee other than those contained in this Section 5, and no other affiliate of the Assignor has made any representations or warranties of any kind to the Assignee.following definitions shall apply:

Representations and Warranties of the Assignor. The Assignor hereby represents and warrants to the Assignee as follows: (a) The Assignor has been duly organized and is validly existing as a limited partnership in good standing under the laws of the State of Delaware New York with full power and authority (corporate and other) to enter into and perform its obligations under the Sale and Servicing Agreement and this Assignment Agreement. (b) This Assignment Agreement has been duly executed and delivered by the Assignor, and, assuming due authorization, execution and delivery by each of the other parties hereto, constitutes a legal, valid, and binding agreement of the Assignor, enforceable against it in accordance with its terms, subject to bankruptcy, insolvency, reorganization, moratorium, or other similar laws affecting creditors’ rights generally and to general principles of equity regardless of whether enforcement is sought in a proceeding in equity or at law. (c) The execution, delivery and performance by the Assignor of this Assignment Agreement and the consummation of the transactions contemplated thereby do not require the consent or approval of, the giving of notice to, the registration with, or the taking of any other action in respect of, any state, federal or other governmental authority or agency, except such as has been obtained, given, effected or taken prior to the date thereof. (d) The execution and delivery of this Assignment Agreement have been duly authorized by all necessary corporate action on the part of the Assignor; neither the execution and delivery by the Assignor of this Assignment Agreement, nor the consummation by the Assignor of the transactions therein contemplated, nor compliance by the Assignor with the provisions thereof, will conflict with or result in a breach of, or constitute a default under, any of the provisions of the governing documents of the Assignor or any law, governmental rule or regulation or any material judgment, decree or order binding on the Assignor or any of its properties, or any of the provisions of any material indenture, mortgage, deed of trust, contract or other instrument to which the Assignor is a party or by which it is bound. (e) There are no actions, suits or proceedings pending or, to the knowledge of the Assignor, threatened, before or by any court, administrative agency, arbitrator or governmental body (A) with respect to any of the transactions contemplated by this Assignment Agreement or (B) with respect to any other matter that in the judgment of the Assignor will be determined adversely to the Assignor and will if determined adversely to the Assignor materially adversely affect its ability to perform its obligations under this Assignment Agreement. (f) With respect to each Mortgage Loan, except Except for the sale to the Assignee, the Assignor has not assigned or pledged any Mortgage Note or the related Mortgage or any interest or participation therein. (g) With respect to each Mortgage Loan, the The Assignor has not satisfied, canceled, or subordinated in whole or in part, or rescinded the Mortgage, and the Assignor has not released the Mortgaged Property from the lien of the Mortgage, in whole or in part, nor has the Assignor executed an instrument that would effect any such release, cancellation, subordination, or rescission. The Assignor has not released any Mortgagor, in whole or in part, except in connection with an assumption agreementagreement or other agreement approved by the related Federal Insurer, to the extent such approval was required. (h) Any and all requirements of any federal, state or local law including, without limitation, usury, truth-in-lending, real estate settlement procedures, consumer credit protection, equal credit opportunity, predatory and abusive lending or disclosure laws applicable to the Mortgage Loans have been complied with. It All inspections, licenses and certificates required to be made or issued with respect to all occupied portions of the Mortgaged Properties and, with respect to the use and occupancy of the same, including but not limited to certificates of occupancy and fire underwriting certificates, have been made or obtained from the appropriate authorities. (i) No Mortgage Loan is understood a High Cost Loan or Covered Loan, as applicable (as such terms are defined in the then current Standard & Poor’s LEVELS® Glossary which is now Version 5.6c Revised, Appendix E) and agreed that no Mortgage Loan originated on or after October 1, 2002 through March 6, 2003 is governed by the representations and warranties set forth in Georgia Fair Lending Act. For the purposes of this Section 5 5(h) the following definitions shall survive delivery of the respective Mortgage Files to the Trustee (or its 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, the Master Servicer 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 Agreement, and in no event later than two (2) Business Days from the date of such discovery. It is further understood and agreed that the Assignor shall be deemed not to have made the representations and warranties in this Section 5 with respect to, and to the extent of, representations and warranties made, as to the matters covered in this Section 5, by the Servicer in the Servicing Agreement (or any officer’s certificate delivered pursuant thereto). It is understood and agreed that the Assignor has made no representations or warranties to the Assignee other than those contained in this Section 5, and no other affiliate of the Assignor has made any representations or warranties of any kind to the Assignee.apply:

Representations and Warranties of the Assignor. The Assignor hereby represents and warrants to the Assignee as follows: (a) The Assignor has been duly organized and is validly existing as a limited partnership in good standing under the laws of the State of Delaware New York with full power and authority (corporate and other) to enter into and perform its obligations under the Underlying Assignment Agreement, the Servicing Agreement Agreement, the Commitment Letters, and this Assignment Agreement. (b) This Assignment Agreement has been duly executed and delivered by the Assignor, and, assuming due authorization, execution and delivery by each of the other parties hereto, constitutes a legal, valid, and binding agreement of the Assignor, enforceable against it in accordance with its terms, subject to bankruptcy, insolvency, reorganization, moratorium, or other similar laws affecting creditors’ rights generally and to general principles of equity regardless of whether enforcement is sought in a proceeding in equity or at law. (c) The execution, delivery and performance by the Assignor of this Assignment Agreement and the consummation of the transactions contemplated thereby hereby do not require the consent or approval of, the giving of notice to, the registration with, or the taking of any other action in respect of, any state, federal or other governmental authority or agency, except such as has been obtained, given, effected or taken prior to the date thereofhereof. (d) The execution and delivery of this Assignment Agreement have been duly authorized by all necessary corporate partnership action on the part of the Assignor; neither the execution and delivery by the Assignor of this Assignment Agreement, nor the consummation by the Assignor of the transactions therein herein contemplated, nor compliance by the Assignor with the provisions thereofhereof, will conflict with or result in a breach of, or constitute a default under, any of the provisions of the governing documents of the Assignor or any law, governmental rule or regulation or any material judgment, decree or order binding on the Assignor or any of its properties, or any of the provisions of any material indenture, mortgage, deed of trust, contract or other instrument to which the Assignor is a party or by which it is bound. (e) There are no actions, suits or proceedings pending or, to the knowledge of the Assignor, threatened, before or by any court, administrative agency, arbitrator or governmental body (A) with respect to any of the transactions contemplated by this Assignment Agreement or (B) with respect to any other matter that in the judgment of the Assignor will be determined adversely to the Assignor and will if determined adversely to the Assignor materially adversely affect its ability to perform its obligations under this Assignment Agreement. (f) With respect to each Mortgage Loan, except Except for the sale to the Assignee, the Assignor has not assigned or pledged any Mortgage Note or the related Mortgage or any interest or participation therein. (g) With respect to each Mortgage Loan, the The Assignor has not satisfied, canceled, or subordinated in whole or in part, or rescinded the any Mortgage, and the Assignor has not released the any Mortgaged Property from the lien of the related Mortgage, in whole or in part, nor has the Assignor executed an instrument that would effect any such release, cancellation, subordination, or rescission. The Assignor has not released any Mortgagor, in whole or in part, except in connection with an assumption agreementagreement or other agreement approved by the related Federal Insurer, to the extent such approval was required. It is understood and agreed that . (h) With respect to the Mortgage Loans, the representations and warranties set forth contained in this Section 5 shall survive delivery 5(a) of Underlying Assignment Agreement and Section 3.2 of the respective Mortgage Files Servicing Agreement, as applicable, to the Trustee extent they relate to matters arising on or after the related Closing Date (or its custodian) and shall inure to as defined in the benefit of the Assignee and its assigns notwithstanding any restrictive or qualified endorsement or assignment. Upon the discovery by the Assignor, the Master Servicer Underlying Assignment Agreement 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 Sale Agreement, as applicable), are true and in no event later than two (2) Business Days from correct as of the date of such discoverythis Assignment Agreement. It is further understood and agreed that the Assignor shall be deemed not to have made For purposes of making the representations and warranties contemplated in this the foregoing sentence, each reference in Section 5 with respect to, 3.02 of the Sale and to the extent of, representations Servicing Agreement and warranties made, as to the matters covered in this Section 5, by the Servicer in 3.2 of the Servicing Agreement to (i) the “Cut-off Date” shall be deemed to be a reference to June 1, 2007, (ii) the “Mortgage Loan Schedule” shall be deemed to be a reference to Exhibit 1 hereto, as applicable, and (iii) the “Closing Date” shall be deemed to be a reference to June 29, 2007. (i) Each Mortgage Loan, at the time it was originated, complied in all material respects with applicable local, state and federal laws, including, but not limited to, all applicable predatory and abusive lending laws; and none of the Mortgage Loans are “high-cost,” “high-cost home” or “covered” loans under any officerapplicable federal, state or local predatory or abusive lending law. (j) No Mortgage Loan is a High Cost Loan or Covered Loan, as applicable (as such terms are defined in the then current Standard & Poor’s certificate delivered pursuant thereto)LEVELS® Glossary, Appendix E, in effect on June 1, 2007) and no Mortgage Loan originated on or after October 1, 2002 through March 6, 2003 is governed by the Georgia Fair Lending Act. It is understood and agreed that For the Assignor has made no representations or warranties to the Assignee other than those contained in purposes of this Section 5, and no other affiliate of 5(j) the Assignor has made any representations or warranties of any kind to the Assignee.following definitions shall apply:

Representations and Warranties of the Assignor. The Assignor hereby represents and warrants to each Assignee that the Assignee as follows:statements contained in this Section 7 are accurate and complete on the date of this Assignment Agreement. (a) The Assignor has been is a corporation duly organized and is organized, validly existing as a limited partnership and in good standing under the laws of the State jurisdiction of Delaware with full its organization. The Assignor has the requisite entity power and authority necessary to own or lease its properties and to carry on its businesses as currently conducted. There is no pending or threatened action, suit, arbitration, mediation, investigation or similar proceeding (corporate and otheran “Action”) to enter into and perform its obligations under for the Servicing Agreement and this Agreementdissolution, liquidation, insolvency or rehabilitation of the Assignor. (b) The Assignor has the relevant corporate power and authority necessary to execute and deliver this Agreement and to perform and consummate the transactions contemplated hereby (the “Transactions”). The Assignor has taken all action necessary to authorize its execution and delivery of this Assignment Agreement, the performance of its obligations hereunder and its consummation of the Transactions. This Assignment Agreement has been duly authorized, executed and delivered by the Assignor, and, assuming due authorization, execution Assignor and delivery by each of the other parties hereto, constitutes a legal, valid, and binding agreement of the Assignor, is enforceable against it the Assignor in accordance with its terms, except as such enforceability may be subject to the effects of bankruptcy, insolvency, reorganization, moratorium, moratorium or other similar laws relating to or affecting creditors’ the rights generally of creditors and to general principles of equity regardless of whether enforcement is sought in a proceeding in equity or at law(an “Enforceability Exception”). (c) The execution, delivery and performance by the Assignor of this Agreement execution and the consummation of the transactions contemplated thereby do not require the consent or approval of, the giving of notice to, the registration with, or the taking of any other action in respect of, any state, federal or other governmental authority or agency, except such as has been obtained, given, effected or taken prior to the date thereof. (d) The execution and delivery of this Agreement have been duly authorized by all necessary corporate action on the part of the Assignor; neither the execution and delivery by the Assignor of this Assignment Agreement, nor the consummation performance by the Assignor of its obligations hereunder and the transactions therein contemplated, nor compliance Agreements and the consummation of the Transactions by the Assignor with the provisions thereof, will conflict not (a) with or result in without notice or lapse of time, constitute or create a breach or violation of, or constitute a default under, any of the provisions of the governing documents of the Assignor or any law, governmental rule or regulation or any material judgment, decree or order binding on the Assignor or any of its properties, or any of the provisions of any material indenture, mortgage, deed of trustorder, contract or other instrument permit to which the Assignor is a party or by which it is bound. (e) There are no actions, suits bound or proceedings pending or, to the knowledge any provision of the Assignor’s organizational documents, threatened(b) require any consent, before approval, notification, waiver or other similar action (a “Consent”) under any contract or organizational document to which the Assignor is a party or by which it is bound or (c) require any courtpermit under any law or order, administrative agency, arbitrator other than notifications or governmental body (A) other filings with respect to any state or federal regulatory agencies after the Closing that are necessary or convenient and do not require approval of the transactions contemplated by this Agreement or (B) with respect agency as a condition to any other matter that in the judgment validity of the Assignor will be determined adversely to the Assignor and will if determined adversely to the Assignor materially adversely affect its ability to perform its obligations under this AgreementTransactions. (f) With respect to each Mortgage Loan, except for the sale to the Assignee, the Assignor has not assigned or pledged any Mortgage Note or the related Mortgage or any interest or participation therein. (g) With respect to each Mortgage Loan, the Assignor has not satisfied, canceled, or subordinated in whole or in part, or rescinded the Mortgage, and the Assignor has not released the Mortgaged Property from the lien of the Mortgage, in whole or in part, nor has the Assignor executed an instrument that would effect any such release, cancellation, subordination, or rescission. The Assignor has not released any Mortgagor, in whole or in part, except in connection with an assumption agreement, to the extent such approval was required. It is understood and agreed that the representations and warranties set forth in this Section 5 shall survive delivery of the respective Mortgage Files to the Trustee (or its 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, the Master Servicer 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 Agreement, and in no event later than two (2) Business Days from the date of such discovery. It is further understood and agreed that the Assignor shall be deemed not to have made the representations and warranties in this Section 5 with respect to, and to the extent of, representations and warranties made, as to the matters covered in this Section 5, by the Servicer in the Servicing Agreement (or any officer’s certificate delivered pursuant thereto). It is understood and agreed that the Assignor has made no representations or warranties to the Assignee other than those contained in this Section 5, and no other affiliate of the Assignor has made any representations or warranties of any kind to the Assignee.

Representations and Warranties of the Assignor. The Assignor hereby warrants and represents and warrants to the Assignee and the Trustee as followsof date hereof, unless otherwise stated below that: (a) The Assignor has been duly organized and is validly existing as a limited partnership in good standing under the laws of the State of Delaware New York with full power and authority (corporate and other) to enter into and perform its obligations under the Servicing Agreement Agreements and this Agreement. (b) This Agreement has been duly executed and delivered by the Assignor, and, assuming due authorization, execution and delivery by each of the other parties hereto, constitutes a legal, valid, and binding agreement of the Assignor, enforceable against it in accordance with its terms, subject to bankruptcy, insolvency, reorganization, moratorium, moratorium or other similar laws affecting creditors’ rights generally and to general principles of equity regardless of whether enforcement is sought in a proceeding in equity or at law. (c) The execution, delivery and performance by the Assignor of this Agreement and the consummation of the transactions contemplated thereby hereby do not require the consent or approval of, the giving of notice to, the registration with, with or the taking of any other action in respect of, any state, federal or other governmental authority or agency, except such as has been obtained, given, effected or taken prior to the date thereofhereof. (d) The execution and delivery of this Agreement have been duly authorized by all necessary corporate action on the part of the Assignor; neither the execution and delivery by the Assignor of this Agreement, nor the consummation by the Assignor of the transactions therein herein contemplated, nor compliance by the Assignor with the provisions thereof, hereof will conflict with or result in a breach of, or constitute a default under, any of the provisions of the governing documents of the Assignor or any law, governmental rule or regulation or any material judgment, decree or order binding on the Assignor or any of its properties, or any of the provisions of any material indenture, mortgage, deed of trust, contract or other instrument to which the Assignor is a party or by which it is bound. (e) There are no actions, suits or proceedings pending or, to the knowledge of the Assignor, threatened, before or by any court, administrative agency, arbitrator or governmental body (Ai) with respect to any of the transactions contemplated by this Agreement or (Bii) with respect to any other matter that in the judgment of the Assignor will be determined adversely to the Assignor and will will, if determined adversely to the Assignor Assignor, materially adversely affect its ability to perform its obligations under this Agreement. (f) With respect The Assignor is the sole owner of record and holder of the Mortgage Loans and the indebtedness evidenced by each Mortgage Note. The Mortgage Loans are not assigned or pledged, and the Assignor has good, indefeasible and marketable title thereto, and has full right to transfer and sell the Mortgage Loans to the Assignee free and clear of any encumbrance, equity, participation interest, lien, pledge, charge, claim or security interest, and has full right and authority subject to no interest or participation of, or agreement with, any other party, to sell and assign each Mortgage Loan pursuant to this Agreement and following the sale of each Mortgage Loan, except for the sale Assignee will own such Mortgage Loan free and clear of any encumbrance, equity, participation interest, lien, pledge, charge, claim or security interest. The Assignor intends to relinquish all rights to possess, control and monitor the Assignee, the Assignor has not assigned or pledged any Mortgage Note or the related Mortgage or any interest or participation thereinLoan. (g) With respect to each Mortgage Loan, the The Assignor has not satisfiedwaived the performance by the Mortgagor of any action, canceled, or subordinated if the Mortgagor’s failure to perform such action would cause the Mortgage Loan to be in whole or in part, or rescinded the Mortgage, and the Assignor has not released the Mortgaged Property from the lien of the Mortgage, in whole or in partdefault, nor has the Assignor executed an instrument that would effect Company waived any default resulting from any action or inaction by the Mortgagor. (h) As of August 25, 2006, with respect to the Mortgage Loans, any and all requirements of any federal, state or local law including, without limitation, usury, truth-in-lending, real estate settlement procedures, consumer credit protection, equal credit opportunity and disclosure laws, all applicable predatory and abusive lending laws or unfair and deceptive practices laws applicable to the Mortgage Loan, including, without limitation, any provisions related to Prepayment Premiums, have been complied with, and the consummation of the transactions contemplated hereby will not involve the violation of any such releaselaws or regulations. All inspections, cancellationlicenses and certificates required to be made or issued with respect to all occupied portions of the Mortgaged Properties and, subordination, or rescission. The Assignor has not released any Mortgagor, in whole or in part, except in connection with an assumption agreement, respect to the extent such approval was required. It is understood use and agreed that the representations and warranties set forth in this Section 5 shall survive delivery occupancy of the respective same, including but not limited to certificates of occupancy and fire underwriting certificates, have been made or obtained from the appropriate authorities. (i) No Transferred Mortgage Files to Loan is a “High Cost Loan” or “Covered Loan,” as applicable, as such terms are defined in the Trustee then current Standard & Poor’s LEVELSâ Glossary. In addition, no Transferred Mortgage Loan is a “high-cost,” “high-cost home,” “covered,” “high-risk home,” or “predatory” loan under any applicable federal, state or local predatory or abusive lending law (or its custodian) and shall inure to the benefit of the Assignee and its assigns notwithstanding any restrictive a similarly classified loan using different terminology under a law imposing heightened regulatory scrutiny or qualified endorsement or assignment. Upon the discovery by the Assignoradditional legal liability for residential mortgage loans having high interest rates, the Master Servicer 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 Agreement, and in no event later than two (2) Business Days from the date of such discovery. It is further understood and agreed that the Assignor shall be deemed not to have made the representations and warranties in this Section 5 with respect to, and to the extent of, representations and warranties made, as to the matters covered in this Section 5, by the Servicer in the Servicing Agreement (or any officer’s certificate delivered pursuant theretopoints and/or fees). It is understood and agreed that the Assignor has made no representations or warranties to the Assignee other than those contained in this Section 5, and no other affiliate of Mortgage Loan originated on or after October 1, 2002 through March 6, 2003 is governed by the Assignor has made any representations or warranties of any kind to the AssigneeGeorgia Fair Lending Act.

Representations and Warranties of the Assignor. The Assignor hereby represents and warrants to the Assignee as follows: (a) The Assignor has been is a federal savings bank duly organized and is organized, validly existing as a limited partnership and in good standing under the laws of the State United States of Delaware with America and has full power and authority (corporate to own its property, to carry on its business as presently conducted and other) to enter into and perform its obligations under the each Sale/Servicing Agreement and this Assignment Agreement. (b) . This Assignment Agreement has been duly executed and delivered by the Assignor, and, Assignor and (assuming due authorization, execution and delivery by each of the other parties hereto, ) constitutes a legal, valid, valid and binding agreement of the Assignor, enforceable against it the Assignor in accordance with its terms, subject to (i) bankruptcy, insolvency, reorganization, moratorium, moratorium or other similar laws affecting creditors’ rights generally and to generally, (ii) general principles of equity (regardless of whether enforcement is sought in a proceeding in equity or at law. ) and (ciii) any notice, order, directive or similar action by a federal banking regulatory authority that prohibits or enjoins performance of the Assignment Agreement by the Assignee. The execution, delivery and performance by the Assignor of this Assignment Agreement and the consummation of the transactions contemplated thereby hereby do not require the consent or approval of, the giving of notice to, the registration with, or the taking of any other action in respect of, any state, federal or other governmental authority or agency, except such as has been obtained, given, effected or taken prior to the date thereof. (d) hereof. The execution and delivery of this Assignment Agreement have been duly authorized by all necessary corporate action on the part of the Assignor; neither the execution and delivery by the Assignor of this Assignment Agreement, nor the consummation by the Assignor of the transactions therein herein contemplated, nor compliance by the Assignor with the provisions thereofhereof, will conflict with or result in a breach of, or constitute a default under, any of the provisions of the governing documents charter or bylaws of the Assignor or any law, governmental rule or regulation or any material judgment, decree or order binding on the Assignor or any of its propertiesproperty, or any of the provisions of any material indenture, mortgage, deed of trust, contract or other instrument to which the Assignor is a party or by which it is bound. (e) . There are no actions, suits or proceedings pending or, to the knowledge of the Assignor, threatened, before or by any court, administrative agency, arbitrator or governmental body (A) with respect to any of the transactions contemplated by this Assignment Agreement or (B) with respect to any other matter that in the judgment of the Assignor will be determined adversely to the Assignor and will and, if determined adversely to the Assignor Assignor, will materially and adversely affect its ability to perform its obligations under this Assignment Agreement. (f) With respect to each Mortgage Loan, except for the sale to the Assignee, the Assignor has not assigned or pledged any Mortgage Note or the related Mortgage or any interest or participation therein. (g) With respect to each Mortgage Loan, the Assignor has not satisfied, canceled, or subordinated in whole or in part, or rescinded the Mortgage, and the Assignor has not released the Mortgaged Property from the lien of the Mortgage, in whole or in part, nor has the Assignor executed an instrument that would effect any such release, cancellation, subordination, or rescission. The Assignor has not released any Mortgagor, in whole or in part, except in connection with an assumption agreement, to the extent such approval was required. It is understood and agreed that the representations and warranties set forth in this Section 5 shall survive delivery of the respective Mortgage Files to the Trustee (or its custodian) each 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, the Master Servicer 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 Agreement, and in no event later than two (2) Business Days from the date of such discovery. It is further understood and agreed that the Assignor shall be deemed not to have made the representations and warranties in this Section 5 with respect to, and to the extent of, representations and warranties made, as to the matters covered in this Section 5, by the Servicer in the Servicing Agreement (or any officer’s certificate delivered pursuant thereto). It is understood and agreed that the Assignor has made no representations or warranties to the Assignee other than those contained in this Section 5, and no other affiliate of the Assignor has made any representations or warranties of any kind to the Assigneeherein.

Representations and Warranties of the Assignor. The Assignor hereby represents and warrants to the Assignee as follows: (a) The Assignor has been duly organized and is validly existing as a limited partnership corporation in good standing under the laws of the State of Delaware with full power and authority (corporate and other) to enter into and perform its obligations under the Sale and Servicing Agreement and this Assignment Agreement. (b) This Assignment Agreement has been duly executed and delivered by the Assignor, and, assuming due authorization, execution and delivery by each of the other parties hereto, constitutes a legal, valid, and binding agreement of the Assignor, enforceable against it in accordance with its terms, subject to bankruptcy, insolvency, reorganization, moratorium, or other similar laws affecting creditors’ rights generally and to general principles of equity regardless of whether enforcement is sought in a proceeding in equity or at law. (c) The execution, delivery and performance by the Assignor of this Assignment Agreement and the consummation of the transactions contemplated thereby do not require the consent or approval of, the giving of notice to, the registration with, or the taking of any other action in respect of, any state, federal or other governmental authority or agency, except such as has been obtained, given, effected or taken prior to the date thereof. (d) The execution and delivery of this Assignment Agreement have been duly authorized by all necessary corporate action on the part of the Assignor; neither the execution and delivery by the Assignor of this Assignment Agreement, nor the consummation by the Assignor of the transactions therein contemplated, nor compliance by the Assignor with the provisions thereof, will conflict with or result in a breach of, or constitute a default under, any of the provisions of the governing documents of the Assignor or any law, governmental rule or regulation or any material judgment, decree or order binding on the Assignor or any of its properties, or any of the provisions of any material indenture, mortgage, deed of trust, contract or other instrument to which the Assignor is a party or by which it is bound. (e) There are no actions, suits or proceedings pending or, to the knowledge of the Assignor, threatened, before or by any court, administrative agency, arbitrator or governmental body (A) with respect to any of the transactions contemplated by this Assignment Agreement or (B) with respect to any other matter that in the judgment of the Assignor will be determined adversely to the Assignor and will if determined adversely to the Assignor materially adversely affect its ability to perform its obligations under this Assignment Agreement. (f) With respect to each Mortgage Loan, except Except for the sale to the Assignee, the Assignor has not assigned or pledged any Mortgage Note or the related Mortgage or any interest or participation therein. (g) With respect to each Mortgage Loan, the The Assignor has not satisfied, canceled, or subordinated in whole or in part, or rescinded the Mortgage, and the Assignor has not released the Mortgaged Property from the lien of the Mortgage, in whole or in part, nor has the Assignor executed an instrument that would effect any such release, cancellation, subordination, or rescission. The Assignor has not released any Mortgagor, in whole or in part, except in connection with an assumption agreementagreement or other agreement approved by the related federal insurer, to the extent such approval was required. (h) Any and all requirements of any federal, state or local law including, without limitation, usury, truth-in-lending, real estate settlement procedures, consumer credit protection, equal credit opportunity, predatory and abusive lending or disclosure laws applicable to the Mortgage Loans have been complied with. All inspections, licenses and certificates required to be made or issued with respect to all occupied portions of the Mortgaged Properties and, with respect to the use and occupancy of the same, including but not limited to certificates of occupancy and fire underwriting certificates, have been made or obtained from the appropriate authorities. (i) With respect to each Assigned Mortgage Loan, the representations and warranties contained in Section 3.02 of the Sale and Servicing Agreement, to the extent they relate to matters arising on or after April 28, 2006, are true and correct as of the date of this Assignment Agreement. (j) No Transferred Mortgage Loan is a “High Cost Loan” or “Covered Loan,” as applicable, as such terms are defined in the then current Standard & Poor’s LEVELSâ Glossary. In addition, no Transferred Mortgage Loan is a “high-cost,” “high-cost home,” “covered,” “high-risk home,” or “predatory” loan under any applicable federal, state or local predatory or abusive lending law (or a similarly classified loan using different terminology under a law imposing heightened regulatory scrutiny or additional legal liability for residential mortgage loans having high interest rates, points and/or fees). It is understood and agreed that the representations and warranties set forth in this Section 5 shall survive delivery of the respective Mortgage Files to the Trustee (or its custodian) 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, the Master Servicer 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 6 to repurchase an Assigned 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 this Section 5. It is further understood and agreed that the Assignor shall be deemed not to have made the representations and warranties in this Section 5 with respect to, and to the extent of, representations and warranties made, as to the matters covered in this Section 5, by the Servicer in the Sale and Servicing Agreement (or any officer’s certificate delivered pursuant thereto). It is understood and agreed that the Assignor has made no representations or warranties to the Assignee other than those contained in this Section 5, and no other affiliate of the Assignor has made any representations or warranties of any kind to the Assignee.

Representations and Warranties of the Assignor. The Assignor hereby represents makes the following representations and warrants warranties to the Assignee as followsof the Effective Date: (a) a. The Assignor has been is a corporation duly organized and is organized, validly existing as a limited partnership and in good standing under the laws of the State state of Delaware with Nevada. The Assignor has full corporate power and authority (corporate and other) to enter into this Agreement and perform the documents to be delivered hereunder, to carry out its obligations under hereunder and to consummate the Servicing transactions contemplated hereby. The execution, delivery and performance by the Assignor of this Agreement and this Agreement. (b) the documents to be delivered hereunder and the consummation of the transactions contemplated hereby have been duly authorized by all requisite corporate action on the part of the Assignor. This Agreement has and the documents to be delivered hereunder have been duly executed and delivered by the Assignor, and, and (assuming due authorization, execution and delivery by each of the other parties hereto, constitutes a Assignee) this Agreement and the documents to be delivered hereunder constitute legal, valid, valid and binding agreement obligations of the Assignor, enforceable against it the Assignor in accordance with its their respective terms. b. The execution, subject delivery and performance by the Assignor of this Agreement and the documents to bankruptcybe delivered hereunder, insolvencyand the consummation of the transactions contemplated hereby, reorganization, moratorium, do not and will not: (a) violate or conflict with the certificate of limited partnership or other similar laws affecting creditors’ rights generally and organizational documents of the Assignor; (b) violate or conflict with any judgment, order, decree, statute, law, ordinance, rule or regulation applicable to general principles of equity regardless of whether enforcement is sought in a proceeding in equity the Assignor; or at law. (c) The conflict with, or result in (with or without notice or lapse of time or both) any violation of, or default under, or give rise to a right of termination, acceleration or modification of any obligation or loss of any benefit under any contract or other instrument to which the Assignor is a party. Except for the consent of Xxxxxxxxx Xxxxxx, no consent, approval, waiver or authorization is required to be obtained by the Assignor from any person or entity (including any governmental authority) in connection with the execution, delivery and performance by the Assignor of this Agreement and the consummation of the transactions contemplated thereby do hereby. c. Assignor is not require the consent or approval in default under, in breach of, or in receipt of any claim of default or breach under, the Note or the GEAL Agreement. No event has occurred which with the passage of time or the giving of notice to, the registration with, or the taking of any other action in respect of, any state, federal or other governmental authority or agency, except such as has been obtained, given, effected or taken prior to the date thereof. (d) The execution and delivery of this Agreement have been duly authorized by all necessary corporate action on the part of the Assignor; neither the execution and delivery by the Assignor of this Agreement, nor the consummation by the Assignor of the transactions therein contemplated, nor compliance by the Assignor with the provisions thereof, will conflict with or both would result in a default or breach ofby Assignor under the Note or the GEAL Agreement and, to the knowledge of Assignor, no breach or constitute a default under, any of cancellation exists and there is no threatened breach or cancellation by Payee under the provisions of the governing documents of the Assignor or any law, governmental rule or regulation or any material judgment, decree or order binding on the Assignor or any of its properties, or any of the provisions of any material indenture, mortgage, deed of trust, contract or other instrument to which the Assignor is a party or by which it is boundNote. (e) d. There are no actions, suits suits, proceedings or proceedings governmental investigations relating to Assignor, the Note or the GEAL Agreement pending or, to the knowledge of the Assignor, threatened, before or by any courtorder, administrative agencyinjunction, arbitrator award or governmental body (A) with respect to any of the transactions contemplated by this Agreement decree outstanding, against Assignor or (B) with respect to any other matter that in the judgment of the Assignor will be determined adversely against or relating to the Assignor and will if determined adversely to the Assignor materially adversely affect its ability to perform its obligations under this Agreement. (f) With respect to each Mortgage Loan, except for the sale to the Assignee, the Assignor has not assigned or pledged any Mortgage Note or the related Mortgage or GEAL Agreement. Assignor is not in violation of any interest or participation therein. (g) With respect to each Mortgage Loanlaw, the Assignor has not satisfiedregulation, canceledordinance, order, injunction, decree, award, or subordinated in whole other requirement of any governmental or in partother regulatory body, court or rescinded the Mortgage, and the Assignor has not released the Mortgaged Property from the lien of the Mortgage, in whole or in part, nor has the Assignor executed an instrument that would effect any such release, cancellation, subordination, or rescission. The Assignor has not released any Mortgagor, in whole or in part, except in connection with an assumption agreement, arbitrator relating to the extent such approval was required. It is understood and agreed that the representations and warranties set forth in this Section 5 shall survive delivery of the respective Mortgage Files to the Trustee (or its 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, the Master Servicer Note 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 GEAL Agreement, and in no event later than two (2) Business Days from the date of such discovery. It is further understood and agreed that the Assignor shall be deemed not to have made the representations and warranties in this Section 5 with respect to, and to the extent of, representations and warranties made, as to the matters covered in this Section 5, by the Servicer in the Servicing Agreement (or any officer’s certificate delivered pursuant thereto). It is understood and agreed that the Assignor has made no representations or warranties to the Assignee other than those contained in this Section 5, and no other affiliate of the Assignor has made any representations or warranties of any kind to the Assignee.

Representations and Warranties of the Assignor. The Assignor hereby represents and warrants to the Assignee as follows: (a) The Assignor has been duly organized and is validly existing as a limited partnership in good standing under the laws of the State of Delaware New York with full power and authority (corporate and other) to enter into and perform its obligations under the Servicing Agreement Flow SWSA, the Trade Confirmations and this Assignment Agreement. (b) This Assignment Agreement has been duly executed and delivered by the Assignor, and, assuming due authorization, execution and delivery by each of the other parties hereto, constitutes a legal, valid, and binding agreement of the Assignor, enforceable against it in accordance with its terms, subject to bankruptcy, insolvency, reorganization, moratorium, or other similar laws affecting creditors’ rights generally and to general principles of equity regardless of whether enforcement is sought in a proceeding in equity or at law. (c) The execution, delivery and performance by the Assignor of this Assignment Agreement and the consummation of the transactions contemplated thereby hereby do not require the consent or approval of, the giving of notice to, the registration with, or the taking of any other action in respect of, any state, federal or other governmental authority or agency, except such as has been obtained, given, effected or taken prior to the date thereof. (d) The execution and delivery of this Assignment Agreement have been duly authorized by all necessary corporate partnership action on the part of the Assignor; neither the execution and delivery by the Assignor of this Assignment Agreement, nor the consummation by the Assignor of the transactions therein herein contemplated, nor compliance by the Assignor with the provisions thereofhereof, will conflict with or result in a breach of, or constitute a default under, any of the provisions of the governing documents of the Assignor or any law, governmental rule or regulation or any material judgment, decree or order binding on the Assignor or any of its properties, or any of the provisions of any material indenture, mortgage, deed of trust, contract or other instrument to which the Assignor is a party or by which it is bound. (e) There are no actions, suits or proceedings pending or, to the knowledge of the Assignor, threatened, before or by any court, administrative agency, arbitrator or governmental body (A) with respect to any of the transactions contemplated by this Assignment Agreement or (B) with respect to any other matter that in the judgment of the Assignor will be determined adversely to the Assignor and will if determined adversely to the Assignor materially adversely affect its ability to perform its obligations under this Assignment Agreement. (f) With respect to each Mortgage Loan, except Except for the sale to the Assignee, the Assignor has not assigned or pledged any Mortgage Note or the related Mortgage or any interest or participation therein. (g) With respect to each Mortgage Loan, the The Assignor has not satisfied, canceled, or subordinated in whole or in part, or rescinded the Mortgage, and the Assignor has not released the Mortgaged Property from the lien of the Mortgage, in whole or in part, nor has the Assignor executed an instrument that would effect any such release, cancellation, subordination, or rescission. The Assignor has not released any Mortgagor, in whole or in part, except in connection with an assumption agreementagreement or other agreement approved by the related federal insurer, to the extent such approval was required. (h) With respect to each Mortgage Loan, the representations and warranties contained in Section 3.2 of the Flow SWSA, to the extent they relate to matters arising on or after the related Closing Date (as defined in the Flow SWSA), are true and correct as of the date of this Assignment Agreement. For purposes of making the representations and warranties contemplated in the this paragraph, each reference in Section 3.2 of the Flow SWSA to (i) the “Cut-off Date” shall be deemed to be a reference to June 1, 2007, (ii) the “Mortgage Loan Schedule” and shall be deemed to be a reference to Exhibit 1 hereto and (iii) the “Closing Date” shall be deemed to be a reference to June 29, 2007. It is understood and agreed that the representations and warranties set forth in this Section 5 shall survive delivery of the respective Mortgage Files to the Trustee (or its custodian) 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, the Master Servicer 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 6 below to repurchase 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 this Section 5. It is further understood and agreed that the Assignor shall be deemed not to have made the representations and warranties in this Section 5 with respect to, and to the extent of, representations and warranties made, as to the matters covered in this Section 5, by the Servicer in the Servicing Agreement Flow SWSA (or any officer’s certificate delivered pursuant thereto). It is understood and agreed that the Assignor has made no representations or warranties to the Assignee other than those contained in this Section 5, and no other affiliate of the Assignor has made any representations or warranties of any kind to the Assignee.

Representations and Warranties of the Assignor. The Assignor hereby represents and warrants to the Assignee as follows: (a) The Assignor has been duly organized and is validly existing as a limited partnership in good standing under the laws of the State of Delaware New York with full power and authority (corporate and other) to enter into and perform its obligations under the Sale and Servicing Agreement Agreement, the Commitment Letter and this Assignment Agreement. (b) This Assignment Agreement has been duly executed and delivered by the Assignor, and, assuming due authorization, execution and delivery by each of the other parties hereto, constitutes a legal, valid, and binding agreement of the Assignor, enforceable against it in accordance with its terms, subject to bankruptcy, insolvency, reorganization, moratorium, or other similar laws affecting creditors’ rights generally and to general principles of equity regardless of whether enforcement is sought in a proceeding in equity or at law. (c) The execution, delivery and performance by the Assignor of this Assignment Agreement and the consummation of the transactions contemplated thereby hereby do not require the consent or approval of, the giving of notice to, the registration with, or the taking of any other action in respect of, any state, federal or other governmental authority or agency, except such as has been obtained, given, effected or taken prior to the date thereofhereof. (d) The execution and delivery of this Assignment Agreement have been duly authorized by all necessary corporate action on the part of the Assignor; neither the execution and delivery by the Assignor of this Assignment Agreement, nor the consummation by the Assignor of the transactions therein herein contemplated, nor compliance by the Assignor with the provisions thereofhereof, will conflict with or result in a breach of, or constitute a default under, any of the provisions of the governing documents of the Assignor or any law, governmental rule or regulation or any material judgment, decree or order binding on the Assignor or any of its properties, or any of the provisions of any material indenture, mortgage, deed of trust, contract or other instrument to which the Assignor is a party or by which it is bound. (e) There are no actions, suits or proceedings pending or, to the knowledge of the Assignor, threatened, before or by any court, administrative agency, arbitrator or governmental body (A) with respect to any of the transactions contemplated by this Assignment Agreement or (B) with respect to any other matter that in the judgment of the Assignor will be determined adversely to the Assignor and will and, if determined adversely to the Assignor Assignor, will materially and adversely affect its ability to perform its obligations under this Assignment Agreement. (f) With respect to each Mortgage Loan, except Except for the sale to the Assignee, the Assignor has not assigned or pledged any Mortgage Note related to any Assigned Mortgage Loan or the related Mortgage or any interest or participation therein. (g) With respect to each Mortgage Loan, the The Assignor has not satisfied, canceled, or subordinated in whole or in part, or rescinded the MortgageMortgage related to any Assigned Mortgage Loan, and the Assignor has not released the Mortgaged Property from the lien of the MortgageMortgage related to any Assigned Mortgage Loan, in whole or in part, nor has the Assignor executed an instrument that would effect any such release, cancellation, subordination, or rescission. The Assignor has not released any Mortgagor, in whole or in part, except in connection with an assumption agreement, to the extent such approval was required. It is understood and agreed that the representations and warranties set forth in this Section 5 shall survive delivery of the respective Mortgage Files to the Trustee (or its 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, the Master Servicer 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 Agreement, and in no event later than two (2) Business Days from the date of such discovery. It is further understood and agreed that the Assignor shall be deemed not to have made the representations and warranties in this Section 5 with respect to, and to the extent of, representations and warranties made, as to the matters covered in this Section 5, by the Servicer in the Servicing Agreement (or any officer’s certificate delivered pursuant thereto). It is understood and agreed that the Assignor has made no representations or warranties to the Assignee other than those contained in this Section 5, and no other affiliate of the Assignor has made any representations or warranties of any kind to the Assignee.

Representations and Warranties of the Assignor. The Assignor hereby warrants and represents and warrants to the Assignee and the Trustee as followsof date hereof, unless otherwise stated below that: (a) The Assignor has been duly organized and is validly existing as a limited partnership in good standing under the laws of the State of Delaware New York with full power and authority (corporate and other) to enter into and perform its obligations under the Servicing Agreement Agreements and this Agreement. (b) This Agreement has been duly executed and delivered by the Assignor, and, assuming due authorization, execution and delivery by each of the other parties hereto, constitutes a legal, valid, and binding agreement of the Assignor, enforceable against it in accordance with its terms, subject to bankruptcy, insolvency, reorganization, moratorium, moratorium or other similar laws affecting creditors’ rights generally and to general principles of equity regardless of whether enforcement is sought in a proceeding in equity or at law. (c) The execution, delivery and performance by the Assignor of this Agreement and the consummation of the transactions contemplated thereby hereby do not require the consent or approval of, the giving of notice to, the registration with, with or the taking of any other action in respect of, any state, federal or other governmental authority or agency, except such as has been obtained, given, effected or taken prior to the date thereofhereof. (d) The execution and delivery of this Agreement have been duly authorized by all necessary corporate action on the part of the Assignor; neither the execution and delivery by the Assignor of this Agreement, nor the consummation by the Assignor of the transactions therein herein contemplated, nor compliance by the Assignor with the provisions thereof, hereof will conflict with or result in a breach of, or constitute a default under, any of the provisions of the governing documents of the Assignor or any law, governmental rule or regulation or any material judgment, decree or order binding on the Assignor or any of its properties, or any of the provisions of any material indenture, mortgage, deed of trust, contract or other instrument to which the Assignor is a party or by which it is bound. (e) There are no actions, suits or proceedings pending or, to the knowledge of the Assignor, threatened, before or by any court, administrative agency, arbitrator or governmental body (Ai) with respect to any of the transactions contemplated by this Agreement or (Bii) with respect to any other matter that in the judgment of the Assignor will be determined adversely to the Assignor and will will, if determined adversely to the Assignor Assignor, materially adversely affect its ability to perform its obligations under this Agreement. (f) With respect The Assignor is the sole owner of record and holder of the Conduit Mortgage Loans and the indebtedness evidenced by each Mortgage Note. The Conduit Mortgage Loans are not assigned or pledged, and the Assignor has good, indefeasible and marketable title thereto, and has full right to transfer and sell the Conduit Mortgage Loans to the Assignee free and clear of any encumbrance, equity, participation interest, lien, pledge, charge, claim or security interest, and has full right and authority subject to no interest or participation of, or agreement with, any other party, to sell and assign each Conduit Mortgage Loan pursuant to this Agreement and following the sale of each Conduit Mortgage Loan, except for the sale Assignee will own such Conduit Mortgage Loan free and clear of any encumbrance, equity, participation interest, lien, pledge, charge, claim or security interest. The Assignor intends to relinquish all rights to possess, control and monitor the Assignee, the Assignor has not assigned or pledged any Conduit Mortgage Note or the related Mortgage or any interest or participation thereinLoans. (g) With respect to each Mortgage Loan, the The Assignor has not satisfiedwaived the performance by the Mortgagor of any action, canceled, or subordinated if the Mortgagor’s failure to perform such action would cause the Conduit Mortgage Loan to be in whole or in part, or rescinded the Mortgage, and the Assignor has not released the Mortgaged Property from the lien of the Mortgage, in whole or in partdefault, nor has the Assignor executed an instrument that would effect Company waived any default resulting from any action or inaction by the Mortgagor. (h) Each Conduit Mortgage Loan, at the time it was originated, complied in all material respects with applicable local, state and federal laws, including, but not limited to, all applicable predatory and abusive lending laws; and none of the Conduit Mortgage Loans are “high-cost,” “high-cost home” or “covered” loans under any applicable federal, state or local predatory or abusive lending law. (i) No Conduit Mortgage Loan is a High Cost Loan or Covered Loan, as applicable (as such releaseterms are defined in the then current Standard & Poor’s LEVELS® Glossary, cancellation, subordination, or rescission. The Assignor has not released any MortgagorAppendix E, in whole effect on October 1, 2007) and no Conduit Mortgage Loan originated on or in partafter October 1, except in connection with an assumption agreement2002 through March 6, to 2003 is governed by the extent such approval was requiredGeorgia Fair Lending Act. It is understood and agreed that For the representations and warranties set forth in purposes of this Section 5 4(i) the following definitions shall survive delivery of the respective Mortgage Files to the Trustee (or its 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, the Master Servicer 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 Agreement, and in no event later than two (2) Business Days from the date of such discovery. It is further understood and agreed that the Assignor shall be deemed not to have made the representations and warranties in this Section 5 with respect to, and to the extent of, representations and warranties made, as to the matters covered in this Section 5, by the Servicer in the Servicing Agreement (or any officer’s certificate delivered pursuant thereto). It is understood and agreed that the Assignor has made no representations or warranties to the Assignee other than those contained in this Section 5, and no other affiliate of the Assignor has made any representations or warranties of any kind to the Assignee.apply:

Representations and Warranties of the Assignor. The Assignor hereby warrants and represents and warrants to the Assignee and the Trustee as followsof date hereof, unless otherwise stated below that: (a) The Assignor has been duly organized and is validly existing as a limited partnership in good standing under the laws of the State of Delaware New York with full power and authority (corporate and other) to enter into and perform its obligations under the Servicing Agreement Agreements and this Agreement. (b) This Agreement has been duly executed and delivered by the Assignor, and, assuming due authorization, execution and delivery by each of the other parties hereto, constitutes a legal, valid, and binding agreement of the Assignor, enforceable against it in accordance with its terms, subject to bankruptcy, insolvency, reorganization, moratorium, moratorium or other similar laws affecting creditors’ rights generally and to general principles of equity regardless of whether enforcement is sought in a proceeding in equity or at law. (c) The execution, delivery and performance by the Assignor of this Agreement and the consummation of the transactions contemplated thereby hereby do not require the consent or approval of, the giving of notice to, the registration with, with or the taking of any other action in respect of, any state, federal or other governmental authority or agency, except such as has been obtained, given, effected or taken prior to the date thereofhereof. (d) The execution and delivery of this Agreement have been duly authorized by all necessary corporate action on the part of the Assignor; neither the execution and delivery by the Assignor of this Agreement, nor the consummation by the Assignor of the transactions therein herein contemplated, nor compliance by the Assignor with the provisions thereof, hereof will conflict with or result in a breach of, or constitute a default under, any of the provisions of the governing documents of the Assignor or any law, governmental rule or regulation or any material judgment, decree or order binding on the Assignor or any of its properties, or any of the provisions of any material indenture, mortgage, deed of trust, contract or other instrument to which the Assignor is a party or by which it is bound. (e) There are no actions, suits or proceedings pending or, to the knowledge of the Assignor, threatened, before or by any court, administrative agency, arbitrator or governmental body (Ai) with respect to any of the transactions contemplated by this Agreement or (Bii) with respect to any other matter that in the judgment of the Assignor will be determined adversely to the Assignor and will will, if determined adversely to the Assignor Assignor, materially adversely affect its ability to perform its obligations under this Agreement. (f) With respect The Assignor is the sole owner of record and holder of the Mortgage Loans and the indebtedness evidenced by each Mortgage Note. The Mortgage Loans are not assigned or pledged, and the Assignor has good, indefeasible and marketable title thereto, and has full right to transfer and sell the Mortgage Loans to the Assignee free and clear of any encumbrance, equity, participation interest, lien, pledge, charge, claim or security interest, and has full right and authority subject to no interest or participation of, or agreement with, any other party, to sell and assign each Mortgage Loan pursuant to this Agreement and following the sale of each Mortgage Loan, except for the sale Assignee will own such Mortgage Loan free and clear of any encumbrance, equity, participation interest, lien, pledge, charge, claim or security interest. The Assignor intends to relinquish all rights to possess, control and monitor the Assignee, the Assignor has not assigned or pledged any Mortgage Note or the related Mortgage or any interest or participation thereinLoan. (g) With respect to each Mortgage Loan, the The Assignor has not satisfiedwaived the performance by the Mortgagor of any action, canceled, or subordinated if the Mortgagor’s failure to perform such action would cause the Mortgage Loan to be in whole or in part, or rescinded the Mortgage, and the Assignor has not released the Mortgaged Property from the lien of the Mortgage, in whole or in partdefault, nor has the Assignor executed an instrument that would effect Company waived any default resulting from any action or inaction by the Mortgagor. (h) As of January 31, 2007, with respect to the Mortgage Loans, any and all requirements of any federal, state or local law including, without limitation, usury, truth-in-lending, real estate settlement procedures, consumer credit protection, equal credit opportunity and disclosure laws, all applicable predatory and abusive lending laws or unfair and deceptive practices laws applicable to the Mortgage Loan, including, without limitation, any provisions related to prepayment premiums, have been complied with, and the consummation of the transactions contemplated hereby will not involve the violation of any such releaselaws or regulations. All inspections, cancellationlicenses and certificates required to be made or issued with respect to all occupied portions of the Mortgaged Properties and, subordination, or rescission. The Assignor has not released any Mortgagor, in whole or in part, except in connection with an assumption agreement, respect to the extent such approval was required. It is understood use and agreed that the representations and warranties set forth in this Section 5 shall survive delivery occupancy of the respective same, including but not limited to certificates of occupancy and fire underwriting certificates, have been made or obtained from the appropriate authorities. (i) No Mortgage Files to Loan is a “High Cost Loan” or “Covered Loan,” as applicable, as such terms are defined in the Trustee then current Standard & Poor’s LEVELSâ Glossary. In addition, no Mortgage Loan is a “high-cost,” “high-cost home,” “covered,” “high-risk home,” or “predatory” loan under any applicable federal, state or local predatory or abusive lending law (or its custodian) and shall inure to the benefit of the Assignee and its assigns notwithstanding any restrictive a similarly classified loan using different terminology under a law imposing heightened regulatory scrutiny or qualified endorsement or assignment. Upon the discovery by the Assignoradditional legal liability for residential mortgage loans having high interest rates, the Master Servicer 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 Agreement, and in no event later than two (2) Business Days from the date of such discovery. It is further understood and agreed that the Assignor shall be deemed not to have made the representations and warranties in this Section 5 with respect to, and to the extent of, representations and warranties made, as to the matters covered in this Section 5, by the Servicer in the Servicing Agreement (or any officer’s certificate delivered pursuant theretopoints and/or fees). It is understood and agreed that the Assignor has made no representations or warranties to the Assignee other than those contained in this Section 5, and no other affiliate of Mortgage Loan originated on or after October 1, 2002 through March 6, 2003 is governed by the Assignor has made any representations or warranties of any kind to the AssigneeGeorgia Fair Lending Act.

Representations and Warranties of the Assignor. The Assignor hereby represents and warrants to the Assignee as follows: (a) SECTION 5.01 The Assignor has been duly organized and is validly existing as a limited partnership corporation in good standing under the laws of the State of Delaware with full power and authority (corporate and other) to enter into and perform its obligations under the Purchase and Servicing Agreement and this Agreement. (b) SECTION 5.02 This Agreement has been duly executed and delivered by the Assignor, and, assuming due authorization, execution and delivery by each of the other parties hereto, constitutes a legal, valid, and binding agreement of the Assignor, enforceable against it in accordance with its terms, subject to bankruptcy, insolvency, reorganization, moratorium, or other similar laws affecting creditors’ ' rights generally and to general principles of equity regardless of whether enforcement is sought in a proceeding in equity or at law. (c) SECTION 5.03 The execution, delivery and performance by the Assignor of this Agreement and the consummation of the transactions contemplated thereby do not require the consent or approval of, the giving of notice to, the registration with, or the taking of any other action in respect of, any state, federal or other governmental authority or agency, except such as has been obtained, given, effected or taken prior to the date thereof. (d) SECTION 5.04 The execution and delivery of this Agreement have been duly authorized by all necessary corporate action on the part of the Assignor; neither the execution and delivery by the Assignor of this Agreement, nor the consummation by the Assignor of the transactions therein contemplated, nor compliance by the Assignor with the provisions thereof, will conflict with or result in a breach of, or constitute (with or without notice or lapse of time or both) a default under, any of the provisions of the governing documents of the Assignor or any law, governmental rule or regulation or any material judgment, decree or order binding on the Assignor or any of its properties, or any of the provisions of any material indenture, mortgage, deed of trust, contract or other instrument to which the Assignor is a party or by which it is bound. (e) SECTION 5.05 There are no actions, suits or proceedings pending or, to the knowledge of the Assignor, threatened, before or by any court, administrative agency, arbitrator or governmental body (Ai) with respect to any of the transactions contemplated by this Agreement or (Bii) with respect to any other matter that in the judgment of the Assignor will be determined adversely to the Assignor and will if determined adversely to the Assignor materially adversely affect its ability to perform its obligations under this Agreement. (f) With respect to each Mortgage Loan, except SECTION 5.06 Except for the sale to the Assignee, the Assignor has not assigned or pledged any Mortgage Note or the related Mortgage Receivable or any interest or participation therein. (g) With respect to each Mortgage Loan, the SECTION 5.07 The Assignor has not satisfied, canceled, or subordinated in whole or in part, or rescinded the Mortgagecollateral securing the Receivable, and the Assignor has not released the Mortgaged Property collateral securing the Receivable from the lien of the MortgageReceivable, in whole or in part, nor has the Assignor executed an instrument that would effect any such release, cancellation, subordination, or rescission. The Assignor has not released any MortgagorObligor, in whole or in part, except in connection from its obligations with an assumption agreement, respect to the extent such approval was requiredrelated Receivable. It is understood and agreed that the representations and warranties set forth in this Section 5 shall survive delivery of the respective Mortgage Files to the Trustee (or its custodian) and shall inure to the benefit of the Assignee and its permitted assigns notwithstanding any restrictive or qualified endorsement or assignment. Upon the discovery by the Assignor, the Master Servicer Assignor or the Assignee and its permitted 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 Agreement, 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 Article 6 to repurchase a Receivable constitute the sole remedies available to the Assignee and its permitted assigns on their behalf respecting a breach of the representations and warranties contained in this Article 5. It is further understood and agreed that the Assignor shall be deemed not to have made the representations and warranties in this Section Article 5 with respect to, and to the extent of, representations and warranties made, as to the matters covered in this Section Article 5, by the Servicer in the Purchase and Servicing Agreement (or any officer’s 's certificate delivered pursuant thereto). It is understood and agreed that the Assignor has made no representations or warranties to the Assignee other than those contained in this Section Article 5, and no other affiliate of the Assignor has made any representations or warranties of any kind to the Assignee.

Representations and Warranties of the Assignor. The Assignor hereby warrants and represents and warrants to the Assignee and the Trustee as followsof date hereof, unless otherwise stated below that: (a) The Assignor has been duly organized and is validly existing as a limited partnership in good standing under the laws of the State of Delaware New York with full power and authority (corporate and other) to enter into and perform its obligations under the Servicing Agreement Agreements and this Agreement. (b) This Agreement has been duly executed and delivered by the Assignor, and, assuming due authorization, execution and delivery by each of the other parties hereto, constitutes a legal, valid, and binding agreement of the Assignor, enforceable against it in accordance with its terms, subject to bankruptcy, insolvency, reorganization, moratorium, moratorium or other similar laws affecting creditors’ rights generally and to general principles of equity regardless of whether enforcement is sought in a proceeding in equity or at law. (c) The execution, delivery and performance by the Assignor of this Agreement and the consummation of the transactions contemplated thereby hereby do not require the consent or approval of, the giving of notice to, the registration with, with or the taking of any other action in respect of, any state, federal or other governmental authority or agency, except such as has been obtained, given, effected or taken prior to the date thereofhereof. (d) The execution and delivery of this Agreement have been duly authorized by all necessary corporate action on the part of the Assignor; neither the execution and delivery by the Assignor of this Agreement, nor the consummation by the Assignor of the transactions therein herein contemplated, nor compliance by the Assignor with the provisions thereof, hereof will conflict with or result in a breach of, or constitute a default under, any of the provisions of the governing documents of the Assignor or any law, governmental rule or regulation or any material judgment, decree or order binding on the Assignor or any of its properties, or any of the provisions of any material indenture, mortgage, deed of trust, contract or other instrument to which the Assignor is a party or by which it is bound. (e) There are no actions, suits or proceedings pending or, to the knowledge of the Assignor, threatened, before or by any court, administrative agency, arbitrator or governmental body (Ai) with respect to any of the transactions contemplated by this Agreement or (Bii) with respect to any other matter that in the judgment of the Assignor will be determined adversely to the Assignor and will will, if determined adversely to the Assignor Assignor, materially adversely affect its ability to perform its obligations under this Agreement. (f) With respect The Assignor is the sole owner of record and holder of the Mortgage Loans and the indebtedness evidenced by each Mortgage Note. The Mortgage Loans are not assigned or pledged, and the Assignor has good, indefeasible and marketable title thereto, and has full right to transfer and sell the Mortgage Loans to the Assignee free and clear of any encumbrance, equity, participation interest, lien, pledge, charge, claim or security interest, and has full right and authority subject to no interest or participation of, or agreement with, any other party, to sell and assign each Mortgage Loan pursuant to this Agreement and following the sale of each Mortgage Loan, except for the sale Assignee will own such Mortgage Loan free and clear of any encumbrance, equity, participation interest, lien, pledge, charge, claim or security interest. The Assignor intends to relinquish all rights to possess, control and monitor the Assignee, the Assignor has not assigned or pledged any Mortgage Note or the related Mortgage or any interest or participation thereinLoan. (g) With respect to each Mortgage Loan, the The Assignor has not satisfiedwaived the performance by the Mortgagor of any action, canceled, or subordinated if the Mortgagor’s failure to perform such action would cause the Mortgage Loan to be in whole or in part, or rescinded the Mortgage, and the Assignor has not released the Mortgaged Property from the lien of the Mortgage, in whole or in partdefault, nor has the Assignor executed an instrument that would effect Company waived any default resulting from any action or inaction by the Mortgagor. (h) As of February 28, 2007, with respect to the Mortgage Loans, any and all requirements of any federal, state or local law including, without limitation, usury, truth-in-lending, real estate settlement procedures, consumer credit protection, equal credit opportunity and disclosure laws, all applicable predatory and abusive lending laws or unfair and deceptive practices laws applicable to the Mortgage Loan, including, without limitation, any provisions related to prepayment premiums, have been complied with, and the consummation of the transactions contemplated hereby will not involve the violation of any such releaselaws or regulations. All inspections, cancellationlicenses and certificates required to be made or issued with respect to all occupied portions of the Mortgaged Properties and, subordination, or rescission. The Assignor has not released any Mortgagor, in whole or in part, except in connection with an assumption agreement, respect to the extent such approval was required. It is understood use and agreed that the representations and warranties set forth in this Section 5 shall survive delivery occupancy of the respective same, including but not limited to certificates of occupancy and fire underwriting certificates, have been made or obtained from the appropriate authorities. (i) No Mortgage Files to Loan is a “High Cost Loan” or “Covered Loan,” as applicable, as such terms are defined in the Trustee then current Standard & Poor’s LEVELSâ Glossary. In addition, no Mortgage Loan is a “high-cost,” “high-cost home,” “covered,” “high-risk home,” or “predatory” loan under any applicable federal, state or local predatory or abusive lending law (or its custodian) and shall inure to the benefit of the Assignee and its assigns notwithstanding any restrictive a similarly classified loan using different terminology under a law imposing heightened regulatory scrutiny or qualified endorsement or assignment. Upon the discovery by the Assignoradditional legal liability for residential mortgage loans having high interest rates, the Master Servicer 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 Agreement, and in no event later than two (2) Business Days from the date of such discovery. It is further understood and agreed that the Assignor shall be deemed not to have made the representations and warranties in this Section 5 with respect to, and to the extent of, representations and warranties made, as to the matters covered in this Section 5, by the Servicer in the Servicing Agreement (or any officer’s certificate delivered pursuant theretopoints and/or fees). It is understood and agreed that the Assignor has made no representations or warranties to the Assignee other than those contained in this Section 5, and no other affiliate of Mortgage Loan originated on or after October 1, 2002 through March 6, 2003 is governed by the Assignor has made any representations or warranties of any kind to the AssigneeGeorgia Fair Lending Act.

Representations and Warranties of the Assignor. The Assignor hereby warrants and represents and warrants to the Assignee and the Trustee as followsof date hereof, unless otherwise stated below that: (a) The Assignor has been duly organized and is validly existing as a limited partnership in good standing under the laws of the State of Delaware New York with full power and authority (corporate and other) to enter into and perform its obligations under the Servicing Agreement Agreements and this Agreement. (b) This Agreement has been duly executed and delivered by the Assignor, and, assuming due authorization, execution and delivery by each of the other parties hereto, constitutes a legal, valid, and binding agreement of the Assignor, enforceable against it in accordance with its terms, subject to bankruptcy, insolvency, reorganization, moratorium, moratorium or other similar laws affecting creditors’ rights generally and to general principles of equity regardless of whether enforcement is sought in a proceeding in equity or at law. (c) The execution, delivery and performance by the Assignor of this Agreement and the consummation of the transactions contemplated thereby hereby do not require the consent or approval of, the giving of notice to, the registration with, with or the taking of any other action in respect of, any state, federal or other governmental authority or agency, except such as has been obtained, given, effected or taken prior to the date thereofhereof. (d) The execution and delivery of this Agreement have been duly authorized by all necessary corporate action on the part of the Assignor; neither the execution and delivery by the Assignor of this Agreement, nor the consummation by the Assignor of the transactions therein herein contemplated, nor compliance by the Assignor with the provisions thereof, hereof will conflict with or result in a breach of, or constitute a default under, any of the provisions of the governing documents of the Assignor or any law, governmental rule or regulation or any material judgment, decree or order binding on the Assignor or any of its properties, or any of the provisions of any material indenture, mortgage, deed of trust, contract or other instrument to which the Assignor is a party or by which it is bound. (e) There are no actions, suits or proceedings pending or, to the knowledge of the Assignor, threatened, before or by any court, administrative agency, arbitrator or governmental body (Ai) with respect to any of the transactions contemplated by this Agreement or (Bii) with respect to any other matter that in the judgment of the Assignor will be determined adversely to the Assignor and will will, if determined adversely to the Assignor Assignor, materially adversely affect its ability to perform its obligations under this Agreement. (f) With respect The Assignor is the sole owner of record and holder of the Mortgage Loans and the indebtedness evidenced by each Mortgage Note. The Mortgage Loans are not assigned or pledged, and the Assignor has good, indefeasible and marketable title thereto, and has full right to transfer and sell the Mortgage Loans to the Assignee free and clear of any encumbrance, equity, participation interest, lien, pledge, charge, claim or security interest, and has full right and authority subject to no interest or participation of, or agreement with, any other party, to sell and assign each Mortgage Loan pursuant to this Agreement and following the sale of each Mortgage Loan, except for the sale Assignee will own such Mortgage Loan free and clear of any encumbrance, equity, participation interest, lien, pledge, charge, claim or security interest. The Assignor intends to relinquish all rights to possess, control and monitor the Assignee, the Assignor has not assigned or pledged any Mortgage Note or the related Mortgage or any interest or participation thereinLoans. (g) With respect to each Mortgage Loan, the The Assignor has not satisfiedwaived the performance by the Mortgagor of any action, canceled, or subordinated if the Mortgagor’s failure to perform such action would cause the Mortgage Loan to be in whole or in part, or rescinded the Mortgage, and the Assignor has not released the Mortgaged Property from the lien of the Mortgage, in whole or in partdefault, nor has the Assignor executed an instrument that would effect Company waived any default resulting from any action or inaction by the Mortgagor. (h) As of March 30, 2007, with respect to the Mortgage Loans, any and all requirements of any federal, state or local law including, without limitation, usury, truth-in-lending, real estate settlement procedures, consumer credit protection, equal credit opportunity and disclosure laws, all applicable predatory and abusive lending laws or unfair and deceptive practices laws applicable to the Mortgage Loan, including, without limitation, any provisions related to prepayment premiums, have been complied with, and the consummation of the transactions contemplated hereby will not involve the violation of any such releaselaws or regulations. All inspections, cancellationlicenses and certificates required to be made or issued with respect to all occupied portions of the Mortgaged Properties and, subordination, or rescission. The Assignor has not released any Mortgagor, in whole or in part, except in connection with an assumption agreement, respect to the extent such approval was required. It is understood use and agreed that the representations and warranties set forth in this Section 5 shall survive delivery occupancy of the respective same, including but not limited to certificates of occupancy and fire underwriting certificates, have been made or obtained from the appropriate authorities. (i) No Mortgage Files to Loan is a “High Cost Loan” or “Covered Loan,” as applicable, as such terms are defined in the Trustee then current Standard & Poor’s LEVELSâ Glossary. In addition, no Mortgage Loan is a “high-cost,” “high-cost home,” “covered,” “high-risk home,” or “predatory” loan under any applicable federal, state or local predatory or abusive lending law (or its custodian) and shall inure to the benefit of the Assignee and its assigns notwithstanding any restrictive a similarly classified loan using different terminology under a law imposing heightened regulatory scrutiny or qualified endorsement or assignment. Upon the discovery by the Assignoradditional legal liability for residential mortgage loans having high interest rates, the Master Servicer 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 Agreement, and in no event later than two (2) Business Days from the date of such discovery. It is further understood and agreed that the Assignor shall be deemed not to have made the representations and warranties in this Section 5 with respect to, and to the extent of, representations and warranties made, as to the matters covered in this Section 5, by the Servicer in the Servicing Agreement (or any officer’s certificate delivered pursuant theretopoints and/or fees). It is understood and agreed that the Assignor has made no representations or warranties to the Assignee other than those contained in this Section 5, and no other affiliate of Mortgage Loan originated on or after October 1, 2002 through March 6, 2003 is governed by the Assignor has made any representations or warranties of any kind to the AssigneeGeorgia Fair Lending Act.

Representations and Warranties of the Assignor. The Assignor hereby represents and warrants to the Assignee as follows: (a) The Assignor has been duly organized and is validly existing as a limited partnership in good standing under the laws of the State of Delaware New York with full power and authority (corporate and other) to enter into and perform its obligations under the Servicing Agreement Flow SWSA, the Trade Confirmation and this Assignment Agreement. (b) This Assignment Agreement has been duly executed and delivered by the Assignor, and, assuming due authorization, execution and delivery by each of the other parties hereto, constitutes a legal, valid, and binding agreement of the Assignor, enforceable against it in accordance with its terms, subject to bankruptcy, insolvency, reorganization, moratorium, or other similar laws affecting creditors’ rights generally and to general principles of equity regardless of whether enforcement is sought in a proceeding in equity or at law. (c) The execution, delivery and performance by the Assignor of this Assignment Agreement and the consummation of the transactions contemplated thereby hereby do not require the consent or approval of, the giving of notice to, the registration with, or the taking of any other action in respect of, any state, federal or other governmental authority or agency, except such as has been obtained, given, effected or taken prior to the date thereof. (d) The execution and delivery of this Assignment Agreement have been duly authorized by all necessary corporate partnership action on the part of the Assignor; neither the execution and delivery by the Assignor of this Assignment Agreement, nor the consummation by the Assignor of the transactions therein herein contemplated, nor compliance by the Assignor with the provisions thereofhereof, will conflict with or result in a breach of, or constitute a default under, any of the provisions of the governing documents of the Assignor or any law, governmental rule or regulation or any material judgment, decree or order binding on the Assignor or any of its properties, or any of the provisions of any material indenture, mortgage, deed of trust, contract or other instrument to which the Assignor is a party or by which it is bound. (e) There are no actions, suits or proceedings pending or, to the knowledge of the Assignor, threatened, before or by any court, administrative agency, arbitrator or governmental body (A) with respect to any of the transactions contemplated by this Assignment Agreement or (B) with respect to any other matter that in the judgment of the Assignor will be determined adversely to the Assignor and will if determined adversely to the Assignor materially adversely affect its ability to perform its obligations under this Assignment Agreement. (f) With respect to each Mortgage Loan, except Except for the sale to the Assignee, the Assignor has not assigned or pledged any Mortgage Note or the related Mortgage or any interest or participation therein. (g) With respect to each Mortgage Loan, the The Assignor has not satisfied, canceled, or subordinated in whole or in part, or rescinded the Mortgage, and the Assignor has not released the Mortgaged Property from the lien of the Mortgage, in whole or in part, nor has the Assignor executed an instrument that would effect any such release, cancellation, subordination, or rescission. The Assignor has not released any Mortgagor, in whole or in part, except in connection with an assumption agreementagreement or other agreement approved by the related federal insurer, to the extent such approval was required. (h) With respect to each Mortgage Loan, the representations and warranties contained in Section 3.2 of the Flow SWSA, to the extent they relate to matters arising on or after the related Closing Date (as defined in the Flow SWSA), are true and correct as of the date of this Assignment Agreement. For purposes of making the representations and warranties contemplated in the this paragraph, each reference in Section 3.2 of the Flow SWSA to (i) the “Cut-off Date” shall be deemed to be a reference to August 1, 2006, (ii) the “Mortgage Loan Schedule” and shall be deemed to be a reference to Exhibit 1 hereto and (iii) the “Closing Date” shall be deemed to be a reference to August 25, 2006. It is understood and agreed that the representations and warranties set forth in this Section 5 shall survive delivery of the respective Mortgage Files to the Trustee (or its custodian) 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, the Master Servicer 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 6 below to repurchase 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 this Section 5. It is further understood and agreed that the Assignor shall be deemed not to have made the representations and warranties in this Section 5 with respect to, and to the extent of, representations and warranties made, as to the matters covered in this Section 5, by the Servicer in the Servicing Agreement Flow SWSA (or any officer’s certificate delivered pursuant thereto). It is understood and agreed that the Assignor has made no representations or warranties to the Assignee other than those contained in this Section 5, and no other affiliate of the Assignor has made any representations or warranties of any kind to the Assignee.

Representations and Warranties of the Assignor. The Assignor hereby represents and warrants to the Assignee as follows: (a) The Assignor has been duly organized and is validly existing as a limited partnership in good standing national banking association under the laws of the State of Delaware United States with full power and authority (corporate and other) to enter into and perform its obligations under the Purchase and Servicing Agreement Agreements and this Assignment Agreement. (b) This Assignment Agreement has been duly executed and delivered by the Assignor, and, assuming due authorization, execution and delivery by each of the other parties hereto, constitutes a legal, valid, and binding agreement of the Assignor, enforceable against it in accordance with its terms, subject to bankruptcy, insolvency, reorganization, moratorium, or other similar laws affecting creditors’ rights generally and to general principles of equity regardless of whether enforcement is sought in a proceeding in equity or at law. (c) The execution, delivery and performance by the Assignor of this Assignment Agreement and the consummation of the transactions contemplated thereby do not require the consent or approval of, the giving of notice to, the registration with, or the taking of any other action in respect of, any state, federal or other governmental authority or agency, except such as has been obtained, given, effected or taken prior to the date thereof. (d) The execution and delivery of this Assignment Agreement have been duly authorized by all necessary corporate action on the part of the Assignor; neither the execution and delivery by the Assignor of this Assignment Agreement, nor the consummation by the Assignor of the transactions therein contemplated, nor compliance by the Assignor with the provisions thereof, will conflict with or result in a breach of, or constitute a default under, any of the provisions of the governing documents of the Assignor or any law, governmental rule or regulation or any material judgment, decree or order binding on the Assignor or any of its properties, or any of the provisions of any material indenture, mortgage, deed of trust, contract or other instrument to which the Assignor is a party or by which it is bound. (e) There are no actions, suits or proceedings pending or, to the knowledge of the Assignor, threatened, before or by any court, administrative agency, arbitrator or governmental body (A) with respect to any of the transactions contemplated by this Assignment Agreement or (B) with respect to any other matter that in the judgment of the Assignor will be determined adversely to the Assignor and will will, if determined adversely to the Assignor Assignor, materially adversely affect its ability to perform its obligations under this Assignment Agreement. (f) With respect to each Mortgage Loan, except Except for the sale of the Mortgage Loans to the Assignee, the Assignor has not assigned or pledged any related Mortgage Note or the related Mortgage or any interest or participation therein. (g) With respect to each Mortgage Loan, the The Assignor has not satisfied, canceled, or subordinated in whole or in part, or rescinded the MortgageMortgage related to any Mortgage Loan, and the Assignor has not released the Mortgaged Property related to any Mortgage Loan from the lien of the such Mortgage, in whole or in part, nor has the Assignor executed an instrument that would effect any such release, cancellation, subordination, or rescission. (h) Immediately prior to the assignment and conveyance contemplated in this Assignment Agreement, the Assignor was the lawful owner of the Mortgage Loans with the full right to transfer the Mortgage Loans and all of its interests, rights and obligations under the Purchase and Servicing Agreements free from any and all claims and encumbrances whatsoever. (i) The Assignor represents and warrants to the Assignee that the Assignor has not taken any action that would serve to impair or encumber the Assignor’s ownership interest in the Mortgage Loans since the respective dates that the related Mortgage Loans were purchased from JPMMAC. (j) The Assignor has not received notice of, and has no knowledge of, any offsets, counterclaims or other defenses available to the Servicer with respect to the Purchase and Servicing Agreements. (k) Except as set forth in this Assignment Agreement, the Assignor has not waived or agreed to any waiver under, or agreed to any amendment or other modification of, the Purchase and Servicing Agreements or the Mortgage Loans, including without limitation the transfer of the servicing obligations under the Purchase and Servicing Agreements. The Assignor has no knowledge of, and has not released received notice of, any Mortgagorwaivers under or amendments or other modifications of, or assignments of rights or obligations under, except as contemplated in whole this Assignment Agreement, the Chase AARs, the Purchase and Servicing Agreements or the Mortgage Loans. (l) Neither the Assignor nor anyone acting on its behalf has offered, transferred, pledged, sold or otherwise disposed of the Mortgage Loans, any interest in the Mortgage Loans or any other similar security to, or solicited any offer to buy or accept a transfer, pledge or other disposition of the Mortgage Loans, any interest in the Mortgage Loans or any other similar security from, or otherwise approached or negotiated with respect to the Mortgage Loans, any interest in the Mortgage Loans or any other similar security with, any person in any manner, or made any general solicitation by means of general advertising or in partany other manner, except or taken any other action which would constitute a distribution of the Mortgage Loans under the Securities Act of 1933, as amended (the “Securities Act”) or which would render the disposition of the Mortgage Loans a violation of Section 5 of the Securities Act or require registration pursuant thereto. (m) Each Mortgage Note, each Mortgage, each Assignment of Mortgage and any other documents required to be delivered to the Assignee or its designee, have been, on or before the date hereof, delivered to the Purchaser or its designee; (n) No statement, tape, diskette, form, report or other document prepared by, or on behalf of, the Assignor in connection with an assumption agreementthe transactions contemplated hereby, contains or will contain any statement that is or will be inaccurate or misleading in any material respect; (o) The Assignor will treat the sale of the Mortgage Loans to the Assignee as a sale for reporting and accounting purposes and, to the extent appropriate, for federal income tax purposes; (p) The representations and warranties contained in Section 3.02 of the 2005 Purchase and Servicing Agreement, to the extent they relate to matters arising on or after the respective date that the Mortgage Loans were purchased by the Assignor, are true and correct as of the date of this Assignment Agreement. For purposes of making the representations and warranties contemplated in the foregoing sentence, each reference in Section 3.02 of the 2005 Purchase and Servicing Agreement (i) to the “Cut-off Date” shall be deemed to be a reference to the Assigned Loans Cut-off Date, (ii) to the “Mortgage Loan Schedule” shall be deemed to be a reference to Exhibit 1 hereto and (iii) to the “Closing Date” shall be deemed to be a reference to the date of this Assignment Agreement; (q) Each document or instrument in the related Mortgage File is in a form generally acceptable to prudent mortgage lenders that regularly originate or purchase mortgage loans comparable to the Mortgage Loans for sale to prudent investors in the secondary market that invest in mortgage loans such approval was requiredas the Mortgage Loans; (r) No Mortgage Loan originated on or after August 1, 2004 requires the related Mortgagor to submit to arbitration to resolve any dispute arising out of or relating in any way to the Mortgage Loan transaction; and (s) The Mortgagor with respect to each Mortgage Loan is one or more natural persons and/or trustees for an Illinois land trust or a trustee under a “living trust” and such “living trust” is in compliance with FNMA or Fxxxxxx Mac guidelines. In the event a Mortgagor is a trustee, the related borrower is a natural person. It is understood and agreed that the representations and warranties set forth in this Section 5 6 shall survive delivery of the respective Mortgage Files to the Trustee (or its custodian) 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, the Master Servicer Assignor or the Assignee and its assigns of a breach of any 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 further understood and agreed that the Assignor shall be deemed not to have made the representations and warranties in this Section 5 with respect to, and to the extent of, representations and warranties made, as to the matters covered in this Section 5, by the Servicer in the Servicing Agreement (or any officer’s certificate delivered pursuant thereto). It is understood and agreed that the Assignor has made no representations or warranties to the Assignee other than those contained in this Section 56, and no other affiliate of the Assignor has made any representations or warranties of any kind to the Assignee.

Representations and Warranties of the Assignor. The Assignor hereby represents and warrants to the Assignee as follows: (a) The Assignor has been duly organized and is validly existing as a limited partnership Delaware corporation in good standing under the laws of the State of Delaware with full power and authority (corporate and other) to enter into and perform its obligations under the Purchase and Servicing Agreement and this Agreement. (b) This Agreement has been duly executed and delivered by the Assignor, and, and (assuming due authorization, execution and delivery by each of the other parties hereto, ) constitutes a legal, valid, and binding agreement of the Assignor, enforceable against it in accordance with its terms, subject to bankruptcy, insolvency, reorganization, moratorium, or other similar laws affecting creditors’ ' rights generally and to by general equitable principles of equity (regardless of whether enforcement is sought in a proceeding in equity or at law). (c) The execution, delivery and performance by the Assignor of this Agreement and the consummation of the transactions contemplated thereby do not require the consent or approval of, the giving of notice to, the registration with, or the taking of any other action in respect of, any state, federal or other governmental authority or agency, except such as has been obtained, given, effected or taken prior to the date thereof. (d) The execution and delivery of this Agreement have been duly authorized by all necessary corporate action on the part of the Assignor; neither the execution and delivery by the Assignor of this Agreement, nor the consummation by the Assignor of the transactions therein contemplated, nor compliance by the Assignor with the provisions thereof, will conflict with or result in a breach of, or constitute a default under, any of the provisions of the governing documents of the Assignor or any law, governmental rule or regulation or any material judgment, decree or order binding on the Assignor or any of its properties, or any of the provisions of any material indenture, mortgage, deed of trust, contract or other instrument to which the Assignor is a party or by which it is bound. (e) There are no actions, suits or proceedings pending or, to the knowledge of the Assignor, threatened, before or by any court, administrative agency, arbitrator or governmental body (Ai) with respect to any of the transactions contemplated by this Agreement or (Bii) with respect to any other matter that in the judgment of the Assignor will be determined adversely to the Assignor and will if determined adversely to the Assignor materially adversely affect its ability to perform its obligations under this Agreement. (f) With respect to each Mortgage Loan, except Except for the sale to the Assignee, the Assignor has not assigned or pledged any Mortgage Note or the related Mortgage Receivable or any interest or participation therein. (g) With respect to each Mortgage Loan, the Assignor has not satisfied, canceled, or subordinated in whole or in part, or rescinded the Mortgage, and the Assignor has not released the Mortgaged Property from the lien of the Mortgage, in whole or in part, nor has the Assignor executed an instrument that would effect any such release, cancellation, subordination, or rescission. The Assignor has not released any Mortgagor, in whole or in part, except in connection with an assumption agreement, to the extent such approval was required. It is understood and agreed that the representations and warranties set forth in this Section 5 shall survive delivery of the respective Mortgage Files to the Trustee (or its custodian) and shall inure to the benefit of the Assignee and its permitted assigns notwithstanding any restrictive or qualified endorsement or assignment. Upon the discovery by the Assignor, the Master Servicer Assignor or the Assignee and its permitted assigns of a breach of any of the foregoing representations and warranties, the party discovering such breach shall give prompt written notice to the other parties to this Agreement, Agreement and in no event later than two (2) Business Days from the date of such discovery. It is further understood and agreed that the Assignor shall be deemed not to have made the representations and warranties in this Section 5 with respect to, and to the extent of, representations and warranties made, as to the matters covered in this Section 5, by the Servicer in the Servicing Agreement (or any officer’s certificate delivered pursuant thereto). It is understood and agreed that the Assignor has made no representations or warranties to the Assignee other than those contained in this Section 5, and no other affiliate of the Assignor has made any representations or warranties of any kind to the Assignee.

Representations and Warranties of the Assignor. The Assignor hereby represents and warrants to the Assignee as followsand acknowledges that the Assignee is relying upon such representations and warranties in connection with the execution, delivery and performance of this Agreement: (a) The the Assignor owns and possesses and has a good marketable title to the Assets free and clear of all mortgages, liens, charges, pledges, security interests, encumbrances or other claims; (b) each of the agreements underlying in the Assets (collectively, the “Agreements”) is in good standing and the Assignor is entitled to all benefits, rights and privileges thereunder; (c) the Assignor is not in material default or material breach of the Agreements and there exists no state of facts which after notice or the passage of time, or both, would constitute such a default or breach; (d) none of the parties to the Agreements has indicated, nor does the Assignor have any reasonable basis to believe that any such party will indicate, that it intends to cancel, withdraw, modify or seek to amend the Agreements; (e) the Assignee qualifies as an “affiliate” of the Assignor for the purpose of the Agreements, the Assignor has designated the Assignee as such in writing to the applicable counterparties to the Agreements, and the Assignor has no reasonable basis to believe that any such counterparty will not treat the Assignee as anything other than an “affiliate” thereunder; (f) notwithstanding Section 2.1 of the Exclusive Distribution Agreement between Croma Aesthetics Canada Ltd. (“Croma Canada”) and the Assignor dated July 1, 2019 (the “Croma Distribution Agreement”), the Assignor has the ability to assign, transfer and convey both its rights and its obligations under the Croma Distribution Agreement to the Assignee, subject only to receiving the prior written consent of Croma Canada to such assignment, transfer and conveyance; (g) as of the date hereof: (i) the Assignor has complied with all of its obligations to Croma Canada under the Croma Distribution Agreement; (ii) the Assignor is not liable to Croma Canada for the reimbursement of any fees incurred by Croma Canada under Section 2.9 of the Croma Distribution Agreement or the payment of any costs and expenses incurred by Croma Canada under Section 3.5 of the Croma Distribution Agreement; (iii) the Assignor has not incurred any material liability for unpaid taxes or duties to any governmental authority in connection with the transactions contemplated under the Croma Distribution Agreement; (iv) the Assignor is indebted to Croma Canada in the amount of $233,708.19 in respect of inventory held by McKesson Specialized Distribution Inc. (“McKesson”) and owned by Croma Canada as of June 27, 2019; and (v) the Assignor has obtained all government approvals required in connection with the importation, use and resale of products under the Croma Distribution Agreement (h) there is no litigation or administrative or governmental proceeding or inquiry pending or, to the knowledge of the Assignor, threatened against or relating to the Assignor or any of the Assets, nor does the Assignor know of or have reasonable grounds that there is any basis for any such action, proceeding or inquiry; (i) all licenses, permits, or other operating authority required by the Assignor to conduct its business in the ordinary course or to use the Assets have been obtained and are in good standing and such conduct and use are not in breach of any applicable law, rule, regulation, covenant, restriction, plan or permit; (j) the Assignor is a corporation duly organized and is incorporated, validly existing as a limited partnership and in good standing under the laws of the State its jurisdiction of Delaware with full power and authority incorporation; (corporate and otherk) to enter into and perform its obligations under the Servicing Agreement and this Agreement. (b) This Agreement has been duly , when executed and delivered by the Assignordelivered, and, assuming due authorization, execution and delivery by each of the other parties hereto, constitutes will constitute a legal, valid, valid and binding agreement obligation of the Assignor, Assignor enforceable against it in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium, or other insolvency and similar laws affecting creditors’ rights generally and to general principles of equity regardless of whether enforcement is sought in a proceeding in equity or at law.generally; (cl) The execution, delivery and performance by the Assignor has the capacity to enter into this Agreement and the execution of this Agreement and the consummation completion of the transactions contemplated thereby do hereby does not require violate the consent or approval ofconstating documents of the Assignor, the giving of notice to, the registration with, or the taking provisions of any other action in respect oflaw, any stateorder, federal rule or other governmental authority or agency, except such as has been obtained, given, effected or taken prior regulation applicable to the date thereof.Assignor or constitute a breach of any agreement to which the Assignor is a party; and (dm) The neither the Assignor’s execution and delivery of this Agreement have been duly authorized by all necessary corporate action on nor the part performance of the Assignor; neither the execution and delivery by the Assignor of this Agreement, nor the consummation by the Assignor of the transactions therein contemplated, nor compliance by the Assignor with the provisions thereof, will conflict with terms hereof requires any consent or result in a breach of, or constitute a default under, approval from any of the provisions of the governing documents of the Assignor or any law, governmental rule or regulation or any material judgment, decree or order binding on the Assignor or any of its properties, or any of the provisions of any material indenture, mortgage, deed of trust, contract or other instrument to which the Assignor is a party or by which it is boundthird party. (e) There are no actions, suits or proceedings pending or, to the knowledge of the Assignor, threatened, before or by any court, administrative agency, arbitrator or governmental body (A) with respect to any of the transactions contemplated by this Agreement or (B) with respect to any other matter that in the judgment of the Assignor will be determined adversely to the Assignor and will if determined adversely to the Assignor materially adversely affect its ability to perform its obligations under this Agreement. (f) With respect to each Mortgage Loan, except for the sale to the Assignee, the Assignor has not assigned or pledged any Mortgage Note or the related Mortgage or any interest or participation therein. (g) With respect to each Mortgage Loan, the Assignor has not satisfied, canceled, or subordinated in whole or in part, or rescinded the Mortgage, and the Assignor has not released the Mortgaged Property from the lien of the Mortgage, in whole or in part, nor has the Assignor executed an instrument that would effect any such release, cancellation, subordination, or rescission. The Assignor has not released any Mortgagor, in whole or in part, except in connection with an assumption agreement, to the extent such approval was required. It is understood and agreed that the representations and warranties set forth in this Section 5 shall survive delivery of the respective Mortgage Files to the Trustee (or its 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, the Master Servicer 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 Agreement, and in no event later than two (2) Business Days from the date of such discovery. It is further understood and agreed that the Assignor shall be deemed not to have made the representations and warranties in this Section 5 with respect to, and to the extent of, representations and warranties made, as to the matters covered in this Section 5, by the Servicer in the Servicing Agreement (or any officer’s certificate delivered pursuant thereto). It is understood and agreed that the Assignor has made no representations or warranties to the Assignee other than those contained in this Section 5, and no other affiliate of the Assignor has made any representations or warranties of any kind to the Assignee.

Representations and Warranties of the Assignor. The Assignor hereby represents and warrants for the benefit of each Assignee: 2.1 The Assignor is the owner and legal and beneficial owner of the Note and holder of the liens granted under the Security Agreement, free and clear of all mortgages, pledges, restrictions, liens, charges, encumbrances, security interests, obligations or other claims. The Company owes the obligations under the Note and such obligations have a principal amount on the Effective Date at least equal to the Assignee as follows: (a) The Aggregate Principal Amount. Neither the Company nor the Assignor has been duly organized and is validly existing as a limited partnership have transferred or granted any interest or participation or similarly transferred or conveyed any interest in good standing any of their rights, titles or obligations under the laws Existing Loan Documents and, to each of their best knowledge, no other party claims to have any right under any Existing Loan Document. 2.2 A true, complete and correct copy of all Existing Loan Documents, as in effect on the date hereof, is attached hereto as Exhibit A1. 2.3 All representations and warranties in the Existing Loan Documents are true, complete and correct as of the State Effective Date, and the Existing Loan Documents were duly authorized by corporation action of Delaware with full the Company and the Assignor and represent valid, enforceable and binding obligations of the Company and the Assignor. 2.2 Each of the Assignor and the Company have all requisite power and authority (corporate and other) to enter into and perform its obligations under the Servicing this Agreement and to consummate the Assignment contemplated pursuant to the terms of this Agreement. (b) This Agreement has been duly executed and delivered by the Assignor, and, assuming due authorization, . Upon execution and delivery by each of the other parties heretohereof, constitutes this Agreement shall be a legal, valid, and binding agreement of the AssignorAssignor and the Company, enforceable against it the Assignor and the Company in accordance with its terms, subject to except as such enforcement may be limited by bankruptcy, insolvency, reorganization, moratorium, insolvency or other similar laws affecting creditors’ rights generally and to by general principles of equity regardless of whether enforcement is sought in a proceeding in equity or at lawequity. (c) The execution2.3 There are no claims, delivery and performance by the Assignor of this Agreement and the consummation of the transactions contemplated thereby do not require the consent or approval ofactions, the giving of notice to, the registration withsuits, or the taking of any other action in respect of, any state, federal proceedings pending or other governmental authority or agency, except such as has been obtained, given, effected or taken prior to the date thereof. (d) The execution and delivery of this Agreement have been duly authorized by all necessary corporate action on the part of the Assignor; neither the execution and delivery by the Assignor of this Agreement, nor the consummation by the Assignor of the transactions therein contemplated, nor compliance by the Assignor with the provisions thereof, will conflict with or result in a breach of, or constitute a default under, any of the provisions of the governing documents of threatened against the Assignor or any lawthe Company, governmental rule or regulation or any material judgmentwhich, decree or order binding on the Assignor or any of its properties, or any of the provisions of any material indenture, mortgage, deed of trust, contract or other instrument to which the Assignor is a party or by which it is bound. (e) There are no actions, suits or proceedings pending or, to the knowledge of the Assignor, threatened, before or by any court, administrative agency, arbitrator or governmental body (A) with respect to any of the transactions contemplated by this Agreement or (B) with respect to any other matter that in the judgment of the Assignor will be determined adversely to the Assignor and will if determined adversely to the Assignor or the Company, would materially and adversely affect its the Assignor’s or the Company’s ability to perform its their respective obligations under this Agreement. 2.4 No consent, approval, or agreement of any individual or entity is required to be obtained by the Assignor or the Company in connection with the execution and performance by the Assignor or the Company of this Agreement or the execution and performance by the Assignor and the Company of any agreements, instruments, or other obligations entered into in connection with this Agreement. 2.5 Neither the Assignor nor the Company have taken action, and each has no knowledge of any action, that would give rise to any claim by any person for brokerage commissions, finder’s fees, or similar payments relating to this Agreement or the transactions contemplated hereby. 2.6 The Assignor is not, and for a period of at least ninety (f90) With respect to each Mortgage Loan, except for the sale days prior to the Assigneedate hereof has not been, the beneficial owner of more than 9.99% of the outstanding stock of the Company or an “Affiliate” of the Company, as that term is defined in Rule 144 of the Securities Act of 1933, as amended (the “1933 Act”). Subsequent to the date hereof, the Assignor has not assigned or pledged any Mortgage Note or will take no action that would adversely affect the related Mortgage or any interest or participation thereintacking for the benefit of each Assignee of the Assignor’s holding period pursuant to Rule 144. (g) With respect to each Mortgage Loan, the 2.7 The Assignor has made its own decision to enter into the Assignment and is not satisfied, canceled, relying on any representation or subordinated in whole warranty of any other party hereto or in part, or rescinded the Mortgage, and the Assignor has not released the Mortgaged Property from the lien of the Mortgage, in whole or in part, nor has the Assignor executed an instrument that would effect any such release, cancellation, subordination, or rescissionother person with respect thereto. The Assignor has not released any Mortgagorconsulted its own legal, tax and investment advisor as it, in whole its sole discretion, has deemed necessary or in part, except appropriate in connection with an assumption agreement, to the extent such approval was required. It is understood and agreed that the representations and warranties set forth in this Section 5 shall survive delivery of the respective Mortgage Files to the Trustee (or its 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, the Master Servicer 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 Agreement, and in no event later than two (2) Business Days from the date of such discovery. It is further understood and agreed that the Assignor shall be deemed not to have made the representations and warranties in this Section 5 with respect to, and to the extent of, representations and warranties made, as to the matters covered in this Section 5, by the Servicer in the Servicing Agreement (or any officer’s certificate delivered pursuant thereto). It is understood and agreed that the Assignor has made no representations or warranties to the Assignee other than those contained in this Section 5, and no other affiliate of the Assignor has made any representations or warranties of any kind to the AssigneeAssignment.

Representations and Warranties of the Assignor. The Assignor hereby represents and warrants to the Assignee as follows: (ai) The That said TEP and Evaluation Rights there under will be fully assignable when issued. (ii) That the Assignor will have the full right and authority to transfer said TEP and Evaluation Rights and that the Evaluation Rights when transferred will be free of any lien, encumbrance or adverse claim. (iii) That the Assignor has been duly organized the requisite power, authority and is validly existing as a limited partnership in good standing under the laws of the State of Delaware with full power and authority (corporate and other) capacity to enter into this Agreement and to perform all of its obligations under the Servicing Agreement hereunder and this Agreement. (b) This Agreement has been duly executed and delivered by constitutes the Assignor, and, assuming due authorization, execution and delivery by each of the other parties hereto, constitutes a legal, valid, valid and binding agreement obligation of the Assignor, enforceable against it the Assignor in accordance with its terms, subject to bankruptcy, insolvency, reorganization, moratorium, or other similar laws affecting creditors’ rights generally and to general principles of equity regardless of whether enforcement is sought in a proceeding in equity or at law. (civ) The executionThat it has not sold, delivery and performance by the Assignor of this Agreement and the consummation of the transactions contemplated thereby do not require the consent or approval ofassigned, the giving of notice tolicensed, the registration withtransferred, or the taking of otherwise conveyed any other action in respect of, any state, federal or other governmental authority or agency, except such as has been obtained, given, effected or taken prior rights to the date thereofEvaluation Rights or TEP when issued or entered into any agreements with any third party to do so. (dv) The execution and delivery of this Agreement have been duly authorized by all necessary corporate That there is no suit, action on the part of the Assignor; neither the execution and delivery by the Assignor of this Agreementor litigation, nor the consummation by the Assignor of the transactions therein contemplatedadministrative hearing, nor compliance by the Assignor with the provisions thereofarbitration, will conflict with or result in a breach oflabor controversy, or constitute a default under, any of the provisions of the governing documents of the Assignor or any lawwarranty claim, governmental rule or regulation or any material judgmentinquiry, decree or order binding on the Assignor or any of its properties, or any of the provisions of any material indenture, mortgage, deed of trust, contract investigation or other instrument to which the Assignor is a party proceeding or by which it is bound. (e) There are no actions, suits or proceedings claim pending or, to the knowledge of Assignor's knowledge, threatened against or relating to the Assignor, threatened, before or by any court, administrative agency, arbitrator or governmental body (A) Assignor with respect to any the Products and the related Technologies. There are no judgments, consent decrees or injunctions against, affecting or binding upon the Assignor with respect to the Assigned Rights. The Assignor is in compliance with all laws, ordinances, requirements, orders and regulations applicable to it, the violation of which would have a material adverse effect on the Assigned Rights or on the ability of the Assignor to consummate the transactions contemplated by this Agreement or (B) with respect to any other matter that in the judgment of the Assignor will be determined adversely to the Assignor and will if determined adversely to the Assignor materially adversely affect its ability to perform its obligations under this Agreementhereby. (fvi) With respect to each Mortgage Loan, except for the sale to the Assignee, the Assignor That it has not assigned delivered or pledged any Mortgage Note or the related Mortgage or any interest or participation therein. (g) With respect to each Mortgage Loan, the Assignor has not satisfied, canceled, or subordinated in whole or in part, or rescinded the Mortgage, and the Assignor has not released the Mortgaged Property from the lien of the Mortgage, in whole or in part, nor has the Assignor executed an instrument that would effect any such release, cancellation, subordination, or rescission. The Assignor has not released any Mortgagor, in whole or in part, except in connection with an assumption agreement, to the extent such approval was required. It is understood and agreed that the representations and warranties set forth in this Section 5 shall survive delivery of the respective Mortgage Files to the Trustee (or its 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, the Master Servicer 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 Agreement, and in no event later than two (2) Business Days from the date of such discovery. It is further understood and agreed that the Assignor shall be deemed not to have made the representations and warranties in this Section 5 with respect to, and to the extent of, representations and warranties made, as to the matters covered in this Section 5, by the Servicer in the Servicing Agreement (or any officer’s certificate delivered pursuant thereto). It is understood and agreed that the Assignor has made no representations or warranties available to the Assignee other than those contained in this Section 5true, correct and no other affiliate of complete information concerning the Assignor has made any representations or warranties of any kind Evaluation Rights and TEP to the Assigneebe issued.

Representations and Warranties of the Assignor. The Assignor hereby warrants and represents and warrants to the Assignee and the Trustee as followsof date hereof, unless otherwise stated below that: (a) The Assignor has been duly organized and is validly existing as a limited partnership in good standing under the laws of the State of Delaware New York with full power and authority (corporate and other) to enter into and perform its obligations under the Servicing Agreement Agreements and this Agreement. (b) This Agreement has been duly executed and delivered by the Assignor, and, assuming due authorization, execution and delivery by each of the other parties hereto, constitutes a legal, valid, and binding agreement of the Assignor, enforceable against it in accordance with its terms, subject to bankruptcy, insolvency, reorganization, moratorium, moratorium or other similar laws affecting creditors’ rights generally and to general principles of equity regardless of whether enforcement is sought in a proceeding in equity or at law. (c) The execution, delivery and performance by the Assignor of this Agreement and the consummation of the transactions contemplated thereby hereby do not require the consent or approval of, the giving of notice to, the registration with, with or the taking of any other action in respect of, any state, federal or other governmental authority or agency, except such as has been obtained, given, effected or taken prior to the date thereofhereof. (d) The execution and delivery of this Agreement have been duly authorized by all necessary corporate action on the part of the Assignor; neither the execution and delivery by the Assignor of this Agreement, nor the consummation by the Assignor of the transactions therein herein contemplated, nor compliance by the Assignor with the provisions thereof, hereof will conflict with or result in a breach of, or constitute a default under, any of the provisions of the governing documents of the Assignor or any law, governmental rule or regulation or any material judgment, decree or order binding on the Assignor or any of its properties, or any of the provisions of any material indenture, mortgage, deed of trust, contract or other instrument to which the Assignor is a party or by which it is bound. (e) There are no actions, suits or proceedings pending or, to the knowledge of the Assignor, threatened, before or by any court, administrative agency, arbitrator or governmental body (Ai) with respect to any of the transactions contemplated by this Agreement or (Bii) with respect to any other matter that in the judgment of the Assignor will be determined adversely to the Assignor and will will, if determined adversely to the Assignor Assignor, materially adversely affect its ability to perform its obligations under this Agreement. (f) With respect The Assignor is the sole owner of record and holder of the Mortgage Loans and the indebtedness evidenced by each Mortgage Note. The Mortgage Loans are not assigned or pledged, and the Assignor has good, indefeasible and marketable title thereto, and has full right to transfer and sell the Mortgage Loans to the Assignee free and clear of any encumbrance, equity, participation interest, lien, pledge, charge, claim or security interest, and has full right and authority subject to no interest or participation of, or agreement with, any other party, to sell and assign each Mortgage Loan pursuant to this Agreement and following the sale of each Mortgage Loan, except for the sale Assignee will own such Mortgage Loan free and clear of any encumbrance, equity, participation interest, lien, pledge, charge, claim or security interest. The Assignor intends to relinquish all rights to possess, control and monitor the Assignee, the Assignor has not assigned or pledged any Mortgage Note or the related Mortgage or any interest or participation thereinLoan. (g) With respect to each Mortgage Loan, the The Assignor has not satisfiedwaived the performance by the Mortgagor of any action, canceled, or subordinated if the Mortgagor’s failure to perform such action would cause the Mortgage Loan to be in whole or in part, or rescinded the Mortgage, and the Assignor has not released the Mortgaged Property from the lien of the Mortgage, in whole or in partdefault, nor has the Assignor executed an instrument that would effect Company waived any default resulting from any action or inaction by the Mortgagor. (h) As of March 30, 2006, with respect to the Mortgage Loans, any and all requirements of any federal, state or local law including, without limitation, usury, truth-in-lending, real estate settlement procedures, consumer credit protection, equal credit opportunity and disclosure laws, all applicable predatory and abusive lending laws or unfair and deceptive practices laws applicable to the Mortgage Loan, including, without limitation, any provisions related to Prepayment Premiums, have been complied with, and the consummation of the transactions contemplated hereby will not involve the violation of any such releaselaws or regulations. All inspections, cancellationlicenses and certificates required to be made or issued with respect to all occupied portions of the Mortgaged Properties and, subordination, or rescission. The Assignor has not released any Mortgagor, in whole or in part, except in connection with an assumption agreement, respect to the extent such approval was required. It is understood use and agreed that the representations and warranties set forth in this Section 5 shall survive delivery occupancy of the respective Mortgage Files same, including but not limited to certificates of occupancy and fire underwriting certificates, have been made or obtained from the appropriate authorities. (i) As of March 30, 2006, with respect to the Trustee Mortgage Loans, none of the Mortgage Loans are (a) subject to the Home Ownership and Equity Protection Act of 1994 or (b) classified as “high cost,” “threshold,” “covered” or “predatory” loans under any other applicable federal, state or local law (or its custodian) and shall inure to the benefit of the Assignee and its assigns notwithstanding any restrictive a similarly classified loan using different terminology under a law imposing heightened regulatory scrutiny or qualified endorsement or assignment. Upon the discovery by the Assignoradditional legal liability for residential mortgage loans having high interest rates, the Master Servicer 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 Agreement, and in no event later than two (2) Business Days from the date of such discovery. It is further understood and agreed that the Assignor shall be deemed not to have made the representations and warranties in this Section 5 with respect to, and to the extent of, representations and warranties made, as to the matters covered in this Section 5, by the Servicer in the Servicing Agreement (or any officer’s certificate delivered pursuant theretopoints and/or fees). It is understood and agreed that the Assignor has made no representations or warranties to the Assignee other than those contained in this Section 5, and no other affiliate of the Assignor has made any representations or warranties of any kind to the Assignee.

Representations and Warranties of the Assignor. The Assignor hereby represents and warrants to the Assignee as follows: (a) The Assignor has been duly organized and is validly existing as a limited partnership in good standing under the laws of the State of Delaware New York with full power and authority (corporate and other) to enter into and perform its obligations under the Servicing Agreement Agreement, the Commitment Letter, and this Assignment Agreement. (b) This Assignment Agreement has been duly executed and delivered by the Assignor, and, assuming due authorization, execution and delivery by each of the other parties hereto, constitutes a legal, valid, and binding agreement of the Assignor, enforceable against it in accordance with its terms, subject to bankruptcy, insolvency, reorganization, moratorium, or other similar laws affecting creditors’ rights generally and to general principles of equity regardless of whether enforcement is sought in a proceeding in equity or at law. (c) The execution, delivery and performance by the Assignor of this Assignment Agreement and the consummation of the transactions contemplated thereby hereby do not require the consent or approval of, the giving of notice to, the registration with, or the taking of any other action in respect of, any state, federal or other governmental authority or agency, except such as has been obtained, given, effected or taken prior to the date thereofhereof. (d) The execution and delivery of this Assignment Agreement have been duly authorized by all necessary corporate partnership action on the part of the Assignor; neither the execution and delivery by the Assignor of this Assignment Agreement, nor the consummation by the Assignor of the transactions therein herein contemplated, nor compliance by the Assignor with the provisions thereofhereof, will conflict with or result in a breach of, or constitute a default under, any of the provisions of the governing documents of the Assignor or any law, governmental rule or regulation or any material judgment, decree or order binding on the Assignor or any of its properties, or any of the provisions of any material indenture, mortgage, deed of trust, contract or other instrument to which the Assignor is a party or by which it is bound. (e) There are no actions, suits or proceedings pending or, to the knowledge of the Assignor, threatened, before or by any court, administrative agency, arbitrator or governmental body (A) with respect to any of the transactions contemplated by this Assignment Agreement or (B) with respect to any other matter that in the judgment of the Assignor will be determined adversely to the Assignor and will if determined adversely to the Assignor materially adversely affect its ability to perform its obligations under this Assignment Agreement. (f) With respect to each Mortgage Loan, except Except for the sale to the Assignee, the Assignor has not assigned or pledged any Mortgage Note or the related Mortgage or any interest or participation therein. (g) With respect to each Mortgage Loan, the The Assignor has not satisfied, canceled, or subordinated in whole or in part, or rescinded the any Mortgage, and the Assignor has not released the any Mortgaged Property from the lien of the related Mortgage, in whole or in part, nor has the Assignor executed an instrument that would effect any such release, cancellation, subordination, or rescission. The Assignor has not released any Mortgagor, in whole or in part, except in connection with an assumption agreementagreement or other agreement approved by the related Federal Insurer, to the extent such approval was required. It is understood and agreed that . (h) With respect to the Mortgage Loans, the representations and warranties set forth contained in this Section 5 shall survive delivery 3.2 of the respective Mortgage Files Servicing Agreement, to the Trustee extent they relate to matters arising on or after the related Closing Date (or its custodian) as defined in the Sale Agreement), are true and shall inure to the benefit correct as of the Assignee and its assigns notwithstanding any restrictive or qualified endorsement or assignment. Upon the discovery by the Assignor, the Master Servicer 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 Agreement, and in no event later than two (2) Business Days from the date of such discoverythis Assignment Agreement. It is further understood and agreed that the Assignor shall be deemed not to have made For purposes of making the representations and warranties contemplated in this the foregoing sentence, each reference in Section 5 with respect to, and to the extent of, representations and warranties made, as to the matters covered in this Section 5, by the Servicer in 3.2 of the Servicing Agreement to (i) the “Cut-off Date” shall be deemed to be a reference to October 1, 2006, (ii) the “Mortgage Loan Schedule” shall be deemed to be a reference to Exhibit 1 hereto and (iii) the “Closing Date” shall be deemed to be a reference to October 30, 2006. (i) Each Mortgage Loan, at the time it was originated, complied in all material respects with applicable local, state and federal laws, including, but not limited to, all applicable predatory and abusive lending laws; and none of the Mortgage Loans are “high-cost,” “high-cost home” or “covered” loans under any officerapplicable federal, state or local predatory or abusive lending law. (j) No Mortgage Loan is a High Cost Loan or Covered Loan, as applicable (as such terms are defined in the then current Standard & Poor’s certificate delivered pursuant thereto)LEVELS® Glossary, Appendix E, in effect on October 1, 2006) and no Mortgage Loan originated on or after October 1, 2002 through March 6, 2003 is governed by the Georgia Fair Lending Act. It is understood and agreed that For the Assignor has made no representations or warranties to the Assignee other than those contained in purposes of this Section 5, and no other affiliate of 5(j) the Assignor has made any representations or warranties of any kind to the Assignee.following definitions shall apply:

Representations and Warranties of the Assignor. The Assignor hereby warrants and represents and warrants to the Assignee and the Trustee as followsof date hereof, unless otherwise stated below that: (a) The Assignor has been duly organized and is validly existing as a limited partnership in good standing under the laws of the State of Delaware New York with full power and authority (corporate and other) to enter into and perform its obligations under the Servicing Agreement Agreements and this Agreement. (b) This Agreement has been duly executed and delivered by the Assignor, and, assuming due authorization, execution and delivery by each of the other parties hereto, constitutes a legal, valid, and binding agreement of the Assignor, enforceable against it in accordance with its terms, subject to bankruptcy, insolvency, reorganization, moratorium, moratorium or other similar laws affecting creditors’ rights generally and to general principles of equity regardless of whether enforcement is sought in a proceeding in equity or at law. (c) The execution, delivery and performance by the Assignor of this Agreement and the consummation of the transactions contemplated thereby hereby do not require the consent or approval of, the giving of notice to, the registration with, with or the taking of any other action in respect of, any state, federal or other governmental authority or agency, except such as has been obtained, given, effected or taken prior to the date thereofhereof. (d) The execution and delivery of this Agreement have been duly authorized by all necessary corporate action on the part of the Assignor; neither the execution and delivery by the Assignor of this Agreement, nor the consummation by the Assignor of the transactions therein herein contemplated, nor compliance by the Assignor with the provisions thereof, hereof will conflict with or result in a breach of, or constitute a default under, any of the provisions of the governing documents of the Assignor or any law, governmental rule or regulation or any material judgment, decree or order binding on the Assignor or any of its properties, or any of the provisions of any material indenture, mortgage, deed of trust, contract or other instrument to which the Assignor is a party or by which it is bound. (e) There are no actions, suits or proceedings pending or, to the knowledge of the Assignor, threatened, before or by any court, administrative agency, arbitrator or governmental body (Ai) with respect to any of the transactions contemplated by this Agreement or (Bii) with respect to any other matter that in the judgment of the Assignor will be determined adversely to the Assignor and will will, if determined adversely to the Assignor Assignor, materially adversely affect its ability to perform its obligations under this Agreement. (f) With respect The Assignor is the sole owner of record and holder of the Mortgage Loans and the indebtedness evidenced by each Mortgage Note. The Mortgage Loans are not assigned or pledged, and the Assignor has good, indefeasible and marketable title thereto, and has full right to transfer and sell the Mortgage Loans to the Assignee free and clear of any encumbrance, equity, participation interest, lien, pledge, charge, claim or security interest, and has full right and authority subject to no interest or participation of, or agreement with, any other party, to sell and assign each Mortgage Loan pursuant to this Agreement and following the sale of each Mortgage Loan, except for the sale Assignee will own such Mortgage Loan free and clear of any encumbrance, equity, participation interest, lien, pledge, charge, claim or security interest. The Assignor intends to relinquish all rights to possess, control and monitor the Assignee, the Assignor has not assigned or pledged any Mortgage Note or the related Mortgage or any interest or participation thereinLoan. (g) With respect to each Mortgage Loan, the The Assignor has not satisfiedwaived the performance by the Mortgagor of any action, canceled, or subordinated if the Mortgagor’s failure to perform such action would cause the Mortgage Loan to be in whole or in part, or rescinded the Mortgage, and the Assignor has not released the Mortgaged Property from the lien of the Mortgage, in whole or in partdefault, nor has the Assignor executed an instrument that would effect Company waived any default resulting from any action or inaction by the Mortgagor. (h) As of April 28, 2006, with respect to the Mortgage Loans, any and all requirements of any federal, state or local law including, without limitation, usury, truth-in-lending, real estate settlement procedures, consumer credit protection, equal credit opportunity and disclosure laws, all applicable predatory and abusive lending laws or unfair and deceptive practices laws applicable to the Mortgage Loan, including, without limitation, any provisions related to Prepayment Premiums, have been complied with, and the consummation of the transactions contemplated hereby will not involve the violation of any such releaselaws or regulations. All inspections, cancellationlicenses and certificates required to be made or issued with respect to all occupied portions of the Mortgaged Properties and, subordination, or rescission. The Assignor has not released any Mortgagor, in whole or in part, except in connection with an assumption agreement, respect to the extent such approval was required. It is understood use and agreed that the representations and warranties set forth in this Section 5 shall survive delivery occupancy of the respective same, including but not limited to certificates of occupancy and fire underwriting certificates, have been made or obtained from the appropriate authorities. (i) No Transferred Mortgage Files to Loan is a “High Cost Loan” or “Covered Loan,” as applicable, as such terms are defined in the Trustee then current Standard & Poor’s LEVELSâ Glossary. In addition, no Transferred Mortgage Loan is a “high-cost,” “high-cost home,” “covered,” “high-risk home,” or “predatory” loan under any applicable federal, state or local predatory or abusive lending law (or its custodian) and shall inure to the benefit of the Assignee and its assigns notwithstanding any restrictive a similarly classified loan using different terminology under a law imposing heightened regulatory scrutiny or qualified endorsement or assignment. Upon the discovery by the Assignoradditional legal liability for residential mortgage loans having high interest rates, the Master Servicer 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 Agreement, and in no event later than two (2) Business Days from the date of such discovery. It is further understood and agreed that the Assignor shall be deemed not to have made the representations and warranties in this Section 5 with respect to, and to the extent of, representations and warranties made, as to the matters covered in this Section 5, by the Servicer in the Servicing Agreement (or any officer’s certificate delivered pursuant theretopoints and/or fees). It is understood and agreed that the Assignor has made no representations or warranties to the Assignee other than those contained in this Section 5, and no other affiliate of the Assignor has made any representations or warranties of any kind to the Assignee.

Representations and Warranties of the Assignor. The Assignor hereby warrants and represents and warrants to the Assignee and the Trustee as followsof date hereof, unless otherwise stated below that: (a) The Assignor has been duly organized and is validly existing as a limited partnership in good standing under the laws of the State of Delaware New York with full power and authority (corporate and other) to enter into and perform its obligations under the Servicing Agreement Agreements and this Agreement. (b) This Agreement has been duly executed and delivered by the Assignor, and, assuming due authorization, execution and delivery by each of the other parties hereto, constitutes a legal, valid, and binding agreement of the Assignor, enforceable against it in accordance with its terms, subject to bankruptcy, insolvency, reorganization, moratorium, moratorium or other similar laws affecting creditors’ rights generally and to general principles of equity regardless of whether enforcement is sought in a proceeding in equity or at law. (c) The execution, delivery and performance by the Assignor of this Agreement and the consummation of the transactions contemplated thereby hereby do not require the consent or approval of, the giving of notice to, the registration with, with or the taking of any other action in respect of, any state, federal or other governmental authority or agency, except such as has been obtained, given, effected or taken prior to the date thereofhereof. (d) The execution and delivery of this Agreement have been duly authorized by all necessary corporate action on the part of the Assignor; neither the execution and delivery by the Assignor of this Agreement, nor the consummation by the Assignor of the transactions therein herein contemplated, nor compliance by the Assignor with the provisions thereof, hereof will conflict with or result in a breach of, or constitute a default under, any of the provisions of the governing documents of the Assignor or any law, governmental rule or regulation or any material judgment, decree or order binding on the Assignor or any of its properties, or any of the provisions of any material indenture, mortgage, deed of trust, contract or other instrument to which the Assignor is a party or by which it is bound. (e) There are no actions, suits or proceedings pending or, to the knowledge of the Assignor, threatened, before or by any court, administrative agency, arbitrator or governmental body (Ai) with respect to any of the transactions contemplated by this Agreement or (Bii) with respect to any other matter that in the judgment of the Assignor will be determined adversely to the Assignor and will will, if determined adversely to the Assignor Assignor, materially adversely affect its ability to perform its obligations under this Agreement. (f) With respect to each Mortgage Loan, except for the sale to the Assignee, the Assignor has not assigned or pledged any Mortgage Note or the related Mortgage or any interest or participation therein. (g) With respect to each Mortgage Loan, the Assignor has not satisfied, canceled, or subordinated in whole or in part, or rescinded the Mortgage, and the Assignor has not released the Mortgaged Property from the lien of the Mortgage, in whole or in part, nor has the Assignor executed an instrument that would effect any such release, cancellation, subordination, or rescission. The Assignor has not released any Mortgagor, in whole or in part, except in connection with an assumption agreement, to the extent such approval was required. It is understood and agreed that the representations and warranties set forth in this Section 5 shall survive delivery of the respective Mortgage Files to the Trustee (or its 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, the Master Servicer 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 Agreement, and in no event later than two (2) Business Days from the date of such discovery. It is further understood and agreed that the Assignor shall be deemed not to have made the representations and warranties in this Section 5 with respect to, and to the extent of, representations and warranties made, as to the matters covered in this Section 5, by the Servicer in the Servicing Agreement (or any officer’s certificate delivered pursuant thereto). It is understood and agreed that the Assignor has made no representations or warranties to the Assignee other than those contained in this Section 5, and no other affiliate of the Assignor has made any representations or warranties of any kind to the Assignee.

Representations and Warranties of the Assignor. The Assignor hereby represents and warrants to the Assignee as follows: (a) The Assignor has been duly organized and is validly existing as a limited partnership in good standing under the laws of the State of Delaware New York with full power and authority (corporate partnership and other) to enter into and perform its obligations under the Sale and Servicing Agreement and this Assignment Agreement. (b) This Assignment Agreement has been duly executed and delivered by the Assignor, and, assuming due authorization, execution and delivery by each of the other parties hereto, constitutes a legal, valid, and binding agreement of the Assignor, enforceable against it in accordance with its terms, subject to bankruptcy, insolvency, reorganization, moratorium, or other similar laws affecting creditors’ rights generally and to general principles of equity regardless of whether enforcement is sought in a proceeding in equity or at law. (c) The execution, delivery and performance by the Assignor of this Assignment Agreement and the consummation of the transactions contemplated thereby do not require the consent or approval of, the giving of notice to, the registration with, or the taking of any other action in respect of, any state, federal or other governmental authority or agency, except such as has been obtained, given, effected or taken prior to the date thereof. (d) The execution and delivery of this Assignment Agreement have been duly authorized by all necessary corporate action on the part of the Assignor; neither the execution and delivery by the Assignor of this Assignment Agreement, nor the consummation by the Assignor of the transactions therein contemplated, nor compliance by the Assignor with the provisions thereof, will conflict with or result in a breach of, or constitute a default under, any of the provisions of the governing documents of the Assignor or any law, governmental rule or regulation or any material judgment, decree or order binding on the Assignor or any of its properties, or any of the provisions of any material indenture, mortgage, deed of trust, contract or other instrument to which the Assignor is a party or by which it is bound. (e) There are no actions, suits or proceedings pending or, to the knowledge of the Assignor, threatened, before or by any court, administrative agency, arbitrator or governmental body (A) with respect to any of the transactions contemplated by this Assignment Agreement or (B) with respect to any other matter that in the judgment of the Assignor will be determined adversely to the Assignor and will if determined adversely to the Assignor materially adversely affect its ability to perform its obligations under this Assignment Agreement. (f) With respect to each Mortgage Loan, except Except for the sale to the Assignee, the Assignor has not assigned or pledged any Mortgage Note or the related Mortgage or any interest or participation therein. (g) With respect to each Mortgage Loan, the The Assignor has not satisfied, canceled, or subordinated in whole or in part, or rescinded the Mortgage, and the Assignor has not released the Mortgaged Property from the lien of the Mortgage, in whole or in part, nor has the Assignor executed an instrument that would effect any such release, cancellation, subordination, or rescission. The Assignor has not released any Mortgagor, in whole or in part, except in connection with an assumption agreementagreement or other agreement approved by the related federal insurer, to the extent such approval was required. (h) Any and all requirements of any federal, state or local law including, without limitation, usury, truth-in-lending, real estate settlement procedures, consumer credit protection, equal credit opportunity, predatory and abusive lending or disclosure laws applicable to the Mortgage Loans have been complied with. It is understood All inspections, licenses and agreed that the representations and warranties set forth in this Section 5 shall survive delivery certificates required to be made or issued with respect to all occupied portions of the respective Mortgage Files Mortgaged Properties and, with respect to the Trustee (or its custodian) use and shall inure to the benefit occupancy of the Assignee same, including but not limited to certificates of occupancy and its assigns notwithstanding any restrictive fire underwriting certificates, have been made or qualified endorsement or assignment. Upon obtained from the discovery by the Assignor, the Master Servicer or the Assignee and its assigns of appropriate authorities. (i) No Mortgage Loan is classified as a breach “high cost” mortgage loan under Section 32 of the foregoing representations Home Ownership and warranties, the party discovering such breach shall give prompt written notice to the other parties to this Agreement, and in no event later than two (2) Business Days from the date Equity Protection Act of such discovery. It is further understood and agreed that the Assignor shall be deemed not to have made the representations and warranties in this Section 5 with respect to, and to the extent of, representations and warranties made1994, as to the matters covered in this Section 5, by the Servicer in the Servicing Agreement (or any officer’s certificate delivered pursuant thereto). It is understood and agreed that the Assignor has made no representations or warranties to the Assignee other than those contained in this Section 5amended, and no other affiliate Mortgage Loan is considered a “high cost” mortgage loan under any applicable federal, state or local predatory or abusive lending law (or a similarly classified loan using different terminology under a law imposing heightened regulatory scrutiny or additional legal liability for residential mortgage loans having high interest rates, points and/or fees). (j) No Transferred Mortgage Loan is a “High Cost Loan” or “Covered Loan,” as applicable, as such terms are defined in the then current Standard & Poor’s LEVELSâ Glossary, and no Home Loan originated on or after October 1, 2002, through March 6, 2003, is governed by the Georgia Fair Lending Act. For the purposes of this Section 5(j) the Assignor has made any representations or warranties of any kind to the Assignee.following definitions shall apply:

Representations and Warranties of the Assignor. The Assignor hereby represents and warrants to the Assignee as follows: (a) The Assignor has been duly organized and is validly existing as a limited partnership corporation in good standing under the laws of the State of Delaware with full power and authority (corporate and other) to enter into and perform its obligations under the Servicing Agreement Flow SWSA, the Trade Confirmation and this Assignment Agreement. (b) This Assignment Agreement has been duly executed and delivered by the Assignor, and, and (assuming due authorization, execution and delivery by each of the other parties hereto, ) constitutes a legal, valid, and binding agreement of the Assignor, enforceable against it in accordance with its terms, subject to bankruptcy, insolvency, reorganization, moratorium, or other similar laws affecting creditors’ rights generally and to general principles of equity (regardless of whether enforcement is sought in a proceeding in equity or at law). (c) The execution, delivery and performance by the Assignor of this Assignment Agreement and the consummation of the transactions contemplated thereby hereby do not require the consent or approval of, the giving of notice to, the registration with, or the taking of any other action in respect of, any state, federal or other governmental authority or agency, except such as has been obtained, given, effected or taken prior to the date thereof. (d) The execution and delivery of this Assignment Agreement have been duly authorized by all necessary corporate action on the part of the Assignor; neither the execution and delivery by the Assignor of this Assignment Agreement, nor the consummation by the Assignor of the transactions therein herein contemplated, nor compliance by the Assignor with the provisions thereofhereof, will conflict with or result in a breach of, or constitute a default under, any of the provisions of the governing documents of the Assignor or any law, governmental rule or regulation or any material judgment, decree or order binding on the Assignor or any of its properties, or any of the provisions of any material indenture, mortgage, deed of trust, contract or other instrument to which the Assignor is a party or by which it is bound. (e) There are no actions, suits or proceedings pending or, to the knowledge of the Assignor, threatened, before or by any court, administrative agency, arbitrator or governmental body (A) with respect to any of the transactions contemplated by this Assignment Agreement or (B) with respect to any other matter that in the judgment of the Assignor will be determined adversely to the Assignor and will if determined adversely to the Assignor materially adversely affect its ability to perform its obligations under this Assignment Agreement. (f) With respect to each Mortgage Loan, except Except for the sale to the Assignee, the Assignor has not assigned or pledged any Mortgage Note or the related Mortgage or any interest or participation therein. (g) With respect to each Mortgage Loan, the The Assignor has not satisfied, canceled, or subordinated in whole or in part, or rescinded the Mortgage, and the Assignor has not released the Mortgaged Property from the lien of the Mortgage, in whole or in part, nor has the Assignor executed an instrument that would effect any such release, cancellation, subordination, or rescission. The Assignor has not released any Mortgagor, in whole or in part, except in connection with an assumption agreementagreement or other agreement approved by the related Federal Insurer, to the extent such approval was required. It is understood and agreed that . (h) With respect to each Mortgage Loan, the representations and warranties set forth contained in this Section 5 shall survive delivery 3.2 of the respective Mortgage Files Flow SWSA, to the Trustee extent they relate to matters arising on or after the related Closing Date (or its custodian) as defined in the Flow SWSA), are true and shall inure to the benefit correct as of the Assignee and its assigns notwithstanding any restrictive or qualified endorsement or assignment. Upon the discovery by the Assignor, the Master Servicer 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 Agreement, and in no event later than two (2) Business Days from the date of such discoverythis Assignment Agreement. It is further understood and agreed that the Assignor shall be deemed not to have made For purposes of making the representations and warranties contemplated in the this paragraph, each reference in Section 3.2 of the Flow SWSA to (i) the “Cut-off Date” shall be deemed to be a reference to October 1, 2006, (ii) the “Mortgage Loan Schedule” and shall be deemed to be a reference to Exhibit 1 hereto and (iii) the “Closing Date” shall be deemed to be a reference to October 30, 2006. (i) Each Mortgage Loan, at the time it was originated, complied in all material respects with applicable local, state and federal laws, including, but not limited to, all applicable predatory and abusive lending laws; and none of the Mortgage Loans are “high-cost,” “high-cost home” or “covered” loans under any applicable federal, state or local predatory or abusive lending law. (j) No Mortgage Loan is a High Cost Loan or Covered Loan, as applicable (as such terms are defined in the then current Standard & Poor’s Glossary) and no Mortgage Loan originated on or after October 1, 2002 through March 6, 2003 is governed by the Georgia Fair Lending Act. For the purposes of this Section 5 with respect to, and to 5(j) the extent of, representations and warranties made, as to the matters covered in this Section 5, by the Servicer in the Servicing Agreement (or any officer’s certificate delivered pursuant thereto). It is understood and agreed that the Assignor has made no representations or warranties to the Assignee other than those contained in this Section 5, and no other affiliate of the Assignor has made any representations or warranties of any kind to the Assignee.following definitions shall apply:

Representations and Warranties of the Assignor. The Assignor hereby represents and warrants to as of the Assignee Closing Date, or as followsof such other date specified in such representation and warranty, that: (a) The Assignor has been is a limited liability company duly organized and is formed, validly existing as a limited partnership and in good standing under the laws of the State of Delaware with Delaware. The Assignor has full power limited liability company power, authority and authority (corporate legal right to own its properties and other) conduct its business as such properties are presently owned and as such business is presently conducted, and to enter into execute, deliver and perform its obligations under the Servicing Agreement and this Agreement.. The Assignor is duly qualified to do business and is in good standing as a foreign entity, and has obtained all necessary licenses and approvals in each jurisdiction necessary to carry on its business as presently conducted and to perform its obligations under this Agreement. 160 (b) This Agreement has been duly executed and delivered by the Assignor, and, assuming due authorization, execution and delivery by each of the other parties hereto, constitutes a legal, valid, and binding agreement of the Assignor, enforceable against it in accordance with its terms, subject to bankruptcy, insolvency, reorganization, moratorium, or other similar laws affecting creditors’ rights generally and to general principles of equity regardless of whether enforcement is sought in a proceeding in equity or at law. (c) The execution, delivery and performance by the Assignor of this Agreement and the consummation by the Assignor of the transactions contemplated thereby do not require the consent or approval of, the giving of notice to, the registration with, or the taking of any other action provided for in respect of, any state, federal or other governmental authority or agency, except such as has been obtained, given, effected or taken prior to the date thereof. (d) The execution and delivery of this Agreement have been duly authorized by the Assignor by all necessary corporate action on limited liability company action. (c) This Agreement has been duly and validly executed and delivered by the part Assignor and constitutes the legal, valid and binding obligation of the Assignor, enforceable against it in accordance with its terms, except as such enforceability may be subject to or limited by Debtor Relief Laws or by general principles of equity (whether considered in a suit at law or in equity). (d) The execution, delivery and performance by the Assignor of this Agreement and the consummation by the Assignor of the transactions contemplated hereby do not contravene (i) the Assignor’s limited liability company agreement, (ii) any law, rule or regulation applicable to the Assignor, (iii) any contractual restriction contained in any material indenture, loan or credit agreement, lease, mortgage, deed of trust, security agreement, bond, note, or other material agreement or instrument binding on the Assignor or (iv) any order, writ, judgment, award, injunction or decree binding on or affecting the Assignor or its properties (except where such contravention would not have a Material Adverse Effect with respect to the Assignor or its properties), and do not result in or require the creation of any Lien upon or with respect to any of its properties (except pursuant to this Agreement); neither and no transaction contemplated hereby requires compliance with any bulk sales act or similar law. To the extent that this representation is being made with respect to Title I of ERISA or Section 4975 of the Code, it is made subject to the assumption that none of the assets being used to purchase the Assets constitute assets of any Benefit Plan or Plan with respect to which the Assignor is a party in interest or disqualified person. (e) There are no proceedings or investigations pending, or to the best knowledge of the Assignor threatened, against the Assignor before any court, regulatory body, administrative agency or other tribunal or governmental instrumentality (A) asserting the invalidity of this Agreement, (B) seeking to prevent the consummation of any of the transactions contemplated by this Agreement, (C) seeking any determination or ruling that would adversely affect the validity or enforceability of this Agreement or (D) seeking any determination or ruling that would, if adversely determined, be reasonably likely to have a Material Adverse Effect with respect to the Assignor. (f) All approvals, authorizations, consents or orders of any court or governmental agency or body required in connection with the execution and delivery by the Assignor of this Agreement, nor the consummation by the Assignor of the transactions therein contemplated, nor compliance by the Assignor with the provisions thereof, will conflict with or result in a breach of, or constitute a default under, any of the provisions of the governing documents of the Assignor or any law, governmental rule or regulation or any material judgment, decree or order binding on the Assignor or any of its properties, or any of the provisions of any material indenture, mortgage, deed of trust, contract or other instrument to which the Assignor is a party or by which it is bound. (e) There are no actions, suits or proceedings pending or, to the knowledge of the Assignor, threatened, before or by any court, administrative agency, arbitrator or governmental body (A) with respect to any of the transactions contemplated hereby and the performance by this Agreement or (B) it of, and the compliance by it with, the terms hereof, have been obtained, except where the failure to do so would not have a Material Adverse Effect with respect to any other matter that in the judgment of the Assignor will be determined adversely to the Assignor and will if determined adversely to the Assignor materially adversely affect its ability to perform its obligations under this Agreement. (f) With respect to each Mortgage Loan, except for the sale to the Assignee, the Assignor has not assigned or pledged any Mortgage Note or the related Mortgage or any interest or participation thereinAssignor. (g) With respect The Assignor, both prior to each Mortgage Loanand immediately after giving effect to the sale of Assets to the Depositor on the date hereof, (A) is not insolvent (as such term is defined in the Bankruptcy Code), (B) is able to pay its debts as they become due and (C) does not have 161 unreasonably small capital for the business in which it is engaged or for any business or transaction in which it is about to engage. (h) The Assignor has not satisfiedwas formed on ________, canceled20__, or subordinated in whole or in part, or rescinded as a limited liability company under the Mortgage, and the Assignor has not released the Mortgaged Property from the lien laws of the Mortgage, in whole or in part, nor State of Delaware and has at all times since such date remained as a limited liability company under the Assignor executed an instrument that would effect any such release, cancellation, subordination, or rescission. The Assignor has not released any Mortgagor, in whole or in part, except in connection with an assumption agreement, to laws of the extent such approval was requiredState of Delaware. It is understood and agreed that the representations and warranties set forth contained in this Section 5 6 shall remain operative and in full force and effect, shall survive delivery the transfer and conveyance of the respective Mortgage Files Assets by the Assignor to the Trustee (or its custodian) Depositor and the sale of the Assets to the Issuer and shall inure to the benefit of the Assignee Depositor and its respective assignees, successors and assigns notwithstanding any restrictive or qualified endorsement or assignment. Upon (including the discovery by Issuer and the Assignor, the Master Servicer 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 Agreement, and in no event later than two (2) Business Days from the date of such discovery. It is further understood and agreed that the Assignor shall be deemed not to have made the representations and warranties in this Section 5 with respect to, and to the extent of, representations and warranties made, as to the matters covered in this Section 5, by the Servicer in the Servicing Agreement (or any officer’s certificate delivered pursuant theretoSeries 2008-A Trustee). It is understood and agreed that the Assignor has made no representations or warranties to the Assignee other than those contained in this Section 5, and no other affiliate of the Assignor has made any representations or warranties of any kind to the Assignee.

Representations and Warranties of the Assignor. The Assignor hereby represents and warrants to the Assignee as follows: (a) The Assignor has been duly organized and is validly existing as a limited partnership corporation in good standing under the laws of the State of Delaware with full power and authority (corporate and other) to enter into and perform its obligations under the Sale and Servicing Agreement Agreement, the Commitment Letter and this Assignment Agreement. (b) This Assignment Agreement has been duly executed and delivered by the Assignor, and, assuming due authorization, execution and delivery by each of the other parties hereto, constitutes a legal, valid, and binding agreement of the Assignor, enforceable against it in accordance with its terms, subject to bankruptcy, insolvency, reorganization, moratorium, or other similar laws affecting creditors’ rights generally and to general principles of equity regardless of whether enforcement is sought in a proceeding in equity or at law. (c) The execution, delivery and performance by the Assignor of this Assignment Agreement and the consummation of the transactions contemplated thereby hereby do not require the consent or approval of, the giving of notice to, the registration with, or the taking of any other action in respect of, any state, federal or other governmental authority or agency, except such as has been obtained, given, effected or taken prior to the date thereofhereof. (d) The execution and delivery of this Assignment Agreement have been duly authorized by all necessary corporate action on the part of the Assignor; neither the execution and delivery by the Assignor of this Assignment Agreement, nor the consummation by the Assignor of the transactions therein herein contemplated, nor compliance by the Assignor with the provisions thereofhereof, will conflict with or result in a breach of, or constitute a default under, any of the provisions of the governing documents of the Assignor or any law, governmental rule or regulation or any material judgment, decree or order binding on the Assignor or any of its properties, or any of the provisions of any material indenture, mortgage, deed of trust, contract or other instrument to which the Assignor is a party or by which it is bound. (e) There are no actions, suits or proceedings pending or, to the knowledge of the Assignor, threatened, before or by any court, administrative agency, arbitrator or governmental body (A) with respect to any of the transactions contemplated by this Assignment Agreement or (B) with respect to any other matter that in the judgment of the Assignor will be determined adversely to the Assignor and will and, if determined adversely to the Assignor will materially and adversely affect its ability to perform its obligations under this Assignment Agreement. (f) With respect to each Mortgage Loan, except Except for the sale to the Assignee, the Assignor has not assigned or pledged any Mortgage Note related to any Assigned Mortgage Loan or the related Mortgage or any interest or participation therein. (g) With respect to each Mortgage Loan, the The Assignor has not satisfied, canceled, or subordinated in whole or in part, or rescinded the MortgageMortgage related to any Assigned Mortgage Loan, and the Assignor has not released the Mortgaged Property from the lien of the MortgageMortgage related to any Assigned Mortgage Loan, in whole or in part, nor has the Assignor executed an instrument that would effect any such release, cancellation, subordination, or rescission. The Assignor has not released any Mortgagor, in whole or in part, except in connection with an assumption agreement, to the extent such approval was required. It is understood and agreed that the representations and warranties set forth in this Section 5 shall survive delivery of the respective Mortgage Files to the Trustee (or its 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, the Master Servicer 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 Agreement, and in no event later than two (2) Business Days from the date of such discovery. It is further understood and agreed that the Assignor shall be deemed not to have made the representations and warranties in this Section 5 with respect to, and to the extent of, representations and warranties made, as to the matters covered in this Section 5, by the Servicer in the Servicing Agreement (or any officer’s certificate delivered pursuant thereto). It is understood and agreed that the Assignor has made no representations or warranties to the Assignee other than those contained in this Section 5, and no other affiliate of the Assignor has made any representations or warranties of any kind to the Assignee.

Representations and Warranties of the Assignor. The Assignor hereby warrants and represents and warrants to the Assignee and the Trustee as followsof date hereof, unless otherwise stated below that: (a) The Assignor has been duly organized and is validly existing as a limited partnership in good standing under the laws of the State of Delaware New York with full power and authority (corporate and other) to enter into and perform its obligations under the Servicing Agreement Agreements and this Agreement. (b) This Agreement has been duly executed and delivered by the Assignor, and, assuming due authorization, execution and delivery by each of the other parties hereto, constitutes a legal, valid, and binding agreement of the Assignor, enforceable against it in accordance with its terms, subject to bankruptcy, insolvency, reorganization, moratorium, moratorium or other similar laws affecting creditors’ rights generally and to general principles of equity regardless of whether enforcement is sought in a proceeding in equity or at law.. 195634 GSR 2000-XX0 Xxxxx XXX (Seller to Depositor) (c) The execution, delivery and performance by the Assignor of this Agreement and the consummation of the transactions contemplated thereby hereby do not require the consent or approval of, the giving of notice to, the registration with, with or the taking of any other action in respect of, any state, federal or other governmental authority or agency, except such as has been obtained, given, effected or taken prior to the date thereofhereof. (d) The execution and delivery of this Agreement have been duly authorized by all necessary corporate action on the part of the Assignor; neither the execution and delivery by the Assignor of this Agreement, nor the consummation by the Assignor of the transactions therein herein contemplated, nor compliance by the Assignor with the provisions thereof, hereof will conflict with or result in a breach of, or constitute a default under, any of the provisions of the governing documents of the Assignor or any law, governmental rule or regulation or any material judgment, decree or order binding on the Assignor or any of its properties, or any of the provisions of any material indenture, mortgage, deed of trust, contract or other instrument to which the Assignor is a party or by which it is bound. (e) There are no actions, suits or proceedings pending or, to the knowledge of the Assignor, threatened, before or by any court, administrative agency, arbitrator or governmental body (Ai) with respect to any of the transactions contemplated by this Agreement or (Bii) with respect to any other matter that in the judgment of the Assignor will be determined adversely to the Assignor and will will, if determined adversely to the Assignor Assignor, materially adversely affect its ability to perform its obligations under this Agreement. (f) With respect The Assignor is the sole owner of record and holder of the Mortgage Loans and the indebtedness evidenced by each Mortgage Note. The Mortgage Loans are not assigned or pledged, and the Assignor has good, indefeasible and marketable title thereto, and has full right to transfer and sell the Mortgage Loans to the Assignee free and clear of any encumbrance, equity, participation interest, lien, pledge, charge, claim or security interest, and has full right and authority subject to no interest or participation of, or agreement with, any other party, to sell and assign each Mortgage Loan pursuant to this Agreement and following the sale of each Mortgage Loan, except for the sale Assignee will own such Mortgage Loan free and clear of any encumbrance, equity, participation interest, lien, pledge, charge, claim or security interest. The Assignor intends to relinquish all rights to possess, control and monitor the Assignee, the Assignor has not assigned or pledged any Mortgage Note or the related Mortgage or any interest or participation thereinLoan. (g) With respect to each Mortgage Loan, the The Assignor has not satisfiedwaived the performance by the Mortgagor of any action, canceled, or subordinated if the Mortgagor’s failure to perform such action would cause the Mortgage Loan to be in whole or in part, or rescinded the Mortgage, and the Assignor has not released the Mortgaged Property from the lien of the Mortgage, in whole or in partdefault, nor has the Assignor executed an instrument that would effect Company waived any default resulting from any action or inaction by the Mortgagor. (h) As of August 24, 2006, with respect to the Mortgage Loans, any and all requirements of any federal, state or local law including, without limitation, usury, truth-in-lending, real estate settlement procedures, consumer credit protection, equal credit opportunity and disclosure laws, all applicable predatory and abusive lending laws or unfair and deceptive practices laws applicable to the Mortgage Loan, including, without limitation, any provisions related to Prepayment Premiums, have been complied with, and the consummation of the transactions contemplated hereby will not involve the violation of any such releaselaws or regulations. All inspections, cancellationlicenses and certificates required to be made or issued with respect to all occupied portions of the Mortgaged Properties and, subordination, or rescission. The Assignor has not released any Mortgagor, in whole or in part, except in connection with an assumption agreement, respect to the extent such approval was required. It is understood use and agreed that the representations and warranties set forth in this Section 5 shall survive delivery occupancy of the respective same, including but not limited to certificates of occupancy and fire underwriting certificates, have been made or obtained from the appropriate authorities. 195634 GSR 2000-XX0 Xxxxx XXX (Seller to Depositor) (i) No Transferred Mortgage Files to Loan is a “High Cost Loan” or “Covered Loan,” as applicable, as such terms are defined in the Trustee then current Standard & Poor’s LEVELSâ Glossary. In addition, no Transferred Mortgage Loan is a “high-cost,” “high-cost home,” “covered,” “high-risk home,” or “predatory” loan under any applicable federal, state or local predatory or abusive lending law (or its custodian) and shall inure to the benefit of the Assignee and its assigns notwithstanding any restrictive a similarly classified loan using different terminology under a law imposing heightened regulatory scrutiny or qualified endorsement or assignment. Upon the discovery by the Assignoradditional legal liability for residential mortgage loans having high interest rates, the Master Servicer 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 Agreement, and in no event later than two (2) Business Days from the date of such discovery. It is further understood and agreed that the Assignor shall be deemed not to have made the representations and warranties in this Section 5 with respect to, and to the extent of, representations and warranties made, as to the matters covered in this Section 5, by the Servicer in the Servicing Agreement (or any officer’s certificate delivered pursuant theretopoints and/or fees). It is understood and agreed that the Assignor has made no representations or warranties to the Assignee other than those contained in this Section 5, and no other affiliate of Mortgage Loan originated on or after October 1, 2002 through March 6, 2003 is governed by the Assignor has made any representations or warranties of any kind to the AssigneeGeorgia Fair Lending Act.

Representations and Warranties of the Assignor. The Assignor hereby represents and warrants to the Assignee as follows: (a) The Assignor has been duly organized and is validly existing as a limited partnership in good standing under the laws of the State of Delaware New York with full power and authority (corporate and other) to enter into and perform its obligations under the Servicing Agreement Agreement, the Commitment Letters, and this Assignment Agreement. (b) This Assignment Agreement has been duly executed and delivered by the Assignor, and, assuming due authorization, execution and delivery by each of the other parties hereto, constitutes a legal, valid, and binding agreement of the Assignor, enforceable against it in accordance with its terms, subject to bankruptcy, insolvency, reorganization, moratorium, or other similar laws affecting creditors’ rights generally and to general principles of equity regardless of whether enforcement is sought in a proceeding in equity or at law. (c) The execution, delivery and performance by the Assignor of this Assignment Agreement and the consummation of the transactions contemplated thereby hereby do not require the consent or approval of, the giving of notice to, the registration with, or the taking of any other action in respect of, any state, federal or other governmental authority or agency, except such as has been obtained, given, effected or taken prior to the date thereofhereof. (d) The execution and delivery of this Assignment Agreement have been duly authorized by all necessary corporate partnership action on the part of the Assignor; neither the execution and delivery by the Assignor of this Assignment Agreement, nor the consummation by the Assignor of the transactions therein herein contemplated, nor compliance by the Assignor with the provisions thereofhereof, will conflict with or result in a breach of, or constitute a default under, any of the provisions of the governing documents of the Assignor or any law, governmental rule or regulation or any material judgment, decree or order binding on the Assignor or any of its properties, or any of the provisions of any material indenture, mortgage, deed of trust, contract or other instrument to which the Assignor is a party or by which it is bound. (e) There are no actions, suits or proceedings pending or, to the knowledge of the Assignor, threatened, before or by any court, administrative agency, arbitrator or governmental body (A) with respect to any of the transactions contemplated by this Assignment Agreement or (B) with respect to any other matter that in the judgment of the Assignor will be determined adversely to the Assignor and will if determined adversely to the Assignor materially adversely affect its ability to perform its obligations under this Assignment Agreement. (f) With respect to each Mortgage Loan, except Except for the sale to the Assignee, the Assignor has not assigned or pledged any Mortgage Note or the related Mortgage or any interest or participation therein. (g) With respect to each Mortgage Loan, the The Assignor has not satisfied, canceled, or subordinated in whole or in part, or rescinded the any Mortgage, and the Assignor has not released the any Mortgaged Property from the lien of the related Mortgage, in whole or in part, nor has the Assignor executed an instrument that would effect any such release, cancellation, subordination, or rescission. The Assignor has not released any Mortgagor, in whole or in part, except in connection with an assumption agreementagreement or other agreement approved by the related Federal Insurer, to the extent such approval was required. It is understood and agreed that . (h) With respect to the Mortgage Loans, the representations and warranties set forth contained in this Section 5 shall survive delivery 3.2 of the respective Mortgage Files Servicing Agreement, to the Trustee extent they relate to matters arising on or after the related Closing Date (or its custodian) as defined in the Sale Agreement), are true and shall inure to the benefit correct as of the Assignee and its assigns notwithstanding any restrictive or qualified endorsement or assignment. Upon the discovery by the Assignor, the Master Servicer 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 Agreement, and in no event later than two (2) Business Days from the date of such discoverythis Assignment Agreement. It is further understood and agreed that the Assignor shall be deemed not to have made For purposes of making the representations and warranties contemplated in this the foregoing sentence, each reference in Section 5 with respect to, and to the extent of, representations and warranties made, as to the matters covered in this Section 5, by the Servicer in 3.2 of the Servicing Agreement to (i) the “Cut-off Date” shall be deemed to be a reference to February 1, 2007, (ii) the “Mortgage Loan Schedule” shall be deemed to be a reference to Exhibit 1 hereto and (iii) the “Closing Date” shall be deemed to be a reference to February 23, 2007. (i) Each Mortgage Loan, at the time it was originated, complied in all material respects with applicable local, state and federal laws, including, but not limited to, all applicable predatory and abusive lending laws; and none of the Mortgage Loans are “high-cost,” “high-cost home” or “covered” loans under any officerapplicable federal, state or local predatory or abusive lending law. (j) No Mortgage Loan is a High Cost Loan or Covered Loan, as applicable (as such terms are defined in the then current Standard & Poor’s certificate delivered pursuant thereto)LEVELS® Glossary, Appendix E, in effect on February 1, 2007) and no Mortgage Loan originated on or after October 1, 2002 through March 6, 2003 is governed by the Georgia Fair Lending Act. It is understood and agreed that For the Assignor has made no representations or warranties to the Assignee other than those contained in purposes of this Section 5, and no other affiliate of 5(j) the Assignor has made any representations or warranties of any kind to the Assignee.following definitions shall apply:

Representations and Warranties of the Assignor. The Assignor hereby represents and warrants to the Assignee as follows: (a) The Assignor has been duly organized and is validly existing as a limited partnership corporation in good standing under the laws of the State of Delaware with full power and authority (corporate and other) to enter into and perform its obligations under the Warranties and Servicing Agreement Agreements and this Assignment Agreement. (b) This Assignment Agreement has been duly executed and delivered by the Assignor, and, and (assuming due authorization, execution and delivery by each of the other parties hereto, ) constitutes a legal, valid, and binding agreement of the Assignor, enforceable against it in accordance with its terms, subject to bankruptcy, insolvency, reorganization, moratorium, or other similar laws affecting creditors’ rights generally and to general principles of equity (regardless of whether enforcement is sought in a proceeding in equity or at law). (c) The execution, delivery and performance by the Assignor of this Assignment Agreement and the consummation of the transactions contemplated thereby hereby do not require the consent or approval of, the giving of notice to, the registration with, or the taking of any other action in respect of, any state, federal or other governmental authority or agency, except such as has been obtained, given, effected or taken prior to the date thereof. (d) The execution and delivery of this Assignment Agreement have been duly authorized by all necessary corporate action on the part of the Assignor; neither the execution and delivery by the Assignor of this Assignment Agreement, nor the consummation by the Assignor of the transactions therein herein contemplated, nor compliance by the Assignor with the provisions thereofhereof, will conflict with or result in a breach of, or constitute a default under, any of the provisions of the governing documents of the Assignor or any law, governmental rule or regulation or any material judgment, decree or order binding on the Assignor or any of its properties, or any of the provisions of any material indenture, mortgage, deed of trust, contract or other instrument to which the Assignor is a party or by which it is bound. (e) There are no actions, suits or proceedings pending or, to the knowledge of the Assignor, threatened, before or by any court, administrative agency, arbitrator or governmental body (A) with respect to any of the transactions contemplated by this Assignment Agreement or (B) with respect to any other matter that in the judgment of the Assignor will be determined adversely to the Assignor and will if determined adversely to the Assignor materially adversely affect its ability to perform its obligations under this Assignment Agreement. (f) With respect to each Mortgage Loan, except Except for the sale to the Assignee, the Assignor has not assigned or pledged any Mortgage Note or the related Mortgage or any interest or participation therein. (g) With respect to each Mortgage Loan, the The Assignor has not satisfied, canceled, or subordinated in whole or in part, or rescinded the Mortgage, and the Assignor has not released the Mortgaged Property from the lien of the Mortgage, in whole or in part, nor has the Assignor executed an instrument that would effect any such release, cancellation, subordination, or rescission. The Assignor has not released any Mortgagor, in whole or in part, except in connection with an assumption agreementagreement or other agreement approved by the related Federal Insurer, to the extent such approval was required. (h) With respect to each Mortgage Loan, the representations and warranties contained in Section 3.2 of the Warranties and Servicing Agreements, to the extent they relate to matters arising on or after the related Closing Date (as defined in the Warranties and Servicing Agreements), are true and correct as of the date of this Assignment Agreement. For purposes of making the representations and warranties contemplated in the foregoing sentence, each reference in Section 3.2 of the Warranties and Servicing Agreements to (i) the “Cut-off Date” shall be deemed to be a reference to January 1, 2006, (ii) the “Mortgage Loan Schedule” shall be deemed to be a reference to Exhibit 1 hereto and (iii) the “Closing Date” shall be deemed to be a reference to January 30, 2006. (i) Each Mortgage Loan, at the time it was originated, complied in all material respects with applicable local, state and federal laws, including, but not limited to, all applicable predatory and abusive lending laws; none of the Mortgage Loans are “high cost,” “high cost home” or “covered” loans under any applicable federal, state or local predatory or abusive lending law; no Mortgage Loan is a “High Cost Loan” or “Covered Loan,” as applicable (as such terms are defined in the then current Standard & Poor’s LEVELSâ Glossary, Appendix E, in effect on January 1, 2006); and no Mortgage Loan originated on or after October 1, 2002, through March 6, 2003, is governed by the Georgia Fair Lending Act. It is understood and agreed that the representations and warranties set forth in this Section 5 6 shall survive delivery of the respective Mortgage Files to the Trustee (or its custodian) JPMorgan 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, the Master Servicer 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 7 below to repurchase 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 this Section 6. It is further understood and agreed that the Assignor shall be deemed not to have made the representations and warranties in this Section 5 6 with respect to, and to the extent of, representations and warranties made, as to the matters covered in this Section 56, by the Servicer in the Warranties and Servicing Agreement Agreements (or any officer’s certificate delivered pursuant thereto). It is understood and agreed that the Assignor has made no representations or warranties to the Assignee other than those contained in this Section 56, and no other affiliate of the Assignor has made any representations or warranties of any kind to the Assignee.

Representations and Warranties of the Assignor. The Assignor hereby represents and warrants to the Assignee as follows: (a) The Assignor has been duly organized and is validly existing as a limited partnership in good standing under the laws of the State of Delaware New York with full power and authority (corporate and other) to enter into and perform its obligations under the Warranties and Servicing Agreement Agreements and this Assignment Agreement. (b) This Assignment Agreement has been duly executed and delivered by the Assignor, and, assuming due authorization, execution and delivery by each of the other parties hereto, constitutes a legal, valid, and binding agreement of the Assignor, enforceable against it in accordance with its terms, subject to bankruptcy, insolvency, reorganization, moratorium, or other similar laws affecting creditors’ rights generally and to general principles of equity regardless of whether enforcement is sought in a proceeding in equity or at law. (c) The execution, delivery and performance by the Assignor of this Assignment Agreement and the consummation of the transactions contemplated thereby hereby do not require the consent or approval of, the giving of notice to, the registration with, or the taking of any other action in respect of, any state, federal or other governmental authority or agency, except such as has been obtained, given, effected or taken prior to the date thereof. (d) The execution and delivery of this Assignment Agreement have been duly authorized by all necessary corporate partnership action on the part of the Assignor; neither the execution and delivery by the Assignor of this Assignment Agreement, nor the consummation by the Assignor of the transactions therein herein contemplated, nor compliance by the Assignor with the provisions thereofhereof, will conflict with or result in a breach of, or constitute a default under, any of the provisions of the governing documents of the Assignor or any law, governmental rule or regulation or any material judgment, decree or order binding on the Assignor or any of its properties, or any of the provisions of any material indenture, mortgage, deed of trust, contract or other instrument to which the Assignor is a party or by which it is bound. (e) There are no actions, suits or proceedings pending or, to the knowledge of the Assignor, threatened, before or by any court, administrative agency, arbitrator or governmental body (A) with respect to any of the transactions contemplated by this Assignment Agreement or (B) with respect to any other matter that in the judgment of the Assignor will be determined adversely to the Assignor and will if determined adversely to the Assignor materially adversely affect its ability to perform its obligations under this Assignment Agreement. (f) With respect to each Mortgage Loan, except Except for the sale to the Assignee, the Assignor has not assigned or pledged any Mortgage Note or the related Mortgage or any interest or participation therein. (g) With respect to each Mortgage Loan, the The Assignor has not satisfied, canceled, or subordinated in whole or in part, or rescinded the Mortgage, and the Assignor has not released the Mortgaged Property from the lien of the Mortgage, in whole or in part, nor has the Assignor executed an instrument that would effect any such release, cancellation, subordination, or rescission. The Assignor has not released any Mortgagor, in whole or in part, except in connection with an assumption agreementagreement or other agreement approved by the related federal insurer, to the extent such approval was required. (h) With respect to each Mortgage Loan, the representations and warranties contained in Section 3.2 of the Warranties and Servicing Agreements, to the extent they relate to matters arising on or after the related Closing Date (as defined in the Warranties and Servicing Agreements), are true and correct as of the date of this Assignment Agreement. For purposes of making the representations and warranties contemplated in the foregoing sentence, each reference in Section 3.2 of the Warranties and Servicing Agreements to (i) the “Cut-off Date” shall be deemed to be a reference to April 1, 2006, (ii) the “Mortgage Loan Schedule” shall be deemed to be a reference to Exhibit 1 hereto and (iii) the “Closing Date” shall be deemed to be a reference to April 28, 2006. (i) Each Mortgage Loan, at the time it was originated, complied in all material respects with applicable local, state and federal laws, including, but not limited to, all applicable predatory and abusive lending laws; none of the Mortgage Loans are “high cost,” “high cost home” or “covered” loans under any applicable federal, state or local predatory or abusive lending law; no Mortgage Loan is a “High Cost Loan” or “Covered Loan,” as applicable (as such terms are defined in the then current Standard & Poor’s LEVELSâ Glossary, Appendix E, in effect on April 1, 2006); and no Mortgage Loan originated on or after October 1, 2002, through March 6, 2003, is governed by the Georgia Fair Lending Act. It is understood and agreed that the representations and warranties set forth in this Section 5 shall survive delivery of the respective Mortgage Files to the Trustee (or its custodian) JPMorgan 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, the Master Servicer 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 6 below to repurchase 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 this Section 5. It is further understood and agreed that the Assignor shall be deemed not to have made the representations and warranties in this Section 5 with respect to, and to the extent of, representations and warranties made, as to the matters covered in this Section 5, by the Servicer in the Warranties and Servicing Agreement Agreements (or any officer’s certificate delivered pursuant thereto). It is understood and agreed that the Assignor has made no representations or warranties to the Assignee other than those contained in this Section 5, and no other affiliate of the Assignor has made any representations or warranties of any kind to the Assignee.

Representations and Warranties of the Assignor. 2.01 The Assignor hereby represents and warrants to the Assignee as followsVendor that: (a) The Assignor has been duly organized and it is validly existing as a limited partnership in good standing under the laws beneficial owner of the State of Delaware with full power and authority (corporate and other) to enter into and perform its obligations under the Servicing Agreement and this Agreement.Assignor's Interest; (b) This Agreement has been duly executed and delivered by the Assignor's Interest is free and clear of all charges, andliens and encumbrances of every description, assuming due authorization, execution and delivery by each of other than those set out in the other parties hereto, constitutes a legal, valid, and binding agreement of the Assignor, enforceable against it in accordance with its terms, subject to bankruptcy, insolvency, reorganization, moratorium, or other similar laws affecting creditors’ rights generally and to general principles of equity regardless of whether enforcement is sought in a proceeding in equity or at law.Agreement; (c) The execution, delivery and performance by the Assignor of this Agreement and mineral claims comprising the consummation of Property are in good standing in accordance with the transactions contemplated thereby do not require laws in effect in the consent or approval of, the giving of notice to, the registration with, or the taking of any other action jurisdiction in respect of, any state, federal or other governmental authority or agency, except such as has been obtained, given, effected or taken prior to the date thereof.which they are situated; (d) The execution and delivery of the entering into this Agreement have been duly authorized by all necessary corporate action on the part of the Assignor; neither the execution and delivery by the Assignor of this Agreement, nor the consummation by the Assignor of the transactions therein contemplated, nor compliance by the Assignor with the provisions thereof, will agreement does not conflict with any applicable law nor does it conflict with, or result in a breach of, of or constitute a default under, accelerate the performance required by any of the provisions of the governing documents of the Assignor or any law, governmental rule or regulation or any material judgment, decree or order binding on the Assignor or any of its properties, or any of the provisions of any material indenture, mortgage, deed of trust, contract or other instrument commitment to which the Assignor it is a party or by which it is bound.; (e) There reclamation and rehabilitation of those parts of the Property which have been previously worked by the Assignor have been properly completed in compliance with all applicable laws and the Assignor hereby covenants and agrees to save the Vendor harmless from and against any loss, liability, claim, demand, damage, expense, injury or death arising out of or in connection with the operations or activities which were carried out on the Property by the Assignor prior to the date of this agreement; (f) without limiting the generality of subparagraph 2.01(e), to the best of the Assignor's knowledge, the Assignor and its contractors: (i) have operated the Property and have at all times received, handled, used, stored, treated, shipped and disposed of all environmental or similar contaminants in strict compliance with all applicable environmental, health or safety laws, regulations, orders or approvals, and (ii) have removed from and off the Property all environmental or similar contaminants; (g) to the best of the Assignor's knowledge, there are no actionsorders or directions relating to environmental or similar matters requiring any work, suits repairs, construction or capital expenditures with respect to the Property and the conduct of the business related thereto, nor has the Assignor received any notice of such; (h) to the best of the Assignor's knowledge, no hazardous or toxic materials, substances, pollutants, contaminants or wastes have been released into the environment, or deposited, discharged, placed or disposed of at, on or near the Property as a result of its or its contractors' operations carried out on the Property; (i) to the best of the Assignor's knowledge: (i) no notices of any violation or apparent violation of any of the matters referred to in subparagraphs 2.01(e) through 2.01(h) relating to the Property or its use have been received by the Assignor; and (ii) there are no writs, injunctions, orders or judgments outstanding, no law suits, claims, proceedings or investigations pending oror threatened, relating to the use, maintenance or operation of the Property, whether related to environmental or similar matters, or otherwise, nor, to the knowledge of the Assignor, threatenedis there any basis for such law suits, before claims, proceedings or by any court, administrative agency, arbitrator investigations being instituted or governmental body filed; (Aj) with respect to any it has advised the Vendor of all of the transactions contemplated by this Agreement or (B) with respect material information relating to any other matter that in the judgment mineral potential of the Assignor will be determined adversely to the Assignor and will if determined adversely to the Assignor materially adversely affect its ability to perform its obligations under this Agreement. (f) With respect to each Mortgage Loan, except for the sale to the Assignee, Property of which the Assignor has not assigned or pledged any Mortgage Note or knowledge; (k) the related Mortgage or any interest or participation thereinAgreement is in good standing, and no party is in default thereunder. (g) With respect to each Mortgage Loan, 2.02 The representations and warranties hereinbefore set out are conditions upon which the Assignor Vendor has not satisfied, canceled, or subordinated relied in whole or in part, or rescinded entering into this agreement and shall survive the MortgageClosing, and the Assignor has not released hereby forever indemnifies and saves the Mortgaged Property Vendor harmless from the lien all loss, damage, costs, actions and suits arising out of the Mortgage, in whole or in part, nor has the Assignor executed an instrument that would effect any such release, cancellation, subordination, or rescission. The Assignor has not released any Mortgagor, in whole or in part, except in connection with an assumption agreement, to the extent such approval was required. It is understood and agreed that the representations and warranties set forth in this Section 5 shall survive delivery of the respective Mortgage Files to the Trustee (or its 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, the Master Servicer or the Assignee and its assigns of a breach of the foregoing representations any representation or warranty made by it and warranties, the party discovering such breach shall give prompt written notice to the other parties to this Agreement, and in no event later than two (2) Business Days from the date of such discovery. It is further understood and agreed that the Assignor shall be deemed not to have made the representations and warranties in this Section 5 with respect to, and to the extent of, representations and warranties made, as to the matters covered in this Section 5, by the Servicer in the Servicing Agreement (or any officer’s certificate delivered pursuant thereto). It is understood and agreed that the Assignor has made no representations or warranties to the Assignee other than those contained in this Section 5, and no other affiliate of the Assignor has made any representations or warranties of any kind to the Assigneeagreement.

Representations and Warranties of the Assignor. The Assignor hereby warrants and represents and warrants to the Assignee and the Trustee as followsof date hereof, unless otherwise stated below that: (a) The Assignor has been duly organized and is validly existing as a limited partnership in good standing under the laws of the State of Delaware New York with full power and authority (corporate and other) to enter into and perform its obligations under the Servicing Agreement Agreements and this Agreement. (b) This Agreement has been duly executed and delivered by the Assignor, and, assuming due authorization, execution and delivery by each of the other parties hereto, constitutes a legal, valid, and binding agreement of the Assignor, enforceable against it in accordance with its terms, subject to bankruptcy, insolvency, reorganization, moratorium, moratorium or other similar laws affecting creditors’ rights generally and to general principles of equity regardless of whether enforcement is sought in a proceeding in equity or at law. (c) The execution, delivery and performance by the Assignor of this Agreement and the consummation of the transactions contemplated thereby hereby do not require the consent or approval of, the giving of notice to, the registration with, with or the taking of any other action in respect of, any state, federal or other governmental authority or agency, except such as has been obtained, given, effected or taken prior to the date thereofhereof. (d) The execution and delivery of this Agreement have been duly authorized by all necessary corporate action on the part of the Assignor; neither the execution and delivery by the Assignor of this Agreement, nor the consummation by the Assignor of the transactions therein herein contemplated, nor compliance by the Assignor with the provisions thereof, hereof will conflict with or result in a breach of, or constitute a default under, any of the provisions of the governing documents of the Assignor or any law, governmental rule or regulation or any material judgment, decree or order binding on the Assignor or any of its properties, or any of the provisions of any material indenture, mortgage, deed of trust, contract or other instrument to which the Assignor is a party or by which it is bound. (e) There are no actions, suits or proceedings pending or, to the knowledge of the Assignor, threatened, before or by any court, administrative agency, arbitrator or governmental body (Ai) with respect to any of the transactions contemplated by this Agreement or (Bii) with respect to any other matter that in the judgment of the Assignor will be determined adversely to the Assignor and will will, if determined adversely to the Assignor Assignor, materially adversely affect its ability to perform its obligations under this Agreement. (f) With respect The Assignor is the sole owner of record and holder of the Mortgage Loans and the indebtedness evidenced by each Mortgage Note. The Mortgage Loans are not assigned or pledged, and the Assignor has good, indefeasible and marketable title thereto, and has full right to transfer and sell the Mortgage Loans to the Assignee free and clear of any encumbrance, equity, participation interest, lien, pledge, charge, claim or security interest, and has full right and authority subject to no interest or participation of, or agreement with, any other party, to sell and assign each Mortgage Loan pursuant to this Agreement and following the sale of each Mortgage Loan, except for the sale Assignee will own such Mortgage Loan free and clear of any encumbrance, equity, participation interest, lien, pledge, charge, claim or security interest. The Assignor intends to relinquish all rights to possess, control and monitor the Assignee, the Assignor has not assigned or pledged any Mortgage Note or the related Mortgage or any interest or participation thereinLoan. (g) With respect to each Mortgage Loan, the The Assignor has not satisfiedwaived the performance by the Mortgagor of any action, canceled, or subordinated if the Mortgagor’s failure to perform such action would cause the Mortgage Loan to be in whole or in part, or rescinded the Mortgage, and the Assignor has not released the Mortgaged Property from the lien of the Mortgage, in whole or in partdefault, nor has the Assignor executed an instrument that would effect Company waived any default resulting from any action or inaction by the Mortgagor. (h) As of April 28, 2004, with respect to the Mortgage Loans, any and all requirements of any federal, state or local law including, without limitation, usury, truth-in-lending, real estate settlement procedures, consumer credit protection, equal credit opportunity and disclosure laws, all applicable predatory and abusive lending laws or unfair and deceptive practices laws applicable to the Mortgage Loan, including, without limitation, any provisions related to Prepayment Premiums, have been complied with, and the consummation of the transactions contemplated hereby will not involve the violation of any such releaselaws or regulations. All inspections, cancellationlicenses and certificates required to be made or issued with respect to all occupied portions of the Mortgaged Properties and, subordination, or rescission. The Assignor has not released any Mortgagor, in whole or in part, except in connection with an assumption agreement, respect to the extent such approval was required. It is understood use and agreed that the representations and warranties set forth in this Section 5 shall survive delivery occupancy of the respective Mortgage Files same, including but not limited to the Trustee (certificates of occupancy and fire underwriting certificates, have been made or its 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, the Master Servicer 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 Agreement, and in no event later than two (2) Business Days obtained from the date of such discovery. It is further understood and agreed that the Assignor shall be deemed not to have made the representations and warranties in this Section 5 with respect to, and to the extent of, representations and warranties made, as to the matters covered in this Section 5, by the Servicer in the Servicing Agreement (or any officer’s certificate delivered pursuant thereto). It is understood and agreed that the Assignor has made no representations or warranties to the Assignee other than those contained in this Section 5, and no other affiliate of the Assignor has made any representations or warranties of any kind to the Assigneeappropriate authorities.

Representations and Warranties of the Assignor. The Assignor hereby represents and warrants to the Assignee as follows: (a) The Assignor has been duly organized and is validly existing as a limited partnership in good standing under the laws of the State of Delaware New York with full power and authority (corporate and other) to enter into and perform its obligations under the Warranties and Servicing Agreement Agreements and this Assignment Agreement. (b) This Assignment Agreement has been duly executed and delivered by the Assignor, and, assuming due authorization, execution and delivery by each of the other parties hereto, constitutes a legal, valid, and binding agreement of the Assignor, enforceable against it in accordance with its terms, subject to bankruptcy, insolvency, reorganization, moratorium, or other similar laws affecting creditors’ rights generally and to general principles of equity regardless of whether enforcement is sought in a proceeding in equity or at law. (c) The execution, delivery and performance by the Assignor of this Assignment Agreement and the consummation of the transactions contemplated thereby hereby do not require the consent or approval of, the giving of notice to, the registration with, or the taking of any other action in respect of, any state, federal or other governmental authority or agency, except such as has been obtained, given, effected or taken prior to the date thereof. (d) The execution and delivery of this Assignment Agreement have been duly authorized by all necessary corporate partnership action on the part of the Assignor; neither the execution and delivery by the Assignor of this Assignment Agreement, nor the consummation by the Assignor of the transactions therein herein contemplated, nor compliance by the Assignor with the provisions thereofhereof, will conflict with or result in a breach of, or constitute a default under, any of the provisions of the governing documents of the Assignor or any law, governmental rule or regulation or any material judgment, decree or order binding on the Assignor or any of its properties, or any of the provisions of any material indenture, mortgage, deed of trust, contract or other instrument to which the Assignor is a party or by which it is bound. (e) There are no actions, suits or proceedings pending or, to the knowledge of the Assignor, threatened, before or by any court, administrative agency, arbitrator or governmental body (A) with respect to any of the transactions contemplated by this Assignment Agreement or (B) with respect to any other matter that in the judgment of the Assignor will be determined adversely to the Assignor and will if determined adversely to the Assignor materially adversely affect its ability to perform its obligations under this Assignment Agreement. (f) With respect to each Mortgage Loan, except Except for the sale to the Assignee, the Assignor has not assigned or pledged any Mortgage Note or the related Mortgage or any interest or participation therein. (g) With respect to each Mortgage Loan, the The Assignor has not satisfied, canceled, or subordinated in whole or in part, or rescinded the Mortgage, and the Assignor has not released the Mortgaged Property from the lien of the Mortgage, in whole or in part, nor has the Assignor executed an instrument that would effect any such release, cancellation, subordination, or rescission. The Assignor has not released any Mortgagor, in whole or in part, except in connection with an assumption agreementagreement or other agreement approved by the related federal insurer, to the extent such approval was required. (h) With respect to each Mortgage Loan, the representations and warranties contained in Section 3.2 of the Warranties and Servicing Agreements, to the extent they relate to matters arising on or after the related Closing Date (as defined in the Warranties and Servicing Agreements), are true and correct as of the date of this Assignment Agreement. For purposes of making the representations and warranties contemplated in the foregoing sentence, each reference in Section 3.2 of the Warranties and Servicing Agreements to (i) the “Cut-off Date” shall be deemed to be a reference to January 1, 2006, (ii) the “Mortgage Loan Schedule” shall be deemed to be a reference to Exhibit 1 hereto and (iii) the “Closing Date” shall be deemed to be a reference to January 30, 2006. (i) Each Mortgage Loan, at the time it was originated, complied in all material respects with applicable local, state and federal laws, including, but not limited to, all applicable predatory and abusive lending laws; none of the Mortgage Loans are “high cost,” “high cost home” or “covered” loans under any applicable federal, state or local predatory or abusive lending law; no Mortgage Loan is a “High Cost Loan” or “Covered Loan,” as applicable (as such terms are defined in the then current Standard & Poor’s LEVELSâ Glossary, Appendix E, in effect on January 1, 2006); and no Mortgage Loan originated on or after October 1, 2002, through March 6, 2003, is governed by the Georgia Fair Lending Act. It is understood and agreed that the representations and warranties set forth in this Section 5 shall survive delivery of the respective Mortgage Files to the Trustee (or its custodian) JPMorgan 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, the Master Servicer 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 6 below to repurchase 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 this Section 5. It is further understood and agreed that the Assignor shall be deemed not to have made the representations and warranties in this Section 5 with respect to, and to the extent of, representations and warranties made, as to the matters covered in this Section 5, by the Servicer in the Warranties and Servicing Agreement Agreements (or any officer’s certificate delivered pursuant thereto). It is understood and agreed that the Assignor has made no representations or warranties to the Assignee other than those contained in this Section 5, and no other affiliate of the Assignor has made any representations or warranties of any kind to the Assignee.

Representations and Warranties of the Assignor. The Assignor hereby represents and warrants to the Assignee as follows: (a) The Assignor has been duly organized and is validly existing as a limited partnership corporation in good standing under the laws of the State of Delaware with full power and authority (corporate and other) to enter into and perform its obligations under the Warranties and Servicing Agreement Agreements and this Assignment Agreement. (b) This Assignment Agreement has been duly executed and delivered by the Assignor, and, and (assuming due authorization, execution and delivery by each of the other parties hereto, ) constitutes a legal, valid, and binding agreement of the Assignor, enforceable against it in accordance with its terms, subject to bankruptcy, insolvency, reorganization, moratorium, or other similar laws affecting creditors’ rights generally and to general principles of equity (regardless of whether enforcement is sought in a proceeding in equity or at law). (c) The execution, delivery and performance by the Assignor of this Assignment Agreement and the consummation of the transactions contemplated thereby hereby do not require the consent or approval of, the giving of notice to, the registration with, or the taking of any other action in respect of, any state, federal or other governmental authority or agency, except such as has been obtained, given, effected or taken prior to the date thereof. (d) The execution and delivery of this Assignment Agreement have been duly authorized by all necessary corporate action on the part of the Assignor; neither the execution and delivery by the Assignor of this Assignment Agreement, nor the consummation by the Assignor of the transactions therein herein contemplated, nor compliance by the Assignor with the provisions thereofhereof, will conflict with or result in a breach of, or constitute a default under, any of the provisions of the governing documents of the Assignor or any law, governmental rule or regulation or any material judgment, decree or order binding on the Assignor or any of its properties, or any of the provisions of any material indenture, mortgage, deed of trust, contract or other instrument to which the Assignor is a party or by which it is bound. (e) There are no actions, suits or proceedings pending or, to the knowledge of the Assignor, threatened, before or by any court, administrative agency, arbitrator or governmental body (A) with respect to any of the transactions contemplated by this Assignment Agreement or (B) with respect to any other matter that in the judgment of the Assignor will be determined adversely to the Assignor and will if determined adversely to the Assignor materially adversely affect its ability to perform its obligations under this Assignment Agreement. (f) With respect to each Mortgage Loan, except Except for the sale to the Assignee, the Assignor has not assigned or pledged any Mortgage Note or the related Mortgage or any interest or participation therein. (g) With respect to each Mortgage Loan, the The Assignor has not satisfied, canceled, or subordinated in whole or in part, or rescinded the Mortgage, and the Assignor has not released the Mortgaged Property from the lien of the Mortgage, in whole or in part, nor has the Assignor executed an instrument that would effect any such release, cancellation, subordination, or rescission. The Assignor has not released any Mortgagor, in whole or in part, except in connection with an assumption agreementagreement or other agreement approved by the related Federal Insurer, to the extent such approval was required. It is understood and agreed that . (h) With respect to each Mortgage Loan, the representations and warranties set forth contained in this Section 5 shall survive delivery 3.2 of the respective Mortgage Files Warranties and Servicing Agreements, to the Trustee extent they relate to matters arising on or after the related Closing Date (or its custodian) as defined in the Warranties and shall inure to the benefit Servicing Agreements), are true and correct as of the Assignee and its assigns notwithstanding any restrictive or qualified endorsement or assignment. Upon the discovery by the Assignor, the Master Servicer 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 Agreement, and in no event later than two (2) Business Days from the date of such discoverythis Assignment Agreement. It is further understood and agreed that the Assignor shall be deemed not to have made For purposes of making the representations and warranties in this Section 5 with respect to, and to the extent of, representations and warranties made, as to the matters covered in this Section 5, by the Servicer contemplated in the Servicing Agreement (or any officer’s certificate delivered pursuant thereto). It is understood and agreed that the Assignor has made no representations or warranties to the Assignee other than those contained foregoing sentence, each reference in this Section 5, and no other affiliate 3.2 of the Assignor has made any representations or warranties of any kind Warranties and Servicing Agreements to (i) the Assignee“Cut-off Date” shall be deemed to be a reference to April 1, 2006, (ii) the “Mortgage Loan Schedule” shall be deemed to be a reference to Exhibit 1 hereto and (iii) the “Closing Date” shall be deemed to be a reference to April 28, 2006.

Representations and Warranties of the Assignor. The Assignor hereby represents and warrants to the Assignee as follows: (a) The Assignor has been duly organized and is validly existing as a limited partnership in good standing under the laws of the State of Delaware New York with full power and authority (corporate and other) to enter into and perform its obligations under the Sale and Servicing Agreement and this Assignment Agreement. (b) This Assignment Agreement has been duly executed and delivered by the Assignor, and, assuming due authorization, execution and delivery by each of the other parties hereto, constitutes a legal, valid, and binding agreement of the Assignor, enforceable against it in accordance with its terms, subject to bankruptcy, insolvency, reorganization, moratorium, or other similar laws affecting creditors’ rights generally and to general principles of equity regardless of whether enforcement is sought in a proceeding in equity or at law. (c) The execution, delivery and performance by the Assignor of this Assignment Agreement and the consummation of the transactions contemplated thereby do not require the consent or approval of, the giving of notice to, the registration with, or the taking of any other action in respect of, any state, federal or other governmental authority or agency, except such as has been obtained, given, effected or taken prior to the date thereof. (d) The execution and delivery of this Assignment Agreement have been duly authorized by all necessary corporate action on the part of the Assignor; neither the execution and delivery by the Assignor of this Assignment Agreement, nor the consummation by the Assignor of the transactions therein contemplated, nor compliance by the Assignor with the provisions thereof, will conflict with or result in a breach of, or constitute a default under, any of the provisions of the governing documents of the Assignor or any law, governmental rule or regulation or any material judgment, decree or order binding on the Assignor or any of its properties, or any of the provisions of any material indenture, mortgage, deed of trust, contract or other instrument to which the Assignor is a party or by which it is bound. (e) There are no actions, suits or proceedings pending or, to the knowledge of the Assignor, threatened, before or by any court, administrative agency, arbitrator or governmental body (A) with respect to any of the transactions contemplated by this Assignment Agreement or (B) with respect to any other matter that in the judgment of the Assignor will be determined adversely to the Assignor and will if determined adversely to the Assignor materially adversely affect its ability to perform its obligations under this Assignment Agreement. (f) With respect to each Mortgage Loan, except Except for the sale to the Assignee, the Assignor has not assigned or pledged any Mortgage Note or the related Mortgage or any interest or participation therein. (g) With respect to each Mortgage Loan, the The Assignor has not satisfied, canceled, or subordinated in whole or in part, or rescinded the Mortgage, and the Assignor has not released the Mortgaged Property from the lien of the Mortgage, in whole or in part, nor has the Assignor executed an instrument that would effect any such release, cancellation, subordination, or rescission. The Assignor has not released any Mortgagor, in whole or in part, except in connection with an assumption agreementagreement or other agreement approved by the related Federal Insurer, to the extent such approval was required. (h) Any and all requirements of any federal, state or local law including, without limitation, usury, truth-in-lending, real estate settlement procedures, consumer credit protection, equal credit opportunity, predatory and abusive lending or disclosure laws applicable to the Mortgage Loans have been complied with. All inspections, licenses and certificates required to be made or issued with respect to all occupied portions of the Mortgaged Properties and, with respect to the use and occupancy of the same, including but not limited to certificates of occupancy and fire underwriting certificates, have been made or obtained from the appropriate authorities. (i) No Transferred Mortgage Loan is a “High Cost Loan” or “Covered Loan,” as applicable, as such terms are defined in the then current Standard & Poor’s LEVELSâ Glossary. In addition, no Transferred Mortgage Loan is a “high-cost,” “high-cost home,” “covered,” “high-risk home,” or “predatory” loan under any applicable federal, state or local predatory or abusive lending law (or a similarly classified loan using different terminology under a law imposing heightened regulatory scrutiny or additional legal liability for residential mortgage loans having high interest rates, points and/or fees). (j) With respect to the Sale and Servicing Agreement, nothing has occurred or failed to occur from and after the closing date set forth in the Sale and Servicing Agreement to April 28, 2006, that would cause any of the representations and warranties relating to the Mortgage Loans set forth in Section 3.02 of the Sale and Servicing Agreement to be incorrect in any material respects as of the date hereof as if made on the date hereof. It is understood and agreed that the representations and warranties set forth in this Section 5 shall survive delivery of the respective Mortgage Files to the Trustee (or its custodian) 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, the Master Servicer 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 6 to repurchase 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 this Section 5. It is further understood and agreed that the Assignor shall be deemed not to have made the representations and warranties in this Section 5 with respect to, and to the extent of, representations and warranties made, as to the matters covered in this Section 5, by the Servicer in the Sale and Servicing Agreement (or any officer’s certificate delivered pursuant thereto). It is understood and agreed that the Assignor has made no representations or warranties to the Assignee other than those contained in this Section 5, and no other affiliate of the Assignor has made any representations or warranties of any kind to the Assignee.

Representations and Warranties of the Assignor. The Assignor hereby represents and warrants to the Assignee as followsfollows and acknowledges that the Assignee is relying upon such representations and warranties in connection with the execution, delivery and performance of this Agreement: (a) The the outstanding principal amount under the Note is USD$520,000; (b) each of the Pledge Agreement and the Note is in good standing and the Assignor is entitled to all benefits, rights and privileges thereunder; (c) the Assignor is not in material default or material breach of the Pledge Agreement or the Note and there exists no state of facts which after notice or the passage of time, or both, would constitute such a default or breach; (d) the Assignor has been the ability to sell, assign, transfer and convey all the rights and obligations of the Assignor under the Pledge Agreement and the Note to the Assignee as provided herein; (e) the Assignor is a company duly organized and is incorporated, validly existing as a limited partnership and in good standing under the laws of the State Province of Delaware with full power and authority British Columbia; (corporate and otherf) to enter into and perform its obligations under the Servicing Agreement and this Agreement. (b) This Agreement has been duly , when executed and delivered by the Assignordelivered, and, assuming due authorization, execution and delivery by each of the other parties hereto, constitutes will constitute a legal, valid, valid and binding agreement obligation of the Assignor, Assignor enforceable against it the Assignor in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium, or other insolvency and similar laws affecting creditors’ rights generally and to general principles of equity regardless of whether enforcement is sought in a proceeding in equity or at law.generally; (cg) The execution, delivery and performance by the Assignor has the capacity to enter into this Agreement and the execution of this Agreement and the consummation completion of the transactions contemplated thereby do hereby does not require violate the consent or approval ofconstating documents of the Assignor, the giving of notice to, the registration with, or the taking provisions of any other action in respect oflaw, any stateorder, federal rule or other governmental authority or agency, except such as has been obtained, given, effected or taken prior regulation applicable to the date thereof.Assignor or constitute a breach of any agreement to which the Assignor is a party; and (dh) The except for the written consent of the Pledgor as provided herein, neither the Assignor’s execution and delivery of this Agreement have been duly authorized by all necessary corporate action on nor the part performance of the Assignor; neither the execution and delivery by the Assignor of this Agreement, nor the consummation by the Assignor of the transactions therein contemplated, nor compliance by the Assignor with the provisions thereof, will conflict with terms hereof requires any consent or result in a breach of, or constitute a default under, approval from any of the provisions of the governing documents of the Assignor or any law, governmental rule or regulation or any material judgment, decree or order binding on the Assignor or any of its properties, or any of the provisions of any material indenture, mortgage, deed of trust, contract or other instrument to which the Assignor is a party or by which it is boundthird party. (e) There are no actions, suits or proceedings pending or, to the knowledge of the Assignor, threatened, before or by any court, administrative agency, arbitrator or governmental body (A) with respect to any of the transactions contemplated by this Agreement or (B) with respect to any other matter that in the judgment of the Assignor will be determined adversely to the Assignor and will if determined adversely to the Assignor materially adversely affect its ability to perform its obligations under this Agreement. (f) With respect to each Mortgage Loan, except for the sale to the Assignee, the Assignor has not assigned or pledged any Mortgage Note or the related Mortgage or any interest or participation therein. (g) With respect to each Mortgage Loan, the Assignor has not satisfied, canceled, or subordinated in whole or in part, or rescinded the Mortgage, and the Assignor has not released the Mortgaged Property from the lien of the Mortgage, in whole or in part, nor has the Assignor executed an instrument that would effect any such release, cancellation, subordination, or rescission. The Assignor has not released any Mortgagor, in whole or in part, except in connection with an assumption agreement, to the extent such approval was required. It is understood and agreed that the representations and warranties set forth in this Section 5 shall survive delivery of the respective Mortgage Files to the Trustee (or its 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, the Master Servicer 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 Agreement, and in no event later than two (2) Business Days from the date of such discovery. It is further understood and agreed that the Assignor shall be deemed not to have made the representations and warranties in this Section 5 with respect to, and to the extent of, representations and warranties made, as to the matters covered in this Section 5, by the Servicer in the Servicing Agreement (or any officer’s certificate delivered pursuant thereto). It is understood and agreed that the Assignor has made no representations or warranties to the Assignee other than those contained in this Section 5, and no other affiliate of the Assignor has made any representations or warranties of any kind to the Assignee.

Representations and Warranties of the Assignor. The Assignor hereby represents and warrants to the Assignee as follows: (a) The Assignor has been duly organized and is validly existing as a limited partnership _____________ in good standing under the laws of the State of Delaware New York with full power and authority (corporate and other) to enter into and perform its obligations under the Servicing Agreement and this Assignment Agreement. (b) This Assignment Agreement has been duly executed and delivered by the Assignor, and, assuming due authorization, execution and delivery by each of the other parties hereto, constitutes a legal, valid, and binding agreement of the Assignor, enforceable against it in accordance with its terms, subject to bankruptcy, insolvency, reorganization, moratorium, or other similar laws affecting creditors’ ' rights generally and to general principles of equity regardless of whether enforcement is sought in a proceeding in equity or at law. (c) The execution, delivery and performance by the Assignor of this Assignment Agreement and the consummation of the transactions contemplated thereby hereby do not require the consent or approval of, the giving of notice to, the registration with, or the taking of any other action in respect of, any state, federal or other governmental authority or agency, except such as has been obtained, given, effected or taken prior to the date thereof. (d) The execution and delivery of this Assignment Agreement have been duly authorized by all necessary corporate action on the part of the Assignor; neither the execution and delivery by the Assignor of this Assignment Agreement, nor the consummation by the Assignor of the transactions therein herein contemplated, nor compliance by the Assignor with the provisions thereofhereof, will conflict with or result in a breach of, or constitute a default under, any of the provisions of the governing documents of the Assignor or any law, governmental rule or regulation or any material judgment, decree or order binding on the Assignor or any of its properties, or any of the provisions of any material indenture, mortgage, deed of trust, contract or other instrument to which the Assignor is a party or by which it is bound. (e) There are no actions, suits or proceedings pending or, to the knowledge of the Assignor, threatened, before or by any court, administrative agency, arbitrator or governmental body (A) with respect to any of the transactions contemplated by this Assignment Agreement or (B) with respect to any other matter that in the judgment of the Assignor will be determined adversely to the Assignor and will if determined adversely to the Assignor materially adversely affect its ability to perform its obligations under this Assignment Agreement. (f) With respect to each Mortgage Loan, except Except for the sale to the Assignee, the Assignor has not assigned or pledged any Mortgage Note or the related Mortgage or any interest or participation therein. (g) With respect to each Mortgage Loan, the The Assignor has not satisfied, canceled, or subordinated in whole or in part, or rescinded the any Mortgage, and the Assignor has not released the any Mortgaged Property from the lien of the any Mortgage, in whole or in part, nor has the Assignor executed an instrument that would effect any such release, cancellation, subordination, or rescission. The Assignor has not released any Mortgagor, in whole or in part, except in connection with an assumption agreementagreement or other agreement approved by the related Federal Insurer, to the extent such approval was required. It is understood and agreed that the representations and warranties set forth in this Section 5 shall survive delivery of the respective Mortgage Files to the Trustee (or its custodian) 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, the Master Servicer 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 6 to repurchase 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 this Section 5. It is further understood and agreed that the Assignor shall be deemed not to have made the representations and warranties in this Section 5 with respect to, and to the extent of, representations and warranties made, as to the matters covered in this Section 5, by the Servicer in the Servicing Agreement (or any officer’s 's certificate delivered pursuant thereto). It is understood and agreed that the Assignor has made no representations or warranties to the Assignee other than those contained in this Section 5, and no other affiliate of the Assignor has made any representations or warranties of any kind to the Assignee.

Representations and Warranties of the Assignor. The Assignor hereby represents and warrants to the Assignee as follows: (a) The Assignor has been duly organized and is validly existing as a limited partnership corporation in good standing under the laws of the State of Delaware with full power and authority (corporate and other) to enter into and perform its obligations under the Sale and Servicing Agreement and this Assignment Agreement. (b) This Assignment Agreement has been duly executed and delivered by the Assignor, and, assuming due authorization, execution and delivery by each of the other parties hereto, constitutes a legal, valid, and binding agreement of the Assignor, enforceable against it in accordance with its terms, subject to bankruptcy, insolvency, reorganization, moratorium, or other similar laws affecting creditors’ rights generally and to general principles of equity regardless of whether enforcement is sought in a proceeding in equity or at law. (c) The execution, delivery and performance by the Assignor of this Assignment Agreement and the consummation of the transactions contemplated thereby do not require the consent or approval of, the giving of notice to, the registration with, or the taking of any other action in respect of, any state, federal or other governmental authority or agency, except such as has been obtained, given, effected or taken prior to the date thereof. (d) The execution and delivery of this Assignment Agreement have been duly authorized by all necessary corporate action on the part of the Assignor; neither the execution and delivery by the Assignor of this Assignment Agreement, nor the consummation by the Assignor of the transactions therein contemplated, nor compliance by the Assignor with the provisions thereof, will conflict with or result in a breach of, or constitute a default under, any of the provisions of the governing documents of the Assignor or any law, governmental rule or regulation or any material judgment, decree or order binding on the Assignor or any of its properties, or any of the provisions of any material indenture, mortgage, deed of trust, contract or other instrument to which the Assignor is a party or by which it is bound. (e) There are no actions, suits or proceedings pending or, to the knowledge of the Assignor, threatened, before or by any court, administrative agency, arbitrator or governmental body (A) with respect to any of the transactions contemplated by this Assignment Agreement or (B) with respect to any other matter that in the judgment of the Assignor will be determined adversely to the Assignor and will if determined adversely to the Assignor materially adversely affect its ability to perform its obligations under this Assignment Agreement. (f) With respect to each Mortgage Loan, except Except for the sale to the Assignee, the Assignor has not assigned or pledged any Mortgage Note or the related Mortgage or any interest or participation therein. (g) With respect to each Mortgage Loan, the The Assignor has not satisfied, canceled, or subordinated in whole or in part, or rescinded the Mortgage, and the Assignor has not released the Mortgaged Property from the lien of the Mortgage, in whole or in part, nor has the Assignor executed an instrument that would effect any such release, cancellation, subordination, or rescission. The Assignor has not released any Mortgagor, in whole or in part, except in connection with an assumption agreementagreement or other agreement approved by the related federal insurer, to the extent such approval was required. (h) Any and all requirements of any federal, state or local law including, without limitation, usury, truth-in-lending, real estate settlement procedures, consumer credit protection, equal credit opportunity, predatory and abusive lending or disclosure laws applicable to the Mortgage Loans have been complied with. All inspections, licenses and certificates required to be made or issued with respect to all occupied portions of the Mortgaged Properties and, with respect to the use and occupancy of the same, including but not limited to certificates of occupancy and fire underwriting certificates, have been made or obtained from the appropriate authorities. (i) With respect to each Assigned Mortgage Loan, the representations and warranties contained in Section 3.02 of the Sale and Servicing Agreement, to the extent they relate to matters arising on or after June 29, 2007, are true and correct as of the date of this Assignment Agreement. (j) No Transferred Mortgage Loan is a “High Cost Loan” or “Covered Loan,” as applicable, as such terms are defined in the then current Standard & Poor’s LEVELSâ Glossary. In addition, no Transferred Mortgage Loan is a “high-cost,” “high-cost home,” “covered,” “high-risk home,” or “predatory” loan under any applicable federal, state or local predatory or abusive lending law (or a similarly classified loan using different terminology under a law imposing heightened regulatory scrutiny or additional legal liability for residential mortgage loans having high interest rates, points and/or fees). It is understood and agreed that the representations and warranties set forth in this Section 5 shall survive delivery of the respective Mortgage Files to the Trustee (or its custodian) Custodians 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, the Master Servicer 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 6 to repurchase an Assigned 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 this Section 5. It is further understood and agreed that the Assignor shall be deemed not to have made the representations and warranties in this Section 5 with respect to, and to the extent of, representations and warranties made, as to the matters covered in this Section 5, by the Servicer in the Sale and Servicing Agreement (or any officer’s certificate delivered pursuant thereto). It is understood and agreed that the Assignor has made no representations or warranties to the Assignee other than those contained in this Section 5, and no other affiliate of the Assignor has made any representations or warranties of any kind to the Assignee.

Representations and Warranties of the Assignor. The Assignor hereby --------------------------------------------------- warrants and represents to, and warrants to covenants with, the Assignee as followsthat: (a) a. The Assignor is the lawful owner of the Assets with the full right to transfer such Assets, which transfer is made free from any claims and encumbrances; b. Neither the Assignor nor anyone acting on its behalf has offered, transferred, pledged sold or otherwise disposed of the Assets or any interest in the Assets to, or solicited any offer to buy or accept a transfer, pledge or other disposition of the Assets or any interest in the Assets. c. The Assignor has been duly organized organized, and is validly existing as a limited partnership corporation in good standing under the laws of the State of Delaware Nevada with full power and authority (corporate and other) to enter into and perform its obligations under the Servicing Agreement and this Agreement.; (b) d. This Agreement has been duly executed and delivered by the Assignor, and, assuming due authorization, execution and delivery by each of the other parties hereto, constitutes a legal, valid, and binding agreement of the Assignor, enforceable against it in accordance with its terms, subject to bankruptcy, insolvency, reorganization, moratorium, or other similar laws affecting creditors’ ' rights generally and to general principles of equity regardless of whether enforcement is sought in a proceeding in equity or at law.; (c) e. The execution, delivery and performance by the Assignor of this Agreement and the consummation of the transactions contemplated thereby hereby do not require the consent or approval of, the giving of notice to, the registration with, or the taking of any other action in respect of, any state, federal or other governmental authority or agency, except such as has been obtained, given, effected or taken prior to the date thereof.; (d) f. The execution and delivery of this Agreement have been duly authorized by all necessary corporate action on the part of the Assignor; neither the execution and delivery by the Assignor of this Agreement, nor the consummation by the Assignor of the transactions therein herein contemplated, nor compliance by the Assignor with the provisions thereofhereof, will conflict with or result in a breach of, or constitute a default under, any of the provisions of the governing documents of the Assignor or any law, governmental rule or regulation or any material judgment, decree or order binding on the Assignor or any of its properties, or any of the provisions of any material indenture, mortgage, deed of trust, contract or other instrument to which the Assignor is a party or by which it is bound. (e) There are no actions, suits or proceedings pending or, to the knowledge of the Assignor, threatened, before or by any court, administrative agency, arbitrator or governmental body (A) with respect to any of the transactions contemplated by this Agreement or (B) with respect to any other matter that in the judgment of the Assignor will be determined adversely to the Assignor and will if determined adversely to the Assignor materially adversely affect its ability to perform its obligations under this Agreement. (f) With respect to each Mortgage Loan, except for the sale to the Assignee, the Assignor has not assigned or pledged any Mortgage Note or the related Mortgage or any interest or participation therein. (g) With respect to each Mortgage Loan, the Assignor has not satisfied, canceled, or subordinated in whole or in part, or rescinded the Mortgage, and the Assignor has not released the Mortgaged Property from the lien of the Mortgage, in whole or in part, nor has the Assignor executed an instrument that would effect any such release, cancellation, subordination, or rescission. The Assignor has not released any Mortgagor, in whole or in part, except in connection with an assumption agreement, to the extent such approval was required. It is understood and agreed that the representations and warranties set forth in this Section 5 shall survive delivery of the respective Mortgage Files to the Trustee (or its 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, the Master Servicer 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 Agreement, and in no event later than two (2) Business Days from the date of such discovery. It is further understood and agreed that the Assignor shall be deemed not to have made the representations and warranties in this Section 5 with respect to, and to the extent of, representations and warranties made, as to the matters covered in this Section 5, by the Servicer in the Servicing Agreement (or any officer’s certificate delivered pursuant thereto). It is understood and agreed that the Assignor has made no representations or warranties to the Assignee other than those contained in this Section 5, and no other affiliate of the Assignor has made any representations or warranties of any kind to the Assignee.;

Representations and Warranties of the Assignor. The Assignor hereby represents and warrants to the Assignee as follows: that: (a) The Assignor has been duly organized and is validly existing as a limited partnership in good standing under on the laws date of the State deposit of Delaware with full power any Collateral in the Escrow Account, it will be the legal, record and authority (corporate beneficial owner of, and other) will have good and marketable title to, the Collateral subject to enter into no pledge, lien, mortgage, hypothecation, security interest, charge, option or other encumbrance whatsoever, except the liens and perform its obligations under the Servicing security interests created by this Agreement and this the Security Agreement. ; (b) This it has full corporate power, authority and legal right to pledge all the Collateral pledged by it pursuant to this Agreement; (c) this Agreement has been duly authorized, executed and delivered by the Assignor, and, assuming due authorization, execution Assignor and delivery by each of the other parties hereto, constitutes a legal, valid, valid and binding agreement obligation of the Assignor, Assignor enforceable against it in accordance with its terms, subject except to the extent that the enforceability hereof may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, moratorium or other similar laws generally affecting creditors’ ' rights generally and to general by equitable principles of equity (regardless of whether enforcement is sought in a proceeding in equity or at law. ); (cd) The the pledge, assignment and granting of a security interest in the Escrow Account pursuant to this Agreement creates, and upon the deposit in the Escrow Account of any other Collateral pursuant to this Agreement will create, a valid and perfected first priority security interest in all of the Assignor's rights, title and interest in and to the Escrow Account and the Collateral so deposited, as the case may be, and the proceeds thereof subject to no other lien or encumbrance or to any other agreement purporting to grant any third party a lien or encumbrance on property or assets of such Assignor which would include the Collateral, and no UCC or other filings are required to be made in connection with the foregoing or to perfect the security interests created hereby; (e) no consent of any other party (including, without limitation, any shareholder or creditor of the Assignor) and no consent, license, permit, approval or authorization of, exemption by, notice or report to, or registration, filing or declaration with (except, in each case, as have been obtained or made on or prior to the date hereof), any governmental authority is required to be obtained in connection with the execution, delivery or performance of this Agreement; and (f) the execution, delivery and performance by the Assignor of this Agreement and the consummation will not violate any provision of any applicable law or regulation or of any order, judgment, writ, award or decree of any court, arbitrator or governmental authority, domestic or foreign, or of the transactions contemplated thereby do not require the consent certificate or approval of, the giving articles of notice to, the registration with, or the taking of any other action in respect of, any state, federal or other governmental authority or agency, except such as has been obtained, given, effected or taken prior to the date thereof. (d) The execution and delivery of this Agreement have been duly authorized by all necessary corporate action on the part of the Assignor; neither the execution and delivery by the Assignor of this Agreement, nor the consummation by the Assignor of the transactions therein contemplated, nor compliance by the Assignor with the provisions thereof, will conflict with or result in a breach of, or constitute a default under, any of the provisions of the governing documents incorporation of the Assignor or of any lawsecurities issued by the Assignor, governmental rule or regulation of any mortgage, indenture, lease, deed of trust, credit agreement, loan agreement or any other material judgmentagreement, decree contract or order instrument to which the Assignor is party or which purports to be binding upon the Assignor or upon any of its assets and will not result in the creation or imposition of (or the obligation to create or impose) any lien or encumbrance on any of the assets of the Assignor or any of its properties, or any of the provisions of any material indenture, mortgage, deed of trust, contract or other instrument to which the Assignor is a party or by which it is bound. (e) There are no actions, suits or proceedings pending or, to the knowledge of the Assignor, threatened, before or by any court, administrative agency, arbitrator or governmental body (A) with respect to any of the transactions Subsidiaries except as contemplated by this Agreement or (B) with respect to any other matter that in the judgment of the Assignor will be determined adversely to the Assignor and will if determined adversely to the Assignor materially adversely affect its ability to perform its obligations under this Agreement. (f) With respect to each Mortgage Loan, except for the sale to the Assignee, the Assignor has not assigned or pledged any Mortgage Note or the related Mortgage or any interest or participation therein. (g) With respect to each Mortgage Loan, the Assignor has not satisfied, canceled, or subordinated in whole or in part, or rescinded the Mortgage, and the Assignor has not released the Mortgaged Property from the lien of the Mortgage, in whole or in part, nor has the Assignor executed an instrument that would effect any such release, cancellation, subordination, or rescission. The Assignor has not released any Mortgagorcovenants and agrees that it will defend the Escrow Agent's right, title and security interest in whole or in part, except in connection with an assumption agreement, to the extent such approval was required. It is understood and agreed that the representations and warranties set forth in this Section 5 shall survive delivery of the respective Mortgage Files to the Trustee (or its 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, the Master Servicer 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 Agreement, and in no event later than two (2) Business Days from the date of such discovery. It is further understood and agreed that the Assignor shall be deemed not to have made the representations and warranties in this Section 5 with respect to, and to the extent of, representations Collateral and warranties made, as to the matters covered in this Section 5, by proceeds thereof against the Servicer in the Servicing Agreement (or any officer’s certificate delivered pursuant thereto). It is understood claims and agreed that the Assignor has made no representations or warranties to the Assignee other than those contained in this Section 5, and no other affiliate demands of the Assignor has made any representations or warranties of any kind to the Assigneeall persons whomsoever.

Representations and Warranties of the Assignor. The Assignor hereby warrants and represents and warrants to the Assignee and the Trustee as followsof date hereof, unless otherwise stated below that: (a) The Assignor has been duly organized and is validly existing as a limited partnership in good standing under the laws of the State of Delaware New York with full power and authority (corporate and other) to enter into and perform its obligations under the Servicing Agreement Agreements and this Agreement. (b) This Agreement has been duly executed and delivered by the Assignor, and, assuming due authorization, execution and delivery by each of the other parties hereto, constitutes a legal, valid, and binding agreement of the Assignor, enforceable against it in accordance with its terms, subject to bankruptcy, insolvency, reorganization, moratorium, moratorium or other similar laws affecting creditors’ rights generally and to general principles of equity regardless of whether enforcement is sought in a proceeding in equity or at law. (c) The execution, delivery and performance by the Assignor of this Agreement and the consummation of the transactions contemplated thereby hereby do not require the consent or approval of, the giving of notice to, the registration with, with or the taking of any other action in respect of, any state, federal or other governmental authority or agency, except such as has been obtained, given, effected or taken prior to the date thereofhereof. (d) The execution and delivery of this Agreement have been duly authorized by all necessary corporate action on the part of the Assignor; neither the execution and delivery by the Assignor of this Agreement, nor the consummation by the Assignor of the transactions therein herein contemplated, nor compliance by the Assignor with the provisions thereof, hereof will conflict with or result in a breach of, or constitute a default under, any of the provisions of the governing documents of the Assignor or any law, governmental rule or regulation or any material judgment, decree or order binding on the Assignor or any of its properties, or any of the provisions of any material indenture, mortgage, deed of trust, contract or other instrument to which the Assignor is a party or by which it is bound. (e) There are no actions, suits or proceedings pending or, to the knowledge of the Assignor, threatened, before or by any court, administrative agency, arbitrator or governmental body (Ai) with respect to any of the transactions contemplated by this Agreement or (Bii) with respect to any other matter that in the judgment of the Assignor will be determined adversely to the Assignor and will will, if determined adversely to the Assignor Assignor, materially adversely affect its ability to perform its obligations under this Agreement. (f) With respect The Assignor is the sole owner of record and holder of the Mortgage Loans and the indebtedness evidenced by each Mortgage Note. The Mortgage Loans are not assigned or pledged, and the Assignor has good, indefeasible and marketable title thereto, and has full right to transfer and sell the Mortgage Loans to the Assignee free and clear of any encumbrance, equity, participation interest, lien, pledge, charge, claim or security interest, and has full right and authority subject to no interest or participation of, or agreement with, any other party, to sell and assign each Mortgage Loan pursuant to this Agreement and following the sale of each Mortgage Loan, except for the sale Assignee will own such Mortgage Loan free and clear of any encumbrance, equity, participation interest, lien, pledge, charge, claim or security interest. The Assignor intends to relinquish all rights to possess, control and monitor the Assignee, the Assignor has not assigned or pledged any Mortgage Note or the related Mortgage or any interest or participation thereinLoan. (g) With respect to each Mortgage Loan, the The Assignor has not satisfiedwaived the performance by the Mortgagor of any action, canceled, or subordinated if the Mortgagor’s failure to perform such action would cause the Mortgage Loan to be in whole or in part, or rescinded the Mortgage, and the Assignor has not released the Mortgaged Property from the lien of the Mortgage, in whole or in partdefault, nor has the Assignor executed an instrument that would effect Company waived any default resulting from any action or inaction by the Mortgagor. (h) As of January 30, 2006, with respect to the Mortgage Loans, any and all requirements of any federal, state or local law including, without limitation, usury, truth-in-lending, real estate settlement procedures, consumer credit protection, equal credit opportunity and disclosure laws, all applicable predatory and abusive lending laws or unfair and deceptive practices laws applicable to the Mortgage Loan, including, without limitation, any provisions related to Prepayment Premiums, have been complied with, and the consummation of the transactions contemplated hereby will not involve the violation of any such releaselaws or regulations. All inspections, cancellationlicenses and certificates required to be made or issued with respect to all occupied portions of the Mortgaged Properties and, subordination, or rescission. The Assignor has not released any Mortgagor, in whole or in part, except in connection with an assumption agreement, respect to the extent such approval was required. It is understood use and agreed that the representations and warranties set forth in this Section 5 shall survive delivery occupancy of the respective Mortgage Files same, including but not limited to certificates of occupancy and fire underwriting certificates, have been made or obtained from the appropriate authorities. (i) As of January 30, 2006, with respect to the Trustee Mortgage Loans, none of the Mortgage Loans are (a) subject to the Home Ownership and Equity Protection Act of 1994 or (b) classified as “high cost,” “threshold,” “covered” or “predatory” loans under any other applicable federal, state or local law (or its custodian) and shall inure to the benefit of the Assignee and its assigns notwithstanding any restrictive a similarly classified loan using different terminology under a law imposing heightened regulatory scrutiny or qualified endorsement or assignment. Upon the discovery by the Assignoradditional legal liability for residential mortgage loans having high interest rates, the Master Servicer 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 Agreement, and in no event later than two (2) Business Days from the date of such discovery. It is further understood and agreed that the Assignor shall be deemed not to have made the representations and warranties in this Section 5 with respect to, and to the extent of, representations and warranties made, as to the matters covered in this Section 5, by the Servicer in the Servicing Agreement (or any officer’s certificate delivered pursuant theretopoints and/or fees). It is understood and agreed that the Assignor has made no representations or warranties to the Assignee other than those contained in this Section 5, and no other affiliate of the Assignor has made any representations or warranties of any kind to the Assignee.

Representations and Warranties of the Assignor. The Assignor hereby represents and warrants to the Assignee as follows: (a) The Assignor has been duly organized and is validly existing as a limited partnership corporation in good standing under the laws of the State of Delaware with full power and authority (corporate and other) to enter into and perform its obligations under the Sale and Servicing Agreement Agreement, the Commitment Letter, and this Assignment Agreement. (b) This Assignment Agreement has been duly executed and delivered by the Assignor, and, assuming due authorization, execution and delivery by each of the other parties hereto, constitutes a legal, valid, and binding agreement of the Assignor, enforceable against it in accordance with its terms, subject to bankruptcy, insolvency, reorganization, moratorium, or other similar laws affecting creditors’ rights generally and to general principles of equity regardless of whether enforcement is sought in a proceeding in equity or at law. (c) The execution, delivery and performance by the Assignor of this Assignment Agreement and the consummation of the transactions contemplated thereby hereby do not require the consent or approval of, the giving of notice to, the registration with, or the taking of any other action in respect of, any state, federal or other governmental authority or agency, except such as has been obtained, given, effected or taken prior to the date thereofhereof. (d) The execution and delivery of this Assignment Agreement have been duly authorized by all necessary corporate action on the part of the Assignor; neither the execution and delivery by the Assignor of this Assignment Agreement, nor the consummation by the Assignor of the transactions therein herein contemplated, nor compliance by the Assignor with the provisions thereofhereof, will conflict with or result in a breach of, or constitute a default under, any of the provisions of the governing documents of the Assignor or any law, governmental rule or regulation or any material judgment, decree or order binding on the Assignor or any of its properties, or any of the provisions of any material indenture, mortgage, deed of trust, contract or other instrument to which the Assignor is a party or by which it is bound. (e) There are no actions, suits or proceedings pending or, to the knowledge of the Assignor, threatened, before or by any court, administrative agency, arbitrator or governmental body (A) with respect to any of the transactions contemplated by this Assignment Agreement or (B) with respect to any other matter that in the judgment of the Assignor will be determined adversely to the Assignor and will and, if determined adversely to the Assignor will materially and adversely affect its ability to perform its obligations under this Assignment Agreement. (f) With respect to each Mortgage Loan, except Except for the sale to the Assignee, the Assignor has not assigned or pledged any Mortgage Note related to any Assigned Mortgage Loan or the related Mortgage or any interest or participation therein. (g) With respect to each Mortgage Loan, the The Assignor has not satisfied, canceled, or subordinated in whole or in part, or rescinded the MortgageMortgage related to any Assigned Mortgage Loan, and the Assignor has not released the Mortgaged Property from the lien of the MortgageMortgage related to any Assigned Mortgage Loan, in whole or in part, nor has the Assignor executed an instrument that would effect any such release, cancellation, subordination, or rescission. The Assignor has not released any Mortgagor, in whole or in part, except in connection with an assumption agreement, to the extent such approval was required. It is understood and agreed that the representations and warranties set forth in this Section 5 shall survive delivery of the respective Mortgage Files to the Trustee (or its 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, the Master Servicer 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 Agreement, and in no event later than two (2) Business Days from the date of such discovery. It is further understood and agreed that the Assignor shall be deemed not to have made the representations and warranties in this Section 5 with respect to, and to the extent of, representations and warranties made, as to the matters covered in this Section 5, by the Servicer in the Servicing Agreement (or any officer’s certificate delivered pursuant thereto). It is understood and agreed that the Assignor has made no representations or warranties to the Assignee other than those contained in this Section 5, and no other affiliate of the Assignor has made any representations or warranties of any kind to the Assignee.

Representations and Warranties of the Assignor. The Assignor hereby represents and warrants to that as of the Assignee as followsClosing: (a) The Assignor has been is a duly organized and is organized, validly existing as a limited partnership and in good standing under the laws of the State of Delaware with full power and authority (corporate and other) to enter into and perform its obligations under the Servicing Agreement and this Agreement. (b) This Agreement Assignor has the full power, authority and right to execute, deliver and perform its obligations hereunder. The execution, delivery and performance by Assignor of this Consent and the consummation of the transactions contemplated hereby have been duly executed and delivered authorized by all necessary action. This Consent constitutes the Assignor, and, assuming due authorization, execution and delivery by each of the other parties hereto, constitutes a legal, valid, valid and binding agreement obligation of the Assignor, Assignor enforceable against it Assignor in accordance with its terms, subject to bankruptcy, insolvency, reorganization, moratorium, or other similar laws affecting creditors’ rights generally and to general principles of equity regardless of whether enforcement is sought in a proceeding in equity or at law. (c) The execution, delivery and performance by the Assignor of this Agreement and the consummation of the transactions contemplated thereby Consent do not require the consent and will not (i) violate any provision of any law, rule, regulation, order, writ, judgment, decree, determination or approval ofaward having applicability to Assignor or by which its property may be bound, the giving of notice to, the registration (ii) conflict with, or the taking of any other action in respect of, any state, federal or other governmental authority or agency, except such as has been obtained, given, effected or taken prior to the date thereof. (d) The execution and delivery of this Agreement have been duly authorized by all necessary corporate action on the part of the Assignor; neither the execution and delivery by the Assignor of this Agreement, nor the consummation by the Assignor of the transactions therein contemplated, nor compliance by the Assignor with the provisions thereof, will conflict with or result in a breach of, of or constitute a default under, under any provision of the provisions certificate of incorporation, by-laws or other organizational or governing documents or any resolution of the governing documents board of the directors (or similar body) of Assignor or any law, governmental rule indenture or regulation loan or credit agreement or any material judgmentother agreement, decree lease or order binding on the Assignor or any of its properties, or any of the provisions of any material indenture, mortgage, deed of trust, contract or other instrument to which the Assignor is a party or by which it is bound. Assignor or its properties and assets are bound or affected or (eiii) There are no actionsresult in, suits or proceedings pending orrequire the creation or imposition of, to the knowledge of the Assignorany lien, threatenedcharge, before security interest or by any court, administrative agency, arbitrator other encumbrance upon or governmental body (A) with respect to any of the transactions contemplated assets or properties of Assignor now owned or hereafter acquired. No breach or default under the Assigned Agreement by this Agreement or (B) attributable to Assignor has occurred or would exist with respect to any other matter that in the judgment passage of the Assignor will be determined adversely time or giving of notice, or both, prior to the Assignor and will if determined adversely to the Assignor materially adversely affect its ability to perform its obligations under this AgreementClosing. (fd) With respect to each Mortgage Loan, except No Government Action is required for the sale to the Assigneeexecution, the Assignor has not assigned delivery or pledged any Mortgage Note or the related Mortgage or any interest or participation thereinperformance of this Consent by Assignor. (g) With respect to each Mortgage Loan, the Assignor has not satisfied, canceled, or subordinated in whole or in part, or rescinded the Mortgage, and the Assignor has not released the Mortgaged Property from the lien of the Mortgage, in whole or in part, nor has the Assignor executed an instrument that would effect any such release, cancellation, subordination, or rescission. The Assignor has not released any Mortgagor, in whole or in part, except in connection with an assumption agreement, to the extent such approval was required. It is understood and agreed that the representations and warranties set forth in this Section 5 shall survive delivery of the respective Mortgage Files to the Trustee (or its 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, the Master Servicer 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 Agreement, and in no event later than two (2) Business Days from the date of such discovery. It is further understood and agreed that the Assignor shall be deemed not to have made the representations and warranties in this Section 5 with respect to, and to the extent of, representations and warranties made, as to the matters covered in this Section 5, by the Servicer in the Servicing Agreement (or any officer’s certificate delivered pursuant thereto). It is understood and agreed that the Assignor has made no representations or warranties to the Assignee other than those contained in this Section 5, and no other affiliate of the Assignor has made any representations or warranties of any kind to the Assignee.

Representations and Warranties of the Assignor. The Assignor hereby warrants and represents and warrants to the Assignee and the Trustee as followsof date hereof, unless otherwise stated below that: (a) The Assignor has been duly organized and is validly existing as a limited partnership in good standing under the laws of the State of Delaware New York with full power and authority (corporate and other) to enter into and perform its obligations under the Servicing Agreement Agreements and this Agreement. (b) This Agreement has been duly executed and delivered by the Assignor, and, assuming due authorization, execution and delivery by each of the other parties hereto, constitutes a legal, valid, and binding agreement of the Assignor, enforceable against it in accordance with its terms, subject to bankruptcy, insolvency, reorganization, moratorium, moratorium or other similar laws affecting creditors’ rights generally and to general principles of equity regardless of whether enforcement is sought in a proceeding in equity or at law. (c) The execution, delivery and performance by the Assignor of this Agreement and the consummation of the transactions contemplated thereby hereby do not require the consent or approval of, the giving of notice to, the registration with, with or the taking of any other action in respect of, any state, federal or other governmental authority or agency, except such as has been obtained, given, effected or taken prior to the date thereofhereof. (d) The execution and delivery of this Agreement have been duly authorized by all necessary corporate action on the part of the Assignor; neither the execution and delivery by the Assignor of this Agreement, nor the consummation by the Assignor of the transactions therein herein contemplated, nor compliance by the Assignor with the provisions thereof, hereof will conflict with or result in a breach of, or constitute a default under, any of the provisions of the governing documents of the Assignor or any law, governmental rule or regulation or any material judgment, decree or order binding on the Assignor or any of its properties, or any of the provisions of any material indenture, mortgage, deed of trust, contract or other instrument to which the Assignor is a party or by which it is bound. (e) There are no actions, suits or proceedings pending or, to the knowledge of the Assignor, threatened, before or by any court, administrative agency, arbitrator or governmental body (Ai) with respect to any of the transactions contemplated by this Agreement or (Bii) with respect to any other matter that in the judgment of the Assignor will be determined adversely to the Assignor and will will, if determined adversely to the Assignor Assignor, materially adversely affect its ability to perform its obligations under this Agreement. (f) With respect The Assignor is the sole owner of record and holder of the Mortgage Loans and the indebtedness evidenced by each Mortgage Note. The Mortgage Loans are not assigned or pledged, and the Assignor has good, indefeasible and marketable title thereto, and has full right to transfer and sell the Mortgage Loans to the Assignee free and clear of any encumbrance, equity, participation interest, lien, pledge, charge, claim or security interest, and has full right and authority subject to no interest or participation of, or agreement with, any other party, to sell and assign each Mortgage Loan pursuant to this Agreement and following the sale of each Mortgage Loan, except for the sale Assignee will own such Mortgage Loan free and clear of any encumbrance, equity, participation interest, lien, pledge, charge, claim or security interest. The Assignor intends to relinquish all rights to possess, control and monitor the Assignee, the Assignor has not assigned or pledged any Mortgage Note or the related Mortgage or any interest or participation thereinLoan. (g) With respect to each Mortgage Loan, the The Assignor has not satisfiedwaived the performance by the Mortgagor of any action, canceled, or subordinated if the Mortgagor’s failure to perform such action would cause the Mortgage Loan to be in whole or in part, or rescinded the Mortgage, and the Assignor has not released the Mortgaged Property from the lien of the Mortgage, in whole or in partdefault, nor has the Assignor executed an instrument that would effect Company waived any default resulting from any action or inaction by the Mortgagor. (h) As of May 8, 2007, with respect to the Mortgage Loans, any and all requirements of any federal, state or local law including, without limitation, usury, truth-in-lending, real estate settlement procedures, consumer credit protection, equal credit opportunity and disclosure laws, all applicable predatory and abusive lending laws or unfair and deceptive practices laws applicable to the Mortgage Loan, including, without limitation, any provisions related to prepayment premiums, have been complied with, and the consummation of the transactions contemplated hereby will not involve the violation of any such releaselaws or regulations. All inspections, cancellationlicenses and certificates required to be made or issued with respect to all occupied portions of the Mortgaged Properties and, subordination, or rescission. The Assignor has not released any Mortgagor, in whole or in part, except in connection with an assumption agreement, respect to the extent such approval was required. It is understood use and agreed that the representations and warranties set forth in this Section 5 shall survive delivery occupancy of the respective same, including but not limited to certificates of occupancy and fire underwriting certificates, have been made or obtained from the appropriate authorities. (i) No Mortgage Files to Loan is a “High Cost Loan” or “Covered Loan,” as applicable, as such terms are defined in the Trustee then current Standard & Poor’s LEVELSâ Glossary. In addition, no Mortgage Loan is a “high-cost,” “high-cost home,” “covered,” “high-risk home,” or “predatory” loan under any applicable federal, state or local predatory or abusive lending law (or its custodian) and shall inure to the benefit of the Assignee and its assigns notwithstanding any restrictive a similarly classified loan using different terminology under a law imposing heightened regulatory scrutiny or qualified endorsement or assignment. Upon the discovery by the Assignoradditional legal liability for residential mortgage loans having high interest rates, the Master Servicer 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 Agreement, and in no event later than two (2) Business Days from the date of such discovery. It is further understood and agreed that the Assignor shall be deemed not to have made the representations and warranties in this Section 5 with respect to, and to the extent of, representations and warranties made, as to the matters covered in this Section 5, by the Servicer in the Servicing Agreement (or any officer’s certificate delivered pursuant theretopoints and/or fees). It is understood and agreed that the Assignor has made no representations or warranties to the Assignee other than those contained in this Section 5, and no other affiliate of Mortgage Loan originated on or after October 1, 2002 through March 6, 2003 is governed by the Assignor has made any representations or warranties of any kind to the AssigneeGeorgia Fair Lending Act.

Representations and Warranties of the Assignor. The Assignor hereby represents and warrants to the Assignee as follows: (a) The Assignor has been duly organized and is validly existing as a limited partnership corporation in good standing under the laws of the State of Delaware with full power and authority (corporate and other) to enter into and perform its obligations under the Servicing Agreement Flow SWSA, the Trade Confirmation and this Assignment Agreement. (b) This Assignment Agreement has been duly executed and delivered by the Assignor, and, and (assuming due authorization, execution and delivery by each of the other parties hereto, ) constitutes a legal, valid, and binding agreement of the Assignor, enforceable against it in accordance with its terms, subject to bankruptcy, insolvency, reorganization, moratorium, or other similar laws affecting creditors’ rights generally and to general principles of equity (regardless of whether enforcement is sought in a proceeding in equity or at law). (c) The execution, delivery and performance by the Assignor of this Assignment Agreement and the consummation of the transactions contemplated thereby hereby do not require the consent or approval of, the giving of notice to, the registration with, or the taking of any other action in respect of, any state, federal or other governmental authority or agency, except such as has been obtained, given, effected or taken prior to the date thereof. (d) The execution and delivery of this Assignment Agreement have been duly authorized by all necessary corporate action on the part of the Assignor; neither the execution and delivery by the Assignor of this Assignment Agreement, nor the consummation by the Assignor of the transactions therein herein contemplated, nor compliance by the Assignor with the provisions thereofhereof, will conflict with or result in a breach of, or constitute a default under, any of the provisions of the governing documents of the Assignor or any law, governmental rule or regulation or any material judgment, decree or order binding on the Assignor or any of its properties, or any of the provisions of any material indenture, mortgage, deed of trust, contract or other instrument to which the Assignor is a party or by which it is bound. (e) There are no actions, suits or proceedings pending or, to the knowledge of the Assignor, threatened, before or by any court, administrative agency, arbitrator or governmental body (A) with respect to any of the transactions contemplated by this Assignment Agreement or (B) with respect to any other matter that in the judgment of the Assignor will be determined adversely to the Assignor and will if determined adversely to the Assignor materially adversely affect its ability to perform its obligations under this Assignment Agreement. (f) With respect to each Mortgage Loan, except Except for the sale to the Assignee, the Assignor has not assigned or pledged any Mortgage Note or the related Mortgage or any interest or participation therein. (g) With respect to each Mortgage Loan, the The Assignor has not satisfied, canceled, or subordinated in whole or in part, or rescinded the Mortgage, and the Assignor has not released the Mortgaged Property from the lien of the Mortgage, in whole or in part, nor has the Assignor executed an instrument that would effect any such release, cancellation, subordination, or rescission. The Assignor has not released any Mortgagor, in whole or in part, except in connection with an assumption agreementagreement or other agreement approved by the related Federal Insurer, to the extent such approval was required. It is understood and agreed that . (h) With respect to each Mortgage Loan, the representations and warranties set forth contained in this Section 5 shall survive delivery 3.2 of the respective Mortgage Files Flow SWSA, to the Trustee extent they relate to matters arising on or after the related Closing Date (or its custodian) as defined in the Flow SWSA), are true and shall inure to the benefit correct as of the Assignee and its assigns notwithstanding any restrictive or qualified endorsement or assignment. Upon the discovery by the Assignor, the Master Servicer 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 Agreement, and in no event later than two (2) Business Days from the date of such discoverythis Assignment Agreement. It is further understood and agreed that the Assignor shall be deemed not to have made For purposes of making the representations and warranties contemplated in the this paragraph, each reference in Section 3.2 of the Flow SWSA to (i) the “Cut-off Date” shall be deemed to be a reference to August 1, 2006, (ii) the “Mortgage Loan Schedule” and shall be deemed to be a reference to Exhibit 1 hereto and (iii) the “Closing Date” shall be deemed to be a reference to August 25, 2006. (i) Each Mortgage Loan, at the time it was originated, complied in all material respects with applicable local, state and federal laws, including, but not limited to, all applicable predatory and abusive lending laws; and none of the Mortgage Loans are “high-cost,” “high-cost home” or “covered” loans under any applicable federal, state or local predatory or abusive lending law. (j) No Mortgage Loan is a High Cost Loan or Covered Loan, as applicable (as such terms are defined in the then current Standard & Poor’s Glossary) and no Mortgage Loan originated on or after October 1, 2002 through March 6, 2003 is governed by the Georgia Fair Lending Act. For the purposes of this Section 5 with respect to, and to 5(j) the extent of, representations and warranties made, as to the matters covered in this Section 5, by the Servicer in the Servicing Agreement (or any officer’s certificate delivered pursuant thereto). It is understood and agreed that the Assignor has made no representations or warranties to the Assignee other than those contained in this Section 5, and no other affiliate of the Assignor has made any representations or warranties of any kind to the Assignee.following definitions shall apply:

Representations and Warranties of the Assignor. The Assignor hereby warrants and represents and warrants to the Assignee and the Trustee as followsof date hereof, unless otherwise stated below that: (a) The Assignor has been duly organized and is validly existing as a limited partnership in good standing under the laws of the State of Delaware New York with full power and authority (corporate and other) to enter into and perform its obligations under the Servicing Agreement Agreements and this Agreement. (b) This Agreement has been duly executed and delivered by the Assignor, and, assuming due authorization, execution and delivery by each of the other parties hereto, constitutes a legal, valid, and binding agreement of the Assignor, enforceable against it in accordance with its terms, subject to bankruptcy, insolvency, reorganization, moratorium, moratorium or other similar laws affecting creditors’ rights generally and to general principles of equity regardless of whether enforcement is sought in a proceeding in equity or at law. (c) The execution, delivery and performance by the Assignor of this Agreement and the consummation of the transactions contemplated thereby hereby do not require the consent or approval of, the giving of notice to, the registration with, with or the taking of any other action in respect of, any state, federal or other governmental authority or agency, except such as has been obtained, given, effected or taken prior to the date thereofhereof. (d) The execution and delivery of this Agreement have been duly authorized by all necessary corporate action on the part of the Assignor; neither the execution and delivery by the Assignor of this Agreement, nor the consummation by the Assignor of the transactions therein herein contemplated, nor compliance by the Assignor with the provisions thereof, hereof will conflict with or result in a breach of, or constitute a default under, any of the provisions of the governing documents of the Assignor or any law, governmental rule or regulation or any material judgment, decree or order binding on the Assignor or any of its properties, or any of the provisions of any material indenture, mortgage, deed of trust, contract or other instrument to which the Assignor is a party or by which it is bound. (e) There are no actions, suits or proceedings pending or, to the knowledge of the Assignor, threatened, before or by any court, administrative agency, arbitrator or governmental body (Ai) with respect to any of the transactions contemplated by this Agreement or (Bii) with respect to any other matter that in the judgment of the Assignor will be determined adversely to the Assignor and will will, if determined adversely to the Assignor Assignor, materially adversely affect its ability to perform its obligations under this Agreement. (f) With respect The Assignor is the sole owner of record and holder of the Mortgage Loans and the indebtedness evidenced by each Mortgage Note. The Mortgage Loans are not assigned or pledged, and the Assignor has good, indefeasible and marketable title thereto, and has full right to transfer and sell the Mortgage Loans to the Assignee free and clear of any encumbrance, equity, participation interest, lien, pledge, charge, claim or security interest, and has full right and authority subject to no interest or participation of, or agreement with, any other party, to sell and assign each Mortgage Loan pursuant to this Agreement and following the sale of each Mortgage Loan, except for the sale Assignee will own such Mortgage Loan free and clear of any encumbrance, equity, participation interest, lien, pledge, charge, claim or security interest. The Assignor intends to relinquish all rights to possess, control and monitor the Assignee, the Assignor has not assigned or pledged any Mortgage Note or the related Mortgage or any interest or participation thereinLoans. (g) With respect to each Mortgage Loan, the The Assignor has not satisfiedwaived the performance by the Mortgagor of any action, canceled, or subordinated if the Mortgagor’s failure to perform such action would cause the Mortgage Loan to be in whole or in part, or rescinded the Mortgage, and the Assignor has not released the Mortgaged Property from the lien of the Mortgage, in whole or in partdefault, nor has the Assignor executed an instrument that would effect Company waived any default resulting from any action or inaction by the Mortgagor. (h) Each Mortgage Loan, at the time it was originated, complied in all material respects with applicable local, state and federal laws, including, but not limited to, all applicable predatory and abusive lending laws; and none of the Mortgage Loans are “high-cost,” “high-cost home” or “covered” loans under any applicable federal, state or local predatory or abusive lending law. (i) No Mortgage Loan is a High Cost Loan or Covered Loan, as applicable (as such releaseterms are defined in the then current Standard & Poor’s LEVELS® Glossary, cancellation, subordination, or rescission. The Assignor has not released any MortgagorAppendix E, in whole effect on December 1, 2007) and no Mortgage Loan originated on or in partafter October 1, except in connection with an assumption agreement2002 through March 6, to 2003 is governed by the extent such approval was requiredGeorgia Fair Lending Act. It is understood and agreed that For the representations and warranties set forth in purposes of this Section 5 4(i) the following definitions shall survive delivery of the respective Mortgage Files to the Trustee (or its 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, the Master Servicer 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 Agreement, and in no event later than two (2) Business Days from the date of such discovery. It is further understood and agreed that the Assignor shall be deemed not to have made the representations and warranties in this Section 5 with respect to, and to the extent of, representations and warranties made, as to the matters covered in this Section 5, by the Servicer in the Servicing Agreement (or any officer’s certificate delivered pursuant thereto). It is understood and agreed that the Assignor has made no representations or warranties to the Assignee other than those contained in this Section 5, and no other affiliate of the Assignor has made any representations or warranties of any kind to the Assignee.apply:

Representations and Warranties of the Assignor. The Assignor hereby represents and warrants to the Assignee as follows: (a) The Assignor has been duly organized and is validly existing as a limited partnership corporation in good standing under the laws of the State of Delaware with full power and authority (corporate and other) to enter into and perform its obligations under the Sale and Servicing Agreement and this Assignment Agreement. (b) This Assignment Agreement has been duly executed and delivered by the Assignor, and, assuming due authorization, execution and delivery by each of the other parties hereto, constitutes a legal, valid, and binding agreement of the Assignor, enforceable against it in accordance with its terms, subject to bankruptcy, insolvency, reorganization, moratorium, or other similar laws affecting creditors’ rights generally and to general principles of equity regardless of whether enforcement is sought in a proceeding in equity or at law. (c) The execution, delivery and performance by the Assignor of this Assignment Agreement and the consummation of the transactions contemplated thereby do not require the consent or approval of, the giving of notice to, the registration with, or the taking of any other action in respect of, any state, federal or other governmental authority or agency, except such as has been obtained, given, effected or taken prior to the date thereof. (d) The execution and delivery of this Assignment Agreement have been duly authorized by all necessary corporate action on the part of the Assignor; neither the execution and delivery by the Assignor of this Assignment Agreement, nor the consummation by the Assignor of the transactions therein contemplated, nor compliance by the Assignor with the provisions thereof, will conflict with or result in a breach of, or constitute a default under, any of the provisions of the governing documents of the Assignor or any law, governmental rule or regulation or any material judgment, decree or order binding on the Assignor or any of its properties, or any of the provisions of any material indenture, mortgage, deed of trust, contract or other instrument to which the Assignor is a party or by which it is bound. (e) There are no actions, suits or proceedings pending or, to the knowledge of the Assignor, threatened, before or by any court, administrative agency, arbitrator or governmental body (A) with respect to any of the transactions contemplated by this Assignment Agreement or (B) with respect to any other matter that in the judgment of the Assignor will be determined adversely to the Assignor and will if determined adversely to the Assignor materially adversely affect its ability to perform its obligations under this Assignment Agreement. (f) With respect to each Mortgage Loan, except Except for the sale to the Assignee, the Assignor has not assigned or pledged any Mortgage Note or the related Mortgage or any interest or participation therein. (g) With respect to each Mortgage Loan, the The Assignor has not satisfied, canceled, or subordinated in whole or in part, or rescinded the Mortgage, and the Assignor has not released the Mortgaged Property from the lien of the Mortgage, in whole or in part, nor has the Assignor executed an instrument that would effect any such release, cancellation, subordination, or rescission. The Assignor has not released any Mortgagor, in whole or in part, except in connection with an assumption agreementagreement or other agreement approved by the related federal insurer, to the extent such approval was required. (h) Any and all requirements of any federal, state or local law including, without limitation, usury, truth-in-lending, real estate settlement procedures, consumer credit protection, equal credit opportunity, predatory and abusive lending or disclosure laws applicable to the Mortgage Loans have been complied with. It is understood All inspections, licenses and agreed that certificates required to be made or issued with respect to all occupied portions of the Mortgaged Properties and, with respect to the use and occupancy of the same, including but not limited to certificates of occupancy and fire underwriting certificates, have been made or obtained from the appropriate authorities. (i) With respect to each Assigned Mortgage Loan, the representations and warranties set forth contained in this Section 5 shall survive delivery 3.02 of the respective Mortgage Files Sale and Servicing Agreement, to the Trustee (extent they relate to matters arising on or its custodian) after February 24, 2006, are true and shall inure to the benefit correct as of the Assignee and its assigns notwithstanding any restrictive or qualified endorsement or assignment. Upon the discovery by the Assignor, the Master Servicer 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 Agreement, and in no event later than two (2) Business Days from the date of this Assignment Agreement. (j) No Assigned Mortgage Loan is a High Cost Loan or Covered Loan, as applicable (as such discoveryterms are defined in the then current Standard & Poor’s LEVELS® Glossary which is now Version 5.6c Revised, Appendix E) and no Assigned Mortgage Loan originated on or after October 1, 2002 through March 6, 2003 is governed by the Georgia Fair Lending Act. It is further understood and agreed that For the Assignor shall be deemed not to have made the representations and warranties in purposes of this Section 5 with respect to, and to 5(j) the extent of, representations and warranties made, as to the matters covered in this Section 5, by the Servicer in the Servicing Agreement (or any officer’s certificate delivered pursuant thereto). It is understood and agreed that the Assignor has made no representations or warranties to the Assignee other than those contained in this Section 5, and no other affiliate of the Assignor has made any representations or warranties of any kind to the Assignee.following definitions shall apply:

Representations and Warranties of the Assignor. The Assignor hereby represents and warrants to the Assignee as follows: (a) The Assignor has been duly organized and is validly existing as a limited partnership in good standing under the laws of the State of Delaware New York with full power and authority (corporate and other) to enter into and perform its obligations under the Servicing Agreement Flow SWSA, the Trade Confirmation and this Assignment Agreement. (b) This Assignment Agreement has been duly executed and delivered by the Assignor, and, assuming due authorization, execution and delivery by each of the other parties hereto, constitutes a legal, valid, and binding agreement of the Assignor, enforceable against it in accordance with its terms, subject to bankruptcy, insolvency, reorganization, moratorium, or other similar laws affecting creditors’ rights generally and to general principles of equity regardless of whether enforcement is sought in a proceeding in equity or at law. (c) The execution, delivery and performance by the Assignor of this Assignment Agreement and the consummation of the transactions contemplated thereby hereby do not require the consent or approval of, the giving of notice to, the registration with, or the taking of any other action in respect of, any state, federal or other governmental authority or agency, except such as has been obtained, given, effected or taken prior to the date thereof. (d) The execution and delivery of this Assignment Agreement have been duly authorized by all necessary corporate partnership action on the part of the Assignor; neither the execution and delivery by the Assignor of this Assignment Agreement, nor the consummation by the Assignor of the transactions therein herein contemplated, nor compliance by the Assignor with the provisions thereofhereof, will conflict with or result in a breach of, or constitute a default under, any of the provisions of the governing documents of the Assignor or any law, governmental rule or regulation or any material judgment, decree or order binding on the Assignor or any of its properties, or any of the provisions of any material indenture, mortgage, deed of trust, contract or other instrument to which the Assignor is a party or by which it is bound. (e) There are no actions, suits or proceedings pending or, to the knowledge of the Assignor, threatened, before or by any court, administrative agency, arbitrator or governmental body (A) with respect to any of the transactions contemplated by this Assignment Agreement or (B) with respect to any other matter that in the judgment of the Assignor will be determined adversely to the Assignor and will if determined adversely to the Assignor materially adversely affect its ability to perform its obligations under this Assignment Agreement. (f) With respect to each Mortgage Loan, except Except for the sale to the Assignee, the Assignor has not assigned or pledged any Mortgage Note or the related Mortgage or any interest or participation therein. (g) With respect to each Mortgage Loan, the The Assignor has not satisfied, canceled, or subordinated in whole or in part, or rescinded the Mortgage, and the Assignor has not released the Mortgaged Property from the lien of the Mortgage, in whole or in part, nor has the Assignor executed an instrument that would effect any such release, cancellation, subordination, or rescission. The Assignor has not released any Mortgagor, in whole or in part, except in connection with an assumption agreementagreement or other agreement approved by the related federal insurer, to the extent such approval was required. (h) With respect to each Mortgage Loan, the representations and warranties contained in Section 3.2 of the Flow SWSA, to the extent they relate to matters arising on or after the related Closing Date (as defined in the Flow SWSA), are true and correct as of the date of this Assignment Agreement. For purposes of making the representations and warranties contemplated in the this paragraph, each reference in Section 3.2 of the Flow SWSA to (i) the “Cut-off Date” shall be deemed to be a reference to October 1, 2006, (ii) the “Mortgage Loan Schedule” and shall be deemed to be a reference to Exhibit 1 hereto and (iii) the “Closing Date” shall be deemed to be a reference to October 30, 2006. It is understood and agreed that the representations and warranties set forth in this Section 5 shall survive delivery of the respective Mortgage Files to the Trustee (or its custodian) 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, the Master Servicer 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 6 below to repurchase 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 this Section 5. It is further understood and agreed that the Assignor shall be deemed not to have made the representations and warranties in this Section 5 with respect to, and to the extent of, representations and warranties made, as to the matters covered in this Section 5, by the Servicer in the Servicing Agreement Flow SWSA (or any officer’s certificate delivered pursuant thereto). It is understood and agreed that the Assignor has made no representations or warranties to the Assignee other than those contained in this Section 5, and no other affiliate of the Assignor has made any representations or warranties of any kind to the Assignee.

Representations and Warranties of the Assignor. The Assignor hereby represents and warrants to the Assignee as follows: (a) The Assignor has been duly organized and is validly existing as a limited partnership in good standing under the laws of the State of Delaware New York with full power and authority (corporate and other) to enter into and perform its obligations under the Sale and Servicing Agreement and this Assignment Agreement. (b) This Assignment Agreement has been duly executed and delivered by the Assignor, and, assuming due authorization, execution and delivery by each of the other parties hereto, constitutes a legal, valid, and binding agreement of the Assignor, enforceable against it in accordance with its terms, subject to bankruptcy, insolvency, reorganization, moratorium, or other similar laws affecting creditors’ rights generally and to general principles of equity regardless of whether enforcement is sought in a proceeding in equity or at law. (c) The execution, delivery and performance by the Assignor of this Assignment Agreement and the consummation of the transactions contemplated thereby do not require the consent or approval of, the giving of notice to, the registration with, or the taking of any other action in respect of, any state, federal or other governmental authority or agency, except such as has been obtained, given, effected or taken prior to the date thereof. (d) The execution and delivery of this Assignment Agreement have been duly authorized by all necessary corporate action on the part of the Assignor; neither the execution and delivery by the Assignor of this Assignment Agreement, nor the consummation by the Assignor of the transactions therein contemplated, nor compliance by the Assignor with the provisions thereof, will conflict with or result in a breach of, or constitute a default under, any of the provisions of the governing documents of the Assignor or any law, governmental rule or regulation or any material judgment, decree or order binding on the Assignor or any of its properties, or any of the provisions of any material indenture, mortgage, deed of trust, contract or other instrument to which the Assignor is a party or by which it is bound. (e) There are no actions, suits or proceedings pending or, to the knowledge of the Assignor, threatened, before or by any court, administrative agency, arbitrator or governmental body (A) with respect to any of the transactions contemplated by this Assignment Agreement or the Trade Confirmation or (B) with respect to any other matter that in the judgment of the Assignor will be determined adversely to the Assignor and will if determined adversely to the Assignor materially adversely affect its ability to perform its obligations under this Assignment Agreement. (f) With respect to each Mortgage Loan, except Except for the sale to the Assignee, the Assignor has not assigned or pledged any Mortgage Note or the related Mortgage or any interest or participation therein. (g) With respect to each Mortgage Loan, the The Assignor has not satisfied, canceled, or subordinated in whole or in part, or rescinded the Mortgage, and the Assignor has not released the Mortgaged Property from the lien of the Mortgage, in whole or in part, nor has the Assignor executed an instrument that would effect any such release, cancellation, subordination, or rescission. The Assignor has not released any Mortgagor, in whole or in part, except in connection with an assumption agreementagreement or other agreement approved by the related Federal Insurer, to the extent such approval was required. (h) Any and all requirements of any federal, state or local law including, without limitation, usury, truth-in-lending, real estate settlement procedures, consumer credit protection, equal credit opportunity, predatory and abusive lending or disclosure laws applicable to the Mortgage Loans have been complied with. All inspections, licenses and certificates required to be made or issued with respect to all occupied portions of the Mortgaged Properties and, with respect to the use and occupancy of the same, including but not limited to certificates of occupancy and fire underwriting certificates, have been made or obtained from the appropriate authorities. (i) No Transferred Mortgage Loan is a “High Cost Loan” or “Covered Loan,” as applicable, as such terms are defined in the then current Standard & Poor’s LEVELSâ Glossary. In addition, no Transferred Mortgage Loan is a “high-cost,” “high-cost home,” “covered,” “high-risk home,” or “predatory” loan under any applicable federal, state or local predatory or abusive lending law (or a similarly classified loan using different terminology under a law imposing heightened regulatory scrutiny or additional legal liability for residential mortgage loans having high interest rates, points and/or fees). (j) With respect to the Sale and Servicing Agreement, nothing has occurred or failed to occur from and after the closing date set forth in the Sale and Servicing Agreement to June 29, 2007, that would cause any of the representations and warranties relating to the Mortgage Loans set forth in Section 3.02 of the Sale and Servicing Agreement to be incorrect in any material respects as of the date hereof as if made on the date hereof. It is understood and agreed that the representations and warranties set forth in this Section 5 shall survive delivery of the respective Mortgage Files to the Trustee (or its custodian) 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, the Master Servicer 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 6 to repurchase 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 this Section 5. It is further understood and agreed that the Assignor shall be deemed not to have made the representations and warranties in this Section 5 with respect to, and to the extent of, representations and warranties made, as to the matters covered in this Section 5, by the Servicer in the Sale and Servicing Agreement (or any officer’s certificate delivered pursuant thereto). It is understood and agreed that the Assignor has made no representations or warranties to the Assignee other than those contained in this Section 5, and no other affiliate of the Assignor has made any representations or warranties of any kind to the Assignee.

Representations and Warranties of the Assignor. The In connection with the sale of the Assigned Assets to the Assignee, the Assignor hereby represents makes the following representations and warrants warranties to the Assignee as follows:of the date hereof. (a) The Assignor has been It is an entity duly organized and is validly existing as a limited partnership in good standing under the laws of the State jurisdiction of Delaware with full power and authority (corporate and other) to enter into and perform its obligations under the Servicing Agreement and this Agreementorganization. (b) It has all requisite power and authority to enter into this Agreement and to consummate the transactions contemplated hereby. (c) This Agreement has been duly and validly executed and delivered by the Assignor, and, assuming due authorization, execution Assignor and delivery by each of constitutes the other parties hereto, constitutes a legal, valid, valid and binding agreement obligation of the Assignor, enforceable against it the Assignor in accordance with its terms, subject to except (i) as limited by applicable bankruptcy, insolvency, reorganization, moratorium, or moratorium and other similar laws of general application affecting creditors’ rights generally and (ii) as limited by laws relating to general principles the availability of equity regardless of whether enforcement is sought in a proceeding in equity or at law. (c) The executionspecific performance, delivery and performance by the Assignor of this Agreement and the consummation of the transactions contemplated thereby do not require the consent or approval of, the giving of notice to, the registration with, or the taking of any other action in respect of, any state, federal injunctive relief or other governmental authority or agency, except such as has been obtained, given, effected or taken prior to the date thereofequitable remedies. (d) The execution and Neither the execution, delivery of this Agreement have been duly authorized by all necessary corporate action on the part of the Assignor; neither the execution and delivery or performance by the Assignor of this Agreement, nor the consummation by the Assignor of the transactions therein contemplatedcontemplated hereby, nor compliance by the Assignor with the provisions thereofany provision hereof, will conflict with or with, result in a breach any violation of, or constitute cause a default underunder (with or without due notice, lapse of time or both) any term, condition or provision of (i) the Assignor’s organizational documents, (ii) any contractual obligation of the Assignor, or by which the Assignor, or any of the Assignor’s properties, assets or rights, may be bound or (iii) any law, statute, rule, regulation, order, writ, injunction, decree, judgment, injunction, determination, permit, concession, license or franchise of any governmental authority applicable to the Assignor or the transactions contemplated hereby. (e) No permit, authorization, consent or approval of or by, or any notification of or filing with, any governmental authority or other Person is required in connection with the execution, delivery and performance by the Assignor of this Agreement or the consummation by such Assignor of the transactions contemplated hereby, except for the actions by OPIC to authorize the release of the lien on the Note by instructing its Collateral Agent to deliver the Note to the Assignee after OPIC’s Collateral Agent has confirmed receipt of an amount equal to the Purchase Price in the Charged Account. (f) The Assignor has delivered to the Assignee true and correct copies of each of the documents and agreements set forth on Exhibit D hereto. Except as set forth on Exhibit D hereto, the Assignor is not a party to, or bound by, any document or agreement relating to the Assigned Assets or the rights or obligations of the Assignee under the Facility Agreement, or the Assignee’s rights and remedies under this Agreement. (g) It is the sole lawful record and beneficial owner of, and has good and valid title to, all of the Loans, the Note, and all of the rights, remedies and other interests granted to the Assignor pursuant to the Facility Documents, with the full power and authority, subject to the provisions of the governing documents Facility Agreement and the other Facility Documents and the relevant provisions of federal and state laws, to sell, transfer and otherwise dispose of such Loans, the Note, and such rights, remedies and other interests, in each case, free and clear of any (i) mortgage, pledge, lien, security interest, charge, hypothecation, security agreement, security arrangement or encumbrance or other adverse claim against title of any kind; (ii) purchase, option, call or put agreement or arrangement; (iii) subordination agreement or arrangement other than as specified in the Facility Documents; (iv) prior sale, transfer, assignment or participation by the Assignor thereof; or (v) agreement or arrangement to create or effect any of the foregoing, except for the lien in favor of OPIC, which shall be released in accordance with Section 8 hereof. (h) As to the Note: (i) Assignor is entitled to enforce the Note; (ii) to the knowledge of the Assignor all signatures on the Note are authentic and authorized; (iii) the Note has not been altered; (iv) the Note is not subject to a defense or claim in recoupment of any lawparty which can be asserted against the Assignor; and (v) Assignor has no knowledge of any insolvency proceedings having been commenced with respect to the Company. (i) No proceedings are (i) pending against the Assignor before any governmental authority or (ii) to the best of the Assignor’s knowledge, governmental rule threatened against the Assignor that, in each case, could reasonably be expected to materially and adversely affect any action taken or regulation to be taken by the Assignor under this Agreement or any material judgmentthe transactions contemplated by this Agreement. (j) No broker, decree finder or order binding on other entity acting under the authority of the Assignor or any of its properties, or affiliates is entitled to any of the provisions of any material indenture, mortgage, deed of trust, contract broker’s commission or other instrument to which the Assignor is a party or by which it is bound. (e) There are no actions, suits or proceedings pending or, to the knowledge of the Assignor, threatened, before or by any court, administrative agency, arbitrator or governmental body (A) fee in connection with respect to any of the transactions contemplated by this Agreement or (B) with respect to any other matter that in for which the judgment of the Assignor will Assignee could be determined adversely to the Assignor and will if determined adversely to the Assignor materially adversely affect its ability to perform its obligations under this Agreementresponsible. (fk) With As of the effective time hereof, there are no funding obligations of any kind (whether fixed, contingent, conditional, or otherwise) in respect of the Facility Agreement or the other Facility Documents that the Assignor or the Assignee is or shall be required to each Mortgage Loan, except pay or otherwise perform that the Assignor has not paid or otherwise performed in full. (l) Except for consents and waivers set forth in the sale to the Assigneedocuments listed on Exhibit D hereto, the Assignor has not assigned or pledged any Mortgage Note or the related Mortgage or any interest or participation therein. (g) With respect given its consent to each Mortgage Loan, the Assignor has not satisfied, canceled, or subordinated in whole or in part, or rescinded the Mortgage, and the Assignor has not released the Mortgaged Property from the lien of the Mortgage, in whole or in partchange, nor has it waived, any material term or provision of the Assignor executed an instrument that would effect Facility Agreement or any such releaseother Facility Document, cancellation, subordination, or rescission. The Assignor has not released any Mortgagor, in whole or in part, except in connection including with an assumption agreement, respect to the extent such approval was required. It is understood and agreed that the representations and warranties set forth in this Section 5 shall survive delivery amount or time of the respective Mortgage Files to the Trustee (or its custodian) and shall inure to the benefit any payment of the Assignee and its assigns notwithstanding any restrictive or qualified endorsement or assignment. Upon the discovery by the Assignor, the Master Servicer principal 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 Agreement, and in no event later than two (2) Business Days from the date of such discovery. It is further understood and agreed that the Assignor shall be deemed not to have made the representations and warranties in this Section 5 with respect to, and to the extent of, representations and warranties made, as to the matters covered in this Section 5, by the Servicer in the Servicing Agreement (rate or any officer’s certificate delivered pursuant thereto). It is understood and agreed that the Assignor has made no representations or warranties to the Assignee other than those contained in this Section 5, and no other affiliate of the Assignor has made any representations or warranties time of any kind to the Assigneepayment of interest.

Representations and Warranties of the Assignor. The Assignor hereby represents and warrants to the Assignee as follows: (a) The Assignor has been duly organized and is validly existing as a New York limited partnership in good standing under the laws of the State of Delaware New York with full power and authority (corporate and other) to enter into and perform its obligations under the Purchase and Servicing Agreement and this Agreement. (b) This Agreement has been duly executed and delivered by the Assignor, and, and (assuming due authorization, execution and delivery by each of the other parties hereto, ) constitutes a legal, valid, and binding agreement of the Assignor, enforceable against it in accordance with its terms, subject to bankruptcy, insolvency, reorganization, moratorium, or other similar laws affecting creditors’ ' rights generally and to by general equitable principles of equity (regardless of whether enforcement is sought in a proceeding in equity or at law). (c) The execution, delivery and performance by the Assignor of this Agreement and the consummation of the transactions contemplated thereby do not require the consent or approval of, the giving of notice to, the registration with, or the taking of any other action in respect of, any state, federal or other governmental authority or agency, except such as has been obtained, given, effected or taken prior to the date thereof. (d) The execution and delivery of this Agreement have been duly authorized by all necessary corporate action on the part of the Assignor; neither the execution and delivery by the Assignor of this Agreement, nor the consummation by the Assignor of the transactions therein contemplated, nor compliance by the Assignor with the provisions thereof, will conflict with or result in a breach of, or constitute a default under, any of the provisions of the governing documents of the Assignor or any law, governmental rule or regulation or any material judgment, decree or order binding on the Assignor or any of its properties, or any of the provisions of any material indenture, mortgage, deed of trust, contract or other instrument to which the Assignor is a party or by which it is bound. (e) There are no actions, suits or proceedings pending or, to the knowledge of the Assignor, threatened, before or by any court, administrative agency, arbitrator or governmental body (Ai) with respect to any of the transactions contemplated by this Agreement or (Bii) with respect to any other matter that in the judgment of the Assignor will be determined adversely to the Assignor and will if determined adversely to the Assignor materially adversely affect its ability to perform its obligations under this Agreement. (f) With respect to each Mortgage Loan, except Except for the sale to the Assignee, the Assignor has not assigned or pledged any Mortgage Note or the related Mortgage Receivable or any interest or participation therein. (g) With respect to each Mortgage Loan, the Assignor has not satisfied, canceled, or subordinated in whole or in part, or rescinded the Mortgage, and the Assignor has not released the Mortgaged Property from the lien of the Mortgage, in whole or in part, nor has the Assignor executed an instrument that would effect any such release, cancellation, subordination, or rescission. The Assignor has not released any Mortgagor, in whole or in part, except in connection with an assumption agreement, to the extent such approval was required. It is understood and agreed that the representations and warranties set forth in this Section 5 shall survive delivery of the respective Mortgage Files to the Trustee (or its custodian) and shall inure to the benefit of the Assignee and its permitted assigns notwithstanding any restrictive or qualified endorsement or assignment. Upon the discovery by the Assignor, the Master Servicer Assignor or the Assignee and its permitted assigns of a breach of any of the foregoing representations and warranties, the party discovering such breach shall give prompt written notice to the other parties to this Agreement, Agreement and in no event later than two (2) Business Days from the date of such discovery. It is further understood and agreed that the Assignor shall be deemed not to have made the representations and warranties in this Section 5 with respect to, and to the extent of, representations and warranties made, as to the matters covered in this Section 5, by the Servicer in the Servicing Agreement (or any officer’s certificate delivered pursuant thereto). It is understood and agreed that the Assignor has made no representations or warranties to the Assignee other than those contained in this Section 5, and no other affiliate of the Assignor has made any representations or warranties of any kind to the Assignee.

Representations and Warranties of the Assignor. The Assignor hereby represents and warrants to the Assignee as follows: (a) The Assignor has been duly organized and is validly existing as a limited partnership corporation in good standing under the laws of the State of Delaware with full power and authority (corporate and other) to enter into and perform its obligations under the Servicing Agreement and this Assignment Agreement. (b) This Assignment Agreement has been duly executed and delivered by the Assignor, and, assuming due authorization, execution and delivery by each of the other parties hereto, constitutes a legal, valid, and binding agreement of the Assignor, enforceable against it in accordance with its terms, subject to bankruptcy, insolvency, reorganization, moratorium, or other similar laws affecting creditors’ rights generally and to general principles of equity regardless of whether enforcement is sought in a proceeding in equity or at law. (c) The execution, delivery and performance by the Assignor of this Assignment Agreement and the consummation of the transactions contemplated thereby do not require the consent or approval of, the giving of notice to, the registration with, or the taking of any other action in respect of, any state, federal or other governmental authority or agency, except such as has been obtained, given, effected or taken prior to the date thereof. (d) The execution and delivery of this Assignment Agreement have been duly authorized by all necessary corporate action on the part of the Assignor; neither the execution and delivery by the Assignor of this Assignment Agreement, nor the consummation by the Assignor of the transactions therein contemplated, nor compliance by the Assignor with the provisions thereof, will conflict with or result in a breach of, or constitute a default under, any of the provisions of the governing documents of the Assignor or any law, governmental rule or regulation or any material judgment, decree or order binding on the Assignor or any of its properties, or any of the provisions of any material indenture, mortgage, deed of trust, contract or other instrument to which the Assignor is a party or by which it is bound. (e) There are no actions, suits or proceedings pending or, to the knowledge of the Assignor, threatened, before or by any court, administrative agency, arbitrator or governmental body (A) with respect to any of the transactions contemplated by this Assignment Agreement or (B) with respect to any other matter that in the judgment of the Assignor will be determined adversely to the Assignor and will if determined adversely to the Assignor materially adversely affect its ability to perform its obligations under this Assignment Agreement. (f) With respect to each Mortgage Loan, except Except for the sale to the Assignee, the Assignor has not assigned or pledged any Mortgage Note or the related Mortgage or any interest or participation therein. (g) With respect to each Mortgage Loan, the The Assignor has not satisfied, canceled, or subordinated in whole or in part, or rescinded the Mortgage, and the Assignor has not released the Mortgaged Property from the lien of the Mortgage, in whole or in part, nor has the Assignor executed an instrument that would effect any such release, cancellation, subordination, or rescission. The Assignor has not released any Mortgagor, in whole or in part, except in connection with an assumption agreementagreement or other agreement approved by the related federal insurer, to the extent such approval was required. (h) Any and all requirements of any federal, state or local law including, without limitation, usury, truth-in-lending, real estate settlement procedures, consumer credit protection, equal credit opportunity, predatory and abusive lending or disclosure laws applicable to the Mortgage Loans have been complied with. It is understood All inspections, licenses and agreed that the representations and warranties set forth in this Section 5 shall survive delivery certificates required to be made or issued with respect to all occupied portions of the respective Mortgage Files Mortgaged Properties and, with respect to the Trustee (or its custodian) use and shall inure to the benefit occupancy of the Assignee same, including but not limited to certificates of occupancy and its assigns notwithstanding any restrictive fire underwriting certificates, have been made or qualified endorsement or assignment. Upon obtained from the discovery by the Assignor, the Master Servicer or the Assignee and its assigns of appropriate authorities. (i) No Mortgage Loan is classified as a breach “high cost” mortgage loan under Section 32 of the foregoing representations Home Ownership and warranties, the party discovering such breach shall give prompt written notice to the other parties to this Agreement, and in no event later than two (2) Business Days from the date Equity Protection Act of such discovery. It is further understood and agreed that the Assignor shall be deemed not to have made the representations and warranties in this Section 5 with respect to, and to the extent of, representations and warranties made1994, as to the matters covered in this Section 5, by the Servicer in the Servicing Agreement (or any officer’s certificate delivered pursuant thereto). It is understood and agreed that the Assignor has made no representations or warranties to the Assignee other than those contained in this Section 5amended, and no other affiliate Mortgage Loan is considered a “high cost” mortgage loan under any applicable federal, state or local predatory or abusive lending law (or a similarly classified loan using different terminology under a law imposing heightened regulatory scrutiny or additional legal liability for residential mortgage loans having high interest rates, points and/or fees). (j) No Home Loan is a High Cost Loan or Covered Loan, as such terms are defined in the then current Standard & Poor’s LEVELSâ Glossary, and no Home Loan originated on or after October 1, 2002, through March 6, 2003, is governed by the Georgia Fair Lending Act. For the purposes of this Section 5(j) the Assignor has made any representations or warranties of any kind to the Assignee.following definitions shall apply:

Representations and Warranties of the Assignor. The Assignor hereby represents and warrants to the Assignee as follows: (a) The Assignor has been duly organized and is validly existing as a limited partnership in good standing under the laws of the State of Delaware New York with full power and authority (corporate and other) to enter into and perform its obligations under the Servicing Agreement Flow SWSA, the Trade Confirmation and this Assignment Agreement. (b) This Assignment Agreement has been duly executed and delivered by the Assignor, and, assuming due authorization, execution and delivery by each of the other parties hereto, constitutes a legal, valid, and binding agreement of the Assignor, enforceable against it in accordance with its terms, subject to bankruptcy, insolvency, reorganization, moratorium, or other similar laws affecting creditors’ rights generally and to general principles of equity regardless of whether enforcement is sought in a proceeding in equity or at law. (c) The execution, delivery and performance by the Assignor of this Assignment Agreement and the consummation of the transactions contemplated thereby hereby do not require the consent or approval of, the giving of notice to, the registration with, or the taking of any other action in respect of, any state, federal or other governmental authority or agency, except such as has been obtained, given, effected or taken prior to the date thereof. (d) The execution and delivery of this Assignment Agreement have been duly authorized by all necessary corporate partnership action on the part of the Assignor; neither the execution and delivery by the Assignor of this Assignment Agreement, nor the consummation by the Assignor of the transactions therein herein contemplated, nor compliance by the Assignor with the provisions thereofhereof, will conflict with or result in a breach of, or constitute a default under, any of the provisions of the governing documents of the Assignor or any law, governmental rule or regulation or any material judgment, decree or order binding on the Assignor or any of its properties, or any of the provisions of any material indenture, mortgage, deed of trust, contract or other instrument to which the Assignor is a party or by which it is bound. (e) There are no actions, suits or proceedings pending or, to the knowledge of the Assignor, threatened, before or by any court, administrative agency, arbitrator or governmental body (A) with respect to any of the transactions contemplated by this Assignment Agreement or (B) with respect to any other matter that in the judgment of the Assignor will be determined adversely to the Assignor and will if determined adversely to the Assignor materially adversely affect its ability to perform its obligations under this Assignment Agreement. (f) With respect to each Mortgage Loan, except Except for the sale to the Assignee, the Assignor has not assigned or pledged any Mortgage Note or the related Mortgage or any interest or participation therein. (g) With respect to each Mortgage Loan, the The Assignor has not satisfied, canceled, or subordinated in whole or in part, or rescinded the Mortgage, and the Assignor has not released the Mortgaged Property from the lien of the Mortgage, in whole or in part, nor has the Assignor executed an instrument that would effect any such release, cancellation, subordination, or rescission. The Assignor has not released any Mortgagor, in whole or in part, except in connection with an assumption agreementagreement or other agreement approved by the related federal insurer, to the extent such approval was required. (h) With respect to each Mortgage Loan, the representations and warranties contained in Section 3.2 of the Flow SWSA, to the extent they relate to matters arising on or after the related Closing Date (as defined in the Flow SWSA), are true and correct as of the date of this Assignment Agreement. For purposes of making the representations and warranties contemplated in the this paragraph, each reference in Section 3.2 of the Flow SWSA to (i) the “Cut-off Date” shall be deemed to be a reference to January 1, 2007, (ii) the “Mortgage Loan Schedule” and shall be deemed to be a reference to Exhibit 1 hereto and (iii) the “Closing Date” shall be deemed to be a reference to January 31, 2007. It is understood and agreed that the representations and warranties set forth in this Section 5 shall survive delivery of the respective Mortgage Files to the Trustee (or its custodian) 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, the Master Servicer 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 6 below to repurchase 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 this Section 5. It is further understood and agreed that the Assignor shall be deemed not to have made the representations and warranties in this Section 5 with respect to, and to the extent of, representations and warranties made, as to the matters covered in this Section 5, by the Servicer in the Servicing Agreement Flow SWSA (or any officer’s certificate delivered pursuant thereto). It is understood and agreed that the Assignor has made no representations or warranties to the Assignee other than those contained in this Section 5, and no other affiliate of the Assignor has made any representations or warranties of any kind to the Assignee.

Representations and Warranties of the Assignor. The Assignor hereby warrants and represents and warrants to the Assignee and the Trustee as followsof date hereof, unless otherwise stated below that: (a) The Assignor has been duly organized and is validly existing as a limited partnership in good standing under the laws of the State of Delaware New York with full power and authority (corporate and other) to enter into and perform its obligations under the Servicing Agreement Agreements and this Agreement. (b) This Agreement has been duly executed and delivered by the Assignor, and, assuming due authorization, execution and delivery by each of the other parties hereto, constitutes a legal, valid, and binding agreement of the Assignor, enforceable against it in accordance with its terms, subject to bankruptcy, insolvency, reorganization, moratorium, moratorium or other similar laws affecting creditors’ rights generally and to general principles of equity regardless of whether enforcement is sought in a proceeding in equity or at law. (c) The execution, delivery and performance by the Assignor of this Agreement and the consummation of the transactions contemplated thereby hereby do not require the consent or approval of, the giving of notice to, the registration with, with or the taking of any other action in respect of, any state, federal or other governmental authority or agency, except such as has been obtained, given, effected or taken prior to the date thereofhereof. (d) The execution and delivery of this Agreement have been duly authorized by all necessary corporate action on the part of the Assignor; neither the execution and delivery by the Assignor of this Agreement, nor the consummation by the Assignor of the transactions therein herein contemplated, nor compliance by the Assignor with the provisions thereof, hereof will conflict with or result in a breach of, or constitute a default under, any of the provisions of the governing documents of the Assignor or any law, governmental rule or regulation or any material judgment, decree or order binding on the Assignor or any of its properties, or any of the provisions of any material indenture, mortgage, deed of trust, contract or other instrument to which the Assignor is a party or by which it is bound. (e) There are no actions, suits or proceedings pending or, to the knowledge of the Assignor, threatened, before or by any court, administrative agency, arbitrator or governmental body (Ai) with respect to any of the transactions contemplated by this Agreement or (Bii) with respect to any other matter that in the judgment of the Assignor will be determined adversely to the Assignor and will will, if determined adversely to the Assignor Assignor, materially adversely affect its ability to perform its obligations under this Agreement. (f) With respect The Assignor is the sole owner of record and holder of the Mortgage Loans and the indebtedness evidenced by each Mortgage Note. The Mortgage Loans are not assigned or pledged, and the Assignor has good, indefeasible and marketable title thereto, and has full right to transfer and sell the Mortgage Loans to the Assignee free and clear of any encumbrance, equity, participation interest, lien, pledge, charge, claim or security interest, and has full right and authority subject to no interest or participation of, or agreement with, any other party, to sell and assign each Mortgage Loan pursuant to this Agreement and following the sale of each Mortgage Loan, except for the sale Assignee will own such Mortgage Loan free and clear of any encumbrance, equity, participation interest, lien, pledge, charge, claim or security interest. The Assignor intends to relinquish all rights to possess, control and monitor the Assignee, the Assignor has not assigned or pledged any Mortgage Note or the related Mortgage or any interest or participation thereinLoan. (g) With respect to each Mortgage Loan, the The Assignor has not satisfiedwaived the performance by the Mortgagor of any action, canceled, or subordinated if the Mortgagor’s failure to perform such action would cause the Mortgage Loan to be in whole or in part, or rescinded the Mortgage, and the Assignor has not released the Mortgaged Property from the lien of the Mortgage, in whole or in partdefault, nor has the Assignor executed an instrument that would effect Company waived any default resulting from any action or inaction by the Mortgagor. (h) As of December 29, 2006, with respect to the Mortgage Loans, any and all requirements of any federal, state or local law including, without limitation, usury, truth-in-lending, real estate settlement procedures, consumer credit protection, equal credit opportunity and disclosure laws, all applicable predatory and abusive lending laws or unfair and deceptive practices laws applicable to the Mortgage Loan, including, without limitation, any provisions related to prepayment premiums, have been complied with, and the consummation of the transactions contemplated hereby will not involve the violation of any such releaselaws or regulations. All inspections, cancellationlicenses and certificates required to be made or issued with respect to all occupied portions of the Mortgaged Properties and, subordination, or rescission. The Assignor has not released any Mortgagor, in whole or in part, except in connection with an assumption agreement, respect to the extent such approval was required. It is understood use and agreed that the representations and warranties set forth in this Section 5 shall survive delivery occupancy of the respective same, including but not limited to certificates of occupancy and fire underwriting certificates, have been made or obtained from the appropriate authorities. (i) No Mortgage Files to Loan is a “High Cost Loan” or “Covered Loan,” as applicable, as such terms are defined in the Trustee then current Standard & Poor’s LEVELSâ Glossary. In addition, no Mortgage Loan is a “high-cost,” “high-cost home,” “covered,” “high-risk home,” or “predatory” loan under any applicable federal, state or local predatory or abusive lending law (or its custodian) and shall inure to the benefit of the Assignee and its assigns notwithstanding any restrictive a similarly classified loan using different terminology under a law imposing heightened regulatory scrutiny or qualified endorsement or assignment. Upon the discovery by the Assignoradditional legal liability for residential mortgage loans having high interest rates, the Master Servicer 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 Agreement, and in no event later than two (2) Business Days from the date of such discovery. It is further understood and agreed that the Assignor shall be deemed not to have made the representations and warranties in this Section 5 with respect to, and to the extent of, representations and warranties made, as to the matters covered in this Section 5, by the Servicer in the Servicing Agreement (or any officer’s certificate delivered pursuant theretopoints and/or fees). It is understood and agreed that the Assignor has made no representations or warranties to the Assignee other than those contained in this Section 5, and no other affiliate of Mortgage Loan originated on or after October 1, 2002 through March 6, 2003 is governed by the Assignor has made any representations or warranties of any kind to the AssigneeGeorgia Fair Lending Act.

Representations and Warranties of the Assignor. The Assignor hereby represents and warrants to the Assignee as follows: (a) The Assignor has been duly organized and is validly existing as a limited partnership in good standing national banking association under the laws of the State of Delaware United States with full power and authority (corporate and other) to enter into and perform its obligations under the Sale and Servicing Agreement Agreement, the Memorandum of Sale and this Assignment Agreement. (b) This Assignment Agreement has been duly executed and delivered by the Assignor, and, assuming due authorization, execution and delivery by each of the other parties hereto, constitutes a legal, valid, and binding agreement of the Assignor, enforceable against it in accordance with its terms, subject to bankruptcy, insolvency, reorganization, moratorium, or other similar laws affecting creditors’ rights generally and to general principles of equity regardless of whether enforcement is sought in a proceeding in equity or at law. (c) The execution, delivery and performance by the Assignor of this Assignment Agreement and the consummation of the transactions contemplated thereby do not require the consent or approval of, the giving of notice to, the registration with, or the taking of any other action in respect of, any state, federal or other governmental authority or agency, except such as has been obtained, given, effected or taken prior to the date thereof. (d) The execution and delivery of this Assignment Agreement have been duly authorized by all necessary corporate action on the part of the Assignor; neither the execution and delivery by the Assignor of this Assignment Agreement, nor the consummation by the Assignor of the transactions therein contemplated, nor compliance by the Assignor with the provisions thereof, will conflict with or result in a breach of, or constitute a default under, any of the provisions of the governing documents of the Assignor or any law, governmental rule or regulation or any material judgment, decree or order binding on the Assignor or any of its properties, or any of the provisions of any material indenture, mortgage, deed of trust, contract or other instrument to which the Assignor is a party or by which it is bound. (e) There are no actions, suits or proceedings pending or, to the knowledge of the Assignor, threatened, before or by any court, administrative agency, arbitrator or governmental body (A) with respect to any of the transactions contemplated by this Assignment Agreement or (B) with respect to any other matter that in the judgment of the Assignor will be determined adversely to the Assignor and will will, if determined adversely to the Assignor Assignor, materially adversely affect its ability to perform its obligations under this Assignment Agreement. (f) With respect to each Mortgage Loan, except Except for the sale of the Mortgage Loans to the Assignee, the Assignor has not assigned or pledged any related Mortgage Note or the related Mortgage or any interest or participation therein. (g) With respect to each Mortgage Loan, the The Assignor has not satisfied, canceled, or subordinated in whole or in part, or rescinded the MortgageMortgage related to any Mortgage Loan, and the Assignor has not released the Mortgaged Property related to any Mortgage Loan from the lien of the such Mortgage, in whole or in part, nor has the Assignor executed an instrument that would effect any such release, cancellation, subordination, or rescission. (h) Immediately prior to the assignment and conveyance contemplated in this Assignment Agreement, the Assignor was the lawful owner of the Mortgage Loans with the full right to transfer the Mortgage Loans and all of its interests, rights and obligations under the Sale and Servicing Agreement free from any and all claims and encumbrances whatsoever. (i) The Assignor represents and warrants to the Assignee that the Assignor has not taken any action that would serve to impair or encumber the Assignor’s ownership interest in the Mortgage Loans since the Closing Date. (j) The Assignor has not received notice of, and has no knowledge of, any offsets, counterclaims or other defenses available to the Seller with respect to the Sale and Servicing Agreement. (k) Except as set forth in this Assignment Agreement, the Assignor has not waived or agreed to any waiver under, or agreed to any amendment or other modification of, the Sale and Servicing Agreement or the Mortgage Loans, including without limitation the transfer of the servicing obligations under the Sale and Servicing Agreement. The Assignor has no knowledge of, and has not released received notice of, any Mortgagorwaivers under or amendments or other modifications of, or assignments of rights or obligations under, except as contemplated in whole this Assignment Agreement, the Sale and Servicing Agreement or the Mortgage Loans. (l) Neither the Assignor nor anyone acting on its behalf has offered, transferred, pledged, sold or otherwise disposed of the Mortgage Loans, any interest in the Mortgage Loans or any other similar security to, or solicited any offer to buy or accept a transfer, pledge or other disposition of the Mortgage Loans, any interest in the Mortgage Loans or any other similar security from, or otherwise approached or negotiated with respect to the Mortgage Loans, any interest in the Mortgage Loans or any other similar security with, any person in any manner, or made any general solicitation by means of general advertising or in partany other manner, except or taken any other action which would constitute a distribution of the Mortgage Loans under the Securities Act of 1933, as amended (the “Securities Act”) or which would render the disposition of the Mortgage Loans a violation of Section 5 of the Securities Act or require registration pursuant thereto. (m) No statement, tape, diskette, form, report or other document prepared by, or on behalf of, the Assignor in connection with an assumption agreementthe transactions contemplated hereby, contains or will contain any statement that is or will be inaccurate or misleading in any material respect. (n) The representation and warranty made by the Seller in paragraph (mmm) of Section 3.02 (as amended hereby), to the extent such approval was requiredit relates to matters arising on or after November 18, 2004, is true and correct as of the date of this Assignment Agreement. It is understood and agreed that the representations and warranties set forth in this Section 5 6 shall survive delivery of the respective Mortgage Files to the Trustee (or its custodian) 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, the Master Servicer Assignor or the Assignee and its assigns of a breach of any 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 further understood and agreed that the Assignor shall be deemed not to have made the representations and warranties in this Section 5 with respect to, and to the extent of, representations and warranties made, as to the matters covered in this Section 5, by the Servicer in the Servicing Agreement (or any officer’s certificate delivered pursuant thereto). It is understood and agreed that the Assignor has made no representations or warranties to the Assignee other than those contained in this Section 56, and no other affiliate of the Assignor has made any representations or warranties of any kind to the Assignee.

Representations and Warranties of the Assignor. The Assignor hereby represents and warrants to the Assignee as follows: (a) The Assignor has been duly organized and is validly existing as a limited partnership in good standing under the laws of the State of Delaware New York with full power and authority (corporate and other) to enter into and perform its obligations under the Sale and Servicing Agreement Agreement, the Commitment Letter, and this Assignment Agreement. (b) This Assignment Agreement has been duly executed and delivered by the Assignor, and, assuming due authorization, execution and delivery by each of the other parties hereto, constitutes a legal, valid, and binding agreement of the Assignor, enforceable against it in accordance with its terms, subject to bankruptcy, insolvency, reorganization, moratorium, or other similar laws affecting creditors’ rights generally and to general principles of equity regardless of whether enforcement is sought in a proceeding in equity or at law. (c) The execution, delivery and performance by the Assignor of this Assignment Agreement and the consummation of the transactions contemplated thereby hereby do not require the consent or approval of, the giving of notice to, the registration with, or the taking of any other action in respect of, any state, federal or other governmental authority or agency, except such as has been obtained, given, effected or taken prior to the date thereofhereof. (d) The execution and delivery of this Assignment Agreement have been duly authorized by all necessary corporate action on the part of the Assignor; neither the execution and delivery by the Assignor of this Assignment Agreement, nor the consummation by the Assignor of the transactions therein herein contemplated, nor compliance by the Assignor with the provisions thereofhereof, will conflict with or result in a breach of, or constitute a default under, any of the provisions of the governing documents of the Assignor or any law, governmental rule or regulation or any material judgment, decree or order binding on the Assignor or any of its properties, or any of the provisions of any material indenture, mortgage, deed of trust, contract or other instrument to which the Assignor is a party or by which it is bound. (e) There are no actions, suits or proceedings pending or, to the knowledge of the Assignor, threatened, before or by any court, administrative agency, arbitrator or governmental body (A) with respect to any of the transactions contemplated by this Assignment Agreement or (B) with respect to any other matter that in the judgment of the Assignor will be determined adversely to the Assignor and will and, if determined adversely to the Assignor Assignor, will materially and adversely affect its ability to perform its obligations under this Assignment Agreement. (f) With respect to each Mortgage Loan, except Except for the sale to the Assignee, the Assignor has not assigned or pledged any Mortgage Note related to any Assigned Mortgage Loan or the related Mortgage or any interest or participation therein. (g) With respect to each Mortgage Loan, the The Assignor has not satisfied, canceled, or subordinated in whole or in part, or rescinded the MortgageMortgage related to any Assigned Mortgage Loan, and the Assignor has not released the Mortgaged Property from the lien of the MortgageMortgage related to any Assigned Mortgage Loan, in whole or in part, nor has the Assignor executed an instrument that would effect any such release, cancellation, subordination, or rescission. The Assignor has not released any Mortgagor, in whole or in part, except in connection with an assumption agreement, to the extent such approval was required. It is understood and agreed that the representations and warranties set forth in this Section 5 shall survive delivery of the respective Mortgage Files to the Trustee (or its 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, the Master Servicer 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 Agreement, and in no event later than two (2) Business Days from the date of such discovery. It is further understood and agreed that the Assignor shall be deemed not to have made the representations and warranties in this Section 5 with respect to, and to the extent of, representations and warranties made, as to the matters covered in this Section 5, by the Servicer in the Servicing Agreement (or any officer’s certificate delivered pursuant thereto). It is understood and agreed that the Assignor has made no representations or warranties to the Assignee other than those contained in this Section 5, and no other affiliate of the Assignor has made any representations or warranties of any kind to the Assignee.

Representations and Warranties of the Assignor. The Assignor hereby represents and warrants to the Assignee as follows: (a) The Assignor has been duly organized and is validly existing as a limited partnership corporation in good standing under the laws of the State of Delaware with full power and authority (corporate and other) to enter into and perform its obligations under the Servicing Agreement and this Assignment Agreement. (b) This Assignment Agreement has been duly executed and delivered by the Assignor, and, assuming due authorization, execution and delivery by each of the other parties hereto, constitutes a legal, valid, and binding agreement of the Assignor, enforceable against it in accordance with its terms, subject to bankruptcy, insolvency, reorganization, moratorium, or other similar laws affecting creditors’ rights generally and to general principles of equity regardless of whether enforcement is sought in a proceeding in equity or at law. (c) The execution, delivery and performance by the Assignor of this Assignment Agreement and the consummation of the transactions contemplated thereby do not require the consent or approval of, the giving of notice to, the registration with, or the taking of any other action in respect of, any state, federal or other governmental authority or agency, except such as has been obtained, given, effected or taken prior to the date thereof. (d) The execution and delivery of this Assignment Agreement have been duly authorized by all necessary corporate action on the part of the Assignor; neither the execution and delivery by the Assignor of this Assignment Agreement, nor the consummation by the Assignor of the transactions therein contemplated, nor compliance by the Assignor with the provisions thereof, will conflict with or result in a breach of, or constitute a default under, any of the provisions of the governing documents of the Assignor or any law, governmental rule or regulation or any material judgment, decree or order binding on the Assignor or any of its properties, or any of the provisions of any material indenture, mortgage, deed of trust, contract or other instrument to which the Assignor is a party or by which it is bound. (e) There are no actions, suits or proceedings pending or, to the knowledge of the Assignor, threatened, before or by any court, administrative agency, arbitrator or governmental body (A) with respect to any of the transactions contemplated by this Assignment Agreement or (B) with respect to any other matter that in the judgment of the Assignor will be determined adversely to the Assignor and will if determined adversely to the Assignor materially adversely affect its ability to perform its obligations under this Assignment Agreement. (f) With respect to each Mortgage Loan, except Except for the sale to the Assignee, the Assignor has not assigned or pledged any Mortgage Note or the related Mortgage or any interest or participation therein. (g) With respect to each Mortgage Loan, the The Assignor has not satisfied, canceled, or subordinated in whole or in part, or rescinded the Mortgage, and the Assignor has not released the Mortgaged Property from the lien of the Mortgage, in whole or in part, nor has the Assignor executed an instrument that would effect any such release, cancellation, subordination, or rescission. The Assignor has not released any Mortgagor, in whole or in part, except in connection with an assumption agreementagreement or other agreement approved by the related federal insurer, to the extent such approval was required. (h) Any and all requirements of any federal, state or local law including, without limitation, usury, truth-in-lending, real estate settlement procedures, consumer credit protection, equal credit opportunity, predatory and abusive lending or disclosure laws applicable to the Mortgage Loans have been complied with. It is understood All inspections, licenses and agreed that the representations and warranties set forth in this Section 5 shall survive delivery certificates required to be made or issued with respect to all occupied portions of the respective Mortgage Files Mortgaged Properties and, with respect to the Trustee (or its custodian) use and shall inure to the benefit occupancy of the Assignee same, including but not limited to certificates of occupancy and its assigns notwithstanding any restrictive fire underwriting certificates, have been made or qualified endorsement or assignment. Upon obtained from the discovery by the Assignor, the Master Servicer or the Assignee and its assigns of appropriate authorities. (i) No Mortgage Loan is classified as a breach “high cost” mortgage loan under Section 32 of the foregoing representations Home Ownership and warranties, the party discovering such breach shall give prompt written notice to the other parties to this Agreement, and in no event later than two (2) Business Days from the date Equity Protection Act of such discovery. It is further understood and agreed that the Assignor shall be deemed not to have made the representations and warranties in this Section 5 with respect to, and to the extent of, representations and warranties made1994, as to the matters covered in this Section 5, by the Servicer in the Servicing Agreement (or any officer’s certificate delivered pursuant thereto). It is understood and agreed that the Assignor has made no representations or warranties to the Assignee other than those contained in this Section 5amended, and no other affiliate Mortgage Loan is considered a “high cost” mortgage loan under any applicable federal, state or local laws. (j) No Home Loan is a High Cost Loan or Covered Loan, as applicable (as such terms are defined in the then current Standard & Poor’s LEVELS Glossary, Appendix E, in effect on January 1, 2006) and no Home Loan originated on or after October 1, 2002, through March 6, 2003, is governed by the Georgia Fair Lending Act. For the purposes of this Section 5(j) the Assignor has made any representations or warranties of any kind to the Assignee.following definitions shall apply:

Representations and Warranties of the Assignor. The Assignor hereby represents and warrants to the Assignee as follows: (a) Section 5.01 The Assignor has been duly organized and is validly existing as a limited partnership corporation in good standing under the laws of the State of Delaware with full power and authority (corporate and other) to enter into and perform its obligations under the Purchase and Servicing Agreement and this Agreement. (b) Section 5.02 This Agreement has been duly executed and delivered by the Assignor, and, assuming due authorization, execution and delivery by each of the other parties hereto, constitutes a legal, valid, and binding agreement of the Assignor, enforceable against it in accordance with its terms, subject to bankruptcy, insolvency, reorganization, moratorium, or other similar laws affecting creditors’ ' rights generally and to general principles of equity regardless of whether enforcement is sought in a proceeding in equity or at law. (c) Section 5.03 The execution, delivery and performance by the Assignor of this Agreement and the consummation of the transactions contemplated thereby do not require the consent or approval of, the giving of notice to, the registration with, or the taking of any other action in respect of, any state, federal or other governmental authority or agency, except such as has been obtained, given, effected or taken prior to the date thereof. (d) Section 5.04 The execution and delivery of this Agreement have been duly authorized by all necessary corporate action on the part of the Assignor; neither the execution and delivery by the Assignor of this Agreement, nor the consummation by the Assignor of the transactions therein contemplated, nor compliance by the Assignor with the provisions thereof, will conflict with or result in a breach of, or constitute (with or without notice or lapse of time or both) a default under, any of the provisions of the governing documents of the Assignor or any law, governmental rule or regulation or any material judgment, decree or order binding on the Assignor or any of its properties, or any of the provisions of any material indenture, mortgage, deed of trust, contract or other instrument to which the Assignor is a party or by which it is bound. (e) Section 5.05 There are no actions, suits or proceedings pending or, to the knowledge of the Assignor, threatened, before or by any court, administrative agency, arbitrator or governmental body (Ai) with respect to any of the transactions contemplated by this Agreement or (Bii) with respect to any other matter that in the judgment of the Assignor will be determined adversely to the Assignor and will if determined adversely to the Assignor materially adversely affect its ability to perform its obligations under this Agreement. (f) With respect to each Mortgage Loan, except Section 5.06 Except for the sale to the Assignee, the Assignor has not assigned or pledged any Mortgage Note or the related Mortgage Receivable or any interest or participation therein. (g) With respect to each Mortgage Loan, the Section 5.07 The Assignor has not satisfied, canceled, or subordinated in whole or in part, or rescinded the Mortgagecollateral securing the Receivable, and the Assignor has not released the Mortgaged Property collateral securing the Receivable from the lien of the MortgageReceivable, in whole or in part, nor has the Assignor executed an instrument that would effect any such release, cancellation, subordination, or rescission. The Assignor has not released any MortgagorObligor, in whole or in part, except in connection from its obligations with an assumption agreement, respect to the extent such approval was requiredrelated Receivable. It is understood and agreed that the representations and warranties set forth in this Section 5 shall survive delivery of the respective Mortgage Files to the Trustee (or its custodian) and shall inure to the benefit of the Assignee and its permitted assigns notwithstanding any restrictive or qualified endorsement or assignment. Upon the discovery by the Assignor, the Master Servicer Assignor or the Assignee and its permitted 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 Agreement, 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 Article 6 to repurchase a Receivable constitute the sole remedies available to the Assignee and its permitted assigns on their behalf respecting a breach of the representations and warranties contained in this Article 5. It is further understood and agreed that the Assignor shall be deemed not to have made the representations and warranties in this Section Article 5 with respect to, and to the extent of, representations and warranties made, as to the matters covered in this Section Article 5, by the Servicer in the Purchase and Servicing Agreement (or any officer’s 's certificate delivered pursuant thereto). It is understood and agreed that the Assignor has made no representations or warranties to the Assignee other than those contained in this Section Article 5, and no other affiliate of the Assignor has made any representations or warranties of any kind to the Assignee.

Representations and Warranties of the Assignor. The Assignor hereby Pacifico warrants and represents to, and warrants to covenants with, the Assignee as followsthat: (a) The Assignor x. Xxxxxxxx is the lawful owner of the Muluncay Project with the full right to transfer such Muluncay Project, which transfer is made free from any claims and encumbrances other than the Mortgages; b. Neither Pacifico nor anyone acting on its behalf has offered, transferred, pledged sold or otherwise disposed of the Muluncay Project or any interest in the Muluncay Project to, or solicited any offer to buy or accept a transfer, pledge or other disposition of the Muluncay Project or any interest in the Muluncay Project. x. Xxxxxxxx has been duly organized and is validly existing as a limited partnership corporation in good standing under the laws of the State Country of Delaware Ecuador with full power and authority (corporate and other) to enter into and perform its obligations under the Servicing Agreement and this Agreement.; (b) d. This Agreement has been duly executed and delivered by the AssignorPacifico, and, assuming due authorization, execution and delivery by each of the other parties hereto, constitutes a legal, valid, and binding agreement of the AssignorPacifico, enforceable against it in accordance with its terms, subject to bankruptcy, insolvency, reorganization, moratorium, or other similar laws affecting creditors’ ' rights generally and to general principles of equity regardless of whether enforcement is sought in a proceeding in equity or at law.; (c) e. The execution, delivery and performance by the Assignor Pacifico of this Agreement and the consummation of the transactions contemplated thereby hereby do not require the consent or approval of, the giving of notice to, the registration with, or the taking of any other action in respect of, any state, federal or other governmental authority or agency, except such as has been obtained, given, effected or taken prior to the date thereof.; (d) f. The execution and delivery of this Agreement have been duly authorized by all necessary corporate action on the part of the AssignorPacifico; neither the execution and delivery by the Assignor Pacifico of this Agreement, nor the consummation by the Assignor Pacifico of the transactions therein herein contemplated, nor compliance by the Assignor Pacifico with the provisions thereofhereof, will conflict with or result in a breach of, or constitute a default under, any of the provisions of the governing documents of the Assignor Pacifico or any law, governmental rule or regulation or any material judgment, decree or order binding on the Assignor Pacifico or any of its properties, or any of the provisions of any material indenture, mortgage, deed of trust, contract or other instrument to which the Assignor Pacifico is a party or by which it is bound. (e) There are no actions, suits or proceedings pending or, to the knowledge of the Assignor, threatened, before or by any court, administrative agency, arbitrator or governmental body (A) with respect to any of the transactions contemplated by this Agreement or (B) with respect to any other matter that in the judgment of the Assignor will be determined adversely to the Assignor and will if determined adversely to the Assignor materially adversely affect its ability to perform its obligations under this Agreement. (f) With respect to each Mortgage Loan, except for the sale to the Assignee, the Assignor has not assigned or pledged any Mortgage Note or the related Mortgage or any interest or participation therein. (g) With respect to each Mortgage Loan, the Assignor has not satisfied, canceled, or subordinated in whole or in part, or rescinded the Mortgage, and the Assignor has not released the Mortgaged Property from the lien of the Mortgage, in whole or in part, nor has the Assignor executed an instrument that would effect any such release, cancellation, subordination, or rescission. The Assignor has not released any Mortgagor, in whole or in part, except in connection with an assumption agreement, to the extent such approval was required. It is understood and agreed that the representations and warranties set forth in this Section 5 shall survive delivery of the respective Mortgage Files to the Trustee (or its 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, the Master Servicer 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 Agreement, and in no event later than two (2) Business Days from the date of such discovery. It is further understood and agreed that the Assignor shall be deemed not to have made the representations and warranties in this Section 5 with respect to, and to the extent of, representations and warranties made, as to the matters covered in this Section 5, by the Servicer in the Servicing Agreement (or any officer’s certificate delivered pursuant thereto). It is understood and agreed that the Assignor has made no representations or warranties to the Assignee other than those contained in this Section 5, and no other affiliate of the Assignor has made any representations or warranties of any kind to the Assignee.;

Representations and Warranties of the Assignor. The Assignor hereby represents and warrants to the Assignee as follows: (a) The Assignor has been duly organized and is validly existing as a limited partnership in good standing under the laws of the State of Delaware New York with full power and authority (corporate partnership and other) to enter into and perform its obligations under the Sale and Servicing Agreement and this Assignment Agreement. (b) This Assignment Agreement has been duly executed and delivered by the Assignor, and, assuming due authorization, execution and delivery by each of the other parties hereto, constitutes a legal, valid, and binding agreement of the Assignor, enforceable against it in accordance with its terms, subject to bankruptcy, insolvency, reorganization, moratorium, or other similar laws affecting creditors’ rights generally and to general principles of equity regardless of whether enforcement is sought in a proceeding in equity or at law. (c) The execution, delivery and performance by the Assignor of this Assignment Agreement and the consummation of the transactions contemplated thereby do not require the consent or approval of, the giving of notice to, the registration with, or the taking of any other action in respect of, any state, federal or other governmental authority or agency, except such as has been obtained, given, effected or taken prior to the date thereof. (d) The execution and delivery of this Assignment Agreement have been duly authorized by all necessary corporate action on the part of the Assignor; neither the execution and delivery by the Assignor of this Assignment Agreement, nor the consummation by the Assignor of the transactions therein contemplated, nor compliance by the Assignor with the provisions thereof, will conflict with or result in a breach of, or constitute a default under, any of the provisions of the governing documents of the Assignor or any law, governmental rule or regulation or any material judgment, decree or order binding on the Assignor or any of its properties, or any of the provisions of any material indenture, mortgage, deed of trust, contract or other instrument to which the Assignor is a party or by which it is bound. (e) There are no actions, suits or proceedings pending or, to the knowledge of the Assignor, threatened, before or by any court, administrative agency, arbitrator or governmental body (A) with respect to any of the transactions contemplated by this Assignment Agreement or (B) with respect to any other matter that in the judgment of the Assignor will be determined adversely to the Assignor and will if determined adversely to the Assignor materially adversely affect its ability to perform its obligations under this Assignment Agreement. (f) With respect to each Mortgage Loan, except Except for the sale to the Assignee, the Assignor has not assigned or pledged any Mortgage Note or the related Mortgage or any interest or participation therein. (g) With respect to each Mortgage Loan, the The Assignor has not satisfied, canceled, or subordinated in whole or in part, or rescinded the Mortgage, and the Assignor has not released the Mortgaged Property from the lien of the Mortgage, in whole or in part, nor has the Assignor executed an instrument that would effect any such release, cancellation, subordination, or rescission. The Assignor has not released any Mortgagor, in whole or in part, except in connection with an assumption agreementagreement or other agreement approved by the related federal insurer, to the extent such approval was required. (h) Any and all requirements of any federal, state or local law including, without limitation, usury, truth-in-lending, real estate settlement procedures, consumer credit protection, equal credit opportunity, predatory and abusive lending or disclosure laws applicable to the Mortgage Loans have been complied with. It is understood All inspections, licenses and agreed that the representations and warranties set forth in this Section 5 shall survive delivery certificates required to be made or issued with respect to all occupied portions of the respective Mortgage Files Mortgaged Properties and, with respect to the Trustee (or its custodian) use and shall inure to the benefit occupancy of the Assignee same, including but not limited to certificates of occupancy and its assigns notwithstanding any restrictive fire underwriting certificates, have been made or qualified endorsement or assignment. Upon obtained from the discovery by the Assignor, the Master Servicer or the Assignee and its assigns of appropriate authorities. (i) No Mortgage Loan is classified as a breach “high cost” mortgage loan under Section 32 of the foregoing representations Home Ownership and warranties, the party discovering such breach shall give prompt written notice to the other parties to this Agreement, and in no event later than two (2) Business Days from the date Equity Protection Act of such discovery. It is further understood and agreed that the Assignor shall be deemed not to have made the representations and warranties in this Section 5 with respect to, and to the extent of, representations and warranties made1994, as to the matters covered in this Section 5, by the Servicer in the Servicing Agreement (or any officer’s certificate delivered pursuant thereto). It is understood and agreed that the Assignor has made no representations or warranties to the Assignee other than those contained in this Section 5amended, and no other affiliate Mortgage Loan is considered a “high cost” mortgage loan under any applicable federal, state or local laws. (j) No loan is a High Cost Loan or Covered Loan, as applicable (as such terms are defined in the then current Standard & Poor’s LEVELS Glossary, Appendix E, in effect on January 1, 2006) and no Home Loan originated on or after October 1, 2002, through March 6, 2003, is governed by the Georgia Fair Lending Act. For the purposes of this Section 5(j) the Assignor has made any representations or warranties of any kind to the Assignee.following definitions shall apply: