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

Representations and Warranties of the Assignor. The Assignor warrants and represents to the Assignee and the Trust as of date hereof that: (a) 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, the 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 Mortgage Loans; (b) The Assignor has not waived the performance by any Mortgagor of any action, if such Mortgagor's failure to perform such action would cause the Mortgage Loan to be in default, nor has the Servicer waived any default resulting from any action or inaction by such Mortgagor; (c) 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 Loans, including, without limitation, any provisions related to Prepayment Premiums, have been complied with, the consummation of the transactions contemplated hereby will not involve the violation of any such laws or regulations; and (d) With respect to the 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 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).

Representations and Warranties of the Assignor. The Assignor hereby represents and warrants and represents to the Assignee and the Trust as of date hereof thatfollows: (a) The Assignor has been duly organized and is validly existing as a limited partnership in good standing under the sole owner of record and holder laws 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 State of New York with 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 power and authority subject (corporate and other) to no interest or participation of, or agreement with, any other party, to sell enter into and assign each Mortgage Loan pursuant to this perform its obligations under the Servicing Agreement and following the sale of each Mortgage Loan, the 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 Mortgage Loans;this Assignment Agreement. (b) The Assignor This Assignment Agreement has not waived been duly executed and delivered by the performance Assignor, and, assuming due authorization, execution and delivery by any Mortgagor each of any actionthe other parties hereto, if such Mortgagor's failure constitutes a legal, valid, and binding agreement of the Assignor, enforceable against it in accordance with its terms, subject to perform such action would cause the Mortgage Loan bankruptcy, insolvency, reorganization, moratorium, or other similar laws affecting creditors' rights generally and to be general principles of equity regardless of whether enforcement is sought in default, nor has the Servicer waived any default resulting from any action a proceeding in equity or inaction by such Mortgagor;at law. (c) With respect to The execution, delivery and performance by the Mortgage Loans, any Assignor of this Assignment Agreement 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 Loans, including, without limitation, any provisions related to Prepayment Premiums, have been complied with, the consummation of the transactions contemplated hereby will thereby do not involve require the violation 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 laws as has been obtained, given, effected or regulations; andtaken prior to the date thereof. (d) With 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 the Mortgage Loans, none any of the Mortgage Loans are transactions contemplated by this Assignment Agreement or (aB) subject with respect to any other matter that in the judgment of the Assignor will be determined adversely to the Home Ownership Assignor and Equity Protection Act will if determined adversely to the Assignor materially adversely affect its ability to perform its obligations under this Assignment Agreement. (f) 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) 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 1994 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 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 Custodian and shall inure to the benefit of the Assignee and its assigns notwithstanding any restrictive or qualified endorsement or assignment. Upon the discovery by the Assignor or the Assignee and its assigns of a breach of the foregoing representations and warranties, the party discovering such breach shall give prompt written notice to the other parties to this Assignment Agreement, and in no event later than two (b2) classified 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 "high cost," "threshold," "covered" or "predatory" loans under any other applicable federalto the matters covered in this Section 5, state or local law by the Servicer in the Servicing Agreement (or a similarly classified loan using different terminology under a law imposing heightened regulatory scrutiny any officer's certificate delivered pursuant thereto). It is understood and agreed that the Assignor has made no representations or additional legal liability for residential mortgage loans having high interest rateswarranties to the Assignee other than those contained in this Section 5, points and/or fees)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 and represents to the Assignee and the Trust as of date hereof thatfollows: (a) The Assignor has been duly organized and is validly existing as a limited partnership in good standing under the sole owner of record and holder laws 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 State of New York with 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 power and authority subject (corporate and other) to no interest or participation of, or agreement with, any other party, to sell enter into and assign each Mortgage Loan pursuant to this perform its obligations under the Servicing Agreement and following the sale of each Mortgage Loan, the 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 Mortgage Loans;this Assignment Agreement. (b) The Assignor This Assignment Agreement has not waived been duly executed and delivered by the performance Assignor, and, assuming due authorization, execution and delivery by any Mortgagor each of any actionthe other parties hereto, if such Mortgagor's failure constitutes a legal, valid, and binding agreement of the Assignor, enforceable against it in accordance with its terms, subject to perform such action would cause the Mortgage Loan bankruptcy, insolvency, reorganization, moratorium, or other similar laws affecting creditors’ rights generally and to be general principles of equity regardless of whether enforcement is sought in default, nor has the Servicer waived any default resulting from any action a proceeding in equity or inaction by such Mortgagor;at law. (c) With respect to The execution, delivery and performance by the Mortgage Loans, any Assignor of this Assignment Agreement 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 Loans, including, without limitation, any provisions related to Prepayment Premiums, have been complied with, the consummation of the transactions contemplated hereby will thereby do not involve require the violation 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 laws as has been obtained, given, effected or regulations; andtaken prior to the date thereof. (d) With 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 the Mortgage Loans, none any of the Mortgage Loans are transactions contemplated by this Assignment Agreement or (aB) subject with respect to any other matter that in the judgment of the Assignor will be determined adversely to the Home Ownership Assignor and Equity Protection Act will if determined adversely to the Assignor materially adversely affect its ability to perform its obligations under this Assignment Agreement. (f) 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) 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 1994 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 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 Custodian and shall inure to the benefit of the Assignee and its assigns notwithstanding any restrictive or qualified endorsement or assignment. Upon the discovery by the Assignor or the Assignee and its assigns of a breach of the foregoing representations and warranties, the party discovering such breach shall give prompt written notice to the other parties to this Assignment Agreement, and in no event later than two (b2) classified 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 "high cost," "threshold," "covered" or "predatory" loans under any other applicable federalto the matters covered in this Section 5, state or local law by the Servicer in the Servicing Agreement (or a similarly classified loan using different terminology under a law imposing heightened regulatory scrutiny any officer’s certificate delivered pursuant thereto). It is understood and agreed that the Assignor has made no representations or additional legal liability for residential mortgage loans having high interest rateswarranties to the Assignee other than those contained in this Section 5, points and/or fees)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 and represents to the Assignee and the Trust as of date hereof thatfollows: (a) The Assignor has been duly organized and is validly existing as a limited liability company in good standing under the sole owner of record and holder laws 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 State of Delaware with 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 power and authority subject (corporate and other) to no interest or participation of, or agreement with, any other party, to sell enter into and assign each Mortgage Loan pursuant to this perform its obligations under the Servicing Agreement and following the sale of each Mortgage Loan, the 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 Mortgage Loans;this Agreement. (b) The Assignor This Agreement has not waived been duly executed and delivered by the performance Assignor, and, assuming due authorization, execution and delivery by any Mortgagor each of any actionthe other parties hereto, if such Mortgagor's failure constitutes a legal, valid, and binding agreement of the Assignor, enforceable against it in accordance with its terms, subject to perform such action would cause the Mortgage Loan bankruptcy, insolvency, reorganization, moratorium, or other similar laws affecting creditors’ rights generally and to be general principles of equity regardless of whether enforcement is sought in default, nor has the Servicer waived any default resulting from any action a proceeding in equity or inaction by such Mortgagor;at law. (c) With respect to The execution, delivery and performance by the Mortgage Loans, any Assignor of this Agreement 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 Loans, including, without limitation, any provisions related to Prepayment Premiums, have been complied with, the consummation of the transactions contemplated hereby will thereby do not involve require the violation 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 laws as has been obtained, given, effected or regulations; andtaken 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 LoansNote or the related Mortgage or any interest or participation therein. (g) With respect to each Mortgage Loan, none 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 Loans are (a) subject 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 Home Ownership extent such approval was required. It is understood and Equity Protection Act agreed that the representations and warranties set forth in this Section 5 shall survive delivery of 1994 the respective Mortgage Files to the 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 (b2) classified 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 "high cost," "threshold," "covered" or "predatory" loans under any other applicable federalto the matters covered in this Section 5, state or local law by the Servicer in the Servicing Agreement (or a similarly classified loan using different terminology under a law imposing heightened regulatory scrutiny any officer’s certificate delivered pursuant thereto). It is understood and agreed that the Assignor has made no representations or additional legal liability for residential mortgage loans having high interest rateswarranties to the Assignee other than those contained in this Section 5, points and/or fees)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 warrants and represents to the Assignee and the Trust as of date hereof that: (a) 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, the 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 Mortgage Loans; (b) The Assignor has not waived the performance by any Mortgagor of any action, if such Mortgagor's Xxxxxxxxx’s failure to perform such action would cause the Mortgage Loan to be in default, nor has the Servicer waived any default resulting from any action or inaction by such Mortgagor; (c) 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 Loans, including, without limitation, any provisions related to Prepayment Premiums, have been complied with, the consummation of the transactions contemplated hereby will not involve the violation of any such laws or regulations; and (d) With respect to the 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 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).

Representations and Warranties of the Assignor. The Assignor warrants and represents to the Assignee and the Trust as of date hereof that: (a) The Assignor is the sole owner of record and holder of the Mortgage Loans Loan and the indebtedness evidenced by each Mortgage Note. The Mortgage Loans are Loan is 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 Loan 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, the 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 Mortgage Loans;Loan; and (b) The Assignor has not waived the performance by any the Mortgagor of any action, if such the Mortgagor's ’s failure to perform such action would cause the Mortgage Loan to be in default, nor has the Servicer Company waived any default resulting from any action or inaction by such the Mortgagor; (c) 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 Loans, including, without limitation, any provisions related to Prepayment Premiums, have been complied with, the consummation of the transactions contemplated hereby will not involve the violation of any such laws or regulations; and (d) With respect to the 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 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).

Representations and Warranties of the Assignor. The Assignor warrants and represents to the Assignee and the Trust as of date hereof that: (a) The Assignor is the sole owner of record and holder of the Mortgage Loans Loan and the indebtedness evidenced by each Mortgage Note. The Mortgage Loans are Loan is 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 Loan 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, the 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 Mortgage LoansLoan; (b) The Assignor has not waived the performance by any the Mortgagor of any action, if such the Mortgagor's ’s failure to perform such action would cause the Mortgage Loan to be in default, nor has the Servicer Company waived any default resulting from any action or inaction by such the Mortgagor; (c) 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 LoansLoan, including, without limitation, any provisions related to Prepayment Premiums, have been complied with, the consummation of the transactions contemplated hereby will not involve the violation of any such laws or regulations; and (d) With respect to the 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 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).

Representations and Warranties of the Assignor. The Assignor warrants and represents to the Assignee and the Trust as of date hereof that: (a) The Assignor is the sole owner of record and holder of the Mortgage Loans Loan and the indebtedness evidenced by each Mortgage Note. The Mortgage Loans are Loan is 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 Loan 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, the 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 Mortgage Loans;Loan; and (b) The Assignor has not waived the performance by any the Mortgagor of any action, if such the Mortgagor's failure to perform such action would cause the Mortgage Loan to be in default, nor has the Servicer Company waived any default resulting from any action or inaction by such the Mortgagor;. (c) With respect The Assignor is duly organized, validly existing and in good standing under the laws of the jurisdiction of its formation; (d) The Assignor has full power and authority to execute, deliver and perform its obligations under this Agreement and has full power and authority to perform its obligations under this Agreement and the Mortgage LoansServicing Agreement The execution by the Assignor of this Agreement is in the ordinary course of the Assignor's business and will not conflict with, or result in a breach of, 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 Loans, including, without limitation, any provisions related to Prepayment Premiums, have been complied with, the consummation of the transactions contemplated hereby will not involve terms, conditions or provisions of the Assignor's charter or bylaws or any legal restriction, or any material agreement or instrument to which the Assignor is now a party or by which it is bound, or result in the violation of any such law, rule, regulation, order, judgment or decree to which the Assignor or its property is subject. The execution, delivery and performance by the Assignor of this Agreement have been duly authorized by all necessary corporate action on part of the Assignor. This Agreement has been duly executed and delivered by the Assignor, and, upon the due authorization, execution and delivery by the Assignor and the Assignee, will constitute the valid and legally binding obligation of the Assignor, enforceable against the Assignor in accordance with its terms except as enforceability may be limited by bankruptcy, reorganization, insolvency, moratorium or other similar laws now or regulationshereafter in effect relating to creditors' rights generally, and by general principles of equity regardless of whether enforceability is considered in a proceeding in equity or at law; (e) No consent, approval, order or authorization of, or declaration, filing or registration with, any governmental entity is required to be obtained or made by the Assignor in connection with the execution, delivery or performance by the Assignor of this Agreement or the consummation by it of the transaction contemplated hereby; (f) There is no action, suit, proceeding or investigation pending or threatened against the Assignor, before any court, administrative agency or other tribunal, which would draw into question the validity of this Agreement or the Servicing Agreement, or which, either in any one instance or in the aggregate, is likely to result in any material adverse change in the ability of the Assignor to perform its obligations under this Agreement or the Servicing Agreement, and the Assignor is solvent; and (dg) With respect to the Mortgage Loans, none The Servicing Agreement is in full force and effect as of the Mortgage Loans are (a) subject to the Home Ownership date hereof and Equity Protection Act its provisions have not been waived, amended or modified in any respect, nor has any notice of 1994 or (b) classified as "high cost," "threshold," "covered" or "predatory" loans under any other applicable federal, state or local 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).termination been given thereunder;

Representations and Warranties of the Assignor. The Assignor represents and warrants and represents to the Assignee and acknowledges that the Trust as Assignee is relying upon such representations and warranties in connection with the execution, delivery and performance of date hereof thatthis Agreement: (a) The the License Agreement is in good standing and the Assignor is entitled to all benefits, rights and privileges thereunder; (b) the sole owner of record and holder Assignor is not in material default or material breach of the Mortgage Loans License Agreement and there exists no state of facts which after notice or the indebtedness evidenced passage of time, or both, would constitute such a default or breach; (c) the Clinic has not indicated, nor does the Assignor have any reasonable basis to believe that the Clinic will indicate, that it intends to cancel, withdraw, modify or seek to amend the License Agreement; (d) all patent applications required to be filed with applicable intellectual property offices or regulatory bodies pursuant to s. 1.10(ii) of the License Agreement were filed by each Mortgage Note. The Mortgage Loans the Assignor on or before September 15, 2015; (e) none of the Licensed Rights (as defined in the License Agreement) are not assigned co-owned by the Assignor with one or pledgedmore third parties; (f) the Assignee qualifies as an “Affiliate” of the Assignor for the purpose of the License Agreement, the Assignor has designated the Assignee as such in writing to the Clinic, and the Assignor has goodno reasonable basis to believe that the Clinic will deem the Assignee to instead qualify as a “Sublicensee” thereunder; (g) notwithstanding s. 2.2 of the License Agreement, indefeasible the Assignor has the ability to assign, transfer and marketable title theretoconvey both its rights and its obligations under the License Agreement to the Assignee; (h) as of the date hereof, the Assignor has fulfilled all of its obligations to the Clinic under s. 4.2 of the License Agreement; (i) no “Issue Fee” or “Past Patenting Costs” (each as defined in the License Agreement) are due and payable to the Clinic by the Assignor as of the date hereof, and has full right to transfer and sell the Mortgage Loans to the knowledge of the Assignor no such fee or costs will be payable to the Clinic by either the Assignor or the Assignee free during the term of the License Agreement or following its termination for any reason whatsoever; (j) as of the date hereof, the amount owed by the Assignor to the Clinic pursuant to s. 6.2.1 of the License Agreement for patent expenses incurred by the Clinic does not exceed $250,000; (k) the Assignor has not obtained any product liability or general liability insurance pursuant to s. 10.1 of the License Agreement and, as of the date hereof, has not been requested by the Clinic to provide evidence of the existence and clear sufficiency of any encumbrancesuch insurance; (l) the Assignor is a corporation duly incorporated, equityvalidly existing and in good standing under the laws of its jurisdiction of incorporation; (m) this Agreement, participation interestwhen executed and delivered, lienwill constitute a legal, pledgevalid and binding obligation of the Assignor enforceable against it in accordance with its terms, charge, claim or security interest, and has full right and authority subject to no interest or participation ofapplicable bankruptcy, or agreement with, any other party, insolvency and similar laws affecting creditors’ rights generally; (n) the Assignor has the capacity to sell and assign each Mortgage Loan pursuant to enter into this Agreement and following the sale execution of each Mortgage Loan, this Agreement and the 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 Mortgage Loans; (b) The Assignor has not waived the performance by any Mortgagor of any action, if such Mortgagor's failure to perform such action would cause the Mortgage Loan to be in default, nor has the Servicer waived any default resulting from any action or inaction by such Mortgagor; (c) 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 Loans, including, without limitation, any provisions related to Prepayment Premiums, have been complied with, the consummation completion of the transactions contemplated hereby will does not involve violate the violation constating documents of the Assignor, the provisions of any such laws law, order, rule or regulationsregulation applicable to the Assignor or constitute a breach of any agreement to which the Assignor is a party; and (do) With respect to neither the Mortgage Loans, none Assignor’s execution and delivery of this Agreement nor the performance of the Mortgage Loans are (a) subject to the Home Ownership and Equity Protection Act of 1994 terms hereof requires any consent or (b) classified as "high cost," "threshold," "covered" or "predatory" loans under approval from any other applicable federal, state or local 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)third party.

Representations and Warranties of the Assignor. The Assignor warrants and represents to the Assignee and the Trust as of date hereof that: (a) The Assignor is the sole owner of record and holder of the Mortgage Loans Loan and the indebtedness evidenced by each Mortgage Note. The Mortgage Loans are Loan is 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 Loan 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, the 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 Mortgage LoansLoan; (b) The Assignor has not waived the performance by any the Mortgagor of any action, if such the Mortgagor's failure to perform such action would cause the Mortgage Loan to be in default, nor has the Servicer Company waived any default resulting from any action or inaction by such the Mortgagor; (c) 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 LoansLoan, including, without limitation, any provisions related to Prepayment Premiums, have been complied with, the consummation of the transactions contemplated hereby will not involve the violation of any such laws or regulations; and (d) With respect to the 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 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).

Representations and Warranties of the Assignor. The Assignor warrants and represents to to, and covenants with, the Assignee and the Trust as of date hereof that: (a) a. The Assignor is the sole lawful owner of record and holder of the Mortgage Loans and with 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 such Mortgage Loans Loans, which transfer is made subject to the Assignee terms and provisions of the Servicing Agreement but free from any other claims and clear of any encumbrance, equity, participation interest, lien, pledge, charge, claim or security interestencumbrances; b. The Assignor has not received notice of, and has full right and authority subject to no interest or participation knowledge of, any offsets, counterclaims or agreement with, any other party, defenses available to sell and assign each Mortgage Loan pursuant the Company with respect to this the Servicing Agreement and following the sale of each Mortgage Loan, the 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 Mortgage Loans; (b) The c. Unless noted below, the Assignor has not waived or agreed to any waiver under, or agreed to any amendment or other modification of, the performance by any Mortgagor of any action, if such Mortgagor's failure to perform such action would cause Servicing Agreement or the Mortgage Loan to be in defaultLoans, nor including without limitation the transfer of the servicing obligations under the Servicing Agreement. The Assignor has no knowledge of, and has not received notice of, any waivers under or amendments or other modifications of, or assignments of rights or obligations under, the Servicer waived any default resulting from any action Servicing Agreement or inaction by such Mortgagorthe Mortgage Loans; (c) With d. Neither the Assignor nor anyone acting on its behalf has offered, transferred, pledged sold or otherwise disposed of the Mortgage Loans or any interest in the Mortgage Loans to, or solicited any offer to buy or accept a transfer, pledge or other disposition of the Mortgage Loans or any interest in the Mortgage Loans from, or otherwise approached or negotiated 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 interest in the Mortgage Loans, including, without limitationLoans with, any provisions related Person in any manner, or made any general solicitation by means of general advertising or in any other manner, or taken any other action which would constitute a distribution of the Mortgage Loans under the Securities Act of 1933 (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; e. The Assignor has been duly organized and is validly existing as a limited corporation in good standing under the laws of the State of Delaware with full power and authority to Prepayment Premiumsenter into and perform its obligations under the Servicing Agreement and this Assignment Agreement; f. This Assignment Agreement has been duly executed and delivered by the Assignor, have been complied withand, 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; g. The execution, delivery and performance by the Assignor of this Assignment Agreement and the consummation of the transactions contemplated hereby will do not involve require the violation 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 laws as has been obtained, given, effected or regulationstaken prior to the date thereof; h. 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 herein contemplated, nor compliance by the Assignor with the provisions 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; i. 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; j. 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; k. 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 or other agreement approved by the related federal insurer, to the extent such approval was required; l. With respect to each Mortgage Loan, the representations and warranties contained in Section 2.04(b) of the Servicing Agreement, to the extent they relate to matters arising on or after the related Closing Date (as defined in the Servicing Agreement), are true and correct as of May 8, 2007. For purposes of making the representations and warranties contemplated in the foregoing sentence, each reference in Section 2.04(b) of the Servicing Agreement to (i) the “Cut-off Date” shall be deemed to be a reference to April 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 May 8, 2007; and (d) With respect to the m. No Mortgage Loans, none Loan is classified as a “high cost” mortgage loan under Section 32 of the Mortgage Loans are (a) subject to the Home Ownership and Equity Protection Act of 1994 or (b) classified 1994, as "amended, and no Mortgage Loan is considered a “high cost," "threshold," "covered" or "predatory" loans ” mortgage loan under any other 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). In addition, 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. It is understood and agreed that the representations and warranties set forth in this Section 3 shall survive delivery of the respective Mortgage Files to the DB Custodian and shall inure to the benefit of the Assignee and its assigns notwithstanding any restrictive or qualified endorsement or assignment. Upon the discovery by the Assignor or the Assignee and its assigns of a breach of the foregoing representations and warranties, the party discovering such breach shall give prompt written notice to the other parties to this Assignment Agreement, and in no event later than two (2) Business Days from the date of such discovery. It is understood and agreed that the obligations of the Assignor set forth in Section 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 3. It is further understood and agreed that the Assignor shall be deemed not to have made the representations and warranties in this Section 3 with respect to, and to the extent of, representations and warranties made, as to the matters covered in this Section 3, 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 3, 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 and represents to the Assignee and the Trust Allottee as of date hereof thatfollows: (ai) The Assignor is has absolute, clear and marketable title with respect to the sole owner of record said Land; the requisite rights to carry out development upon the said Land and holder absolute, actual, physical and legal possession of the Mortgage Loans said Land for the Project. (ii) The Assignor has lawful rights and requisite approvals from the indebtedness evidenced competent Authorities to carry out development of the Project. (iii) There are no encumbrances upon the said Land or the Project. (iv) There are no litigations pending before any Court of law with respect to the said Land, Project or the Apartment. (v) All approvals, licenses and permits issued by each Mortgage Notethe competent authorities with respect to the Project, said Land and Apartment are valid and subsisting and have been obtained by following due process of law. The Mortgage Loans are not assigned or pledgedFurther, and the Assignor has goodbeen and shall, indefeasible at all times, remain to be in compliance with all applicable laws in relation to the Project, said Land, Building and marketable title thereto, Apartment and common areas. (vi) The Assignor has full the 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 enter into this Agreement and following has not committed or omitted to perform any act or thing, whereby the sale right, title and interest of each Mortgage Loanthe Allottee created herein, the 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 Mortgage Loans;may prejudicially be affected. (bvii) The Assignor has not waived the performance by entered into any Mortgagor of agreement for sale and/or development agreement or any action, if such Mortgagor's failure to perform such action would cause the Mortgage Loan to be in default, nor has the Servicer waived other agreement / arrangement with any default resulting from any action person or inaction by such Mortgagor; (c) With party with respect to the Mortgage Loanssaid Land, including the Project and the said Apartment which will, in any manner, affect the rights of Allottee under this Agreement. (viii) The Assignor confirms that the Assignor is not restricted in any manner whatsoever from selling the said Apartment to the Allottee in the manner contemplated in this Agreement. (ix) At the time of execution of the conveyance deed the Assignor shall handover lawful, vacant, peaceful, physical possession of the Apartment to the Allottee and all requirements the common areas to the Association of the Allottees. (x) The Schedule Property is not the subject matter of any federalHUF and that no part thereof is owned by any minor and/or no minor has any right, state or local law including, without limitation, usury, truth-in-lending, real estate settlement procedures, consumer credit protection, equal credit opportunity title and disclosure laws, all applicable predatory and abusive lending laws or unfair and deceptive practices laws applicable to claim over the Mortgage Loans, including, without limitation, any provisions related to Prepayment Premiums, have been complied with, the consummation of the transactions contemplated hereby will not involve the violation of any such laws or regulations; andSchedule Property. (dxi) With The Assignor has duly paid and shall continue to pay and discharge all governmental dues, rates, charges and taxes and other monies, levies, impositions, premiums, damages and/or penalties and other outgoings, whatsoever, payable with respect to the Mortgage Loanssaid project to the competent Authorities. (xii) No notice from the Government or any other local body or authority or any legislative enactment, none government ordinance, order, notification (including any notice for acquisition or requisition of the Mortgage Loans are (asaid property) subject to has been received by or served upon the Home Ownership and Equity Protection Act Assignor in respect of 1994 or (b) classified as "high cost," "threshold," "covered" or "predatory" loans under any other applicable federal, state or local 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 the said Land and/or fees)the Project.

Representations and Warranties of the Assignor. The Assignor warrants and represents to to, and covenants with, the Assignee and the Trust as of date hereof that: (a) a. The Assignor is the sole lawful owner of record and holder of the Mortgage Loans and with 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 such Mortgage Loans Loans, which transfer is made subject to the Assignee terms and provisions of the Servicing Agreement but free from any other claims and clear of any encumbrance, equity, participation interest, lien, pledge, charge, claim or security interestencumbrances; b. The Assignor has not received notice of, and has full right and authority subject to no interest or participation knowledge of, any offsets, counterclaims or agreement with, any other party, defenses available to sell and assign each Mortgage Loan pursuant the Company with respect to this the Servicing Agreement and following the sale of each Mortgage Loan, the 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 Mortgage Loans; (b) The c. Unless noted below, the Assignor has not waived or agreed to any waiver under, or agreed to any amendment or other modification of, the performance by any Mortgagor of any action, if such Mortgagor's failure to perform such action would cause Servicing Agreement or the Mortgage Loan to be in defaultLoans, nor including without limitation the transfer of the servicing obligations under the Servicing Agreement. The Assignor has no knowledge of, and has not received notice of, any waivers under or amendments or other modifications of, or assignments of rights or obligations under, the Servicer waived any default resulting from any action Servicing Agreement or inaction by such Mortgagorthe Mortgage Loans; (c) With d. Neither the Assignor nor anyone acting on its behalf has offered, transferred, pledged sold or otherwise disposed of the Mortgage Loans or any interest in the Mortgage Loans to, or solicited any offer to buy or accept a transfer, pledge or other disposition of the Mortgage Loans or any interest in the Mortgage Loans from, or otherwise approached or negotiated 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 interest in the Mortgage Loans, including, without limitationLoans with, any provisions related Person in any manner, or made any general solicitation by means of general advertising or in any other manner, or taken any other action which would constitute a distribution of the Mortgage Loans under the Securities Act of 1933 (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; e. The Assignor has been duly organized and is validly existing as a limited partnership in good standing under the laws of the State of New York with full power and authority to Prepayment Premiumsenter into and perform its obligations under the Servicing Agreement and this Assignment Agreement; f. This Assignment Agreement has been duly executed and delivered by the Assignor, have been complied withand, 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; g. The execution, delivery and performance by the Assignor of this Assignment Agreement and the consummation of the transactions contemplated hereby will do not involve require the violation 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 laws as has been obtained, given, effected or regulationstaken prior to the date thereof; h. The execution and delivery of this Assignment Agreement have been duly authorized by all necessary 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 herein contemplated, nor compliance by the Assignor with the provisions 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; i. 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; j. 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; k. 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 or other agreement approved by the related federal insurer, to the extent such approval was required; l. With respect to each Mortgage Loan, the representations and warranties contained in Section 2.04(b) of the Servicing Agreement, to the extent they relate to matters arising on or after the related Closing Date (as defined in the Servicing Agreement), 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 2.04(b) of the Servicing Agreement to (i) the “Cut-off Date” shall be deemed to be a reference to April 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 May 8, 2007; and (d) With respect to the m. No Mortgage Loans, none Loan is classified as a “high cost” mortgage loan under Section 32 of the Mortgage Loans are (a) subject to the Home Ownership and Equity Protection Act of 1994 or (b) classified 1994, as "amended, and no Mortgage Loan is considered a “high cost," "threshold," "covered" or "predatory" loans ” mortgage loan under any other 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). 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 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 3 shall survive delivery of the respective Mortgage Files to the [[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 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 3. It is further understood and agreed that the Assignor shall be deemed not to have made the representations and warranties in this Section 3 with respect to, and to the extent of, representations and warranties made, as to the matters covered in this Section 3, 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 3, 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 warrants and represents to the Assignee and the Trust as of date hereof that: (a) 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, the 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 Mortgage Loans; (b) The Assignor has not waived the performance by any Mortgagor of any action, if such Mortgagor's failure to perform such action would cause the Mortgage Loan to be in default, nor has the Servicer waived any default resulting from any action or inaction by such Mortgagor; (c) With respect to the Mortgage Loans, any and all requirements of any federal, state or local law including, without limitation, usury, truth-in-lendingtruth_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 Loans, including, without limitation, any provisions related to Prepayment Premiums, have been complied with, the consummation of the transactions contemplated hereby will not involve the violation of any such laws or regulations; and (d) With respect to the 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 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).

Representations and Warranties of the Assignor. The Assignor hereby represents and warrants and represents to the Assignee and the Trust as of the date hereof that: (ai) The that the copy of the Sovereign Agreement attached hereto as Exhibit A is true, correct and complete, (ii) that the Assignor is has not received notice of, and has no knowledge of any offsets, counterclaims or other defenses available to the sole owner of record and holder of Company with respect to the Sovereign Agreement or the Mortgage Loans and the indebtedness evidenced by each Mortgage Note. The Mortgage Loans except for accrued servicing fees that are not assigned or pledgeddue as of the date hereof, and (iii) that the Assignor has goodnot waived or agreed to any waiver under, indefeasible and marketable title theretoor agreed to any amendment or modification of, the Sovereign Agreement except as set forth on Exhibit A or the Mortgage Loans except for such amendments, modifications, and has full right waivers as are in writing and are reflected in the Mortgage Loan Schedule and copies of which are contained in the Mortgage Loan Files. The Assignor makes the representations and warranties attached hereto as Exhibit B to transfer the Assignee as of the date hereof. As to each Mortgage Loan, the Assignor makes the representations and sell warranties attached hereto as Exhibit C to the Assignee as of the date hereof. It is understood and agreed that the representations and warranties set forth in Exhibit B and Exhibit C shall survive the sale of the Mortgage Loans to the Assignee free and clear the delivery of the Mortgage Loan Documents to the Assignee and shall inure to the benefit of the Assignee, notwithstanding any restrictive or qualified endorsement on any Mortgage Note or Assignment of Mortgage or the examination or failure to examine any Mortgage File. Upon discovery by either the Assignor or the Assignee of a breach of any encumbranceof the foregoing representations and warranties which materially and adversely affects the value of the Mortgage Loans or the interest of the Assignee in the Mortgage Loans, equityor which materially and adversely affects the value of the Mortgage Loan or the interest of Assignee in the related Mortgage Loan in the case of a representation and warranty relating to a particular Mortgage Loan (in the case of any of the foregoing, participation interesta “Breach”), lienthe party discovering such Breach shall give prompt written notice to the other. Within 60 days of the earlier of either discovery by or notice to the Assignor of any Breach, pledgethe Assignor shall use commercially reasonable efforts to promptly cure such Breach in all material respects and, chargeif such Breach cannot be cured, claim the Assignor shall, at the Assignee’s option, repurchase such Mortgage Loan at the repurchase price as set forth in a side letter dated the date hereof. In the event that a Breach shall involve any representation or security interestwarranty of Assignor set forth in Exhibit B, and has full right and authority subject such Breach cannot be cured within 60 days of the earlier of either discovery by or notice to no interest or participation ofthe Assignor of such Breach, or agreement withall of the Mortgage Loans shall, any other partyas the Assignee’s option, to sell and assign each be repurchased by the Assignor at the repurchase price (the “Repurchase Price”) as set forth in a side letter dated the date hereof. Any repurchase of a Mortgage Loan or Loans pursuant to the foregoing provisions of this Agreement Section 3 shall be accomplished by direct remittance of the Repurchase Price to the Assignee or in accordance with the Assignee’s instructions. At the time of repurchase, the Assignee and following the sale Assignor shall arrange for the reassignment of each the Mortgage Loan to the Assignor and the delivery to the Assignor of any documents held by the Custodian relating to the Mortgage Loan. In the event of a repurchase, the Assignee shall, simultaneously with such reassignment, give written notice to the servicer of the Mortgage Loans that such repurchase has taken place, and the Mortgage Loan Schedule shall be deemed amended to reflect the withdrawal of the Mortgage Loan from this Agreement. For the month of repurchase, distributions to Assignee shall include the Monthly Payment due on any such Mortgage Loan prior to the repurchase cut-off date for such repurchase, and the Assignor shall thereafter be entitled to retain all amounts subsequently received by the Assignor in respect of such Mortgage Loan. In connection with any repurchase of any Mortgage Loan, the Assignee will own shall represent and warrant to the Assignor that, except for such actions as are taken in accordance with Accepted Servicing Practices, (i) the Assignee is transferring to the Assignor substantially as good title to such Mortgage Loan as was transferred to the Assignee, free and clear of any encumbranceall liens, equityencumbrances and participation interests granted by the Assignee, participation interest(ii) since the Closing Date no provision of such Mortgage Loan has been materially amended or modified and no obligor under such Mortgage Loan has been granted a full or partial release thereunder and (iii) since the Closing Date, lien, pledge, charge, claim or security interest. The Assignor intends to relinquish all rights to possess, control and monitor the lien of the Mortgage Loans; (b) The Assignor securing such Mortgage Loan has not waived been satisfied, released or subordinated. In addition to such repurchase obligation, the performance Assignor shall indemnify the Assignee and hold it harmless against any out of pocket costs, expenses, penalties and fines incurred by any Mortgagor of any actionthe Assignee, if such Mortgagor's failure to perform such action would cause the Mortgage Loan to be in default, nor has the Servicer waived any default resulting from any action or inaction by such Mortgagor; (c) With respect to the Mortgage Loans, any and all requirements of any federal, state or local law including, including without limitation, usuryreasonable and necessary legal fees and related costs, truth-in-lending, real estate settlement procedures, consumer credit protection, equal credit opportunity resulting from a Breach of the representations and disclosure laws, all applicable predatory warranties made by the Assignor (excluding losses resulting from a repurchase of a Mortgage Loan by the Assignee at a price higher than the Repurchase Price). It is understood and abusive lending laws agreed that the obligations of the Assignor set forth in this Section 3 to cure or unfair repurchase a defective Mortgage Loan and deceptive practices laws applicable to indemnify the Assignee as provided in this Section 3 and in Section 6 constitute the sole remedies of the Assignee respecting a Breach of the foregoing representations and warranties. Any cause of action against the Assignor relating to or arising out of a Breach shall accrue upon (i) discovery of such Breach by the Assignee or notice thereof by the Assignor to the Assignee, (ii) failure by the Assignor to cure such Breach within the applicable cure period or repurchase any applicable Mortgage LoansLoan as specified above, including, without limitation, any and (iii) demand upon the Assignor by the Assignee for compliance with this Agreement. The provisions related to Prepayment Premiums, have been complied with, of this Section 3 shall survive the consummation termination of the transactions contemplated hereby will not involve the violation of any such laws or regulations; and (d) With respect to the 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 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)this Agreement.

Representations and Warranties of the Assignor. The Assignor represents and warrants and represents to the Assignee and the Trust as of date hereof that: : (a) The Assignor is on the sole owner date of the deposit of any Collateral in the Escrow Account, it will be the legal, record and holder of the Mortgage Loans and the indebtedness evidenced by each Mortgage Note. The Mortgage Loans are not assigned or pledgedbeneficial owner of, and the Assignor has good, indefeasible will have good and marketable title theretoto, and has full right the Collateral subject to transfer and sell the Mortgage Loans to the Assignee free and clear of any encumbrance, equity, participation interestno pledge, lien, pledgemortgage, hypothecation, security interest, charge, claim option or other encumbrance whatsoever, except the liens and security interest, interests created by this Agreement and the Security Agreement; (b) 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 authority subject to no delivered by the Assignor and constitutes a legal, valid and binding obligation of the Assignor enforceable in accordance with its terms; (d) the pledge, assignment and granting of a security interest or participation of, or agreement with, any other party, to sell and assign each Mortgage Loan in the Escrow Account pursuant to this Agreement creates, and following upon the sale of each Mortgage Loan, deposit in the Assignee will own such Mortgage Loan free and clear Escrow Account of any encumbranceother Collateral pursuant to this Agreement will create, equitya valid and perfected first priority security interest in all of the Assignor's right, participation interesttitle and interest in and to the Escrow Account and the Collateral so deposited, lienas the case may be, pledgeand 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 the Assignor which would include the Collateral, charge, claim and no UCC or other filings are required to be made in connection with the foregoing or to perfect the security interest. The Assignor intends to relinquish all rights to possess, control and monitor the Mortgage Loans; interests created hereby; (be) The Assignor has not waived the performance by any Mortgagor no consent of any action, if such Mortgagor's failure to perform such action would cause the Mortgage Loan to be in default, nor has the Servicer waived any default resulting from any action or inaction by such Mortgagor; other party (c) 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 Loans, including, without limitation, any provisions related to Prepayment Premiumsstockholder 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 complied withobtained or made on or prior to the date hereof), any governmental authority is required to be obtained in connection with the consummation execution, delivery or performance of this Agreement; and (f) the execution, delivery and performance of this Agreement 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 hereby certificate of incorporation or by-laws (or equivalent organizational documents) of the Assignor or of any securities issued by the Assignor, or of any indenture, mortgage, deed of trust, lease, credit agreement or loan agreement, or any other material agreement, contract or other instrument to which the Assignor is a party or which purports to be binding upon the Assignor or upon any of its assets and will not involve result in the violation creation or imposition of (or the obligation to create or impose) any such laws lien or regulations; and (d) With respect encumbrance on any of the assets of the Assignor or any of its Subsidiaries except as contemplated by this Agreement. The Assignor covenants and agrees that it will defend the Collateral Agent's right, title and security interest in and to the Mortgage Loans, none Collateral and the proceeds thereof against the claims and demands of all persons whomsoever; and the Assignor covenants and agrees that it will have like title to and right to pledge any other property at any time hereafter pledged to the Collateral Agent as Collateral hereunder and will likewise defend the right thereto and security interest therein 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 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)Collateral Agent.

Representations and Warranties of the Assignor. The Assignor warrants and represents to to, and covenants with, the Assignee and the Trust as of date hereof that: (a) a. The Assignor is the sole lawful owner of record and holder of the Mortgage Loans and with 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 such Mortgage Loans Loans, which transfer is made subject to the Assignee terms and provisions of the Servicing Agreement but free from any other claims and clear of any encumbrance, equity, participation interest, lien, pledge, charge, claim or security interestencumbrances; b. The Assignor has not received notice of, and has full right and authority subject to no interest or participation knowledge of, any offsets, counterclaims or agreement with, any other party, defenses available to sell and assign each Mortgage Loan pursuant the Company with respect to this the Servicing Agreement and following the sale of each Mortgage Loan, the 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 Mortgage Loans; (b) The c. Unless noted below, the Assignor has not waived or agreed to any waiver under, or agreed to any amendment or other modification of, the performance by any Mortgagor of any action, if such Mortgagor's failure to perform such action would cause Servicing Agreement or the Mortgage Loan to be in defaultLoans, nor including without limitation the transfer of the servicing obligations under the Servicing Agreement. The Assignor has no knowledge of, and has not received notice of, any waivers under or amendments or other modifications of, or assignments of rights or obligations under, the Servicer waived any default resulting from any action Servicing Agreement or inaction by such Mortgagorthe Mortgage Loans; (c) With d. Neither the Assignor nor anyone acting on its behalf has offered, transferred, pledged sold or otherwise disposed of the Mortgage Loans or any interest in the Mortgage Loans to, or solicited any offer to buy or accept a transfer, pledge or other disposition of the Mortgage Loans or any interest in the Mortgage Loans from, or otherwise approached or negotiated 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 interest in the Mortgage Loans, including, without limitationLoans with, any provisions related Person in any manner, or made any general solicitation by means of general advertising or in any other manner, or taken any other action which would constitute a distribution of the Mortgage Loans under the Securities Act of 1933 (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; e. The Assignor has been duly organized and is validly existing as a limited partnership in good standing under the laws of the State of New York with full power and authority to Prepayment Premiumsenter into and perform its obligations under the Servicing Agreement and this Assignment Agreement; f. This Assignment Agreement has been duly executed and delivered by the Assignor, have been complied withand, 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; g. The execution, delivery and performance by the Assignor of this Assignment Agreement and the consummation of the transactions contemplated hereby will do not involve require the violation 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 laws as has been obtained, given, effected or regulationstaken prior to the date thereof; h. The execution and delivery of this Assignment Agreement have been duly authorized by all necessary partnership action on the part of the Assignor; andneither the execution and delivery by the Assignor of this Assignment Agreement, nor the consummation by the Assignor of the transactions herein contemplated, nor compliance by the Assignor with the provisions 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; i. 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 (dA) 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; j. 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; k. 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 or other agreement approved by the related federal insurer, to the extent such approval was required; l. With respect to each Mortgage Loan, the Mortgage Loans, none representations and warranties contained in Section 2.04(b) of the Servicing Agreement, to the extent they relate to matters arising on or after the related Closing Date (as defined in the Servicing Agreement), 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 2.04(b) of the Servicing Agreement to (i) the “Cut-off Date” shall be deemed to be a reference to October 1, 2007, (ii) the “Mortgage Loans are Loan Schedule” shall be deemed to be a reference to Exhibit 1 hereto and (aiii) subject the “Closing Date” shall be deemed to be a reference to October 29, 2007; m. No Mortgage Loan is classified as a “high cost” mortgage loan under Section 32 of the Home Ownership and Equity Protection Act of 1994 or (b) classified 1994, as "amended, and no Mortgage Loan is considered a “high cost," "threshold," "covered" or "predatory" loans ” mortgage loan under any other 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). 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 October 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; n. With respect to any Mortgage Loan in Loan Group 1 that contains a provision permitting imposition of a penalty upon a prepayment prior to maturity: (i) the Mortgage Loan provides some benefit to the borrower in exchange for accepting such prepayment penalty; (ii) prior to the Mortgage Loan’s origination, the borrower was offered the option of obtaining a mortgage loan that did not require the payment of such a penalty; and (iii) such prepayment penalty shall not be imposed in any instance where such Mortgage Loan is accelerated or paid off in connection with the workout of a delinquent Mortgage or due to the borrower’s default, notwithstanding that the terms of such Mortgage Loan or state or federal law might permit the imposition of such penalty; o. With respect to each Mortgage Loan in Loan Group 1, the borrower was not encouraged or required to select a mortgage loan product offered by the Mortgage Loan’s originator which is a higher cost product designed for less creditworthy borrowers, taking into account such facts as, without limitation, the Mortgage Loan’s requirements and the borrower’s credit history, income, assets and liabilities. For a borrower who seeks financing through a Mortgage Loan originator’s higher-priced subprime lending channel, the borrower should be directed towards or offered the Mortgage Loan originator’s standard mortgage line if the borrower is able to qualify for one of the standard products; p. The methodology used in underwriting the extension of credit for each Mortgage Loan in Loan Group 1 did not rely solely on the extent of the borrower’s equity in the collateral as the principal determining factor in approving such extension of credit. The methodology employed related objective criteria such as the borrower’s income, assets, and liabilities to the proposed mortgage payment and, based on such methodology, the Mortgage Loan’s originator made a reasonable determination that at the time of origination the borrower had the ability to make timely payments on the Mortgage Loan; q. No borrower of a Mortgage Loan in Loan Group 1 that is secured by the borrower’s principal residence was charged points and fees in an amount greater than (a) $1,000 or (b) 5% of the principal amount of such mortgage loan, whichever is greater. For purposes of this representation, “points and fees” (x) include origination, underwriting, broker and finder’s fees and charges that the lender imposed as a condition of making the Mortgage Loan, whether they are paid to the lender or a third party; and (y) exclude bona fide discount points, fees paid for actual services rendered in connection with the origination of the mortgage (such as attorneys’ fees, notaries fees and fees paid for property appraisals, credit reports, surveys, title examinations and extracts, flood and tax certifications, and home inspections); the cost of mortgage insurance or credit-risk price adjustments; the costs of title, hazard, and flood insurance policies; state and local transfer taxes or fees; escrow deposits for the future payment of taxes and insurance premiums; and other miscellaneous fees and charges, which miscellaneous fee and charges, in total, do not exceed 0.25 percent of the loan amount; r. No manufactured housing units underlie any Mortgage Loan in Loan Group 1; s. None of the Mortgage Loans in Loan Group 1 are on a condominium unit that is part of a condominium development that operates as, or holds itself out to be, a condominium hotel; t. No first lien Mortgage Loan in Loan Group 1 has an original principal balance that exceeds the applicable Xxxxxxx Mac loan limit; u. Each Mortgage Loan in Loan Group 1 that is a “nontraditional mortgage loan” within the meaning of the Interagency Guidance on Nontraditional Mortgage Product Risks, 71 FR 58609 (October 4, 2006), and that has a residential loan application date on or after September 13, 2007 (or, if such date cannot be determined, an origination date of October 1, 2007), complies in all respects with such guidance, including any interpretations, applications or implementation plans with respect thereto that have been communicated and/or agreed to by an institution’s regulator, regardless of whether the mortgage loan’s originator or seller is subject to such guidance; and v. The Servicer for each Group 1 Mortgage Loan will fully furnish accurate and complete information (i.e., favorable and unfavorable) on its borrower credit files to Equifax, Experian, and Trans Union Credit Information Company (three of the credit repositories), on a monthly basis and in accordance with the Fair Credit Reporting Act and its implementing regulations. It is understood and agreed that the representations and warranties set forth in this Section 3 shall survive delivery of the respective Mortgage Files to the Custodian and shall inure to the benefit of the Assignee and its assigns notwithstanding any restrictive or qualified endorsement or assignment. Upon the discovery by the Assignor or the Assignee and its assigns of a breach of the foregoing representations and warranties, the party discovering such breach shall give prompt written notice to the other parties to this Assignment Agreement, and in no event later than two (2) Business Days from the date of such discovery. It is understood and agreed that the obligations of the Assignor set forth in Section 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 3. It is further understood and agreed that the Assignor shall be deemed not to have made the representations and warranties in this Section 3 with respect to, and to the extent of, representations and warranties made, as to the matters covered in this Section 3, 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 3, 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 warrants and represents to to, and covenants with, the Assignee and the Trust as of date hereof that: (a) a. The Assignor is the sole lawful owner of record and holder of the Mortgage Loans and with 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 such Mortgage Loans Loans, which transfer is made subject to the Assignee terms and provisions of the Servicing Agreement but free from any other claims and clear of any encumbrance, equity, participation interest, lien, pledge, charge, claim or security interestencumbrances; b. The Assignor has not received notice of, and has full right and authority subject to no interest or participation knowledge of, any offsets, counterclaims or agreement with, any other party, defenses available to sell and assign each Mortgage Loan pursuant the Company with respect to this the Servicing Agreement and following the sale of each Mortgage Loan, the 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 Mortgage Loans; (b) The c. Unless noted below, the Assignor has not waived or agreed to any waiver under, or agreed to any amendment or other modification of, the performance by any Mortgagor of any actionServicing Agreement, if such Mortgagor's failure to perform such action would cause the Custodial Agreement or the Mortgage Loan to be in defaultLoans, nor including without limitation the transfer of the servicing obligations under the Servicing Agreement. The Assignor has no knowledge of, and has not received notice of, any waivers under or amendments or other modifications of, or assignments of rights or obligations under, the Servicer waived any default resulting from any action Servicing Agreement, the Custodial Agreement or inaction by such Mortgagorthe Mortgage Loans; (c) With d. Neither the Assignor nor anyone acting on its behalf has offered, transferred, pledged sold or otherwise disposed of the Mortgage Loans or any interest in the Mortgage Loans to, or solicited any offer to buy or accept a transfer, pledge or other disposition of the Mortgage Loans or any interest in the Mortgage Loans from, or otherwise approached or negotiated 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 interest in the Mortgage Loans, including, without limitationLoans with, any provisions related Person in any manner, or made any general solicitation by means of general advertising or in any other manner, or taken any other action which would constitute a distribution of the Mortgage Loans under the Securities Act of 1933 (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; e. The Assignor has been duly organized and is validly existing as a limited corporation in good standing under the laws of the State of Delaware with full power and authority to Prepayment Premiumsenter into and perform its obligations under the Servicing Agreement and this Assignment Agreement; f. This Assignment Agreement has been duly executed and delivered by the Assignor, have been complied withand, 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; g. The execution, delivery and performance by the Assignor of this Assignment Agreement and the consummation of the transactions contemplated hereby will do not involve require the violation 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 laws as has been obtained, given, effected or regulationstaken prior to the date thereof; h. 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 herein contemplated, nor compliance by the Assignor with the provisions 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; i. 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; j. 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; k. 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 or other agreement approved by the related federal insurer, to the extent such approval was required; l. With respect to each Mortgage Loan, the representations and warranties contained in Section 2.04(b) of the Servicing Agreement, to the extent they relate to matters arising on or after the related Closing Date (as defined in the Servicing Agreement), 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 2.04(b) of the Servicing Agreement 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; and (d) With respect to the m. No Mortgage Loans, none Loan is classified as a “high cost” mortgage loan under Section 32 of the Mortgage Loans are (a) subject to the Home Ownership and Equity Protection Act of 1994 or (b) classified 1994, as "amended, and no Mortgage Loan is considered a “high cost," "threshold," "covered" or "predatory" loans ” mortgage loan under any other 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). In addition, 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. It is understood and agreed that the representations and warranties set forth in this Section 3 shall survive delivery of the respective Mortgage Files to the WFB Custodian and shall inure to the benefit of the Assignee and its assigns notwithstanding any restrictive or qualified endorsement or assignment. Upon the discovery by the Assignor or the Assignee and its assigns of a breach of the foregoing representations and warranties, the party discovering such breach shall give prompt written notice to the other parties to this Assignment Agreement, and in no event later than two (2) Business Days from the date of such discovery. It is understood and agreed that the obligations of the Assignor set forth in Section 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 3. It is further understood and agreed that the Assignor shall be deemed not to have made the representations and warranties in this Section 3 with respect to, and to the extent of, representations and warranties made, as to the matters covered in this Section 3, 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 3, 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 warrants and represents to to, and covenants with, the Assignee and the Trust as of date hereof that: (a) a. The Assignor is the sole lawful owner of record and holder of the Mortgage Loans and with 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 such Mortgage Loans Loans, which transfer is made subject to the Assignee terms and provisions of the Servicing Agreement but free from any other claims and clear of any encumbrance, equity, participation interest, lien, pledge, charge, claim or security interestencumbrances; b. The Assignor has not received notice of, and has full right and authority subject to no interest or participation knowledge of, any offsets, counterclaims or agreement with, any other party, defenses available to sell and assign each Mortgage Loan pursuant the Company with respect to this the Servicing Agreement and following the sale of each Mortgage Loan, the 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 Mortgage Loans; (b) The c. Unless noted below, the Assignor has not waived or agreed to any waiver under, or agreed to any amendment or other modification of, the performance by any Mortgagor of any actionServicing Agreement, if such Mortgagor's failure to perform such action would cause the Custodial Agreement or the Mortgage Loan to be in defaultLoans, nor including without limitation the transfer of the servicing obligations under the Servicing Agreement. The Assignor has no knowledge of, and has not received notice of, any waivers under or amendments or other modifications of, or assignments of rights or obligations under, the Servicer waived any default resulting from any action Servicing Agreement, the Custodial Agreement or inaction by such Mortgagorthe Mortgage Loans; (c) With d. Neither the Assignor nor anyone acting on its behalf has offered, transferred, pledged sold or otherwise disposed of the Mortgage Loans or any interest in the Mortgage Loans to, or solicited any offer to buy or accept a transfer, pledge or other disposition of the Mortgage Loans or any interest in the Mortgage Loans from, or otherwise approached or negotiated 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 interest in the Mortgage Loans, including, without limitationLoans with, any provisions related Person in any manner, or made any general solicitation by means of general advertising or in any other manner, or taken any other action which would constitute a distribution of the Mortgage Loans under the Securities Act of 1933 (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; e. The Assignor has been duly organized and is validly existing as a limited partnership in good standing under the laws of the State of New York with full power and authority to Prepayment Premiumsenter into and perform its obligations under the Servicing Agreement and this Assignment Agreement; f. This Assignment Agreement has been duly executed and delivered by the Assignor, have been complied withand, 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; g. The execution, delivery and performance by the Assignor of this Assignment Agreement and the consummation of the transactions contemplated hereby will do not involve require the violation 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 laws as has been obtained, given, effected or regulationstaken prior to the date thereof; h. The execution and delivery of this Assignment Agreement have been duly authorized by all necessary 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 herein contemplated, nor compliance by the Assignor with the provisions 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; i. 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; j. 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; k. 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 or other agreement approved by the related federal insurer, to the extent such approval was required; l. With respect to each Mortgage Loan, the representations and warranties contained in Section 2.04(b) of the Servicing Agreement, to the extent they relate to matters arising on or after the related Closing Date (as defined in the Servicing Agreement), 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 2.04(b) of the Servicing Agreement to (i) the “Cut-off Date” shall be deemed to be a reference to January 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 January 31, 2007; and (d) With respect to the m. No Mortgage Loans, none Loan is classified as a “high cost” mortgage loan under Section 32 of the Mortgage Loans are (a) subject to the Home Ownership and Equity Protection Act of 1994 or (b) classified 1994, as "amended, and no Mortgage Loan is considered a “high cost," "threshold," "covered" or "predatory" loans ” mortgage loan under any other 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). 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 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 3 shall survive delivery of the respective Mortgage Files to the WFB Custodian and shall inure to the benefit of the Assignee and its assigns notwithstanding any restrictive or qualified endorsement or assignment. Upon the discovery by the Assignor or the Assignee and its assigns of a breach of the foregoing representations and warranties, the party discovering such breach shall give prompt written notice to the other parties to this Assignment Agreement, and in no event later than two (2) Business Days from the date of such discovery. It is understood and agreed that the obligations of the Assignor set forth in Section 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 3. It is further understood and agreed that the Assignor shall be deemed not to have made the representations and warranties in this Section 3 with respect to, and to the extent of, representations and warranties made, as to the matters covered in this Section 3, 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 3, 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 warrants and represents to to, and covenants with, the Assignee and the Trust as of date hereof that: (a) a. The Assignor is the sole lawful owner of record and holder of the Mortgage Loans and with 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 such Mortgage Loans Loans, which transfer is made subject to the Assignee terms and provisions of the Servicing Agreement but free from any other claims and clear of any encumbrance, equity, participation interest, lien, pledge, charge, claim or security interestencumbrances; b. The Assignor has not received notice of, and has full right and authority subject to no interest or participation knowledge of, any offsets, counterclaims or agreement with, any other party, defenses available to sell and assign each Mortgage Loan pursuant the Company with respect to this the Servicing Agreement and following the sale of each Mortgage Loan, the 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 Mortgage Loans; (b) The c. Unless noted below, the Assignor has not waived or agreed to any waiver under, or agreed to any amendment or other modification of, the performance by any Mortgagor of any actionServicing Agreement, if such Mortgagor's failure to perform such action would cause the Custodial Agreement or the Mortgage Loan to be in defaultLoans, nor including without limitation the transfer of the servicing obligations under the Servicing Agreement. The Assignor has no knowledge of, and has not received notice of, any waivers under or amendments or other modifications of, or assignments of rights or obligations under, the Servicer waived any default resulting from any action Servicing Agreement, the Custodial Agreement or inaction by such Mortgagorthe Mortgage Loans; (c) With d. Neither the Assignor nor anyone acting on its behalf has offered, transferred, pledged sold or otherwise disposed of the Mortgage Loans or any interest in the Mortgage Loans to, or solicited any offer to buy or accept a transfer, pledge or other disposition of the Mortgage Loans or any interest in the Mortgage Loans from, or otherwise approached or negotiated 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 interest in the Mortgage Loans, including, without limitationLoans with, any provisions related Person in any manner, or made any general solicitation by means of general advertising or in any other manner, or taken any other action which would constitute a distribution of the Mortgage Loans under the Securities Act of 1933 (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; e. The Assignor has been duly organized and is validly existing as a limited partnership in good standing under the laws of the State of New York with full power and authority to Prepayment Premiumsenter into and perform its obligations under the Servicing Agreement and this Assignment Agreement; f. This Assignment Agreement has been duly executed and delivered by the Assignor, have been complied withand, 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; g. The execution, delivery and performance by the Assignor of this Assignment Agreement and the consummation of the transactions contemplated hereby will do not involve require the violation 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 laws as has been obtained, given, effected or regulationstaken prior to the date thereof; h. The execution and delivery of this Assignment Agreement have been duly authorized by all necessary 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 herein contemplated, nor compliance by the Assignor with the provisions 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; i. 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; j. 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; k. 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 or other agreement approved by the related federal insurer, to the extent such approval was required; l. With respect to each Mortgage Loan, the representations and warranties contained in Section 2.04(b) of the Servicing Agreement, to the extent they relate to matters arising on or after the related Closing Date (as defined in the Servicing Agreement), 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 2.04(b) of the Servicing Agreement 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; and (d) With respect to the m. No Mortgage Loans, none Loan is classified as a “high cost” mortgage loan under Section 32 of the Mortgage Loans are (a) subject to the Home Ownership and Equity Protection Act of 1994 or (b) classified 1994, as "amended, and no Mortgage Loan is considered a “high cost," "threshold," "covered" or "predatory" loans ” mortgage loan under any other 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). 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 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 3 shall survive delivery of the respective Mortgage Files to the WFB Custodian and shall inure to the benefit of the Assignee and its assigns notwithstanding any restrictive or qualified endorsement or assignment. Upon the discovery by the Assignor or the Assignee and its assigns of a breach of the foregoing representations and warranties, the party discovering such breach shall give prompt written notice to the other parties to this Assignment Agreement, and in no event later than two (2) Business Days from the date of such discovery. It is understood and agreed that the obligations of the Assignor set forth in Section 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 3. It is further understood and agreed that the Assignor shall be deemed not to have made the representations and warranties in this Section 3 with respect to, and to the extent of, representations and warranties made, as to the matters covered in this Section 3, 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 3, 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 warrants and represents to to, and covenants with, the Assignee and the Trust as of date hereof that: (a) a. The Assignor is the sole lawful owner of record and holder of the Mortgage Loans and with 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 such Mortgage Loans Loans, which transfer is made subject to the Assignee terms and provisions of the Servicing Agreement but free from any other claims and clear of any encumbrance, equity, participation interest, lien, pledge, charge, claim or security interestencumbrances; b. The Assignor has not received notice of, and has full right and authority subject to no interest or participation knowledge of, any offsets, counterclaims or agreement with, any other party, defenses available to sell and assign each Mortgage Loan pursuant the Company with respect to this the Servicing Agreement and following the sale of each Mortgage Loan, the 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 Mortgage Loans; (b) The c. Unless noted below, the Assignor has not waived or agreed to any waiver under, or agreed to any amendment or other modification of, the performance by any Mortgagor of any action, if such Mortgagor's failure to perform such action would cause Servicing Agreement or the Mortgage Loan to be in defaultLoans, nor including without limitation the transfer of the servicing obligations under the Servicing Agreement. The Assignor has no knowledge of, and has not received notice of, any waivers under or amendments or other modifications of, or assignments of rights or obligations under, the Servicer waived any default resulting from any action Servicing Agreement or inaction by such Mortgagorthe Mortgage Loans; (c) With d. Neither the Assignor nor anyone acting on its behalf has offered, transferred, pledged sold or otherwise disposed of the Mortgage Loans or any interest in the Mortgage Loans to, or solicited any offer to buy or accept a transfer, pledge or other disposition of the Mortgage Loans or any interest in the Mortgage Loans from, or otherwise approached or negotiated 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 interest in the Mortgage Loans, including, without limitationLoans with, any provisions related Person in any manner, or made any general solicitation by means of general advertising or in any other manner, or taken any other action which would constitute a distribution of the Mortgage Loans under the Securities Act of 1933 (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; e. The Assignor has been duly organized and is validly existing as a limited corporation in good standing under the laws of the State of Delaware with full power and authority to Prepayment Premiumsenter into and perform its obligations under the Servicing Agreement and this Assignment Agreement; f. This Assignment Agreement has been duly executed and delivered by the Assignor, have been complied withand, 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; g. The execution, delivery and performance by the Assignor of this Assignment Agreement and the consummation of the transactions contemplated hereby will do not involve require the violation 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 laws as has been obtained, given, effected or regulationstaken prior to the date thereof; h. The execution and delivery of this Assignment Agreement have been duly authorized by all necessary corporate action on the part of the Assignor; andneither the execution and delivery by the Assignor of this Assignment Agreement, nor the consummation by the Assignor of the transactions herein contemplated, nor compliance by the Assignor with the provisions 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; i. 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 (dA) 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; j. 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; k. 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 or other agreement approved by the related federal insurer, to the extent such approval was required; l. With respect to each Mortgage Loan, the Mortgage Loans, none representations and warranties contained in Section 2.04(b) of the Servicing Agreement, to the extent they relate to matters arising on or after the related Closing Date (as defined in the Servicing Agreement), are true and correct as of October 29, 2007. For purposes of making the representations and warranties contemplated in the foregoing sentence, each reference in Section 2.04(b) of the Servicing Agreement to (i) the “Cut-off Date” shall be deemed to be a reference to October 1, 2007, (ii) the “Mortgage Loans are Loan Schedule” shall be deemed to be a reference to Exhibit 1 hereto and (aiii) subject the “Closing Date” shall be deemed to be a reference to October 29, 2007; m. No Mortgage Loan is classified as a “high cost” mortgage loan under Section 32 of the Home Ownership and Equity Protection Act of 1994 or (b) classified 1994, as "amended, and no Mortgage Loan is considered a “high cost," "threshold," "covered" or "predatory" loans ” mortgage loan under any other 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). In addition, 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, Appendix E, in effect on October 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; n. With respect to any Mortgage Loan in Loan Group 1 that contains a provision permitting imposition of a penalty upon a prepayment prior to maturity: (i) the Mortgage Loan provides some benefit to the borrower in exchange for accepting such prepayment penalty; (ii) prior to the Mortgage Loan’s origination, the borrower was offered the option of obtaining a mortgage loan that did not require the payment of such a penalty; and (iii) such prepayment penalty shall not be imposed in any instance where such Mortgage Loan is accelerated or paid off in connection with the workout of a delinquent Mortgage or due to the borrower’s default, notwithstanding that the terms of such Mortgage Loan or state or federal law might permit the imposition of such penalty; o. With respect to each Mortgage Loan in Loan Group 1, the borrower was not encouraged or required to select a mortgage loan product offered by the Mortgage Loan’s originator which is a higher cost product designed for less creditworthy borrowers, taking into account such facts as, without limitation, the Mortgage Loan’s requirements and the borrower’s credit history, income, assets and liabilities. For a borrower who seeks financing through a Mortgage Loan originator’s higher-priced subprime lending channel, the borrower should be directed towards or offered the Mortgage Loan originator’s standard mortgage line if the borrower is able to qualify for one of the standard products; p. The methodology used in underwriting the extension of credit for each Mortgage Loan in Loan Group 1 did not rely solely on the extent of the borrower’s equity in the collateral as the principal determining factor in approving such extension of credit. The methodology employed related objective criteria such as the borrower’s income, assets, and liabilities to the proposed mortgage payment and, based on such methodology, the Mortgage Loan’s originator made a reasonable determination that at the time of origination the borrower had the ability to make timely payments on the Mortgage Loan; q. No borrower of a Mortgage Loan in Loan Group 1 that is secured by the borrower’s principal residence was charged points and fees in an amount greater than (a) $1,000 or (b) 5% of the principal amount of such mortgage loan, whichever is greater. For purposes of this representation, “points and fees” (x) include origination, underwriting, broker and finder’s fees and charges that the lender imposed as a condition of making the Mortgage Loan, whether they are paid to the lender or a third party; and (y) exclude bona fide discount points, fees paid for actual services rendered in connection with the origination of the mortgage (such as attorneys’ fees, notaries fees and fees paid for property appraisals, credit reports, surveys, title examinations and extracts, flood and tax certifications, and home inspections); the cost of mortgage insurance or credit-risk price adjustments; the costs of title, hazard, and flood insurance policies; state and local transfer taxes or fees; escrow deposits for the future payment of taxes and insurance premiums; and other miscellaneous fees and charges, which miscellaneous fee and charges, in total, do not exceed 0.25 percent of the loan amount; r. No manufactured housing units underlie any Mortgage Loan in Loan Group 1; s. None of the Mortgage Loans in Loan Group 1 are on a condominium unit that is part of a condominium development that operates as, or holds itself out to be, a condominium hotel; t. No first lien Mortgage Loan in Loan Group 1 has an original principal balance that exceeds the applicable Xxxxxxx Mac loan limit; u. Each Mortgage Loan in Loan Group 1 that is a “nontraditional mortgage loan” within the meaning of the Interagency Guidance on Nontraditional Mortgage Product Risks, 71 FR 58609 (October 4, 2006), and that has a residential loan application date on or after September 13, 2007 (or, if such date cannot be determined, an origination date of October 1, 2007), complies in all respects with such guidance, including any interpretations, applications or implementation plans with respect thereto that have been communicated and/or agreed to by an institution’s regulator, regardless of whether the mortgage loan’s originator or seller is subject to such guidance; and v. The Servicer for each Group 1 Mortgage Loan will fully furnish accurate and complete information (i.e., favorable and unfavorable) on its borrower credit files to Equifax, Experian, and Trans Union Credit Information Company (three of the credit repositories), on a monthly basis and in accordance with the Fair Credit Reporting Act and its implementing regulations. It is understood and agreed that the representations and warranties set forth in this Section 3 shall survive delivery of the respective Mortgage Files to the Custodian and shall inure to the benefit of the Assignee and its assigns notwithstanding any restrictive or qualified endorsement or assignment. Upon the discovery by the Assignor or the Assignee and its assigns of a breach of the foregoing representations and warranties, the party discovering such breach shall give prompt written notice to the other parties to this Assignment Agreement, and in no event later than two (2) Business Days from the date of such discovery. It is understood and agreed that the obligations of the Assignor set forth in Section 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 3. It is further understood and agreed that the Assignor shall be deemed not to have made the representations and warranties in this Section 3 with respect to, and to the extent of, representations and warranties made, as to the matters covered in this Section 3, 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 3, 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 warrants and represents to to, and covenants with, the Assignee and the Trust as of date hereof that: (a) a. The Assignor is the sole lawful owner of record and holder of the Mortgage Loans and with 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 from any and clear of any encumbrance, equity, participation interest, lien, pledge, charge, claim or security interestall claims and encumbrances whatsoever; b. The Assignor has not received notice of, and has full right and authority subject to no interest or participation knowledge of, any offsets, counterclaims or agreement with, any other party, defenses available to sell and assign each Mortgage Loan pursuant the Servicer with respect to this Agreement and following the sale of each Mortgage Loan, the Assignee will own such Mortgage Loan free and clear of any encumbrance, equity, participation interest, lien, pledge, charge, claim Agreements or security interest. The Assignor intends to relinquish all rights to possess, control and monitor the Mortgage Loans; (b) c. The Assignor has not waived or agreed to any waiver under, or agreed to any amendment or other modification of, the performance by any Mortgagor of any action, if such Mortgagor's failure to perform such action would cause Agreements or the Mortgage Loan to be in defaultLoans, nor including without limitation the transfer of the servicing obligations under the Servicing Agreement. The Assignor has no knowledge of, and has not received notice of, any waivers under or amendments or other modifications of, or assignments of rights or obligations under, the Servicer waived any default resulting from any action Agreements or inaction by such Mortgagorthe Mortgage Loans; (c) With d. 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 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 interest in the Mortgage Loans, including, without limitationLoans or any other similar security with, any provisions related to Prepayment Premiumsperson in any manner, have been complied withor made any general solicitation by means of general advertising or in any other manner, the consummation of the transactions contemplated hereby will not involve the violation of or taken any such laws or regulations; and (d) With respect to the Mortgage Loans, none other action which would constitute a distribution of the Mortgage Loans under the Securities Act of 1933 (the "33 Act") or which would render the disposition of the Mortgage Loans a violation of Section 5 of the 33 Act or require registration pursuant thereto; e. The representations and warranties set forth in Section 6 of the Purchase Agreement, as amended in this AAR Agreement are true and correct for the period from, but not including, the related Closing Date as defined in the Purchase Agreement, to and including the date hereof (a) subject the "Holding Period"), and are incorporated herein by reference; f. The information set forth on Exhibit A is complete, true and correct as of the date hereof; g. Attached hereto as Exhibit B are true and correct copies of the Purchase Agreement and the Servicing Agreement, which Agreements are in full force and effect as of the date hereof; h. The Assignor has received from the Servicer, as Seller, and has delivered to the Home Ownership and Equity Protection Act of 1994 Assignee, each Custodial Mortgage File, as defined in the Agreements; i. No Mortgaged Property is used for commercial purposes or (b) classified as "high cost," "threshold," "covered" or "predatory" loans under any other applicable federal, state or local law (or is 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).mixed-use property;

Representations and Warranties of the Assignor. The Assignor warrants and represents to to, and covenants with, the Assignee and the Trust as of date hereof that: (a) a. The Assignor is was the sole lawful owner of record and holder of the Mortgage Loans and with 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 from any and clear of any encumbrance, equity, participation interest, lien, pledge, charge, claim or security interestall claims and encumbrances whatsoever; b. The Assignor has not received notice of, and has full right and authority subject to no interest or participation knowledge of, any offsets, counterclaims or agreement with, any other party, defenses available to sell and assign each Mortgage Loan pursuant the Company with respect to this Agreement and following the sale of each Mortgage LoanPurchase Agreement, the Assignee will own such Mortgage Loan free and clear of any encumbrance, equity, participation interest, lien, pledge, charge, claim Xxxxx Fargo Servicing Agreement or security interest. The Assignor intends to relinquish all rights to possess, control and monitor the Mortgage Loans; (b) c. The Assignor has not waived or agreed to any waiver under, or agreed to any amendment or other modification of, the performance by any Mortgagor of any actionPurchase Agreement, if such Mortgagor's failure to perform such action would cause the Xxxxx Fargo Servicing Agreement or the Mortgage Loan Loans, including without limitation the transfer of the servicing obligations under the Purchase Agreement or the Xxxxx Fargo Servicing Agreement. The Assignor has no knowledge of, and has not received notice of, any waivers under or amendments or other modifications of, or assignments of rights or obligations under, the Purchase Agreement, the Xxxxx Fargo Servicing Agreement or the Mortgage Loans; and d. 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 be buy or accept a transfer, pledge or other disposition of the Mortgage Loans, any interest in defaultthe Mortgage Loans or any other similar security from, nor has the Servicer waived any default resulting from any action or inaction by such Mortgagor; (c) With otherwise approached or negotiated 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 interest in the Mortgage Loans, including, without limitationLoans or any other similar security with, any provisions related to Prepayment Premiumsperson in any manner, have been complied withor made any general solicitation by means of general advertising or in any other manner, the consummation of the transactions contemplated hereby will not involve the violation of or taken any such laws or regulations; and (d) With respect to the Mortgage Loans, none other action which would constitute a distribution of the Mortgage Loans are under the Securities Act of 1933 (athe “33 Act”) subject or which would render the disposition of the Mortgage Loans a violation of Section 5 of the 33 Act or require registration pursuant thereto. e. The Assignor’s address for purposes of all notices and correspondence related to the Home Ownership Mortgage Loans and Equity Protection Act of 1994 or the Xxxxx Fargo Servicing Agreement is: Citigroup Global Markets Realty Corp. 000 Xxxxxxxxx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000 Attention: Mortgage Finance Group Facsimile: (b000) classified as "high cost," "threshold," "covered" or "predatory" loans under any other applicable federal, state or local 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).000-0000

Representations and Warranties of the Assignor. The Assignor warrants and represents to to, and covenants with, the Assignee and the Trust as of date hereof that: (a) a. The Assignor is the sole lawful owner of record and holder of the Mortgage Loans and with 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 such Mortgage Loans Loans, which transfer is made subject to the Assignee terms and provisions of the Servicing Agreement but free from any other claims and clear of any encumbrance, equity, participation interest, lien, pledge, charge, claim or security interestencumbrances; b. The Assignor has not received notice of, and has full right and authority subject to no interest or participation knowledge of, any offsets, counterclaims or agreement with, any other party, defenses available to sell and assign each Mortgage Loan pursuant the Company with respect to this the Servicing Agreement and following the sale of each Mortgage Loan, the 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 Mortgage Loans; (b) The c. Unless noted below, the Assignor has not waived or agreed to any waiver under, or agreed to any amendment or other modification of, the performance by any Mortgagor of any actionServicing Agreement, if such Mortgagor's failure to perform such action would cause the Custodial Agreement or the Mortgage Loan to be in defaultLoans, nor including without limitation the transfer of the servicing obligations under the Servicing Agreement. The Assignor has no knowledge of, and has not received notice of, any waivers under or amendments or other modifications of, or assignments of rights or obligations under, the Servicer waived any default resulting from any action Servicing Agreement, the Custodial Agreement or inaction by such Mortgagorthe Mortgage Loans; (c) With d. Neither the Assignor nor anyone acting on its behalf has offered, transferred, pledged sold or otherwise disposed of the Mortgage Loans or any interest in the Mortgage Loans to, or solicited any offer to buy or accept a transfer, pledge or other disposition of the Mortgage Loans or any interest in the Mortgage Loans from, or otherwise approached or negotiated 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 interest in the Mortgage Loans, including, without limitationLoans with, any provisions related Person in any manner, or made any general solicitation by means of general advertising or in any other manner, or taken any other action which would constitute a distribution of the Mortgage Loans under the Securities Act of 1933 (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; e. The Assignor has been duly organized and is validly existing as a limited corporation in good standing under the laws of the State of Delaware with full power and authority to Prepayment Premiumsenter into and perform its obligations under the Servicing Agreement and this Assignment Agreement; f. This Assignment Agreement has been duly executed and delivered by the Assignor, have been complied withand, 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; g. The execution, delivery and performance by the Assignor of this Assignment Agreement and the consummation of the transactions contemplated hereby will do not involve require the violation 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 laws as has been obtained, given, effected or regulationstaken prior to the date thereof; h. 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 herein contemplated, nor compliance by the Assignor with the provisions 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; i. 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; j. 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; k. 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 or other agreement approved by the related federal insurer, to the extent such approval was required; l. With respect to each Mortgage Loan, the representations and warranties contained in Section 2.04(b) of the Servicing Agreement, to the extent they relate to matters arising on or after the related Closing Date (as defined in the Servicing Agreement), 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 2.04(b) of the Servicing Agreement to (i) the “Cut-off Date” shall be deemed to be a reference to January 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 January 31, 2007; and (d) With respect to the m. No Mortgage Loans, none Loan is classified as a “high cost” mortgage loan under Section 32 of the Mortgage Loans are (a) subject to the Home Ownership and Equity Protection Act of 1994 or (b) classified 1994, as "amended, and no Mortgage Loan is considered a “high cost," "threshold," "covered" or "predatory" loans ” mortgage loan under any other 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). In addition, 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. It is understood and agreed that the representations and warranties set forth in this Section 3 shall survive delivery of the respective Mortgage Files to the WFB Custodian and shall inure to the benefit of the Assignee and its assigns notwithstanding any restrictive or qualified endorsement or assignment. Upon the discovery by the Assignor or the Assignee and its assigns of a breach of the foregoing representations and warranties, the party discovering such breach shall give prompt written notice to the other parties to this Assignment Agreement, and in no event later than two (2) Business Days from the date of such discovery. It is understood and agreed that the obligations of the Assignor set forth in Section 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 3. It is further understood and agreed that the Assignor shall be deemed not to have made the representations and warranties in this Section 3 with respect to, and to the extent of, representations and warranties made, as to the matters covered in this Section 3, 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 3, 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 warrants and represents to the Assignee and the Trust as of date hereof that: (a) : The Assignor is the sole owner of record and holder of the Mortgage Loans Loan and the indebtedness evidenced by each Mortgage Note. The Mortgage Loans are Loan is 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 Loan 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, the 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 Mortgage Loans; (b) Loan; The Assignor has not waived the performance by any the Mortgagor of any action, if such the Mortgagor's failure to perform such action would cause the Mortgage Loan to be in default, nor has the Servicer Company waived any default resulting from any action or inaction by such the Mortgagor; (c) ; 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 LoansLoan, including, without limitation, any provisions related to Prepayment Premiums, have been complied with, the consummation of the transactions contemplated hereby will not involve the violation of any such laws or regulations; and (d) With respect to the 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 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).

Representations and Warranties of the Assignor. The Assignor warrants and represents to the Assignee and the Trust as of date hereof that: (a) The Assignor is the sole owner of record and holder of the Mortgage Loans Loan and the indebtedness evidenced by each Mortgage Note. The Mortgage Loans are Loan is 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 Loan 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, the 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 Mortgage LoansLoan; (b) The Assignor has not waived the performance by any the Mortgagor of any action, if such the Mortgagor's failure to perform such action would cause the Mortgage Loan to be in default, nor has the Servicer Company waived any default resulting from any action or inaction by such the Mortgagor; (c) 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 LoansLoan, including, without limitation, any Exh. 6-4 provisions related to Prepayment Premiums, have been complied with, the consummation of the transactions contemplated hereby will not involve the violation of any such laws or regulations; and (d) With respect to the 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 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).

Representations and Warranties of the Assignor. The Assignor Ecuadorgold warrants and represents to to, and covenants with, the Assignee and the Trust as of date hereof that: (a) The Assignor a. Ecuadorgold is the sole lawful owner of record and holder of the Mortgage Loans and Muluncay Project with 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 such Muluncay Project, which transfer is made free from any claims and sell encumbrances other than the Mortgage Loans Mortgages; b. Neither Ecuadorgold 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 Assignee free Muluncay Project or any interest in the Muluncay Project. c. Ecuadorgold has been duly organized and clear is validly existing as a corporation in good standing under the laws of any encumbrancethe Country of Ecuador with full power and authority to enter into and perform its obligations under this Agreement; d. This Agreement has been duly executed and delivered by Ecuadorgold, equityand, participation interestassuming due authorization, lienexecution and delivery by each of the other parties hereto, pledgeconstitutes a legal, charge, claim or security interestvalid, and has full right and authority binding agreement of Ecuadorgold, enforceable against it in accordance with its terms, subject to no interest or participation ofbankruptcy, insolvency, reorganization, moratorium, or agreement withother 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; e. The execution, any other party, to sell delivery and assign each Mortgage Loan pursuant to performance by Ecuadorgold of this Agreement and following the sale of each Mortgage Loan, the 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 Mortgage Loans; (b) The Assignor has not waived the performance by any Mortgagor of any action, if such Mortgagor's failure to perform such action would cause the Mortgage Loan to be in default, nor has the Servicer waived any default resulting from any action or inaction by such Mortgagor; (c) 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 Loans, including, without limitation, any provisions related to Prepayment Premiums, have been complied with, the consummation of the transactions contemplated hereby will do not involve require the violation 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 laws as has been obtained, given, effected or regulations; and (d) With respect taken prior to the Mortgage Loansdate thereof; f. The execution and delivery of this Agreement have been duly authorized by all necessary corporate action on the part of Ecuadorgold; neither the execution and delivery by Ecuadorgold of this Agreement, none nor the consummation by Ecuadorgold of the Mortgage Loans are (a) subject transactions herein contemplated, nor compliance by Ecuadorgold with the provisions hereof, will conflict with or result in a breach of, or constitute a default under, any of the provisions of the governing documents of Ecuadorgold or any law, governmental rule or regulation or any material judgment, decree or order binding on Ecuadorgold or any of its properties, or any of the provisions of any material indenture, mortgage, deed of trust, contract or other instrument to the Home Ownership and Equity Protection Act of 1994 which Ecuadorgold is a party or (b) classified as "high cost," "threshold," "covered" or "predatory" loans under any other applicable federal, state or local 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).by which it is bound;