Common use of Representations and Warranties of the Depositor and the Trustee Clause in Contracts

Representations and Warranties of the Depositor and the Trustee. (a) The Depositor hereby represents and warrants to the Trustee and for the benefit of the Certificateholders, as of the Closing Date, that: (i) The Depositor is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware, and the Depositor is possessed of all licenses necessary to carry on its business. (ii) The execution and delivery of this Agreement by the Depositor, and the performance and compliance with the terms of this Agreement by the Depositor, will not violate the Depositor's certificate of incorporation or bylaws or constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, or result in the breach of, any material agreement or other instrument to which it is a party or which is applicable to it or any of its assets. (iii) The Depositor has the full right, power and authority to enter into and consummate all transactions contemplated by this Agreement, including but not limited to selling the Underlying Certificates to the Trustee, has duly authorized the execution, delivery and performance of this Agreement, and has duly executed and delivered this Agreement. (iv) This Agreement, assuming due authorization, execution and delivery by the Trustee, constitutes a valid, legal and binding obligation of the Depositor, enforceable against the Depositor in accordance with the terms hereof, subject to (A) applicable bankruptcy, insolvency, reorganization, moratorium and other laws affecting the enforcement of creditors' rights generally, and (B) general principles of equity, regardless of whether such enforcement is considered in a proceeding in equity or at law. (v) The Depositor is not in violation of, and its execution and delivery of this Agreement and its performance and compliance with the terms of this Agreement will not constitute a violation of, any law, any order or decree of any court or arbiter, or any order, regulation or demand of any federal, state or local governmental or regulatory authority, which violation is likely to affect materially and adversely either the ability of the Depositor to perform its obligations under this Agreement or the financial condition of the Depositor. (vi) No litigation is pending or, to the best of the Depositor's knowledge, threatened, against the Depositor which, if determined adversely to the Depositor, would prohibit the Depositor from entering into this Agreement or is likely to materially and adversely affect either the ability of the Depositor to perform its obligations under this Agreement or the financial condition of the Depositor. (vii) The Depositor was, immediately prior to the transfer of the Underlying Certificates to the Trustee on behalf of the Trust, the sole owner thereof free and clear of any lien, pledge, charge or encumbrance of any kind. (viii) The Depositor acquired the Underlying Certificates in good faith without notice of any adverse claim, lien, charge, encumbrance or security interest (including without limitation, federal tax liens or liens arising under ERISA). (ix) The Depositor has not assigned any interest in the Underlying Certificates or any distributions thereon, except as contemplated herein. (x) The Trustee will be entitled to distributions under the Underlying Agreements equal to all distributions of interest and principal made on the Underlying Certificates. (xi) The information relating to the Underlying Certificates set forth in Schedule A is true and correct in all material respects. (xii) The transfer of the Underlying Certificates by the Depositor to the Trustee on behalf of the Trust pursuant to this Agreement is an absolute sale. The Underlying Certificates have been reregistered in the name of the Trustee, on behalf of the Certificateholders, through the facilities of the Depositary. (xiii) Each of the Underlying Group I Certificates, Underlying Group II Certificates, Underlying Group III Certificates, Underlying Group IV Certificates and Underlying Group VI Certificates constitutes a "qualified mortgage" under Section 860G(a)(3)(A) of the Code and Treasury Regulation Section 1.860G-2(a)(1), (2), (4), (5), (6), (7) and (9) without reliance on the provisions of Treasury Regulations Section 1.860G-2(a)(3) or Treasury Regulations Section 1.860G-2(f)(2) or any other provision that would allow such Underlying Certificate to be treated as a "qualified mortgage" notwithstanding its failure to meet the requirements of Section 860G(a)(3)(A) of the Code and Treasury Regulation Section 1.860G-2(a)(1), (2), (4), (5), (6), (7) and (9). (xiv) The Depositor has no actual knowledge after reasonable inquiry that the Underlying Certificates (1) were not validly issued by the related Underlying Trust, (2) are not outstanding, (3) are not the legal, valid, binding and enforceable obligation of the related Underlying Trust, and (4) are not entitled to the benefits of the Underlying Agreements pursuant to which such Underlying Certificates were issued (except as limited by bankruptcy, insolvency or other similar laws affecting the enforcement of creditors' rights generally or in accordance with general equitable principles). (b) The Trustee hereby represents and warrants to the Depositor and for the benefit of the Certificateholders, as of the Closing Date, that: (i) The Trustee is a national banking association, duly organized and validly existing under the laws of the United States of America. (ii) The execution and delivery of this Agreement by the Trustee, and the performance and compliance with the terms of this Agreement by the Trustee, will not violate the Trustee's charter or bylaws or constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, or result in the breach of, any material agreement or other instrument to which it is a party or which is applicable to it or any of its assets. (iii) The Trustee has the full power and authority to enter into and consummate all transactions contemplated by this Agreement, has duly authorized the execution, delivery and performance of this Agreement, and has duly executed and delivered this Agreement. (iv) This Agreement, assuming due authorization, execution and delivery by the Depositor and the Trustee, constitutes a valid, legal and binding obligation of the Trustee, enforceable against the Trustee in accordance with the terms hereof, subject to (A) applicable bankruptcy, insolvency, reorganization, moratorium and other laws affecting the enforcement of creditors' rights generally, and (B) general principles of equity, regardless of whether such enforcement is considered in a proceeding in equity or at law. (v) The Trustee is not in violation of, and its execution and delivery of this Agreement and its performance and compliance with the terms of this Agreement will not constitute a violation of, any law, any order or decree of any court or arbiter, or any order, regulation or demand of any federal, state or local governmental or regulatory authority, which violation is likely to affect materially and adversely either the ability of the Trustee to perform its obligations under this Agreement or the financial condition of the Trustee. (vi) No litigation is pending or, to the best of the Trustee's knowledge, threatened, against the Trustee which would prohibit the Trustee from entering into this Agreement or is likely to materially and adversely affect either the ability of the Trustee to perform its obligations under this Agreement or the financial condition of the Trustee. (vii) The Underlying Certificates will be held by the Trustee through the Depository, the information relating to the Underlying Certificates set forth on Schedule A hereto conforms to information set forth in the Prospectus dated June 28, 2007 and the Prospectus Supplement dated August 30, 2007 for the Underlying Group I, Underlying Group II and Underlying Group III Certificates, the Prospectus dated June 28, 2007 and the Prospectus Supplement dated September 17, 2007 for the Underlying Group IV Certificates, the Prospectus dated March 14, 2007 and the Prospectus Supplement dated March 29, 2007 for the Underlying Group V Certificates, and Prospectus dated June 26, 2007, the Prospectus Supplement dated June 28, 2007 and the Supplement to the Prospectus Supplement, dated July 11, 2007, for the Underlying Group VI Certificates; it has acquired the Underlying Certificates from the Depositor in good faith, for value, and, to the best of the Trustee's knowledge, without notice or actual knowledge of any adverse claim, lien, charge, encumbrance or security interest (including, without limitation, federal tax liens or liens arising under ERISA); it has not and will not, in any capacity except as Trustee, on behalf of the Certificateholders, assert any claim or interest in the Underlying Certificates and will hold such Underlying Certificates and the proceeds thereof in trust pursuant to the terms of this Agreement; and it has not encumbered or transferred its right, title or interest in the Underlying Certificates. (c) It is understood and agreed that the foregoing representations and warranties shall survive the execution and delivery of this Agreement. Upon discovery by any party hereto of a breach of any of the foregoing representations and warranties which materially and adversely affects the interests of the Certificateholders or any party hereto, the party discovering such breach will give prompt written notice thereof to the other parties hereto and the Certificateholders. Within thirty (30) days of the earlier of either discovery by or notice to the Depositor of any breach of a representation or warranty of the Depositor that materially and adversely affects the interests of the Certificateholders, the Depositor shall use its best efforts promptly to cure such breach in all material respects and, if such breach cannot be cured and it relates to an Underlying Certificate, the Depositor shall, at the election of the Majority Certificateholders, repurchase the Underlying Certificates at the Repurchase Price; provided that, in the case of an Underlying Certificate (other than an Underlying Group V Certificate), if such breach would cause the Underlying Certificate to be other than a "qualified mortgage" as defined in Section 860G(a)(3)(A) of the Code and Treasury Regulation Section 1.860G-2(a)(1), (2), (4), (5), (6), (7) and (9), without reliance on the provisions of Treasury Regulation Section 1.860G-2(a)(3) or Treasury Regulation Section 1.860G-2(f)(2) or any other provision that would allow a Underlying Certificate to be treated as a "qualified mortgage" notwithstanding its failure to meet the requirements of Section 860G(a)(3)(A) of the Code and Treasury Regulation Section 1.860G-2(a)(1), (2), (4), (5), (6), (7) and (9), any such cure or repurchase must occur within 90 days from the date such breach was discovered. If the Depositor is to repurchase the Underlying Certificates, the Trustee shall promptly determine the Repurchase Price in accordance with the definition thereof. Repurchase of the Underlying Certificates pursuant to the foregoing provisions of this Section 2.03(c) shall be accomplished by deposit by the Depositor in the Certificate Account on the Business Day prior to the next succeeding Distribution Date of the amount of the Repurchase Price.

Representations and Warranties of the Depositor and the Trustee. (a) The Depositor hereby represents and warrants to the Trustee and for the benefit of the Certificateholders, as of the Closing Date, that: (i) The Depositor is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware, and the Depositor is possessed of all licenses necessary to carry on its business. (ii) The execution and delivery of this Agreement by the Depositor, and the performance and compliance with the terms of this Agreement by the Depositor, will not violate the Depositor's certificate of incorporation or bylaws or constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, or result in the breach of, any material agreement or other instrument to which it is a party or which is applicable to it or any of its assets. (iii) The Depositor depositor has the full right, power and authority to enter into and consummate all transactions contemplated by this Agreement, including but not limited to selling the Underlying Pooled Certificates to the Trustee, has duly authorized the execution, delivery and performance of this Agreement, and has duly executed and delivered this Agreement. (iv) This Agreement, assuming due authorization, execution and delivery by the Trustee, constitutes a valid, legal and binding obligation of the Depositor, enforceable against the Depositor in accordance with the terms hereof, subject to (A) applicable bankruptcy, insolvency, reorganization, moratorium and other laws affecting the enforcement of creditors' rights generally, and (B) general principles of equity, regardless of whether such enforcement is considered in a proceeding in equity or at law. (v) The Depositor is not in violation of, and its execution and delivery of this Agreement and its performance and compliance with the terms of this Agreement will not constitute a violation of, any law, any order or decree of any court or arbiter, or any order, regulation or demand of any federal, state or local governmental or regulatory authority, which violation is likely to affect materially and adversely either the ability of the Depositor depositor to perform its obligations under this Agreement or the financial condition of the Depositor. (vi) No litigation is pending or, to the best of the Depositor's knowledge, threatened, threatened against the Depositor which, if determined adversely to the Depositor, would prohibit the Depositor from entering into this Agreement agreement or is likely to materially and And adversely affect either the ability of the Depositor to perform its obligations under this Agreement agreement or the financial condition of the Depositor. (vii) The Depositor was, immediately prior to the transfer of the Underlying Pooled Certificates to the Trustee on behalf of the TrustTrustee, the sole owner thereof free and clear of any lien, pledge, charge or encumbrance of any kindkind (except any lien created by this Agreement). (viii) The Depositor acquired the Underlying Pooled Certificates in good faith without notice of any adverse claim, lien, charge, encumbrance or security interest (including without limitation, federal tax liens or liens arising under ERISA). (ix) The Depositor has not assigned any interest in the Underlying Certificates pooled certificates or any distributions thereon, except as contemplated herein. (x) The Trustee Trustee, in its capacity as a Pooled Certificateholder, will be entitled to distributions under the Underlying Agreements equal to all distributions of interest and principal made on the Underlying Pooled Certificates. (xi) As of the Closing Date, the Pooled FNMA Certificates have an aggregate principal balance greater than or equal to the original principal balance. (xii) The information relating to the Underlying Pooled Certificates set forth in Schedule A is true and correct in all material respects. (xiixiii) The transfer Each Pooled Certificate is an Uncertificated Security (as such term is defined in Article 8 of the Underlying Certificates by Uniform Commercial Code) registered on the Depositor to the Trustee on behalf books of the Trust pursuant to this Agreement is an absolute sale. The Underlying Certificates have been reregistered Federal Reserve banks in the name of the Trustee, trustee or its financial intermediary on behalf of the Certificateholders, through the facilities of the Depositary. (xiii) Each of the Underlying Group I Certificates, Underlying Group II Certificates, Underlying Group III Certificates, Underlying Group IV Certificates and Underlying Group VI Certificates constitutes a "qualified mortgage" under Section 860G(a)(3)(A) of the Code and Treasury Regulation Section 1.860G-2(a)(1), (2), (4), (5), (6), (7) and (9) without reliance on the provisions of Treasury Regulations Section 1.860G-2(a)(3) or Treasury Regulations Section 1.860G-2(f)(2) or any other provision that would allow such Underlying Certificate to be treated as a "qualified mortgage" notwithstanding its failure to meet the requirements of Section 860G(a)(3)(A) of the Code and Treasury Regulation Section 1.860G-2(a)(1), (2), (4), (5), (6), (7) and (9)Trustee. (xiv) The Pooled Certificates were structured to be REMIC regular interests under the REMIC provisions; (xv) The Depositor has no actual knowledge after reasonable inquiry that the Underlying Certificates (a) each trust issuing each Pooled Certificate was not duly created and is not validly existing and (b) each Pooled Certificate (1) were was not validly issued by the related Underlying Trust, such trust and (2) are is not outstanding, (3) are is not the legal, valid, binding and enforceable obligation of the related Underlying Trust, such trust and (4) are is not entitled to the benefits of the Underlying Agreements pooling and servicing agreement, indenture, trust agreement or other document pursuant to which such Underlying Certificates were Pooled Certificate was issued (except as limited by bankruptcy, insolvency or other similar laws affecting the enforcement of creditors' rights generally or to the extent that such enforceability may be subject to the exercise of judicial discretion in accordance with general equitable principles). (b) The Trustee hereby represents and warrants to the Depositor and for the benefit of the Certificateholders, as of the Closing Date, that: (i) The Trustee is a national banking association, duly organized and validly existing under the laws of the United States of America. (ii) The execution and delivery of this Agreement by the Trustee, and the performance and compliance with the terms of this Agreement by the Trustee, will not violate the Trustee's charter or bylaws or constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, or result in the breach of, any material agreement or other instrument to which it is a party or which is applicable to it or any of its assets. (iii) The Trustee has the full power and authority to enter into and consummate all transactions contemplated by this Agreement, has duly authorized the execution, delivery and performance of this Agreement, and has duly executed and delivered this Agreement. (iv) This Agreement, assuming due authorization, execution and delivery by the Depositor and the TrusteeDepositor, constitutes a valid, legal and binding obligation of the Trustee, enforceable against the Trustee in accordance with the terms hereof, subject to (A) applicable bankruptcy, insolvency, reorganization, moratorium and other laws affecting the enforcement of creditors' rights generally, and (B) general principles of equity, regardless of whether such enforcement is considered in a proceeding in equity or at law. (v) The Trustee is not in violation of, and its execution and delivery of this Agreement and its performance and compliance with the terms of this Agreement will not constitute a violation of, any law, any order or decree of any court or arbiter, or any order, regulation or demand of any federal, state or local governmental or regulatory authority, which violation is likely to affect materially and adversely either the ability of the Trustee to perform its obligations under this Agreement agreement or the financial condition of the Trustee. (vi) No litigation is pending or, to the best of the Trustee's knowledge, threatened, threatened against the Trustee which would prohibit the Trustee trustee from entering into this Agreement or is likely to materially and adversely affect either the ability of the Trustee to perform its obligations under this Agreement or the financial condition of the Trustee. (vii) The Underlying Pooled Certificates will be held by in the Trustee through Trustee's account at the DepositoryFederal Reserve Bank in Minneapolis, Minnesota; the information relating to the Underlying Pooled Certificates set forth on Schedule A hereto conforms to information set forth in on the Prospectus dated June 28, 2007 face of the Pooled Certificates and the Prospectus Supplement dated August 30most recent Pooled Certificate Distribution Date Statements, 2007 for the Underlying Group I, Underlying Group II and Underlying Group III Certificates, the Prospectus dated June 28, 2007 and the Prospectus Supplement dated September 17, 2007 for the Underlying Group IV Certificates, the Prospectus dated March 14, 2007 and the Prospectus Supplement dated March 29, 2007 for the Underlying Group V Certificates, and Prospectus dated June 26, 2007, the Prospectus Supplement dated June 28, 2007 and the Supplement to the Prospectus Supplement, dated July 11, 2007, for the Underlying Group VI Certificatesas applicable; it has acquired the Underlying Pooled Certificates on behalf of the Certificateholders from the Depositor in good faith, for value, and, to the best of the Trusteetrustee's knowledge, without notice or actual knowledge of any adverse claim, lien, charge, encumbrance or security interest (including, without limitation, federal tax liens or liens arising under ERISA); it has not and will not, in any capacity except as Trustee, on behalf of the Certificateholderscapacity, assert any claim or interest in the Underlying Pooled Certificates and will hold such Underlying Pooled Certificates and the proceeds thereof in trust pursuant to the terms of this Agreement; and it has not encumbered or transferred its right, title or interest in the Underlying Pooled Certificates. (c) It is understood and agreed that the foregoing representations and warranties shall survive the execution and delivery of this Agreement. Upon discovery by any either party hereto of a breach of any of the foregoing representations and warranties which materially and adversely affects the interests of the Certificateholders or any either party hereto, the party discovering such breach will give prompt written notice thereof to the other parties party hereto and to the Certificateholders. Within thirty (30) days of the earlier of either discovery by or notice to the Depositor of any breach of a representation or warranty of the Depositor that materially and adversely affects the interests of the Certificateholders, the Depositor shall use its best efforts promptly to cure such breach in all material respects and, if such breach cannot be cured and it relates to an Underlying Certificatecured, the Depositor shall, at the election of the Majority Certificateholders, repurchase each Pooled Certificate affected by the Underlying Certificates breach at the Repurchase Price; provided that, in the case of an Underlying Certificate (other than an Underlying Group V Certificate), if such breach would cause the Underlying Certificate to be other than a "qualified mortgage" as defined in Section 860G(a)(3)(A) of the Code and Treasury Regulation Section 1.860G-2(a)(1), (2), (4), (5), (6), (7) and (9), without reliance on the provisions of Treasury Regulation Section 1.860G-2(a)(3) or Treasury Regulation Section 1.860G-2(f)(2) or any other provision that would allow a Underlying Certificate to be treated as a "qualified mortgage" notwithstanding its failure to meet the requirements of Section 860G(a)(3)(A) of the Code and Treasury Regulation Section 1.860G-2(a)(1), (2), (4), (5), (6), (7) and (9), any such cure or repurchase must occur within 90 days from the date such breach was discovered. If the Depositor is to repurchase the Underlying Pooled Certificates, the Trustee shall promptly determine the Repurchase Price in accordance with the definition thereof. Repurchase of any of the Underlying Pooled Certificates pursuant to the foregoing provisions of this Section 2.03(c) shall be accomplished by (i) deposit by the Depositor in the Certificate Account on the Business Day prior to the next succeeding Distribution Date of the amount of the Repurchase Price, (ii) amending the definitions of "Interest Distribution Amount" and/or "Principal Distribution Amount," as applicable and (iii) amending Schedule A hereto to remove the related Deleted Pooled Certificates.

Representations and Warranties of the Depositor and the Trustee. (a) The Depositor hereby represents and warrants to the Trustee and for the benefit of the Certificateholders, as of the Closing Date, that: (i) The Depositor is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware, and the Depositor is possessed of all licenses necessary to carry on its business. (ii) The execution and delivery of this Agreement by the Depositor, and the performance and compliance with the terms of this Agreement by the Depositor, will not violate the Depositor's certificate of incorporation or bylaws or constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, or result in the breach of, any material agreement or other instrument to which it is a party or which is applicable to it or any of its assets. (iii) The Depositor has the full right, power and authority to enter into and consummate all transactions contemplated by this Agreement, including but not limited to selling the Underlying Pooled Certificates to the Trustee, has duly authorized the execution, delivery and performance of this Agreement, and has duly executed and delivered this Agreement. (iv) This Agreement, assuming due authorization, execution and delivery by the Trustee, constitutes a valid, legal and binding obligation of the Depositor, enforceable against the Depositor in accordance with the terms hereof, subject to (A) applicable bankruptcy, insolvency, reorganization, moratorium and other laws affecting the enforcement of creditors' rights generally, and (B) general principles of equity, regardless of whether such enforcement is considered in a proceeding in equity or at law. (v) The Depositor is not in violation of, and its execution and delivery of this Agreement and its performance and compliance with the terms of this Agreement will not constitute a violation of, any law, any order or decree of any court or arbiter, or any order, regulation or demand of any federal, state or local governmental or regulatory authority, which violation is likely to affect materially and adversely either the ability of the Depositor to perform its obligations under this Agreement or the financial condition of the Depositor. (vi) No litigation is pending or, to the best of the Depositor's knowledge, threatened, threatened against the Depositor which, if determined adversely to the Depositor, would prohibit the Depositor from entering into this Agreement or is likely to materially and adversely affect either the ability of the Depositor to perform its obligations under this Agreement or the financial condition of the Depositor. (vii) The Depositor was, immediately prior to the transfer of the Underlying Pooled Certificates to the Trustee on behalf of the TrustTrustee, the sole owner thereof free and clear of any lien, pledge, charge or encumbrance of any kindkind (except any lien created by this Agreement). (viii) The Depositor acquired the Underlying Pooled Certificates in good faith without notice of any adverse claim, lien, charge, encumbrance or security interest (including without limitation, federal tax liens or liens arising under ERISA). (ix) The Depositor has not assigned any interest in the Underlying Pooled Certificates or any distributions thereon, except as contemplated herein. (x) The Trustee Trustee, in its capacity as a Pooled Certificateholder, will be entitled to distributions under the Underlying Agreements Agreement equal to all distributions of interest and principal made on the Underlying Pooled Certificates. (xi) The information relating to the Underlying Pooled Certificates set forth in Schedule A is true and correct in all material respects. (xii) The transfer Pooled Certificates are registered on the books of the Underlying Certificates by the Depositor to the Trustee on behalf of the Trust pursuant to this Agreement is an absolute sale. The Underlying Certificates have been reregistered Federal Reserve Banks in the name of the Trustee, Trustee or its financial intermediary on behalf of the Certificateholders, through the facilities of the DepositaryTrustee. (xiii) Each of the Underlying Group I Certificates, Underlying Group II Certificates, Underlying Group III Certificates, Underlying Group IV The Pooled Certificates and Underlying Group VI Certificates constitutes a "qualified mortgage" under Section 860G(a)(3)(A) of the Code and Treasury Regulation Section 1.860G-2(a)(1), (2), (4), (5), (6), (7) and (9) without reliance on the provisions of Treasury Regulations Section 1.860G-2(a)(3) or Treasury Regulations Section 1.860G-2(f)(2) or any other provision that would allow such Underlying Certificate to be treated as a "qualified mortgage" notwithstanding its failure to meet the requirements of Section 860G(a)(3)(A) of the Code and Treasury Regulation Section 1.860G-2(a)(1), (2), (4), (5), (6), (7) and (9)are REMIC regular interests. (xiv) The Depositor has no actual knowledge after reasonable inquiry that the Underlying Certificates (a) Xxxxxxx Mac was not duly created and is not validly existing and (b) each Pooled Certificate (1) were was not validly issued by the related Underlying Trust, Xxxxxxx Mac and (2) are is not outstanding, (3) are is not the legal, valid, binding and enforceable obligation of the related Underlying Trust, Xxxxxxx Mac and (4) are is not entitled to the benefits of the Underlying Agreements Agreement pursuant to which such Underlying Certificates were Pooled Certificate was issued (except as limited by bankruptcy, insolvency or other similar laws affecting the enforcement of creditors' rights generally or to the extent that such enforceability may be subject to the exercise of judicial discretion in accordance with general equitable principles). (b) The Trustee hereby represents and warrants to the Depositor and for the benefit of the Certificateholders, as of the Closing Date, that: (i) The Trustee is a national banking association, duly organized and validly existing under the laws of the United States of America. (ii) The execution and delivery of this Agreement by the Trustee, and the performance and compliance with the terms of this Agreement by the Trustee, will not violate the Trustee's charter or bylaws or constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, or result in the breach of, any material agreement or other instrument to which it is a party or which is applicable to it or any of its assets. (iii) The Trustee has the full power and authority to enter into and consummate all transactions contemplated by this Agreement, has duly authorized the execution, delivery and performance of this Agreement, and has duly executed and delivered this Agreement. (iv) This Agreement, assuming due authorization, execution and delivery by the Depositor and the TrusteeDepositor, constitutes a valid, legal and binding obligation of the Trustee, enforceable against the Trustee in accordance with the terms hereof, subject to (A) applicable bankruptcy, insolvency, reorganization, moratorium and other laws affecting the enforcement of creditors' rights generally, and (B) general principles of equity, regardless of whether such enforcement is considered in a proceeding in equity or at law. (v) The Trustee is not in violation of, and its execution and delivery of this Agreement and its performance and compliance with the terms of this Agreement will not constitute a violation of, any law, any order or decree of any court or arbiter, or any order, regulation or demand of any federal, state or local governmental or regulatory authority, which violation is likely to affect materially and adversely either the ability of the Trustee to perform its obligations under this Agreement or the financial condition of the Trustee. (vi) No litigation is pending or, to the best of the Trustee's knowledge, threatened, threatened against the Trustee which would prohibit the Trustee from entering into this Agreement or is likely to materially and adversely affect either the ability of the Trustee to perform its obligations under this Agreement or the financial condition of the Trustee. (vii) The Underlying Pooled Certificates will be held by in the Trustee through Trustee's account at the DepositoryFederal Reserve Bank in Cleveland, Ohio; the information relating to the Underlying Pooled Certificates set forth on Schedule A hereto conforms to information set forth in the Prospectus dated June 28, 2007 and the Prospectus Xxxxxxx Mac Offering Circular Supplement dated August 30October 18, 2007 2005 for the Underlying Group I, Underlying Group II and Underlying Group III Certificates, the Prospectus dated June 28, 2007 and the Prospectus Supplement dated September 17, 2007 for the Underlying Group IV Certificates, the Prospectus dated March 14, 2007 and the Prospectus Supplement dated March 29, 2007 for the Underlying Group V Certificates, and Prospectus dated June 26, 2007, the Prospectus Supplement dated June 28, 2007 and the Supplement to the Prospectus Supplement, dated July 11, 2007, for the Underlying Group VI Pooled Certificates; it has acquired the Underlying Pooled Certificates on behalf of the Certificateholders from the Depositor in good faith, for value, and, to the best of the Trustee's knowledge, without notice or actual knowledge of any adverse claim, lien, charge, encumbrance or security interest (including, without limitation, federal tax liens or liens arising under ERISA); it has not and will not, in any capacity except as Trusteetrustee, on behalf of the Certificateholders, assert any claim or interest in the Underlying Pooled Certificates and will hold such Underlying Pooled Certificates and the proceeds thereof in trust pursuant to the terms of this Agreement; and it has not encumbered or transferred its right, title or interest in the Underlying Pooled Certificates. (viii) Pursuant to the authorization contained herein, the Trustee has entered into the Interest Rate Cap on behalf of the Certificateholders; and it has not and will not, in any capacity, except as trustee on behalf of the Certificateholders, assert any claim or interest in the Interest Rate Cap and will hold the Interest Rate Cap and the proceeds thereof in trust pursuant to the terms of this Agreement. (c) It is understood and agreed that the foregoing representations and warranties shall survive the execution and delivery of this Agreement. Upon discovery by any either party hereto of a breach of any of the foregoing representations and warranties which materially and adversely affects the interests of the Certificateholders or any either party hereto, the party discovering such breach will give prompt written notice thereof to the other parties party hereto and to the Certificateholders. Within thirty (30) days of the earlier of either discovery by or notice to the Depositor of any breach of a representation or warranty of the Depositor that materially and adversely affects the interests of the Certificateholders, the Depositor shall use its best efforts promptly to cure such breach in all material respects and, if such breach cannot be cured and it relates to an Underlying Certificatecured, the Depositor shall, at the election of the Majority Certificateholders, repurchase each Pooled Certificate affected by the Underlying Certificates breach at the Repurchase Price; provided that, in the case of an Underlying Certificate (other than an Underlying Group V Certificate), if such breach would cause the Underlying Certificate to be other than a "qualified mortgage" as defined in Section 860G(a)(3)(A) of the Code and Treasury Regulation Section 1.860G-2(a)(1), (2), (4), (5), (6), (7) and (9), without reliance on the provisions of Treasury Regulation Section 1.860G-2(a)(3) or Treasury Regulation Section 1.860G-2(f)(2) or any other provision that would allow a Underlying Certificate to be treated as a "qualified mortgage" notwithstanding its failure to meet the requirements of Section 860G(a)(3)(A) of the Code and Treasury Regulation Section 1.860G-2(a)(1), (2), (4), (5), (6), (7) and (9), any such cure or repurchase must occur within 90 days from the date such breach was discovered. If the Depositor is to repurchase the Underlying Pooled Certificates, the Trustee shall promptly determine the Repurchase Price in accordance with the definition thereof. Repurchase of any of the Underlying Pooled Certificates pursuant to the foregoing provisions of this Section 2.03(c) shall be accomplished by (i) deposit by the Depositor in the Certificate Account on the Business Day prior to the next succeeding Distribution Date of the amount of the Repurchase Price, (ii) amending the definition of "Pooled Certificates" and (iii) amending Schedule A hereto to remove such deleted Pooled Certificate.

Representations and Warranties of the Depositor and the Trustee. (a) The Depositor hereby represents and warrants to the Trustee and for the benefit of the Certificateholders, as of the Closing Date, that: (i) The Depositor is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware, and the Depositor is possessed of all licenses necessary to carry on its business. (ii) The execution and delivery of this Agreement by the Depositor, and the performance and compliance with the terms of this Agreement by the Depositor, will not violate the Depositor's certificate of incorporation or bylaws or constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, or result in the breach of, any material agreement or other instrument to which it is a party or which is applicable to it or any of its assets. (iii) The Depositor has the full right, power and authority to enter into and consummate all transactions contemplated by this Agreement, including but not limited to selling the Underlying Certificates to the Trustee, has duly authorized the execution, delivery and performance of this Agreement, and has duly executed and delivered this Agreement. (iv) This Agreement, assuming due authorization, execution and delivery by the Trustee, constitutes a valid, legal and binding obligation of the Depositor, enforceable against the Depositor in accordance with the terms hereof, subject to (A) applicable bankruptcy, insolvency, reorganization, moratorium and other laws affecting the enforcement of creditors' rights generally, and (B) general principles of equity, regardless of whether such enforcement is considered in a proceeding in equity or at law. (v) The Depositor is not in violation of, and its execution and delivery of this Agreement and its performance and compliance with the terms of this Agreement will not constitute a violation of, any law, any order or decree of any court or arbiter, or any order, regulation or demand of any federal, state or local governmental or regulatory authority, which violation is likely to affect materially and adversely either the ability of the Depositor to perform its obligations under this Agreement or the financial condition of the Depositor. (vi) No litigation is pending or, to the best of the Depositor's knowledge, threatened, against the Depositor which, if determined adversely to the Depositor, would prohibit the Depositor from entering into this Agreement or is likely to materially and adversely affect either the ability of the Depositor to perform its obligations under this Agreement or the financial condition of the Depositor. (vii) The Depositor was, immediately prior to the transfer of the Underlying Certificates to the Trustee on behalf of the Trust, the sole owner thereof free and clear of any lien, pledge, charge or encumbrance of any kind. (viii) The Depositor acquired the Underlying Certificates in good faith without notice of any adverse claim, lien, charge, encumbrance or security interest (including without limitation, federal tax liens or liens arising under ERISA). (ix) The Depositor has not assigned any interest in the Underlying Certificates or any distributions thereon, except as contemplated herein. (x) The Trustee will be entitled to distributions under the Underlying Agreements Agreement equal to all distributions of interest and principal made on the Underlying Certificates. (xi) The information relating to the Underlying Certificates set forth in Schedule A is true and correct in all material respects. (xii) The transfer of the Underlying Certificates by the Depositor to the Trustee on behalf of the Trust pursuant to this Agreement is an absolute sale. The Underlying Certificates have been reregistered in the name of the Trustee, on behalf of the Certificateholders, through the facilities of the Depositary. (xiii) Each of the Underlying Group I Certificates, Underlying Group II Certificates, Underlying Group III Certificates, Underlying Group IV Certificates and Underlying Group VI Certificates constitutes a "qualified mortgage" under Section 860G(a)(3)(A) of the Code and Treasury Regulation Section 1.860G-2(a)(1), (2), (4), (5), (6), (7) and (9) without reliance on the provisions of Treasury Regulations Section 1.860G-2(a)(3) or Treasury Regulations Section 1.860G-2(f)(2) or any other provision that would allow such Underlying Certificate to be treated as a "qualified mortgage" notwithstanding its failure to meet the requirements of Section 860G(a)(3)(A) of the Code and Treasury Regulation Section 1.860G-2(a)(1), (2), (4), (5), (6), (7) and (9). (xiv) The Depositor has no actual knowledge after reasonable inquiry that the Underlying Certificates (1) were not validly issued by the related Underlying Trust, (2) are not outstanding, (3) are not the legal, valid, binding and enforceable obligation of the related Underlying Trust, and (4) are not entitled to the benefits of the Underlying Agreements Agreement pursuant to which such Underlying Certificates were issued (except as limited by bankruptcy, insolvency or other similar laws affecting the enforcement of creditors' rights generally or in accordance with general equitable principles). (b) The Trustee hereby represents and warrants to the Depositor and for the benefit of the Certificateholders, as of the Closing Date, that: (i) The Trustee is a national banking association, duly organized and validly existing under the laws of the United States of America. (ii) The execution and delivery of this Agreement by the Trustee, and the performance and compliance with the terms of this Agreement by the Trustee, will not violate the Trustee's charter or bylaws or constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, or result in the breach of, any material agreement or other instrument to which it is a party or which is applicable to it or any of its assets. (iii) The Trustee has the full power and authority to enter into and consummate all transactions contemplated by this Agreement, has duly authorized the execution, delivery and performance of this Agreement, and has duly executed and delivered this Agreement. (iv) This Agreement, assuming due authorization, execution and delivery by the Depositor and the Trustee, constitutes a valid, legal and binding obligation of the Trustee, enforceable against the Trustee in accordance with the terms hereof, subject to (A) applicable bankruptcy, insolvency, reorganization, moratorium and other laws affecting the enforcement of creditors' rights generally, and (B) general principles of equity, regardless of whether such enforcement is considered in a proceeding in equity or at law. (v) The Trustee is not in violation of, and its execution and delivery of this Agreement and its performance and compliance with the terms of this Agreement will not constitute a violation of, any law, any order or decree of any court or arbiter, or any order, regulation or demand of any federal, state or local governmental or regulatory authority, which violation is likely to affect materially and adversely either the ability of the Trustee to perform its obligations under this Agreement or the financial condition of the Trustee. (vi) No litigation is pending or, to the best of the Trustee's knowledge, threatened, against the Trustee which would prohibit the Trustee from entering into this Agreement or is likely to materially and adversely affect either the ability of the Trustee to perform its obligations under this Agreement or the financial condition of the Trustee. (vii) The Underlying Certificates will be held by the Trustee through the Depository, the information relating to the Underlying Certificates set forth on Schedule A hereto conforms to information set forth in the Prospectus dated June 28March 20, 2007 and the Prospectus Supplement dated August 30April 26, 2007 for the Underlying Group I, Underlying Group II and Underlying Group III Certificates, the Prospectus dated June 28, 2007 and the Prospectus Supplement dated September 17, 2007 for the Underlying Group IV Certificates, the Prospectus dated March 14, 2007 and the Prospectus Supplement dated March 29, 2007 for the Underlying Group V Certificates, and Prospectus dated June 26, 2007, the Prospectus Supplement dated June 28, 2007 and the Supplement to the Prospectus Supplement, dated July 11, 2007, for the Underlying Group VI Certificates; it has acquired the Underlying Certificates from the Depositor in good faith, for value, and, to the best of the Trustee's knowledge, without notice or actual knowledge of any adverse claim, lien, charge, encumbrance or security interest (including, without limitation, federal tax liens or liens arising under ERISA); it has not and will not, in any capacity except as Trustee, on behalf of the Certificateholders, assert any claim or interest in the Underlying Certificates and will hold such Underlying Certificates and the proceeds thereof in trust pursuant to the terms of this Agreement; and it has not encumbered or transferred its right, title or interest in the Underlying Certificates. (c) It is understood and agreed that the foregoing representations and warranties shall survive the execution and delivery of this Agreement. Upon discovery by any party hereto of a breach of any of the foregoing representations and warranties which materially and adversely affects the interests of the Certificateholders or any party hereto, the party discovering such breach will give prompt written notice thereof to the other parties hereto and the Certificateholders. Within thirty (30) days of the earlier of either discovery by or notice to the Depositor of any breach of a representation or warranty of the Depositor that materially and adversely affects the interests of the Certificateholders, the Depositor shall use its best efforts promptly to cure such breach in all material respects and, if such breach cannot be cured and it relates to an Underlying Certificate, the Depositor shall, at the election of the Majority Certificateholders, repurchase the Underlying Certificates at the Repurchase Price; provided that, in the case of an Underlying Certificate (other than an Underlying Group V Certificate), if such breach would cause the Underlying Certificate to be other than a "qualified mortgage" as defined in Section 860G(a)(3)(A) of the Code and Treasury Regulation Section 1.860G-2(a)(1), (2), (4), (5), (6), (7) and (9), without reliance on the provisions of Treasury Regulation Section 1.860G-2(a)(3) or Treasury Regulation Section 1.860G-2(f)(2) or any other provision that would allow a Underlying Certificate to be treated as a "qualified mortgage" notwithstanding its failure to meet the requirements of Section 860G(a)(3)(A) of the Code and Treasury Regulation Section 1.860G-2(a)(1), (2), (4), (5), (6), (7) and (9), any such cure or repurchase must occur within 90 days from the date such breach was discovered. If the Depositor is to repurchase the Underlying Certificates, the Trustee shall promptly determine the Repurchase Price in accordance with the definition thereof. Repurchase of the Underlying Certificates pursuant to the foregoing provisions of this Section 2.03(c) shall be accomplished by deposit by the Depositor in the Certificate Account on the Business Day prior to the next succeeding Distribution Date of the amount of the Repurchase Price.

Representations and Warranties of the Depositor and the Trustee. (a) The Depositor hereby represents and warrants to the Trustee and for the benefit of the Certificateholders, as of the Closing Date, that: (i) The Depositor is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware, and the Depositor is possessed of all licenses necessary to carry on its business. (ii) The execution and delivery of this Agreement by the Depositor, and the performance and compliance with the terms of this Agreement by the Depositor, will not violate the Depositor's certificate of incorporation or bylaws or constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, or result in the breach of, any material agreement or other instrument to which it is a party or which is applicable to it or any of its assets. (iii) The Depositor has the full right, power and authority to enter into and consummate all transactions contemplated by this Agreement, including but not limited to selling the Underlying Pooled Certificates to the Trustee, has duly authorized the execution, delivery and performance of this Agreement, and has duly executed and delivered this Agreement. (iv) This Agreement, assuming due authorization, execution and delivery by the Trustee, constitutes a valid, legal and binding obligation of the Depositor, enforceable against the Depositor in accordance with the terms hereof, subject to (A) applicable bankruptcy, insolvency, reorganization, moratorium and other laws affecting the enforcement of creditors' rights generally, and (B) general principles of equity, regardless of whether such enforcement is considered in a proceeding in equity or at law. (v) The Depositor is not in violation of, and its execution and delivery of this Agreement and its performance and compliance with the terms of this Agreement will not constitute a violation of, any law, any order or decree of any court or arbiter, or any order, regulation or demand of any federal, state or local governmental or regulatory authority, which violation is likely to affect materially and adversely either the ability of the Depositor to perform its obligations under this Agreement or the financial condition of the Depositor. (vi) No litigation is pending or, to the best of the Depositor's knowledge, threatened, threatened against the Depositor which, if determined adversely to the Depositor, would prohibit the Depositor from entering into this Agreement or is likely to materially and adversely affect either the ability of the Depositor to perform its obligations under this Agreement or the financial condition of the Depositor. (vii) The Depositor was, immediately prior to the transfer of the Underlying Pooled Certificates to the Trustee on behalf of the TrustTrustee, the sole owner thereof free and clear of any lien, pledge, charge or encumbrance of any kindkind (except any lien created by this Agreement). (viii) The Depositor acquired the Underlying Pooled Certificates in good faith without notice of any adverse claim, lien, charge, encumbrance or security interest (including without limitation, federal tax liens or liens arising under ERISA). (ix) The Depositor has not assigned any interest in the Underlying Pooled Certificates or any distributions thereon, except as contemplated herein. (x) The Trustee Trustee, in its capacity as a Pooled Certificateholder, will be entitled to distributions under the Underlying Agreements equal to all distributions of interest and principal made on the Underlying Pooled Certificates. (xi) As of the Closing Date, the Pooled Certificates having principal balances have an aggregate principal balance greater than or equal to the Original Principal Balance. (xii) The information relating to the Underlying Pooled Certificates set forth in Schedule A is true and correct in all material respects. (xiixiii) The transfer Each Pooled Certificate is an Uncertificated Security (as such term is defined in Article 8 of the Underlying Certificates by Uniform Commercial Code) registered on the Depositor to the Trustee on behalf books of the Trust pursuant to this Agreement is an absolute sale. The Underlying Certificates have been reregistered Federal Reserve Banks in the name of the Trustee, Trustee or its financial intermediary on behalf of the Certificateholders, through the facilities of the DepositaryTrustee. (xiiixiv) Each The Pooled Certificates, with the exception of the Underlying Group I Certificates, Underlying Group II Certificates, Underlying Group III Certificates, Underlying Group IV Pooled FNMA 252-CL/2 Certificates and Underlying Group VI Certificates constitutes a "qualified mortgage" under Section 860G(a)(3)(A) of the Code and Treasury Regulation Section 1.860G-2(a)(1), (2), (4), (5), (6), (7) and (9) without reliance on the provisions of Treasury Regulations Section 1.860G-2(a)(3) or Treasury Regulations Section 1.860G-2(f)(2) or any other provision that would allow such Underlying Certificate to be treated which have been structured as a "qualified mortgage" notwithstanding its failure to meet the requirements stripped bond or a stripped coupon, are REMIC regular interests or represent beneficial ownership of Section 860G(a)(3)(A) of the Code REMIC regular interests (a Modifiable and Treasury Regulation Section 1.860G-2(a)(1), (2), (4), (5), (6), (7) and (9Combinable REMIC class). (xivxv) The Depositor has no actual knowledge after reasonable inquiry that the Underlying Certificates (a) each trust issuing each Pooled Certificate was not duly created and is not validly existing and (b) each Pooled Certificate (1) were was not validly issued by the related Underlying Trust, such trust and (2) are is not outstanding, (3) are is not the legal, valid, binding and enforceable obligation of the related Underlying Trust, such trust and (4) are is not entitled to the benefits of the Underlying Agreements pooling and servicing agreement, indenture, trust agreement or other document pursuant to which such Underlying Certificates were Pooled Certificate was issued (except as limited by bankruptcy, insolvency or other similar laws affecting the enforcement of creditors' rights generally or to the extent that such enforceability may be subject to the exercise of judicial discretion in accordance with general equitable principles). (b) The Trustee hereby represents and warrants to the Depositor and for the benefit of the Certificateholders, as of the Closing Date, that: (i) The Trustee is a national banking association, duly organized and validly existing under the laws of the United States of America. (ii) The execution and delivery of this Agreement by the Trustee, and the performance and compliance with the terms of this Agreement by the Trustee, will not violate the Trustee's charter or bylaws or constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, or result in the breach of, any material agreement or other instrument to which it is a party or which is applicable to it or any of its assets. (iii) The Trustee has the full power and authority to enter into and consummate all transactions contemplated by this Agreement, has duly authorized the execution, delivery and performance of this Agreement, and has duly executed and delivered this Agreement. (iv) This Agreement, assuming due authorization, execution and delivery by the Depositor and the TrusteeDepositor, constitutes a valid, legal and binding obligation of the Trustee, enforceable against the Trustee in accordance with the terms hereof, subject to (A) applicable bankruptcy, insolvency, reorganization, moratorium and other laws affecting the enforcement of creditors' rights generally, and (B) general principles of equity, regardless of whether such enforcement is considered in a proceeding in equity or at law. (v) The Trustee is not in violation of, and its execution and delivery of this Agreement and its performance and compliance with the terms of this Agreement will not constitute a violation of, any law, any order or decree of any court or arbiter, or any order, regulation or demand of any federal, state or local governmental or regulatory authority, which violation is likely to affect materially and adversely either the ability of the Trustee to perform its obligations under this Agreement or the financial condition of the Trustee. (vi) No litigation is pending or, to the best of the Trustee's knowledge, threatened, threatened against the Trustee which would prohibit the Trustee from entering into this Agreement or is likely to materially and adversely affect either the ability of the Trustee to perform its obligations under this Agreement or the financial condition of the Trustee. (vii) The Underlying Pooled Certificates will be held by in the Trustee through Trustee's account at the DepositoryFederal Reserve Bank in Minneapolis, Minnesota; the information relating to the Underlying Pooled Certificates set forth on Schedule A hereto conforms to information set forth in on the Prospectus dated June 28, 2007 face of the Pooled Certificates and the Prospectus Supplement dated August 30most recent Pooled Certificate Distribution Date Statements, 2007 for the Underlying Group I, Underlying Group II and Underlying Group III Certificates, the Prospectus dated June 28, 2007 and the Prospectus Supplement dated September 17, 2007 for the Underlying Group IV Certificates, the Prospectus dated March 14, 2007 and the Prospectus Supplement dated March 29, 2007 for the Underlying Group V Certificates, and Prospectus dated June 26, 2007, the Prospectus Supplement dated June 28, 2007 and the Supplement to the Prospectus Supplement, dated July 11, 2007, for the Underlying Group VI Certificatesas applicable; it has acquired the Underlying Pooled Certificates on behalf of the Certificateholders from the Depositor in good faith, for value, and, to the best of the Trustee's knowledge, without notice or actual knowledge of any adverse claim, lien, charge, encumbrance or security interest (including, without limitation, federal tax liens or liens arising under ERISA); it has not and will not, in any capacity except as Trustee, on behalf of the Certificateholderscapacity, assert any claim or interest in the Underlying Pooled Certificates and will hold such Underlying Pooled Certificates and the proceeds thereof in trust pursuant to the terms of this Agreement; and it has not encumbered or transferred its right, title or interest in the Underlying Pooled Certificates. (c) It is understood and agreed that the foregoing representations and warranties shall survive the execution and delivery of this Agreement. Upon discovery by any either party hereto of a breach of any of the foregoing representations and warranties which materially and adversely affects the interests of the Certificateholders or any either party hereto, the party discovering such breach will give prompt written notice thereof to the other parties party hereto and to the Certificateholders. Within thirty (30) days of the earlier of either discovery by or notice to the Depositor of any breach of a representation or warranty of the Depositor that materially and adversely affects the interests of the Certificateholders, the Depositor shall use its best efforts promptly to cure such breach in all material respects and, if such breach cannot be cured and it relates to an Underlying Certificatecured, the Depositor shall, at the election of the Majority Certificateholders, repurchase each Pooled Certificate affected by the Underlying Certificates breach at the Repurchase Price; provided that, in the case of an Underlying Certificate (other than an Underlying Group V Certificate), if such breach would cause the Underlying Certificate to be other than a "qualified mortgage" as defined in Section 860G(a)(3)(A) of the Code and Treasury Regulation Section 1.860G-2(a)(1), (2), (4), (5), (6), (7) and (9), without reliance on the provisions of Treasury Regulation Section 1.860G-2(a)(3) or Treasury Regulation Section 1.860G-2(f)(2) or any other provision that would allow a Underlying Certificate to be treated as a "qualified mortgage" notwithstanding its failure to meet the requirements of Section 860G(a)(3)(A) of the Code and Treasury Regulation Section 1.860G-2(a)(1), (2), (4), (5), (6), (7) and (9), any such cure or repurchase must occur within 90 days from the date such breach was discovered. If the Depositor is to repurchase the Underlying Pooled Certificates, the Trustee shall promptly determine the Repurchase Price in accordance with the definition thereof. Repurchase of any of the Underlying Pooled Certificates pursuant to the foregoing provisions of this Section 2.03(c) shall be accomplished by (i) deposit by the Depositor in the Certificate Account on the Business Day prior to the next succeeding Distribution Date of the amount of the Repurchase PricePrice and (ii) amending Schedule A hereto to remove the related Deleted Pooled Certificates.

Representations and Warranties of the Depositor and the Trustee. (a) The Depositor hereby represents and warrants to the Trustee and the Securities Administrator and for the benefit of the Certificateholders, as of the Closing Date, that: (i) The Depositor is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware, and the Depositor is possessed of all licenses necessary to carry on its business. (ii) The execution and delivery of this Agreement by the Depositor, and the performance and compliance with the terms of this Agreement by the Depositor, will not violate the Depositor's ’s certificate of incorporation or bylaws or constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, or result in the breach of, any material agreement or other instrument to which it is a party or which is applicable to it or any of its assets. (iii) The Depositor has the full right, power and authority to enter into and consummate all transactions contemplated by this Agreement, including but not limited to selling the Underlying Certificates Certificate to the Trustee, has duly authorized the execution, delivery and performance of this Agreement, and has duly executed and delivered this Agreement. (iv) This Agreement, assuming due authorization, execution and delivery by the Trustee, constitutes a valid, legal and binding obligation of the Depositor, enforceable against the Depositor in accordance with the terms hereof, subject to (A) applicable bankruptcy, insolvency, reorganization, moratorium and other laws affecting the enforcement of creditors' ’ rights generally, and (B) general principles of equity, regardless of whether such enforcement is considered in a proceeding in equity or at law. (v) The Depositor is not in violation of, and its execution and delivery of this Agreement and its performance and compliance with the terms of this Agreement will not constitute a violation of, any law, any order or decree of any court or arbiter, or any order, regulation or demand of any federal, state or local governmental or regulatory authority, which violation is likely to affect materially and adversely either the ability of the Depositor to perform its obligations under this Agreement or the financial condition of the Depositor. (vi) No litigation is pending or, to the best of the Depositor's ’s knowledge, threatened, threatened against the Depositor which, if determined adversely to the Depositor, would prohibit the Depositor from entering into this Agreement or is likely to materially and adversely affect either the ability of the Depositor to perform its obligations under this Agreement or the financial condition of the Depositor. (vii) The Depositor was, immediately prior to the transfer of the Underlying Certificates Certificate to the Trustee on behalf of the TrustTrustee, the sole owner thereof free and clear of any lien, pledge, charge or encumbrance of any kindkind (except any lien created by this Agreement). (viii) The Depositor acquired the Underlying Certificates Certificate in good faith without notice of any adverse claim, lien, charge, encumbrance or security interest (including without limitation, federal tax liens or liens arising under ERISA). (ix) The Depositor has not assigned any interest in the Underlying Certificates Certificate or any distributions thereon, except as contemplated herein. (x) The Trustee Securities Administrator, on behalf of the Trustee, will be entitled to distributions under the Underlying Agreements Agreement equal to all distributions of interest and principal made on the Underlying CertificatesCertificate. (xi) The information relating to the Underlying Certificates Certificate set forth in Schedule A is true and correct in all material respects. (xii) The transfer Underlying Certificate is registered on the books of the Underlying Certificates by the Depositor to the Trustee on behalf of the Trust pursuant to this Agreement is an absolute sale. The Underlying Certificates have been reregistered Federal Reserve Banks in the name of the Trustee, Trustee or its financial intermediary on behalf of the Certificateholders, through the facilities of the DepositaryTrustee. (xiii) Each The Wxxxx Fargo 2006-AR6 Class VII-A-1 Certificates are “regular interests” in a real estate mortgage investment conduit within the meaning of the Underlying Group I Certificates, Underlying Group II Certificates, Underlying Group III Certificates, Underlying Group IV Certificates and Underlying Group VI Certificates constitutes a "qualified mortgage" under Section 860G(a)(3)(A860G(a)(1) of the Code and Treasury Regulation Section 1.860G-2(a)(1), (2), (4), (5), (6), (7) and (9) without reliance on the provisions of Treasury Regulations Section 1.860G-2(a)(3) or Treasury Regulations Section 1.860G-2(f)(2) or any other provision that would allow such Underlying Certificate to be treated as a "qualified mortgage" notwithstanding its failure to meet the requirements of Section 860G(a)(3)(A) of the Code and Treasury Regulation Section 1.860G-2(a)(1), (2), (4), (5), (6), (7) and (9)Code. (xiv) The Depositor has no actual knowledge after reasonable inquiry that the Underlying Wxxxx Fargo 2006-AR6 Class VII-A-1 Certificates (1) were not validly issued by the related Underlying Wxxxx Fargo Mortgage Backed Securities 2006-AR6 Trust, (2) are not outstanding, (3) are not the legal, valid, binding and enforceable obligation of the related Underlying Wxxxx Fargo Mortgage Backed Securities 2006-AR6 Trust, and (4) are not entitled to the benefits of the Underlying Agreements Agreement pursuant to which such Underlying Wxxxx Fargo 2006-AR6 Class VII-A-1 Certificates were issued (except as limited by bankruptcy, insolvency or other similar laws affecting the enforcement of creditors' ’ rights generally or to the extent that such enforceability may be subject to the exercise of judicial discretion in accordance with general equitable principles). (b) The Trustee hereby represents and warrants to the Depositor and for the benefit of the Certificateholders, as of the Closing Date, that: (i) The Trustee is a national banking association, duly organized and validly existing under the laws of the United States of America. (ii) The execution and delivery of this Agreement by the Trustee, and the performance and compliance with the terms of this Agreement by the Trustee, will not violate the Trustee's ’s charter or bylaws or constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, or result in the breach of, any material agreement or other instrument to which it is a party or which is applicable to it or any of its assets. (iii) The Trustee has the full power and authority to enter into and consummate all transactions contemplated by this Agreement, has duly authorized the execution, delivery and performance of this Agreement, and has duly executed and delivered this Agreement. (iv) This Agreement, assuming due authorization, execution and delivery by the Depositor and the TrusteeDepositor, constitutes a valid, legal and binding obligation of the Trustee, enforceable against the Trustee in accordance with the terms hereof, subject to (A) applicable bankruptcy, insolvency, reorganization, moratorium and other laws affecting the enforcement of creditors' ’ rights generally, and (B) general principles of equity, regardless of whether such enforcement is considered in a proceeding in equity or at law. (v) The Trustee is not in violation of, and its execution and delivery of this Agreement and its performance and compliance with the terms of this Agreement will not constitute a violation of, any law, any order or decree of any court or arbiter, or any order, regulation or demand of any federal, state or local governmental or regulatory authority, which violation is likely to affect materially and adversely either the ability of the Trustee to perform its obligations under this Agreement or the financial condition of the Trustee. (vi) No litigation is pending or, to the best of the Trustee's ’s knowledge, threatened, threatened against the Trustee which would prohibit the Trustee from entering into this Agreement or is likely to materially and adversely affect either the ability of the Trustee to perform its obligations under this Agreement or the financial condition of the Trustee. (vii) The Underlying Certificates Certificate will be held by the Trustee Securities Administrator through the Depository, Depository or its nominee; the information relating to the Underlying Certificates Certificate set forth on Schedule A hereto conforms to information set forth in the Prospectus dated June 28March 20, 2007 and the Prospectus Supplement dated August 302006, 2007 for the Underlying Group I, Underlying Group II and Underlying Group III Certificates, the Prospectus dated June 28, 2007 and the Prospectus Supplement dated September 17, 2007 for the Underlying Group IV Certificates, the Prospectus dated March 14, 2007 and the Prospectus Supplement dated March 2924, 2007 for the Underlying Group V Certificates, and Prospectus dated June 26, 2007, the Prospectus Supplement dated June 28, 2007 2006 and the Supplement to the Prospectus Supplementdated April 10, dated July 11, 2007, 2006 for the Underlying Group VI Wxxxx Fargo 2006-AR6 Class VII-A-1 Certificates; it has acquired the Underlying Certificates Certificate on behalf of the Certificateholders from the Depositor in good faith, for value, and, to the best of the Trustee's Securities Administrator’s knowledge, without notice or actual knowledge of any adverse claim, lien, charge, encumbrance or security interest (including, without limitation, federal tax liens or liens arising under ERISA); it has not and will not, in any capacity except as Trusteesecurities administrator, on behalf of the Certificateholders, assert any claim or interest in the Underlying Certificates Certificate and will hold such Underlying Certificates Certificate and the proceeds thereof in trust pursuant to the terms of this Agreement; and it has not encumbered or transferred its right, title or interest in the Underlying CertificatesCertificate. (c) It is understood and agreed that the foregoing representations and warranties shall survive the execution and delivery of this Agreement. Upon discovery by any either party hereto of a breach of any of the foregoing representations and warranties which materially and adversely affects the interests of the Certificateholders or any either party hereto, the party discovering such breach will give prompt written notice thereof to the other parties party hereto and to the Certificateholders. Within thirty (30) days of the earlier of either discovery by or notice to the Depositor of any breach of a representation or warranty of the Depositor that materially and adversely affects the interests of the Certificateholders, the Depositor shall use its best efforts promptly to cure such breach in all material respects and, if such breach cannot be cured and it relates to an Underlying Certificatecured, the Depositor shall, at the election of the Majority Certificateholders, repurchase the Underlying Certificates Certificate at the Repurchase Price; provided that, in the case of an Underlying Certificate (other than an Underlying Group V Certificate), if such breach would cause the Underlying Certificate to be other than a "qualified mortgage" as defined in Section 860G(a)(3)(A) of the Code and Treasury Regulation Section 1.860G-2(a)(1), (2), (4), (5), (6), (7) and (9), without reliance on the provisions of Treasury Regulation Section 1.860G-2(a)(3) or Treasury Regulation Section 1.860G-2(f)(2) or any other provision that would allow a Underlying Certificate to be treated as a "qualified mortgage" notwithstanding its failure to meet the requirements of Section 860G(a)(3)(A) of the Code and Treasury Regulation Section 1.860G-2(a)(1), (2), (4), (5), (6), (7) and (9), any such cure or repurchase must occur within 90 days from the date such breach was discovered. If the Depositor is to repurchase the Underlying CertificatesCertificate, the Trustee Securities Administrator shall promptly determine the Repurchase Price in accordance with the definition thereof. Repurchase of the Underlying Certificates Certificate pursuant to the foregoing provisions of this Section 2.03(c) shall be accomplished by deposit by the Depositor in the Certificate Account on the Business Day prior to the next succeeding Distribution Date of the amount of the Repurchase Price.

Representations and Warranties of the Depositor and the Trustee. (a) The Depositor hereby represents and warrants to the Trustee and for the benefit of the Certificateholders, as of the Closing Date, that: (i) The Depositor is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware, and the Depositor is possessed of all licenses necessary to carry on its business. (ii) The execution and delivery of this Agreement by the Depositor, and the performance and compliance with the terms of this Agreement by the Depositor, will not violate the Depositor's certificate of incorporation or bylaws or constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, or result in the breach of, any material agreement or other instrument to which it is a party or which is applicable to it or any of its assets. (iii) The Depositor has the full right, power and authority to enter into and consummate all transactions contemplated by this Agreement, including but not limited to selling the Underlying Pooled Certificates to the Trustee, has duly authorized the execution, delivery and performance of this Agreement, and has duly executed and delivered this Agreement. (iv) This Agreement, assuming due authorization, execution and delivery by the Trustee, constitutes a valid, legal and binding obligation of the Depositor, enforceable against the Depositor in accordance with the terms hereof, subject to (A) applicable bankruptcy, insolvency, reorganization, moratorium and other laws affecting the enforcement of creditors' rights generally, and (B) general principles of equity, regardless of whether such enforcement is considered in a proceeding in equity or at law. (v) The Depositor is not in violation of, and its execution and delivery of this Agreement and its performance and compliance with the terms of this Agreement will not constitute a violation of, any law, any order or decree of any court or arbiter, or any order, regulation or demand of any federal, state or local governmental or regulatory authority, which violation is likely to affect materially and adversely either the ability of the Depositor to perform its obligations under this Agreement or the financial condition of the Depositor. (vi) No litigation is pending or, to the best of the Depositor's knowledge, threatened, threatened against the Depositor which, if determined adversely to the Depositor, would prohibit the Depositor from entering into this Agreement or is likely to materially and adversely affect either the ability of the Depositor to perform its obligations under this Agreement or the financial condition of the Depositor. (vii) The Depositor was, immediately prior to the transfer of the Underlying Pooled Certificates to the Trustee on behalf of the TrustTrustee, the sole owner thereof free and clear of any lien, pledge, charge or encumbrance of any kindkind (except any lien created by this Agreement). (viii) The Depositor acquired the Underlying Pooled Certificates in good faith without notice of any adverse claim, lien, charge, encumbrance or security interest (including without limitation, federal tax liens or liens arising under ERISA). (ix) The Depositor has not assigned any interest in the Underlying Pooled Certificates or any distributions thereon, except as contemplated herein. (x) The Trustee Trustee, in its capacity as a Pooled Certificateholder, will be entitled to distributions under the Underlying Agreements equal to all distributions of interest and principal made on the Underlying Pooled Certificates. (xi) As of the Closing Date, the Pooled FNMA Certificates have an aggregate principal balance greater than or equal to the Original Principal Balance. (xii) The information relating to the Underlying Pooled Certificates set forth in Schedule A is true and correct in all material respects. (xiixiii) The transfer Each Pooled Certificate is an Uncertificated Security (as such term is defined in Article 8 of the Underlying Certificates by Uniform Commercial Code) registered on the Depositor to the Trustee on behalf books of the Trust pursuant to this Agreement is an absolute sale. The Underlying Certificates have been reregistered Federal Reserve Banks in the name of the Trustee, Trustee or its financial intermediary on behalf of the Certificateholders, through the facilities of the DepositaryTrustee. (xiiixiv) Each The Pooled Certificates are REMIC regular interests or represent beneficial ownership of the Underlying Group I Certificates, Underlying Group II Certificates, Underlying Group III Certificates, Underlying Group IV Certificates REMIC regular interests (a Modifiable and Underlying Group VI Certificates constitutes a "qualified mortgage" under Section 860G(a)(3)(A) of the Code and Treasury Regulation Section 1.860G-2(a)(1), (2), (4), (5), (6), (7) and (9) without reliance on the provisions of Treasury Regulations Section 1.860G-2(a)(3) or Treasury Regulations Section 1.860G-2(f)(2) or any other provision that would allow such Underlying Certificate to be treated as a "qualified mortgage" notwithstanding its failure to meet the requirements of Section 860G(a)(3)(A) of the Code and Treasury Regulation Section 1.860G-2(a)(1), (2), (4), (5), (6), (7) and (9Combinable REMIC class). (xivxv) The Depositor has no actual knowledge after reasonable inquiry that the Underlying Certificates (a) each trust issuing each Pooled Certificate was not duly created and is not validly existing and (b) each Pooled Certificate (1) were was not validly issued by the related Underlying Trust, such trust and (2) are is not outstanding, (3) are is not the legal, valid, binding and enforceable obligation of the related Underlying Trust, such trust and (4) are is not entitled to the benefits of the Underlying Agreements pooling and servicing agreement, indenture, trust agreement or other document pursuant to which such Underlying Certificates were Pooled Certificate was issued (except as limited by bankruptcy, insolvency or other similar laws affecting the enforcement of creditors' rights generally or to the extent that such enforceability may be subject to the exercise of judicial discretion in accordance with general equitable principles). (b) The Trustee hereby represents and warrants to the Depositor and for the benefit of the Certificateholders, as of the Closing Date, that: (i) The Trustee is a national banking association, duly organized and validly existing under the laws of the United States of America. (ii) The execution and delivery of this Agreement by the Trustee, and the performance and compliance with the terms of this Agreement by the Trustee, will not violate the Trustee's charter or bylaws or constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, or result in the breach of, any material agreement or other instrument to which it is a party or which is applicable to it or any of its assets. (iii) The Trustee has the full power and authority to enter into and consummate all transactions contemplated by this Agreement, has duly authorized the execution, delivery and performance of this Agreement, and has duly executed and delivered this Agreement. (iv) This Agreement, assuming due authorization, execution and delivery by the Depositor and the TrusteeDepositor, constitutes a valid, legal and binding obligation of the Trustee, enforceable against the Trustee in accordance with the terms hereof, subject to (A) applicable bankruptcy, insolvency, reorganization, moratorium and other laws affecting the enforcement of creditors' rights generally, and (B) general principles of equity, regardless of whether such enforcement is considered in a proceeding in equity or at law. (v) The Trustee is not in violation of, and its execution and delivery of this Agreement and its performance and compliance with the terms of this Agreement will not constitute a violation of, any law, any order or decree of any court or arbiter, or any order, regulation or demand of any federal, state or local governmental or regulatory authority, which violation is likely to affect materially and adversely either the ability of the Trustee to perform its obligations under this Agreement or the financial condition of the Trustee. (vi) No litigation is pending or, to the best of the Trustee's knowledge, threatened, threatened against the Trustee which would prohibit the Trustee from entering into this Agreement or is likely to materially and adversely affect either the ability of the Trustee to perform its obligations under this Agreement or the financial condition of the Trustee. (vii) The Underlying Pooled Certificates will be held by in the Trustee through Trustee's account at the DepositoryFederal Reserve Bank in Minneapolis, Minnesota; the information relating to the Underlying Pooled Certificates set forth on Schedule A hereto conforms to information set forth in on the Prospectus dated June 28, 2007 face of the Pooled Certificates and the Prospectus Supplement dated August 30most recent Pooled Certificate Distribution Date Statements, 2007 for the Underlying Group I, Underlying Group II and Underlying Group III Certificates, the Prospectus dated June 28, 2007 and the Prospectus Supplement dated September 17, 2007 for the Underlying Group IV Certificates, the Prospectus dated March 14, 2007 and the Prospectus Supplement dated March 29, 2007 for the Underlying Group V Certificates, and Prospectus dated June 26, 2007, the Prospectus Supplement dated June 28, 2007 and the Supplement to the Prospectus Supplement, dated July 11, 2007, for the Underlying Group VI Certificatesas applicable; it has acquired the Underlying Pooled Certificates on behalf of the Certificateholders from the Depositor in good faith, for value, and, to the best of the Trustee's knowledge, without notice or actual knowledge of any adverse claim, lien, charge, encumbrance or security interest (including, without limitation, federal tax liens or liens arising under ERISA); it has not and will not, in any capacity except as Trustee, on behalf of the Certificateholderscapacity, assert any claim or interest in the Underlying Pooled Certificates and will hold such Underlying Pooled Certificates and the proceeds thereof in trust pursuant to the terms of this Agreement; and it has not encumbered or transferred its right, title or interest in the Underlying Pooled Certificates. (c) It is understood and agreed that the foregoing representations and warranties shall survive the execution and delivery of this Agreement. Upon discovery by any either party hereto of a breach of any of the foregoing representations and warranties which materially and adversely affects the interests of the Certificateholders or any either party hereto, the party discovering such breach will give prompt written notice thereof to the other parties party hereto and to the Certificateholders. Within thirty (30) days of the earlier of either discovery by or notice to the Depositor of any breach of a representation or warranty of the Depositor that materially and adversely affects the interests of the Certificateholders, the Depositor shall use its best efforts promptly to cure such breach in all material respects and, if such breach cannot be cured and it relates to an Underlying Certificatecured, the Depositor shall, at the election of the Majority Certificateholders, repurchase each Pooled Certificate affected by the Underlying Certificates breach at the Repurchase Price; provided that, in the case of an Underlying Certificate (other than an Underlying Group V Certificate), if such breach would cause the Underlying Certificate to be other than a "qualified mortgage" as defined in Section 860G(a)(3)(A) of the Code and Treasury Regulation Section 1.860G-2(a)(1), (2), (4), (5), (6), (7) and (9), without reliance on the provisions of Treasury Regulation Section 1.860G-2(a)(3) or Treasury Regulation Section 1.860G-2(f)(2) or any other provision that would allow a Underlying Certificate to be treated as a "qualified mortgage" notwithstanding its failure to meet the requirements of Section 860G(a)(3)(A) of the Code and Treasury Regulation Section 1.860G-2(a)(1), (2), (4), (5), (6), (7) and (9), any such cure or repurchase must occur within 90 days from the date such breach was discovered. If the Depositor is to repurchase the Underlying Pooled Certificates, the Trustee shall promptly determine the Repurchase Price in accordance with the definition thereof. Repurchase of any of the Underlying Pooled Certificates pursuant to the foregoing provisions of this Section 2.03(c) shall be accomplished by (i) deposit by the Depositor in the Certificate Account on the Business Day prior to the next succeeding Distribution Date of the amount of the Repurchase Price, (ii) amending the definitions of "Interest Distribution Amount" and/or "Principal Distribution Amount," as applicable and (iii) amending Schedule A hereto to remove the related Deleted Pooled Certificates.

Representations and Warranties of the Depositor and the Trustee. (a) The Depositor hereby represents and warrants to the Trustee and for the benefit of the Certificateholders, as of the Closing Date, that: (i) The Depositor is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware, and the Depositor is possessed of all licenses necessary to carry on its business. (ii) The execution and delivery of this Agreement by the Depositor, and the performance and compliance with the terms of this Agreement by the Depositor, will not violate the Depositor's certificate of incorporation or bylaws or constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, or result in the breach of, any material agreement or other instrument to which it is a party or which is applicable to it or any of its assets. (iii) The Depositor has the full right, power and authority to enter into and consummate all transactions contemplated by this Agreement, including but not limited to selling the Underlying Pooled Certificates to the Trustee, has duly authorized the execution, delivery and performance of this Agreement, and has duly executed and delivered this Agreement. (iv) This Agreement, assuming due authorization, execution and delivery by the Trustee, constitutes a valid, legal and binding obligation of the Depositor, enforceable against the Depositor in accordance with the terms hereof, subject to (A) applicable bankruptcy, insolvency, reorganization, moratorium and other laws affecting the enforcement of creditors' rights generally, and (B) general principles of equity, regardless of whether such enforcement is considered in a proceeding in equity or at law. (v) The Depositor is not in violation of, and its execution and delivery of this Agreement and its performance and compliance with the terms of this Agreement will not constitute a violation of, any law, any order or decree of any court or arbiter, or any order, regulation or demand of any federal, state or local governmental or regulatory authority, which violation is likely to affect materially and adversely either the ability of the Depositor to perform its obligations under this Agreement or the financial condition of the Depositor. (vi) No litigation is pending or, to the best of the Depositor's knowledge, threatened, threatened against the Depositor which, if determined adversely to the Depositor, would prohibit the Depositor from entering into this Agreement or is likely to materially and adversely affect either the ability of the Depositor to perform its obligations under this Agreement or the financial condition of the Depositor. (vii) The Depositor was, immediately prior to the transfer of the Underlying Pooled Certificates to the Trustee on behalf of the TrustTrustee, the sole owner thereof free and clear of any lien, pledge, charge or encumbrance of any kindkind (except any lien created by this Agreement). (viii) The Depositor acquired the Underlying Pooled Certificates in good faith without notice of any adverse claim, lien, charge, encumbrance or security interest (including without limitation, federal tax liens or liens arising under ERISA). (ix) The Depositor has not assigned any interest in the Underlying Pooled Certificates or any distributions thereon, except as contemplated herein. (x) The Trustee Trustee, in its capacity as a Pooled Certificateholder, will be entitled to distributions under the Underlying Agreements Agreement equal to all distributions of interest and principal made on the Underlying Pooled Certificates. (xi) The information relating to the Underlying Pooled Certificates set forth in Schedule A is true and correct in all material respects. . (xii) The transfer Pooled Certificates are registered on the books of the Underlying Certificates by the Depositor to the Trustee on behalf of the Trust pursuant to this Agreement is an absolute sale. The Underlying Certificates have been reregistered Federal Reserve Banks in the name of the Trustee, Trustee or its financial intermediary on behalf of the Certificateholders, through the facilities of the DepositaryTrustee. (xiii) Each of the Underlying Group I Certificates, Underlying Group II Certificates, Underlying Group III Certificates, Underlying Group IV The Pooled Certificates and Underlying Group VI Certificates constitutes a "qualified mortgage" under Section 860G(a)(3)(A) of the Code and Treasury Regulation Section 1.860G-2(a)(1), (2), (4), (5), (6), (7) and (9) without reliance on the provisions of Treasury Regulations Section 1.860G-2(a)(3) or Treasury Regulations Section 1.860G-2(f)(2) or any other provision that would allow such Underlying Certificate to be treated as a "qualified mortgage" notwithstanding its failure to meet the requirements of Section 860G(a)(3)(A) of the Code and Treasury Regulation Section 1.860G-2(a)(1), (2), (4), (5), (6), (7) and (9)are REMIC regular interests. (xiv) The Depositor has no actual knowledge after reasonable inquiry that the Underlying Certificates (a) each trust issuing each Pooled Certificate was not duly created and is not validly existing and (b) each Pooled Certificate (1) were was not validly issued by the related Underlying Trust, such trust and (2) are is not outstanding, (3) are is not the legal, valid, binding and enforceable obligation of the related Underlying Trust, such trust and (4) are is not entitled to the benefits of the Underlying Agreements trust agreement pursuant to which such Underlying Certificates were Pooled Certificate was issued (except as limited by bankruptcy, insolvency or other similar laws affecting the enforcement of creditors' rights generally or to the extent that such enforceability may be subject to the exercise of judicial discretion in accordance with general equitable principles). (b) The Trustee hereby represents and warrants to the Depositor and for the benefit of the Certificateholders, as of the Closing Date, that: (i) The Trustee is a national banking association, duly organized and validly existing under the laws of the United States of America. (ii) The execution and delivery of this Agreement by the Trustee, and the performance and compliance with the terms of this Agreement by the Trustee, will not violate the Trustee's charter or bylaws or constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, or result in the breach of, any material agreement or other instrument to which it is a party or which is applicable to it or any of its assets. (iii) The Trustee has the full power and authority to enter into and consummate all transactions contemplated by this Agreement, has duly authorized the execution, delivery and performance of this Agreement, and has duly executed and delivered this Agreement. (iv) This Agreement, assuming due authorization, execution and delivery by the Depositor and the TrusteeDepositor, constitutes a valid, legal and binding obligation of the Trustee, enforceable against the Trustee in accordance with the terms hereof, subject to (A) applicable bankruptcy, insolvency, reorganization, moratorium and other laws affecting the enforcement of creditors' rights generally, and (B) general principles of equity, regardless of whether such enforcement is considered in a proceeding in equity or at law. (v) The Trustee is not in violation of, and its execution and delivery of this Agreement and its performance and compliance with the terms of this Agreement will not constitute a violation of, any law, any order or decree of any court or arbiter, or any order, regulation or demand of any federal, state or local governmental or regulatory authority, which violation is likely to affect materially and adversely either the ability of the Trustee to perform its obligations under this Agreement or the financial condition of the Trustee. (vi) No litigation is pending or, to the best of the Trustee's knowledge, threatened, threatened against the Trustee which would prohibit the Trustee from entering into this Agreement or is likely to materially and adversely affect either the ability of the Trustee to perform its obligations under this Agreement or the financial condition of the Trustee. (vii) The Underlying Pooled Certificates will be held by in the Trustee through Trustee's account at the DepositoryFederal Reserve Bank in Cleveland, Ohio; the information relating to the Underlying Pooled Certificates set forth on Schedule A hereto conforms to information set forth in the Prospectus dated June 28, 2007 and the Prospectus Supplement dated August 30, 2007 for the Underlying Group I, Underlying Group II and Underlying Group III Certificates, the Prospectus dated June 28, 2007 and the Xxxxxx Xxx Prospectus Supplement dated September 1715, 2007 2005 for the Underlying Group IV Certificates, the Prospectus dated March 14, 2007 and the Prospectus Supplement dated March 29, 2007 for the Underlying Group V Certificates, and Prospectus dated June 26, 2007, the Prospectus Supplement dated June 28, 2007 and the Supplement to the Prospectus Supplement, dated July 11, 2007, for the Underlying Group VI Pooled Certificates; it has acquired the Underlying Pooled Certificates on behalf of the Certificateholders from the Depositor in good faith, for value, and, to the best of the Trustee's knowledge, without notice or actual knowledge of any adverse claim, lien, charge, encumbrance or security interest (including, without limitation, federal tax liens or liens arising under ERISA); it has not and will not, in any capacity except as Trusteetrustee, on behalf of the applicable Certificateholders, assert any claim or interest in the Underlying Pooled Certificates and will hold such Underlying Pooled Certificates and the proceeds thereof in trust pursuant to the terms of this Agreement; and it has not encumbered or transferred its right, title or interest in the Underlying Pooled Certificates. (viii) Pursuant to the authorization contained herein, the Trustee has entered into the Interest Rate Caps on behalf of the applicable Certificateholders; and it has not and will not, in any capacity, except as trustee on behalf of the applicable Certificateholders, assert any claim or interest in the Interest Rate Caps and will hold the Interest Rate Caps and the proceeds thereof in trust pursuant to the terms of this Agreement. (c) It is understood and agreed that the foregoing representations and warranties shall survive the execution and delivery of this Agreement. Upon discovery by any either party hereto of a breach of any of the foregoing representations and warranties which materially and adversely affects the interests of the Certificateholders or any either party hereto, the party discovering such breach will give prompt written notice thereof to the other parties party hereto and to the Certificateholders. Within thirty (30) days of the earlier of either discovery by or notice to the Depositor of any breach of a representation or warranty of the Depositor that materially and adversely affects the interests of the Certificateholders, the Depositor shall use its best efforts promptly to cure such breach in all material respects and, if such breach cannot be cured and it relates to an Underlying Certificatecured, the Depositor shall, at the election of the Majority Certificateholders, repurchase each Pooled Certificate affected by the Underlying Certificates breach at the Repurchase Price; provided that, in the case of an Underlying Certificate (other than an Underlying Group V Certificate), if such breach would cause the Underlying Certificate to be other than a "qualified mortgage" as defined in Section 860G(a)(3)(A) of the Code and Treasury Regulation Section 1.860G-2(a)(1), (2), (4), (5), (6), (7) and (9), without reliance on the provisions of Treasury Regulation Section 1.860G-2(a)(3) or Treasury Regulation Section 1.860G-2(f)(2) or any other provision that would allow a Underlying Certificate to be treated as a "qualified mortgage" notwithstanding its failure to meet the requirements of Section 860G(a)(3)(A) of the Code and Treasury Regulation Section 1.860G-2(a)(1), (2), (4), (5), (6), (7) and (9), any such cure or repurchase must occur within 90 days from the date such breach was discovered. If the Depositor is to repurchase the Underlying Pooled Certificates, the Trustee shall promptly determine the Repurchase Price in accordance with the definition thereof. Repurchase of any of the Underlying Pooled Certificates pursuant to the foregoing provisions of this Section 2.03(c) shall be accomplished by (i) deposit by in the Depositor in applicable sub-account of the Certificate Account on the Business Day prior to the next succeeding Distribution Date of the amount of the Repurchase Price, (ii) amending the definition of "Pooled Certificates" and (iii) amending Schedule A hereto to remove such deleted Pooled Certificate.

Representations and Warranties of the Depositor and the Trustee. (a) The Depositor hereby represents and warrants to the Trustee and for the benefit of the Certificateholders, as of the Closing Date, that: (i) The Depositor is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware, and the Depositor is possessed of all licenses necessary to carry on its business. (ii) The execution and delivery of this Agreement by the Depositor, and the performance and compliance with the terms of this Agreement by the Depositor, will not violate the Depositor's certificate of incorporation or bylaws or constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, or result in the breach of, any material agreement or other instrument to which it is a party or which is applicable to it or any of its assets. (iii) The Depositor has the full right, power and authority to enter into and consummate all transactions contemplated by this Agreement, including but not limited to selling the Underlying Pooled Certificates to the Trustee, has duly authorized the execution, delivery and performance of this Agreement, and has duly executed and delivered this Agreement. (iv) This Agreement, assuming due authorization, execution and delivery by the Trustee, constitutes a valid, legal and binding obligation of the Depositor, enforceable against the Depositor in accordance with the terms hereof, subject to (A) applicable bankruptcy, insolvency, reorganization, moratorium and other laws affecting the enforcement of creditors' rights generally, and (B) general principles of equity, regardless of whether such enforcement is considered in a proceeding in equity or at law. (v) The Depositor is not in violation of, and its execution and delivery of this Agreement and its performance and compliance with the terms of this Agreement will not constitute a violation of, any law, any order or decree of any court or arbiter, or any order, regulation or demand of any federal, state or local governmental or regulatory authority, which violation is likely to affect materially and adversely either the ability of the Depositor to perform its obligations under this Agreement or the financial condition of the Depositor. (vi) No litigation is pending or, to the best of the Depositor's knowledge, threatened, threatened against the Depositor which, if determined adversely to the Depositor, would prohibit the Depositor from entering into this Agreement or is likely to materially and adversely affect either the ability of the Depositor to perform its obligations under this Agreement or the financial condition of the Depositor. (vii) The Depositor was, immediately prior to the transfer of the Underlying Pooled Certificates to the Trustee on behalf of the TrustTrustee, the sole owner thereof free and clear of any lien, pledge, charge or encumbrance of any kindkind (except any lien created by this Agreement). (viii) The Depositor acquired the Underlying Pooled Certificates in good faith without notice of any adverse claim, lien, charge, encumbrance or security interest (including without limitation, federal tax liens or liens arising under ERISA). (ix) The Depositor has not assigned any interest in the Underlying Pooled Certificates or any distributions thereon, except as contemplated herein. (x) The Trustee Trustee, in its capacity as a Pooled Certificateholder, will be entitled to distributions under the Underlying Agreements equal to all distributions of interest and principal made on the Underlying Pooled Certificates. (xi) The information relating to the Underlying Pooled Certificates set forth in Schedule A is true and correct in all material respects. . (xii) The transfer Each Pooled Certificate is an Uncertificated Security (as such term is defined in Article 8 of the Underlying Certificates by Uniform Commercial Code) registered on the Depositor to the Trustee on behalf books of the Trust pursuant to this Agreement is an absolute sale. The Underlying Certificates have been reregistered Federal Reserve Banks in the name of the Trustee, Trustee or its financial intermediary on behalf of the Certificateholders, through the facilities of the DepositaryTrustee. (xiii) Each of the Underlying Group I Certificates, Underlying Group II Certificates, Underlying Group III Certificates, Underlying Group IV The Pooled Certificates and Underlying Group VI Certificates constitutes a "qualified mortgage" under Section 860G(a)(3)(A) of the Code and Treasury Regulation Section 1.860G-2(a)(1), (2), (4), (5), (6), (7) and (9) without reliance on the provisions of Treasury Regulations Section 1.860G-2(a)(3) or Treasury Regulations Section 1.860G-2(f)(2) or any other provision that would allow such Underlying Certificate to be treated as a "qualified mortgage" notwithstanding its failure to meet the requirements of Section 860G(a)(3)(A) of the Code and Treasury Regulation Section 1.860G-2(a)(1), (2), (4), (5), (6), (7) and (9)are REMIC regular interests. (xiv) The Depositor has no actual knowledge after reasonable inquiry that the Underlying Certificates (a) each trust issuing each Pooled Certificate was not duly created and is not validly existing and (b) each Pooled Certificate (1) were was not validly issued by the related Underlying Trust, such trust and (2) are is not outstanding, (3) are is not the legal, valid, binding and enforceable obligation of the related Underlying Trust, such trust and (4) are is not entitled to the benefits of the Underlying Agreements trust agreement pursuant to which such Underlying Certificates were Pooled Certificate was issued (except as limited by bankruptcy, insolvency or other similar laws affecting the enforcement of creditors' rights generally or to the extent that such enforceability may be subject to the exercise of judicial discretion in accordance with general equitable principles). (b) The Trustee hereby represents and warrants to the Depositor and for the benefit of the Certificateholders, as of the Closing Date, that: (i) The Trustee is a national banking association, duly organized and validly existing under the laws of the United States of America. (ii) The execution and delivery of this Agreement by the Trustee, and the performance and compliance with the terms of this Agreement by the Trustee, will not violate the Trustee's charter or bylaws or constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, or result in the breach of, any material agreement or other instrument to which it is a party or which is applicable to it or any of its assets. (iii) The Trustee has the full power and authority to enter into and consummate all transactions contemplated by this Agreement, has duly authorized the execution, delivery and performance of this Agreement, and has duly executed and delivered this Agreement. (iv) This Agreement, assuming due authorization, execution and delivery by the Depositor and the TrusteeDepositor, constitutes a valid, legal and binding obligation of the Trustee, enforceable against the Trustee in accordance with the terms hereof, subject to (A) applicable bankruptcy, insolvency, reorganization, moratorium and other laws affecting the enforcement of creditors' rights generally, and (B) general principles of equity, regardless of whether such enforcement is considered in a proceeding in equity or at law. (v) The Trustee is not in violation of, and its execution and delivery of this Agreement and its performance and compliance with the terms of this Agreement will not constitute a violation of, any law, any order or decree of any court or arbiter, or any order, regulation or demand of any federal, state or local governmental or regulatory authority, which violation is likely to affect materially and adversely either the ability of the Trustee to perform its obligations under this Agreement or the financial condition of the Trustee. (vi) No litigation is pending or, to the best of the Trustee's knowledge, threatened, threatened against the Trustee which would prohibit the Trustee from entering into this Agreement or is likely to materially and adversely affect either the ability of the Trustee to perform its obligations under this Agreement or the financial condition of the Trustee. (vii) The Underlying Pooled Certificates will be held by in the Trustee through Trustee's account at the DepositoryFederal Reserve Bank in Cleveland, Ohio; the information relating to the Underlying Pooled Certificates set forth on Schedule A hereto conforms to information set forth in the Prospectus dated June 28, 2007 and most recent Pooled Certificate Distribution Date Information for the Prospectus Pooled Xxxxxx Mae Certificates or in the Xxxxxx Xxx Offering Circular Supplement dated August 3023, 2007 2005 for the Underlying Group I, Underlying Group II and Underlying Group III Pooled Xxxxxx Mae Certificates, the Prospectus dated June 28, 2007 and the Prospectus Supplement dated September 17, 2007 for the Underlying Group IV Certificates, the Prospectus dated March 14, 2007 and the Prospectus Supplement dated March 29, 2007 for the Underlying Group V Certificates, and Prospectus dated June 26, 2007, the Prospectus Supplement dated June 28, 2007 and the Supplement to the Prospectus Supplement, dated July 11, 2007, for the Underlying Group VI Certificatesas applicable; it has acquired the Underlying Pooled Certificates on behalf of the Certificateholders from the Depositor in good faith, for value, and, to the best of the Trustee's knowledge, without notice or actual knowledge of any adverse claim, lien, charge, encumbrance or security interest (including, without limitation, federal tax liens or liens arising under ERISA); it has not and will not, in any capacity except as Trusteetrustee, on behalf of the applicable Certificateholders, assert any claim or interest in the Underlying Pooled Certificates and will hold such Underlying Pooled Certificates and the proceeds thereof in trust pursuant to the terms of this Agreement; and it has not encumbered or transferred its right, title or interest in the Underlying Pooled Certificates. (viii) Pursuant to the authorization contained herein, the Trustee has entered into the Novation Agreement and the Interest Rate Caps on behalf of the applicable Certificateholders; and it has not and will not, in any capacity, except as trustee on behalf of the applicable Certificateholders, assert any claim or interest in the Interest Rate Caps and will hold the Interest Rate Caps and the proceeds thereof in trust pursuant to the terms of this Agreement. (c) It is understood and agreed that the foregoing representations and warranties shall survive the execution and delivery of this Agreement. Upon discovery by any either party hereto of a breach of any of the foregoing representations and warranties which materially and adversely affects the interests of the Certificateholders or any either party hereto, the party discovering such breach will give prompt written notice thereof to the other parties party hereto and to the Certificateholders. Within thirty (30) days of the earlier of either discovery by or notice to the Depositor of any breach of a representation or warranty of the Depositor that materially and adversely affects the interests of the Certificateholders, the Depositor shall use its best efforts promptly to cure such breach in all material respects and, if such breach cannot be cured and it relates to an Underlying Certificatecured, the Depositor shall, at the election of the Majority Certificateholders, repurchase each Pooled Certificate affected by the Underlying Certificates breach at the Repurchase Price; provided that, in the case of an Underlying Certificate (other than an Underlying Group V Certificate), if such breach would cause the Underlying Certificate to be other than a "qualified mortgage" as defined in Section 860G(a)(3)(A) of the Code and Treasury Regulation Section 1.860G-2(a)(1), (2), (4), (5), (6), (7) and (9), without reliance on the provisions of Treasury Regulation Section 1.860G-2(a)(3) or Treasury Regulation Section 1.860G-2(f)(2) or any other provision that would allow a Underlying Certificate to be treated as a "qualified mortgage" notwithstanding its failure to meet the requirements of Section 860G(a)(3)(A) of the Code and Treasury Regulation Section 1.860G-2(a)(1), (2), (4), (5), (6), (7) and (9), any such cure or repurchase must occur within 90 days from the date such breach was discovered. If the Depositor is to repurchase the Underlying Pooled Certificates, the Trustee shall promptly determine the Repurchase Price in accordance with the definition thereof. Repurchase of any of the Underlying Pooled Certificates pursuant to the foregoing provisions of this Section 2.03(c) shall be accomplished by (i) deposit by in the Depositor in applicable sub-account of the Certificate Account on the Business Day prior to the next succeeding Distribution Date of the amount of the Repurchase Price, (ii) amending the definition of "Pooled Certificates" and (iii) amending Schedule A hereto to remove such deleted Pooled Certificate.