Common use of REPRESENTATIONS AND WARRANTIES OF THE MASTER ISSUER Clause in Contracts

REPRESENTATIONS AND WARRANTIES OF THE MASTER ISSUER. The Master Issuer represents and warrants to, and agrees with, Funding 2, the Mortgages Trustee, the Underwriters and each of them that: (a) The Registration Statement A registration statement on Form S-3 (File No.s 333-133279, 000-000000-00 and 333-133279-01) relating to the US Notes has been filed by the Master Issuer (together with Funding 2 and the Mortgages Trustee) with the United States Securities and Exchange Commission ("Commission") and has become effective and is still effective as of the date hereof under the Securities Act. No stop order suspending the effectiveness of the Registration Statement has been issued under the Securities Act and no proceedings for that purpose have been instituted or are pending or, to the knowledge of the Master Issuer, are threatened by the Commission. The Master Issuer (together with Funding 2 and the Mortgages Trustee) has filed with the Commission the Initial Preliminary Prospectus and the Revised Preliminary Prospectus and, in each case, it has done so within the applicable period of time required under the Securities Act and the rules and regulations of the Commission under the Securities Act (the "Rules and Regulations"). The Master Issuer (together with Funding 2 and the Mortgages Trustee) will file with the Commission pursuant to Rule 424(b) of the Rules and Regulations, promptly upon or after the execution and delivery of this Agreement, a prospectus supplement dated November 24, 2006 (together with information referred to under the caption "Static Pool Data" in Annex D therein regardless of whether it is deemed a part of the Registration Statement or Prospectus, the "Prospectus Supplement") to the prospectus dated September 12, 2006 (the "Base Prospectus"), relating to the US Notes and the method of distribution thereof. Such registration statement, including exhibits thereto, and such prospectus, as amended or supplemented to the date hereof, and as further supplemented by the Prospectus Supplement, are hereinafter referred to as the "Registration Statement" and the "Prospectus", respectively. Any reference herein to the terms "amend," "amendment" or "supplement" with respect to the Registration Statement, the Base Prospectus or the Prospectus Supplement shall include, without limitation, any document filed under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), the Base Prospectus and the Prospectus Supplement, as the case may be, deemed to be incorporated therein pursuant to the Securities Act. The conditions to the use of a registration statement on Form S-3 under the Securities Act have been satisfied. The Registration Statement, at the time it became effective, any post-effective amendment thereto, at the time it became effective, the Initial Preliminary Prospectus, as of its date, the Revised Preliminary Prospectus, as of its date, and the Prospectus, as of the date of the Prospectus Supplement, complied and on the Closing Date will comply in all material respects with the applicable requirements of the Securities Act and the Rules and Regulations and the Trust Indenture Act of 1939, as amended (the "Trust Indenture Act"), and the rules and regulations of the Commission thereunder.

REPRESENTATIONS AND WARRANTIES OF THE MASTER ISSUER. The Master Issuer represents and warrants to, and agrees with, Funding 2, the Mortgages Trustee, the Underwriters and each of them that: (a) The Registration Statement A registration statement on Form S-3 (File No.s 333-133279, 000333-000000133279-00 02 and 333-133279-01) relating to the rxxxxxxx xx xxe US Notes has been filed by the Master Issuer (together with Funding 2 and the Mortgages Trustee) with the United States Securities and Exchange Commission ("Commission") and has become effective and is still effective as of the date hereof under the Securities Act. No stop order suspending the effectiveness of the Registration Statement has been issued under the Securities Act and no proceedings for that purpose have been instituted or are pending or, to the knowledge of the Master Issuer, are threatened by the Commission. The Master Issuer (together with Funding 2 and the Mortgages Trustee) has filed with the Commission the Initial Preliminary Prospectus and the Revised Preliminary Prospectus and, in each case, it has done so within the applicable period of time required under the Securities Act and the rules and regulations of the Commission under the Securities Act (the "Rules and Regulations"). The Master Issuer (together with Funding 2 and the Mortgages Trustee) will file with the Commission pursuant to Rule 424(b) of the Rules and Regulations, promptly upon or after the execution and delivery of this Agreement, a prospectus supplement dated November 24September 15, 2006 (together with information referred to under the caption "Static Pool Data" in Annex D therein regardless of whether it is deemed a part of the Registration Statement or Prospectus, the "Prospectus Supplement") to the prospectus dated September 12, 2006 (the "Base Prospectus"), relating to the US Notes and the method of distribution thereof. Such registration statement, including exhibits thereto, and such prospectus, as amended or supplemented to the date hereof, and as further supplemented by the Prospectus Supplement, are hereinafter referred to as the "Registration Statement" and the "Prospectus", respectively. Any reference herein to the terms "amend," "amendment" or "supplement" with respect to the Registration Statement, the Base Prospectus or the Prospectus Supplement shall include, without limitation, any document filed under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), the Base Prospectus and the Prospectus Supplement, as the case may be, deemed to be incorporated therein pursuant to the Securities Act. The conditions to the use of a registration statement on Form S-3 under the Securities Act have been satisfied. The Registration Statement, at the time it became effective, any post-effective amendment thereto, at the time it became effective, the Initial Preliminary Prospectus, as of its date, the Revised Preliminary Prospectus, as of its date, and the Prospectus, as of the date of the Prospectus Supplement, complied and on the Closing Date will comply in all material respects with the applicable requirements of the Securities Act and the Rules and Regulations and the Trust Indenture Act of 1939, as amended (the "Trust Indenture Act"), and the rules and regulations of the Commission thereunder.

REPRESENTATIONS AND WARRANTIES OF THE MASTER ISSUER. The Master Issuer represents and warrants to, and agrees with, Funding 2, the Mortgages Trustee, the Underwriters and each of them that: (a) The Registration Statement A registration statement on Form S-3 (File No.s 333-133279139778, 000333-000000139778-00 01 and 333-133279139778-0102) relating to the US Notes has been filed xiled by the Master Issuer (together with Funding 2 and the Mortgages Trustee) with the United States Securities and Exchange Commission ("Commission") and has become effective and is still effective as of the date hereof under the Securities Act. No stop order suspending the effectiveness of the Registration Statement has been issued under the Securities Act and no proceedings for that purpose have been instituted or are pending or, to the knowledge of the Master Issuer, are threatened by the Commission. The Master Issuer (together with Funding 2 and the Mortgages Trustee) has filed with the Commission the Initial Preliminary Prospectus and the Revised Preliminary Prospectus and, in each case, it has done so within the applicable period of time required under the Securities Act and the rules and regulations of the Commission under the Securities Act (the "Rules and Regulations"). The Master Issuer (together with Funding 2 and the Mortgages Trustee) will file with the Commission pursuant to Rule 424(b) of the Rules and Regulations, promptly upon or after the execution and delivery of this Agreement, a prospectus supplement dated November 24January 22, 2006 2007 (together with information referred to under the caption "Static Pool Data" in Annex D therein regardless of whether it is deemed a part of the Registration Statement or Prospectus, the "Prospectus Supplement") to the prospectus dated September 12January 19, 2006 2007 (the "Base Prospectus"), relating to the US Notes and the method of distribution thereof. Such registration statement, including exhibits thereto, and such prospectus, as amended or supplemented to the date hereof, and as further supplemented by the Prospectus Supplement, are hereinafter referred to as the "Registration Statement" and the "Prospectus", respectively. Any reference herein to the terms "amend," "amendment" or "supplement" with respect to the Registration Statement, the Base Prospectus or the Prospectus Supplement shall include, without limitation, any document filed under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), the Base Prospectus and the Prospectus Supplement, as the case may be, deemed to be incorporated therein pursuant to the Securities Act. The conditions to the use of a registration statement on Form S-3 under the Securities Act have been satisfied. The Registration Statement, at the time it became effective, any post-effective amendment thereto, at the time it became effective, the Initial Preliminary Prospectus, as of its date, the Revised Preliminary Prospectus, as of its date, and the Prospectus, as of the date of the Prospectus Supplement, complied and on the Closing Date will comply in all material respects with the applicable requirements of the Securities Act and the Rules and Regulations and the Trust Indenture Act of 1939, as amended (the "Trust Indenture Act"), and the rules and regulations of the Commission thereunder.

REPRESENTATIONS AND WARRANTIES OF THE MASTER ISSUER. The Master Issuer represents and warrants to, and agrees with, Funding 2, the Mortgages Trustee, the Underwriters and each of them that: (a) The Registration Statement A registration statement on Form S-3 (File No.s 333-133279, 000333-000000133279-00 02 and 333-133279-01) relating to the US Notes has been filed xiled by the Master Issuer (together with Funding 2 and the Mortgages Trustee) with the United States Securities and Exchange Commission ("Commission") and has become effective and is still effective as of the date hereof under the Securities Act. No stop order suspending the effectiveness of the Registration Statement has been issued under the Securities Act and no proceedings for that purpose have been instituted or are pending or, to the knowledge of the Master Issuer, are threatened by the Commission. The Master Issuer (together with Funding 2 and the Mortgages Trustee) has filed with the Commission the Initial Preliminary Prospectus (as hereinafter defined) and the Revised Preliminary Prospectus and, in each case, it has done so within the applicable period of time required under the Securities Act and the rules and regulations of the Commission under the Securities Act (the "Rules and Regulations"). The Master Issuer (together with Funding 2 and the Mortgages Trustee) will file with the Commission pursuant to Rule 424(b) of the Rules and Regulations, promptly upon or after the execution and delivery of this Agreement, a prospectus supplement dated November 24May 18, 2006 (together with information referred to under the caption "Static Pool Data" in Annex D therein regardless of whether it is deemed a part of the Registration Statement or Prospectus, the "Prospectus Supplement") to the prospectus dated September 12April 24, 2006 (the "Base Prospectus"), relating to the US Notes and the method of distribution thereof. Such registration statement, including exhibits thereto, and such prospectus, as amended or supplemented to the date hereof, and as further supplemented by the Prospectus Supplement, are hereinafter referred to as the "Registration Statement" and the "Prospectus", respectively. Any reference herein to the terms "amend," "amendment" or "supplement" with respect to the Registration Statement, the Base Prospectus or the Prospectus Supplement shall include, without limitation, any document filed under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), the Base Prospectus and the Prospectus Supplement, as the case may be, deemed to be incorporated therein pursuant to the Securities Act. The conditions to the use of a registration statement on Form S-3 under the Securities Act have been satisfied. The Registration Statement, at the time it became effective, any post-effective amendment thereto, at the time it became effective, the Initial Preliminary Prospectus, as of its date, the Revised Preliminary Prospectus, as of its date, and the Prospectus, as of the date of the Prospectus Supplement, complied and on the Closing Date will comply in all material respects with the applicable requirements of the Securities Act and the Rules and Regulations and the Trust Indenture Act of 1939, as amended (the "Trust Indenture Act"), and the rules and regulations of the Commission thereunder.

REPRESENTATIONS AND WARRANTIES OF THE MASTER ISSUER. The Master Issuer represents and warrants to, and agrees with, Funding 2, the Mortgages Trustee, the Underwriters and each of them that: (a) The Registration Statement A registration statement on Form S-3 (File No.s Numbers 333-133279141533, 000333-000000141533-00 01 and 333-133279141533-0102) relating to the US Notes has been filed xxled by the Master Issuer (together with Funding 2 and the Mortgages Trustee) with the United States Securities and Exchange Commission ("Commission") and has become effective and is still effective as of the date hereof under the Securities Act. No stop order suspending the effectiveness of the Registration Statement has been issued under the Securities Act and no proceedings for that purpose have been instituted or are pending or, to the knowledge of the Master Issuer, are threatened by the Commission. The Master Issuer (together with Funding 2 and the Mortgages Trustee) has filed with the Commission the Initial Preliminary Prospectus and the Revised Preliminary Prospectus and, in each case, it has done so within the applicable period of time required under the Securities Act and the rules and regulations of the Commission under the Securities Act (the "Rules and Regulations"). The Master Issuer (together with Funding 2 and the Mortgages Trustee) will file with the Commission pursuant to Rule 424(b) of the Rules and Regulations, promptly upon or after the execution and delivery of this Agreement, a prospectus supplement dated November 24May 18, 2006 2007 (together with information referred to under the caption "Static Pool Data" in Annex D therein regardless of whether it is deemed a part of the Registration Statement or Prospectus, the "Prospectus Supplement") to the prospectus dated September 12May 17, 2006 2007 (the "Base Prospectus"), relating to the US Notes and the method of distribution thereof. Such registration statement, including exhibits thereto, and such prospectus, as amended or supplemented to the date hereof, and as further supplemented by the Prospectus Supplement, are hereinafter referred to as the "Registration Statement" and the "Prospectus", respectively. Any reference herein to the terms "amend," "amendment" or "supplement" with respect to the Registration Statement, the Base Prospectus or the Prospectus Supplement shall include, without limitation, any document filed under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), the Base Prospectus and the Prospectus Supplement, as the case may be, deemed to be incorporated therein pursuant to the Securities Act. The conditions to the use of a registration statement on Form S-3 under the Securities Act have been satisfied. The Registration Statement, at the time it became effective, any post-effective amendment thereto, at the time it became effective, the Initial Preliminary Prospectus, as of its date, the Revised Preliminary Prospectus, as of its date, and the Prospectus, as of the date of the Prospectus Supplement, complied and on the Closing Date will comply in all material respects with the applicable requirements of the Securities Act and the Rules and Regulations and the Trust Indenture Act of 1939, as amended (the "Trust Indenture Act"), and the rules and regulations of the Commission thereunder.