Common use of Bring Down Clause in Contracts

Bring Down. With respect to the Sellers Guide, nothing has occurred or failed to occur from and after the closing date set forth in the related MLPA to February 24, 2006, that would cause any of the representations and warranties relating to the Mortgage Loans set forth in Section II.B.2. of the Sellers Guide, as such may be amended by the related MLPA, to be incorrect in any material respects as of the date hereof as if made on the date hereof. It is understood and agreed that the representations and warranties set forth in this Section 5 shall survive delivery of the respective Mortgage Loan Documents to the Custodians and shall inure to the benefit of the Assignee and its assigns notwithstanding any restrictive or qualified endorsement or assignment. Upon the discovery by the Assignor or the Assignee and its assigns of a breach of the foregoing representations and warranties, the party discovering such breach shall give prompt written notice to the other parties to this Assignment Agreement, and in no event later than two (2) Business Days from the date of such discovery. It is understood and agreed that the obligations of the Assignor set forth in Section 6 to repurchase a Mortgage Loan constitute the sole remedies available to the Assignee and its assigns on their behalf respecting a breach of the representations and warranties contained in this Section 5. It is understood and agreed that the Assignor has made no representations or warranties to the Assignee other than those contained in this Section 5, and no other affiliate of the Assignor has made any representations or warranties of any kind to the Assignee.

Bring Down. With respect to the Sellers GuideAgreements, nothing has occurred or failed to occur from and after the closing date set forth in the related MLPA Underlying Assignment Agreement to February 2428, 2006, 2007 that would cause any of the representations and warranties relating to the Mortgage Loans set forth contained in Section II.B.2. of 3.02 under the Sellers Guide, as such may be amended by the related MLPA, Servicing Agreement to be incorrect in any material respects as of the date hereof as if made on the date hereof. It is understood and agreed that the representations and warranties set forth in this Section 5 6 shall survive delivery of the respective Mortgage Loan Documents to the Custodians custodian and shall inure to the benefit of the Assignee and its assigns notwithstanding any restrictive or qualified endorsement or assignment. Upon the discovery by the Assignor or the Assignee and its assigns of a breach of the foregoing representations and warranties, the party discovering such breach shall give prompt written notice to the other parties to this Assignment Agreement, and in no event later than two (2) Business Days from the date of such discovery. It is understood and agreed that the obligations of the Assignor set forth in Section 6 7 to repurchase a Mortgage Loan constitute the sole remedies available to the Assignee and its assigns on their behalf respecting a breach of the representations and warranties contained in this Section 56. It is further understood and agreed that the Assignor shall be deemed not to have made the representations and warranties in this Section 6(j) with respect to, and to the extent of, representations and warranties made, as to the matters covered in this Section 6(j), by the Servicer in the Servicing Agreement (or any officer’s certificate delivered pursuant thereto). It is understood and agreed that the Assignor has made no representations or warranties to the Assignee other than those contained in this Section 56, and no other affiliate of the Assignor has made any representations or warranties of any kind to the Assignee.

Bring Down. With respect to the Sellers Guide, nothing Nothing has occurred or failed to occur from and after the closing date set forth in the related MLPA Sale Agreement to February 24May 8, 2006, 2007 that would cause any of the representations and warranties relating to the Mortgage Loans set forth in Section II.B.2. 3.02 of the Sellers Guide, as such may be amended by the related MLPA, Sale Agreement to be incorrect in any material respects as of the date hereof as if made on the date hereof. It is understood and agreed that the representations and warranties set forth in this Section 5 6 shall survive delivery of the respective Mortgage Loan Documents Collateral File to the Custodians DB Custodian and shall inure to the benefit of the Assignee and its assigns notwithstanding any restrictive or qualified endorsement or assignment. Upon the discovery by the Assignor or the Assignee and its assigns of a breach of the foregoing representations and warranties, the party discovering such breach shall give prompt written notice to the other parties to this Assignment Agreement, and in no event later than two (2) Business Days from the date of such discovery. It is understood and agreed that the obligations of the Assignor set forth in Section 6 7 hereof to repurchase a Mortgage Loan constitute the sole remedies available to the Assignee and its assigns on their behalf respecting a breach of the representations and warranties contained in this Section 56. It is further understood and agreed that the Assignor shall be deemed not to have made the representations and warranties in Section 6(j) with respect to, and to the extent of, representations and warranties made, as to the matters covered in Section 6(j), by the Seller in the Sale Agreement (or any officer’s certificate delivered pursuant thereto). It is understood and agreed that the Assignor has made no representations or warranties to the Assignee other than those contained in this Section 56, and no other affiliate of the Assignor has made any representations or warranties of any kind to the Assignee.

Bring Down. With respect to the Sellers Guide, nothing Nothing has occurred or failed to occur from and after the closing date set forth in the related MLPA Sale Agreement to February 24, 2006, 2006 that would cause any of the representations and warranties relating to the Mortgage Loans set forth in Section II.B.2. 3.02 of the Sellers Guide, as such may be amended by the related MLPA, Sale Agreement to be incorrect in any material respects as of the date hereof as if made on the date hereof. It is understood and agreed that the representations and warranties set forth in this Section 5 6 shall survive delivery of the respective Mortgage Loan Documents Collateral File to the Custodians applicable Custodian and shall inure to the benefit of the Assignee and its assigns notwithstanding any restrictive or qualified endorsement or assignment. Upon the discovery by the Assignor or the Assignee and its assigns of a breach of the foregoing representations and warranties, the party discovering such breach shall give prompt written notice to the other parties to this Assignment Agreement, and in no event later than two (2) Business Days from the date of such discovery. It is understood and agreed that the obligations of the Assignor set forth in Section 6 7 to repurchase a Mortgage Loan constitute the sole remedies available to the Assignee and its assigns on their behalf respecting a breach of the representations and warranties contained in this Section 56. It is further understood and agreed that the Assignor shall be deemed not to have made the representations and warranties in Section 6(j) with respect to, and to the extent of, representations and warranties made, as to the matters covered in Section 6(j), by the Seller in the Sale Agreement (or any officer’s certificate delivered pursuant thereto). It is understood and agreed that the Assignor has made no representations or warranties to the Assignee other than those contained in this Section 56, and no other affiliate of the Assignor has made any representations or warranties of any kind to the Assignee.

Bring Down. With respect to the Sellers Guide, nothing Nothing has occurred or failed to occur from and after the closing date set forth in the related MLPA Sale Agreement to February 24July 28, 2006, 2006 that would cause any of the representations and warranties relating to the Mortgage Loans set forth in Section II.B.2. 3.02 of the Sellers Guide, as such may be amended by the related MLPA, Sale Agreement to be incorrect in any material respects as of the date hereof as if made on the date hereof. It is understood and agreed that the representations and warranties set forth in this Section 5 6 shall survive delivery of the respective Mortgage Loan Documents Collateral File to the Custodians applicable Custodian and shall inure to the benefit of the Assignee and its assigns notwithstanding any restrictive or qualified endorsement or assignment. Upon the discovery by the Assignor or the Assignee and its assigns of a breach of the foregoing representations and warranties, the party discovering such breach shall give prompt written notice to the other parties to this Assignment Agreement, and in no event later than two (2) Business Days from the date of such discovery. It is understood and agreed that the obligations of the Assignor set forth in Section 6 8 to repurchase a Mortgage Loan constitute the sole remedies available to the Assignee and its assigns on their behalf respecting a breach of the representations and warranties contained in this Section 56. It is further understood and agreed that the Assignor shall be deemed not to have made the representations and warranties in Section 6(j) with respect to, and to the extent of, representations and warranties made, as to the matters covered in Section 6(j), by the Seller in the Sale Agreement (or any officer’s certificate delivered pursuant thereto). It is understood and agreed that the Assignor has made no representations or warranties to the Assignee other than those contained in this Section 56, and no other affiliate of the Assignor has made any representations or warranties of any kind to the Assignee.

Bring Down. With respect to the Sellers Guide, nothing Nothing has occurred or failed to occur from and after the closing date set forth in the related MLPA Sale Agreement to February 24October 30, 2006, 2006 that would cause any of the representations and warranties relating to the Mortgage Loans set forth in Section II.B.2. 3.02 of the Sellers Guide, as such may be amended by the related MLPA, Sale Agreement to be incorrect in any material respects as of the date hereof as if made on the date hereof. It is understood and agreed that the representations and warranties set forth in this Section 5 6 shall survive delivery of the respective Mortgage Loan Documents Collateral File to the Custodians applicable Custodian and shall inure to the benefit of the Assignee and its assigns notwithstanding any restrictive or qualified endorsement or assignment. Upon the discovery by the Assignor or the Assignee and its assigns of a breach of the foregoing representations and warranties, the party discovering such breach shall give prompt written notice to the other parties to this Assignment Agreement, and in no event later than two (2) Business Days from the date of such discovery. It is understood and agreed that the obligations of the Assignor set forth in Section 6 7 to repurchase a Mortgage Loan constitute the sole remedies available to the Assignee and its assigns on their behalf respecting a breach of the representations and warranties contained in this Section 56. It is further understood and agreed that the Assignor shall be deemed not to have made the representations and warranties in Section 6(j) with respect to, and to the extent of, representations and warranties made, as to the matters covered in Section 6(j), by the Seller in the Sale Agreement (or any officer’s certificate delivered pursuant thereto). It is understood and agreed that the Assignor has made no representations or warranties to the Assignee other than those contained in this Section 56, and no other affiliate of the Assignor has made any representations or warranties of any kind to the Assignee.

Bring Down. With respect to the Sellers Guide, nothing Nothing has occurred or failed to occur from and after the closing date set forth in the related MLPA Sale Agreement to February 24August 25, 2006, 2006 that would cause any of the representations and warranties relating to the Mortgage Loans set forth in Section II.B.2. 3.02 of the Sellers Guide, as such may be amended by the related MLPA, Sale Agreement to be incorrect in any material respects as of the date hereof as if made on the date hereof. It is understood and agreed that the representations and warranties set forth in this Section 5 6 shall survive delivery of the respective Mortgage Loan Documents Collateral File to the Custodians applicable Custodian and shall inure to the benefit of the Assignee and its assigns notwithstanding any restrictive or qualified endorsement or assignment. Upon the discovery by the Assignor or the Assignee and its assigns of a breach of the foregoing representations and warranties, the party discovering such breach shall give prompt written notice to the other parties to this Assignment Agreement, and in no event later than two (2) Business Days from the date of such discovery. It is understood and agreed that the obligations of the Assignor set forth in Section 6 7 to repurchase a Mortgage Loan constitute the sole remedies available to the Assignee and its assigns on their behalf respecting a breach of the representations and warranties contained in this Section 56. It is further understood and agreed that the Assignor shall be deemed not to have made the representations and warranties in Section 6(j) with respect to, and to the extent of, representations and warranties made, as to the matters covered in Section 6(j), by the Seller in the Sale Agreement (or any officer’s certificate delivered pursuant thereto). It is understood and agreed that the Assignor has made no representations or warranties to the Assignee other than those contained in this Section 56, and no other affiliate of the Assignor has made any representations or warranties of any kind to the Assignee.

Bring Down. With respect to the Sellers Guide, nothing Nothing has occurred or failed to occur from and after the closing date set forth in the related MLPA Sale Agreement to February 24June 30, 2006, 2006 that would cause any of the representations and warranties relating to the Mortgage Loans set forth in Section II.B.2. 3.02 of the Sellers Guide, as such may be amended by the related MLPA, Sale Agreement to be incorrect in any material respects as of the date hereof as if made on the date hereof. It is understood and agreed that the representations and warranties set forth in this Section 5 6 shall survive delivery of the respective Mortgage Loan Documents Collateral File to the Custodians applicable Custodian and shall inure to the benefit of the Assignee and its assigns notwithstanding any restrictive or qualified endorsement or assignment. Upon the discovery by the Assignor or the Assignee and its assigns of a breach of the foregoing representations and warranties, the party discovering such breach shall give prompt written notice to the other parties to this Assignment Agreement, and in no event later than two (2) Business Days from the date of such discovery. It is understood and agreed that the obligations of the Assignor set forth in Section 6 7 to repurchase a Mortgage Loan constitute the sole remedies available to the Assignee and its assigns on their behalf respecting a breach of the representations and warranties contained in this Section 56. It is further understood and agreed that the Assignor shall be deemed not to have made the representations and warranties in Section 6(j) with respect to, and to the extent of, representations and warranties made, as to the matters covered in Section 6(j), by the Seller in the Sale Agreement (or any officer’s certificate delivered pursuant thereto). It is understood and agreed that the Assignor has made no representations or warranties to the Assignee other than those contained in this Section 56, and no other affiliate of the Assignor has made any representations or warranties of any kind to the Assignee.

Bring Down. With respect to the Sellers Guide, nothing has occurred or failed to occur from and after the closing date set forth in the related MLPA to February 24January 30, 2006, that would cause any of the representations and warranties relating to the Mortgage Loans set forth in Section II.B.2. of the Sellers Guide, as such may be amended by the related MLPA, to be incorrect in any material respects as of the date hereof as if made on the date hereof. It is understood and agreed that the representations and warranties set forth in this Section 5 shall survive delivery of the respective Mortgage Loan Documents to the Custodians and shall inure to the benefit of the Assignee and its assigns notwithstanding any restrictive or qualified endorsement or assignment. Upon the discovery by the Assignor or the Assignee and its assigns of a breach of the foregoing representations and warranties, the party discovering such breach shall give prompt written notice to the other parties to this Assignment Agreement, and in no event later than two (2) Business Days from the date of such discovery. It is understood and agreed that the obligations of the Assignor set forth in Section 6 to repurchase a Mortgage Loan constitute the sole remedies available to the Assignee and its assigns on their behalf respecting a breach of the representations and warranties contained in this Section 5. It is understood and agreed that the Assignor has made no representations or warranties to the Assignee other than those contained in this Section 5, and no other affiliate of the Assignor has made any representations or warranties of any kind to the Assignee.

Bring Down. With respect to the Sellers Guide, nothing Nothing has occurred or failed to occur from and after the closing date set forth in the related MLPA Sale Agreement to February 24December 29, 2006, 2006 that would cause any of the representations and warranties relating to the Mortgage Loans set forth in Section II.B.2. 3.02 of the Sellers Guide, as such may be amended by the related MLPA, Sale Agreement to be incorrect in any material respects as of the date hereof as if made on the date hereof. It is understood and agreed that the representations and warranties set forth in this Section 5 6 shall survive delivery of the respective Mortgage Loan Documents Collateral File to the Custodians applicable Custodian and shall inure to the benefit of the Assignee and its assigns notwithstanding any restrictive or qualified endorsement or assignment. Upon the discovery by the Assignor or the Assignee and its assigns of a breach of the foregoing representations and warranties, the party discovering such breach shall give prompt written notice to the other parties to this Assignment Agreement, and in no event later than two (2) Business Days from the date of such discovery. It is understood and agreed that the obligations of the Assignor set forth in Section 6 8 hereof to repurchase a Mortgage Loan constitute the sole remedies available to the Assignee and its assigns on their behalf respecting a breach of the representations and warranties contained in this Section 56. It is further understood and agreed that the Assignor shall be deemed not to have made the representations and warranties in Section 6(j) with respect to, and to the extent of, representations and warranties made, as to the matters covered in Section 6(j), by the Seller in the Sale Agreement (or any officer’s certificate delivered pursuant thereto). It is understood and agreed that the Assignor has made no representations or warranties to the Assignee other than those contained in this Section 56, and no other affiliate of the Assignor has made any representations or warranties of any kind to the Assignee.

Bring Down. With respect to the Sellers Guide, nothing Nothing has occurred or failed to occur from and after the closing date set forth in the related MLPA Sale Agreement to February 24June 30, 2006, 2006 that would cause any of the representations and warranties relating to the Mortgage Loans set forth in Section II.B.2. 3.02 of the Sellers Guide, as such may be amended by the related MLPA, Sale Agreement to be incorrect in any material respects as of the date hereof as if made on the date hereof. It is understood and agreed that the representations and warranties set forth in this Section 5 6 shall survive delivery of the respective Mortgage Loan Documents Collateral File to the Custodians applicable Custodian and shall inure to the benefit of the Assignee and its assigns notwithstanding any restrictive or qualified endorsement or assignment. Upon the discovery by the Assignor or the Assignee and its assigns of a breach of the foregoing representations and warranties, the party discovering such breach shall give prompt written notice to the other parties to this Assignment Agreement, and in no event later than two (2) Business Days from the date of such discovery. It is understood and agreed that the obligations of the Assignor set forth in Section 6 8 to repurchase a Mortgage Loan constitute the sole remedies available to the Assignee and its assigns on their behalf respecting a breach of the representations and warranties contained in this Section 56. It is further understood and agreed that the Assignor shall be deemed not to have made the representations and warranties in Section 6(j) with respect to, and to the extent of, representations and warranties made, as to the matters covered in Section 6(j), by the Seller in the Sale Agreement (or any officer’s certificate delivered pursuant thereto). It is understood and agreed that the Assignor has made no representations or warranties to the Assignee other than those contained in this Section 56, and no other affiliate of the Assignor has made any representations or warranties of any kind to the Assignee.

Bring Down. With respect to the Sellers Guide, nothing Nothing has occurred or failed to occur from and after the closing date set forth in the related MLPA Sale Agreement to February 24May 26, 2006, 2006 that would cause any of the representations and warranties relating to the Mortgage Loans set forth in Section II.B.2. 3.02 of the Sellers Guide, as such may be amended by the related MLPA, Sale Agreement to be incorrect in any material respects as of the date hereof as if made on the date hereof. It is understood and agreed that the representations and warranties set forth in this Section 5 6 shall survive delivery of the respective Mortgage Loan Documents Collateral File to the Custodians applicable Custodian and shall inure to the benefit of the Assignee and its assigns notwithstanding any restrictive or qualified endorsement or assignment. Upon the discovery by the Assignor or the Assignee and its assigns of a breach of the foregoing representations and warranties, the party discovering such breach shall give prompt written notice to the other parties to this Assignment Agreement, and in no event later than two (2) Business Days from the date of such discovery. It is understood and agreed that the obligations of the Assignor set forth in Section 6 7 to repurchase a Mortgage Loan constitute the sole remedies available to the Assignee and its assigns on their behalf respecting a breach of the representations and warranties contained in this Section 56. It is further understood and agreed that the Assignor shall be deemed not to have made the representations and warranties in Section 6(j) with respect to, and to the extent of, representations and warranties made, as to the matters covered in Section 6(j), by the Seller in the Sale Agreement (or any officer’s certificate delivered pursuant thereto). It is understood and agreed that the Assignor has made no representations or warranties to the Assignee other than those contained in this Section 56, and no other affiliate of the Assignor has made any representations or warranties of any kind to the Assignee.

Bring Down. With respect to the Sellers Guide, nothing Nothing has occurred or failed to occur from and after the closing date set forth in the related MLPA Sale Agreement to February 24January 31, 2006, 2007 that would cause any of the representations and warranties relating to the Mortgage Loans set forth in Section II.B.2. 3.02 of the Sellers Guide, as such may be amended by the related MLPA, Sale Agreement to be incorrect in any material respects as of the date hereof as if made on the date hereof. It is understood and agreed that the representations and warranties set forth in this Section 5 6 shall survive delivery of the respective Mortgage Loan Documents Collateral File to the Custodians applicable Custodian and shall inure to the benefit of the Assignee and its assigns notwithstanding any restrictive or qualified endorsement or assignment. Upon the discovery by the Assignor or the Assignee and its assigns of a breach of the foregoing representations and warranties, the party discovering such breach shall give prompt written notice to the other parties to this Assignment Agreement, and in no event later than two (2) Business Days from the date of such discovery. It is understood and agreed that the obligations of the Assignor set forth in Section 6 7 hereof to repurchase a Mortgage Loan constitute the sole remedies available to the Assignee and its assigns on their behalf respecting a breach of the representations and warranties contained in this Section 56. It is further understood and agreed that the Assignor shall be deemed not to have made the representations and warranties in Section 6(j) with respect to, and to the extent of, representations and warranties made, as to the matters covered in Section 6(j), by the Seller in the Sale Agreement (or any officer’s certificate delivered pursuant thereto). It is understood and agreed that the Assignor has made no representations or warranties to the Assignee other than those contained in this Section 56, and no other affiliate of the Assignor has made any representations or warranties of any kind to the Assignee.

Bring Down. With respect to the Sellers Guide, nothing Nothing has occurred or failed to occur from and after the closing date set forth in the related MLPA Sale Agreement to February 24, 2006, 2006 that would cause any of the representations and warranties relating to the Mortgage Loans set forth in Section II.B.2. 3.02 of the Sellers Guide, as such may be amended by the related MLPA, Sale Agreement to be incorrect in any material respects as of the date hereof as if made on the date hereof. It is understood and agreed that the representations and warranties set forth in this Section 5 6 shall survive delivery of the respective Mortgage Loan Documents Collateral File to the Custodians applicable Custodian and shall inure to the benefit of the Assignee and its assigns notwithstanding any restrictive or qualified endorsement or assignment. Upon the discovery by the Assignor or the Assignee and its assigns of a breach of the foregoing representations and warranties, the party discovering such breach shall give prompt written notice to the other parties to this Assignment Agreement, and in no event later than two (2) Business Days from the date of such discovery. It is understood and agreed that the obligations of the Assignor set forth in Section 6 8 to repurchase a Mortgage Loan constitute the sole remedies available to the Assignee and its assigns on their behalf respecting a breach of the representations and warranties contained in this Section 56. It is further understood and agreed that the Assignor shall be deemed not to have made the representations and warranties in Section 6(j) with respect to, and to the extent of, representations and warranties made, as to the matters covered in Section 6(j), by the Seller in the Sale Agreement (or any officer’s certificate delivered pursuant thereto). It is understood and agreed that the Assignor has made no representations or warranties to the Assignee other than those contained in this Section 56, and no other affiliate of the Assignor has made any representations or warranties of any kind to the Assignee.

Bring Down. With respect to the Sellers Guide, nothing has occurred or failed to occur from and after the closing date set forth in the related MLPA to February 24March 30, 2006, that would cause any of the representations and warranties relating to the Mortgage Loans set forth in Section II.B.2. of the Sellers Guide, as such may be amended by the related MLPA, to be incorrect in any material respects as of the date hereof as if made on the date hereof. It is understood and agreed that the representations and warranties set forth in this Section 5 shall survive delivery of the respective Mortgage Loan Documents to the Custodians and shall inure to the benefit of the Assignee and its assigns notwithstanding any restrictive or qualified endorsement or assignment. Upon the discovery by the Assignor or the Assignee and its assigns of a breach of the foregoing representations and warranties, the party discovering such breach shall give prompt written notice to the other parties to this Assignment Agreement, and in no event later than two (2) Business Days from the date of such discovery. It is understood and agreed that the obligations of the Assignor set forth in Section 6 to repurchase a Mortgage Loan constitute the sole remedies available to the Assignee and its assigns on their behalf respecting a breach of the representations and warranties contained in this Section 5. It is understood and agreed that the Assignor has made no representations or warranties to the Assignee other than those contained in this Section 5, and no other affiliate of the Assignor has made any representations or warranties of any kind to the Assignee.

Bring Down. With respect to the Sellers Guide, nothing Nothing has occurred or failed to occur from and after the closing date set forth in the related MLPA Sale Agreement to February 24March 30, 2006, 2006 that would cause any of the representations and warranties relating to the Mortgage Loans set forth in Section II.B.2. 3.02 of the Sellers Guide, as such may be amended by the related MLPA, Sale Agreement to be incorrect in any material respects as of the date hereof as if made on the date hereof. It is understood and agreed that the representations and warranties set forth in this Section 5 6 shall survive delivery of the respective Mortgage Loan Documents Collateral File to the Custodians applicable Custodian and shall inure to the benefit of the Assignee and its assigns notwithstanding any restrictive or qualified endorsement or assignment. Upon the discovery by the Assignor or the Assignee and its assigns of a breach of the foregoing representations and warranties, the party discovering such breach shall give prompt written notice to the other parties to this Assignment Agreement, and in no event later than two (2) Business Days from the date of such discovery. It is understood and agreed that the obligations of the Assignor set forth in Section 6 7 to repurchase a Mortgage Loan constitute the sole remedies available to the Assignee and its assigns on their behalf respecting a breach of the representations and warranties contained in this Section 56. It is further understood and agreed that the Assignor shall be deemed not to have made the representations and warranties in Section 6(j) with respect to, and to the extent of, representations and warranties made, as to the matters covered in Section 6(j), by the Seller in the Sale Agreement (or any officer’s certificate delivered pursuant thereto). It is understood and agreed that the Assignor has made no representations or warranties to the Assignee other than those contained in this Section 56, and no other affiliate of the Assignor has made any representations or warranties of any kind to the Assignee.

Bring Down. With respect to the Sellers Guide, nothing Nothing has occurred or failed to occur from and after the applicable closing date set forth in the related MLPA Sale Agreement to February August 24, 2006, 2006 that would cause any of the representations and warranties relating to the Mortgage Loans set forth in Section II.B.2. 3.02 of the Sellers Guide, as such may be amended by the related MLPA, Sale Agreement to be incorrect in any material respects as of the date hereof as if made on the date hereof. It is understood and agreed that the representations and warranties set forth in this Section 5 6 shall survive delivery of the respective Mortgage Loan Documents Collateral File to the Custodians Custodian and shall inure to the benefit of the Assignee and its assigns notwithstanding any restrictive or qualified endorsement or assignment. Upon the discovery by the Assignor or the Assignee and its assigns of a breach of the foregoing representations and warranties, the party discovering such breach shall give prompt written notice to the other parties to this Assignment Agreement, and in no event later than two (2) Business Days from the date of such discovery. It is understood and agreed that the obligations of the Assignor set forth in Section 6 7 to repurchase a Mortgage Loan constitute the sole remedies available to the Assignee and its assigns on their behalf respecting a breach of the representations and warranties contained in this Section 56. It is further understood and agreed that the Assignor shall be deemed not to have made the representations and warranties in Section 6(k) with respect to, and to the extent of, representations and warranties made, as to the matters covered in Section 6(k), by the Seller in the Sale Agreement (or any officer’s certificate delivered pursuant thereto). It is understood and agreed that the Assignor has made no representations or warranties to the Assignee other than those contained in this Section 56, and no other affiliate of the Assignor has made any representations or warranties of any kind to the Assignee.

Bring Down. With respect to the Sellers GuideAgreements, nothing has occurred or failed to occur from and after the closing date set forth in the related MLPA Underlying Assignment Agreement to February 24March 30, 2006, 2007 that would cause any of the representations and warranties relating to the Mortgage Loans set forth contained in Section II.B.2. of 3.02 under the Sellers Guide, as such may be amended by the related MLPA, Servicing Agreement to be incorrect in any material respects as of the date hereof as if made on the date hereof. It is understood and agreed that the representations and warranties set forth in this Section 5 6 shall survive delivery of the respective Mortgage Loan Documents to the Custodians custodian and shall inure to the benefit of the Assignee and its assigns notwithstanding any restrictive or qualified endorsement or assignment. Upon the discovery by the Assignor or the Assignee and its assigns of a breach of the foregoing representations and warranties, the party discovering such breach shall give prompt written notice to the other parties to this Assignment Agreement, and in no event later than two (2) Business Days from the date of such discovery. It is understood and agreed that the obligations of the Assignor set forth in Section 6 7 to repurchase a Mortgage Loan constitute the sole remedies available to the Assignee and its assigns on their behalf respecting a breach of the representations and warranties contained in this Section 56. It is further understood and agreed that the Assignor shall be deemed not to have made the representations and warranties in this Section 6(j) with respect to, and to the extent of, representations and warranties made, as to the matters covered in this Section 6(j), by the Servicer in the Servicing Agreement (or any officer’s certificate delivered pursuant thereto). It is understood and agreed that the Assignor has made no representations or warranties to the Assignee other than those contained in this Section 56, and no other affiliate of the Assignor has made any representations or warranties of any kind to the Assignee.

Bring Down. With respect to the Sellers Guide, nothing Nothing has occurred or failed to occur from and after the closing date set forth in the related MLPA Sale Agreement to February August 24, 2006, 2006 that would cause any of the representations and warranties relating to the Mortgage Loans set forth in Section II.B.2. 3.02 of the Sellers Guide, as such may be amended by the related MLPA, Sale Agreement to be incorrect in any material respects as of the date hereof as if made on the date hereof. It is understood and agreed that the representations and warranties set forth in this Section 5 6 shall survive delivery of the respective Mortgage Loan Documents Collateral File to the Custodians applicable Custodian and shall inure to the benefit of the Assignee and its assigns notwithstanding any restrictive or qualified endorsement or assignment. Upon the discovery by the Assignor or the Assignee and its assigns of a breach of the foregoing representations and warranties, the party discovering such breach shall give prompt written notice to the other parties to this Assignment Agreement, and in no event later than two (2) Business Days from the date of such discovery. It is understood and agreed that the obligations of the Assignor set forth in Section 6 8 to repurchase a Mortgage Loan constitute the sole remedies available to the Assignee and its assigns on their behalf respecting a breach of the representations and warranties contained in this Section 56. It is further understood and agreed that the Assignor shall be deemed not to have made the representations and warranties in Section 6(j) with respect to, and to the extent of, representations and warranties made, as to the matters covered in Section 6(j), by the Seller in the Sale Agreement (or any officer’s certificate delivered pursuant thereto). It is understood and agreed that the Assignor has made no representations or warranties to the Assignee other than those contained in this Section 56, and no other affiliate of the Assignor has made any representations or warranties of any kind to the Assignee.

Bring Down. With respect to the Sellers Guide, nothing Nothing has occurred or failed to occur from and after the closing date set forth in the related MLPA Sale Agreement to February May 24, 2006, 2007 that would cause any of the representations and warranties relating to the Mortgage Loans set forth in Section II.B.2. 3.02 of the Sellers Guide, as such may be amended by the related MLPA, Sale Agreement to be incorrect in any material respects as of the date hereof as if made on the date hereof. It is understood and agreed that the representations and warranties set forth in this Section 5 7 shall survive delivery of the respective Mortgage Loan Documents Collateral File to the Custodians applicable Custodian and shall inure to the benefit of the Assignee and its assigns notwithstanding any restrictive or qualified endorsement or assignment. Upon the discovery by the Assignor or the Assignee and its assigns of a breach of the foregoing representations and warranties, the party discovering such breach shall give prompt written notice to the other parties to this Assignment Agreement, and in no event later than two (2) Business Days from the date of such discovery. It is understood and agreed that the obligations of the Assignor set forth in Section 6 8 hereof to repurchase a Mortgage Loan constitute the sole remedies available to the Assignee and its assigns on their behalf respecting a breach of the representations and warranties contained in this Section 57. It is further understood and agreed that the Assignor shall be deemed not to have made the representations and warranties in Section 7(j) hereof with respect to, and to the extent of, representations and warranties made, as to the matters covered in Section 7(j) hereof, by the Seller in the Sale Agreement (or any officer’s certificate delivered pursuant thereto). It is understood and agreed that the Assignor has made no representations or warranties to the Assignee other than those contained in this Section 57, and no other affiliate of the Assignor has made any representations or warranties of any kind to the Assignee.

Bring Down. With respect to the Sellers Guide, nothing Nothing has occurred or failed to occur from and after the closing date set forth in the related MLPA Sale Agreement to February 24October 30, 2006, 2006 that would cause any of the representations and warranties relating to the Mortgage Loans set forth in Section II.B.2. 3.02 of the Sellers Guide, as such may be amended by the related MLPA, Sale Agreement to be incorrect in any material respects as of the date hereof as if made on the date hereof. It is understood and agreed that the representations and warranties set forth in this Section 5 6 shall survive delivery of the respective Mortgage Loan Documents Collateral File to the Custodians applicable Custodian and shall inure to the benefit of the Assignee and its assigns notwithstanding any restrictive or qualified endorsement or assignment. Upon the discovery by the Assignor or the Assignee and its assigns of a breach of the foregoing representations and warranties, the party discovering such breach shall give prompt written notice to the other parties to this Assignment Agreement, and in no event later than two (2) Business Days from the date of such discovery. It is understood and agreed that the obligations of the Assignor set forth in Section 6 8 to repurchase a Mortgage Loan constitute the sole remedies available to the Assignee and its assigns on their behalf respecting a breach of the representations and warranties contained in this Section 56. It is further understood and agreed that the Assignor shall be deemed not to have made the representations and warranties in Section 6(j) with respect to, and to the extent of, representations and warranties made, as to the matters covered in Section 6(j), by the Seller in the Sale Agreement (or any officer’s certificate delivered pursuant thereto). It is understood and agreed that the Assignor has made no representations or warranties to the Assignee other than those contained in this Section 56, and no other affiliate of the Assignor has made any representations or warranties of any kind to the Assignee.

Bring Down. With respect to the Sellers Guide, nothing Nothing has occurred or failed to occur from and after the closing date set forth in the related MLPA Sale Agreement to February May 24, 2006, 2007 that would cause any of the representations and warranties relating to the Mortgage Loans set forth in Section II.B.2. 3.02 of the Sellers Guide, as such may be amended by the related MLPA, Sale Agreement to be incorrect in any material respects as of the date hereof as if made on the date hereof. It is understood and agreed that the representations and warranties set forth in this Section 5 6 shall survive delivery of the respective Mortgage Loan Documents Collateral File to the Custodians applicable Custodian and shall inure to the benefit of the Assignee and its assigns notwithstanding any restrictive or qualified endorsement or assignment. Upon the discovery by the Assignor or the Assignee and its assigns of a breach of the foregoing representations and warranties, the party discovering such breach shall give prompt written notice to the other parties to this Assignment Agreement, and in no event later than two (2) Business Days from the date of such discovery. It is understood and agreed that the obligations of the Assignor set forth in Section 6 7 hereof to repurchase a Mortgage Loan constitute the sole remedies available to the Assignee and its assigns on their behalf respecting a breach of the representations and warranties contained in this Section 56. It is further understood and agreed that the Assignor shall be deemed not to have made the representations and warranties in Section 6(j) with respect to, and to the extent of, representations and warranties made, as to the matters covered in Section 6(j), by the Seller in the Sale Agreement (or any officer’s certificate delivered pursuant thereto). It is understood and agreed that the Assignor has made no representations or warranties to the Assignee other than those contained in this Section 56, and no other affiliate of the Assignor has made any representations or warranties of any kind to the Assignee.

Bring Down. With respect to the Sellers Guide, nothing Nothing has occurred or failed to occur from and after the closing date set forth in the related MLPA Sale Agreement to February 24December 29, 2006, 2006 that would cause any of the representations and warranties relating to the Mortgage Loans set forth in Section II.B.2. 3.02 of the Sellers Guide, as such may be amended by the related MLPA, Sale Agreement to be incorrect in any material respects as of the date hereof as if made on the date hereof. It is understood and agreed that the representations and warranties set forth in this Section 5 7 shall survive delivery of the respective Mortgage Loan Documents Collateral File to the Custodians applicable Custodian and shall inure to the benefit of the Assignee and its assigns notwithstanding any restrictive or qualified endorsement or assignment. Upon the discovery by the Assignor or the Assignee and its assigns of a breach of the foregoing representations and warranties, the party discovering such breach shall give prompt written notice to the other parties to this Assignment Agreement, and in no event later than two (2) Business Days from the date of such discovery. It is understood and agreed that the obligations of the Assignor set forth in Section 6 8 hereof to repurchase a Mortgage Loan constitute the sole remedies available to the Assignee and its assigns on their behalf respecting a breach of the representations and warranties contained in this Section 57. It is further understood and agreed that the Assignor shall be deemed not to have made the representations and warranties in Section 7(j) hereof with respect to, and to the extent of, representations and warranties made, as to the matters covered in Section 7(j) hereof, by the Seller in the Sale Agreement (or any officer’s certificate delivered pursuant thereto). It is understood and agreed that the Assignor has made no representations or warranties to the Assignee other than those contained in this Section 57, and no other affiliate of the Assignor has made any representations or warranties of any kind to the Assignee.

Bring Down. With respect to the Sellers Guide, nothing Nothing has occurred or failed to occur from and after the closing date set forth in the related MLPA Sale Agreement to February 24July 28, 2006, 2006 that would cause any of the representations and warranties relating to the Mortgage Loans set forth in Section II.B.2. 3.02 of the Sellers Guide, as such may be amended by the related MLPA, Sale Agreement to be incorrect in any material respects as of the date hereof as if made on the date hereof. It is understood and agreed that the representations and warranties set forth in this Section 5 6 shall survive delivery of the respective Mortgage Loan Documents Collateral File to the Custodians applicable Custodian and shall inure to the benefit of the Assignee and its assigns notwithstanding any restrictive or qualified endorsement or assignment. Upon the discovery by the Assignor or the Assignee and its assigns of a breach of the foregoing representations and warranties, the party discovering such breach shall give prompt written notice to the other parties to this Assignment Agreement, and in no event later than two (2) Business Days from the date of such discovery. It is understood and agreed that the obligations of the Assignor set forth in Section 6 7 to repurchase a Mortgage Loan constitute the sole remedies available to the Assignee and its assigns on their behalf respecting a breach of the representations and warranties contained in this Section 56. It is further understood and agreed that the Assignor shall be deemed not to have made the representations and warranties in Section 6(j) with respect to, and to the extent of, representations and warranties made, as to the matters covered in Section 6(j), by the Seller in the Sale Agreement (or any officer’s certificate delivered pursuant thereto). It is understood and agreed that the Assignor has made no representations or warranties to the Assignee other than those contained in this Section 56, and no other affiliate of the Assignor has made any representations or warranties of any kind to the Assignee.

Bring Down. With respect to the Sellers GuideAgreements, nothing has occurred or failed to occur from and after the closing date set forth in the related MLPA Underlying Assignment Agreement to February May 24, 2006, 2007 that would cause cause, with respect to those Mortgage Loans purchased pursuant to the 2006 ACAs, any of the representations and warranties relating to the Mortgage Loans set forth contained in Section II.B.2. 3.02 of the Sellers Guide, as such may be amended by the related MLPA, 2006 MSWSA to be incorrect in any material respects as of the date hereof hereof, as if made on the date hereof. It is understood and agreed that the representations and warranties set forth in this Section 5 6 shall survive delivery of the respective Mortgage Loan Documents to the Custodians custodian and shall inure to the benefit of the Assignee and its assigns notwithstanding any restrictive or qualified endorsement or assignment. Upon the discovery by the Assignor or the Assignee and its assigns of a breach of the foregoing representations and warranties, the party discovering such breach shall give prompt written notice to the other parties to this Assignment Agreement, and in no event later than two (2) Business Days from the date of such discovery. It is understood and agreed that the obligations of the Assignor set forth in Section 6 8 to repurchase a Mortgage Loan constitute the sole remedies available to the Assignee and its assigns on their behalf respecting a breach of the representations and warranties contained in this Section 56. It is further understood and agreed that the Assignor shall be deemed not to have made the representations and warranties in this Section 6(j) with respect to, and to the extent of, representations and warranties made, as to the matters covered in this Section 6(j), by the Servicer in the Agreements (or any officer’s certificate delivered pursuant thereto). It is understood and agreed that the Assignor has made no representations or warranties to the Assignee other than those contained in this Section 56, and no other affiliate of the Assignor has made any representations or warranties of any kind to the Assignee.

Bring Down. With respect to the Sellers Guide, nothing Nothing has occurred or failed to occur from and after the applicable closing date set forth in the related MLPA Sale Agreement to February 24June 30, 2006, 2006 that would cause any of the representations and warranties relating to the Mortgage Loans set forth in Section II.B.2. 3.02 of the Sellers Guide, as such may be amended by the related MLPA, Sale Agreement to be incorrect in any material respects as of the date hereof as if made on the date hereof. It is understood and agreed that the representations and warranties set forth in this Section 5 6 shall survive delivery of the respective Mortgage Loan Documents Collateral File to the Custodians applicable Custodian and shall inure to the benefit of the Assignee and its assigns notwithstanding any restrictive or qualified endorsement or assignment. Upon the discovery by the Assignor or the Assignee and its assigns of a breach of the foregoing representations and warranties, the party discovering such breach shall give prompt written notice to the other parties to this Assignment Agreement, and in no event later than two (2) Business Days from the date of such discovery. It is understood and agreed that the obligations of the Assignor set forth in Section 6 7 to repurchase a Mortgage Loan constitute the sole remedies available to the Assignee and its assigns on their behalf respecting a breach of the representations and warranties contained in this Section 56. It is further understood and agreed that the Assignor shall be deemed not to have made the representations and warranties in Section 6(k) with respect to, and to the extent of, representations and warranties made, as to the matters covered in Section 6(k), by the Seller in the Sale Agreement (or any officer’s certificate delivered pursuant thereto). It is understood and agreed that the Assignor has made no representations or warranties to the Assignee other than those contained in this Section 56, and no other affiliate of the Assignor has made any representations or warranties of any kind to the Assignee.

Bring Down. With respect to the Sellers Guide, nothing Nothing has occurred or failed to occur from and after the closing date set forth in the related MLPA Sale Agreement to February 24May 26, 2006, 2006 that would cause any of the representations and warranties relating to the Mortgage Loans set forth in Section II.B.2. 3.02 of the Sellers Guide, as such may be amended by the related MLPA, Sale Agreement to be incorrect in any material respects as of the date hereof as if made on the date hereof. It is understood and agreed that the representations and warranties set forth in this Section 5 7 shall survive delivery of the respective Mortgage Loan Documents Collateral File to the Custodians applicable Custodian and shall inure to the benefit of the Assignee and its assigns notwithstanding any restrictive or qualified endorsement or assignment. Upon the discovery by the Assignor or the Assignee and its assigns of a breach of the foregoing representations and warranties, the party discovering such breach shall give prompt written notice to the other parties to this Assignment Agreement, and in no event later than two (2) Business Days from the date of such discovery. It is understood and agreed that the obligations of the Assignor set forth in Section 6 8 to repurchase a Mortgage Loan constitute the sole remedies available to the Assignee and its assigns on their behalf respecting a breach of the representations and warranties contained in this Section 57. It is further understood and agreed that the Assignor shall be deemed not to have made the representations and warranties in Section 7(k) with respect to, and to the extent of, representations and warranties made, as to the matters covered in Section 7(k), by the Seller in the Sale Agreement (or any officer’s certificate delivered pursuant thereto). It is understood and agreed that the Assignor has made no representations or warranties to the Assignee other than those contained in this Section 57, and no other affiliate of the Assignor has made any representations or warranties of any kind to the Assignee.

Bring Down. With respect to the Sellers Guide, nothing Nothing has occurred or failed to occur from and after the applicable closing date set forth in the related MLPA Sale Agreement to February May 24, 2006, 2007 that would cause any of the representations and warranties relating to the Mortgage Loans set forth in Section II.B.2. 3.02 of the Sellers Guide, as such may be amended by the related MLPA, Sale Agreement to be incorrect in any material respects as of the date hereof as if made on the date hereof. It is understood and agreed that the representations and warranties set forth in this Section 5 6 shall survive delivery of the respective Mortgage Loan Documents Collateral File to the Custodians applicable Custodian and shall inure to the benefit of the Assignee and its assigns notwithstanding any restrictive or qualified endorsement or assignment. Upon the discovery by the Assignor or the Assignee and its assigns of a breach of the foregoing representations and warranties, the party discovering such breach shall give prompt written notice to the other parties to this Assignment Agreement, and in no event later than two (2) Business Days from the date of such discovery. It is understood and agreed that the obligations of the Assignor set forth in Section 6 7 to repurchase a Mortgage Loan constitute the sole remedies available to the Assignee and its assigns on their behalf respecting a breach of the representations and warranties contained in this Section 56. It is further understood and agreed that the Assignor shall be deemed not to have made the representations and warranties in Section 6(k) with respect to, and to the extent of, representations and warranties made, as to the matters covered in Section 6(k), by the Seller in the Sale Agreement (or any officer’s certificate delivered pursuant thereto). It is understood and agreed that the Assignor has made no representations or warranties to the Assignee other than those contained in this Section 56, and no other affiliate of the Assignor has made any representations or warranties of any kind to the Assignee.

Bring Down. With respect to the Sellers Guide, nothing has occurred or failed to occur from and after the closing date set forth in the related MLPA to February 24October 29, 20062007, that would cause any of the representations and warranties relating to the Conduit Mortgage Loans set forth in Section II.B.2. of the Sellers Guide, as such may be amended by the related MLPA, to be incorrect in any material respects as of the date hereof as if made on the date hereof. It is understood and agreed that the representations and warranties set forth in this Section 5 shall survive delivery of the respective Mortgage Loan Documents to the Custodians Custodian and shall inure to the benefit of the Assignee and its assigns notwithstanding any restrictive or qualified endorsement or assignment. Upon the discovery by the Assignor or the Assignee and its assigns of a breach of the foregoing representations and warranties, the party discovering such breach shall give prompt written notice to the other parties to this Assignment Agreement, and in no event later than two (2) Business Days from the date of such discovery. It is understood and agreed that the obligations of the Assignor set forth in Section 6 hereof to repurchase a Conduit Mortgage Loan constitute the sole remedies available to the Assignee and its assigns on their behalf respecting a breach of the representations and warranties contained in this Section 5. It is understood and agreed that the Assignor has made no representations or warranties to the Assignee other than those contained in this Section 5, and no other affiliate of the Assignor has made any representations or warranties of any kind to the Assignee.

Bring Down. With respect to the Sellers Guide, nothing has occurred or failed to occur from and after the closing date set forth in the related MLPA to February 24December 28, 20062007, that would cause any of the representations and warranties relating to the Conduit Mortgage Loans set forth in Section II.B.2. of the Sellers Guide, as such may be amended by the related MLPA, to be incorrect in any material respects as of the date hereof as if made on the date hereof. It is understood and agreed that the representations and warranties set forth in this Section 5 shall survive delivery of the respective Mortgage Loan Documents to the Custodians and shall inure to the benefit of the Assignee and its assigns notwithstanding any restrictive or qualified endorsement or assignment. Upon the discovery by the Assignor or the Assignee and its assigns of a breach of the foregoing representations and warranties, the party discovering such breach shall give prompt written notice to the other parties to this Assignment Agreement, and in no event later than two (2) Business Days from the date of such discovery. It is understood and agreed that the obligations of the Assignor set forth in Section 6 below hereof to repurchase a Mortgage Loan constitute the sole remedies available to the Assignee and its assigns on their behalf respecting a breach of the representations and warranties contained in this Section 5. It is understood and agreed that the Assignor has made no representations or warranties to the Assignee other than those contained in this Section 5, and no other affiliate of the Assignor has made any representations or warranties of any kind to the Assignee.

Bring Down. With respect to the Sellers Guide, nothing Nothing has occurred or failed to occur from and after the closing date set forth in the related MLPA Sale Agreement to February August 24, 2006, 2006 that would cause any of the representations and warranties relating to the Mortgage Loans set forth in Section II.B.2. 3.02 of the Sellers Guide, as such may be amended by the related MLPA, Sale Agreement to be incorrect in any material respects as of the date hereof as if made on the date hereof. It is understood and agreed that the representations and warranties set forth in this Section 5 7 shall survive delivery of the respective Mortgage Loan Documents Collateral File to the Custodians applicable Custodian and shall inure to the benefit of the Assignee and its assigns notwithstanding any restrictive or qualified endorsement or assignment. Upon the discovery by the Assignor or the Assignee and its assigns of a breach of the foregoing representations and warranties, the party discovering such breach shall give prompt written notice to the other parties to this Assignment Agreement, and in no event later than two (2) Business Days from the date of such discovery. It is understood and agreed that the obligations of the Assignor set forth in Section 6 8 to repurchase a Mortgage Loan constitute the sole remedies available to the Assignee and its assigns on their behalf respecting a breach of the representations and warranties contained in this Section 57. It is further understood and agreed that the Assignor shall be deemed not to have made the representations and warranties in Section 7(k) with respect to, and to the extent of, representations and warranties made, as to the matters covered in Section 7(k), by the Seller in the Sale Agreement (or any officer’s certificate delivered pursuant thereto). It is understood and agreed that the Assignor has made no representations or warranties to the Assignee other than those contained in this Section 57, and no other affiliate of the Assignor has made any representations or warranties of any kind to the Assignee.

Bring Down. With respect to the Sellers Guide, nothing Nothing has occurred or failed to occur from and after the applicable closing date set forth in either of the related MLPA Sale Agreements to February 24, 2006, 2006 that would cause any of the representations and warranties relating to the Mortgage Loans set forth in Section II.B.2. 3.02 of the Sellers Guide, as such may be amended by the related MLPA, Sale Agreement to be incorrect in any material respects as of the date hereof as if made on the date hereof. It is understood and agreed that the representations and warranties set forth in this Section 5 6 shall survive delivery of the respective Mortgage Loan Documents Collateral File to the Custodians applicable Custodian and shall inure to the benefit of the Assignee and its assigns notwithstanding any restrictive or qualified endorsement or assignment. Upon the discovery by the Assignor or the Assignee and its assigns of a breach of the foregoing representations and warranties, the party discovering such breach shall give prompt written notice to the other parties to this Assignment Agreement, and in no event later than two (2) Business Days from the date of such discovery. It is understood and agreed that the obligations of the Assignor set forth in Section 6 7 to repurchase a Mortgage Loan constitute the sole remedies available to the Assignee and its assigns on their behalf respecting a breach of the representations and warranties contained in this Section 56. It is further understood and agreed that the Assignor shall be deemed not to have made the representations and warranties in Section 6(k) with respect to, and to the extent of, representations and warranties made, as to the matters covered in Section 6(k), by the Seller in the applicable Sale Agreement (or any officer’s certificate delivered pursuant thereto). It is understood and agreed that the Assignor has made no representations or warranties to the Assignee other than those contained in this Section 56, and no other affiliate of the Assignor has made any representations or warranties of any kind to the Assignee.

Bring Down. With respect to the Sellers Guide, nothing Nothing has occurred or failed to occur from and after the closing date set forth in the related MLPA Sale Agreement to February 24December 29, 2006, 2006 that would cause any of the representations and warranties relating to the Mortgage Loans set forth in Section II.B.2. 3.02 of the Sellers Guide, as such may be amended by the related MLPA, Sale Agreement to be incorrect in any material respects as of the date hereof as if made on the date hereof. It is understood and agreed that the representations and warranties set forth in this Section 5 6 shall survive delivery of the respective Mortgage Loan Documents Collateral File to the Custodians applicable Custodian and shall inure to the benefit of the Assignee and its assigns notwithstanding any restrictive or qualified endorsement or assignment. Upon the discovery by the Assignor or the Assignee and its assigns of a breach of the foregoing representations and warranties, the party discovering such breach shall give prompt written notice to the other parties to this Assignment Agreement, and in no event later than two (2) Business Days from the date of such discovery. It is understood and agreed that the obligations of the Assignor set forth in Section 6 7 hereof to repurchase a Mortgage Loan constitute the sole remedies available to the Assignee and its assigns on their behalf respecting a breach of the representations and warranties contained in this Section 56. It is further understood and agreed that the Assignor shall be deemed not to have made the representations and warranties in Section 6(j) with respect to, and to the extent of, representations and warranties made, as to the matters covered in Section 6(j), by the Seller in the Sale Agreement (or any officer’s certificate delivered pursuant thereto). It is understood and agreed that the Assignor has made no representations or warranties to the Assignee other than those contained in this Section 56, and no other affiliate of the Assignor has made any representations or warranties of any kind to the Assignee.

Bring Down. With respect to the Sellers Guide, nothing has occurred or failed to occur from and after the closing date set forth in the related MLPA to February 24May 26, 2006, that would cause any of the representations and warranties relating to the Mortgage Loans set forth in Section II.B.2. of the Sellers Guide, as such may be amended by the related MLPA, to be incorrect in any material respects as of the date hereof as if made on the date hereof. It is understood and agreed that the representations and warranties set forth in this Section 5 shall survive delivery of the respective Mortgage Loan Documents to the Custodians and shall inure to the benefit of the Assignee and its assigns notwithstanding any restrictive or qualified endorsement or assignment. Upon the discovery by the Assignor or the Assignee and its assigns of a breach of the foregoing representations and warranties, the party discovering such breach shall give prompt written notice to the other parties to this Assignment Agreement, and in no event later than two (2) Business Days from the date of such discovery. It is understood and agreed that the obligations of the Assignor set forth in Section 6 to repurchase a Mortgage Loan constitute the sole remedies available to the Assignee and its assigns on their behalf respecting a breach of the representations and warranties contained in this Section 5. It is understood and agreed that the Assignor has made no representations or warranties to the Assignee other than those contained in this Section 5, and no other affiliate of the Assignor has made any representations or warranties of any kind to the Assignee.

Bring Down. With respect to the Sellers Guide, nothing Nothing has occurred or failed to occur from and after the applicable closing date set forth in the related MLPA Sale Agreement to February 24December 29, 2006, 2006 that would cause any of the representations and warranties relating to the Mortgage Loans set forth in Section II.B.2. 3.02 of the Sellers Guide, as such may be amended by the related MLPA, Sale Agreement to be incorrect in any material respects as of the date hereof as if made on the date hereof. It is understood and agreed that the representations and warranties set forth in this Section 5 6 shall survive delivery of the respective Mortgage Loan Documents Collateral File to the Custodians applicable Custodian and shall inure to the benefit of the Assignee and its assigns notwithstanding any restrictive or qualified endorsement or assignment. Upon the discovery by the Assignor or the Assignee and its assigns of a breach of the foregoing representations and warranties, the party discovering such breach shall give prompt written notice to the other parties to this Assignment Agreement, and in no event later than two (2) Business Days from the date of such discovery. It is understood and agreed that the obligations of the Assignor set forth in Section 6 7 to repurchase a Mortgage Loan constitute the sole remedies available to the Assignee and its assigns on their behalf respecting a breach of the representations and warranties contained in this Section 56. It is further understood and agreed that the Assignor shall be deemed not to have made the representations and warranties in Section 6(k) with respect to, and to the extent of, representations and warranties made, as to the matters covered in Section 6(k), by the Seller in the Sale Agreement (or any officer’s certificate delivered pursuant thereto). It is understood and agreed that the Assignor has made no representations or warranties to the Assignee other than those contained in this Section 56, and no other affiliate of the Assignor has made any representations or warranties of any kind to the Assignee.

Bring Down. With respect to the Sellers Guide, nothing Nothing has occurred or failed to occur from and after the closing date set forth in the related MLPA Sale Agreement to February 24August 25, 2006, 2006 that would cause any of the representations and warranties relating to the Mortgage Loans set forth in Section II.B.2. 3.02 of the Sellers Guide, as such may be amended by the related MLPA, Sale Agreement to be incorrect in any material respects as of the date hereof as if made on the date hereof. It is understood and agreed that the representations and warranties set forth in this Section 5 6 shall survive delivery of the respective Mortgage Loan Documents Collateral File to the Custodians applicable Custodian and shall inure to the benefit of the Assignee and its assigns notwithstanding any restrictive or qualified endorsement or assignment. Upon the discovery by the Assignor or the Assignee and its assigns of a breach of the foregoing representations and warranties, the party discovering such breach shall give prompt written notice to the other parties to this Assignment Agreement, and in no event later than two (2) Business Days from the date of such discovery. It is understood and agreed that the obligations of the Assignor set forth in Section 6 8 to repurchase a Mortgage Loan constitute the sole remedies available to the Assignee and its assigns on their behalf respecting a breach of the representations and warranties contained in this Section 56. It is further understood and agreed that the Assignor shall be deemed not to have made the representations and warranties in Section 6(j) with respect to, and to the extent of, representations and warranties made, as to the matters covered in Section 6(j), by the Seller in the Sale Agreement (or any officer’s certificate delivered pursuant thereto). It is understood and agreed that the Assignor has made no representations or warranties to the Assignee other than those contained in this Section 56, and no other affiliate of the Assignor has made any representations or warranties of any kind to the Assignee.

Bring Down. With respect to the Sellers Guide, nothing Nothing has occurred or failed to occur from and after the closing date set forth in the related MLPA Sale Agreement to February 24January 1, 2006, 2007 that would cause any of the representations and warranties relating to the Mortgage Loans set forth in Section II.B.2. 3.02 of the Sellers Guide, as such may be amended by the related MLPA, Sale Agreement to be incorrect in any material respects as of the date hereof as if made on the date hereof. It is understood and agreed that the representations and warranties set forth in this Section 5 6 shall survive delivery of the respective Mortgage Loan Documents Collateral File to the Custodians applicable Custodian and shall inure to the benefit of the Assignee and its assigns notwithstanding any restrictive or qualified endorsement or assignment. Upon the discovery by the Assignor or the Assignee and its assigns of a breach of the foregoing representations and warranties, the party discovering such breach shall give prompt written notice to the other parties to this Assignment Agreement, and in no event later than two (2) Business Days from the date of such discovery. It is understood and agreed that the obligations of the Assignor set forth in Section 6 8 hereof to repurchase a Mortgage Loan constitute the sole remedies available to the Assignee and its assigns on their behalf respecting a breach of the representations and warranties contained in this Section 56. It is further understood and agreed that the Assignor shall be deemed not to have made the representations and warranties in Section 6(j) with respect to, and to the extent of, representations and warranties made, as to the matters covered in Section 6(j), by the Seller in the Sale Agreement (or any officer’s certificate delivered pursuant thereto). It is understood and agreed that the Assignor has made no representations or warranties to the Assignee other than those contained in this Section 56, and no other affiliate of the Assignor has made any representations or warranties of any kind to the Assignee.

Bring Down. With respect to the Sellers Guide, nothing Nothing has occurred or failed to occur from and after the closing date set forth in the related MLPA Sale Agreement to February 24June 29, 2006, 2007 that would cause any of the representations and warranties relating to the Mortgage Loans set forth in Section II.B.2. 3.02 of the Sellers Guide, as such may be amended by the related MLPA, Sale Agreement to be incorrect in any material respects as of the date hereof as if made on the date hereof. It is understood and agreed that the representations and warranties set forth in this Section 5 6 shall survive delivery of the respective Mortgage Loan Documents Collateral File to the Custodians applicable Custodian and shall inure to the benefit of the Assignee and its assigns notwithstanding any restrictive or qualified endorsement or assignment. Upon the discovery by the Assignor or the Assignee and its assigns of a breach of the foregoing representations and warranties, the party discovering such breach shall give prompt written notice to the other parties to this Assignment Agreement, and in no event later than two (2) Business Days from the date of such discovery. It is understood and agreed that the obligations of the Assignor set forth in Section 6 7 hereof to repurchase a Mortgage Loan constitute the sole remedies available to the Assignee and its assigns on their behalf respecting a breach of the representations and warranties contained in this Section 56. It is further understood and agreed that the Assignor shall be deemed not to have made the representations and warranties in Section 6(j) with respect to, and to the extent of, representations and warranties made, as to the matters covered in Section 6(j), by the Seller in the Sale Agreement (or any officer’s certificate delivered pursuant thereto). It is understood and agreed that the Assignor has made no representations or warranties to the Assignee other than those contained in this Section 56, and no other affiliate of the Assignor has made any representations or warranties of any kind to the Assignee.

Bring Down. With respect to the Sellers Guide, nothing Nothing has occurred or failed to occur from and after the closing date set forth in the related MLPA Sale Agreement to February August 24, 2006, 2006 that would cause any of the representations and warranties relating to the Mortgage Loans set forth in Section II.B.2. 3.02 of the Sellers Guide, as such may be amended by the related MLPA, Sale Agreement to be incorrect in any material respects as of the date hereof as if made on the date hereof. It is understood and agreed that the representations and warranties set forth in this Section 5 6 shall survive delivery of the respective Mortgage Loan Documents Collateral File to the Custodians applicable Custodian and shall inure to the benefit of the Assignee and its assigns notwithstanding any restrictive or qualified endorsement or assignment. Upon the discovery by the Assignor or the Assignee and its assigns of a breach of the foregoing representations and warranties, the party discovering such breach shall give prompt written notice to the other parties to this Assignment Agreement, and in no event later than two (2) Business Days from the date of such discovery. It is understood and agreed that the obligations of the Assignor set forth in Section 6 7 to repurchase a Mortgage Loan constitute the sole remedies available to the Assignee and its assigns on their behalf respecting a breach of the representations and warranties contained in this Section 56. It is further understood and agreed that the Assignor shall be deemed not to have made the representations and warranties in Section 6(j) with respect to, and to the extent of, representations and warranties made, as to the matters covered in Section 6(j), by the Seller in the Sale Agreement (or any officer’s certificate delivered pursuant thereto). It is understood and agreed that the Assignor has made no representations or warranties to the Assignee other than those contained in this Section 56, and no other affiliate of the Assignor has made any representations or warranties of any kind to the Assignee.

Bring Down. With respect to the Sellers Guide, nothing Nothing has occurred or failed to occur from and after the applicable closing date set forth in the related MLPA Sale Agreement to February 24May 26, 2006, 2006 that would cause any of the representations and warranties relating to the Mortgage Loans set forth in Section II.B.2. 3.02 of the Sellers Guide, as such may be amended by the related MLPA, Sale Agreement to be incorrect in any material respects as of the date hereof as if made on the date hereof. It is understood and agreed that the representations and warranties set forth in this Section 5 6 shall survive delivery of the respective Mortgage Loan Documents Collateral File to the Custodians applicable Custodian and shall inure to the benefit of the Assignee and its assigns notwithstanding any restrictive or qualified endorsement or assignment. Upon the discovery by the Assignor or the Assignee and its assigns of a breach of the foregoing representations and warranties, the party discovering such breach shall give prompt written notice to the other parties to this Assignment Agreement, and in no event later than two (2) Business Days from the date of such discovery. It is understood and agreed that the obligations of the Assignor set forth in Section 6 7 to repurchase a Mortgage Loan constitute the sole remedies available to the Assignee and its assigns on their behalf respecting a breach of the representations and warranties contained in this Section 56. It is further understood and agreed that the Assignor shall be deemed not to have made the representations and warranties in Section 6(k) with respect to, and to the extent of, representations and warranties made, as to the matters covered in Section 6(k), by the Seller in the Sale Agreement (or any officer’s certificate delivered pursuant thereto). It is understood and agreed that the Assignor has made no representations or warranties to the Assignee other than those contained in this Section 56, and no other affiliate of the Assignor has made any representations or warranties of any kind to the Assignee.

Bring Down. With respect to the Sellers Guide, nothing Nothing has occurred or failed to occur from and after the closing date set forth in the related MLPA Sale Agreement to February 24June 30, 2006, 2006 that would cause any of the representations and warranties relating to the Mortgage Loans set forth in Section II.B.2. 3.02 of the Sellers Guide, as such may be amended by the related MLPA, Sale Agreement to be incorrect in any material respects as of the date hereof as if made on the date hereof. It is understood and agreed that the representations and warranties set forth in this Section 5 7 shall survive delivery of the respective Mortgage Loan Documents Collateral File to the Custodians applicable Custodian and shall inure to the benefit of the Assignee and its assigns notwithstanding any restrictive or qualified endorsement or assignment. Upon the discovery by the Assignor or the Assignee and its assigns of a breach of the foregoing representations and warranties, the party discovering such breach shall give prompt written notice to the other parties to this Assignment Agreement, and in no event later than two (2) Business Days from the date of such discovery. It is understood and agreed that the obligations of the Assignor set forth in Section 6 8 to repurchase a Mortgage Loan constitute the sole remedies available to the Assignee and its assigns on their behalf respecting a breach of the representations and warranties contained in this Section 57. It is further understood and agreed that the Assignor shall be deemed not to have made the representations and warranties in Section 7(k) with respect to, and to the extent of, representations and warranties made, as to the matters covered in Section 7(k), by the Seller in the Sale Agreement (or any officer’s certificate delivered pursuant thereto). It is understood and agreed that the Assignor has made no representations or warranties to the Assignee other than those contained in this Section 57, and no other affiliate of the Assignor has made any representations or warranties of any kind to the Assignee.

Bring Down. With respect to the Sellers Guide, nothing Nothing has occurred or failed to occur from and after the closing date set forth in the related MLPA Sale Agreement to February 24, 2006, 2006 that would cause any of the representations and warranties relating to the Mortgage Loans set forth in Section II.B.2. 3.02 of the Sellers Guide, as such may be amended by the related MLPA, either Sale Agreement to be incorrect in any material respects as of the date hereof as if made on the date hereof. It is understood and agreed that the representations and warranties set forth in this Section 5 7 shall survive delivery of the respective Mortgage Loan Documents Collateral File to the Custodians applicable Custodian and shall inure to the benefit of the Assignee and its assigns notwithstanding any restrictive or qualified endorsement or assignment. Upon the discovery by the Assignor or the Assignee and its assigns of a breach of the foregoing representations and warranties, the party discovering such breach shall give prompt written notice to the other parties to this Assignment Agreement, and in no event later than two (2) Business Days from the date of such discovery. It is understood and agreed that the obligations of the Assignor set forth in Section 6 8 to repurchase a Mortgage Loan constitute the sole remedies available to the Assignee and its assigns on their behalf respecting a breach of the representations and warranties contained in this Section 57. It is further understood and agreed that the Assignor shall be deemed not to have made the representations and warranties in Section 7(k) with respect to, and to the extent of, representations and warranties made, as to the matters covered in Section 7(k), by the Seller in the applicable Sale Agreement (or any officer’s certificate delivered pursuant thereto). It is understood and agreed that the Assignor has made no representations or warranties to the Assignee other than those contained in this Section 57, and no other affiliate of the Assignor has made any representations or warranties of any kind to the Assignee.

Bring Down. With respect to the Sellers Guide, nothing Nothing has occurred or failed to occur from and after the closing date set forth in the related MLPA Sale Agreement to February 24March 30, 2006, 2006 that would cause any of the representations and warranties relating to the Mortgage Loans set forth in Section II.B.2. 3.02 of the Sellers Guide, as such may be amended by the related MLPA, Sale Agreement to be incorrect in any material respects as of the date hereof as if made on the date hereof. It is understood and agreed that the representations and warranties set forth in this Section 5 6 shall survive delivery of the respective Mortgage Loan Documents Collateral File to the Custodians applicable Custodian and shall inure to the benefit of the Assignee and its assigns notwithstanding any restrictive or qualified endorsement or assignment. Upon the discovery by the Assignor or the Assignee and its assigns of a breach of the foregoing representations and warranties, the party discovering such breach shall give prompt written notice to the other parties to this Assignment Agreement, and in no event later than two (2) Business Days from the date of such discovery. It is understood and agreed that the obligations of the Assignor set forth in Section 6 8 to repurchase a Mortgage Loan constitute the sole remedies available to the Assignee and its assigns on their behalf respecting a breach of the representations and warranties contained in this Section 56. It is further understood and agreed that the Assignor shall be deemed not to have made the representations and warranties in Section 6(j) with respect to, and to the extent of, representations and warranties made, as to the matters covered in Section 6(j), by the Seller in the Sale Agreement (or any officer’s certificate delivered pursuant thereto). It is understood and agreed that the Assignor has made no representations or warranties to the Assignee other than those contained in this Section 56, and no other affiliate of the Assignor has made any representations or warranties of any kind to the Assignee.

Bring Down. With respect to the Sellers Guide, nothing Nothing has occurred or failed to occur from and after the closing date set forth in the related MLPA Sale Agreement to February 24June 29, 2006, 2007 that would cause any of the representations and warranties relating to the Mortgage Loans set forth in Section II.B.2. 3.02 of the Sellers Guide, as such may be amended by the related MLPA, Sale Agreement to be incorrect in any material respects as of the date hereof as if made on the date hereof. It is understood and agreed that the representations and warranties set forth in this Section 5 6 shall survive delivery of the respective Mortgage Loan Documents Collateral File to the Custodians applicable Custodian and shall inure to the benefit of the Assignee and its assigns notwithstanding any restrictive or qualified endorsement or assignment. Upon the discovery by the Assignor or the Assignee and its assigns of a breach of the foregoing representations and warranties, the party discovering such breach shall give prompt written notice to the other parties to this Assignment Agreement, and in no event later than two (2) Business Days from the date of such discovery. It is understood and agreed that the obligations of the Assignor set forth in Section 6 8 hereof to repurchase a Mortgage Loan constitute the sole remedies available to the Assignee and its assigns on their behalf respecting a breach of the representations and warranties contained in this Section 56. It is further understood and agreed that the Assignor shall be deemed not to have made the representations and warranties in Section 6(j) with respect to, and to the extent of, representations and warranties made, as to the matters covered in Section 6(j), by the Seller in the Sale Agreement (or any officer’s certificate delivered pursuant thereto). It is understood and agreed that the Assignor has made no representations or warranties to the Assignee other than those contained in this Section 56, and no other affiliate of the Assignor has made any representations or warranties of any kind to the Assignee.