MORTGAGE LOAN PURCHASE AGREEMENT

EXHIBIT 10.1

MORTGAGE LOAN PURCHASE AGREEMENT

between

WMC MORTGAGE CORP.

Seller

and

BANK OF AMERICA, NATIONAL ASSOCIATION

Purchaser

Residential Fixed and Adjustable Rate

First Lien Mortgage Loans

Dated as of June 1, 2007

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TABLE OF CONTENTS

SECTION 1. Agreement to Purchase.......................................

SECTION 2. Mortgage Loan Schedules.....................................

SECTION 3. Purchase Price; Payments....................................

SECTION 4. Closing.....................................................

SECTION 5. Representations, Warranties and Covenants of Seller.........

SECTION 6. Closing Documents...........................................

SECTION 7. Costs.......................................................

SECTION 8. Servicing...................................................

SECTION 9. Hazard Insurance............................................

SECTION 10. No Solicitation.............................................

SECTION 11. Confidentiality.............................................

SECTION 12. Survival of Agreement.......................................

SECTION 13. Notices.....................................................

SECTION 14. Severability Clause.........................................

SECTION 15. Counterparts; Facsimile Signatures..........................

SECTION 16. Place of Delivery and Governing Law.........................

SECTION 17. Further Assurances; Financial Statements....................

SECTION 18. Successors and Assigns; Assignment..........................

SECTION 19. Indemnification.............................................

SECTION 20. Amendments..................................................

SECTION 21. Interpretation..............................................

SECTION 22. Intention of the Parties....................................

SECTION 23. Reproduction of Documents...................................

SECTION 24. Exhibits....................................................

SECTION 25. PPTL........................................................

SECTION 26. Compliance with Regulation AB...............................

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EXHIBITS

EXHIBIT A-1 Contents of Mortgage File

EXHIBIT A-2 Contents of Servicing File

EXHIBIT B Form of Purchase Price and Terms Letter

EXHIBIT C Form of Security Release Certification

EXHIBIT D Form of Bill of Sale

EXHIBIT E Form of Seller's Officer's Certificate

EXHIBIT F Form of Memorandum of Sale

SCHEDULE ONE Mortgage Loan Schedule One

SCHEDULE TWO Mortgage Loan Schedule Two

SCHEDULE THREE Mortgage Loan Schedule Three

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MORTGAGE LOAN PURCHASE AGREEMENT

This Mortgage Loan Purchase Agreement (the "Agreement") is entered into as

of June 1, 2007 by and between WMC Mortgage Corp, a California corporation

having an office at 3100 Thornton Avenue, Burbank, California 91504 ("Seller")

and Bank of America, National Association, a national banking association having

an office at 214 North Tryon Street, Charlotte, North Carolina 28255

("Purchaser").

Seller desires to sell to Purchaser, and Purchaser desires to purchase

from Seller on or about June 29, 2007 (the "Closing Date") and on terms and

conditions described below, certain residential fixed and adjustable rate first

lien mortgage loans (the "Mortgage Loans"). The Mortgage Loans shall be sold to

Purchaser on a servicing released basis.

Seller and Purchaser, in consideration of the premises and the mutual

agreements set forth herein and other good and valuable consideration, agree as

follows:

SECTION 1. Agreement to Purchase. Seller hereby agrees to sell, and

Purchaser hereby agrees to purchase, on the terms and conditions stated herein

and in the Purchase Price and Terms Letter executed by Purchaser and Seller in

the form attached hereto as Exhibit B (the "PPTL") certain Mortgage Loans having

an aggregate principal balance as of June 27, 2007 (such date, the "Cut-off

Date," and such principal balance, the "Cut-off Date Principal Balance") of

$2,070,853,965.23.

SECTION 2. Mortgage Loan Schedules. Seller and Purchaser hereby agree that

the Mortgage Loans to be purchased under this Agreement on the Closing Date will

be described in three separate schedules (each, a "Mortgage Loan Schedule") to

be attached as Schedule One, Schedule Two and Schedule Three hereto.

SECTION 3. Purchase Price; Payments.

(a) On the Closing Date, the purchase price for the Mortgage Loans (the

"Purchase Price") shall be an aggregate amount equal to the sum of the amounts

specified in three separate Memoranda of Sale. Seller, simultaneously with the

payment of the Purchase Price, shall execute and deliver to Purchaser three

separate Bills of Sale (as hereinafter defined) with respect to the Mortgage

Loans listed on each Mortgage Loan Schedule in the form attached hereto as

Exhibit D and shall execute the Memoranda of Sale in the form attached hereto as

Exhibit F.

(b) On the related Transfer Date (as defined in Section 8), Seller shall

remit to Purchaser to the account designated in writing by Purchaser with

respect to the related Mortgage Loans the positive escrow account balances

maintained for the mortgagors and any suspense funds and all other similar

amounts held by Seller. In addition, the Seller shall remit to the Purchaser

from the Seller's own funds, the amount of any negative escrow account balances.

Any payments required to be made by Seller pursuant to this Section 3(b) shall

be made by wire transfer of immediately available funds. The Purchaser shall

purchase the corporate and escrow advances for which Seller has provided the

documentation related to such advances as described in Sections 8(a) and (b)

herein and that are determined by Purchaser to be recoverable. Purchaser shall

reimburse Seller for such advances within thirty (30) days of receipt of the

documentation related to the advances.

(c) Purchaser shall be entitled to all payments of principal and interest

and other recoveries on the Mortgage Loans received after the related Cut-off

Date, which shall be applied to the Purchase Price on the Closing Date.

SECTION 4. Closing. The closing of the purchase and sale of the Mortgage

Loans identified on the Mortgage Loan Schedules accepted by Purchaser in

accordance with the procedures set forth herein shall take place on the Closing

Date. Seller shall provide Purchaser with the proposed Mortgage Loan Schedules

at least one (1) business day prior to the Closing Date, and Purchaser shall

have the right to accept or reject the Mortgage Loans on the proposed Mortgage

Loan Schedules.

The obligation of Purchaser to purchase the Mortgage Loans on the Closing

Date as contemplated by this Agreement shall be subject to each of the following

conditions:

(a) All of the representations and warranties under this Agreement and the

Purchase Price and Terms Letter shall be true and correct as of the Closing

Date, and no default or event which, with the giving of notice or the passage of

time or both, would constitute an event of default under this Agreement and the

Purchase Price and Terms Letter shall have occurred;

(b) Purchaser shall have received executed copies of the closing documents

specified in Section 6 of this Agreement;

(c) Seller shall have made available for Purchaser's inspection at least

five (5) business days prior to the Closing Date, at the office of Wells Fargo

Bank, N.A., the contents of the Mortgage File as described in Exhibit A-1 in

accordance with Section 8(c) of this Agreement. Wells Fargo Bank, N.A. currently

serves as custodian of the Mortgage Files on behalf of the Seller and shall

retain the Mortgage Files as custodian for the Purchaser under the Custody

Agreement, dated as of September 1, 2006 (the "Custody Agreement," between the

Purchaser and Wells Fargo Bank, N.A. The Servicing File as described in Exhibit

A-2 for the related Mortgage Loans shall remain with Litton Loan Servicing LP,

as servicer ("Litton"); and

(d) All other terms and conditions of this Agreement and the related

Purchase Price and Terms Letter shall have been complied with.

Subject to the foregoing conditions, Purchaser shall pay to Seller on the

Closing Date the Purchase Price as determined pursuant to Section 3 of this

Agreement, by wire transfer of immediately available funds to the account

designated in writing by Seller. Seller shall advise Purchaser in writing at

least one (1) business day prior to the Closing Date of the account to which

such funds are to be wired.

In addition, in connection with the assignment of any MERS Loan (as

defined herein), Seller agrees that on or prior to the Closing Date it will

cause, at its own expense, the MERS System (as defined herein) to indicate that

the related Mortgage Loans have been assigned by Seller to Purchaser in

accordance with this Agreement by including in such computer files the

information required by the MERS System to identify Purchaser as owner of such

Mortgage Loans.

SECTION 5. Representations, Warranties and Covenants of Seller.

(a) Seller represents and warrants to, and covenants with, Purchaser that

as of each Closing Date:

(i) It is duly organized, validly existing and in good standing

under the laws of the jurisdiction of its organization and has

all licenses necessary to carry on its business as now being

conducted. It is licensed in, qualified to transact business

in and is in good standing under the laws of the state in

which any Mortgaged Property (as defined herein) is located

except where the failure to be so licensed and qualified would

not have a material adverse effect on its business or

operations. No licenses or approvals obtained by Seller have

been suspended or revoked by any court, administrative agency,

arbitrator or governmental body and no proceedings are pending

which might result in such suspension or revocation;

(ii) It has the full power and authority (corporate and other) to

hold each Mortgage Loan, to sell each Mortgage Loan and to

execute, deliver and perform, and to enter into and consummate

all transactions contemplated by this Agreement and the PPTL.

Seller has duly authorized the execution, delivery and

performance of this Agreement and the PPTL, has duly executed

and delivered this Agreement and the PPTL, and this Agreement

and the PPTL constitute legal, valid and binding obligations

of it, enforceable against it in accordance with their terms,

subject to bankruptcy laws and other similar laws of general

application affecting rights of creditors and subject to the

application of the rules of equity, including those respecting

the availability of specific performance;

(iii) None of the execution and delivery of this Agreement and the

PPTL or the other documents and agreements contemplated

hereby, the consummation of the transactions contemplated

hereby and thereby, or the fulfillment of or compliance with

the terms and conditions of this Agreement and the PPTL and

such other documents and agreements will result in the breach

of any term or provision of the charter or by-laws of Seller

or result in the breach of any material term or provision of,

or conflict with or constitute a default under or result in

the acceleration of any obligation under, any material

agreement, indenture or loan or credit agreement or other

instrument to which Seller or its property is subject, or

result in the violation of any law, rule, regulation, order,

judgment or decree to which Seller or its property is subject;

(iv) It does not believe that it cannot perform each and every

covenant contained in this Agreement and the PPTL;

(v) There are no actions, suits or proceedings pending or, to its

knowledge, threatened or likely to be asserted against or

affecting it, before or by any court, administrative agency,

arbitrator or governmental body with respect to any of the

transactions contemplated by this Agreement or the PPTL or any

other matter which may materially and adversely affect its

ability to perform its obligations under this Agreement or the

PPTL or which may materially and adversely affect its business

or prospects;

(vi) With respect to Seller, the consummation of the transactions

contemplated by this Agreement and the PPTL are in the

ordinary course of its business and the transfer, assignment

and conveyance of the Mortgage Loans are not subject to the

bulk transfer or any similar statutory provisions in effect in

any applicable jurisdiction;

(vii) The transfer of the Mortgage Loans shall be treated as a sale

on the books and records of Seller, and Seller has determined

that, and will treat, the disposition of the Mortgage Loans

pursuant to this Agreement for tax and accounting purposes as

a sale. Seller shall maintain a complete set of books and

records for each Mortgage Loan which shall be clearly marked

to reflect the ownership of each Mortgage Loan by Purchaser;

(viii) The consideration received by Seller upon the sale of the

Mortgage Loans constitutes fair consideration and reasonably

equivalent value for such Mortgage Loans;

(ix) Seller is solvent and will not be rendered insolvent by the

consummation of the transactions contemplated hereby. Seller

is not transferring any Mortgage Loan with any intent to

hinder, delay or defraud any of its creditors;

(x) Seller is a HUD approved mortgagee pursuant to Section 203 and

Section 211 of the National Housing Act. No event has

occurred, including but not limited to a change in insurance

coverage, which would make the Seller unable to comply with

HUD eligibility requirements or which would require

notification to HUD. For the purposes hereof, HUD means the

United States Department of Housing and Urban Development, or

any successor thereto; and

(xi) To the extent that any Mortgage Loans sold by Seller hereunder

are MERS Loans, Seller is in good standing, and will comply in

all material respects with the rules and procedures of

Mortgage Electronic Registration Systems, Inc., ("MERS"), a

corporation organized and existing under the laws of the State

of Delaware, or any successor thereto in connection with the

servicing of any Mortgage Loan registered with MERS (a "MERS

Loan") on the system of recording transfers of mortgages

electronically maintained by MERS (the "MERS System") for as

long as such Mortgage Loans are registered with MERS.

(b) Seller represents and warrants to, and covenants with Purchaser and

Litton (in the case of Litton submitting breaches of representations and

warranties directly, other than with respect to any representations or

warranties, or portions thereof, relating to the servicing of the Mortgage Loans

or to information of which Litton reasonably should have been aware in its

capacity as servicer of the Mortgage Loans prior to the Closing Date, for which

Litton shall not have the benefit), with respect to each Mortgage Loan as of the

Closing Date (or such other date as set forth herein) for such Mortgage Loan:

(i) The information required in Schedule One, Schedule Two and

Schedule Three hereto and the Mortgage Loan data delivered to

Purchaser are complete, true and correct and the servicing

information provided to Purchaser with respect to the Mortgage

Loans as of the Transfer Date (as defined herein) is true and

correct in all material respects;

(ii) The mortgagor's real property securing repayment of the

related Mortgage Note (as defined herein), consists of a fee

simple interest or a Ground Lease (as defined herein) in a

single parcel of real property improved by a (A) detached

one-family dwelling, (B) detached two-to four family dwelling,

(C) one-family unit in a Fannie Mae ("FNMA") eligible

condominium project, (D) detached one-family dwelling in a

planned unit development which is not a co-operative and which

meets the eligibility requirements of FNMA, or (E) mobile home

or manufactured dwelling which constitutes real property (the

"Mortgaged Property") and is located in one of the fifty

states of the United States of America or the District of

Columbia. None of the Mortgage Loans is secured by a

multifamily, commercial, industrial, agricultural or

undeveloped property or by a condominium unit that is part of

a condominium development that operates as, or holds itself

out to be, a condominium hotel, regardless of whether the unit

itself is being used as a condotel unit;

(iii) There are no delinquent real estate taxes, ground rents, water

charges, sewer rents, Ground Lease rents, assessments,

insurance premiums, leasehold payments, including assessments

payable in future installments or other outstanding charges

affecting the Mortgaged Property;

(iv) The terms of the note or other evidence of indebtedness of the

mortgagor secured by the Mortgaged Property (in each case, the

"Mortgage Note") and the mortgage or other instrument creating

a first lien on the Mortgaged Property (in each case, a

"Mortgage") have not been impaired, waived, altered or

modified in any respect, except by written instruments,

recorded in the applicable public recording office if

necessary to maintain the lien priority of the Mortgage, the

substance of which waiver, alteration or modification is

reflected on the applicable Mortgage Loan Schedule and has

been approved by the primary mortgage guaranty insurer, if

any, and the title insurer, to the extent required by the

related policy; no instrument of waiver, alteration or

modification has been executed, and no mortgagor has been

released, in whole or in part, except in connection with an

assumption agreement approved by the primary mortgage guaranty

insurer, if any, and the title insurer, to the extent required

by the related policy and which assumption agreement is part

of the Mortgage File or the Servicing File and the terms of

which are reflected in the applicable Mortgage Loan Schedule;

(v) The servicing and collection practices with respect to each

Mortgage Note and Mortgage have been in all respects legal,

proper, prudent and customary in the mortgage servicing

business, as conducted by prudent mortgage lending

institutions which service mortgage loans of the same type in

the jurisdiction in which the Mortgaged Property is located

and in accordance with the terms of the Mortgage Note,

Mortgage and other loan documents, whether such servicing was

done by Seller, its affiliates or any servicing agent of any

of the foregoing; the servicer of the Mortgage Loan has not

assessed the mortgagor any delinquent payment fees that are

not specifically permitted in the Mortgage or Mortgage Note,

including but not limited to demand letter charges, or

assessed the mortgagor interest on any advances made by the

servicer;

(vi) The Mortgage Note, the Mortgage and other agreements executed

in connection therewith are genuine and each is the legal,

valid and binding obligation of the maker thereof, enforceable

in accordance with its terms except as such enforcement may be

limited by bankruptcy, insolvency, reorganization or other

similar laws affecting the enforcement of creditors' rights

generally and by general equity principles (regardless of

whether such enforcement is considered in a proceeding in

equity or at law) and free from any right of offset,

counterclaim, rescission, reformation or other claim or

defense, including the defense of usury. There is no basis for

the Mortgage Loan to be modified or reformed without the

consent of the mortgagee under applicable law. All parties to

the Mortgage Note and the Mortgage had the legal capacity to

enter into the Mortgage Loan and to execute and deliver the

Mortgage Note and the Mortgage and the Mortgage Note and the

Mortgage have been duly and properly executed by such parties.

The obligor under the Mortgage Note is a natural person;

(vii) The Mortgage has not been satisfied, cancelled, subordinated

or rescinded, in whole or in part, and the Mortgaged Property

has not been released from the lien of the Mortgage, in whole

or in part, nor has any instrument been executed that would

effect any such satisfaction, cancellation, subordination,

rescission or release;

(viii) The proceeds of the Mortgage Loan have been fully disbursed

and there is no requirement for future advances thereunder,

and any and all requirements as to completion of any

improvements and as to disbursements of any escrow funds

thereof have been complied with or any incomplete improvements

are immaterial in nature or are weather related and do not

significantly affect the value of the Mortgaged Property and

no repair escrow has been established with respect to such

incomplete improvements. All costs, fees and expenses incurred

in making or closing the Mortgage Loan and the recording of

the Mortgage have been paid, and the mortgagor is not entitled

to any refund of any amounts paid or due to the mortgagee

pursuant to the Mortgage Note or Mortgage;

(ix) Seller has not advanced funds, or induced, solicited or

knowingly received any advance of funds from a party other

than the owner of the related Mortgaged Property, directly or

indirectly, for the payment of any amount required by the

Mortgage Note or Mortgage;

(x) The related Mortgage is a valid and enforceable first lien on

the Mortgaged Property, which Mortgaged Property is free and

clear of all encumbrances and liens having priority over the

lien of the Mortgage except for (A) liens for real estate

taxes and special assessments not yet due and payable, (B)

covenants, conditions and restrictions, rights of way,

easements and other matters of public record as of the date of

recording of the Mortgage, such exceptions appearing of record

being acceptable to mortgage lending institutions generally or

specifically reflected in the appraisal made in connection

with the origination of the Mortgage Loan and (C) other

matters to which like properties are commonly subject which do

not, individually or in the aggregate, materially interfere

with the benefits of the security intended to be provided by

the Mortgage or the use, enjoyment, value or marketability of

the related Mortgaged Property. The Mortgage Note and the

Mortgage have not been assigned or pledged, other than to

lenders whose liens will be released prior to the Closing Date

or simultaneously with Purchaser's purchase hereunder, on the

Closing Date, pursuant to a duly executed Security Release in

the form of Exhibit C (the "Security Release Certification").

Any security agreement, chattel mortgage or equivalent

document related to and delivered in connection with the

Mortgage Loan establishes and creates a valid, existing and

enforceable first lien and first priority security interest on

the property described therein. As of the Closing Date, Seller

is the sole owner thereof and has full right to transfer and

sell the Mortgage Loans to Purchaser free and clear of any

lien or encumbrance equity, charge, claim or other security

interest;

(xi) If such Mortgage Loan is indicated on the applicable Mortgage

Loan Schedule as having primary mortgage insurance, such

Mortgage Loan is covered by a primary mortgage insurance

policy as to the principal amount of the Mortgage Loan in

excess of the portion required by FNMA of the Appraised Value

(as defined herein) of the Mortgaged Property at the time of

origination of the Mortgage. Such primary mortgage insurance

policy is in full force and effect and the related Mortgage

obligates the mortgagor to maintain such insurance and to pay

all premiums and charges in connection therewith. The mortgage

interest rate for the Mortgage Loan does not include any such

insurance premium. "Appraised Value" means with respect to any

Mortgaged Property, the lesser of (i) the value thereof as

determined by an appraisal made for the originator of the

Mortgage Loan at the time of origination of the Mortgage Loan

by an appraiser who met the minimum requirements of FNMA and

the Federal Home Loan Mortgage Corporation or any successor

thereto ("FHLMC"), and (ii) the purchase price paid for the

related Mortgaged Property by the mortgagor with the proceeds

of the Mortgage Loan, provided, however, in the case of a

refinanced Mortgage Loan, such value of the Mortgaged Property

is based solely upon the value determined by an appraisal made

for the originator of such refinanced Mortgage Loan at the

time of origination of such refinanced Mortgage Loan by an

appraiser who met the minimum requirements of FNMA and FHLMC;

(xii) No intentional omission, misrepresentation, fraud or similar

occurrence with respect to a Mortgage Loan has taken place on

the part of the Seller or the mortgagor, any appraiser, any

builder or any developer, or any other party involved in the

solicitation or origination of the Mortgage Loan or in the

application of any insurance in relation to such Mortgage Loan

or in connection with the sale of such Mortgage Loan to the

Purchaser, and there are no circumstances existing with

respect to the Mortgage Loan which would permit the primary

mortgage guaranty insurer to deny coverage under any insurance

policy;

(xiii) The Mortgage Loan is covered by an American Land Title

Association lender's title insurance policy or other generally

acceptable form of policy of insurance acceptable to prudent

mortgage lending institutions, issued by a title insurer

acceptable to prudent mortgage lending institutions and

qualified to do business in the jurisdiction where the

Mortgaged Property is located (or by an attorney's abstract

and opinion of title if the Mortgaged Property is located in

Iowa), insuring the origination, its successors and assigns,

as to the first priority lien of the Mortgage, as indicated on

the applicable Mortgage Loan Schedule, in the original

principal amount of the Mortgage Loan and against any loss by

reason of the invalidity or unenforceability of the lien

resulting from the provisions of the Mortgage providing for

adjustment in the Mortgage interest rate and monthly payment.

Additionally, such lender's title insurance policy

affirmatively insures ingress and egress to and from the

Mortgaged Property, and against encroachments by or upon the

Mortgaged Property or any interest therein. The originator is

the sole insured of lender's title insurance policy, and

lender's title insurance policy is in full force and effect.

No claims have been made under the lender's title insurance

policy, and neither Seller nor any prior holder has done, by

act or omission, anything which would impair the coverage of

the lender's title insurance policy;

(xiv) In the event the Mortgage constitutes a deed of trust, a

trustee, duly qualified under applicable law to serve as such,

has been properly designated and currently so serves and is

named in the Mortgage, and no fees or expenses are or will

become payable by Purchaser to the trustee under the deed of

trust, except in connection with a trustee's sale after

default by the mortgagor;

(xv) At the time of origination of the Mortgage Loan, no

improvement located on or being part of the Mortgaged Property

was in violation of any applicable zoning law or regulation

and no such improvement is currently in violation of any

applicable zoning law or regulation. No improvements on

adjoining properties encroach upon the Mortgaged Property. The

Mortgaged Property is lawfully occupied under applicable law;

all inspections, licenses and certificates required in

connection with the origination of any Mortgage Loan with

respect to the occupancy of the same, including but not

limited to certificates of occupancy and fire underwriting

certificates, have been made or obtained from the appropriate

authorities;

(xvi) The assignment of Mortgage is in recordable form, except for

the insertion of the name of the assignee, and is acceptable

for recording under the laws of the jurisdiction in which the

Mortgaged Property is located. The endorsement of the Mortgage

Note is valid, legal and enforceable under the laws of the

jurisdiction in which the Mortgaged Property is located;

(xvii) None of the Mortgage Loans are subject to a "buydown

agreement";

(xviii) The Mortgaged Property securing the Mortgage Loan is insured

by an insurer generally acceptable to prudent mortgage lending

institutions against loss by fire and such hazards, including

but not limited to damage by windstorm, as are covered under a

standard extended coverage endorsement and such other hazards

as are customary in the area where the Mortgaged Property is

located; if the Mortgaged Property is a condominium unit, it

is included under the coverage afforded by a blanket policy

for the project; all such insurance policies contain a

standard mortgagee clause naming the Seller, its successors

and assigns as mortgagee and all premiums thereon have been

paid; if the Mortgaged Property is in an area identified on a

flood hazard map or flood insurance rate map issued by the

Federal Emergency Management Agency as having special flood

hazards (and such flood insurance has been made available) a

flood insurance policy meeting the requirements of the current

guidelines of the Federal Insurance Administration is in

effect which policy conforms to the requirements of FNMA and

FHLMC. All such insurance policies contain a standard

mortgagee clause naming Seller, its successors and assigns as

mortgagee and all premiums thereon have been paid. The

Mortgage obligates the mortgagor thereunder to maintain all

such insurance at the mortgagor's cost and expense, and on the

mortgagor's failure to do so, authorizes the holder of the

Mortgage to maintain such insurance at mortgagor's cost and

expense and to seek reimbursement therefor from the mortgagor;

(xix) If the Mortgage Loan provides that the interest rate on the

principal balance of the related Mortgage Loan may be

adjusted, all of the terms of the related Mortgage pertaining

to interest rate adjustments, payment adjustments and

adjustments of the outstanding principal balance have been

made in accordance with the terms of the related Mortgage Note

and applicable law and are enforceable and such adjustments

will not affect the priority of the Mortgage lien;

(xx) The Mortgaged Property complies with all applicable laws,

rules and regulations, including but not limited to those

relating to environmental matters, including but not limited

to those relating to radon, asbestos and lead paint and

neither the Seller nor, to the Seller's knowledge, the

mortgagor has received any notice of any violation or

potential violation of such law;

(xxi) The Mortgaged Property is free of damage and waste and there

is no proceeding pending or, to the best of Seller's

knowledge, threatened for the partial or total condemnation

thereof;

(xxii) Each agreement with a servicer of the Mortgage Loan, if any,

provides for the termination of the servicing rights relating

to the Mortgage Loan on the related Transfer Date, without the

payment of any termination fee or other expense by Purchaser;

(xxiii) To the extent required under applicable law, each originator

and subsequent mortgagee or servicer of the Mortgage Loan

complied with all licensing requirements and was authorized to

transact and do business in the jurisdiction in which the

related Mortgaged Property is located at all times when it

held or serviced the Mortgage Loan. Each Mortgage Loan and, if

any, the related prepayment penalty complied with any and all

applicable requirements of federal, state or local laws or

regulations, including, without limitation, usury,

truth-in-lending, real estate settlement procedures, consumer

credit protection, predatory lending, abusive lending, fair

lending, fair credit reporting, unfair collection practice,

equal credit opportunity, fair housing and disclosure laws and

regulations, applicable to the solicitation, origination,

collection and servicing of such Mortgage Loan; and any

obligations of the holder of the Mortgage Note, Mortgage and

other loan documents have been complied with in all material

respects and the consummation of the transaction contemplated

hereby will not involve the violation of any such laws or

regulations, and Seller shall maintain in its possession,

available for inspection of Purchaser or its designee, and

shall deliver to Purchaser or its designee, upon two business

days' request, evidence of compliance with such requirements;

(xxiv) The mortgagor has received all disclosure materials required

by applicable law with respect to the making of fixed rate

mortgage loans in the case of fixed rate Mortgage Loans, and

adjustable rate mortgage loans in the case of adjustable rate

Mortgage Loans and rescission materials with respect to

refinanced Mortgage Loans, and has executed any required

consents that it has reviewed such information, which consents

are and will remain in the Mortgage File;

(xxv) The related Mortgage Note or Mortgage contains customary and

enforceable provisions such as to render the rights and

remedies of the holder adequate for the realization against

the Mortgaged Property of the benefits of the security,

including realization by judicial, or, if applicable,

non-judicial foreclosure, and in the case of a Mortgage

designated as a deed of trust, by trustee's sale. There is no

homestead or other exemption or other right available to the

mortgagor or any other person, or restriction on Seller or any

other person, including without limitation, any federal, state

or local, law, ordinance, decree, regulation, guidance,

attorney general action, or other pronouncement, whether

temporary or permanent in nature, that would interfere with,

restrict or delay, either (y) the ability of Seller, Purchaser

or any servicer or any successor servicer to sell the related

Mortgaged Property at a trustee's sale or otherwise, or (z)

the ability of Seller, Purchaser or any servicer or any

successor servicer to foreclose on the related Mortgage;

(xxvi) There is no action, suit or proceeding pending, or to the

Seller's knowledge, threatened or likely to be asserted with

respect to the Mortgage Loan against or affecting Seller

before or by any court, administrative agency, arbitrator or

governmental body;

(xxvii) There is no default, breach, violation or event of

acceleration existing under the related Mortgage Note or

Mortgage, and no event which, with the passage of time or with

notice and the expiration of any grace or cure period, would

constitute a default, breach, violation or event of

acceleration, and the Seller has not waived any default,

breach, violation or event of acceleration;

(xxviii) No action, inaction, or event has occurred and no state of

fact exists or has existed that has resulted or will result in

the exclusion from, denial of, or defense to coverage under

any applicable hazard insurance policy, PMI Policy or

bankruptcy bond, irrespective of the cause of such failure of

coverage. In connection with the placement of any such

insurance, no commission, fee, or other compensation has been

or will be received by Seller or any designee of Seller or any

corporation in which Seller or any officer, director, or

employee had a financial interest at the time of placement of

such insurance;

(xxix) No Mortgage Loan is subject to the provisions of the

Homeownership and Equity Protection Act of 1994 ("HOEPA") as

amended or has an "annual percentage rate" or "total points

and fees" payable by the mortgagor (as each such term is

defined under HOEPA) that equal or exceed the applicable

thresholds defined under HOEPA (Section 32 of Regulation Z, 12

C.F.R. Section 226.32(a)(1)(i) and (ii)) or is considered a

"high cost," "predatory" or "abusive" loan (or a similarly

designated loan using different terminology) under any

applicable state, county or municipal laws or ordinances,

including without limitation, the provisions of the Georgia

Fair Lending Act, New York Banking Law, Section 6-1, the New

Jersey Home Ownership Security Act of 2002 (the "NJ Act") or

any other statute or regulation providing "assignee" or

"originator" liability to holders of such mortgage loans;

(xxx) Each Mortgage Loan was originated by Seller or by a savings

and loan association, a savings bank, a commercial bank or

similar banking institution which is supervised and examined

by a federal or state authority, or by a mortgagee approved as

such by HUD;

(xxxi) Each Mortgage Loan has a fully assignable life of loan tax

service contract with Transamerica Real Estate Tax Service or

First American Real Estate Tax Service which may be assigned

without the payment of any fee by Purchaser;

(xxxii) There are no mechanics' or similar liens or claims which

have been filed for work, labor or material (and no rights are

outstanding that under law could give rise to such lien)

affecting the related Mortgaged Property which are or may be

liens prior to, or equal or coordinate with, the lien of the

related Mortgage;

(xxxiii) Principal payments (or with respect to interest-only

Mortgage Loans, interest payments) on the Mortgage Loan

commenced no more than sixty days after the proceeds of the

Mortgage Loan were disbursed. With respect to each Mortgage

Loan, the Mortgage Note is payable each month on the day

identified on the applicable Mortgage Loan Schedule in monthly

payments, which, except with respect to any Mortgage Loan

which is identified on the applicable Mortgage Loan Schedule

as a balloon mortgage loan (each, a "Balloon Mortgage Loan"),

in the case of a fixed rate Mortgage Loan, are sufficient to

fully amortize the original principal balance over the

original term thereof and to pay interest at the related

Mortgage interest rate, and in the case of an adjustable rate

Mortgage Loan, are changed on each adjustment date, and in any

case, are sufficient to fully amortize the original principal

balance over the original term thereof and to pay interest at

the related Mortgage interest rate. In the case of a Balloon

Mortgage Loan, the Mortgage Note is payable in monthly

payments based on a maximum of fifty (50) year amortization

schedule and a final monthly payment substantially greater

than the preceding monthly payment which is sufficient to

amortize the remaining principal balance of the Balloon

Mortgage Loan. No Balloon Mortgage Loan has an original stated

maturity of less than seven (7) years. No adjustable rate

Mortgage Loan is convertible to a fixed rate Mortgage Loan.

The Mortgage Note does not permit negative amortization;

(xxxiv) The mortgagor has not notified Seller and Seller has no

knowledge of any relief requested or allowed to the mortgagor

under the Servicemembers Civil Relief Act or similar state

laws;

(xxxv) The Mortgage Loan was underwritten in accordance with the

underwriting standards of Seller in effect at the time the

Mortgage Loan was originated; and the Mortgage Note and

Mortgage are on forms acceptable to FNMA and FHLMC;

(xxxvi) The Mortgage Note is not and has not been secured by any

collateral except the lien of the corresponding Mortgage on

the Mortgaged Property and the security interest of any

applicable security agreement or chattel mortgage referred to

in (x) above;

(xxxvii) The Mortgage File contains an appraisal of the related

Mortgaged Property which satisfied the standards of FNMA and

FHLMC and was made and signed, prior to the approval of the

Mortgage Loan application, by a qualified appraiser, duly

appointed by Seller, who had no interest, direct or indirect,

in the Mortgaged Property or in any loan made on the security

thereof, whose compensation is not affected by the approval or

disapproval of the Mortgage Loan and who met the minimum

qualifications of FNMA and FHLMC. Each appraisal of the

Mortgage Loan was made in accordance with the relevant

provisions of the Financial Institutions Reform, Recovery, and

Enforcement Act of 1989;

(xxxviii) No Mortgage Loan was made in connection with (A) the

construction or rehabilitation of a Mortgaged Property or (B)

facilitating the trade-in or exchange of a Mortgaged Property;

(xxxix) With respect to escrow deposits and escrow payments, if any,

all such payments are in the possession of, or under the

control of, Seller and there exist no deficiencies in

connection therewith for which customary arrangements for

repayment thereof have not been made. No escrow deposits or

escrow payments or other charges or payments due Seller have

been capitalized under any Mortgage or the related Mortgage

Note and no such escrow deposits or escrow payments are being

held by Seller for any work on a Mortgaged Property which has

not been completed;

(xl) Any principal advances made to the mortgagor prior to the

Cut-off Date have been consolidated with the outstanding

principal amount secured by the Mortgage, and the secured

principal amount, as consolidated, bears a single interest

rate and single repayment term. The lien of the Mortgage

securing the consolidated principal amount is expressly

insured as having first lien priority by a title insurance

policy, an endorsement to the policy insuring the mortgagee's

consolidated interest or by other title evidence acceptable to

FNMA and FHLMC. The consolidated principal amount does not

exceed the original principal amount of the Mortgage Loan;

(xli) Seller has no knowledge of any circumstances or condition with

respect to the Mortgage, the Mortgaged Property, the mortgagor

or the mortgagor's credit standing that can reasonably be

expected to cause the Mortgage Loan to become delinquent, or

materially and adversely affect the value of the Mortgage

Loan;

(xlii) No Mortgage Loan had a Loan-to-Value Ratio (as defined

herein) at origination in excess of 100%. Loan-to-Value Ratio

means with respect to any Mortgage Loan as of any date of

determination, the ratio on such date of the outstanding

principal amount of the Mortgage Loan to the Appraised Value

of the Mortgaged Property;

(xliii) No predatory or deceptive lending practices, including but

not limited to, the extension of credit to the mortgagor

without regard for the mortgagor's ability to repay the

Mortgage Loan and the extension of credit to the mortgagor

which has no apparent benefit to the mortgagor, were employed

by the originator of the Mortgage Loan in connection with the

origination of the Mortgage Loan. With respect to each

Mortgage Loan, (a) no mortgagor was required to purchase any

single premium credit life insurance policy (e.g., life,

mortgage, disability, accident, unemployment or health

insurance product) or debt cancellation agreement as a

condition of obtaining the extension of credit; (b) no

mortgagor obtained a prepaid single premium credit insurance

policy (e.g., life, mortgage, disability, accident,

unemployment, property or health insurance product) or debt

cancellation agreement in connection with the origination of

the Mortgage Loan; and (c) no proceeds from any Mortgage Loan

were used to purchase single premium credit insurance policies

(e.g., life, mortgage, disability, accident, unemployment or

health insurance product) or debt cancellation agreements as

part of the origination of, or as a condition to closing, such

Mortgage Loan;

(xliv) The Mortgage contains an enforceable provision for the

acceleration of the payment of the unpaid principal balance of

the Mortgage Loan in the event that the Mortgaged Property is

sold or transferred without the prior written consent of the

mortgagee thereunder;

(xlv) The Mortgage Loan complies with all applicable consumer credit

statutes and regulations, including, without limitation, the

respective Uniform Consumer Credit Code laws in effect in

Colorado, Idaho, Indiana, Iowa, Kansas, Maine, Oklahoma, South

Carolina, Utah and Wyoming, has been originated by a properly

licensed entity, and in all other respects, complies with all

of the material requirements of any such applicable laws;

(xlvi) None of the Mortgage Loans is a refinancing of a zero

interest rate or low interest loan made by a governmental

agency or non-profit organization;

(xlvii) With respect to each Mortgage Loan that is a simple interest

Mortgage Loan, the Mortgage Loan is identified on the

applicable Mortgage Loan Schedule as a simple interest

Mortgage Loan, the Mortgage Loan is required to be serviced as

a simple interest mortgage loan pursuant to the terms of the

related Mortgage Note, and the servicing and collection

practices used in connection therewith have been in accordance

with legal, proper, prudent and customary practices for

servicing simple interest mortgage loans;

(xlviii) With respect to each Mortgage Loan that is secured in whole

or in part by the interest of the mortgagor as a lessee under

a ground lease of the related Mortgaged Property (a "Ground

Lease") and not by a fee interest in such Mortgaged Property:

a. The mortgagor is the owner of a valid and subsisting

interest as tenant under the Ground Lease;

b. The Ground Lease is in full force and effect, unmodified

and not supplemented by any writing or otherwise;

c. The mortgagor is not in default under any of the terms

thereof and there are no circumstances which, with the giving

of notice, would constitute an event of default thereunder;

d. The lessor under the Ground Lease is not in default under

any of the terms or provisions thereof on the part of the

lessor to be observed or performed;

e. The term of the Ground Lease exceeds the maturity date of

the related Mortgage Loan by at least ten years;

f. The Ground Lease or a memorandum thereof has been recorded

and by its terms permits the leasehold estate to be mortgaged.

The Ground Lease grants any leasehold mortgagee standard

protection necessary to protect the security of a leasehold

mortgagee;

g. The Ground Lease does not contain any default provisions

that could give rise to forfeiture or termination of the

Ground Lease except for the non-payment of the Ground Lease

rents;

h. The execution, delivery and performance of the Mortgage do

not require the consent (other than those consents which have

been obtained and are in full force and effect) under, and

will not contravene any provision of or cause a default under,

the Ground Lease; and

i. The Ground Lease provides that the leasehold can be

transferred, mortgaged and sublet an unlimited number of times

either without restriction or on payment of a reasonable fee

and delivery of reasonable documentation to the lessor.

(xlix) No Mortgage Loan originated on or after October 1, 2002 and

prior to March 7, 2003 is subject to the Georgia Fair Lending

Act (OGCA Sections 7-6A-1, et. seq.), as such Act may be

amended from time to time;

(l) The Mortgaged Property was not, as of the date of origination

of the Mortgage Loan, subject to a mortgage, deed of trust,

deed to secure debt or other security instrument creating a

lien subordinate to the lien of the Mortgage;

(li) All payments required to be made in June 2007 for each

Mortgage Loan under the terms of the related Mortgage Note

have been paid in full during June 2007;

(lii) The Mortgage Loan documents with respect to each Mortgage Loan

subject to prepayment penalties (i) specifically authorizes

such prepayment penalties to be collected and such prepayment

penalties are permissible and enforceable and were originated

in accordance with the terms of the related Mortgage Loan

documents and all applicable state, federal and local law

(except to the extent that the enforceability thereof may be

limited by bankruptcy, insolvency, moratorium, receivership

and other similar laws relating to creditors' rights generally

or the collectability thereof may be limited due to

acceleration in connection with a foreclosure) and (ii)

include all necessary documentation to determine the amount of

the prepayment penalty to be collected;

(liii) The Mortgage File has been delivered to Purchaser or its

designee in accordance with the terms of this Agreement;

(liv) The originator has complied with all applicable anti-money

laundering laws and regulations, including without limitation

the USA PATRIOT Act of 2001 (collectively, the "Anti-Money

Laundering Laws"); the Originator has established an

anti-money laundering compliance program as required by the

Anti-Money Laundering Laws, has conducted the requisite due

diligence in connection with the origination of each Mortgage

Loan for purposes of the Anti-Money Laundering Laws, including

with respect to the legitimacy of the appl