MORTGAGE LOAN PURCHASE AGREEMENT

WACHOVIA MORTGAGE LOAN TRUST, LLC,

as Purchaser,

and

AMERICAN MORTGAGE NETWORK, INC.,

as Seller

_______________________________________________

MORTGAGE LOAN PURCHASE AGREEMENT

_______________________________________________

Dated as of December 27, 2006

TABLE OF CONTENTS

Page

SECTION 1. Definitions................................................................................1

SECTION 2. Purchase and Sale of the Mortgage Loans....................................................5

SECTION 3. Mortgage Loan Schedule.....................................................................6

SECTION 4. Allocation of Payments; Mortgage Loan Files................................................6

SECTION 5. Material Defects...........................................................................7

SECTION 6. Recordation of Assignments of Mortgages....................................................8

SECTION 7. Representations and Warranties of Seller Concerning the Mortgage Loans.....................9

SECTION 8. Representations and Warranties Concerning the Seller......................................13

SECTION 9. Representations and Warranties Concerning the Purchaser...................................14

SECTION 10. Conditions to Closing.....................................................................15

SECTION 11. Notices...................................................................................17

SECTION 12. Assignment by Purchaser...................................................................17

SECTION 13. Representations, Warranties and Agreements to Survive Delivery............................17

SECTION 14. Severability..............................................................................17

SECTION 15. Counterparts..............................................................................18

SECTION 16. Amendment.................................................................................18

SECTION 17. GOVERNING LAW.............................................................................18

SECTION 18. Further Assurances........................................................................18

SECTION 19. Successors and Assigns....................................................................18

SECTION 20. Maintain Rights in Effect.................................................................18

SECTION 21. Entire Agreement..........................................................................18

SECTION 22. No Partnership............................................................................18

SECTION 23. Enforcement of Representations and Warranties regarding the Mortgage Loans................18

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EXHIBITS AND SCHEDULE TO

MORTGAGE LOAN PURCHASE AGREEMENT

Exhibit 1 Mortgage Loan Schedule Information

Exhibit 2 Schedule of Lost Notes

Exhibit 3 S&P LEVELS® Glossary, Version 5.7 Revised, Appendix E

Schedule A Mortgage Loan Schedule

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MORTGAGE LOAN PURCHASE AGREEMENT

MORTGAGE LOAN PURCHASE AGREEMENT, dated as of December 27, 2006, as amended and supplemented by

any and all amendments hereto (collectively, the "Agreement"), by and between AMERICAN MORTGAGE NETWORK, INC., a

Delaware corporation (the "Seller"), and WACHOVIA MORTGAGE LOAN TRUST, LLC, a Delaware limited liability company

(the "Purchaser").

Upon the terms and subject to the conditions of this Agreement, the Seller agrees to sell, and

the Purchaser agrees to purchase, certain fully amortizing, hybrid, adjustable rate, first lien mortgage loans

secured primarily by one- to four-family residential properties as described herein. The Purchaser intends to

sell the Mortgage Loans to U.S. Bank National Association, as trustee under the Pooling and Servicing Agreement,

dated as of December 27, 2006 (the "Pooling and Servicing Agreement"), among the Purchaser, as depositor,

National City Mortgage Co. and Wells Fargo Bank, N.A., as servicers, and U.S. Bank National Association, as

trustee, supplemental interest trust trustee and custodian.

Now, therefore, in consideration of the premises and the mutual agreements set forth herein,

the parties hereto agree as follows:

SECTION 1. Definitions. The following terms are defined as follows:

Agreement: The meaning set forth in the preambles hereto.

Closing Date: December 27, 2006.

Co-op Shares: Shares issued by private non-profit housing corporations.

Custodian: The Custodian under the Pooling and Servicing Agreement.

Cut-off Date: December 1, 2006.

Deleted Mortgage Loan: A Mortgage Loan replaced or to be replaced by a Substitute Mortgage

Loan.

Material Defect: The meaning set forth in Section 5(ii).

MERS: Mortgage Electronic Registration Systems, Inc.

Mortgage: The mortgage, deed of trust or instrument creating a lien on an interest in Mortgaged

Property securing a Mortgage Note.

Mortgage File: The following documents:

(i) the original Mortgage Note, endorsed by manual or facsimile signature either (A) in

blank or (B) in the following form: "Pay to the order of U.S. Bank National Association, as Trustee, without

recourse," with all necessary intervening endorsements showing a complete chain of endorsement from the

originator to the Trustee (each such endorsement being sufficient to transfer all right, title and interest of

the party so endorsing in and to that Mortgage Note);

(ii) the original recorded Mortgage with evidence of a recording thereon, or if any such

Mortgage has not been returned from the applicable recording office or has been lost, or if such public recording

office retains the original recorded Mortgage, a copy of such Mortgage certified by the Seller as being a true

and correct copy of the Mortgage, if such copy is available;

(iii) a duly executed assignment of mortgage from the mortgagee or assignee of record either

(A) in blank or (B) to "U.S. Bank National Association, as trustee for the holders of the Wachovia Mortgage Loan

Trust, LLC Asset-Backed Certificates, Series 2006-ALT1 Certificates" (which may be included in a blanket

assignment or assignments), together with, except as provided below, originals of all interim recorded

assignments of such mortgage or copies of such interim recorded assignments certified by the Seller as being true

and complete copies of the original recorded intervening assignments of Mortgage (each such assignment, when duly

and validly completed, to be in recordable form and sufficient to effect the assignment of the related Mortgage

to the assignee thereof); provided that, if the related Mortgage has not been returned from the applicable public

recording office, such assignment of mortgage may exclude the information to be provided by the recording office;

and provided, further, if the related Mortgage has been recorded in the name of MERS or its designee, no

assignment of mortgage in favor of the Trustee is required;

(iv) the originals of all assumption, modification, consolidation or extension agreements,

if any, with evidence of recording thereon, if any;

(v) the original or duplicate original mortgagee title insurance policy and all riders

thereto;

(vi) the original of any guarantee executed in connection with the Mortgage Note;

(vii) for each Mortgage Loan, if any, which is secured by a residential long-term lease, a

copy of the lease with evidence of recording indicated thereon, or, if the lease is in the process of being

recorded, a photocopy of the lease, certified by an officer of the respective prior owner of such Mortgage Loan

or by the applicable title insurance company, closing/settlement/escrow agent or company or closing attorney to

be a true and correct copy of the lease transmitted for recordation;

(viii) the original of any security agreement, chattel mortgage or equivalent document

executed in connection with the Mortgage; and

(ix) for each Mortgage Loan secured by Co-op Shares, the originals of the following

documents or instruments:

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(A) The stock certificate;

(B) The stock power executed in blank;

(C) The executed proprietary lease;

(D) The executed recognition agreement;

(E) The executed assignment of recognition agreement, if any;

(F) The executed UCC-1 financing statement with evidence of recording thereon; and

(G) Executed UCC-3 financing statements or other appropriate UCC financing statements

required by state law, evidencing a complete and unbroken line of assignments from the mortgagee to the Trustee

with evidence of recording thereon (or in a form suitable for recordation).

Mortgage Interest Rate: As to any Mortgage Loan, the per annum rate of interest at which

interest accrues on the principal balance of such Mortgage Loan, as adjusted from time to time in accordance with

the provisions of the related Mortgage Note.

Mortgage Loans: The mortgage loans listed on the Mortgage Loan Schedule.

Mortgage Loan Schedule: The list of Mortgage Loans, as from time to time amended by the Seller

to reflect the addition of Substitute Mortgage Loans and the deletion of Deleted Mortgage Loans pursuant to the

provisions of this Agreement, attached hereto as Schedule A.

Mortgage Note: The originally executed note or other evidence of indebtedness evidencing the

indebtedness of a Mortgagor under a Mortgage Loan, together with all riders thereto and amendments thereof.

Mortgaged Property: The property securing a Mortgage Loan.

Mortgagor: The obligor on a Mortgage Note.

Opinion of Counsel: A written opinion of counsel, who may be counsel for the Seller or the

Purchaser, reasonably acceptable to the Purchaser.

Person: Any individual, corporation, limited liability company, partnership, joint venture,

association, joint-stock company, trust, unincorporated organization, government or any agency or political

subdivision thereof, or any other organization or entity of any type, whether or not a legal entity.

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Pooling and Servicing Agreement: The meaning set forth in the preambles hereto. All references

herein to the Pooling and Servicing Agreement are to the Pooling and Servicing Agreement as in effect on the date

hereof.

Prospectus Supplement: The supplement, dated December 19, 2006, to the Prospectus, dated May

23, 2006, relating to certain classes of the certificates issued under the Pooling and Servicing Agreement.

Purchase Price: The meaning specified in Section 2(ii).

Purchaser: The meaning set forth in the preambles hereto.

Remittance Date: As to any Distribution Date (as such term is defined in the Pooling and

Servicing Agreement), by 2:00 p.m. Eastern time on the third Business Day immediately preceding such Distribution

Date.

Repurchase Price: With respect to any Mortgage Loan (or any property acquired with respect

thereto) required to be purchased by the Seller pursuant to this Agreement, an amount equal to the sum of (i)(a)

the unpaid principal balance of such Mortgage Loan as of the date of repurchase (or if the related Mortgaged

Property was acquired by the Purchaser or its assignee, the unpaid principal balance at the date of the

acquisition), plus (b) accrued but unpaid interest on the principal balance at the related Mortgage Interest Rate

through and including the last day of the month of repurchase, and (ii) any costs and damages incurred by the

Purchaser in connection with a breach of the representation contained in Section 7(iii) as a result of any

violation of any predatory or abusive lending law with respect to such Mortgage Loan.

Seller: The meaning set forth in the preambles hereto.

Servicer: The applicable Servicer under the Pooling and Servicing Agreement.

Substitute Mortgage Loan: A mortgage loan substituted for a Deleted Mortgage Loan pursuant to

the provisions of this Agreement. Upon such substitution, such mortgage loan shall be a "Mortgage Loan" hereunder.

Substitution Adjustment Amount: The meaning specified in Section 5(v).

Transferred Property: The meaning specified in Section 2(i).

Trustee: The Trustee under the Pooling and Servicing Agreement.

SECTION 2. Purchase and Sale of the Mortgage Loans.

(i) The Seller does hereby sell, assign, set over, transfer, and otherwise convey to the

Purchaser on the Closing Date, without recourse (except as expressly provided herein), all of its right, title

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and interest, in, to and under the following: (A) the Mortgage Loans (including the related Mortgage Note and

Mortgage, all monies due or to become due on the Mortgage Loans (other than payments of principal and interest

due and payable on or before the Cut-off Date), and all collections on the Mortgage Loans received after the

Cut-off Date (other than payments of principal and interest due and payable on or before the Cut-off Date)); (B)

any insurance policies in respect of the Mortgage Loans; and (C) all proceeds of the foregoing (collectively, the

"Transferred Property").

(ii) The purchase price (the "Purchase Price") for the Mortgage Loans and the related

Transferred Property to be paid by the Purchaser to the Seller on the Closing Date shall be $12,537,445.20

(iii) In consideration of the sale of the Mortgage Loans and the related Transferred

Property by the Seller to the Purchaser on the Closing Date, the Purchaser shall pay to the Seller on the Closing

Date by wire transfer of immediately available funds to a bank account designated by the Seller the Purchase

Price.

(iv) It is the express intent of the parties hereto that the transfer of the Mortgage Loans

by the Seller to the Purchaser pursuant to this Section 2 be, and be construed as, an absolute sale of the

Mortgage Loans by the Seller to the Purchaser, including for accounting purposes, and not a secured borrowing. It

is, further, not the intention of the parties that such transfer be deemed the grant of a security interest in

the Mortgage Loans by the Seller to the Purchaser to secure a debt or other obligation of the Seller. However, in

the event that, notwithstanding the intent of the parties, the Mortgage Loans are held to be the property of the

Seller, or if for any other reason this Agreement is held or deemed to create a security interest in the Mortgage

Loans, then: (1) this Agreement shall constitute a security agreement, and (2) the transfer of the Mortgage Loans

provided for in this Section 2 shall be deemed to be a grant by the Seller to the Purchaser of, and the Seller

hereby grants to the Purchaser, to secure all of the Seller's obligations hereunder, a security interest in all

of the Seller's right, title, and interest, whether now owned or hereafter acquired, in and to (i) the Mortgage

Loans and the other Transferred Property, (ii) all accounts, chattel paper, deposit accounts, documents, general

intangibles, goods, instruments, investment property, letter-of-credit rights, letters of credit, money, and oil,

gas, and other minerals, consisting of, arising from, or relating to, any of the foregoing; and (iii) all

proceeds of the foregoing.

(v) The Seller shall authorize and file such financing statements, and the Seller and the

Purchaser shall, to the extent consistent with this Agreement, take such other actions as may be necessary to

ensure that, if this Agreement were found to create a security interest in the Mortgage Loans, such security

interest would be a perfected security interest of first priority under applicable law and will be maintained as

such throughout the term of the Agreement. In connection herewith, the Purchaser shall have all of the rights and

remedies of a secured party under the Uniform Commercial Code as in force in the relevant jurisdiction.

(vi) Concurrently herewith, the Purchaser has contracted to sell the Mortgage Loans and

other Transferred Property to the Trustee pursuant to the Pooling and Servicing Agreement. To avoid the

unnecessary expense and administrative inconvenience associated with the execution and recording of multiple

assignment documents, the Seller may either (A) deliver (if the Seller is not the mortgagee of record) or (B)

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execute (if the Seller is the mortgagee of record) one or more assignments of mortgages in blank or naming the

Trustee as assignee, and may either (A) deliver (if the Mortgage Notes are not endorsed or payable to the Seller)

or (B) endorse (if the Mortgage Notes are endorsed or payable to the Seller) the Mortgage Notes in blank or to

the Trustee. Notwithstanding the fact that such assignments of mortgages name the Trustee as assignee and that

Mortgage Notes are endorsed to the Trustee, the parties hereto acknowledge and agree that the Mortgage Loans for

all purposes have been transferred from the Seller to the Purchaser and from the Purchaser to the Trustee.

SECTION 3. Mortgage Loan Schedule. The initial Mortgage Loan Schedule shall be prepared

by the Seller and shall set forth the information listed on Exhibit 1 to this Agreement with respect to each of

the Mortgage Loans being sold by the Seller hereunder. The Seller further agrees, at its own expense, to

indicate in its books and records that the Mortgage Loans have been sold to the Purchaser pursuant to this

Agreement, and to deliver to the Purchaser the Mortgage Loan Schedule. The Mortgage Loan Schedule is hereby

incorporated into and made a part of this Agreement.

SECTION 4. Allocation of Payments; Mortgage Loan Files.

(i) The Purchaser will be entitled to all payments of principal and interest on the

Mortgage Loans due after the Cut-off Date, regardless of when actually collected, and all collections in respect

of the Mortgage Loans received on or after the Cut-off Date, other than payments of principal and interest due

and payable on or before the Cut-off Date. The Seller will be entitled to all scheduled payments of principal and

interest on the Mortgage Loans due on or before the Cut-off Date, including payments of such collected after the

Cut-off Date. Such principal and interest belonging to the Seller as described above will not be included in the

aggregate principal balance of the Mortgage Loans as of the Cut-off Date as set forth on the initial Mortgage

Loan Schedule.

(ii) In connection with the transfer and assignment of the Mortgage Loans, the Seller shall

deliver or cause to be delivered to the Custodian on behalf of the Trustee as assignee of the Purchaser by the

Closing Date, the documents required to be included in each Mortgage File; provided, however, that in lieu of the

foregoing, the Seller may deliver the following documents, under the circumstances set forth below: (x) in lieu

of the original Mortgage, the assignment to the Trustee of such Mortgage, or intervening assignments thereof,

which have been delivered, are being delivered or will be delivered to recording offices for recording and have

not been returned to the Seller in time to permit their delivery as specified above, the Seller may deliver a

true copy thereof with a certification by the Seller, on the face of such copy, substantially as follows:

"Certified to be a true and correct copy of the original, which has been transmitted for recording"; (y) in lieu

of the Mortgage, the assignment to the Trustee of such Mortgage, or intervening assignments thereof, if the

applicable jurisdiction retains the originals of such documents (as evidenced by a certification from the Seller

to such effect) the Seller may deliver photocopies of such documents containing an original certification by the

recording office of the jurisdiction where such documents were recorded; and (z) in lieu of the Mortgage Notes

relating to the Mortgage Loans, each identified in the list attached hereto as Exhibit 2, the Seller may deliver

lost note affidavits and indemnities of the Seller; and provided further, however, that in the case of Mortgage

Loans which have been prepaid in full after the Cut-off Date and prior to the Closing Date, the Seller, in lieu

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of delivering the above documents, may deliver to the Trustee and the Custodian a certification by the Seller or

the Servicer servicing such Mortgage Loan to such effect. The Seller shall deliver such original documents

(including any original documents as to which certified copies had previously been delivered) or such certified

copies to the Custodian promptly after they are received. The Seller shall cause the Mortgage and intervening

assignments, if any, to be recorded not later than 180 days after the Closing Date, unless such assignment is not

required to be recorded under the terms set forth in Section 6(i).

SECTION 5. Material Defects.

(i) On or before the Closing Date, the Seller shall make the Mortgage Files available to

the Purchaser or its agent for examination, which examination may be at the offices of the Custodian or the

Seller. The fact that the Purchaser or its agent has conducted or has failed to conduct any partial or complete

examination of the Mortgage Files shall not affect the Purchaser's rights to demand cure, repurchase,

substitution or other relief as provided in this Agreement.

(ii) If any document is missing, has not been executed, is unrelated, determined on the

basis of the Mortgagor name, original principal balance and loan number, to the Mortgage Loans identified in the

Mortgage Loan Schedule (a "Material Defect"), the Purchaser or its assignee shall promptly notify the Seller in

writing of such Material Defect. The Seller shall correct or cure any such Material Defect within 90 days from

the date of notice of the Material Defect and if the Seller does not correct or cure such Material Defect within

such period and such defect materially and adversely affects the interests of the Purchaser or its assignee in

the related Mortgage Loan, the Seller will either (a) substitute for the related Mortgage Loan a Substitute

Mortgage Loan, which substitution shall be accomplished in the manner and subject to the conditions set forth in

this Section 5 or (b) purchase such Mortgage Loan from the Purchaser or its assignee at the Repurchase Price for

such Mortgage Loan; provided that, if such defect would cause the Mortgage Loan to be other than a "qualified

mortgage" as defined in Section 860G(a)(3) of the Internal Revenue Code, any such cure, repurchase or

substitution must occur within 90 days from the date such breach was discovered; provided, further that if such

defect relates solely to the inability of the Seller to deliver the original Mortgage or intervening assignments

thereof, or a certified copy, because the originals of such documents, or a certified copy, have not been

returned by the applicable recording office, the Seller shall not be required to purchase such Mortgage Loan if

the Seller delivers such original documents or certified copy promptly upon receipt, but in no event later than

360 days after the Closing Date. The foregoing repurchase or substitution obligation shall not apply in the event

that the Seller cannot deliver such original or copy of any document submitted for recording to the appropriate

recording office in the applicable jurisdiction because such document has not been returned by such office;

provided that the Seller shall instead deliver a recording receipt of such recording office or, if such receipt

is not available, a certificate of the Seller or the applicable Servicer confirming that such documents have been

accepted for recording, and delivery to the Trustee or the Custodian, as assignee of the Purchaser, shall be

effected by the Seller within thirty days of its receipt of the original recorded document.

(iii) With respect to each Substitute Mortgage Loan, the Seller shall promptly deliver to

the Custodian, on behalf of the Trustee as assignee of the Purchaser, the Mortgage Note, the Mortgage, and the

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other documents required to be included in the related Mortgage File, with the Mortgage Note endorsed and the

Mortgage assigned as required by the definition of Mortgage File. Payments due with respect to any such

Substitute Mortgage Loan in the month of substitution shall be retained by the Seller and not transferred to the

Purchaser. For the month of substitution, collections on the Mortgage Loans will include the scheduled payment

due for such month on any Deleted Mortgage Loan for which the Seller has substituted a Substitute Mortgage Loan.

(iv) The Seller shall amend the Mortgage Loan Schedule to reflect the repurchase or

transfer to the Seller of each Mortgage Loan that has become a Deleted Mortgage Loan and the substitution of the

Substitute Mortgage Loans and the Seller shall deliver the amended Mortgage Loan Schedule to the Purchaser, with

a copy to each of the Trustee and the Custodian. Upon such substitution, each Substitute Mortgage Loan shall be

subject to the terms of this agreement in all respects, and the Seller shall be deemed to have made to the

Purchaser with respect to such Substitute Mortgage Loan, as of the date of substitution, the representations and

warranties set forth in Section 7. Upon any such substitution and the payment to the Trustee as assignee of the

Purchaser of the Repurchase Price or of any required Substitution Adjustment Amount, the Purchaser shall cause

the Custodian to release the Mortgage File relating to such Deleted Mortgage Loan to the Seller and the Purchaser

and its assignees, as applicable, shall execute and deliver at the Seller's direction such instruments of

transfer or assignment prepared by the Seller, in each case without recourse, as shall be necessary to transfer

to the Seller, or its designee, any Defective Mortgage Loan substituted for or repurchased pursuant to this

Section 5.

(v) For any month in which the Seller substitutes one or more Substitute Mortgage Loans

for one or more Deleted Mortgage Loans, the amount (if any) by which the aggregate unpaid principal balance of

all such Substitute Mortgage Loans as of the date of substitution is less than the aggregate unpaid principal

balance of all such Deleted Mortgage Loans after application of the principal portion of the scheduled payments

due in the month of substitution (the "Substitution Adjustment Amount") shall be paid to the Trustee as assignee

of the Purchaser by the Seller on or before the Remittance Date in the month succeeding the calendar month during

which the related Mortgage Loan is required to be purchased or replaced hereunder.

SECTION 6. Recordation of Assignments of Mortgages.

(i) The Seller shall, promptly after the Closing Date, cause each Mortgage and each

assignment of Mortgage from the Seller to the Trustee, and all unrecorded intervening assignments, if any,

delivered on or prior to the Closing Date, to be recorded in the recording offices in the jurisdictions where the

related Mortgaged Properties are located; provided, however, the Seller need not cause to be recorded any

assignment which relates to a Mortgage Loan if (a) such recordation is not required by the rating agencies rating

the certificates issued under the Pooling and Servicing Agreement or an Opinion of Counsel has been provided to

the Purchaser, the Trustee, and the Custodian which states that the recordation of such assignment is not

necessary to protect the interest of the Purchaser or its assignee in the related Mortgage Loan or (b) MERS is

identified on the Mortgage or a properly recorded assignment of the Mortgage as the mortgagee of record;

provided, however, notwithstanding the delivery of any Opinion of Counsel, any assignment of Mortgage that has not

been recorded pursuant to clause (a) shall be submitted for recording by the Seller in the manner described

above, at the Seller's expense, upon 60 days' written notice to the Seller from the Purchaser or its assignee.

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(ii) While each such Mortgage or assignment is being recorded, if necessary, the Seller

shall leave or cause to be left with the Custodian a certified copy of such Mortgage or assignment. In the event

that, within 180 days of the Closing Date, the Purchaser, the Trustee, and the Custodian have not been provided

an Opinion of Counsel as described in subsection (i) or received evidence of recording with respect to each

Mortgage Loan pursuant to the terms hereof, the failure to provide evidence of recording or such Opinion of

Counsel (in the alternative, if required) shall be considered a Material Defect, and the provisions of Section 5

shall apply. All customary recording fees and reasonable expenses relating to the recordation of the assignments

of mortgage to the Trustee or the Opinion of Counsel, as the case may be, shall be borne by the Seller.

SECTION 7. Representations and Warranties of Seller Concerning the Mortgage Loans. The

Seller hereby represents and warrants to the Purchaser as of the Closing Date, or such other date prior thereto

as may be specified below, with respect to each Mortgage Loan:

(i) the information set forth in the Mortgage Loan Schedule hereto is true and correct in

all material respects and all information provided by the Seller to the Purchaser regarding the Mortgage Loans,

including the Mortgage Loan level detail, is true and correct in all material respects;

(ii) immediately prior to the transfer to the Purchaser, the Seller was the sole owner and

holder of each Mortgage and Mortgage Note relating to the Mortgage Loans and is conveying the same to the

Purchaser free and clear of any and all liens, claims, encumbrances, participation interests, equities, pledges,

charges or security interests of any nature and the Seller has full right and authority to sell or assign the

same pursuant to this Agreement;

(iii) each Mortgage Loan at the time it was made complied in all material respects with all

applicable laws and regulations, including, without limitation, usury, equal credit opportunity, disclosure and

recording laws and all applicable anti-predatory, abusive and fair lending laws; and each Mortgage Loan, during

the time period that it was serviced by the Seller, was serviced in all material respects in accordance with all

applicable laws and regulations, including, without limitation, usury, equal credit opportunity, disclosure and

recording laws and all anti-predatory, abusive and fair lending laws and the terms of the related Mortgage Note,

the Mortgage and other loan documents;

(iv) there is no monetary default existing under any Mortgage or the related Mortgage Note

and there is no material event which, with the passage of time or with notice and the expiration of any grace or

cure period, would constitute a default, breach or event of acceleration; and neither the Seller nor any of its

affiliates has taken any action to waive any default, breach or event of acceleration; no foreclosure action is

threatened or has been commenced with respect to the Mortgage Loan;

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(v) the terms of the Mortgage Note and the Mortgage have not been impaired, waived,

altered or modified in any respect, except by written instruments, (i) if required by law in the jurisdiction

where the Mortgaged Property is located, or (ii) to protect the interests of the Purchaser or its assignees;

(vi) no selection procedure reasonably believed by the Seller to be adverse to the

interests of the Purchaser or its assignees was utilized in selecting the Mortgage Loans;

(vii) each Mortgage is a valid and enforceable first lien on the property securing the

related Mortgage Note and each Mortgaged Property is owned by the Mortgagor in fee simple (except with respect to

common areas in the case of condominiums, PUDs and de minimis PUDs) or by leasehold for a term longer than the

term of the related Mortgage, subject only to (i) the lien of current real property taxes and assessments, (ii)

covenants, conditions and restrictions, rights of way, easements and other matters of public record as of the

date of recording of such Mortgage, such exceptions being acceptable to mortgage lending institutions generally

or specifically reflected in the appraisal obtained in connection with the origination of the related Mortgage

Loan or referred to in the lender's title insurance policy delivered to the originator of the related Mortgage

Loan and (iii) other matters to which like properties are commonly subject which do not materially interfere with

the benefits of the security intended to be provided by such Mortgage, except as enforceability may be limited by

bankruptcy, insolvency, liquidation, receivership, moratorium, reorganization or other similar laws affecting the

enforcement of the rights of creditors and by general principles of equity, whether in a proceeding in equity or

at law;

(viii) there is no mechanics' lien or claim for work, labor or material affecting the

premises subject to any Mortgage which is or may be a lien prior to, or equal with, the lien of such Mortgage

except those which are insured against by the title insurance policy referred to in (xiii) below;

(ix) as of the Cut-off Date, to the best of the Seller's knowledge, there was no delinquent

tax or assessment lien against the property subject to any Mortgage, except where such lien was being contested

in good faith and a stay had been granted against levying on the property;

(x) there is no valid offset, defense or counterclaim to any Mortgage Note or Mortgage,

including the obligation of the Mortgagor to pay the unpaid principal and interest on such Mortgage Note;

(xi) except to the extent insurance is in place which will cover such damage, each

Mortgaged Property is free of material damage and is in good repair and there is no proceeding pending or

threatened for the total or partial condemnation of any Mortgaged Property;

(xii) to the best of the Seller's knowledge, the Mortgaged Property and all improvements

thereon comply with all requirements of any applicable zoning and subdivision laws and ordinances;

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(xiii) a lender's title insurance policy (on an ALTA or CLTA form) or binder, or other

assurance of title customary in the relevant jurisdiction therefor in a form acceptable to Fannie Mae or the

Federal Home Loan Mortgage Corporation, was issued on the date that each Mortgage Loan was originated by a title

insurance company which, to the best of the Seller's knowledge, was qualified to do business in the jurisdiction

where the related Mortgaged Property is located, insuring the Seller and its successors and assigns that the

Mortgage is a first priority lien on the related Mortgaged Property in the original principal amount of the

Mortgage Loan. The Seller is the sole insured under such lender's title insurance policy, and such policy,

binder or assurance is valid and remains in full force and effect, and each such policy, binder or assurance

shall contain all applicable endorsements including a negative amortization endorsement, if applicable;

(xiv) as of the Closing Date, the improvements on each Mortgaged Property securing a

Mortgage Loan are insured (by an insurer which is acceptable to the Seller) against loss by fire and such hazards

as are covered under a standard extended coverage endorsement in the locale in which the Mortgaged Property is

located, in an amount which is not less than the lesser of the maximum insurable value of the improvements

securing such Mortgage Loan or the unpaid principal balance of the Mortgage Loan, but in no event in an amount

less than an amount that is required to prevent the Mortgagor from being deemed to be a co-insurer thereunder; if

the improvement on the Mortgaged Property is a condominium unit, it is included under the coverage afforded by a

blanket policy for the condominium project; if upon origination of the related Mortgage Loan, the improvements on

the Mortgaged Property were in an area identified as a federally designated flood area, a flood insurance policy

is in effect in an amount representing coverage not less than the least of (i) the unpaid principal balance of

the Mortgage Loan, (ii) the restorable cost of improvements located on such Mortgaged Property or (iii) the

maximum coverage available under federal law; and each Mortgage obligates the Mortgagor thereunder to maintain

the insurance referred to above at the Mortgagor's cost and expense;

(xv) each Mortgage Loan constitutes a "qualified mortgage" under Section 860G(a)(3)(A) of

the Internal Revenue Code and Treasury Regulation Section 1.860G-2(a)(1), (2), (4), (5), (6), (7) and (9),

without reliance on the provisions of Treasury Regulation Section 1.860G-2(a)(3) or Treasury Regulation Section

1.860G-2(f)(2) or any other provision that would al