ex10_3a.htm


    Execution
Copy

     

    Exhibit 10.3(A)

     

    BANK
OF AMERICA, NATIONAL ASSOCIATION

     

     

    Purchaser

     

     

    and

     

    AMERICAN
HOME MORTGAGE CORP.

     

    Company

     

    and

     

    AMERICAN
HOME MORTGAGE SERVICING, INC.

     

    Servicer

     

    


    


    


    MASTER
BULK SALE AND SERVICING AGREEMENT

     

    Dated
as of June 1, 2007

     

    


    


    


    Adjustable
and Fixed-Rate Mortgage Loans

     

    



    
      
         


      

      
         


        
          

        

      

      
         


      

    


    TABLE
OF CONTENTS

     

    
      	
              ARTICLE
      I DEFINITIONS

            	
              1

            
	
               

              ARTICLE
      II AGREEMENT TO PURCHASE; CONVEYANCE OF MORTGAGE LOANS; PURCHASE PRICE;
      POSSESSION OF MORTGAGE FILES; MAINTENANCE OF SERVICING FILES; BOOKS AND
      RECORDS; CUSTODIAL AGREEMENT; DELIVERY OF DOCUMENTS; CLOSING
      CONDITIONS

            	
              15

            
	
              Section
      2.01.  Agreement to Purchase; Conveyance of Mortgage Loans;
      Purchase Price; Possession of Mortgage Files; Maintenance of Servicing
      Files.

            	
              16

            
	
              Section
      2.02.  Books and Records; Transfers of Mortgage
      Loans.

            	
              17

            
	
              Section
      2.03.  Custodial Agreement; Delivery of
    Documents.

            	
              18

            
	
              Section
      2.04.  Quality Control Procedures.

            	
              20

            
	
              Section
      2.05.  Closing Conditions.

            	
              20

            
	
              Section
      2.06.  Costs.

            	
              22

            
	 
      	 
      
	
              ARTICLE
      III REPRESENTATIONS AND WARRANTIES REMEDIES AND BREACH

            	
              22

            
	
              Section
      3.01.  Company Representations, Warranties and Covenants
      Regarding the Company.

            	
              22

            
	
              Section
      3.02.  Representations, Warranties and Covenants Regarding
      Individual Mortgage Loans.

            	
              22

            
	
              Section
      3.03.  Repurchase and other Remedies.

            	
              22

            
	
              Section
      3.04.  Payment Default; Exercise of Rescission
      Right.

            	
              24

            
	
              Section
      3.05.  Premium Recapture.

            	
              24

            
	
              Section
      3.06.  Review of Mortgage Loans.

            	
              24

            
	 
      	 
      
	
              ARTICLE
      IV  ADMINISTRATION AND SERVICING OF MORTGAGE
    LOANS

            	
              25

            
	
              Section
      4.01.  Servicer.

            	
              25

            
	
              Section
      4.02.  Liquidation of Mortgage Loans.

            	
              26

            
	
              Section
      4.03.  Collection of Mortgage Loan Payments.

            	
              27

            
	
              Section
      4.04.  Establishment of and Deposits to Custodial
      Account.

            	
              27

            
	
              Section
      4.05.  Permitted Withdrawals From Custodial
    Account.

            	
              29

            
	
              Section
      4.06.  Establishment of and Deposits to Escrow
      Account.

            	
              30

            
	
              Section
      4.07.  Permitted Withdrawals From Escrow
Account.

            	
              31

            
	
              Section
      4.08.  Payment of Taxes, Insurance and Other
      Charges.

            	
              31

            
	
              Section
      4.09.  Transfer of Accounts.

            	
              32

            
	
              Section
      4.10.  Maintenance of Hazard Insurance.

            	
              32

            
	
              Section
      4.11.  Maintenance of Mortgage Impairment
    Insurance.

            	
              34

            
	
              Section
      4.12.  Maintenance of Fidelity Bond and Errors and Omissions
      Insurance.

            	
              34

            
	
              Section
      4.13.  Inspections.

            	
              35

            
	
              Section
      4.14.  Restoration of Mortgaged Property.

            	
              35

            
	
              Section
      4.15.  Maintenance of PMI Policy; Claims.

            	
              35

            
	
              Section
      4.16.  Title, Management and Disposition of REO
      Property.

            	
              36

            
	
              Section
      4.17.  Real Estate Owned Reports.

            	
              37

            


    


    
      
         


      

      
        i

        
          

        

      

      
         


      

    


    


    
      	
              Section
      4.18.  Liquidation Reports.

            	
              38

            
	
              Section
      4.19.  Reports of Foreclosures and Abandonments of Mortgaged
      Property.

            	
              38

            
	
              Section
      4.20.  Notification of Adjustments.

            	
              38

            
	
              Section
      4.21.  Modifications, Waivers, Amendments and
      Consents.

            	
              38

            
	
              Section
      4.22.  Disaster Recovery/Business Continuity
    Plan.

            	
              40

            
	
              Section
      4.23.  Fair Credit Reporting Act.

            	
              40

            
	 
      	 
      
	
              ARTICLE
      V PAYMENTS TO PURCHASER

            	
              40

            
	
              Section
      5.01.  Remittances.

            	
              40

            
	
              Section
      5.02.  Statements to Purchaser.

            	
              41

            
	
              Section
      5.03.  Monthly Advances by Servicer.

            	
              41

            
	 
      	 
      
	
              ARTICLE
      VI GENERAL SERVICING PROCEDURES

            	
              42

            
	
              Section
      6.01.  Due-on-Sale Provision and Assumptions.

            	
              42

            
	
              Section
      6.02.  Satisfaction of Mortgages and Release of Mortgage
      Files.

            	
              43

            
	
              Section
      6.03.  Servicing Compensation.

            	
              43

            
	
              Section
      6.04.  Annual Statement as to Compliance.

            	
              44

            
	
              Section
      6.05.  Annual Independent Public Accountants’ Servicing
      Report.

            	
              44

            
	
              Section
      6.06.  Right to Examine Records.

            	
              44

            
	
              Section
      6.07.  Compliance with REMIC Provisions.

            	
              44

            
	 
      	 
      
	
              ARTICLE
      VII COMPANY TO COOPERATE

            	
              45

            
	
              Section
      7.01.  Provision of Information.

            	
              45

            
	
              Section
      7.02.  Cooperation with Third-party Service
      Providers.

            	
              45

            
	 
      	 
      
	
              ARTICLE
      VIII THE COMPANY

            	
              46

            
	
              Section
      8.01.  Indemnification; Third Party Claims.

            	
              46

            
	
              Section
      8.02.  Merger or Consolidation.

            	
              46

            
	
              Section
      8.03.  Limitation on Liability of Company and
      Others.

            	
              47

            
	
              Section
      8.04.  Limitation on Assignment by Company.

            	
              47

            
	 
      	 
      
	
              ARTICLE
      IX RECONSTITUTION OF MORTGAGE LOANS AND COMPLIANCE WITH REGULATION
      AB

            	
              48

            
	 
      	 
      
	
              ARTICLE
      X DEFAULT

            	
              48

            
	
              Section
      10.01.  Events of Default.

            	
              48

            
	
              Section
      10.02.  Waiver of Defaults.

            	
              49

            
	 
      	 
      
	
              ARTICLE
      XI TERMINATION

            	
              50

            
	
              Section
      11.01.  Termination.

            	
              50

            
	
              Section
      11.02.  Termination Without Cause.

            	
              50

            
	 
      	 
      
	
              ARTICLE
      XII MISCELLANEOUS PROVISIONS

            	
              51

            
	
              Section
      12.01.  Successor to Company.

            	
              51

            
	
              Section
      12.02.  Governing Law.

            	
              52

            
	
              Section
      12.03.  Notices.

            	
              52

            
	
              Section
      12.04.  Severability of Provisions.

            	
              53

            
	
              Section
      12.05.  Relationship of Parties.

            	
              53

            


    


    
      
         


      

      
        ii

        
          

        

      

      
         


      

    


    


    
      	
              Section
      12.06.  Successors and Assigns; Assignment of
      Agreement.

            	
              53

            
	
              Section
      12.07.  Solicitation of Mortgagor.

            	
              53

            
	
              Section
      12.08.  Further Agreements.

            	
              53

            
	
              Section
      12.09.  Confidential Information.

            	
              53

            
	
              Section
      12.10.  Information Security and Privacy.

            	
              53

            
	
              Section
      12.11.  Counterparts.

            	
              53

            
	
              Section
      12.12.  Exhibits.

            	
              53

            
	
              Section
      12.13.  General Interpretive Principles.

            	
              53

            
	
              Section
      12.14.  Reproduction of Documents.

            	
              53

            
	
              Section
      12.15.  Trade Confirmation.

            	
              53

            


    

    


    EXHIBITS

    


    
      	
              Exhibit
      A

            	
              Contents
      of Each Mortgage File

            
	
              Exhibit
      B

            	
              Data
      Fields on Mortgage Loan Schedule

            
	
              Exhibit
      C

            	
              Form
      of Trade Confirmation

            
	
              Exhibit
      D

            	
              Form
      of Memorandum of Sale

            
	
              Exhibit
      E

            	
              Form
      of Assignment, Assumption and Recognition Agreement

            
	
              Exhibit
      F

            	
              Underwriting
      Guidelines

            
	
              Exhibit
      G

            	
              Form
      of Opinion of Counsel

            
	
              Exhibit
      H

            	
              Representations,
      Warranties and Covenants Regarding the Company

            
	
              Exhibit
      I

            	
              Representations,
      Warranties and Covenants Regarding Individual Mortgage
    Loans

            
	
              Exhibit
      J

            	
              Reconstitutions
      of Mortgage Loans and Compliance with Regulation AB

            
	
              Exhibit
      K

            	
              Loan
      Level Format for Tape Input

            
	
              Exhibit
      L

            	
              Reporting
      Data for Defaulted Loans

            
	
              Exhibit
      M

            	
              Calculation
      of Realized Loss/Gain Form

            


    

    



    
      
         


      

      
        iii

        
          

        

      

      
         


      

    


    MASTER BULK SALE AND
SERVICING AGREEMENT

     

    This is a
Master Bulk Sale and Servicing Agreement (the “Agreement”) for adjustable and
fixed rate residential first and second lien mortgage loans, dated and effective
as of June 1, 2007, and is executed by and among Bank of America, National
Association, as purchaser (the “Purchaser”), American Home Mortgage Corp., as
seller (the “Company”) and American Home Mortgage Servicing, Inc., as servicer
(the “Servicer”).

     

    W I T N E S S E T H

     

    WHEREAS,
the Purchaser has agreed to purchase from time to time from the Company and the
Company has agreed to sell from time to time to the Purchaser first and second
lien adjustable and fixed rate mortgage loans; and

     

    WHEREAS,
the Mortgage Loans will be sold by the Company and purchased by the Purchaser as
pools or groups of whole loans, servicing retained (each, a “Mortgage Loan
Package”) on the various Closing Dates as provided herein or in the related
Trade Confirmation; and

     

    WHEREAS,
each of the Mortgage Loans as of the related Closing Date will be secured by a
mortgage, deed of trust or other security instrument creating a first or second
lien on a residential dwelling located in the jurisdiction indicated on the
related Mortgage Loan Schedule for the related Mortgage Loan Package, which will
be annexed to a Memorandum of Sale (defined herein) on the related Closing Date;
and

     

    WHEREAS,
the Purchaser, the Company and the Servicer wish to prescribe the manner of
purchase of the Mortgage Loans and the conveyance, servicing and control of the
Mortgage Loans.

     

    NOW,
THEREFORE, in consideration of the mutual agreements hereinafter set forth, and
for other good and valuable consideration, the receipt and adequacy of which is
hereby acknowledged, the Purchaser, the Company and the Servicer agree as
follows:

     

    ARTICLE
I

     

    DEFINITIONS

     

    Whenever
used herein, the following words and phrases, unless the context otherwise
requires, shall have the following meanings:

     

    Accepted Servicing
Practices: Procedures (including collection procedures) that comply with
Applicable Laws and that the Servicer customarily employs and exercises in
servicing and administering mortgage loans for its own account and which are in
accordance with the Fannie Mae Guides and the accepted mortgage servicing
practices of prudent mortgage servicing institutions which service mortgage
loans of the same type as the Mortgage Loans in the jurisdiction where the
related Mortgaged Property is located.

     


    
      
         


      

      
        1

        
          

        

      

      
         


      

    


    Adjustable Rate Mortgage
Loan:  A Mortgage Loan that contains a provision pursuant to
which the Mortgage Interest Rate is adjusted periodically.

     

    Adjustment
Date:  As to each Adjustable Rate Mortgage Loan, the date on
which the Mortgage Interest Rate is adjusted in accordance with the terms of the
related Mortgage Note and Mortgage.

     

    Affiliate:  With
respect to any specified Person, any other Person controlling, controlled by or
under common control with such specified Person.

     

    Agreement:  This
Master Bulk Sale and Servicing Agreement and all amendments hereof and
supplements hereto.

     

    ALTA:  The
American Land Title Association or any successor thereto.

     

    Applicable
Laws:  All legal and regulatory requirements (including
statues, rules, regulations and ordinances) of federal, state and local
governmental agencies, boards, commissions, instrumentalities or other
governmental bodies to which any Mortgage Loan or any previous or current party
(including the servicer) to any Mortgage Loan is subject.

     

    Appraisal:  Either
(i) written appraisal of a Mortgaged Property made by a Qualified Appraiser, which appraisal must be
written, in form and substance to Fannie Mae and Freddie Mac standards, and
satisfy the requirements of Title XI of the Financial Institution, Reform,
Recovery and Enforcement Act of 1989 and the regulations promulgated thereunder,
in effect as of the date of the appraisal or (ii) to the extent reflected on the
Mortgage Loan Schedule, another form of valuation of the Mortgaged Property
permitted under the related Underwriting Guidelines.

     

    Appraised
Value:  With respect to any Mortgaged Property, the lesser of
(i) the value set forth on the Appraisal made in connection with the origination
of the related Mortgage Loan as the value of the related Mortgaged Property, or
(ii) the purchase price paid for the Mortgaged Property, provided, however, that
in the case of a refinanced Mortgage Loan, such value shall be based solely on
the Appraisal made in connection with the origination of such Mortgage
Loan.

     

    Assignment, Assumption and
Recognition Agreement:  The agreement substantially in the form
of Exhibit E
attached hereto.

     

    Assignment of
Mortgage:  An assignment of the Mortgage, notice of transfer or
equivalent instrument in recordable form, sufficient under the laws of the
jurisdiction wherein the related Mortgaged Property is located to reflect the
sale of the Mortgage to the Purchaser.

     

    Balloon Mortgage
Loan:  Any Mortgage Loan which by its original terms or any
modifications thereof provides for amortization beyond its scheduled maturity
date.

     

    BPO: A broker’s price
opinion with respect to a Mortgaged Property.

     


    
      
         


      

      
        2

        
          

        

      

      
         


      

    


    Business
Day:  Any day other than (i) a Saturday or Sunday, or (ii) a
day on which banking or savings and loan institutions in the State of New York
or the State of Texas are authorized or obligated by law or executive order to
be closed.

     

    Buydown
Agreement:  An agreement between the Company and a Mortgagor,
or an agreement among the Company, a Mortgagor and a seller of a Mortgaged
Property or a third party with respect to a Mortgage Loan which provides for the
application of Buydown Funds.

     

    Buydown
Funds:  In respect of any Buydown Loan, any amount contributed
by the seller of a Mortgaged Property subject to a Buydown Loan, the buyer of
such property, the Company or any other source, plus interest earned thereon, in
order to enable the Mortgagor to reduce the payments required to be made from
the Mortgagor’s funds in the early years of a Mortgage Loan.

     

    Buydown
Loan:  Any Mortgage Loan in respect of which, pursuant to a
Buydown Agreement, (i) the Mortgagor pays less than the full monthly payments
specified in the Mortgage Note for a specified period and (ii) the difference
between the payments required under such Buydown Agreement and the Mortgage Note
is provided from Buydown Funds.

     

    Closing
Date:  With respect to a Mortgage Loan Package, the date or
dates, set forth in the related Memorandum of Sale, on which the Purchaser will
purchase and the Company will sell the Mortgage Loans identified
therein.

     

    Code:  The
Internal Revenue Code of 1986, as it may be amended from time to time or any
successor statute thereto, and applicable U.S. Department of the Treasury
regulations issued pursuant thereto.

     

    Commission: The
United States Securities and Exchange Commission.

     

    Company:  American
Home Mortgage Corp., or its successor in interest or assigns, or any successor
to the Company under this Agreement appointed as herein provided.

     

    Company
Employees:  As defined in Section 4.03.

     

    Company
Information:  As defined in Section 8.05.

     

    Conventional Mortgage
Loan:  Any Mortgage Loan that is not a FHA Mortgage Loan or VA
Mortgage Loan.

     

    Cooperative
Corporation:  The entity that holds title (fee or an acceptable
leasehold estate) to the real property and improvements constituting the
Cooperative Property and which governs the Cooperative Property, which
Cooperative Corporation must qualify as a Cooperative Housing Corporation under
Section 216 of the Code.

     

    Cooperative
Loan:  Any Mortgage Loan secured by Cooperative Shares and a
Proprietary Lease.

     


    
      
         


      

      
        3

        
          

        

      

      
         


      

    


    Cooperative Loan
Documents:  With respect to any Cooperative Loan, (i) the
Cooperative Shares, together with a stock power in blank; (ii) the original
executed Security Agreement (or a copy thereof certified by an authorized
officer of the related Cooperative Corporation) and the assignment of the
Security Agreement endorsed in blank; (iii) the original executed Proprietary
Lease and the assignment of the Proprietary Lease endorsed in blank;
(iv) the original executed Recognition Agreement and the assignment of the
Recognition Agreement (or a blanket assignment of all Recognition Agreements)
endorsed in blank; (v) the executed UCC-1 financing statement with evidence of
recording thereon, which has been filed in all places required to perfect the
security interest in the Cooperative Shares and the Proprietary Lease; and (vi)
the Company’s executed UCC-3 financing statements (or copies thereof) or other
appropriate UCC financing statements required by state law, evidencing a
complete and unbroken chain of title from the mortgagee to the Company with
evidence of recording thereon (or in a form suitable for
recordation).

     

    Cooperative
Property:  The real property and improvements owned by the
Cooperative Corporation, that includes the allocation of individual dwelling
units to the holders of the Cooperative Shares of the Cooperative
Corporation.

     

    Cooperative
Shares:  Shares issued by a Cooperative
Corporation.

     

    Cooperative
Unit:  A single family dwelling located in a Cooperative
Property.

     

    Credit
Score:  The credit score of the Mortgagor provided by an
organization providing credit scores at the time of the origination of a
Mortgage Loan as reflected on the related Mortgage Loan Schedule and determined
in accordance with the related Underwriting Guidelines.

     

    Custodial
Account:  The separate account or accounts created and
maintained pursuant to Section 4.04.

     

    Custodial
Agreement:  The agreement between the Purchaser and the
Custodian governing the retention of the originals of each Mortgage Note,
Mortgage, Assignment of Mortgage and other Mortgage Loan Documents.

     

    Custodian:  The
custodian under the Custodial Agreement, which shall initially be US Bank
National Association, or its successor in interest or assigns, or any successor
to the Custodian under the Custodial Agreement as provided therein.

     

    Cut-off Date: With
respect to each Mortgage Loan, as specified in the related Memorandum of Sale,
either the first day of the month of the related Closing Date or such other date
specified in the related Trade Confirmation.

     

    Delivery
Requirements:  As defined in Section 5.01.

     

    Depositor: The
depositor, as such term is defined in Regulation AB, with respect to any
Securitization Transaction.

     


    
      
         


      

      
        4

        
          

        

      

      
         


      

    


    Determination
Date:  With respect to any Remittance Date, the fifteenth day
of each calendar month (or if such fifteenth day is not a Business Day, the
immediately preceding Business Day).

     

    Due
Date:  The day of the month on which the Monthly Payment is due
on a Mortgage Loan, exclusive of any days of grace, as specified in the related
Mortgage Note.

     

    Due
Period:  With respect to each Remittance Date, the period
commencing on the second day of the month preceding the month of the Remittance
Date and ending on the first day of the month of the Remittance
Date.

     

    Errors and Omissions
Insurance Policy:  An errors and omissions insurance policy to
be maintained by the Servicer or an Affiliate of the Servicer for the benefit of
the Servicer pursuant to Section 4.12.

     

    Escrow
Account:  The separate account or accounts created and
maintained pursuant to Section 4.06.

     

    Escrow
Payments:  With respect to any Mortgage Loan, the amounts
constituting ground rents, taxes, assessments, water rates, sewer rents,
municipal charges, mortgage insurance premiums, fire and hazard insurance
premiums, condominium charges, and any other payments required to be escrowed by
the Mortgagor with the mortgagee pursuant to the Mortgage or any other related
document.

     

    Event of
Default:  Any one of the conditions or circumstances enumerated
in Section 10.01.

     

    Exchange
Act:  The Securities Exchange Act of 1934, as
amended.

     

    Fannie
Mae:  Federal National Mortgage Association (FNMA), or any
successor thereto.

     

    Fannie Mae
Guides:  The Fannie Mae Sellers’ Guide and the Fannie Mae
Servicers’ Guide and all amendments or additions thereto.

     

    FDIC:  The
Federal Deposit Insurance Corporation, or any successor thereto.

     

    FHA:  The
Federal Housing Administration, an agency within HUD, or any successor thereto
and including the Federal Housing Commissioner and the Secretary of HUD where
appropriate under the FHA regulations.

     

    FHA Mortgage
Loan:  A Mortgage Loan that has a MIC issued by
HUD/FHA.

     

    Fidelity
Bond:  A fidelity bond to be maintained by the Servicer or an
Affiliate of the Servicer for the benefit of the Servicer pursuant to
Section 4.12.

     

    First Lien: With respect
to each Mortgaged Property, the lien of the mortgage, deed of trust or other
instrument securing a Mortgage Note which creates a first lien on the Mortgaged
Property.

     


    
      
         


      

      
        5

        
          

        

      

      
         


      

    


    First Remittance
Date:  [MONTH AFTER CLOSING] 18, 2007.

     

    Flood Zone Service
Contract:  A transferable contract maintained for the Mortgaged
Property with a flood zone service provider acceptable to the Purchaser for the
purpose of obtaining the current flood zone relating to such Mortgaged
Property.

     

    Freddie
Mac:  Federal Home Loan Mortgage Corporation (FHLMC), or any
successor thereto.

     

    Freddie Mac
Guide:  The Freddie Mac Single-Family Seller/Servicer Guide and
all amendments or additions thereto.

     

    GAAP:  Generally
accepted accounting principles, consistently applied.

     

    Gross
Margin:  With respect to each Adjustable Rate Mortgage Loan,
the fixed percentage amount set forth in the related Mortgage Note which is
added to the Index in order to determine the related Mortgage Interest Rate, as
set forth in the Mortgage Loan Schedule.

     

    HUD:  The
United States Department of Housing and Urban Development or any federal agency
or official thereof which may from time to time succeed to the functions thereof
with regard to FHA mortgage insurance.  The term “HUD,” for purposes
of this Agreement, is also deemed to include subdivisions thereof such as the
FHA and Government National Mortgage Association.

     

    Index:  With
respect to any Adjustable Rate Mortgage Loan, the index identified on the
Mortgage Loan Schedule and set forth in the related Mortgage Note for the
purpose of calculating the interest therein.

     

    Insurance
Proceeds:  Proceeds of insurance policies insuring the Mortgage
Loan or the related Mortgaged Property, including proceeds of any PMI Policy, if
applicable.

     

    Interest-Only Adjustment
Date:  With respect to each Interest-Only Mortgage Loan, the
date specified in the related Mortgage Note on which the Monthly Payment will be
adjusted to include principal as well as interest.

     

    Interest-Only Mortgage
Loan:  A Mortgage Loan which only requires payments of interest
for a period of time specified in the related Mortgage Note.

     

    Interim
Funder:  With respect to each MERS Designated Mortgage Loan,
the Person named on the MERS System as the interim funder pursuant to the MERS
Procedures Manual.

     

    Investor:  With
respect to each MERS Designated Mortgage Loan, the Person named on the MERS
System as the investor pursuant to the MERS Procedures Manual.

     

    Late
Collections:  With respect to any Mortgage Loan, all amounts
received with respect to such Mortgage Loan, whether as late payments of Monthly
Payments or as Insurance Proceeds, Liquidation Proceeds, Condemnation Proceeds
or otherwise, which represent late payments or collections of Monthly Payments
not previously recovered.

     


    
      
         


      

      
        6

        
          

        

      

      
         


      

    


    Liquidation
Proceeds:  Cash received in connection with the liquidation of
a defaulted Mortgage Loan, whether through the sale or assignment of such
Mortgage Loan, trustee’s sale, foreclosure sale or otherwise, or the sale of the
related Mortgaged Property if the Mortgaged Property is acquired in satisfaction
of the Mortgage Loan.

     

    LGC:  A
Loan Guaranty Certificate issued by the VA as a guarantee that the federal
government will repay to the lender a specified percentage of the loan balance
in the event of the borrower’s default.

     

    Loan-to-Value Ratio or
LTV:  With respect to any Mortgage Loan, the ratio of (i) the
original loan amount of the Mortgage Loan at its origination (unless otherwise
indicated) plus, in the case of Second Lien Mortgage Loans, the amount of any
related First Lien as of the date of origination of the Mortgage Loan to (ii)
the Appraised Value of the Mortgaged Property.

     

    LPMI Fee
Rate:  With respect to each Mortgage Loan which has an LPMI
Policy, the portion of the Mortgage Interest Rate as set forth on the related
Mortgage Loan Schedule (which shall be payable solely from the interest portion
of Monthly Payments, Insurance Proceeds, Condemnation Proceeds or Liquidation
Proceeds), which, during such period prior to the required cancellation of the
LPMI Policy, shall be used to pay the premium due on the related LPMI
Policy.

     

    LPMI
Policy:  A policy of primary mortgage guaranty insurance issued
by an insurer acceptable under the Underwriting Guidelines and qualified to do
business in the jurisdiction where the Mortgaged Property is located, pursuant
to which the related premium is to be paid by the Servicer of the related
Mortgage Loan from payments of interest made by the related borrower in an
amount as is set forth in the related Mortgage Loan Schedule.

     

    Market Change
Event:  (a) A suspension or material limitation in trading in
securities generally on the New York Stock Exchange or on NASDAQ; (b) a general
moratorium on commercial banking activities declared by either federal or New
York State authorities or a material disruption in commercial banking or
securities settlement or clearance services in the United States; or (c) the
outbreak or escalation of hostilities involving the United States or the
declaration by the United States of a national emergency or war, if the effect
of any such event specified in clause (c) in the judgment of the Purchaser makes
it impracticable or inadvisable to proceed with the transactions as contemplated
in this Agreement on the terms and in the manner contemplated in this
Agreement.

     

    Master
Servicer:  With respect to any Securitization Transaction, the
“master servicer,” if any, identified in the related transaction
documents.

     

    Material Adverse
Change:  With respect to any Person, (a) a material adverse
change in, or a material adverse effect upon, the operations, business,
properties or condition (financial or otherwise) of such Person; (b) a material
impairment of the ability of such Person to perform under this Agreement or any
related agreements; or (c) a material adverse effect upon the legality,
validity, binding effect or enforceability of such Person (unless such material
adverse effect is directly caused by an action of the Purchaser which can be
remedied by the Purchaser).

     


    
      
         


      

      
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    Memorandum of
Sale:  With respect to each Mortgage Loan and Mortgage Loan
Package, the memorandum of sale, substantially in the form of Exhibit D attached
hereto, confirming the sale by the Company and the purchase by the Purchaser of
the Mortgage Loan Package on the related Closing Date.

     

    MERS:  MERSCORP,
Inc., its successors and assigns.

     

    MERS Designated Mortgage
Loan:  A Mortgage Loan for which (a) the Company has designated
or will designate MERS as, and has taken or will take such action as is
necessary to cause MERS to be, the mortgagee of record, as nominee for the
Company, in accordance with MERS Procedure Manual and (b) the Company has
designated or will designate the Purchaser or its designee as the Investor on
the MERS System.

     

    MERS Procedures
Manual:  Collectively, the policies and procedures manuals
published by MERS, including without limitation, the MERS Procedures Manual and
the MERS Quality Assurance Procedures Manual, in each case, as it may be
amended, supplemented or otherwise modified from time to time and as available
from the MERS website.

     

    MERS
Report:  The report from the MERS System listing MERS
Designated Mortgage Loans and other information.

     

    MERS
System:  MERS mortgage electronic registry system, as more
particularly described in the MERS Procedures Manual.

     

    MIC:  A
Mortgage Insurance Certificate issued by HUD/FHA as evidence that a mortgage has
been insured and that a contract of mortgage insurance exists between HUD/FHA
and the lender.

     

    MIN:  The
Mortgage Identification Number for any MERS Designated Mortgage
Loan.

     

    MOM Mortgage
Loan:  A Mortgage Loan that was registered on the MERS® System
at the time of origination thereof and for which MERS appears as the record
mortgagee or beneficiary on the related Mortgage.

     

    Monthly
Advance:  The portion of each Monthly Payment that is
delinquent with respect to each Mortgage Loan at the close of business on the
Determination Date required to be advanced by the Company pursuant to Section
5.03 on the Business Day immediately preceding the Remittance Date of the
related month.

     

    Monthly
Payment:  With respect to any Mortgage Loan (other than an
Option ARM Mortgage Loan), the scheduled monthly payment of principal and/or
interest on a Mortgage Loan.  With respect to any Option ARM Mortgage
Loan, the payment of interest and/or principal elected to be paid by a Mortgagor
pursuant to the payment options under the related Mortgage Note on each Due Date
which payment may change on any Due Date as provided in the related Mortgage
Note.

     

    Mortgage:  With
respect to any Mortgage Loan that is not a Cooperative Loan, the mortgage, deed
of trust or other instrument securing a Mortgage Note, which creates a first
or

     


    
      
         


      

      
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    second
lien on the Mortgaged Property securing the Mortgage Note and, with respect to a
Cooperative Loan, the related Security Agreement.

     

    Mortgage
File:  The items pertaining to a particular Mortgage Loan
referred to in Exhibit A
annexed hereto, and any additional documents required to be added to the
Mortgage File pursuant to this Agreement.

     

    Mortgage Impairment
Insurance Policy:  A mortgage impairment or blanket hazard
insurance policy as described in Section 4.11.

     

    Mortgage Interest
Rate:  The annual rate of interest borne on a Mortgage Note in
accordance with the provisions of the Mortgage Note.

     

    Mortgage
Loan:  Each Mortgage Loan originally sold and subject to this
Agreement and identified on the Mortgage Loan Schedule annexed to the related
Memorandum of Sale, which Mortgage Loan includes without limitation the Mortgage
File, the Monthly Payments, Principal Prepayments, liquidation proceeds,
condemnation proceeds, insurance proceeds and all other rights, benefits,
proceeds and obligations arising from or in connection with such Mortgage
Loan.

     

    Mortgage Loan
Documents:  The documents referred to in Exhibit A as items 1
through 11.

     

    Mortgage Loan
Package:  The pool or group of whole loans purchased on a
Closing Date, as described in the Mortgage Loan Schedule annexed to the related
Memorandum of Sale.

     

    Mortgage Loan Remittance
Rate:  With respect to each Mortgage Loan, the annual rate of
interest remitted to the Purchaser, which shall be equal to the related Mortgage
Interest Rate minus the Servicing Fee Rate and any LPMI Fee Rate, if
applicable.

     

    Mortgage Loan
Schedule:  With respect to each Mortgage Loan Package, the
schedule of Mortgage Loans annexed to the related Memorandum of Sale (and
delivered in electronic format to the Purchaser), such schedule setting forth
the information set forth on Exhibit B with
respect to each Mortgage Loan in the related Mortgage Loan Package.

     

    Mortgage
Note:  The note or other evidence of the indebtedness of a
Mortgagor secured by a Mortgage.

     

    Mortgaged
Property:  With respect to each Mortgage Loan that is not a
Cooperative Loan, the Mortgagor’s real property or leasehold interest, including
any improvements, securing repayment of the debt evidenced by a related Mortgage
Note, consisting of an unsubordinated estate in fee simple or, with respect to
real property located in jurisdictions in which the use of leasehold estates for
residential properties is a widely-accepted practice, a leasehold estate, in a
single parcel or multiple parcels of real property improved by a residential
dwelling.  With respect to each Cooperative Loan, the Cooperative
Shares allocated to a Cooperative Unit in the related Cooperative Corporation
that were pledged to secure such Cooperative Loan and the related Proprietary
Lease.

     


    
      
         


      

      
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    Mortgagor:  The
obligor on a Mortgage Note.

     

    Negative
Amortization:  A gradual increase in the mortgage debt that
occurs when the Monthly Payment is not sufficient for full application to both
principal and interest.  The interest shortage is added to the unpaid
principal balance to create “negative” amortization.

     

    Non-Conventional Mortgage
Loans:  The FHA Mortgage Loans and the VA Mortgage
Loans.

     

    OCC:  The
Office of the Comptroller of the Currency.

     

    Officer’s
Certificate:  A certificate signed by the Chairman of the
Board, the Vice Chairman of the Board, the President, the Chief Financial
Officer, a Senior Vice President, an Executive Vice President, a First Vice
President, a Vice President or an Assistant Vice President and by the Treasurer
or the Secretary or one of the Assistant Treasurers or Assistant Secretaries of
the Company, and delivered to the Purchaser as required by this
Agreement.

     

    Opinion of
Counsel:  A written opinion of counsel, who may be an employee
of the Company, reasonably acceptable to the Purchaser.

     

    Option ARM Mortgage
Loan:  An Adjustable Rate Mortgage Loan with an original term
to maturity of not more than thirty (30) years and with respect to which the
related borrower may choose a flexible payment option each month pursuant to the
terms of the related Mortgage Note.

     

    Originator:  With
respect to any Mortgage Loan, the entity that (i) took the Mortgagor’s loan
application, (ii) processed the Mortgagor’s loan application, or (iii) closed
and/or funded such Mortgage Loan.

     

    Periodic Interest Rate
Cap:  As to each Adjustable Rate Mortgage Loan, the maximum
increase or decrease in the Mortgage Interest Rate on any Adjustment Date
pursuant to the terms of the Mortgage Note.

     

    Person:  Any
individual, corporation, partnership, joint venture, limited liability company,
association, joint-stock company, trust, unincorporated organization, government
or any agency or political subdivision thereof.

     

    PMI
Policy:  A policy of primary mortgage guaranty insurance issued
by a Qualified Insurer, as required by this Agreement with respect to certain
Mortgage Loans.

     

    Prepayment Interest
Shortfall:  As to any Remittance Date and each Mortgage Loan
subject to a Principal Prepayment received during the calendar month preceding
such Remittance Date, the amount, if any, by which one month’s interest at the
related Mortgage Loan Remittance Rate on such Principal Prepayment exceeds the
amount of interest paid in connection with such Principal
Prepayment.

     

    Prepayment
Premium:  With respect to a Prepayment Premium Loan, the
prepayment charge or penalty interest required to be paid by the Mortgagor in
connection with a prepayment

     


    
      
         


      

      
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    of the
related Mortgage Loan, as provided in the related Mortgage Note or Mortgage, and
as specified on the related Mortgage Loan Schedule.

     

    Prepayment Premium
Loan:  Each Mortgage Loan identified on the related Mortgage
Loan Schedule with respect to which the Mortgagor must pay a Prepayment Premium
in connection with a Principal Prepayment of all or a specific portion of the
Mortgage Loan.

     

    Prime
Rate:  The prime rate as published in the Wall Street
Journal.

     

    Principal
Prepayment:  Any payment or other recovery of principal on a
Mortgage Loan which is received in advance of its scheduled Due Date, including
any Prepayment Premium thereon and which is not accompanied by an amount of
interest representing scheduled interest due on any date or dates in any month
or months subsequent to the month of prepayment.

     

    Principal Prepayment
Period:  The month preceding the month in which the related
Remittance Date occurs.

     

    Proprietary
Lease:  With respect to any Cooperative Unit, a lease or
occupancy agreement between a Cooperative Corporation and a holder of related
Cooperative Shares.

     

    Purchase
Price:  The price specified in the related Memorandum of Sale
and paid on the Closing Date by the Purchaser to the Company for the Mortgage
Loans included in one or more Mortgage Loan Packages, as calculated and adjusted
as set forth in the related Trade Confirmation.

     

    Purchaser:  Bank
of America, National Association, or its successor in interest or any successor
or assignee to the Purchaser under this Agreement as herein
provided.

     

    Qualified Appraiser:
An appraiser, duly appointed by the Company, who had no interest, direct or
indirect, in the Mortgaged Property or in any loan made on the security thereof
at the time at which the appraisal was made, and whose compensation was not
affected by the approval or disapproval of the Mortgage Loan, and such appraiser
and the appraisal made by such appraiser both satisfied the requirements of
Title XI of the Financial Institution Reform, Recovery, and Enforcement Act and
the regulations promulgated thereunder, all as in effect on the date of the
appraisal.

     

    Qualified
Correspondent: Any Person from which the Company purchased Mortgage
Loans, provided that the following conditions are satisfied: (i) such Mortgage
Loans were originated pursuant to an agreement between the Company and such
Person that contemplated that such Person would underwrite mortgage loans from
time to time, for sale to the Company, in accordance with underwriting
guidelines designated by the Company (“Designated Guidelines”) or guidelines
that do not vary materially from such Designated Guidelines; (ii) such Mortgage
Loans were in fact underwritten as described in clause (i) above and were
acquired by the Company within one hundred eighty (180) calendar days after
origination; (iii) either (x) the Designated Guidelines were, at the time such
Mortgage Loans were originated, used by the Company in origination of mortgage
loans of the same type as the Mortgage Loans for the Company’s own account or
(y) the Designated Guidelines were, at the time such Mortgage Loans were
underwritten, designated by the Company on a consistent basis for use by lenders
in

     


    
      
         


      

      
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    originating
mortgage loans to be purchased by the Company; and (iv) the Company employed, at
the time such Mortgage Loans were acquired by the Company, pre-purchase or
post-purchase quality assurance procedures (which may involve, among other
things, review of a sample of mortgage loans purchased during a particular time
period or through particular channels) designed to ensure that Persons from
which it purchased mortgage loans properly applied the underwriting criteria
designated by the Company.

     

    Qualified
Depository:  Either (i) an account or accounts the deposits in
which are insured by the FDIC to the limits established by such corporation,
provided that any such deposits not so insured shall be maintained in an account
at a depository institution or trust company whose commercial paper or other
short term debt obligations (or, in the case of a depository institution or
trust company which is the principal subsidiary of a holding company, the
commercial paper or other short term debt obligations of such holding company)
have been rated by each Rating Agency in its highest short-term rating category,
or (ii) a segregated trust account or accounts (which shall be a “special
deposit account”) maintained with any federal or state chartered depository
institution or trust company, acting in its fiduciary
capacity.  Eligible Accounts may bear interest.

     

    Qualified
Insurer:  A mortgage guaranty insurance company duly authorized
and licensed where required by law to transact mortgage guaranty insurance
business and approved as an insurer by Fannie Mae or Freddie Mac.

     

    Rating
Agency:  Each of Fitch, Inc., Moody’s Investors Service, Inc.,
and Standard & Poor’s Ratings Services, a division of The McGraw-Hill
Companies, Inc., or any successor thereto.

     

    Recognition
Agreement:  With respect to any Cooperative Loan, an agreement
between the related Cooperative Corporation and the originator of such Mortgage
Loan to establish the rights of such originator in the related Cooperative
Property.

     

    Reconstitution: Any
Securitization Transaction or Whole Loan Transfer.

     

    Regulation AB:
Subpart 229.1100 – Asset Backed Securities (Regulation AB), 17
C.F.R.§§229.1100-229.1123, as such may be amended from time to time, and subject
to such clarification and interpretation as have been provided by the Commission
in the adopting release (Asset-Backed Securities, Securities Act Release No.
33-8518, 70 Fed. Reg. 1,506, 1,531 (Jan. 7, 2005)) or by the staff of the
Commission, or as may be provided by the Commission or its staff from time to
time.

     

    REMIC:  A
“real estate mortgage investment conduit” within the meaning of Section 860D of
the Code.

     

    REMIC
Provisions:  Provisions of the federal income tax law relating
to a REMIC, which appear at Section 860A through 860G of Subchapter M of Chapter
1, Subtitle A of the Code, and related provisions, and regulations, rulings or
pronouncements promulgated thereunder, as the foregoing may be in effect from
time to time.

     


    
      
         


      

      
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    Remittance
Date:  The 18th day (or if such 18th day is not a Business Day,
the first Business Day immediately preceding such 18th day) of any month,
beginning with the First Remittance Date.

     

    REO
Disposition:  The final sale by the Company of any REO
Property.

     

    REO Disposition
Proceeds:  All amounts received with respect to an REO
Disposition pursuant to Section 4.16.

     

    REO
Property:  A Mortgaged Property acquired by the Company on
behalf of the Purchaser through foreclosure or by deed in lieu of foreclosure,
as described in Section 4.16.

     

    Repurchase
Price:  With respect to any Mortgage Loan for which discovery
of or notice of breach occurs within twelve (12) months after the Closing Date,
a price equal to (i) the Stated Principal Balance of the Mortgage Loan as of the
date on which such repurchase takes place multiplied by the purchase price
percentage set forth in the related Memorandum of Sale plus (ii) interest on
such Stated Principal Balance at the Mortgage Interest Rate from the date on
which interest has last been paid and distributed to the Purchaser through the
last day of the month in which such repurchase takes place, plus (iii) any
unreimbursed Servicing Advances with respect to such Mortgage Loan, less (iv)
amounts received or advanced in respect of such repurchased Mortgage Loan which
are being held in the Custodial Account for distribution in the month of
repurchase.  With respect to any Mortgage Loan for which discovery of
or notice of breach occurs more than twelve (12) months after the Closing Date,
a price equal to (i) the Stated Principal Balance of the Mortgage Loan as of the
date on which such repurchase takes place plus (ii) interest on such Stated
Principal Balance at the Mortgage Interest Rate from the date on which interest
has last been paid and distributed to the Purchaser through the last day of the
month in which such repurchase takes place, plus (iii) any unreimbursed
Servicing Advances with respect to such Mortgage Loan, less (iv) amounts
received or advanced in respect of such repurchased Mortgage Loan which are
being held in the Custodial Account for distribution in the month of
repurchase.

     

    RESPA:  The
Real Estate Settlement Procedures Act, as amended.

     

    Second Lien: With respect
to each Mortgaged Property, the lien of the mortgage, deed of trust or other
instrument securing a Mortgage Note which creates a second lien on the Mortgaged
Property.

     

    Second Lien Mortgage
Loan:  A Mortgage Loan secured by the lien on the Mortgaged
Property, subject to one prior lien on such Mortgaged Property securing
financing obtained by the related Mortgagor.

     

    Securities Act of 1933 or
the 1933 Act:  The Securities Act of 1933, as
amended.

     

    Securitization
Transaction:  Any transaction involving either (1) a sale or
other transfer of some or all of the Mortgage Loans directly or indirectly to an
issuing entity in connection with an issuance of publicly offered or privately
placed, rated or unrated mortgage-backed securities or (2) an issuance of
publicly offered or privately placed, rated or unrated securities,
the

     


    
      
         


      

      
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    payments
on which are determined primarily by reference to one or more portfolios of
residential mortgage loans consisting, in whole or in part, of some or all of
the Mortgage Loans.

     

    Security
Agreement:  With respect to any Cooperative Loan, the agreement
between the owner of the related Cooperative Shares and the originator of the
related Mortgage Note that defines the terms of the security interest in such
Cooperative Shares and the related Proprietary Lease.

     

    Servicing
Advances:  All customary, reasonable and necessary “out of
pocket” costs and expenses (including reasonable attorneys’ fees and
disbursements) other than Monthly Advances incurred in the performance by the
Company of its servicing obligations, including, but not limited to, the cost of
(a) the preservation, restoration and protection of the Mortgaged Property, (b)
any enforcement or judicial proceedings, including foreclosures, (c) the
management and liquidation of any REO Property and (d) compliance with the
obligations under Section 4.08 hereunder.

     

    Servicing
Fee:  With respect to each Mortgage Loan, the amount of the
annual fee the Purchaser shall pay to the Company, which shall, for a period of
one full month, be equal to one-twelfth of the product of (a) the applicable
Servicing Fee Rate and (b) the outstanding principal balance of such Mortgage
Loan.  Such fee shall be payable monthly, computed on the basis of the
same principal amount and period respecting which any related interest payment
on a Mortgage Loan is computed.  The obligation of the Purchaser to
pay the Servicing Fee is limited to, and the Servicing Fee is payable solely
from, the interest portion (including recoveries with respect to interest from
Liquidation Proceeds, Condemnation Proceeds and Insurance Proceeds to the extent
permitted by Section 4.05) of such Monthly Payment collected by the Company, or
as otherwise provided under Section 4.05.

     

    Servicing Fee
Rate:  With respect to each Mortgage Loan, the per annum rate
specified for such Mortgage Loan set forth on the Mortgage Loan Schedule or if
not specified thereon, in the Purchase Price and Terms Letter.

     

    Servicing
File:  With respect to each Mortgage Loan, the file retained by
the Company consisting of originals or copies, which may be imaged copies, of
all documents in the Mortgage File which are not delivered to the Custodian and
copies of the Mortgage Loan Documents listed in the Custodial Agreement, the
originals of which are delivered to the Custodian pursuant to Section
2.03.

     

    Servicing
Officer:  Any officer of the Company involved in or responsible
for the administration and servicing of the Mortgage Loans whose name appears on
a list of servicing officers furnished by the Company to the Purchaser upon
request, as such list may from time to time be amended.

     

    Stated Principal
Balance:  As to each Mortgage Loan, (i) the principal
balance of the Mortgage Loan at the related Cut-off Date after giving effect to
payments of principal due on or before such date, whether or not received
(except with respect to Option ARM Mortgage Loans, in which case, to the extent
received), minus (ii) all amounts previously distributed to the

     


    
      
         


      

      
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    Purchaser
with respect to the related Mortgage Loan representing payments or recoveries of
principal or advances in lieu thereof.

     

    Static Pool
Information: Static pool information as described in Item 1105(a)(1)-(3)
and 1105(c) of Regulation AB.

     

    Subservicer:  Any
Person with which the Company has entered into a Subservicing Agreement,
provided that such Person is a Fannie Mae or Freddie Mac approved
seller/servicer in good standing and no event has occurred, including but not
limited to a change in insurance coverage, that would make it unable to comply
with the eligibility for seller/servicers imposed by Fannie Mae or Freddie
Mac.

     

    Subservicing
Agreement:  Any subservicing agreement between the Company and
any Subservicer relating to servicing and/or administration of some or all of
the Mortgage Loans included in a Mortgage Loan Package.

     

    Tax Service
Contract:  A transferable contract maintained for the Mortgaged
Property with a tax service provider for the purpose of obtaining current
information from local taxing authorities relating to such Mortgaged
Property.

     

    Third-Party
Originator: Each Person, other than a Qualified Correspondent, that
originated Mortgage Loans acquired by the Company.

     

    Trade
Confirmation:  With respect to any Mortgage Loan Package
purchased and sold on any Closing Date, the letter agreement between the
Purchaser and the Company, in the form attached hereto as Exhibit C (including
any exhibits, schedules and attachments thereto) or as shall be agreed upon by
the parties from time to time, setting forth the terms and conditions of such
transaction and describing the Mortgage Loans to be purchased by the Purchaser
on such Closing Date.  A Trade Confirmation may relate to more than
one Mortgage Loan Package to be purchased on one or more Closing Dates
hereunder.

     

    Underwriting
Guidelines:  The underwriting guidelines of the Company
attached hereto as Exhibit F, as may be
updated and incorporated into Exhibit F from time
to time by providing such updates to the Purchaser.

     

    VA:  The
Department of Veterans Affairs, an agency of the United States of America, or
any successor thereto, including the Administrator of Veterans
Affairs.

     

    VA Mortgage
Loan:  A Mortgage Loan that has a LGC issued by the
VA.

     

    Whole Loan
Transfer:  Any sale or transfer of some or all of the Mortgage
Loans by the Purchaser to a third party, which sale or transfer is not a
Securitization Transaction.

     

    ARTICLE
II

     

    AGREEMENT
TO PURCHASE; CONVEYANCE OF MORTGAGE LOANS; PURCHASE PRICE; POSSESSION OF
MORTGAGE FILES; MAINTENANCE OF

     


    
      
         


      

      
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    SERVICING
FILES; BOOKS AND RECORDS; CUSTODIAL AGREEMENT; DELIVERY OF DOCUMENTS; CLOSING
CONDITIONS

     

    Section
2.01. Agreement to Purchase;
Conveyance of Mortgage Loans; Purchase Price; Possession of Mortgage Files;
Maintenance of Servicing Files.

     

    (A)           Agreement
to Purchase; Conveyance of Mortgage Loans

     

    In
exchange for the payment of the Purchase Price on the related Closing Date, the
Company agrees to sell and the Purchaser agrees to purchase, without recourse,
but subject to the terms of this Agreement, on a servicing retained basis, all
of the right, title and interest of the Company in and to the Mortgage Loans in
a Mortgage Loan Package having an aggregate Stated Principal Balance on the
related Cut-off Date in an amount as set forth in the related Memorandum of
Sale.  The Company shall deliver the Mortgage Loan Schedule for the
Mortgage Loan Package to be purchased on the related Closing Date to the
Purchaser at least five (5) Business Days prior to such Closing
Date.  Pursuant to Section 2.03, the Company will deliver the Mortgage
Loan Documents to the Custodian.  Notwithstanding any provision in
this Agreement to the contrary, Mortgage Loans purchased under this Agreement
may not be subject to any risk sharing agreement between the Originator and any
mortgage insurance company, and the Company shall cause any Mortgage Loan
subject to such arrangement to be released therefrom prior to the related
Closing Date or shall not sell such Mortgage Loan to the Purchaser.

     

    (B)           Purchase
Price

     

    The
Purchase Price for each Mortgage Loan listed on the related Mortgage Loan
Schedule shall be the percentage of par as stated in or otherwise calculated
pursuant to the related Trade Confirmation (subject to adjustment as provided
therein), multiplied by its Stated Principal Balance as of the related Cut-off
Date.  If so provided in the related Trade Confirmation, portions of
the Mortgage Loans shall be priced separately.  In addition to the
Purchase Price as described above, the Purchaser shall pay to the Company, at
closing, accrued interest on the Stated Principal Balance of each Mortgage Loan
as of the related Cut-off Date at the Mortgage Interest Rate from the related
Cut-off Date through the day prior to the related Closing Date, both
inclusive.  With respect to each Mortgage Loan (other than Option ARM
Mortgage Loans) purchased, the Purchaser shall own and be entitled to
receive:  (a) the principal portion of all Monthly Payments due (or
received in the case of the Option ARM Mortgage Loans) after the applicable
Cut-off Date and (b) all other payments and/or recoveries of principal collected
on or after the applicable Cut-off Date (provided, however, that all scheduled
payments of principal due on or before the applicable Cut-off Date and collected
by the Servicer after the applicable Cut-off Date shall, except in the case of
the Option ARM Mortgage Loans, belong to the Company) and (c) all payments of
interest on the Mortgage Loans at the Mortgage Loan Remittance Rate (minus that
portion of any such payment that is allocable to the period prior to the related
Cut-off Date) and (4) all Prepayment Premiums.  The Stated Principal
Balance of each Mortgage Loan as of the related Cut-off Date is determined after
application of payments of principal due on or before the related Cut-off Date
whether or not collected together with any unscheduled principal prepayments
collected prior to the related Cut-off Date, provided, however, that payments of
scheduled principal and interest prepaid for a Due Date beyond the Cut-off Date
shall not be applied to the principal balance as of the Cut-off
Date.  Such prepaid

     


    
      
         


      

      
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    amounts
(minus interest at the Servicing Fee Rate and any LPMI Fee Rate, if applicable)
shall be the property of the Purchaser. The Company shall deposit any such
prepaid amounts into the Custodial Account for the benefit of the
Purchaser.

     

    (C)           Possession
of Mortgage Files; Maintenance of Servicing Files

     

    The
contents of each Servicing File are and shall be held in trust by the Company
for the benefit of the Purchaser as the owner thereof as of the related Cut-off
Date.  The Company shall take all necessary steps to ensure that the
documents required to be included in the Servicing File are complete and shall
maintain the Servicing File as required by this Agreement and Accepted Servicing
Practices.  Possession of each Servicing File by the Company is at the
will of the Purchaser for the sole purpose of servicing the related Mortgage
Loan, and such retention and possession by the Company is in a custodial
capacity only.  Upon the sale of the Mortgage Loans, the ownership of
each Mortgage Note, the related Mortgage and the related Mortgage File and
Servicing File shall vest immediately in the Purchaser, and the ownership of all
records and documents with respect to the related Mortgage Loan prepared by or
which come into the possession of the Company shall vest immediately in the
Purchaser and shall be retained and maintained by the Company, in trust, at the
will of the Purchaser and only in such custodial capacity.  The
Company shall release its custody of the contents of any Servicing File only in
accordance with written instructions from the Purchaser, unless such release is
required as incidental to the Company’s servicing of the Mortgage Loans or is in
connection with a repurchase of any Mortgage Loan pursuant to
Section 3.03.

     

    (D)           Home
Mortgage Disclosure Act

     

    The
Company shall provide to the Purchaser all data and information (in form and
substance reasonably acceptable to the Purchaser) required to be (a) reported by
the Purchaser and (b) collected by the Originator or owner of mortgage loans
under the Home Mortgage Disclosure Act.

     

    Section
2.02. Books and Records; Transfers
of Mortgage Loans.

     

    From and
after the sale of the Mortgage Loans to the Purchaser all rights arising out of
the Mortgage Loans, including, but not limited to, all funds received on or in
connection with the Mortgage Loans, shall be received and held by the Company in
trust for the benefit of the Purchaser as owner of the Mortgage Loans, and the
Company, if applicable, shall retain record title to the related Mortgages for
the sole purpose of facilitating the servicing and the supervision of the
servicing of the Mortgage Loans.

     

    The sale
of each Mortgage Loan shall be reflected on the Company’s balance sheet and
other financial statements, tax returns and business records as a sale of assets
by the Company.  The Company shall be responsible for maintaining, and
shall maintain, a complete set of books and records for each Mortgage Loan which
shall be marked clearly to reflect the ownership of each Mortgage Loan by the
Purchaser.  In particular, the Company shall maintain in its
possession, available for inspection by the Purchaser, or its designee, and
shall deliver to the Purchaser upon demand, evidence of compliance with all
Applicable Laws and requirements of Fannie Mae or Freddie Mac, if applicable,
including but not limited to documentation as to the

     


    
      
         


      

      
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    method
used in determining the applicability of the provisions of the Flood Disaster
Protection Act of 1973, as amended, to the Mortgaged Property and documentation
evidencing insurance coverage and, with respect to conforming Mortgage Loans
that are secured by condominium units, eligibility of any condominium project
for approval by Fannie Mae or Freddie Mac.

     

    The
Servicer shall maintain with respect to each Mortgage Loan and shall make
available for inspection by the Purchaser or its designee the related Servicing
File during the time the Purchaser retains ownership of a Mortgage Loan and
thereafter in accordance with applicable laws and regulations.

     

    The
Servicer shall keep at its servicing office books and records in which, subject
to such reasonable regulations as it may prescribe, the Servicer shall note
transfers of Mortgage Loans.  No transfer of a Mortgage Loan may be
made unless such transfer is in compliance with the terms hereof.  For
the purposes of this Agreement, the Servicer shall be under no obligation to
deal with any person with respect to this Agreement or the Mortgage Loans unless
the books and records show such person as the owner of the Mortgage
Loan.  The Purchaser may, subject to the terms of this Agreement, sell
and transfer one or more of the Mortgage Loans.  The Purchaser shall
advise the Servicer of any such transfer.  Upon receipt of notice of
the transfer, the Servicer shall mark its books and records to reflect the
ownership of the Mortgage Loans of such assignee, and shall release the previous
Purchaser from its obligations hereunder with respect to the Mortgage Loans sold
or transferred.  If the Servicer receives notification of a transfer
less than five (5) Business Days before the last calendar day of the month, the
Servicer’s duties to remit and report as required by Article V shall begin with
the next Due Period.

     

    Section
2.03. Custodial Agreement;
Delivery of Documents.

     

    The
Company will, with respect to each Mortgage Loan, deliver and release the
Mortgage Loan Documents to the Custodian in accordance with the Delivery
Requirements. In addition, in connection with the assignment of any MERS
Designated Mortgage Loan, the Company agrees that within five (5) Business Days
following each Closing Date it will cause, at its own expense, the MERS System
to indicate that the related Mortgage Loans have been assigned by the Company to
the Purchaser in accordance with the Delivery Requirements.  The
Company further agrees that once the MERS system has been updated to reflect the
assignment of the Mortgage Loans to the Purchaser in accordance with the
foregoing sentence, it will not thereafter alter the information referenced in
this paragraph with respect to any Mortgage Loan during the term of this
Agreement unless and until such Mortgage Loan is repurchased by the Company in
accordance with the terms of this Agreement.

     

    The
Custodian shall be required to certify its receipt of the Mortgage Loan
Documents required to be delivered pursuant to the Custodial Agreement prior to
the related Closing Date, as evidenced by the initial certification of the
Custodian in the form annexed to the Custodial Agreement.  The Company
shall be responsible for providing, at its own expense, the Assignments of
Mortgage in blank to the Custodian, other than for MOM Mortgage
Loans.  The Purchaser shall be responsible for the initial and
on-going fees and expenses of the Custodian.

     

    All
recording fees and other costs associated with the recording of Assignments of
Mortgage and other relevant documents to the Purchaser or its designee will be
borne by the

     


    
      
         


      

      
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    Company;
provided, however, that under no circumstances shall the Company be responsible
for any costs, fees or expenses of recording more than one (1) Assignment of
Mortgage or other relevant documents for any Mortgage Loan.  For
Mortgage Loans not registered under the MERS System, if the Purchaser requests
that the related Assignments of Mortgage be recorded, the Company shall cause
such Assignments of Mortgage which were delivered in blank to be completed and
to be recorded.  The Company shall be required to deliver such
Assignments of Mortgage for recording within thirty (30) days of the date on
which the Company is notified that recording will be required pursuant to this
Section 2.03.  The Company shall furnish the Custodian with a copy of
each Assignment of Mortgage submitted for recording.  In the event
that any such Assignment is lost or returned unrecorded because of a defect
therein, the Company shall promptly have a substitute Assignment of Mortgage
prepared or have such defect cured, as the case may be, and thereafter cause
such Assignment of Mortgage to be duly recorded.

     

    Except as
otherwise provided in this Section 2.03 and in Section 3.03, upon discovery or
receipt of notice of any defective document required to be included in a
Mortgage File, or that a document required to be in a Mortgage File is missing,
the Company shall have ninety (90) calendar days to cure such defect or deliver
such missing document to the Custodian.  Any document required to be
included in a Mortgage File that is not executed as required or does not
strictly comply with all legal requirements shall be deemed to be
defective.  If the Company does not cure such defect or deliver such
missing document within such time period, the Company shall repurchase such
Mortgage Loan in accordance with Section 3.03.

     

    The
Company shall forward to the Custodian original documents evidencing an
assumption, modification, consolidation or extension of any Mortgage Loan
entered into in accordance with Section 4.01 or 6.01 within one week of their
execution, provided, however, that the Company shall provide the Custodian with
a certified true copy of any such document submitted for recordation within ten
(10) days of its execution, and shall provide the original of any document
submitted for recordation or a copy of such document certified by the
appropriate public recording office to be a true and complete copy of the
original within two hundred and forty (240) calendar days of its submission for
recordation.

     

    If the
original or a copy certified by the appropriate recording office of any document
submitted for recordation to the appropriate public recording office is not so
delivered to the Custodian within two hundred and forty (240) calendar days
following the related Closing Date, and if the Company does not cure such
failure within thirty (30) calendar days after receipt of written notification
of such failure from the Purchaser, the related Mortgage Loan shall, upon the
request of the Purchaser, be repurchased by the Company at a price and in the
manner specified in Section 3.03.

     

    In the
event the public recording office is delayed in returning any original document,
the Company shall deliver to the Custodian within two hundred and forty (240)
calendar days following the related Closing Date, a copy of such document and an
Officer’s Certificate, which shall (i) identify the recorded document;
(ii) state that the recorded document has not been delivered to the
Custodian due solely to a delay by the public recording office, (iii) state the
amount of time generally required by the applicable recording office to record
and return a document submitted for recordation, and (iv) specify the date the
applicable recorded document

     


    
      
         


      

      
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    will be
delivered to the Custodian.  The Company will be required to deliver
the document to the Custodian by the date specified in (iv) above.  An
extension of the date specified in (iv) above may be requested from the
Purchaser, which consent shall not be unreasonably withheld.  However,
if the Company cannot deliver such original or clerk-certified copy of any
document submitted for recordation to the appropriate public recording office
within three hundred and sixty (360) calendar days following the related Closing
Date, the Company shall, at the option of the Purchaser, indemnify the Purchaser
for expenses related to such failure or repurchase the related Mortgage Loan at
the price and in the manner specified in Section 3.03.

     

    In
addition to any rights granted to the Purchaser hereunder to underwrite the
Mortgage Loans and review the Mortgage Loan Documents prior to the Closing Date,
the Purchaser shall be entitled to conduct a due diligence review of the
Mortgage Files in accordance with the timetable and any additional terms and
conditions set forth in the Trade Confirmation.  Such underwriting by
the Purchaser or its designee shall not impair or diminish the rights of the
Purchaser or any of its successors under this Agreement with respect to a breach
of the representations and warranties contained in this
Agreement.  The fact that the Purchaser or its designee has conducted
or has failed to conduct any partial or complete examination of the Mortgage
Files shall not affect the Purchaser’s or any of its successors’ rights to
demand repurchase or other relief or remedy provided for in this
Agreement.

     

    Section
2.04. Quality Control
Procedures.

     

    Each of
the Company and the Servicer shall have an internal quality control program in
writing that verifies, on a regular basis, the existence and accuracy of the
legal documents, credit documents, property appraisals, and underwriting
decisions.  The program shall include evaluating and monitoring the
overall quality of its underwriting, originating and administering activities,
as applicable, in accordance with industry standards and Applicable
Laws.  The Company and the Servicer shall make available upon
reasonable request of the Purchaser information regarding its quality control
program.

     

    Section
2.05. Closing
Conditions.

     

    The
closing for the purchase and sale of each Mortgage Loan Package shall take place
on the respective Closing Date.  The closing shall be either: by
telephone, facsimile or other electronic communication, confirmed by letter or
wire as the parties shall agree; or conducted in person, at such place as the
parties may agree.

     

    The
closing for each Mortgage Loan Package shall be subject to the satisfaction of
each of the following conditions:

     

    (a) with
respect to the Purchaser’s obligations to close:

     

    (i) the
Company shall have delivered to the Purchaser and the Custodian the related
Mortgage Loan Schedule and an electronic data file containing information on a
loan-level basis;

     

    (ii) all of
the representations and warranties of the Company and the Servicer under this
Agreement shall be true and correct as of the related Closing Date (or
such

     


    
      
         


      

      
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    other
date specified herein) in all material respects and no default shall have
occurred hereunder which, with notice or the passage of time or both, would
constitute an Event of Default hereunder;

     

    (iii) the
Purchaser and its counsel shall have received an opinion from the counsel to the
Company and the Servicer, substantially in the form of Exhibit G attached
hereto (with respect to the initial closing only);

     

    (iv) the
Purchaser shall have received from the Custodian an initial certification with
respect to its receipt of the Mortgage Loan Documents for the related Mortgage
Loans, which certification shall be in form and substance acceptable to the
Purchaser;

     

    (v) the
Purchaser shall have received copies (provided that original executed copies
shall be delivered to the Purchaser within a reasonable time after the related
Closing Date) of the related Memorandum of Sale, the related Trade Confirmation
and a funding memorandum setting forth the Purchase Price(s), and the accrued
interest thereon, for the Mortgage Loan Package, in each case duly executed on
behalf of the Company and the Servicer, as applicable;

     

    (vi) no
Material Adverse Change with respect to the Company or the Servicer or Market
Change Event shall have occurred since the date of the Trade Confirmation;
and

     

    (vii) all other
terms and conditions of this Agreement, the related Memorandum of Sale and the
related Trade Confirmation to be satisfied by the Company or the Servicer shall
have been complied with in all material respects; and

     

    (b) with
respect to the Company’s obligations to close:

     

    (i) the
Company shall have received a copy of the initial certification of the Custodian
with respect to its receipt of the Mortgage Loan Documents for the related
Mortgage Loans;

     

    (ii) the
Company has received copies (provided that original executed copies shall be
delivered to the Purchaser within a reasonable time after the related Closing
Date) of the related Memorandum of Sale, the related Trade Confirmation and a
funding memorandum setting forth the Purchase Price(s), and accrued interest
thereon, for the Mortgage Loan Package, in each case executed on behalf of the
Purchaser; and

     

    (iii) all terms
and conditions of this Agreement, the related Memorandum of Sale and the related
Trade Confirmation to be satisfied by the Purchaser shall have been complied
with in all material respects.

     

    Upon
satisfaction of the foregoing conditions, the Purchaser shall pay to the Company
on such Closing Date the Purchase Price for the related Mortgage Loan Package,
including accrued interest pursuant to Section 2.01 of this
Agreement.

     


    
      
         


      

      
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    Section
2.06. Costs.

     

    The
Purchaser shall pay any commissions due its salesmen, the Custodian, any and all
costs incurred by the Purchaser, its employees or agents in connection with the
due diligence evaluation of the Mortgage Loans, including but not limited to,
the assessment of the credit, compliance or value of such Mortgage Loans, and
the legal fees and expenses of its attorneys.  All other costs and
expenses incurred in connection with the transfer and delivery of the Mortgage
Loans, including without limitation recording fees, fees for title policy
endorsements and continuations, fees for recording Assignments of Mortgage, if
any, and fees and expenses of its attorneys, shall be paid by the Company or the
Servicer, as applicable.

     

    ARTICLE
III

     

    REPRESENTATIONS
AND WARRANTIES REMEDIES AND BREACH

     

    Section
3.01. Company Representations,
Warranties and Covenants Regarding the Company.

     

    Each of
the Company and the Servicer hereby makes the representations, warranties and
covenants set forth in Exhibit H hereto to
the Purchaser as of the related Closing Date.

     

    Section
3.02. Representations, Warranties
and Covenants Regarding Individual Mortgage Loans.

     

    As to
each Mortgage Loan, the Company hereby makes the representations, warranties and
covenants set forth in Exhibit I hereto to
the Purchaser as of the related Closing Date.

     

    Section
3.03. Repurchase and other
Remedies.

     

    It is
understood and agreed that the representations and warranties set forth in the
exhibits referred to in Sections 3.01 and 3.02 shall survive the sale of
the Mortgage Loans to the Purchaser and the delivery of the Mortgage Loan
Documents to the Custodian and shall inure to the benefit of the Purchaser,
notwithstanding any restrictive or qualified endorsement on any Mortgage Note or
Assignment of Mortgage or the examination or failure to examine any Mortgage
File.  Upon discovery by either the Company, the Servicer or the
Purchaser of a breach of any of the foregoing representations and warranties
that materially and adversely affects the value of a Mortgage Loan or the
interest of the Purchaser (or that materially and adversely affects the
interests of Purchaser in the related Mortgage Loan in the case of a
representation and warranty relating to a particular Mortgage Loan), the party
discovering such a breach shall give prompt written notice to the
other.  Any such breach that causes a Mortgage Loan not be a
“qualified mortgage” within the meaning of Section 860G(a)(3) of the Code shall
be deemed to materially and adversely affect the interests of the
Purchaser.  With respect to the representations and warranties set
forth in the exhibits referred to in Sections 3.01 and 3.02 which are required
by any Rating Agency in connection with any Securitization Transaction that are
made to the best of the Company’s knowledge, if it is discovered that the
substance of such representation and warranty is inaccurate and such inaccuracy
materially and adversely affects the value of the related Mortgage Loan or the
interest of the Purchaser in such Mortgage Loan, the Purchaser shall be entitled
to all the remedies to which it would be entitled for a breach of representation
or

     


    
      
         


      

      
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    warranty,
including without limitation, the repurchase and indemnification requirements
contained herein, notwithstanding the Company’s lack of knowledge with respect
to the inaccuracy at the time the representation was made.

     

    Within
sixty (60) calendar days of the earlier of either discovery by or notice to the
Company of any breach of a representation or warranty which materially and
adversely affects the value of a Mortgage Loan or the interest of the Purchaser
therein, the Company shall use its commercially reasonable efforts promptly to
cure such breach in all material respects and, if such breach cannot be cured,
the Company shall, at the Purchaser’s option, repurchase such Mortgage Loan at
the Repurchase Price.  In the event that a breach shall involve any
representation or warranty set forth in Section 3.01, and such breach cannot be
cured within sixty (60) calendar days of the earlier of either discovery by or
notice to the Company of such breach, all of the Mortgage Loans materially and
adversely affected by such breach shall, at the Purchaser’s option, be
repurchased by the Company at the Repurchase Price.  Notwithstanding
any of the foregoing, if a breach would cause the Mortgage Loan to be other than
a “qualified mortgage,” as defined in Section 860G(a)(3) of the Code, any such
repurchase must occur within forty-five (45) calendar days from the date the
breach was discovered unless such breach is cured during such
period.  In addition, for purposes of this Section 3.03, any document
required to be included in a Mortgage File or a Servicing File that is not
executed as required or does not strictly comply with all legal requirements
shall be deemed to materially and adversely affect the interests of the
Purchaser.  Notwithstanding anything to the contrary herein, within
sixty (60) calendar days of the earlier of either discovery by or notice to the
Company of any breach of the representations or warranties set forth in
subsections 2 and 3 of Exhibit I, the
Company shall cure such breach or repurchase such Mortgage Loan at the
Repurchase Price.

     

    Any
repurchase of a Mortgage Loan or Loans pursuant to the foregoing provisions of
this Section 3.03 shall be accomplished by deposit within thirty (30) calendar
days following the expiration of any applicable cure period in such account as
the Purchaser shall identify to the Company of the amount of the Repurchase
Price, after deducting therefrom any amount received in respect of such
repurchased Mortgage Loan or Loans and being held by the Company for
distribution to the Purchaser.

     

    At the
time of repurchase, the Purchaser and the Company shall arrange for the
reassignment of the applicable Mortgage Loan to the Company and the delivery to
the Company of the related Mortgage File previously delivered by the Company to
the Purchaser or its designee.  In the event of a repurchase, the
Company shall, simultaneously with such reassignment, give written notice to the
Purchaser that such repurchase has taken place and amend the related Mortgage
Loan Schedule to reflect the withdrawal of the Deleted Mortgage Loan from this
Agreement.

     

    In
addition to such repurchase obligation, the Company shall indemnify the
Purchaser and hold it harmless against any losses, damages, penalties, fines,
forfeitures, reasonable and necessary legal fees and related costs, judgments,
and other costs and expenses resulting from any claim, demand, defense or
assertion based on or grounded upon, or resulting from, a breach of the
representations and warranties of the Company contained in Exhibits H and I of this
Agreement.  It is understood and agreed that the obligations of the
Company set forth in this Section 3.03 to cure or repurchase a defective
Mortgage Loan and to indemnify the Purchaser as

     


    
      
         


      

      
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    provided
in this Section 3.03 constitute the sole remedies of the Purchaser respecting a
breach of the foregoing representations and warranties.  For purposes
of this paragraph, “Purchaser” shall mean the Person then acting as the
Purchaser under this Agreement and any and all Persons who previously were
“Purchasers” under this Agreement.

     

    Any cause
of action against the Company relating to or arising out of the breach of any
representations and warranties set forth in the exhibits referred to in Sections
3.01 and 3.02 shall accrue as to any Mortgage Loan upon (i) discovery of such
breach by the Purchaser or notice thereof by the Company to the Purchaser, (ii)
failure by the Company to cure such breach or repurchase such Mortgage Loan as
specified above, and (iii) demand upon the Company by the Purchaser for
compliance with this Agreement.

     

    Section
3.04. Payment Default; Exercise of
Rescission Right.

     

    If the
related Mortgagor is thirty (30) calendar days or more delinquent with respect
to any of the Mortgage Loan’s first three (3) Monthly Payments due after the
related Closing Date or a debtor in any state or federal bankruptcy or
insolvency proceeding filed within sixty (60) calendar days following the
related Closing Date, the Company, at the Purchaser’s option, shall repurchase
such Mortgage Loan from the Purchaser at the Repurchase Price within thirty (30)
calendar days following receipt of notice to the Company.  In the
event a Mortgagor exercises any right of rescission it may have with respect to
the related Mortgage Loan that arises as a result of an act or omission by the
Company or the Servicer prior to the related Closing Date, the Company shall
repurchase such Mortgage Loan at the related Repurchase Price within thirty (30)
calendar days of receiving notice of such Mortgagor’s intention to rescind the
Mortgage Loan.

     

    Section
3.05. Premium
Recapture.

     

    If any
Mortgage Loan prepays in full within the first three (3) months following the
related Closing Date, then (i) with respect to any such Mortgage Loan that does
not provide for a Prepayment Premium, the Company will pay to the Purchaser the
premium paid by the Purchaser in excess of par as set forth in the related
Memorandum of Sale and (ii) with respect to any such Mortgage Loan that provides
for a Prepayment Premium, the Company shall pay to the Purchaser such Prepayment
Premium, plus the amount, if any, by which the purchase price premium in excess
of par paid by the Purchaser exceeds the amount of such Prepayment
Premium.  The Company shall remit the amounts payable under clauses
(i) and (ii) above, for the benefit of the Purchaser or any assignee of the
Purchaser, by wire transfer of immediately available funds no later than the
thirtieth (30th)
calendar day following the date the related prepayment is received by the
Company or the Company is notified that the related prepayment has been received
by the Servicer.

     

    Section
3.06. Review of Mortgage
Loans.

     

    Prior to
the related Closing Date or if specified in the related Trade Confirm, during
the period from the Closing Date until the date thirty (30) calendar days after
the related Closing Date, the Purchaser shall have the right to review the
Mortgage Files and obtain BPOs on the Mortgaged Properties relating to the
Mortgage Loans purchased on the related Closing Date with the results of such
BPO reviews to be communicated to the Company for a period up to
thirty

     


    
      
         


      

      
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    (30)
calendar days after the related Closing Date.  In addition, the
Purchaser shall have the right to reject or require repurchase of any Mortgage
Loan which in the Purchaser’s sole determination (i) fails to conform to the
Underwriting Guidelines, (ii) is underwritten without verification of the
Mortgagor’s income and assets and there is no credit report or Credit Score,
(iii) is not an acceptable credit risk, or (iv) the value of the Mortgaged
Property pursuant to any BPO varies by more than plus or minus 15% from the
lesser of (A) the original appraised value of the Mortgaged Property or (B) the
purchase price of the Mortgaged Property as of the date of origination of the
related Mortgage Loan.  At the Purchaser’s option, the Company shall
repurchase any such rejected Mortgage Loan at the Repurchase Price within thirty
(30) calendar days following receipt of notice from the Purchaser of the demand
for repurchase of such Mortgage Loan.  Any rejected Mortgage Loan
shall be removed from the terms of this Agreement.  The Company shall
make available all files required by Purchaser in order to complete its review,
including all CRA/HMDA required data fields.  To the extent that
during the course of the Purchaser’s initial review, the Purchaser discovers
that the Mortgage Loans do not otherwise meet Underwriting Guidelines or the
terms of this Agreement, the Purchaser shall have the right to carry out
additional due diligence reviews, which additional due diligence shall be at the
expense of the Purchaser. Purchaser’s decision to increase its due diligence
review or obtain additional BPO’s or other property evaluations is at its sole
discretion.  The additional review may be for any reason including but
not limited to credit quality, property valuations, and data
integrity.  Any review performed by the Purchaser prior to the related
Closing Date shall not limit the Purchaser’s rights or the Company’s obligations
under this section.

     

    ARTICLE
IV

     

    ADMINISTRATION
AND SERVICING OF MORTGAGE LOANS

     

    Section
4.01. Servicer.

     

    The
Servicer, as an independent contractor, shall service and administer the
Mortgage Loans, all in accordance with the terms of this Agreement, Accepted
Servicing Practices, applicable law and the terms of the Mortgage Notes and
Mortgages.  In connection with such servicing and administration, the
Servicer shall have full power and authority, acting alone or through
Subservicers, to do any and all things in connection with such servicing and
administration which the Servicer may deem necessary or desirable, including,
without limitation, the power and authority (1) to execute and deliver, on
behalf of the Purchaser, customary consents or waivers and other instruments and
documents, (2) to consent, with respect to the Mortgage Loans it services, to
transfers of any Mortgaged Property and assumptions of the Mortgage Notes and
related Mortgages (but only in the manner provided in this Agreement), (3) to
collect any Insurance Proceeds and other Liquidation Proceeds relating to the
Mortgage Loans it services, and (4) to effectuate foreclosure or other
conversion of the ownership of the Mortgaged Property securing any Mortgage Loan
it services.  The Servicer shall represent and protect the interests
of the Purchaser in the same manner as it protects its own interests in mortgage
loans in its own portfolio in any claim, proceeding or litigation regarding a
Mortgage Loan and shall not make or permit any modification, waiver or amendment
of any term of any Mortgage Loan, except as provided pursuant to Section
4.22.  Without limiting the generality of the foregoing, the Servicer
shall continue, and is hereby authorized and empowered, to execute and deliver
on behalf of itself and the Purchaser, all instruments of satisfaction or
cancellation, or

     


    
      
         


      

      
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    of
partial or full release, discharge and all other comparable instruments, with
respect to the Mortgage Loans and with respect to the Mortgaged
Properties.  If reasonably required by the Servicer, the Purchaser
shall furnish the Servicer with any powers of attorney and other documents
necessary or appropriate to enable the Servicer to carry out its servicing and
administrative duties under this Agreement.

     

    Section
4.02. Liquidation of Mortgage
Loans.

     

    In the
event that any payment due under any Mortgage Loan and not postponed pursuant to
Section 4.01 is not paid when the same becomes due and payable, or in the event
the Mortgagor fails to perform any other covenant or obligation under the
Mortgage Loan and such failure continues beyond any applicable grace period, the
Servicer shall take such action as (1) the Servicer would take under similar
circumstances with respect to a similar mortgage loan held for its own account
for investment, (2) shall be consistent with Accepted Servicing Practices, (3)
the Servicer shall determine prudently to be in the best interest of the
Purchaser, and (4) is consistent with any related PMI
Policy.  Foreclosure or comparable proceedings shall be initiated
within one hundred twenty (120) days of default for Mortgaged Properties for
which no satisfactory arrangements can be made for collection of delinquent
payments unless prevented by statutory limitations or states whose bankruptcy
laws prohibit such actions within such timeframe.  The Servicer shall
use its best efforts to realize upon defaulted Mortgage Loans in such manner as
will maximize the receipt of principal and interest by the Purchaser, taking
into account, among other things, the timing of foreclosure
proceedings.  In such connection, the Servicer shall from its own
funds make all necessary and proper Servicing Advances, provided, however, that
the Servicer shall not be required to expend its own funds in connection with
any foreclosure or towards the restoration or preservation of any Mortgaged
Property, unless it shall determine (a) that such preservation, restoration
and/or foreclosure will increase the proceeds of liquidation of the Mortgage
Loan to Purchaser after reimbursement to itself for such expenses and (b) that
such expenses will be recoverable by it either through Liquidation Proceeds
(respecting which it shall have priority for purposes of withdrawals from the
Custodial Account pursuant to Section 4.05) or through Insurance Proceeds
(respecting which it shall have similar priority).

     

    Notwithstanding
anything to the contrary contained herein, in connection with a foreclosure or
acceptance of a deed in lieu of foreclosure, in the event the Servicer has
reasonable cause to believe that a Mortgaged Property is contaminated by
hazardous or toxic substances or wastes, or if the Purchaser otherwise requests
an environmental inspection or review of such Mortgaged Property, such an
inspection or review is to be conducted by a qualified inspector.  The
cost for such inspection or review shall be borne by the
Purchaser.  Upon completion of the inspection or review, the Servicer
shall promptly provide the Purchaser with a written report of the environmental
inspection.

     

    After
reviewing the environmental inspection report, the Purchaser shall determine how
the Servicer shall proceed with respect to the Mortgaged Property.  In
the event (a) the environmental inspection report indicates that the Mortgaged
Property is contaminated by hazardous or toxic substances or wastes and (b) the
Purchaser directs the Servicer to proceed with foreclosure or acceptance of a
deed in lieu of foreclosure, the Servicer shall be reimbursed for all reasonable
costs associated with such foreclosure or acceptance of a deed in lieu
of

     


    
      
         


      

      
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    foreclosure
and any related environmental clean up costs, as applicable, from the related
Liquidation Proceeds, and/or Insurance Proceeds, or if the Liquidation Proceeds
and/or Insurance Proceeds are insufficient to fully reimburse the Servicer, the
Servicer shall be entitled to be reimbursed from amounts in the Custodial
Account pursuant to Section 4.05 hereof.  In the event the Purchaser
directs the Servicer not to proceed with foreclosure or acceptance of a deed in
lieu of foreclosure, the Servicer shall be reimbursed for all Servicing Advances
made with respect to the related Mortgaged Property from the Custodial Account
pursuant to Section 4.05 hereof.

     

    Section
4.03. Collection of Mortgage Loan
Payments.

     

    Continuously
from the date hereof until the principal and interest on all Mortgage Loans are
paid in full, in accordance with this Agreement and Accepted Servicing
Practices, the Servicer shall proceed diligently to collect all payments due
under each of the Mortgage Loans when the same shall become due and payable and
shall ascertain and estimate Escrow Payments (if applicable) and all other
charges that will become due and payable with respect to the Mortgage Loan and
the Mortgaged Property, to the end that the installments payable by the
Mortgagors will be sufficient to pay such charges as and when they become due
and payable.

     

    Consistent
with the foregoing, the Servicer may in its discretion (i) waive any late
payment charge with respect to a Mortgage Loan it services and (ii) extend the
due dates for payments due on a Mortgage Note for a period not greater than 120
days; provided, however, that the Servicer cannot extend the maturity of any
such Mortgage Loan past the date on which the final payment is due on the latest
maturing Mortgage Loan as of the related Cut-off Date.  In the event
of any such arrangement, the Servicer shall make Monthly Advances on the related
Mortgage Loan in accordance with the provisions of Section 5.03 during the
scheduled period in accordance with the amortization schedule of such Mortgage
Loan without modification thereof by reason of such arrangements.  The
Servicer shall not be required to institute or join in litigation with respect
to collection of any payment (whether under a Mortgage, Mortgage Note or
otherwise or against any public or governmental authority with respect to a
taking or condemnation) if it reasonably believes that enforcing the provision
of the Mortgage or other instrument pursuant to which such payment is required
is prohibited by applicable law.

     

    Section
4.04. Establishment of and
Deposits to Custodial Account.

     

    The
Servicer shall segregate and hold all funds collected and received pursuant to a
Mortgage Loan separate and apart from any of its own funds and general assets
and shall establish and maintain one or more Custodial Accounts, in the form of
time deposit or demand accounts, titled “American Home Mortgage Servicing, Inc.,
in trust for Bank of America, National Association and/or subsequent purchasers
of Mortgage Loans, and various Mortgagors - P & I.”  The Custodial
Account shall be established with a Qualified Depository. Upon request of the
Purchaser and within ten (10) days thereof, the Servicer shall provide the
Purchaser with written confirmation of the existence of such Custodial
Account.  Any funds deposited in the Custodial Account shall at all
times be insured to the fullest extent allowed by applicable
law.  Funds deposited in the Custodial Account may be drawn on by the
Servicer in accordance with Section 4.05.

     


    
      
         


      

      
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    The
Servicer shall deposit in the Custodial Account within two (2) Business Days of
Servicer’s receipt, and retain therein, the following collections received by
the Servicer and payments made by the Servicer after the related Cut-off Date,
other than payments of principal and interest due on or before the related
Cut-off Date, or received by the Servicer prior to the related Cut-off Date but
allocable to a period subsequent thereto:

     

    (1) all
payments on account of principal on the Mortgage Loans, including all Principal
Prepayments (including Prepayment Premiums paid by the Mortgagor or the Servicer
pursuant to Section 4.22 of this Agreement);

     

    (2) all
payments on account of interest on the Mortgage Loans adjusted to the Mortgage
Loan Remittance Rate;

     

    (3) all
Liquidation Proceeds;

     

    (4) all
Insurance Proceeds, including amounts required to be deposited pursuant to
Section 4.10 (other than proceeds to be held in the Escrow Account and applied
to the restoration or repair of the Mortgaged Property or released to the
Mortgagor in accordance with Section 4.14), Section 4.11 and Section
4.15;

     

    (5) all
Condemnation Proceeds which are not applied to the restoration or repair of the
Mortgaged Property or released to the Mortgagor in accordance with Section
4.14;

     

    (6) any
amounts required to be deposited in the Custodial Account pursuant to Section
4.01, 5.01, 5.03, 6.01 or 6.02;

     

    (7) any
amounts payable in connection with the repurchase of or substitution for any
Mortgage Loan pursuant to Section 3.03;

     

    (8) with
respect to each Principal Prepayment an amount (to be paid by the Servicer out
of its funds) which, when added to all amounts allocable to interest received in
connection with the Principal Prepayment, equals one month’s interest on the
amount of principal so prepaid at the Mortgage Loan Remittance
Rate;

     

    (9) any
amounts required to be deposited by the Servicer pursuant to Section 4.10 in
connection with the deductible clause in any blanket hazard insurance policy;
and

     

    (10) any
amounts received with respect to or related to any REO Property and all REO
Disposition Proceeds pursuant to Section 4.16.

     

    The
foregoing requirements for deposit into the Custodial Account shall be
exclusive, it being understood and agreed that, without limiting the generality
of the foregoing, payments in the nature of late payment charges, assumption
fees and other ancillary income (other than Prepayment Premiums), to the extent
permitted by Section 6.01, need not be deposited by the Servicer into the
Custodial Account.  Any interest paid on funds deposited in the
Custodial 

    
      
        
        

      

      
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    Account by the depository institution shall accrue to the benefit
of the Servicer and the Servicer shall be entitled to retain and withdraw such
interest from the Custodial Account pursuant to Section 4.05. The Servicer shall
maintain adequate records with respect to all deposits and withdrawals made
pursuant to this Section 4.04 and Section 4.05.  All funds required to
be deposited in the Custodial Account shall be held in trust for the Purchaser
until withdrawn in accordance with Section 4.05.

     

    Section
4.05. Permitted Withdrawals From
Custodial Account.

     

    The
Servicer shall, from time to time, withdraw funds from the Custodial Account for
the following purposes:

     

    (1) to make
payments to the Purchaser in the amounts and in the manner provided for in
Section 5.01;

     

    (2) to
reimburse itself for Monthly Advances of the Servicer’s funds made pursuant to
Section 5.03, the Servicer’s right to reimburse itself pursuant to this
subclause (ii) being limited to amounts received on the related Mortgage Loan
which represent late payments of principal and/or interest respecting which any
such advance was made, it being understood that, in the case of any such
reimbursement, the Servicer’s right thereto shall be prior to the rights of
Purchaser, except that, where the Servicer is required to repurchase a Mortgage
Loan pursuant to Section 3.03 or 6.02, the Servicer’s right to such
reimbursement shall be subsequent to the payment to the Purchaser of the
Repurchase Price pursuant to such sections and all other amounts required to be
paid to the Purchaser with respect to such Mortgage Loan;

     

    (3) to
reimburse itself for unreimbursed Servicing Advances, and for any unpaid
Servicing Fees, the Servicer’s right to reimburse itself pursuant to this
subclause (iii) with respect to any Mortgage Loan being limited to related
Liquidation Proceeds, Condemnation Proceeds, Insurance Proceeds and such other
amounts as may be collected by the Servicer from the Mortgagor or otherwise
relating to the Mortgage Loan, it being understood that, in the case of any such
reimbursement, the Servicer’s right thereto shall be prior to the rights of
Purchaser, except that where the Servicer is required to repurchase a Mortgage
Loan pursuant to Section 3.03, 3.04 or 6.02, in which case the Servicer’s right
to such reimbursement shall be subsequent to the payment to the Purchaser of the
Repurchase Price pursuant to such sections and all other amounts required to be
paid to the Purchaser with respect to such Mortgage Loan;

     

    (4) to pay
itself as part of its servicing compensation interest on funds deposited in the
Custodial Account;

     

    (5) to
reimburse itself for expenses incurred and reimbursable to it pursuant to
Section 8.01;

     

    (6) to pay
any amount required to be paid pursuant to  Section 4.16 related to
any REO Property, it being understood that, in the case of any such

     


    
      
         


      

      
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    expenditure
or withdrawal related to a particular REO Property, the amount of such
expenditure or withdrawal from the Custodial Account shall be limited to amounts
on deposit in the Custodial Account with respect to the related REO
Property;

     

    (7) to remove
funds inadvertently placed in the Custodial Account by the
Servicer;

     

    (8) to
transfer funds to another Qualified Depository; and

     

    (9) to clear
and terminate the Custodial Account upon the termination of this
Agreement.

     

    On each
Remittance Date, the Servicer shall withdraw all funds from the Custodial
Account except for those amounts which, pursuant to Section 5.01, the Servicer
is not obligated to remit on such Remittance Date.  The Servicer may
use such withdrawn funds only for the purposes described in this Section
4.05.

     

    The
Servicer shall keep and maintain separate accounting, on a Mortgage Loan by
Mortgage Loan basis, for the purpose of justifying any withdrawal from the
Custodial Account.

     

    Section
4.06. Establishment of and
Deposits to Escrow Account.

     

    The
Servicer shall segregate and hold all funds collected and received pursuant to a
Mortgage Loan constituting Escrow Payments separate and apart from any of its
own funds and general assets and shall establish and maintain one or more Escrow
Accounts, in the form of time deposit or demand accounts, titled, “American Home
Mortgage Servicing, Inc., in trust for Bank of America, National Association
and/or subsequent purchasers of Residential Mortgage Loans, and various
Mortgagors - T & I.”  The Escrow Accounts shall be established
with a Qualified Depository, in a manner which shall provide maximum available
insurance thereunder. Upon request of the Purchaser and within ten (10) days
thereof, the Servicer shall provide the Purchaser with written confirmation of
the existence of such Escrow Account.  Funds deposited in the Escrow
Account may be drawn on by the Servicer in accordance with Section
4.07.

     

    The
Servicer shall deposit in the Escrow Account or Accounts within two (2) Business
Days of Servicer’s receipt, and retain therein:

     

    (1) all
Escrow Payments collected on account of the Mortgage Loans, for the purpose of
effecting timely payment of any such items as required under the terms of this
Agreement; and

     

    (2) all
amounts representing Insurance Proceeds or Condemnation Proceeds which are to be
applied to the restoration or repair of any Mortgaged Property.

     

    The
Servicer shall make withdrawals from the Escrow Account only to effect such
payments as are required under this Agreement, as set forth in Section
4.07.  The Servicer shall be entitled to retain any interest paid on
funds deposited in the Escrow Account by the depository

     


    
      
         


      

      
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    institution,
other than interest on escrowed funds required by law to be paid to the
Mortgagor.  To the extent required by law, the Servicer shall pay
interest on escrowed funds to the Mortgagor notwithstanding that the Escrow
Account may be non-interest bearing or that interest paid thereon is
insufficient for such purposes.

     

    Section
4.07. Permitted Withdrawals From
Escrow Account.

     

    Withdrawals
from the Escrow Account or Accounts may be made by the Servicer
only:

     

    (1) to effect
timely payments of ground rents, taxes, assessments, water rates, mortgage
insurance premiums, condominium charges, fire and hazard insurance premiums or
other items constituting Escrow Payments for the related Mortgage;

     

    (2) to
reimburse the Servicer for any Servicing Advances made by the Servicer pursuant
to Section 4.08 with respect to a related Mortgage Loan, but only from amounts
received on the related Mortgage Loan which represent late collections of Escrow
Payments thereunder;

     

    (3) to refund
to any Mortgagor any funds found to be in excess of the amounts required under
the terms of the related Mortgage Loan;

     

    (4) for
transfer to the Custodial Account for application to reduce the principal
balance of the Mortgage Loan in accordance with the terms of the related
Mortgage and Mortgage Note;

     

    (5) for
application to the restoration or repair of the Mortgaged Property in accordance
with the procedures outlined in Section 4.14;

     

    (6) to pay to
the Servicer, or any Mortgagor to the extent required by law, any interest paid
on the funds deposited in the Escrow Account;

     

    (7) to remove
funds inadvertently placed in the Escrow Account by the Servicer;
and

     

    (8) to clear
and terminate the Escrow Account on the termination of this
Agreement.

     

    Section
4.08. Payment of Taxes, Insurance
and Other Charges.

     

    With
respect to each Mortgage Loan, the Servicer shall maintain accurate records
reflecting the status of ground rents, taxes, assessments, water rates, sewer
rents, and other charges which are or may become a lien upon the Mortgaged
Property and the status of PMI Policy premiums and fire and hazard insurance
coverage and shall obtain, from time to time, all bills for the payment of such
charges (including renewal premiums) and shall effect payment thereof prior to
the applicable penalty or termination date, employing for such purpose deposits
of the Mortgagor in the Escrow Account which shall have been estimated and
accumulated by the Servicer in amounts sufficient for such purposes, as allowed
under the terms of the Mortgage.

     


    
      
         


      

      
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    The
Servicer assumes full responsibility for the timely payment of all such bills
and shall effect timely payment of all such charges irrespective of each
Mortgagor’s faithful performance in the payment of same of the making of the
Escrow Payments, and the Servicer shall make advances from its own funds to
effect such payments, which advances shall constitute Servicing Advances
hereunder; provided that the Servicer shall be required to so advance only to
the extent that the Servicer, in its good faith judgment, believes the Servicing
Advance to be recoverable from Insurance Proceeds or Liquidation Proceeds or
otherwise; provided further, that it is agreed that the Servicer will not be
required to pay any such bills for ground rents, taxes, assessments, water rates
and other charges if the Mortgage does not provide for Escrow Payments until
such time that the Servicer receives notice that such amounts are delinquent or
at which time the Servicer determines that such unpaid amounts could be
considered delinquent, failure to pay any such amount could result in the
imposition of late payment fees or penalties or a superior lien being imposed on
the Mortgaged Property or otherwise impair the Purchaser’s interest in the
Mortgaged Property.  The costs incurred by the Servicer, if any, in
effecting the timely payments of taxes and assessments on the Mortgaged
Properties and related insurance premiums shall not be added to the Stated
Principal Balances of the related Mortgage Loans, notwithstanding that the terms
of such Mortgage Loans so permit.

     

    Section
4.09. Transfer of
Accounts.

     

    The
Servicer may transfer the Custodial Account or the Escrow Account to a different
Qualified Depository from time to time; provided that the Servicer shall give
written notice to the Purchaser of any proposed change of the location of either
Account not later than ten (10) Business Days prior to any change
thereof.

     

    Section
4.10. Maintenance of Hazard
Insurance.

     

    The
Servicer shall cause to be maintained for each Mortgage Loan hazard insurance
such that all buildings upon the Mortgaged Property are insured by an insurer
acceptable to, with respect to Conventional Mortgage Loans, Fannie Mae or
Freddie Mac and to prudent mortgage lending institutions, and with respect to
the Non-Conventional Mortgage Loans, FHA or VA, as applicable, against loss by
fire, hazards of extended coverage and such other hazards as are customary or
required by law in the area where the Mortgaged Property is located, in an
amount which is at least equal to the lesser of (i) the maximum insurable value
of the improvements securing such Mortgage Loan and (ii) the greater of (a) the
outstanding principal balance of the Mortgage Loan and (b) an amount such that
the proceeds thereof shall be sufficient to prevent the Mortgagor or the loss
payee from becoming a co-insurer.  If the Mortgaged Property is a
condominium unit, it may be included under the coverage afforded by a blanket
policy for the project.  In the event a hazard insurance policy shall
be in danger of being terminated, or in the event the insurer shall cease to be
acceptable to Fannie Mae or Freddie Mac, the Servicer shall notify the Purchaser
and the related Mortgagor, and shall use its best efforts, as permitted by
applicable law, to obtain from another qualified insurer a replacement hazard
insurance policy substantially and materially similar in all respects to the
original policy.  In no event, however, shall a Mortgage Loan be
without a hazard insurance policy at any time, subject only to Section 4.11
hereof.

     


    
      
         


      

      
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    If the
related Mortgaged Property is located in an area identified by the Flood
Emergency Management Agency as having special flood hazards (and such flood
insurance has been made available), the Servicer will cause to be maintained a
flood insurance policy meeting the requirements of the current guidelines of the
Federal Insurance Administration is in effect with a generally acceptable
insurance carrier acceptable to Fannie Mae or Freddie Mac in an amount
representing coverage equal to the lesser of (i) the minimum amount required,
under the terms of coverage, to compensate for any damage or loss on a
replacement cost basis (or the unpaid balance of the mortgage if replacement
cost coverage is not available for the type of building insured) and (ii) the
maximum amount of insurance which is available under the Flood Disaster
Protection Act of 1973, as amended.  If at any time during the term of
the Mortgage Loan, the Servicer determines in accordance with applicable law and
pursuant to the FEMA Guides that a Mortgaged Property is located in a special
flood hazard area and is not covered by flood insurance or is covered in an
amount less than the amount required by the Flood Disaster Protection Act of
1973, as amended, the Servicer shall notify the related Mortgagor to obtain such
flood insurance coverage, and if said Mortgagor fails to obtain the required
flood insurance coverage within forty-five (45) days after such notification,
the Servicer shall immediately force place the required flood insurance on the
Mortgagor’s behalf.  Any out-of-pocket expenses or advance made by the
Servicer on such force placed flood insurance coverage shall be deemed a
Servicing Advance.

     

    If a
Mortgage is secured by a unit in a condominium project, the Servicer shall
verify that the coverage required of the owner’s association, including hazard,
flood, liability, and fidelity coverage, is being maintained in accordance with
then current Fannie Mae or Freddie Mac requirements, and shall continue to
monitor the continued maintenance of such coverage.

     

    In the
event that the Purchaser or the Servicer shall determine that the Mortgaged
Property should be insured against loss or damage by hazards and risks not
covered by the insurance required to be maintained by the Mortgagor pursuant to
the terms of the Mortgage, the Servicer shall communicate and consult with the
Mortgagor with respect to the need for such insurance and bring to the
Mortgagor’s attention the desirability of protection of the Mortgaged
Property.

     

    All
policies required hereunder shall name the Servicer as loss payee and shall be
endorsed with standard mortgagee clauses, without contribution, which shall
provide for at least thirty (30) days prior written notice of any cancellation,
reduction in amount or material change in coverage.

     

    The
Servicer shall not interfere with the Mortgagor’s freedom of choice in selecting
either an insurance carrier or agent, provided, however, that the Servicer shall
not accept any such insurance policies from insurance companies unless such
companies are acceptable to Fannie Mae or Freddie Mac and are licensed to do
business in the jurisdiction in which the Mortgaged Property is
located.  The Servicer shall determine that such policies provide
sufficient risk coverage and amounts, that they insure the property owner, and
that they properly describe the property address.  The Servicer shall
furnish to the Mortgagor a formal notice of expiration of any such insurance in
sufficient time for the Mortgagor to arrange for renewal coverage by the
expiration date.

     


    
      
         


      

      
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    Pursuant
to Section 4.04, any amounts collected by the Servicer under any such policies
(other than amounts to be deposited in the Escrow Account and applied to the
restoration or repair of the related Mortgaged Property, or property acquired in
liquidation of the Mortgage Loan, or to be released to the Mortgagor, in
accordance with the Servicer’s normal servicing procedures as specified in
Section 4.14) shall be deposited in the Custodial Account subject to withdrawal
pursuant to Section 4.05.

     

    Section
4.11. Maintenance of Mortgage
Impairment Insurance.

     

    In the
event that the Servicer shall obtain and maintain a blanket policy insuring
against losses arising from fire and hazards covered under extended coverage on
all of the Mortgage Loans, then, to the extent such policy (1) names the
Servicer as loss payee, (2) provides coverage in an amount equal to the amount
required pursuant to Section 4.10 without coinsurance, and (3) otherwise
complies with Accepted Servicing Practices and all other requirements of Section
4.10, it shall conclusively be deemed to have satisfied its obligations as set
forth in Section 4.10.  The Servicer shall prepare and make any claims
on the blanket policy as deemed necessary by the Servicer in accordance with
prudent servicing practices.  Any amounts collected by the Servicer
under any such policy relating to a Mortgage Loan shall be deposited in the
Custodial Account subject to withdrawal pursuant to Section
4.05.  Such policy may contain a deductible clause, in which case, in
the event that there shall not have been maintained on the related Mortgaged
Property a policy complying with Section 4.10, and there shall have been a loss
which would have been covered by such policy, the Servicer shall deposit in the
Custodial Account at the time of such loss the amount not otherwise payable
under the blanket policy because of such deductible clause, such amount to be
deposited from the Servicer’s funds, without reimbursement
therefor.  Upon request of the Purchaser, the Servicer shall cause to
be delivered to the Purchaser a certified true copy of such policy and a
statement from the insurer thereunder that such policy shall in no event be
terminated or materially modified without thirty (30) days’ prior written notice
to the Purchaser.

     

    Section
4.12. Maintenance of Fidelity Bond
and Errors and Omissions Insurance.

     

    The
Servicer shall maintain, directly or indirectly through an Affiliate, with
responsible companies, at its own expense, a blanket Fidelity Bond and an Errors
and Omissions Insurance Policy, with broad coverage on all officers, employees
or other persons acting in any capacity requiring such persons to handle funds,
money, documents or papers relating to the Mortgage Loans (“Servicer
Employees”).  Any such Fidelity Bond shall be in the form of the
Mortgage Banker’s Blanket Bond and the Fidelity Bond and Errors and Omissions
Insurance Policy shall protect and insure the Servicer against losses, including
forgery, theft, embezzlement, fraud, errors and omissions and negligent acts of
such Servicer Employees.  Such Fidelity Bond and Errors and Omissions
Insurance Policy also shall protect and insure the Servicer against losses in
connection with the release or satisfaction of a Mortgage Loan without having
obtained payment in full of the indebtedness secured thereby.  No
provision of this Section 4.03 requiring such Fidelity Bond and Errors and
Omissions Insurance Policy shall diminish or relieve the Servicer from its
duties and obligations as set forth in this Agreement.  The minimum
coverage under any such Fidelity Bond and Errors and Omissions Insurance Policy
shall be at least equal to the amounts acceptable to Fannie Mae or Freddie
Mac.  Upon the request of the Purchaser, the

     


    
      
         


      

      
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    Servicer
shall cause to be delivered to the Purchaser a certificate of insurance for such
Fidelity Bond and Errors and Omissions Insurance Policy.

     

    Section
4.13. Inspections.

     

    If any
Mortgage Loan is more than forty-five (45) days delinquent and the Servicer has
had no communication with the related Mortgagor during such period, the Servicer
immediately shall inspect the Mortgaged Property and shall conduct subsequent
inspections in accordance with Accepted Servicing Practices or as may be
required by the primary mortgage guaranty insurer.  The Servicer shall
keep a written report of each such inspection.

     

    Section
4.14. Restoration of Mortgaged
Property.

     

    The
Servicer need not obtain the approval of the Purchaser prior to releasing any
Insurance Proceeds or Condemnation Proceeds to the Mortgagor to be applied to
the restoration or repair of the Mortgaged Property if such release is in
accordance with Accepted Servicing Practices.  For claims greater than
$15,000, at a minimum, the Servicer shall comply with the following conditions
in connection with any such release of Insurance Proceeds or Condemnation
Proceeds:

     

    (1) the
Servicer shall receive satisfactory independent verification of completion of
repairs and issuance of any required approvals with respect
thereto;

     

    (2) the
Servicer shall take all steps necessary to preserve the priority of the lien of
the Mortgage, including, but not limited to requiring waivers with respect to
mechanics’ and materialmen’s liens;

     

    (3) the
Servicer shall verify that the Mortgage Loan is not in default; and

     

    (4) pending
repairs or restoration, the Servicer shall place the Insurance Proceeds or
Condemnation Proceeds in the Escrow Account.

     

    If the
Purchaser is named as an additional loss payee, the Servicer is hereby empowered
to endorse any loss draft issued in respect of such a claim in the name of the
Purchaser.

     

    Section
4.15. Maintenance of PMI Policy;
Claims.

     

    If a
Mortgage Loan has original LTV of 80% or greater, the Servicer shall, without
any cost to the Purchaser maintain or cause the Mortgagor to maintain in full
force and effect a PMI Policy insuring the portion over 78% until terminated
pursuant to the Homeowners Protection Act of 1998, 12 USC §4901, et
seq.  In the event that such PMI Policy shall be terminated other than
as required by law, the Servicer shall obtain from another Qualified Insurer a
comparable replacement policy, with a total coverage equal to the remaining
coverage of such terminated PMI Policy.  If the insurer shall cease to
be a Qualified Insurer, the Servicer shall determine whether recoveries under
the PMI Policy are jeopardized for reasons related to the financial condition of
such insurer, it being understood that the Servicer shall in no event have any
responsibility or liability for any failure to recover under the PMI Policy for
such reason.  If the

     


    
      
         


      

      
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    Servicer
determines that recoveries are so jeopardized, it shall notify the Purchaser and
the related Mortgagor, if required, and obtain from another Qualified Insurer a
replacement insurance policy.  The Servicer shall not take any action
which would result in noncoverage under any applicable PMI Policy of any loss
which, but for the actions of the Servicer would have been covered
thereunder.  In connection with any assumption or substitution
agreement entered into or to be entered into pursuant to Section 6.01, the
Servicer shall promptly notify the insurer under the related PMI Policy, if any,
of such assumption or substitution of liability in accordance with the terms of
such PMI Policy and shall take all actions which may be required by such insurer
as a condition to the continuation of coverage under such PMI
Policy.  If such PMI Policy is terminated as a result of such
assumption or substitution of liability, the Servicer shall obtain a replacement
PMI Policy as provided above.

     

    In
connection with its activities as servicer, the Servicer agrees to prepare and
present, on behalf of itself and the Purchaser, claims to the insurer under any
PMI Policy in a timely fashion in accordance with the terms of such PMI Policy
and, in this regard, to take such action as shall be necessary to permit
recovery under any PMI Policy respecting a defaulted Mortgage
Loan.  Pursuant to Section 4.04, any amounts collected by the Servicer
under any PMI Policy shall be deposited in the Custodial Account, subject to
withdrawal pursuant to Section 4.05.

     

    Section
4.16. Title, Management and
Disposition of REO Property.

     

    In the
event that title to any Mortgaged Property is acquired in foreclosure or by deed
in lieu of foreclosure, the deed or certificate of sale shall be taken in the
name of the Purchaser, or in the event the Purchaser is not authorized or
permitted to hold title to real property in the state where the REO Property is
located, or would be adversely affected under the “doing business” or tax laws
of such state by so holding title, the deed or certificate of sale shall be
taken in the name of such Person or Persons as shall be consistent with an
Opinion of Counsel obtained by the Servicer from any attorney duly licensed to
practice law in the state where the REO Property is located.  The
Person or Persons holding such title other than the Purchaser shall acknowledge
in writing that such title is being held as nominee for the
Purchaser.

     

    The
Servicer shall manage, conserve, protect and operate each REO Property for the
Purchaser solely for the purpose of its prompt disposition and
sale.  However, the Purchaser shall have the option to manage and
operate the REO Property provided the Purchaser gives written notice of its
intention to do so within sixty (60) days after such REO Property is acquired in
foreclosure or by deed in lieu of foreclosure. The election by the Purchaser to
manage the REO Property shall not constitute a termination of any rights of the
Servicer pursuant to Section 11.02.

     

    If the
Purchaser does not elect to manage and operate the REO Property, the Servicer
shall manage, conserve, protect and operate each REO Property for the Purchaser
solely for the purpose of its prompt disposition and sale.  The
Servicer, either itself or through an agent selected by the Servicer, shall
manage, conserve, protect and operate the REO Property in the same manner that
it manages, conserves, protects and operates other foreclosed property for its
own account, and in the same manner that similar property in the same locality
as the REO Property is managed.  The Servicer shall attempt to sell
the same (and may temporarily rent the same for a period not greater than one
year, except as otherwise provided below) on such terms and conditions as the
Servicer deems to be in the best interest of the Purchaser.

     


    
      
         


      

      
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    The
Servicer shall use its best efforts to dispose of the REO Property as soon as
possible and shall sell such REO Property in any event within one year after
title has been taken to such REO Property, unless (i) a REMIC election has not
been made with respect to the arrangement under which the Mortgage Loans and the
REO Property are held, and (ii) the Servicer determines, and gives an
appropriate notice to the Purchaser to such effect, that a longer period is
necessary for the orderly liquidation of such REO Property.  If a
period longer than one year is permitted under the foregoing sentence and is
necessary to sell any REO Property, (i) the Servicer shall report monthly to the
Purchaser as to the progress being made in selling such REO Property and (ii)
if, with the written consent of the Purchaser, a purchase money mortgage is
taken in connection with such sale, such purchase money mortgage shall name the
Servicer as mortgagee, and such purchase money mortgage shall not be held
pursuant to this Agreement, but instead a separate participation agreement among
the Servicer and Purchaser shall be entered into with respect to such purchase
money mortgage.

     

    The
Servicer shall also maintain on each REO Property fire and hazard insurance with
extended coverage in an amount which is at least equal to the maximum insurable
value of the improvements which are a part of such property, liability insurance
and, to the extent required and available under the Flood Disaster Protection
Act of 1973, as amended, flood insurance in the amount required
above.

     

    The
disposition of REO Property shall be carried out by the Servicer at such price,
and upon such terms and conditions, as the Servicer deems to be in the best
interests of the Purchaser.  Notwithstanding any other provision in
this Section, prior to the inclusion of the Mortgage Loan in a Securitization
Transaction, no REO Property shall be sold for less than ninety percent (90%) of
its Appraised Value without the prior consent of the Purchaser which consent
shall be deemed to have been given if the Purchaser has not responded to a
written request for consent delivered to the Purchaser pursuant to the
provisions of Section 12.03 within ten (10) days of receipt by the Purchaser of
request for consent.  The proceeds of sale of the REO Property shall
be promptly deposited in the Custodial Account.  As soon as practical
thereafter the expenses of such sale shall be paid and the Servicer shall
reimburse itself for any related unreimbursed Servicing Advances, unpaid
Servicing Fees and unreimbursed advances made pursuant to Section
5.03.  On the Remittance Date immediately following the Principal
Prepayment Period in which such sale proceeds are received the net cash proceeds
of such sale remaining in the Custodial Account shall be distributed to the
Purchaser.

     

    The
Servicer shall withdraw from the Custodial Account funds necessary for the
proper operation management and maintenance of the REO Property, including the
cost of maintaining any hazard insurance pursuant to Section
4.10.  The Servicer shall make monthly distributions on each
Remittance Date to the Purchaser of the net cash flow from the REO Property
(which shall equal the revenues from such REO Property net of the expenses
described in this Section 4.16 and of any reserves reasonably required from time
to time to be maintained to satisfy anticipated liabilities for such
expenses).

     

    Section
4.17. Real Estate Owned
Reports.

     

    Together
with the statement furnished pursuant to Section 5.02, the Servicer shall
furnish to the Purchaser on or before the Remittance Date each month a statement
with respect to any

     


    
      
         


      

      
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    REO
Property covering the operation of such REO Property for the previous month and
the Servicer’s efforts in connection with the sale of such REO Property and any
rental of such REO Property incidental to the sale thereof for the previous
month.  That statement shall be accompanied by such other information
as the Purchaser shall reasonably request.  The Servicer’s obligation
to furnish such report may be satisfied by delivery of the monthly remittance
report pursuant to Section 5.02 hereof.

     

    Section
4.18. Liquidation
Reports.

     

    Upon the
foreclosure sale of any Mortgaged Property or the acquisition thereof by the
Servicer pursuant to a deed in lieu of foreclosure, the Servicer shall submit to
the Purchaser a liquidation report with respect to such Mortgaged
Property.  The Servicer’s obligation to furnish such report may be
satisfied by delivery of the monthly remittance report pursuant to Section 5.02
hereof.

     

    Section
4.19. Reports of Foreclosures and
Abandonments of Mortgaged Property.

     

    Following
the foreclosure sale or abandonment of any Mortgaged Property, the Servicer
shall report such foreclosure or abandonment as required pursuant to Section
6050J of the Code.  The Servicer shall file information reports with
respect to the receipt of mortgage interest received in a trade or business,
reports of foreclosures and abandonments of any Mortgaged Property and
information returns relating to cancellation of indebtedness income with respect
to any Mortgaged Property as required by the Code.  Such reports shall
be in form and substance sufficient to meet the reporting requirements imposed
by the Code.  The Servicer’s obligation to furnish such report may be
satisfied by delivery of the monthly remittance report pursuant to Section 5.02
hereof.

     

    Section
4.20. Notification of
Adjustments.

     

    With
respect to each Adjustable Rate Mortgage Loan, the Servicer shall adjust the
Mortgage Interest Rate on the related Adjustment Date in compliance with the
requirements of applicable law and the related Mortgage and Mortgage
Note.  The Servicer shall execute and deliver any and all necessary
notices required under applicable law and the terms of the related Mortgage Note
and Mortgage regarding the Mortgage Interest Rate adjustments.  The
Servicer shall promptly, upon written request, deliver to the Purchaser such
notifications along with information regarding the applicable date of such
adjustments and the methods used to calculate and implement such adjustments.
Upon the discovery by the Servicer or the receipt of notice from the Purchaser
that the Servicer has failed to adjust a Mortgage Interest Rate in accordance
with the terms of the related Mortgage Note, the Servicer shall immediately
deposit in the Custodial Account from its own funds the amount of any interest
loss or deferral caused the Purchaser thereby.

     

    Section
4.21. Modifications, Waivers,
Amendments and Consents.

     

    (a) Subject
to this Section 4.21, the Servicer may agree to any modification, waiver,
forbearance, or amendment of any term of any Mortgage Loan without the consent
of the Purchaser.  All modifications, waivers, forbearances or
amendments of any Mortgage Loan shall be in writing and shall be consistent with
Accepted Servicing Practices.

     


    
      
         


      

      
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    (b) The
Servicer shall not agree to enter into, and shall not enter into, any
modification, waiver, forbearance or amendment of any term of any Mortgage Loan
if such modification, waiver, forbearance, or amendment would:

     

    (i) affect
the amount or timing of any related payment of principal, interest or other
amount payable thereunder;

     

    (ii) in the
Servicer’s judgment, materially impair the security for such Mortgage Loan or
reduce the likelihood of timely payment of amounts due thereon; or

     

    (iii) otherwise
constitutes a “significant modification” within the meaning of Treasury
Regulations Section 1.860G-2(b);

     

    unless,
in each case, (A) such Mortgage Loan is ninety (90) days or more past due or (B)
the Servicer delivers to the Purchaser an Opinion of Counsel to the effect that
such modification, waiver, forbearance or amendment would not affect the REMIC
status of the Trust Estate and, in either case, such modification, waiver,
forbearance or amendment is reasonably likely to produce a greater recovery with
respect to such Mortgage Loan than would liquidation.  Subject to
Accepted Servicing Practices, the Servicer may permit a forbearance for a
Mortgage Loan which, in the Servicer’s judgment, is subject to imminent
default.

     

    (c) Any
payment of interest, which is deferred pursuant to any modification, waiver,
forbearance or amendment permitted hereunder, shall not, for purposes hereof, be
added to the unpaid principal balance of the related Mortgage Loan,
notwithstanding that the terms of such Mortgage Loan or such modification,
waiver or amendment so permit.

     

    (d) The
Servicer may, as a condition to granting any request by a Mortgagor for consent,
modification, waiver, forbearance or amendment, the granting of which is within
the Servicer’s discretion pursuant to the Mortgage Loan and is permitted by the
terms of this Agreement, require that such Mortgagor pay to the Servicer, as
additional servicing compensation, a reasonable or customary fee for the
additional services performed in connection with such request, together with any
related costs and expenses incurred by the Servicer, which amount shall be
retained by the Servicer as additional servicing compensation.

     

    (e) The
Servicer shall notify the Purchaser, in writing, of any modification, waiver,
forbearance or amendment of any term of any Mortgage Loan and the date thereof,
and shall deliver to the Purchaser (or, at the direction of the Purchaser, the
Custodian) for deposit in the related Mortgage File, an original counterpart of
the agreement relating to such modification, waiver, forbearance or amendment,
promptly (and in any event within ten Business Days) following the execution
thereof; provided,
however, that if any
such modification, waiver, forbearance or amendment is required by applicable
law to be recorded, the Servicer (i) shall deliver to the Purchaser a copy
thereof and (ii) shall deliver to the Purchaser such document, with evidence of
notification upon receipt thereof from the public recording office.

     

    (f) To the
extent consistent with the terms of this Agreement, the Servicer may waive (or
permit a Subservicer to waive) a Prepayment Premium only under the following
circumstances:  (i) such waiver relates to a default or a reasonably
foreseeable default and would, in the reasonable judgment of the Servicer,
maximize recovery of total proceeds taking into

     


    
      
         


      

      
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    account
the value of such Prepayment Premium and the related Mortgage Loan, (ii) such
waiver is required under state or federal law or (iii) the mortgage debt has
been accelerated as a result of the Mortgagor’s default in making its Monthly
Payments.  The Servicer shall not waive any Prepayment Premium unless
it is waived in accordance with this Section 4.21(f).

     

    The
Servicer shall pay the amount of any Prepayment Premium (to the extent not
collected and remitted to the Purchaser) to the Purchaser or its assignees if
(1) the representation in Section 3.02(ggg) is breached and such breach
materially and adversely affects the interests of the Purchaser or its assigns
or (2) the Servicer waives any Prepayment Premium other than as permitted under
this Section 4.21(f).  The Servicer shall pay the amount of such
Prepayment Premium, for the benefit of the Purchaser or any assignee of the
Purchaser, by depositing such amount into the Custodial Account at the time that
the amount prepaid on the related Mortgage Loan is required to be deposited into
the Custodial Account.

     

    Section
4.22. Disaster Recovery/Business
Continuity Plan.

     

    The
Servicer shall establish and maintain contingency plans, recovery plans and
proper risk controls to ensure Servicer’s continued performance under this
Agreement.  The plans must be in place within thirty (30) calendar
days after the Closing Date of this Agreement and shall include, but not be
limited to, testing, control functions, accountability and corrective actions to
be immediately implemented, if necessary.  The Servicer agrees to make
copies or summaries of the plans available to the Purchaser or appropriate
regulator upon request.

     

    Section
4.23. Fair Credit Reporting
Act.

     

    (a) The
Servicer shall furnish, in accordance with the Fair Credit Reporting Act and its
implementing regulations, accurate and complete information (i.e., favorable and
unfavorable) on each Mortgagor’s credit files to Equifax, Experian, and Trans
Union Credit Information Servicer (three of the credit repositories), on a
monthly basis.

     

    (b) The
Servicer agrees to transmit full-file credit reporting data for each Mortgage
Loan pursuant to Fannie Mae Guide Announcement 95-19 and for each Mortgage Loan,
the Servicer shall report one of the following statuses each
month:  new origination, current, delinquent (30-, 60-, 90-days,
etc.), foreclosed or charged-off.

     

    (c) If
applicable, the Servicer shall comply with Title V of the Gramm-Leach-Bliley Act
of 1999 and all applicable regulations promulgated thereunder, relating to the
Mortgage Loans and the related Mortgagors and shall provide all required notices
thereunder.

     

    ARTICLE
V

     

    PAYMENTS
TO PURCHASER

     

    Section
5.01. Remittances.

     

    On each
Remittance Date the Servicer shall remit by wire transfer of immediately
available funds to the Purchaser (a) all amounts deposited in the Custodial
Account as of the close of business on the Determination Date (net of charges
against or withdrawals from the

     


    
      
         


      

      
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    Custodial
Account pursuant to Section 4.05), plus (b) all amounts, if any, which the
Servicer is obligated to distribute pursuant to Section 5.03, minus (c) any
amounts attributable to Principal Prepayments received after the applicable
Principal Prepayment Period which amounts shall be remitted on the following
Remittance Date, together with any additional interest required to be deposited
in the Custodial Account in connection with such Principal Prepayment in
accordance with Section 4.04(viii); and minus (d) any amounts attributable to
Monthly Payments collected but due on a Due Date or Dates subsequent to the
first day of the month of the Remittance Date,  which amounts shall be
remitted on the Remittance Date next succeeding the Due Period for such
amounts.

     

    With
respect to any remittance received by the Purchaser after the Remittance
Date  on which such payment was due, the Servicer shall pay to the
Purchaser interest on any such late payment at an annual rate equal to the Prime
Rate, adjusted as of the date of each change, plus three percentage points, but
in no event greater than the maximum amount permitted by applicable
law.  Such interest shall be deposited in the Custodial Account by the
Servicer on the date such late payment is made and shall cover the period
commencing with the day following the Business Day on which such payment was due
and ending with the Business Day on which such payment is made, both
inclusive.  Such interest shall be remitted along with the
distribution payable on the next succeeding Remittance Date.  The
payment by the Servicer of any such interest shall not be deemed an extension of
time for payment or a waiver of any Event of Default by the
Servicer.

     

    Section
5.02. Statements to
Purchaser.

     

    No later
than the tenth (10th)
calendar day, or if such tenth (10th)
calendar day is not a Business Day, the first Business Day following such tenth
(10th)
calendar day of each month, the Servicer shall furnish to the Purchaser or its
designee an electronic file containing the information specified in, and in
substantially the forms of, Exhibits K, L and M attached hereto.

     

    Section
5.03. Monthly Advances by
Servicer.

     

    No later
than the close of business on the Business Day preceding each Remittance Date,
the Servicer shall deposit in the Custodial Account from its own funds or from
amounts held for future distribution an amount equal to all Monthly Payments
(with interest adjusted to the Mortgage Loan Remittance Rate) which were due on
the Mortgage Loans during the applicable Due Period and which were delinquent at
the close of business on the related Determination Date or which were deferred
pursuant to Section 4.01.  Any amounts held for future distribution
and so used shall be replaced by the Servicer by deposit in the Custodial
Account on or before any future Remittance Date if funds in the Custodial
Account on such Remittance Date shall be less than payments to the Purchaser
required to be made on such Remittance Date.  The Servicer’s
obligation to make such Monthly Advances as to any Mortgage Loan will continue
through the last Monthly Payment due prior to the payment in full of the
Mortgage Loan, or through the earlier of:  (i) the last Remittance
Date prior to the Remittance Date for the distribution of all Liquidation
Proceeds and other payments or recoveries (including Insurance Proceeds and
Condemnation Proceeds) with respect to the Mortgage Loan; and (ii) the
Remittance Date prior to the date the Mortgage Loan is converted to REO
Property, provided however, that if requested by a Rating Agency in connection
with a securitization, the Servicer shall be obligated to make

     


    
      
         


      

      
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    such
advances through the Remittance Date prior to the date on which cash is received
in connection with the liquidation of REO Property; provided, however, that any
such obligation under this Section 5.03 shall cease if the Servicer determines,
in its sole reasonable opinion, that advances with respect to such Mortgage Loan
are non-recoverable by the Servicer from Liquidation Proceeds, Insurance
Proceeds, Condemnation Proceeds, or otherwise with respect to a particular
Mortgage Loan.  In the event that the Servicer determines that any
such advances are non-recoverable, the Servicer shall provide the Purchaser with
a certificate signed by one officer of the Servicer evidencing such
determination.

     

    ARTICLE
VI

     

    GENERAL
SERVICING PROCEDURES

     

    Section
6.01. Due-on-Sale Provision and
Assumptions.

     

    The
Servicer shall use its best efforts to enforce any “due-on-sale” provision
contained in any Mortgage or Mortgage Note and to deny assumption by the person
to whom the Mortgaged Property has been or is about to be sold whether by
absolute conveyance or by contract of sale, and whether or not the Mortgagor
remains liable on the Mortgage and the Mortgage Note.  When the
Mortgaged Property has been conveyed by the Mortgagor, the Servicer shall, to
the extent it has knowledge of such conveyance, exercise its rights to
accelerate the maturity of such Mortgage Loan under the “due-on-sale” clause
applicable thereto, provided, however, that the Servicer shall not exercise such
rights if prohibited by law from doing so or if the exercise of such rights
would impair or threaten to impair any recovery under the related PMI Policy, if
any.

     

    If the
Servicer reasonably believes it is unable under applicable law to enforce such
“due-on-sale” clause or that either a decision not to exercise the “due-on-sale”
provision or a decision to permit an assumption of the Mortgage Loan is in the
best interest of the Purchaser, the Servicer shall enter into (i) an assumption
and modification agreement with the person to whom such property has been
conveyed, pursuant to which such person becomes liable under the Mortgage Note
and the original Mortgagor remains liable thereon or (ii) in the event the
Servicer is unable under applicable law to require that the original Mortgagor
remain liable under the Mortgage Note and the Servicer has the prior consent of
the primary mortgage guaranty insurer, a substitution of liability agreement
with the purchaser of the Mortgaged Property pursuant to which the original
Mortgagor is released from liability and the purchaser of the Mortgaged Property
is substituted as Mortgagor and becomes liable under the Mortgage
Note.  The Servicer shall notify the Purchaser that any such
substitution of liability or assumption agreement has been completed by
forwarding to the Purchaser the original of any such substitution of liability
or assumption agreement, which document shall be added to the related Mortgage
File and shall, for all purposes, be considered a part of such Mortgage File to
the same extent as all other documents and instruments constituting a part
thereof.  If an assumption fee is collected by the Servicer for
entering into an assumption agreement such fee will be retained by the Servicer
as additional servicing compensation.  In connection with any such
assumption, neither the Mortgage Interest Rate borne by the related Mortgage
Note, the term of the Mortgage Loan, the outstanding principal amount of the
Mortgage Loan nor any other material terms shall be changed without Purchaser’s
consent.

     


    
      
         


      

      
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    To the
extent that any Mortgage Loan is assumable, the Servicer shall inquire
diligently into the credit-worthiness of the proposed transferee, and shall use
the underwriting criteria for approving the credit of the proposed transferee
which are used by Fannie Mae with respect to underwriting mortgage loans of the
same type as the Mortgage Loans.  If the credit-worthiness of the
proposed transferee does not meet such underwriting criteria, the Servicer
diligently shall, to the extent permitted by the Mortgage or the Mortgage Note
and by applicable law, accelerate the maturity of the Mortgage
Loan.

     

    Section
6.02. Satisfaction of Mortgages
and Release of Mortgage Files.

     

    Upon the
payment in full of any Mortgage Loan, or the receipt by the Servicer of a
notification that payment in full will be escrowed in a manner customary for
such purposes, the Servicer shall notify the Purchaser on the next monthly
remittance report delivered pursuant to Section 5.02 hereof, and shall request
the release of any Mortgage Loan Documents.

     

    If the
Servicer satisfies or releases a Mortgage without first having obtained payment
in full of the indebtedness secured by the Mortgage or should the Servicer
otherwise prejudice any rights the Purchaser may have under the mortgage
instruments, upon written demand of the Purchaser, the Servicer shall repurchase
the related Mortgage Loan at the Repurchase Price, plus any prepayment penalty
or premium provided for in the terms of the Mortgage Note, if applicable, by
deposit thereof in the Custodial Account within one Business Day of receipt of
such demand by the Purchaser.  The Servicer shall maintain the
Fidelity Bond and Errors and Omissions Insurance Policy as provided for in
Section 4.12 insuring the Servicer against any loss it may sustain with respect
to any Mortgage Loan not satisfied in accordance with the procedures set forth
herein.

     

    Section
6.03. Servicing
Compensation.

     

    As
compensation for its services hereunder, the Servicer shall be entitled to
withdraw from the Custodial Account the amount of its Servicing
Fee.  The Servicing Fee shall be payable monthly and shall be computed
on the basis of the same unpaid scheduled principal balance and for the period
respecting which any related interest payment on a Mortgage Loan is
computed.  The obligation of the Purchaser to pay the Servicing Fee is
limited to, and payable solely from, the interest portion of such Monthly
Payments. Notwithstanding the foregoing, with respect to the payment of the
Servicing Fee for any month, the aggregate Servicing Fee shall be reduced (but
not below zero) by an amount equal to the Prepayment Interest Shortfall for the
related Principal Prepayment Period.

     

    Additional
servicing compensation in the form of assumption fees, to the extent provided in
Section 6.01, late payment charges and other ancillary income (other than
Prepayment Premiums) shall be retained by the Servicer to the extent not
required to be deposited in the Custodial Account.  The Servicer shall
be required to pay all expenses incurred by it in connection with its servicing
activities hereunder and shall not be entitled to reimbursement thereof except
as specifically provided for herein.

     


    
      
         


      

      
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    Section
6.04. Annual Statement as to
Compliance.

     

    The
Servicer shall deliver to the Purchaser, any Depositor and any Master Servicer,
not later than the earlier of March 15 of each year (if such day is not a
Business Day, the preceding Business Day), an Officer’s Certificate addressed to
such parties, stating that (i) a review of the activities of the Servicer during
the preceding fiscal year and of performance under this Agreement or similar
agreements has been made under such officer’s supervision, and (ii) to the best
of such officer’s knowledge, based on such review, the Servicer has fulfilled
all its obligations under, and complied fully with the provisions of, this
Agreement throughout such fiscal year, or, if there has been a default in the
fulfillment of any such obligation, specifying each such default known to such
officer and the nature and status thereof and the action being taken by the
Servicer to cure such default.

     

    Section
6.05. Annual Independent Public
Accountants’ Servicing Report.

     

    Not later
than the earlier of March 15 of each year (if such day is not a Business Day,
the next succeeding Business Day), the Servicer, at its expense, shall cause a
firm of independent public accountants which is a member of the American
Institute of Certified Public Accountants to furnish a statement to the
Purchaser to the effect that such firm has with respect to the Servicer’s
overall servicing operations, examined such operations in accordance with the
requirements of Section 9.05(a)(ii) of the Regulation AB Compliance
Addendum.

     

    Section
6.06. Right to Examine
Records.

     

    The
Purchaser, or its designee, shall have the right to examine and audit any and
all of the related books, records, or other information of the Company or the
Servicer, whether held by the Company, the Servicer or by another on its behalf,
with respect to or concerning this Agreement or the Mortgage Loans, during
business hours or at such other times as may be reasonable under applicable
circumstances, upon reasonable advance notice.  The Purchaser shall
pay its own travel expenses associated with such examination.

     

    Section
6.07. Compliance with REMIC
Provisions.

     

    If a
REMIC election has been made with respect to the arrangement under which the
Mortgage Loans and REO Property are held, the Servicer shall not take any
action, cause the REMIC to take any action or fail to take (or fail to cause to
be taken) any action that, under the REMIC Provisions, if taken or not taken, as
the case may be, could (i) endanger the status of the REMIC as a REMIC or (ii)
result in the imposition of a tax upon the REMIC (including but not limited to
the tax on “prohibited transactions” as defined in Section 860 (a) (2) of the
Code and the tax on “contributions” to a REMIC set forth in Section 860(d) of
the Code) unless the Servicer has received an Opinion of Counsel (at the expense
of the party seeking to take such action) to the effect that the contemplated
action will not endanger such REMIC status or result in the imposition of any
such tax.

     


    
      
         


      

      
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    ARTICLE
VII

     

    COMPANY
TO COOPERATE

     

    Section
7.01. Provision of
Information.

     

    During
the term of this Agreement, the Servicer shall furnish to the Purchaser such
periodic, special, or other reports or information as shall be necessary,
reasonable, or appropriate, and copies or originals of any documents contained
in the Servicing File for each Mortgage Loan provided for herein.  All
other special reports or information not provided for herein as shall be
necessary, reasonable, or appropriate with respect to the Purchaser or any
regulatory agency will be provided at the Purchaser’s expense.  All
such reports, documents or information shall be provided by and in accordance
with all reasonable instructions and directions which the Purchaser may
give.  Upon request from the Purchaser, the Company shall deliver no
later than sixty (60) days after such request any Servicing File or document
therein, or copies thereof, to the Purchaser at the direction of the
Purchaser.  The Purchaser shall return any original Servicing File or
document therein delivered pursuant to this Section no later than fifteen (15)
days after receipt thereof. In the event that the Company fails to make delivery
of the requested Servicing File or document therein, or copies thereof, as
required under this Section, the Company shall repurchase, pursuant to Section
3.03 of this Agreement, the related Mortgage Loan within thirty (30) days of a
request to do so by the Purchaser.

     

    In
addition, during the term of this Agreement, the Company shall provide to the
OCC and to comparable regulatory authorities supervising the Purchaser or any of
Purchaser’s assigns (including beneficial owners of securities issued in
Securitizations backed by the Mortgage Loans) and the examiners and supervisory
agents of the OCC and such other authorities, access to the documentation
required by applicable regulations of the OCC and other authorities supervising
the Purchaser or any of its assigns with respect to the Mortgage
Loans.  Such access shall be afforded without charge, but only upon
reasonable and prior written request and during normal business hours at the
offices designated by the Company.The Company shall execute and deliver all such
instruments and take all such action as the Purchaser may reasonably request
from time to time, in order to effectuate the purposes and to carry out the
terms of this Agreement.

     

    Section
7.02. Cooperation with Third-party
Service Providers.

     

    The
Servicer shall cooperate with the Purchaser in servicing the Mortgage Loans in
accordance with the usual and customary requirements of any credit enhancement,
risk management and other service providers and shall otherwise cooperate with
the Purchaser in connection with such third-party service providers and the
provision of third-party services; provided, however, that such
requirements are reasonably acceptable to the Servicer and pose no greater risk,
obligation or expense to the Servicer than otherwise set forth in this
Agreement.  Any additional costs and/or expenses will be paid by the
requesting party.

     


    
      
         


      

      
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    ARTICLE
VIII

     

    THE
COMPANY

     

    Section
8.01. Indemnification; Third Party
Claims.

     

    Each of
the Company and the Servicer shall indemnify the Purchaser and hold it harmless
against any and all claims, losses, damages, penalties, fines, forfeitures,
reasonable and necessary legal fees and related costs, judgments, and any other
costs, fees and expenses that the Purchaser may sustain in any way related to
its failure to perform its duties and service the Mortgage Loans in compliance
with the terms of this Agreement.  Each of the Company and the
Servicer immediately shall notify the Purchaser if a claim is made by a third
party with respect to this Agreement or the Mortgage Loans, assume the defense
of any such claim and pay all reasonable and necessary expenses in connection
therewith, including reasonable counsel fees, and promptly pay, discharge and
satisfy any judgment or decree which may be entered against it or the Purchaser
in respect of such claim.  The Purchaser promptly shall reimburse the
Company or the Servicer, for all amounts advanced by it pursuant to this Section
8.01 except when the claim is in any way related to such party’s indemnification
pursuant to Section 3.03, or the failure of the Company or the Servicer, as
applicable, to service and administer the Mortgage Loans in strict compliance
with the terms of this Agreement.  The provisions of this Section 8.01
shall survive termination of this Agreement.

     

    Section
8.02. Merger or
Consolidation.

     

    For so
long as the Servicer is servicing Mortgage Loans pursuant to this Agreement, the
Servicer shall keep in full effect its existence, rights and franchises as a
corporation, and shall obtain and preserve its qualification to do business as a
foreign corporation in each jurisdiction in which such qualification is or shall
be necessary to protect the validity and enforceability of this Agreement or any
of the Mortgage Loans and to perform its duties under this
Agreement.

     

    Each of
the Company and the Servicer shall provide notice to the Purchaser immediately
upon any merger, conversion or consolidation of it into any other entity or any
sale of substantially all of its assets, or any material change in its executive
management.  Any Person succeeding to the business of the Company or
the Servicer shall be the successor of the Company or the Servicer,
respectively, hereunder, without the execution or filing of any paper or any
further act on the part of any of the parties hereto, anything herein to the
contrary notwithstanding; provided, however, that the successor or surviving
Person shall be an institution (i) having a GAAP net worth of not less than the
net worth of the Company or the Servicer, as applicable, at the time the Company
or the Servicer, as applicable, was approved by the Purchaser or in such amount
that is otherwise acceptable to the Purchaser and (ii) who is a Fannie
Mae/Freddie Mac-approved seller or servicer in good
standing.  Furthermore, in the event the Company or the Servicer, as
applicable, transfers or otherwise disposes of all or substantially all of its
assets to an affiliate of the Company or the Servicer, as applicable, such
affiliate shall be fully liable to the Purchaser for all of the Company’s or
Servicer’s, as applicable, obligations and liabilities hereunder.

     


    
      
         


      

      
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    Section
8.03. Limitation on Liability of
Company and Others.

     

    Neither
the Company nor any of the directors, officers, employees or agents of the
Company shall be under any liability to the Purchaser for any action taken or
for refraining from the taking of any action in good faith pursuant to this
Agreement, or for errors in judgment; provided, however, that this provision
shall not protect the Company or any such person against any breach of
warranties or representations made herein, or failure to perform its obligations
in compliance with any standard of care set forth in this Agreement or any other
liability which would otherwise be imposed under this Agreement.  The
Company and any director, officer, employee or agent of the Company may rely in
good faith on any document of any kind prima facie properly executed
and submitted by any Person respecting any matters arising
hereunder.  The Company shall not be under any obligation to appear
in, prosecute or defend any legal action which is not incidental to its duties
to service the Mortgage Loans in accordance with this Agreement and which in its
opinion may involve it in any expense or liability; provided, however, that the
Company may, with the consent of the Purchaser, undertake any such action which
it may deem necessary or desirable in respect to this Agreement and the rights
and duties of the parties hereto.  In such event, the Company shall be
entitled to reimbursement from the Purchaser of the reasonable legal expenses
and costs of such action, unless any such costs result from a breach of the
Company’s representations and warranties made herein or its failure to perform
its obligations in compliance with this Agreement.

     

    Section
8.04. Limitation on Assignment by
Company.

     

    The
Company shall neither assign this Agreement or the servicing hereunder or
delegate its rights or duties hereunder or any portion hereof or sell or
otherwise dispose of all of its property or assets without the prior written
consent of the Purchaser, which consent shall not be unreasonably
withheld.

     

    The
Company shall not resign from the obligations and duties hereby imposed on it
except by mutual consent of the Company and the Purchaser or upon the
determination that its duties hereunder are no longer permissible under
Applicable Laws and such incapacity cannot be cured by the
Company.  Any such determination permitting the resignation of the
Company shall be evidenced by an Opinion of Counsel to such effect delivered to
the Purchaser which Opinion of Counsel shall be in form and substance reasonably
acceptable to the Purchaser.  No such resignation shall become
effective until a successor reasonably acceptable to the Purchaser shall have
assumed the Company’s responsibilities and obligations hereunder in the manner
provided in Section 12.01.

     

    Without
in any way limiting the generality of this Section 8.04, in the event that the
Company either shall assign this Agreement or the servicing responsibilities
hereunder or delegate its duties hereunder or any portion thereof or sell or
otherwise dispose of all or substantially all of its property or assets, without
the prior written consent of the Purchaser, then the Purchaser shall have the
right to terminate this Agreement upon notice given as set forth in Section
10.01, without any payment of any penalty or damages and without any liability
whatsoever to the Company or any third party.

     


    
      
         


      

      
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    ARTICLE
IX

     

    RECONSTITUTION
OF MORTGAGE LOANS AND COMPLIANCE WITH REGULATION AB

     

    As to
each Mortgage Loan, the Company and the Servicer each hereby agrees to comply
with the provisions set forth in Exhibit J hereto, as
such Exhibit J
may be amended from time to time to reflect evolving interpretations of Reg AB
in the reasonable good faith discretion of the Purchaser.

     

    ARTICLE
X

     

    DEFAULT

     

    Section
10.01. Events of
Default.

     

    Each of
the following shall constitute an Event of Default:

     

    (1) any
failure by the Company or the Servicer to remit to the Purchaser any payment
required to be made under the terms of this Agreement which continues unremedied
for a period of one (1) Business Day after the date upon which written notice of
such failure, requiring the same to be remedied, shall have been given to the
Company or the Servicer, as applicable, by the Purchaser or, the Company or the
Servicer, as applicable, first becomes aware of such failure; or

     

    (2) failure
by the Company or the Servicer duly to observe or perform in any material
respect any other of its respective covenants or agreements set forth in this
Agreement which continues unremedied beyond any applicable cure period, if any,
specified herein; or

     

    (3) failure
by the Company to maintain its license to do business in any jurisdiction where
the Mortgaged Property is located if such license is required; or

     

    (4) a decree
or order of a court or agency or supervisory authority having jurisdiction for
the appointment of a conservator or receiver or liquidator in any insolvency,
readjustment of debt, including bankruptcy, marshaling of assets and liabilities
or similar proceedings, or for the winding-up or liquidation of its affairs,
shall have been entered against the Company or the Servicer and such decree or
order shall have remained in force undischarged or unstayed for a period of
sixty (60) days; or

     

    (5) the
Company or the Servicer shall consent to the appointment of a conservator or
receiver or liquidator in any insolvency, readjustment of debt, marshaling of
assets and liabilities or similar proceedings of or relating to the Company or
of or relating to all or substantially all of its assets; or

     


    
      
         


      

      
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    (6) the
Company or the Servicer shall admit in writing its inability to pay its debts
generally as they become due, file a petition to take advantage of any
applicable insolvency, bankruptcy or reorganization statute, make an assignment
for the benefit of its creditors, voluntarily suspend payment of its obligations
or cease its normal business operations for three (3) Business Days;
or

     

    (7) the
Servicer ceases to meet the servicer eligibility qualifications of Fannie Mae or
Freddie Mac; or

     

    (8) failure
by the Servicer to maintain with each Rating Agency a primary servicer rating
with respect to the Servicer’s residential Alt A and subprime mortgage loan
products no lower than an average rating for each respective Rating Agency;
or

     

    (9) the
Company or the Servicer attempts to assign its right to servicing compensation
hereunder or to assign this Agreement or the servicing responsibilities
hereunder or to delegate its duties hereunder or any portion thereof in
violation of Section 8.04.

     

    If the
Company or the Servicer obtains knowledge of an Event of Default, it shall
promptly notify the Purchaser.  In each and every such case, so long
as an Event of Default shall not have been remedied, in addition to whatever
rights the Purchaser may have at law or equity to damages, including injunctive
relief and specific performance, the Purchaser, by notice in writing to the
Company or the Servicer, may terminate all the rights and obligations of the
Servicer under this Agreement and in and to the Mortgage Loans and the proceeds
thereof.

     

    Upon
receipt by the Company and the Servicer of such written notice, all authority
and power of the Servicer under this Agreement, whether with respect to the
Mortgage Loans or otherwise, shall pass to and be vested in the successor
appointed pursuant to Section 12.01.  Upon written request from the
Purchaser, the Servicer shall, at its expense, prepare, execute and deliver to
the successor entity designated by the Purchaser any and all documents and other
instruments, place in such successor’s possession all Mortgage Files, and do or
cause to be done all other acts or things necessary or appropriate to effect the
purposes of such notice of termination, including but not limited to the
transfer and endorsement or assignment of the Mortgage Loans and related
documents, at the Servicer’s sole expense.  The Company and the
Servicer shall cooperate with the Purchaser and such successor in effecting the
termination of the Servicer’s responsibilities and rights hereunder, including
without limitation, the transfer to such successor for administration by it of
all cash amounts which shall at the time be credited by the Servicer to the
Custodial Account or Escrow Account or thereafter received with respect to the
Mortgage Loans.

     

    Section
10.02. Waiver of
Defaults.

     

    By a
written notice, the Purchaser may waive any default by the Company or the
Servicer in the performance of its obligations hereunder and its
consequences.  Upon any waiver of a past default, such default shall
cease to exist, and any Event of Default arising therefrom shall be deemed to
have been remedied for every purpose of this Agreement.  No such
waiver shall

     


    
      
         


      

      
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    extend to
any subsequent or other default or impair any right consequent thereon except to
the extent expressly so waived.

     

    ARTICLE
XI

     

    TERMINATION

     

    Section
11.01. Termination.

     

    This
Agreement shall terminate upon either:  (i) the later of the final
payment or other liquidation (or any advance with respect thereto) of the last
Mortgage Loan or the disposition of any REO Property with respect to the last
Mortgage Loan and the remittance of all funds due hereunder; or (ii) mutual
consent of the Company and the Purchaser in writing.  The
representations and warranties and indemnification provisions contained herein
shall survive the termination of this Agreement.

     

    Upon
written request from the Purchaser in connection with any such termination, the
Company shall prepare, execute and deliver, any and all documents and other
instruments, place in the Purchaser’s possession all Mortgage Files, and do or
accomplish all other acts or things necessary or appropriate to effect the
purposes of such notice of termination, whether to complete the transfer and
endorsement or assignment of the Mortgage Loans and related documents, or
otherwise, at the Company’s sole expense.  The Company agrees to
cooperate with the Purchaser and such successor in effecting the termination of
the Company’s responsibilities and rights hereunder as servicer, including,
without limitation, the transfer to such successor for administration by it of
all cash amounts which shall at the time be credited by the Company to the
Custodial Account or Escrow Account or thereafter received with respect to the
Mortgage Loans.

     

    Section
11.02. Termination Without
Cause.

     

    The
Purchaser may terminate, at its sole option, any rights the Company may have
hereunder with respect to any Mortgage Loan Package, without cause as provided
in this Section 11.02.  Any such notice of termination shall be in
writing and delivered to the Company by registered mail as provided in Section
12.05.

     

    In the
event the servicing rights with respect to a Mortgage Loan Package are
terminated pursuant to this Section 11.02, the Company shall be entitled to
receive, as liquidated damages, upon the transfer of the servicing rights, an
amount equal to the fair market value of such servicing rights based on the
aggregate outstanding principal amount of the Mortgage Loans as of the
termination date, plus all reasonable costs and expenses incurred by the Company
in managing the transfer of the servicing.  The fair market value of
the servicing rights shall be determined based on the average of three bids made
by experienced evaluators unaffiliated to the Purchaser and the Company and
chosen as follows:  one by the Purchaser, one by the Company and one
by mutual agreement.

     


    
      
         


      

      
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    ARTICLE
XII

     

    MISCELLANEOUS
PROVISIONS

     

    Section
12.01. Successor to
Company.

     

    Prior to
termination of the Company’s responsibilities and duties under this Agreement
pursuant to Sections 8.04, 10.01, 11.01(ii) or pursuant to Section 11.02, the
Purchaser shall, (i) succeed to and assume all of the Company’s
responsibilities, rights, duties and obligations under this Agreement, or (ii)
appoint a successor having the characteristics set forth in Section 8.02 and
which shall succeed to all rights and assume all of the responsibilities, duties
and liabilities of the Company under this Agreement prior to the termination of
Company’s responsibilities, duties and liabilities under this
Agreement.  In connection with such appointment and assumption, the
Purchaser may make such arrangements for the compensation of such successor out
of payments on Mortgage Loans as it and such successor shall
agree.  In the event that the Company’s duties, responsibilities and
liabilities under this Agreement should be terminated pursuant to the
aforementioned sections, the Company shall discharge such duties and
responsibilities during the period from the date it acquires knowledge of such
termination until the effective date thereof with the same degree of diligence
and prudence which it is obligated to exercise under this Agreement, and shall
take no action whatsoever that might impair or prejudice the rights or financial
condition of its successor.  The resignation or removal of the Company
pursuant to the aforementioned sections shall not become effective until a
successor shall be appointed pursuant to this Section 12.01 and shall in no
event relieve the Company of the representations and warranties made pursuant to
Sections 3.01 and 3.02 and the remedies available to the Purchaser under Section
3.03, it being understood and agreed that the provisions of such Sections 3.01,
3.02, and 3.03 shall be applicable to the Company notwithstanding any such sale,
assignment, resignation or termination of the Company, or the termination of
this Agreement.

     

    Any
successor appointed as provided herein shall execute, acknowledge and deliver to
the Company and to the Purchaser an instrument accepting such appointment,
wherein the successor shall make the representations and warranties set forth in
Section 3.01, except for subsections (h), (i) and (k) thereof, whereupon such
successor shall become fully vested with all the rights, powers, duties,
responsibilities, obligations and liabilities of the Company, with like effect
as if originally named as a party to this Agreement.  Any termination
or resignation of the Company or termination of this Agreement pursuant to
Section 8.04, 10.01, 11.01 or 11.02 shall not affect any claims that any
Purchaser may have against the Company arising out of the Company’s actions or
failure to act prior to any such termination or resignation.

     

    The
Company shall deliver promptly to the successor servicer the funds in the
Custodial Account and Escrow Account and all Mortgage Files and related
documents and statements held by it hereunder and the Company shall account for
all funds and shall execute and deliver such instruments and do such other
things as may reasonably be required to more fully and definitively vest in the
successor all such rights, powers, duties, responsibilities, obligations and
liabilities of the Company.

     

    Unless
the Company is terminated pursuant to Section 11.02, the Purchaser shall be
entitled to be reimbursed from the Company for all costs associated with the
transfer of

     


    
      
         


      

      
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    servicing,
including, without limitation, any costs or expenses associated with the
complete transfer of all servicing data and the completion, correction or
manipulation of such servicing data as may be required by the Purchaser to
correct any errors or insufficiencies in the servicing data or otherwise to
enable the Purchaser to service the Mortgage Loans properly and
effectively.

     

    Upon a
successor’s acceptance of appointment as such, the Company shall notify by mail
the Purchaser of such appointment in accordance with the procedures set forth in
Section 12.05.

     

    Section
12.02. Governing
Law.

     

    THIS
AGREEMENT SHALL BE CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW
YORK AND THE OBLIGATIONS, RIGHTS AND REMEDIES OF THE PARTIES HEREUNDER SHALL BE
DETERMINED IN ACCORDANCE WITH SUCH LAWS.

     

    EACH OF
THE COMPANY, THE SERVICER AND THE PURCHASER HEREBY KNOWINGLY, VOLUNTARILY AND
INTENTIONALLY WAIVES ANY AND ALL RIGHTS IT MAY HAVE TO A TRIAL BY JURY IN
RESPECT OR ANY LITIGATION BASED ON, OR ARISING OUT OF, UNDER, OR IN CONNECTION
WITH, THIS AGREEMENT, OR ANY OTHER DOCUMENTS AND INSTRUMENTS EXECUTED IN
CONNECTION HEREWITH, OR ANY COURSE OF CONDUCT, COURSE OF DEALING, STATEMENTS
(WHETHER ORAL OR WRITTEN), OR ACTIONS OF THE COMPANY, THE SERVICER OR THE
PURCHASER.  THIS PROVISION IS A MATERIAL INDUCEMENT FOR THE PURCHASER
TO ENTER INTO THIS AGREEMENT.

     

    Section
12.03. Notices.

     

    All
demands, notices and communications hereunder shall be in writing and shall be
deemed to have been duly given if personally delivered at or delivered by
overnight courier as follows:

     

    (a)           if
to the Company:

     

    American
Home Mortgage Corp.

    538
Broadhollow Road

    Melville,
New York 11747

    Attention:  Robert
F. Johnson, Executive Vice President

    Fax:  (866)
822-3246

     

    E-mail:  bob.johnson@americanhm.com

     

    with a
copy of all legal notices to:

     

    American
Home Mortgage Corp.

    538
Broadhollow Road

    Melville,
New York 11747

    Attention:  Alan
B. Horn, General Counsel


    
      
         


      

      
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    Fax:  (800)
209-7276

     

    E-mail:  alan.horn@americanhm.com

     

    or such
other address as may hereafter be furnished to the Purchaser in writing by the
Company;

     

    (b)           if
to the Purchaser:

     

    Bank of
America, National Association

    Hearst
Tower

    NC1-027-21-04

    214 North
Tryon Street, 21st
Floor

    Charlotte,
North Carolina  28255

    Attention:  Managing
Director

    Telephone:  (704)
388-8708

    Fax:  (704)
386-3215

     

    with a
copy to:

     

    Bank of
America, National Association

    NC1-002-29-01

    101 S.
Tryon Street, 29th
Floor

    Charlotte,
North Carolina  28255

    Attention:  Eric
S. Sadow

    Telephone:  (704)
386-9041

    Fax:  (704)
602-5796

     

    or such
other address as may hereafter be furnished to the Company and the Servicer in
writing by the Purchaser;

     

    (c)           if
to the Servicer:

     

    American
Home Mortgage Servicing, Inc.

    4600
Regent Blvd., Suite 200

    Irving,
Texas 75063

    Attention:  David
Friedman, Executive Vice President

    Fax:  (866)841-2568

     

    E-mail:  david.friedman@americanhm.com

     

    with a
copy of all legal notices to:

     

    American
Home Mortgage Servicing, Inc.

     

    538
Broadhollow Road

    Melville,
New York 11747

    Attention:  Alan
B. Horn, General Counsel

    Fax:  (800)209-7276

     

    E-mail:  alan.horn@americanhm.com

     


    
      
         


      

      
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    or such
other address as may hereafter be furnished to the Purchaser in writing by the
Servicer;

     

    Section
12.04. Severability of
Provisions.

     

    If any
one or more of the covenants, agreements, provisions or terms of this Agreement
shall be held invalid for any reason whatsoever, then such covenants,
agreements, provisions or terms shall be deemed severable from the remaining
covenants, agreements, provisions or terms of this Agreement and shall in no way
affect the validity or enforceability of the other provisions of this
Agreement.

     

    Section
12.05. Relationship of
Parties.

     

    Nothing
herein contained shall be deemed or construed to create a partnership or joint
venture between the parties hereto and the services of the Servicer shall be
rendered as an independent contractor and not as agent for the
Purchaser.

     

    Section
12.06. Successors and Assigns;
Assignment of Agreement.

     

    This
Agreement shall bind and inure to the benefit of and be enforceable by the
Company, the Servicer and the Purchaser and the respective permitted successors
and assigns of the Company and the Servicer, and the successors and assigns of
the Purchaser.  After the Closing Date, this Agreement shall not be
assigned, pledged or hypothecated by the Company or the Servicer to a third
party without the prior written consent of the Purchaser, which consent may be
withheld by the Purchaser in its sole discretion.  The Purchaser shall
have the right, without the consent of the Company or the Servicer, to assign,
in whole or in part, its interest under this Agreement with respect to some or
all of the Mortgage Loans, and designate any person to exercise any rights of
the Purchaser hereunder, by executing an Assignment, Assumption and Recognition
Agreement, and the assignee or designee shall accede to the rights and
obligations hereunder of the Purchaser with respect to such Mortgage
Loans.  All references to the Purchaser in this Agreement shall be
deemed to include its assignee or designee.  In the event the
Purchaser assigns this Agreement, and the assignee assumes any of the
Purchaser’s obligations hereunder, each of the Company or the Servicer
acknowledges and agrees to look solely to such assignee, and not the Purchaser,
for performance of the obligations so assumed and the Purchaser shall be
relieved from any liability to the Company or the Servicer with respect
thereto.

     

    Section
12.07. Solicitation of
Mortgagor.

     

    The
Company agrees that, from and after the Closing Date, it will not take any
action or permit or cause any action to be taken by any of its agents or
affiliates, or by any independent contractors on the Company’s behalf, to
personally, by telephone or mail, solicit the borrower under any Mortgage Loan
for the purpose of refinancing, in whole or in part.  Notwithstanding
the foregoing, it is understood and agreed that promotions undertaken by Company
or any affiliate of the Company which are not specifically directed toward the
borrowers under the Mortgage Loans, including, without limitation, mass mailings
and newspaper, radio and television advertisements shall not constitute
solicitation under this Section.  This Section 12.07 shall not be
deemed to preclude the Company or the Servicer or any of their respective
affiliates

     


    
      
         


      

      
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    from
soliciting any borrower under the Mortgage Loans for any other financial
products or services.

     

    Section
12.08. Further
Agreements.

     

    The
Purchaser and the Company each agree to execute and deliver to the other such
additional documents, instruments or agreements as may be necessary or
appropriate to effectuate the purposes of this Agreement.

     

    Section
12.09. Confidential
Information.

     

    (a) Each of
the Purchaser, the Servicer and the Company hereby acknowledge that certain
information including, without limitation, the Mortgage Loans, exchanged by them
pursuant to this Agreement is confidential, sensitive, or proprietary in
nature.  Either the Purchaser, the Servicer or the Company may also
designate information as “Confidential” by written notice to the other party at
the time of initial disclosure of such information.  Each of the
Purchaser, the Servicer and the Company agrees that such “Confidential”
information shall be used solely for the purpose of fulfilling the terms and
conditions of this Agreement and shall be disclosed only to employees, agents,
and representatives of the other party as is necessary for the performance of
that party’s obligations under this Agreement.  Such employees,
agents, and representatives shall use reasonable safeguards to maintain the
confidentiality of such information and to prevent its disclosure to any person
not authorized to receive such information.

     

    (b) The term
“Confidential Information” shall mean this Agreement and all proprietary
information, data, trade secrets, business information and other information of
any kind whatsoever that:  (a) a party hereto (“Discloser”) discloses,
in writing, orally or visually, to the other party (“Recipient”) or to which
Recipient obtains access in connection with the negotiation and performance of
this Agreement, and which (b) relates to:  (i) a party hereto or its
customers or (ii) third-party vendors or licensors who have made confidential or
proprietary information available to a party hereto.  Confidential
Information shall include Customer Information (as defined below).

     

    (c) Each of
the Company and the Servicer acknowledges that the Purchaser has a
responsibility to its customers to keep information about its customers and
their accounts (“Customer Information”) strictly confidential.  In
addition to the other requirements set forth in this Section 9.09 regarding
Confidential Information, Customer Information shall also be subject to the
additional restrictions set forth in this Subsection.  The Company
shall not disclose or use Customer Information other than to carry out the
purposes for which such Customer Information has been disclosed to the
Company.  The Company shall not disclose any Customer Information
other than on a “need to know” basis and then only to:  (a) affiliates
of the Purchaser; (b) its employees or officers; (c) affiliates of the Company
provided that such affiliates shall be restricted in use and redisclosure of the
Customer Information to the same extent as the Company; (d) to subcontractors
provided that such subcontractors shall have entered into a confidentiality
agreement no less restrictive than the terms hereof; (e) to independent
contractors, agents, experts and consultants hired or engaged by the Purchaser,
provided that all such persons are subject to a confidentiality agreement which
shall be no less restrictive than the provisions of

     


    
      
         


      

      
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    this
Section; or (f) pursuant to the exceptions set forth in 15 U.S.C. § 6802(e) and
accompanying regulations which disclosures are made in the ordinary course of
business.  In addition, each party further agrees that any Customer
Information transmitted electronically by either party must be
encrypted.  The restrictions set forth herein shall apply during the
term and after the termination of this Agreement.

     

    (d) Each of
the Purchaser and the Company, as the Recipient, hereby agrees on behalf of
itself and its employees, officers, affiliates and subcontractors that
Confidential Information will not be disclosed or made available to any person
for any reason whatsoever, other than on a “need to know basis” and then only
to:  (a) its employees and officers; (b) subcontractors and other
third parties specifically permitted under this Agreement, provided that all
such persons are subject to a confidentiality agreement which shall be no less
restrictive than the provisions of this Section 9.09; (c) independent
contractors, agents, experts and consultants hired or engaged by the Purchaser,
provided that all such persons are subject to a confidentiality agreement which
shall be no less restrictive than the provisions of this Section 9.09; and (d)
as required by law or as otherwise permitted by this Agreement, either during
the term of this Agreement or after the termination of this
Agreement.  Prior to any disclosure of Confidential Information as
required by law, the Recipient shall use its commercially reasonable efforts
to:  (i) notify the Discloser of any, actual or threatened legal
compulsion of disclosure, and any actual legal obligation of disclosure
immediately upon becoming so obligated, and (ii) cooperate with the Discloser’s
reasonable, lawful efforts to resist, limit or delay disclosure.

     

    (e) Upon the
termination or expiration of this Agreement, the Recipient shall destroy or
return, in its sole discretion, all Confidential Information, including Customer
Information, in the possession of the Recipient or in the possession of any
third party over which Recipient has or may exercise control to the extent such
Confidential Information is not required for audit or record keeping purposes;
provided that Customer Information which is also Customer Information of the
Recipient shall not be required to be returned or destroyed.

     

    (f) With the
exception of the obligations related to Customer Information, the obligations of
confidentiality in this Section 9.09 shall not apply to any information which
either the Purchaser or the Company rightfully has in its possession when
disclosed to it by the other party, information which either the Purchaser or
the Company independently develops, information which is or becomes known to the
public other than by breach of this Section 9.09 or information rightfully
received by either the Purchaser or the Company from a third party without the
obligation of confidentiality.

     

    (g) Neither
the Purchaser nor the Company shall issue any media releases, public
announcements and public disclosures, relating to this Agreement or use the name
or logo of the other party, including, without limitation, promotional or
marketing material, or customer lists, but not including any disclosure required
by legal, accounting or regulatory requirements beyond the reasonable control of
such party.

     

    Section
12.10. Information Security and
Privacy.

     

    (a) The
Company acknowledges that the Purchaser is required to comply with the
information security standards required by the Gramm-Leach-Bliley Act (15 U.S.C.
6801,

     


    
      
         


      

      
        56

        
          

        

      

      
         


      

    


    6805(b)(1)),
as amended, and the regulations issued thereunder (12 C.F.R. Part 40)
(collectively, the “GLB Act”) and with other statutory and regulatory
requirements (collectively, “Privacy Laws”) as well as its internal information
security program for information protection.  If applicable, the
Company shall make commercially reasonable efforts to assist the Purchaser to so
comply and to conform to its own policies for information protection with
applicable Privacy Laws, as amended from time to time.  At the
Purchaser’s request, the Company shall make commercially reasonable
modifications to its information security program or to the procedures and
practices thereunder to conform to the Purchaser’s security requirements as they
exist from time to time.

     

    (b) Within
thirty (30) calendar days of the Purchaser’s written request, the Company shall
deliver to the Purchaser’s information protection department a copy of its
written information security program.  The program shall be designed
to:

     

    (i) Ensure
the security, integrity and confidentiality of Confidential
Information;

     

    (ii) Protect
against any anticipated threats or hazards to the security or integrity of such
Confidential Information;

     

    (iii) Protect
against unauthorized access to or use of such Confidential Information that
could result in substantial harm or inconvenience to the person that is the
subject of such information; and

     

    (iv) Ensure
the proper disposal of such Confidential Information.

     

    Section
12.11. Counterparts.

     

    This
Agreement may be executed simultaneously in any number of
counterparts.  Each counterpart shall be deemed to be an original, and
all such counterparts shall constitute one and the same instrument.

     

    Section
12.12. Exhibits.

     

    The
exhibits to this Agreement are hereby incorporated and made a part hereof and
are an integral part of this Agreement.

     

    Section
12.13. General Interpretive
Principles.

     

    For
purposes of this Agreement, except as otherwise expressly provided or unless the
context otherwise requires:

     

    (a) the terms
defined in this Agreement have the meanings assigned to them in this Agreement
and include the plural as well as the singular, and the use of any gender herein
shall be deemed to include the other gender;

     

    (b) accounting
terms not otherwise defined herein have the meanings assigned to them in
accordance with GAAP;

     


    
      
         


      

      
        57

        
          

        

      

      
         


      

    


    (c) references
herein to “Articles,” “Sections,” “Subsections,” “Paragraphs,” and other
subdivisions without reference to a document are to designated Articles,
Sections, Subsections, Paragraphs and other subdivisions of this
Agreement;

     

    (d) a
reference to a Subsection without further reference to a Section is a reference
to such Subsection as contained in the same Section in which the reference
appears, and this rule shall also apply to Paragraphs and other
subdivisions;

     

    (e) the words
“herein,” “hereof,” “hereunder” and other words of similar import refer to this
Agreement as a whole and not to any particular provision; and

     

    (f) the term
“include” or “including” shall mean without limitation by reason of
enumeration.

     

    Section
12.14. Reproduction of
Documents.

     

    This
Agreement and all documents relating thereto, including, without limitation, (a)
consents, waivers and modifications which may hereafter be executed, (b)
documents received by any party at the closing, and (c) financial statements,
certificates and other information previously or hereafter furnished, may be
reproduced by any photographic, photostatic, microfilm, micro-card, miniature
photographic or other similar process.  The parties agree that any
such reproduction shall be admissible in evidence as the original itself in any
judicial or administrative proceeding, whether or not the original is in
existence and whether or not such reproduction was made by a party in the
regular course of business, and that any enlargement, facsimile or further
reproduction of such reproduction shall likewise be admissible in
evidence.

     

    Section
12.15. Trade
Confirmation.

     

    The terms
and conditions set forth in the Trade Confirmation between the Purchaser, the
Servicer and the Company with respect to each Closing Date shall be incorporated
herein.  In the event of any conflict between the terms of this
Agreement and the related Trade Confirmation, the Trade Confirmation shall
control.

     

    


    [Intentionally
Blank - Next Page Signature Page]

     

    



    
      
         


      

      
        58

        
          

        

      

      
         


      

    


    IN
WITNESS WHEREOF, the Company and the Purchaser have caused their names to be
signed hereto by their respective officers thereunto duly authorized as of the
day and year first above written.

     

    
      
        	
                BANK
      OF AMERICA, NATIONAL ASSOCIATION

              	
                AMERICAN
      HOME MORTGAGE CORP.

              
	
                Purchaser

              	
                Company

              
	 
      	 
      
	
                By:

              	 
      /s/ Bruce W.
      Good                           
      	
                By:

              	 
      /s/ Alan B.
      Horn                               
      
	 
      	 
      
	
                Name:

              	Bruce
      W. Good	
                Name:

              	Alan
      B. Horn
	 
      	 
      
	
                Title:

              	Principal	
                Title:

              	Executive
      Vice President
	 
      	 
      
	 
      	 
      
	 
      	 
      
	 
      	 
      
	 
      	
                AMERICAN
      HOME MORTGAGE SERVICING, INC.

                 

              
	 
      	
                Servicer

              
	 
      	 
      
	 
      	 
      	
                By:

              	 
      /s/ Alan B.
      Horn                                
	 
      	 
      
	 
      	 
      	
                Name:

              	Alan
      B. Horn
	 
      	 
      
	 
      	 
      	
                Title:

              	Executive
      Vice President


      



    
      
         


      

      
         


        
          

        

      

      
         


      

    


    EXHIBIT
A

     

    CONTENTS
OF EACH MORTGAGE FILE

     

    With
respect to each Mortgage Loan, the Mortgage File shall include each of the
following items, which shall be available for inspection by the Purchaser and
any prospective Purchaser, and which shall be included in the Servicing File or
delivered to the Purchaser or the Custodian pursuant to Sections 2.01, 2.02 and
2.03 of the Master Bulk Sale and Servicing Agreement to which this Exhibit is
attached (the “Agreement”):

     

    
      	
               
      

            	
              1.

            	
              (a)
      The original Mortgage Note endorsed “Pay to the order of _____________,
      without recourse” and signed in the name of the Company by an authorized
      officer (provided that, in the event that the Mortgage Loan was acquired
      by the Company in a merger, the signature must be substantially in the
      following form:  “[Company], successor by merger to [name of
      predecessor]”; and in the event that the Mortgage Loan was acquired or
      originated by the Company while doing business under another name, the
      signature must be substantially in the following
      form:  “[Company], formerly known as [previous
      name]”).  The Mortgage Note must contain all necessary
      intervening endorsements showing a complete chain of endorsement from the
      Originator (each such endorsement being sufficient to transfer all right,
      title and interest of the party so endorsing, as noteholder or assignee
      thereof, in and to that Mortgage Note);
or

            


    

     

    (b) With
respect to no more than 1% of the aggregate unpaid principal balance of the
Mortgage Loans included in a Mortgage Loan Package as of the related Cut-off
Date, a certified copy of the Mortgage Note (endorsed as provided above)
together with a lost note affidavit, providing indemnification to the holder
thereof for any losses incurred due to the fact that the original Mortgage Note
is missing.

     

    
      	
               
      

            	
              2.

            	
              The
      original of any guarantee executed in connection with the Mortgage Note
      (if any).

            


    

     

    
      	
               
      

            	
              3.

            	
              The
      original Mortgage, with evidence of recording thereon, except as
      follows:  if in connection with any Mortgage Loan, the Company
      cannot deliver or cause to be delivered the original Mortgage with
      evidence of recording thereon on or prior to the Closing Date because of a
      delay caused by the public recording office where such Mortgage has been
      delivered for recordation or because such Mortgage has been lost or
      because such public recording office retains the original recorded
      Mortgage, the Company shall deliver or cause to be delivered to the
      Custodian, a photocopy of such Mortgage, together with (i) in the case of
      a delay caused by the public recording office, an Officer’s Certificate of
      the Company stating that such Mortgage has been dispatched to the
      appropriate public recording office for recordation and that the original
      recorded Mortgage or a copy of such Mortgage certified by such public
      recording office to be a true and complete copy of the original recorded
      Mortgage will be promptly delivered to the Custodian upon receipt thereof
      by the Company; or (ii) in the case of a Mortgage where a public recording
      office retains the original recorded
Mortgage

            


    

     


    
      
         


      

      
        EXHIBIT A
- Page 1

        
          

        

      

      
         


      

    


    or in the
case where a Mortgage is lost after recordation in a public recording office, a
copy of such Mortgage certified by such public recording office or by the title
insurance company that issued the title policy to be a true and complete copy of
the original recorded Mortgage.

     

    
      	
               
      

            	
              4.

            	
              The
      originals or certified true copies of any document sent for recordation of
      all assumption, modification, consolidation or extension agreements, with
      evidence of recording thereon, or, if the original of any such agreement
      with evidence of recording thereon has not been returned by the public
      recording office where such agreement has been delivered for recordation
      or such agreement has been lost or such public recording office retains
      the original recorded agreement, a photocopy of such agreement, certified
      by the Company or its agent to be a true and correct copy of the agreement
      delivered to the appropriate public recording office for recordation. The
      original recorded agreement or, in the case of a agreement where a public
      recording office retains the original recorded agreement or in the case
      where an agreement is lost after recordation in a public recording office,
      a copy of such agreement certified by such public recording office to be a
      true and complete copy of the original recorded agreement, will be
      promptly delivered to the Custodian upon receipt thereof by the
      Company.

            


    

     

    
      	
               
      

            	
              5.

            	
              The
      Assignment of Mortgage to MERS for each Mortgage Loan (other than MOM
      Mortgage Loans), originals or certified true copies thereof sent for
      recordation with evidence of recording thereon, or if any such Assignment
      of Mortgage has not been returned from the applicable recording office or
      has been lost or if such public recording office retains the original
      recorded assignments of mortgage, the Company shall deliver or cause to be
      delivered to the Custodian, a photocopy of such Assignment of Mortgage,
      together with (i) in the case of a delay caused by the public recording
      office, an Officer’s Certificate of the Company stating that such
      Assignment of Mortgage has been dispatched to the appropriate public
      recording office for recordation and that such original recorded
      Assignment of Mortgage or a copy of such Assignment of Mortgage certified
      by the appropriate public recording office or by the title insurance
      company that issued the title policy to be a true and complete copy of the
      original recorded Assignment of Mortgage will be promptly delivered to the
      Custodian upon receipt thereof by the Company; or (ii) in the case of an
      Assignment of Mortgage where a public recording office retains the
      original recorded Assignment of Mortgage or in the case where an
      Assignment of Mortgage is lost after recordation in a public recording
      office, a copy of such Assignment of Mortgage certified by such public
      recording office to be a true and complete copy of the original recorded
      Assignment of Mortgage.  If the Mortgage Loan was acquired by
      the Company in a merger, the Assignment of Mortgage must be made by
      “[Company], successor by merger to [name of predecessor].”  If
      the Mortgage Loan was acquired or originated by the Company while doing
      business under another name, the Assignment of Mortgage must be made by
      “[Company], formerly know as [previous name].”  Subject to the
      foregoing and where permitted under Applicable Laws of the jurisdiction
      wherein the Mortgaged Property is located, such Assignments of Mortgage
      may be made by blanket assignments for
Mortgage

            


    

     


    
      
         


      

      
        EXHIBIT A
- Page 2

        
          

        

      

      
         


      

    


    Loans
secured by the Mortgaged Properties located in the same county.  With
respect to each Mortgage Loan (including MOM Mortgage Loans) the Company shall
take all actions as are necessary to cause the Purchaser or its designee to be
shown as the owner of the related Mortgage Loan on the records of MERS for
purposes of the system of recording transfers of beneficial ownership of
mortgages maintained by MERS.

     

    
      	
               
      

            	
              6.

            	
              Originals
      or certified true copies of documents sent for recordation of all
      intervening assignments of the Mortgage, if any, with evidence of
      recording thereon, or if any such intervening assignment has not been
      returned from the applicable recording office or has been lost or if such
      public recording office retains the original recorded assignments of
      mortgage, the Company shall deliver or cause to be delivered to the
      Custodian, a photocopy of such intervening assignment, together with (i)
      in the case of a delay caused by the public recording office, an Officer’s
      Certificate of the Company stating that such intervening Assignment of
      Mortgage has been dispatched to the appropriate public recording office
      for recordation and that such original recorded intervening Assignment of
      Mortgage or a copy of such intervening Assignment of Mortgage certified by
      the appropriate public recording office or by the title insurance company
      that issued the title policy to be a true and complete copy of the
      original recorded intervening Assignment of Mortgage will be promptly
      delivered to the Custodian upon receipt thereof by the Company; or (ii) in
      the case of an intervening assignment where a public recording office
      retains the original recorded intervening Assignment of Mortgage or in the
      case where an intervening Assignment of Mortgage is lost after recordation
      in a public recording office, a copy of such intervening Assignment of
      Mortgage certified by such public recording office to be a true and
      complete copy of the original recorded intervening Assignment of
      Mortgage.

            


    

     

    
      	
               
      

            	
              7.

            	
              The
      original mortgagee policy of title insurance in the form required by the
      Agreement or, if the original lender’s title insurance policy has not been
      issued, the preliminary report or irrevocable binder or commitment to
      issue the same.

            


    

     

    
      	
               
      

            	
              8.

            	
              Any
      security agreement, chattel mortgage or equivalent executed in connection
      with the Mortgage.

            


    

     

    
      	
               
      

            	
              9.

            	
              For
      each Mortgage Loan which is secured by a residential long-term lease, if
      any, 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.

            


    

     

    
      	
               
      

            	
              10.

            	
              With
      respect to the Non-Conventional Mortgage Loans, the MIC or LGC, as
      applicable, or any other evidence of FHA insurance coverage or VA
      guaranty, as the case may be.

            


    

     


    
      
         


      

      
        EXHIBIT A
- Page 3

        
          

        

      

      
         


      

    


    
      	
               
      

            	
              11.

            	
              With
      respect to any Cooperative Loan, the applicable Cooperative Loan
      Documents.

            


    

     

    With
respect to each Mortgage Loan, the Mortgage File shall include each of the
following items to the extent required pursuant to the Underwriting
Guidelines:

     

    
      	
               
      

            	
              12.

            	
              The
      original PMI Policy or certificate of insurance, where required pursuant
      to the Agreement.

            


    

     

    
      	
               
      

            	
              13.

            	
              The
      original hazard insurance policy and, if required by law, flood insurance
      policy.

            


    

     

    
      	
               
      

            	
              14.

            	
              Fully
      executed residential loan
application.

            


    

     

    
      	
               
      

            	
              15.

            	
              Fully
      executed Mortgage Loan closing statement (Form HUD-1) and any other
      truth-in-lending or real estate settlement procedure forms required by
      law.

            


    

     

    
      	
               
      

            	
              16.

            	
              Verification
      of employment and income (if required pursuant to the Underwriting
      Guidelines).

            


    

     

    
      	
               
      

            	
              17.

            	
              Verification
      of acceptable evidence of source and amount of down
    payment.

            


    

     

    
      	
               
      

            	
              18.

            	
              Credit
      report on the Mortgagor.

            


    

     

    
      	
               
      

            	
              19.

            	
              Residential
      appraisal report.

            


    

     

    
      	
               
      

            	
              20.

            	
              Photograph
      of the Mortgaged Property.

            


    

     

    
      	
               
      

            	
              21.

            	
              Survey
      of the Mortgaged Property, if required by the title company or Applicable
      Law.

            


    

     

    
      	
               
      

            	
              22.

            	
              Copy
      of each instrument necessary to complete identification of any exception
      set forth in the exception schedule in the title policy, i.e. map or plat,
      restrictions, easements, sewer agreements, home association declarations,
      etc.

            


    

     

    
      	
               
      

            	
              23.

            	
              All
      fully executed required disclosure statements required by Applicable
      Laws.

            


    

     

    
      	
               
      

            	
              24.

            	
              If
      applicable, termite report, structural engineer’s report, water potability
      and septic certification.

            


    

     

    
      	
               
      

            	
              25.

            	
              Sales
      contract, if applicable.

            


    

     

    
      	
               
      

            	
              26.

            	
              Evidence
      of payment of taxes and insurance premiums, insurance claim files,
      correspondence, current and historical computerized data files, and all
      other processing, underwriting and closing papers and records which are
      customarily contained in a mortgage file and which are required to
      document the Mortgage Loan or to service the Mortgage
  Loan.

            


    

     

    
      	
               
      

            	
              27.

            	
              Amortization
      schedule, if available.

            


    

     


    
      
         


      

      
        EXHIBIT A
- Page 4

        
          

        

      

      
         


      

    


    
      	
               
      

            	
              28.

            	
              Payment
      history for any Mortgage Loan that has been closed for more than ninety
      (90) calendar days.

            


    

     

    
      	
               
      

            	
              29.

            	
              Fully
      executed power of attorney, if
applicable.

            


    

     

    In the
event of a delay by the public recording office in returning any recorded
document, the Company shall deliver to the Custodian, within two hundred and
forty (240) calendar days of the Closing Date, an Officer’s Certificate which
shall (i) identify the recorded document, (ii) state that the recorded document
has not been delivered to the Custodian due solely to a delay caused by the
public recording office, (iii) state the amount of time generally required by
the applicable recording office to record and return a document submitted for
recordation, and (iv) specify the date the applicable recorded document will be
delivered to the Custodian.  The Company shall be required to deliver
to the Custodian the applicable recorded document by the date specified in (iv)
above.  An extension of the date specified in (iv) above may be
requested form the Purchaser, which consent shall not be unreasonably
withheld.

     


    
      
         


      

      
        EXHIBIT A
- Page 5

        
          

        

      

      
         


      

    


    EXHIBIT
B

     

    MORTGAGE
LOAN SCHEDULE

     

    (1)           the
Company’s Mortgage Loan number;

     

    (2)           Mortgagor’s
name (including any co-mortgagors);

     

    (3)           the
full street address, city, state and zip code of the Mortgaged Property and the
mailing address if different than the street address;

     

    (4)           a
code indicating whether the loan was originated through a correspondent, retail,
or wholesale channel;

     

    (5)           the
broker identification number;

     

    (6)           the
number of units for all Mortgaged Properties;

     

    (7)           the
number of bedrooms and rents by unit;

     

    (8)           a
code indicating whether the Mortgaged Property is a single family residence,
two-family residence, three-family residence, four-family residence, an
individual unit in a planned unit development or an individual condominium
unit;

     

    (9)           the
current Mortgage Interest Rate as of the Cut-off Date;

     

    (10)           the
Mortgage Interest Rate as of the date of origination;

     

    (11)           the
current Monthly Payment;

     

    (12)           the
original term to maturity;

     

    (13)           the
scheduled maturity date;

     

    (14)           the
original principal amount of the Mortgage Loan and, with respect to Second Lien
Mortgage Loans, the related First Lien;

     

    (15)           the
principal balance of the Mortgage Loan as of the Cut-off Date after deduction of
payments of principal received on or before the Cut-off Date and with respect to
Second Lien Mortgage Loans, the principal balance of the related First Lien as
of the Cut-off Date, after deduction of payments received on or before the
Cut-off Date;

     

    (16)           the
Loan-to-Value Ratio at origination;

     

    (17)           a
code indicating the Credit Scores of the Mortgagor at the time of origination
and the source of such Credit Scores;

     

    (18)           a
code indicating the credit grade and specific loan/underwriting program of each
Mortgage Loan as assigned by the Company;

     


    
      
         


      

      
        EXHIBIT B
- Page 1

        
          

        

      

      
         


      

    


    (19)           a
code indicating the name of the issuer of the PMI Policy, if any, and the
certificate number and percentage coverage, if applicable;

     

    (20)           the
Appraised Value;

     

    (21)           the
Due Date, the Due Date on which the first Monthly Payment was due and the Due
Date as of the Cut-off Date;

     

    (22)           the
last payment date on which a payment was applied;

     

    (23)           a
code indicating the documentation level (full, alternative,
limited);

     

    (24)           a
code indicating loan purpose (i.e., purchase financing, rate/term refinancing,
cash-out refinancing);

     

    (25)           a
code indicating whether the Mortgaged Property is owner-occupied or investor
property;

     

    (26)           a
code indicating whether the Mortgagor is self-employed;

     

    (27)           a
code indicating the product type (e.g., 2/28, 3/27, 15-year fixed, 30-year
fixed, 15/30 balloon, etc);

     

    (28)           a
code indicating whether the Mortgage Loan is subject to a Prepayment
Premium;

     

    (29)           the
term of any Prepayment Premium;

     

    (30)           the
type and amount of any Prepayment Premium;

     

    (31)           the
Mortgagor’s debt to income ratio;

     

    (32)           a
code indicating whether the Mortgage Loan is an Adjustable Rate Mortgage
Loan;

     

    (33)           with
respect to each Adjustable Rate Mortgage Loan, the Gross Margin;

     

    (34)           with
respect to each Adjustable Rate Mortgage Loan, the next Adjustment Date and, if
different, the date on which the Monthly Payment is changed;

     

    (35)           with
respect to each Adjustable Rate Mortgage Loan, the lifetime maximum Mortgage
Interest Rate;

     

    (36)           with
respect to each Adjustable Rate Mortgage Loan, the  lifetime minimum
Mortgage Interest Rate;

     

    (37)           with
respect to each Adjustable Rate Mortgage Loan, the Periodic Interest Rate
Cap;

     


    
      
         


      

      
        EXHIBIT B
- Page 2

        
          

        

      

      
         


      

    


    (38)           with
respect to each Adjustable Rate Mortgage Loan, the Index;

     

    (39)           with
respect to each Adjustable Rate Mortgage Loan, to the extent that such Mortgage
Loan is an Interest-Only Mortgage Loan, the number of months/years whereby the
scheduled payment payable by a Mortgagor under the related Mortgage Note on each
Due Date includes only interest payments;

     

    (40)           a
code indicating whether the Mortgage Loan is an adjustable rate or fixed rate
mortgage loan;

     

    (41)           the
name of the Originator or broker of the Mortgage Loan;

     

    (42)           a
code indicating whether such Mortgage is insured by the FHA or guaranteed by the
VA;

     

    (43)           with
respect to any Non-Conventional Mortgage Loan, the related VA entitlement
percentage or FHA case number, as applicable;

     

    (44)           a
code indicating whether the Mortgaged Property is subject to a First Lien or a
Second Lien;

     

    (45)           a
code indicating whether the Mortgage Loan is a MERS Designated Mortgage Loan and
the related MIN;

     

    (46)           a
code indicating the Appraisal type (e.g., Tax Assessment, BPO, Drive-By Form
704, URAR, Form 2065, Form 2055 (Exterior only), Form 2055 (Interior
Inspection), or automated valuation model (“AVM”));

     

    (47)           if
the Appraisal Type in #46 above is an AVM, then a description of the AVM
type;

     

    (48)           a
code indicating whether such Mortgage Loan is a Texas Refinance
Loan;

     

    (49)           the
Mortgage type (Conventional, FHA, VA, FSA/RHS);

     

    (50)           a
code indicating the cash out purpose of the Mortgage Loan (purchase or
refinance);

     

    (51)           Mortgagor
IRS data (ss#, certification date, 1098 exempt code);

     

    (52)           the
Cut-off Date with respect to the Mortgage Loan; and

     

    (53)           a
code indicating whether the Mortgage Loan is an Option ARM Mortgage
Loan.

     

    With
respect to the Mortgage Loans in the aggregate in the related Mortgage Loan
Package, the respective Mortgage Loan Schedule shall set forth the following
information, as of the related Cut-off Date:

     

    (1)           the
number of Mortgage Loans;

     


    
      
         


      

      
        EXHIBIT B
- Page 3

        
          

        

      

      
         


      

    


    (2)           the
current aggregate outstanding principal balance of the Mortgage
Loans;

     

    (3)           the
current weighted average Mortgage Interest Rate of the Mortgage Loans;
and

     

    (4)           the
weighted average months to maturity of the Mortgage Loans.

     

    



    
      
         


      

      
        EXHIBIT B
- Page 4

        
          

        

      

      
         


      

    


    EXHIBIT
C

     

    FORM OF
TRADE CONFIRMATION

     

    [Date]

    


    American
Home Mortgage Corp.

    538
Broadhollow Road

    Melville,
New York 11747

    


    Ladies
and Gentlemen:

     

    Bank of
America, National Association (“BANA”) hereby confirms its agreement to
purchase, and American Home Mortgage Corp. (“AHM”) hereby confirms its agreement
to sell, on a mandatory delivery basis, certain [adjustable and fixed rate]
first [and second] lien mortgage loans, on a servicing retained basis (the
“Mortgage Loans”).  The Mortgage Loans have an aggregate unpaid
principal balance as of [Cut-off Date] (the “Cut-off Date”) of approximately
$[__________] (plus or minus 5%).  The purchase and sale of the
Mortgage Loans will occur on [Closing Date] or such other date as shall be
mutually agreed to by the parties (the “Closing Date”).  The terms and
provisions of the agreement for the purchase and sale of the Mortgage Loans are
as described below.

    


    
      	
               
      

            	
              1.

            	
              Terms
      of this Commitment:  The Mortgage Loans are to be sold in
      a whole loan format on a servicing retained basis pursuant to the Master
      Bulk Sale and Servicing Agreement, dated as of June 1, 2007, by and among
      BANA, AHM and American Home Mortgage Servicing, Inc. (the “Servicer”), as
      may be amended by mutual agreement of the parties (the
      “Agreement”).  No later than five (5) Business Days before the
      Closing Date, the original Mortgage Notes properly endorsed and
      Assignments of Mortgage or deeds of trust shall be delivered to U.S. Bank
      National Association as custodian pursuant to the Custody Agreement, dated
      as of June 1, 2007 (the “Custodian”).  Upon receipt of
      certification from the Custodian, BANA shall remit the payment of the
      Purchase Price to AHM on the Closing Date as determined in paragraph 6
      below.  Within a reasonable time period subsequent to the
      Closing Date, all Mortgages or deeds of trust, modifications, extension
      and/or assumption agreements, Assignments of Mortgage and title insurance
      policies with respect to each Mortgage Loan (such documents, along with
      the notes and assignments cited above, shall constitute the “Collateral
      Files”) shall be delivered to the Custodian.  The Custodian
      shall hold the Collateral Files for the benefit of BANA, its assignees or
      designees.

            


    

     

    
      	
               
      

            	
              2.

            	
              Fail
      Cost and Pair-off Fee:

            


    

     

    
      	
               
      

            	
              a.

            	
              Unless
      otherwise agreed by BANA and AHM, in the event that any of the Mortgage
      Loans are sold to BANA after [Closing Date], AHM shall pay BANA an amount
      equal to the difference between the Net WAC (as defined herein) on such
      Mortgage Loans and BANA’s internal cost of funds calculated in the good
      faith discretion of BANA, divided by
360,

            


    

     


    
      
         


      

      
        EXHIBIT C
- Page 1

        
          

        

      

      
         


      

    


    times the
number of days in the period commencing on [Closing Date plus one], to the
subsequent closing date for such Mortgage Loans (such difference, the “Fail
Cost”), which Fail Cost may be deducted by BANA from the purchase proceeds paid
to AHM for such Mortgage Loans on such subsequent closing date.

     

    
      	
               
      

            	
              b.

            	
              If
      the unpaid scheduled principal balance of Mortgage Loans delivered on the
      Closing Date (the “Settlement Amount”) is outside of the tolerance range
      specified in this letter agreement, and AHM has not agreed to deliver at a
      later time pursuant to paragraph 2(a) above, then a pair-off fee will be
      assessed against and paid by AHM, calculated by multiplying 4/32 times the
      amount outside of tolerance, provided, however, that if the Settlement
      Amount is outside of tolerance and the change in price between the
      committed price specified herein and the market price for comparable
      commitments on the Closing Date increases more than 4/32 due to market
      movement, then the pair-off fee assessed and paid shall be the amount
      outside of tolerance times the related change in
  price.

            


    

     

    
      	
               
      

            	
              3.

            	
              Servicing
      of the Mortgage Loans: The Mortgage Loans will be serviced by the
      Servicer from the Closing Date in accordance with the terms of the
      Agreement.  All scheduled payments whether or not received,
      unless deemed non-recoverable by the Servicer, by AHM or the Servicer or
      either’s designee with respect to the Mortgage Loans after the Cut-off
      Date shall be remitted to BANA or its designee on the eighteenth (18th)
      day of each calendar month, however, if such day is not a Business Day,
      then on the immediately preceding Business Day.  In connection
      with any prepayments in full or curtailments, AHM shall contribute from
      its own funds, to the extent that such contributions do not exceed the
      Servicing Fee (as defined below), payable to BANA for such prior month,
      any shortfall in the interest component thereof such that one month's
      interest shall be deposited in the Custodial Account as defined in the
      Agreement, prior to the related Remittance
Date.

            


    

     

    
      	
               
      

            	
              The
      Servicer shall be entitled to a fee (the “Servicing Fee”) with respect to
      each Mortgage Loan, which shall, for a period of one full month, be equal
      to one-twelfth of the product of (a) 0.[___]% (the “Servicing Fee Rate”)
      and (b) the outstanding principal balance of such Mortgage
      Loan.

            


    

     

    
      	
               
      

            	
              4.

            	
              No
      Solicitation:  AHM hereby agrees that from and after the
      Closing Date, it will not take any action or permit or cause any action to
      be taken by any of its agents or affiliates, or by any independent
      contractors on its behalf, to personally, by telephone or mail, solicit
      the borrower under any Mortgage Loan for the purpose of refinancing, in
      whole or in part.  Notwithstanding the foregoing, it is
      understood and agreed that promotions undertaken by AHM or any affiliate
      of AHM which are not specifically directed toward the borrowers under the
      Mortgage Loans, including, without limitation, mass mailings and
      newspaper, radio and television advertisements shall not constitute
      solicitation under this paragraph 4.  This paragraph 4 shall not
      be deemed to preclude AHM or the

            


    

     


    
      
         


      

      
        EXHIBIT C
- Page 2

        
          

        

      

      
         


      

    


    Servicer
or any of their respective affiliates from soliciting any borrower under the
Mortgage Loans for any other financial products or services.

     

    
      	
               
      

            	
              5.

            	
              Representations
      and Warranties Regarding the Mortgage Loans:  AHM and
      BANA will close this transaction under the terms of the Agreement and such
      other agreements as are customary in this type of
    transaction.

            


    

     

    
      	
               
      

            	
              The
      Agreement will require that AHM repurchase each Mortgage Loan or
      substitute a like Mortgage Loan for each Mortgage Loan as to which a
      representation and warranty has been breached and is not cured, within the
      applicable cure period, and such breach materially and adversely affects
      the value of the Mortgage Loan or the interest of BANA in such Mortgage
      Loan.  The representations and warranties will survive over the
      life of each Mortgage Loan, notwithstanding any restrictive endorsement on
      a mortgage note or mortgage assignment, or the extent of any diligence
      conducted by BANA.  In addition, the Agreement, including all
      rights, remedies, representations and warranties thereunder, shall be
      assignable by BANA.

            


    

     

    
      	
               
      

            	
              6.

            	
              Purchase
      Price: [Adjust as necessary] The Purchase Price for the Mortgage
      Loans shall be [____]% times the unpaid principal balance of the Mortgage
      Loans as of the Cut-off Date, plus accrued interest from the Cut-off Date
      to, but not including, the Closing Date at the net mortgage interest rate
      thereon.  The Mortgage Loans being purchased currently have a
      weighted average net mortgage interest rate of [_____]% (the “Net
      WAC”).  In the event the weighted average interest rate of the
      Mortgage Loans on the Closing Date differs from the Net WAC by five (5)
      basis points (0.05%) or less, the purchase price percentage shall be
      adjusted as follows:  for each basis point (0.01%) that the
      weighted average interest rate increases, the purchase price percentage
      shall increase by [____] basis points ([0.____]%); (ii) for each basis
      point (0.01%) that the weighted average mortgage interest rate decreases,
      the purchase price percentage shall decrease by [____] basis points
      ([0.____]%).  In the event the weighted average mortgage
      interest rate changes by more than five (5) basis points (0.05%), the
      Purchase Price shall be subject to
  renegotiation.

            


    

     

    
      	
               
      

            	
              7.

            	
              Underwriting
      Review of the Mortgage Files:  All Mortgage Loans are
      acceptable for purchase.  BANA shall select and AHM shall make
      available to BANA or its designee all documents and instruments with
      respect to [___] percent ([___]%) of the Mortgage Loans (the “Mortgage
      Files”) for due diligence prior to the Closing Date.  BANA, at
      its expense, shall have the right to review the files and documents
      relating to such Mortgage Loans, to inspect, evaluate and appraise the
      real property securing each Mortgage Loan, to obtain appraisal
      re-certifications and to otherwise re-underwrite the Mortgage
      Loans.  It is also understood that BANA reserves the right to
      review additional Mortgage Loans at the expense of BANA should BANA deem
      such a review necessary.  All of the Mortgage Loans shall have
      been originated in substantial conformity to AHM’s underwriting
      guidelines.  Any Mortgage Loan purchased by BANA and not
      originated in conformity with such guidelines shall be repurchased at the
      request

            


    

     


    
      
         


      

      
        EXHIBIT C
- Page 3

        
          

        

      

      
         


      

    


    of BANA
in accordance with Section 3.03 of the Agreement.  Such underwriting
shall not impair or diminish the rights of BANA or any assignee of BANA under
the Agreement with respect to a breach of representation and warranty contained
in the Agreement.

     

    
      	
               
      

            	
              8.

            	
              Fees
      and Expenses: Except as provided
      herein, each party shall be responsible for payment of its own fees and
      expenses including, without limitation, attorneys’ fees incurred in
      connection with this transaction.

            


    

     

    
      	
               
      

            	
              9.

            	
              Additional
      Information:  AHM shall deliver to BANA a complete data
      format file.  Such data file shall be delivered no later than
      three (3) Business Days before the Closing Date.  BANA will
      retain the right to sell the respective Mortgage Loans at a future
      date.  At such time that BANA, its successors and/or assigns
      sells all or a portion of the Mortgage Loans, AHM agrees to help and
      assist BANA and will service the Mortgage Loans in accordance with any
      subsequent pooling and servicing
agreement.

            


    

     

    
      	
               
      

            	
              10.

            	
              Trade
      Stipulations: Each Mortgage Loan
      shall comply with the trade stipulations attached hereto as Exhibit
      A.

            


    

     

    
      	
               
      

            	
              11.

            	
              Consumer
      Personal Information:  BANA and AHM agree that they shall
      comply with all applicable laws and regulations regarding the privacy or
      security of all personal information about the Mortgagors that has been
      supplied in connection with the respective Mortgage Loans by or on behalf
      of the Mortgagors.

            


    

     

    
      	
               
      

            	
              12.

            	
              Early
      Payment Default:  If the related Mortgagor is thirty (30)
      days or more delinquent with respect to any of the Mortgage Loan’s first
      three (3) Monthly Payments due after the related Closing Date or a debtor
      in any state or federal bankruptcy or insolvency proceeding filed within
      sixty (60) days following the related Closing Date, AHM, at BANA’s option,
      shall repurchase such Mortgage Loan from BANA within thirty (30) calendar
      days following receipt of notice to AHM at the Repurchase Price (as
      defined in the Agreement).  In the event a Mortgagor exercises
      any right of rescission it may have with respect to the related Mortgage
      Loan that arises as a result of an act or omission by AHM or the Servicer
      prior to the related Closing Date, AHM shall repurchase such Mortgage Loan
      at the related Repurchase Price within thirty (30) days of receiving
      notice of such Mortgagor’s intention to rescind the Mortgage
      Loan.

            


    

     

    
      	
               
      

            	
              13.

            	
              Premium
      Recapture:  If any Mortgage Loan prepays in full within
      the first three (3) months following the related Closing Date, then
      (i) with respect to any such Mortgage Loan that does not provide for a
      Prepayment Premium, AHM will pay to BANA the premium paid by BANA in
      excess of par as set forth in the related Memorandum of Sale and (ii) with
      respect to any such Mortgage Loan that provides for a Prepayment Premium,
      AHM shall pay to BANA such Prepayment Premium, plus the amount, if any, by
      which the purchase price premium in excess of par paid by BANA exceeds the
      amount of such Prepayment
  Premium.  AHM

            


    

     


    
      
         


      

      
        EXHIBIT C
- Page 4

        
          

        

      

      
         


      

    


    shall
remit the amounts payable under clauses (i) and (ii) above, for the benefit of
BANA or any assignee of BANA, by wire transfer of immediately available funds no
later than the thirtieth (30th)
Business Day following the date the related prepayment is received by AHM or AHM
is notified that the related prepayment has been received by the
Servicer.

     

    
      	
               
      

            	
              14.

            	
              Reconstitutions.  AHM
      agrees to enter into additional documents, instruments or agreements any
      of which, in such form as is reasonably acceptable to AHM, as may be
      reasonably necessary to effect one or more Whole Loan Transfers or
      Securitization Transactions (each, a “Reconstitution”) of the Mortgage
      Loans, including without limitation documents which contain
      representations to BANA, the purchaser in such transaction and the
      applicable depositor, trustee and initial purchaser of the Securities in
      the Securitization (1) that AHM has serviced the Mortgage Loans in
      accordance with the terms of the Agreement, and otherwise complied with
      all covenants and obligations thereunder, and (2) that the Servicer has
      taken no action nor omitted to take any required action the omission of
      which would have the effect of impairing any mortgage insurance or
      guarantee on the Mortgage Loans.  The parties also agree that
      the provisions of this paragraph 14 may be altered in a manner reasonably
      acceptable to AHM if necessary to effect a Securitization Transaction
      (including, but not limited to, any changes required (i) to satisfy Rating
      Agency requirements or (ii) to qualify for treatment as one or more real
      estate mortgage investment conduits).  AHM agrees to restate to
      BANA, the purchaser in such transaction, the applicable depositor and
      trustee the representations and warranties contained in Section 3.01 of
      the Agreement as of the closing date of the applicable sale or
      Securitization Transaction provided that such closing date occurs within
      six (6) months of the related Closing Date and the representations and
      warranties contained in Section 3.02 of the Agreement as of the related
      Closing Date.  In addition, AHM shall indemnify BANA, each
      affiliate of BANA participating in the Reconstitution and each Person who
      controls BANA or such affiliate, and hold each of them harmless from and
      against any losses, damages, penalties, fines, forfeitures, legal fees and
      expenses arising out of any material misstatements or omissions contained
      in any information provided to BANA and included in any disclosure
      statements distributed by BANA and/or its affiliates, provided that such
      information was provided by AHM specifically for inclusion in such
      disclosure statement; and provided, further, that BANA shall indemnify
      AHM, its successors and assigns and each Person who controls AHM, and hold
      each of them harmless from and against any losses, damages, penalties,
      fines, forfeitures, legal fees and expenses arising out of any material
      misstatements or omissions contained in all other information BANA may
      disclose in connection with the Securitization Transaction.  For
      purposes of the preceding sentence, “Purchaser” shall mean the Person then
      acting as Purchaser under the
Agreement.

            


    

     

    All
reasonable out-of-pocket costs incurred by AHM, including without limitation
reasonable attorney’s fees and accountant’s fees in connection with performing
its obligations under this paragraph 14 with respect to a Securitization
Transaction or otherwise shall be reimbursed by BANA upon demand
therefor.

     


    
      
         


      

      
        EXHIBIT C
- Page 5

        
          

        

      

      
         


      

    


    This
letter agreement contains the entire agreement relating to the subject matter
hereof between us and supersedes any prior oral or written agreement between
us.  This letter agreement may only be amended by a written document
signed by each of BANA, AHM and the Servicer.  This letter agreement
may be executed in one or more counterparts and by the different parties hereto
on separate counterparts, each of which, when so executed, shall be deemed to be
an original; such counterparts, together, shall constitute one and the same
agreement.  Capitalized terms used herein but not otherwise defined
herein shall have the meanings given them in the Agreement.  This
letter agreement shall be kept confidential unless otherwise agreed to in
writing by BANA,  AHM and the Servicer or otherwise required by
law.

     

    


     

    [Signature
Page Follows]

     


    
      
         


      

      
        EXHIBIT C
- Page 6

        
          

        

      

      
         


      

    


    Please
confirm by signing and returning via facsimile, no later than [Date], to
[___________] at [__________].

     

    
      	 
      	
              Very
      truly yours,

            
	 
      	 
      
	 
      	
              Bank
      of America, National Association

            
	 
      	 
      
	 
      	 
      
	 
      	 
      
	 
      	
              By:

            	 
      
	 
      	
              Name:

            	 
      
	 
      	
              Title:

            	 
      


    

    


    


    


    
      	
              Confirmed
      and agreed to:

            	 
      
	
              American
      Home Mortgage Corp.

            	 
      
	 
      	 
      
	 
      	 
      
	
              By:

            	 
      	 
      
	
              Name:

            	 
      	 
      
	
              Title:

            	 
      	 
      


    

    


    


    


    
      	
              Confirmed
      and agreed to:

            	 
      
	
              American
      Home Mortgage Servicing, Inc.

            	 
      
	 
      	 
      
	 
      	 
      
	
              By:

            	 
      	 
      
	
              Name:

            	 
      	 
      
	
              Title:

            	 
      	 
      


    

    



    
      
         


      

      
        EXHIBIT C
- Page 7

        
          

        

      

      
         


      

    


    EXHIBIT
A

    TRADE
STIPULATIONS

    


    [Attached
hereto]

    


     

    



    
      
         


      

      
        EXHIBIT C
- Page 8

        
          

        

      

      
         


      

    


    EXHIBIT
D

     

    FORM OF MEMORANDUM OF
SALE

     

    


    


    CLOSING DATE:

     

    This
Memorandum of Sale (this “Memorandum”), dated as of the Closing Date referred to
above, confirms the sale by American Home Mortgage Corp. (the “Company”) to Bank
of America, National Association (the “Purchaser”), and the purchase by the
Purchaser from the Company, of the first [and second] lien adjustable and fixed
rate residential mortgage loans on a servicing retained basis described on the
Mortgage Loan Schedule attached as Schedule I hereto
(the “Mortgage Loans”), pursuant to the terms of the Master Bulk Sale and
Servicing Agreement, dated as of June 1, 2007, by and among the Purchaser, the
Company and American Home Mortgage Servicing, Inc. (the “Servicer”) (the
“Agreement”).

     

    For good
and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the Company does hereby bargain, sell, convey, assign and transfer
to the Purchaser without recourse, except as provided in the Agreement, and on a
servicing retained basis, all right, title and interest of the Company in and to
each of the Mortgage Loans, together with all documents maintained as part of
the related Mortgage Files, all Mortgaged Properties which secure any Mortgage
Loan but are acquired by foreclosure, deed in lieu of foreclosure after the
Cut-off Date or otherwise, all payments of principal and interest received on
the Mortgage Loans after the Cut-off Date, all other unscheduled collections
collected in respect of the Mortgage Loans after the Cut-off Date, and all
proceeds of the foregoing, subject, however, to the rights of the Company under
the Agreement.

     

    The
Company hereby acknowledges receipt of the Purchase Price with respect to the
Mortgage Loans.

     

    The
Company has delivered to the Custodian prior to the date hereof the Mortgage
Loan Documents with respect to each Mortgage Loan required to be delivered under
the Agreement.

     

    The
Company hereby acknowledges its duties and obligations under the Agreement with
respect to the Mortgage Loans.

     

    Capitalized
terms that are used herein but are not defined herein shall have the respective
meanings set forth in the Agreement.

     


    
      
         


      

      
        EXHIBIT D
- Page 1

        
          

        

      

      
         


      

    


    IN
WITNESS WHEREOF, the parties hereto, by the hands of their duly authorized
officers, execute this Memorandum as of the Closing Date referred to
above.

     

    


    
      	
              BANK
      OF AMERICA,

              NATIONAL
      ASSOCIATION,

              as
      Purchaser

            	
              AMERICAN
      HOME MORTGAGE CORP.,

              as
      Company

            
	 
      	 
      
	
              By:

            	 
      	
              By:

            	 
      
	 
      	 
      	 
      	 
      
	
              Name:

            	 
      	
              Name:

            	 
      
	 
      	 
      	 
      	 
      
	
              Its:

            	 
      	
              Its:

            	 
      


    

    


    



    
      
         


      

      
        EXHIBIT D
- Page 2

        
          

        

      

      
         


      

    


    EXHIBIT
E

     

    FORM OF
ASSIGNMENT, ASSUMPTION AND RECOGNITION AGREEMENT

     

    [DATE OF
ASSIGNMENT]

     

    ASSIGNMENT,
ASSUMPTION AND RECOGNITION AGREEMENT dated ___________________, among
_________________,  (“Assignor”),
_________________,  (“Assignee”) and American Home Mortgage Corp. (the
“Company”):

     

    For and
in consideration of the sum of one dollar ($1.00) and other valuable
consideration the receipt and sufficiency of which are hereby acknowledged, and
of the mutual covenants herein contained, the parties hereto hereby agree as
follows:

     

    1.           With
respect to the Mortgage Loans listed on Exhibit A hereto, the
Assignor hereby grants, transfers and assigns to Assignee all of the right,
title and interest of Assignor, as Purchaser, in, to and under that certain
Master Bulk Sale and Servicing Agreement (the “Master Bulk Sale and Servicing
Agreement”), dated as of June 1, 2007, and the Memorandum of Sale dated [INSERT
DATE] (together with the Master Bulk Sale and Servicing Agreement, the “Master
Sale Agreement”), each by and among Bank of America, National Association (the
“Purchaser”), the Company and American Home Mortgage Servicing, Inc. (the
“Servicer”), and the Mortgage Loans delivered thereunder by the Company to the
Assignor.

     

    2.           The
Assignor warrants and represents to, and covenants with, the Assignee
that:

     

    a.           The
Assignor is the lawful owner of the Mortgage Loans with the full right to
transfer the Mortgage Loans free from any and all claims and encumbrances
whatsoever;

     

    b.           The
Assignor has not received notice of, and has no knowledge of, any offsets,
counterclaims or other defenses available to the Company with respect to the
Master Sale Agreement or the Mortgage Loans;

     

    c.           The
Assignor has not waived or agreed to any waiver under, or agreed to any
amendment or other modification of, the Master Sale Agreement or the Mortgage
Loans.  The Assignor has no knowledge of, and has not received notice
of, any waivers under or amendments or other modifications of, or assignments of
rights or obligations under, the Master Sale Agreement or the Mortgage Loans;
and

     

    d.           Neither
the Assignor nor anyone acting on its behalf has offered, transferred, pledged,
sold or otherwise disposed of the Mortgage Loans, any interest in the Mortgage
Loans or any other similar security to, or solicited any offer to buy or accept
a transfer, pledge or other disposition of the Mortgage Loans, any interest in
the Mortgage Loans or any other similar security from, or otherwise approached
or negotiated with respect to the Mortgage Loans, any interest in the Mortgage
Loans or any other similar security with, any person in any manner, or made any
general solicitation by means of general advertising or in any other manner, or
taken any other action which would constitute a distribution of the Mortgage
Loans under the Securities Act of 1933 (the “Securities Act”) or which would
render the disposition of the

     


    
      
         


      

      
        EXHIBIT E
- Page 1

        
          

        

      

      
         


      

    


    Mortgage
Loans a violation of Section 5 of the Securities Act or require registration
pursuant thereto.

     

    3.           That
Assignee warrants and represent to, and covenants with, the Assignor and the
Company pursuant to Section 9.06 of the Master Sale Agreement that:

     

    a.           The
Assignee agrees to be bound, as Purchaser, by all of the terms, covenants and
conditions of the Master Sale Agreement and the Mortgage Loans, and from and
after the date hereof, the Assignee assumes for the benefit of each of the
Company and the Assignor all of the Assignor’s obligations as purchaser
thereunder;

     

    b.           The
Assignee understands that the Mortgage Loans have not been registered under the
Securities Act or the securities laws of any state;

     

    c.           The
purchase price being paid by the Assignee for the Mortgage Loans is in excess of
$250,000.00 and will be paid by cash remittance of the full purchase price
within sixty (60) calendar days of the sale;

     

    d.           The
Assignee is acquiring the Mortgage Loans for investment for its own account only
and not for any other person.  In this connection, neither the
Assignee nor any person authorized to act therefor has offered to sell the
Mortgage Loans by means of any general advertising or general solicitation
within the meaning of Rule 502(c) Regulation D promulgated under the Securities
Act;

     

    e.           The
Assignee considers itself a substantial sophisticated institutional investor
having such knowledge and experience in financial and business matters that it
is capable of evaluating the merits and risks of investment in the Mortgage
Loans;

     

    f.           The
Assignee has been furnished with all information regarding the Mortgage Loans
that it has requested from the Assignor or the Company;

     

    g.           Neither
the Assignee nor anyone acting on its behalf has offered, transferred, pledged,
sold or otherwise disposed of the Mortgage Loans, any interest in the Mortgage
Loans or any other similar security to, or solicited any offer to buy or
accepted a transfer, pledge or other disposition of the Mortgage Loans, any
interest in the Mortgage Loans or any other similar security from, or otherwise
approached or negotiated with respect to the Mortgage Loans, any interest in the
Mortgage Loans or any other similar security with, any person in any manner
which would constitute a distribution of the Mortgage Loans under the Securities
Act or which would render the disposition of the Mortgage Loans a violation of
Section 5 of the Securities Act or require registration pursuant thereto, nor
will it act, nor has it authorized or will it authorize any person to act, in
such manner with respect to the Mortgage Loans; and

     

    h.           Either
(1) the Assignee is not an employee benefit plan (“Plan”) within the meaning of
section 3(3) of the Employee Retirement Income Security Act of 1974, as amended
(“ERISA”) or a plan (“Plan”) within the meaning of section 4975(e)(1) of the
Internal Revenue Code of 1986 (“Code”), and the Assignee is not directly or
indirectly purchasing the Mortgage Loans on behalf of, investment manager of, as
named fiduciary of, as trustee of, or with assets of,

     


    
      
         


      

      
        EXHIBIT E
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    a Plan;
or (2) the Assignee’s purchase of the Mortgage Loans will not result in a
prohibited transaction under section 406 of ERISA or section 4975 of the
Code.

     

    i.           The
Assignee’s address for purposes of all notices and correspondence related to the
Mortgage Loans and the Master Sale Agreement is:

     

    [NAME AND
ADDRESS OF ASSIGNEE]

    Attention:

    Telephone:

    Fax:

     

    The
Assignee’s wire transfer instructions for purposes of all remittances and
payments related to the Mortgage Loans and the Master Sale Agreement
is:

     

    For the
account of [NAME OF ASSIGNEE]

    A/C#:

    ABA#:

    Attn:

    Taxpayer
ID#:

     

    4.           Accuracy
of the Master Sale Agreement.

     

    The
Company and the Assignor represent and warrant to the Assignee that (i) attached
hereto as Exhibit
B are true, accurate and complete copies of the Master Sale Agreement and
all amendments and modifications, if any, thereto and (ii) the Master Sale
Agreement has not been amended or modified in any respect, except as set forth
in this Agreement.  The Company represents and warrants that as of the
date hereof, the representations and warranties referenced in Section 3.01 are
true and correct as of the date hereof and the representations and warranties
referenced in Section 3.02 of the Agreement were true and correct as of the
related Closing Date.

     

    5.           Recognition
of Assignee.

     

    From and
after the date hereof, the Company shall note the transfer of the Mortgage Loans
to the Assignee in its books and records and the Company shall recognize the
Assignee as the owner of the Mortgage Loans.  It is the intention of
the Assignor, the Company and the Assignee that the Master Sale Agreement shall
be binding upon and inure to the benefit of the Company and the Assignee and
their respective successors and assigns.

     

    [Signatures
Follow]

     


    
      
         


      

      
        EXHIBIT E
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    IN
WITNESS WHEREOF, the parties have caused this Assignment, Assumption and
Recognition Agreement be executed by their duly authorized officers as of the
date first above written.

     

    
      	
              [NAME
      OF ASSIGNOR]

              Assignor

            	
              [NAME
      OF ASSIGNEE]

              Assignee

            
	 
      	 
      
	
              By:

            	 
      	
              By:

            	 
      
	 
      	 
      	 
      	 
      
	
              Name:

            	 
      	
              Name:

            	 
      
	 
      	 
      	 
      	 
      
	
              Its:

            	 
      	
              Its:

            	 
      


    

    


    


    


    


    
      	
              AMERICAN
      HOME MORTGAGE CORP.

              Company

            	
              AMERICAN
      HOME MORTGAGE SERVICING, INC.

              Servicer

            
	 
      	 
      
	
              By:

            	 
      	
              By:

            	 
      
	 
      	 
      	 
      	 
      
	
              Name:

            	 
      	
              Name:

            	 
      
	 
      	 
      	 
      	 
      
	
              Its:

            	 
      	
              Its:

            	 
      


    

    


    


    


    



    
      
         


      

      
        EXHIBIT E
- Page 4

        
          

        

      

      
         


      

    


    EXHIBIT
F

     

    UNDERWRITING
GUIDELINES

     

    [Attached
hereto]

     

    


     


    
      
         


      

      
        EXHIBIT F
- Page 1

        
          

        

      

      
         


      

    


    EXHIBIT
G

     

    FORM OF
OPINION OF COUNSEL

     

    


    


    


    


    [___________],
[____]

     

    Bank of
America, National Association

    Hearst
Tower

    NC1-027-21-04

    214 North
Tryon Street, 21st
Floor

    Charlotte,
North Carolina 28255

     

    Re:           American
Home Mortgage Corp.

     

    Ladies
and Gentlemen:

     

    I am
special counsel for American Home Mortgage Corp., a [_______] corporation (the
“Company”), with respect to certain matters in connection with the sale of
Mortgage Loans pursuant to that certain Master Bulk Sale and Servicing Agreement
by and between the Company, American Home Mortgage Servicing, Inc. and Bank of
America, National Association, dated as of June 1, 2007 (the
“Agreement”).  Capitalized terms not otherwise defined herein have the
meanings given them in the Agreement.

     

    In
rendering the opinions set forth below, I have examined and relied upon
originals or copies, certified or otherwise identified to my satisfaction, of
the certificate of incorporation and by-laws of the Company, the Agreement and
such corporate records, agreements or other instruments of the Company, and such
certificates, records and other documents, agreements and instruments, as I have
deemed necessary and proper as the basis for my opinions.  In
connection with such examination, I have assumed the genuineness of all
signatures, the authenticity of all documents, agreements and instruments
submitted to me as originals, the conformity to original documents, agreements
and instruments of all documents, agreements and instruments submitted to me as
copies or specimens, the authenticity of the originals of such documents,
agreements and instruments submitted to us as copies or specimens, the
conformity to executed original documents of all documents submitted to me in
draft and the accuracy of the matters set forth in the documents we
reviewed.  I have also assumed that all documents, agreements and
instruments have been duly authorized, executed and delivered by all parties
thereto.  As to any facts material to such opinions that I did not
independently establish or verify, I have relied upon statements and
representations of officers and other representatives of the Company as I have
deemed necessary and proper as the basis for my opinions, including, among other
things, the representations and warranties in the Agreement.

     

    Based
upon the foregoing, I am of the opinion that:

     


    
      
         


      

      
        EXHIBIT G
- Page 1

        
          

        

      

      
         


      

    


    1.           The
Company is a corporation duly organized, validly existing and in good standing
under the laws of the state of New York.

     

    2.           The
Company has the power to engage in the transactions contemplated by the
Agreement and all requisite power, authority and legal right to execute and
deliver the Agreement, and to perform and observe the terms and conditions of
the Agreement.

     

    3.           Each
person who, as an officer of the Company, signed (a) the Agreement, and (b) any
other document delivered prior hereto or on the date hereof in connection with
the sale, servicing and securitization of the Mortgage Loans was, at the
respective times of such signing and delivery, and is, as of the date hereof,
duly elected or appointed, qualified and acting as such officer, and the
signatures of such persons appearing on such documents are their genuine
signatures.

     

    4.           The
Agreement has been duly authorized, executed and delivered by the Company and is
a legal, valid and binding agreement, enforceable in accordance with its 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.

     

    5.           The
Company has been duly authorized to allow its officers to execute any and all
documents by original signature in order to complete the transactions
contemplated by the Agreement, and by original or facsimile signature in order
to execute the endorsements of the Mortgage Notes and the Assignments of
Mortgages, and the original or facsimile signature of the officer of the Company
executing the endorsements of the Mortgage Notes and the Assignments of
Mortgages represents the legal and valid signature of said officer of the
Company.

     

    6.           Either
(i) no consent, approval, authorization or order of any court or governmental
agency or body is required for the execution, delivery and performance by the
Company of or compliance by the Company with the Agreement, or the consummation
of the transactions contemplated by the Agreement; or (ii) any required consent,
approval, authorization or order has been obtained by the Company.

     

    7.           Neither
the consummation of the transactions contemplated by, nor the fulfillment of the
terms of the Agreement, will conflict with or result in a breach of or
constitute a default under the charter or by-laws of the Company, the terms of
any indenture or other agreement or instrument to which the Company is a party
or by which it is bound or to which it is subject, or violate any statute or
order, rule, regulations, writ, injunction or decree of any court, governmental
authority or regulatory body to which the Company is subject or by which it is
bound.

     

    8.           There
is no action, suit, proceeding or investigation pending or, to the best of my
knowledge, threatened against the Company which, in my opinion, either in any
one instance or in the aggregate, would likely result in any material adverse
change in the business, operations, financial condition, properties or assets of
the Company or in any material impairment of the right or ability of the Company
to carry on its business substantially as now conducted or in any material
liability on the part of the Company or which would draw into question the
validity of

     


    
      
         


      

      
        EXHIBIT G
- Page 2

        
          

        

      

      
         


      

    


    the
Agreement, or of any action taken or to be taken in connection with the
transactions contemplated thereby, or which would be likely to impair materially
the ability of the Company to perform under the terms of the
Agreement.

     

    9.           The
sale of each Mortgage Note and Mortgage as and in the manner contemplated by the
Agreement is sufficient fully to transfer all right, title and interest of the
Company thereto as noteholder and mortgagee, apart from the rights to service
the Mortgage Loans pursuant to the Agreement.

     

    10.           The
form of endorsement that is to be used with respect to the Mortgage Loans is
legally valid and sufficient to duly endorse the Mortgage Notes to the
Purchaser.

     

    The
Opinions expressed herein are limited to matters of federal and _______ law and
do not purport to cover any matters as to which laws of any other jurisdiction
are applicable.  Except as expressly provided herein, this opinion is
being furnished to the addressees hereof solely for their benefit in connection
with the transactions contemplated in the Agreement, and it is not to be used,
circulated, quoted or otherwise referred to for any purpose without my express
written consent.

     

    


    


    
      	 
      	
              Sincerely,

               

               

            
	 
      	
              By:

            	 
      
	 
      	 
      	
              [Name
      of Counsel]

            
	 
      	 
      	 
      
	 
      	
              Its:

            	 
      
	 
      	 
      	
              [Special
      Counsel]

            


    

    



    
      
         


      

      
        EXHIBIT G
- Page 3

        
          

        

      

      
         


      

    


    EXHIBIT
H

     

    REPRESENTATIONS,
WARRANTIES AND COVENANTS OF THE COMPANY

     

    Each of
the Company and the Servicer (except with respect to Subsections l and n) hereby
represents, warrants and covenants that, as of the related Closing Date, or as
of such date specifically provided herein:

     

    (a)           Due Organization and
Authority:  It is duly organized, validly existing and in good
standing under the laws of the jurisdiction and has all licenses necessary to
carry on its business as now being conducted, except where the failure to be so
licensed or qualified would not result in a Material Adverse Change, and is
licensed, qualified and in good standing in each state where a Mortgaged
Property is located if the laws of such state require licensing or qualification
in order to conduct business of the type conducted it, and in any event it is in
compliance with the laws of any such state to the extent necessary to ensure the
enforceability of the related Mortgage Loan and the servicing of such Mortgage
Loan in accordance with the terms of this Agreement; it has the full corporate
power and authority to execute and deliver this Agreement and to perform in
accordance herewith; the execution, delivery and performance of this Agreement
(including all instruments of transfer to be delivered pursuant to this
Agreement) by it and the consummation of the transactions contemplated hereby
have been duly and validly authorized; this Agreement evidences the valid,
binding and enforceable obligation of it, subject to bankruptcy, insolvency,
moratorium and other principles of equity affecting the rights of creditors
generally, whether considered in a proceeding at law or in equity; and all
requisite corporate action has been taken by it to make this Agreement valid and
binding upon it in accordance with its terms;

     

    (b)           Ordinary Course of
Business: The consummation of the transactions contemplated by this
Agreement are in the ordinary course of business of it and its affiliates, which
are in the business of originating, acquiring, selling and servicing mortgage
loans, and the transfer, assignment and conveyance of the Mortgage Notes and the
Mortgages by it pursuant to this Agreement are not subject to the bulk transfer
or any similar statutory provisions in effect in any applicable
jurisdiction;

     

    (c)           No
Conflicts:  Neither the execution and delivery of this
Agreement, the acquisition of the Mortgage Loans by the Company, the sale of the
Mortgage Loans to the Purchaser or the transactions contemplated hereby, nor the
fulfillment of or compliance with the terms and conditions of this Agreement
will conflict with or result in a breach of any of the terms or provisions of
(i) its organizational documents or (ii) any agreement or instrument to which it
is now a party or by which it is bound, except for such conflicts, breaches or
defaults in the case which, individually or the aggregate, would not result in a
Material Adverse Change, or constitute a default or result in the violation of
any law, rule, regulation, order, judgment or decree to which it or its property
is subject, or impair the ability of the Purchaser to realize on the Mortgage
Loans, or impair the value of the Mortgage Loans;

     

    (d)           Approvals:  The
Company is a HUD approved mortgagee pursuant to Section 203 of the National
Housing Act and is in good standing to sell mortgage loans to and service
mortgage loans for Fannie Mae or Freddie Mac, and no event has occurred,
including but not

     


    
      
         


      

      
        EXHIBIT H
- Page 1

        
          

        

      

      
         


      

    


    limited
to a change in insurance coverage, which would make the Company unable to comply
with Fannie Mae or Freddie Mac eligibility requirements or which would require
notification to either Fannie Mae or Freddie Mac;

     

    (e)           Reasonable Servicing Fee;
Fair Consideration:  The Company acknowledges and agrees that
the Servicing Fee represents reasonable compensation for performing such
services and that the entire Servicing Fee shall be treated by the Company, for
accounting and tax purposes, as compensation for the servicing and
administration of the Mortgage Loans pursuant to this Agreement.  The
consideration received by the Company upon the sale of the Mortgage Loans under
this Agreement shall constitute fair consideration and reasonably equivalent
value for the Mortgage Loans;

     

    (f)           Ability to Perform;
Solvency:  The Company does not believe, nor does it have any
reason or cause to believe, that it cannot perform each and every one of its
covenants contained in this Agreement.  The Company is solvent and the
sale of the Mortgage Loans will not cause the Company to become
insolvent.  The sale of the Mortgage Loans is not undertaken to
hinder, delay or defraud any of the Company’s creditors;

     

    (g)           No Litigation
Pending:  There is no action, suit, proceeding or investigation
pending or to its knowledge threatened against the Company which, either in any
one instance or in the aggregate, may result in any material adverse change in
the business, operations, financial condition, properties or assets of the
Company, or in any material impairment of the right or ability of the Company to
carry on its business substantially as now conducted, or in any material
liability on the part of the Company, or which would draw into question the
validity of this Agreement or the Mortgage Loans or of any action taken or to be
contemplated herein, or which would be likely to impair materially the ability
of the Company to perform under the terms of this Agreement;

     

    (h)           No Consent
Required:  No consent, approval, authorization or order of any
court or governmental agency or body is required for the execution, delivery and
performance by the Company of, or compliance by the Company with, this Agreement
or the sale of the Mortgage Loans as evidenced by the consummation of the
transactions contemplated by this Agreement, or if required, such consent,
approval, authorization or order has been obtained prior to the related Closing
Date;

     

    (i)           No Untrue
Information:  None of the information set forth in the Mortgage
Loan Schedule attached to the related Memorandum of Sale and the information
contained in any related electronic data file delivered to the Purchaser by it,
nor any statement, report or other document furnished or to be furnished by or
on behalf of it pursuant to this Agreement or in connection with the
transactions contemplated hereby contains any untrue statement of material fact
or omits to state a material fact necessary to make the statements contained
therein, in light of the circumstances in which they were made, not
misleading;

     

    (j)           No Brokers’
Fees:  It has not dealt with any broker, investment banker,
agent or other Person that may be entitled to any commission or compensation in
connection with the sale of the Mortgage Loans;

     


    
      
         


      

      
        EXHIBIT H
- Page 2

        
          

        

      

      
         


      

    


    (k)           Anti-Money Laundering Law
Compliance:  It 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”);
it 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
applicable Mortgagor and the origin of the assets used by the said Mortgagor to
purchase the property in question, and maintains, and will maintain, sufficient
information to identify the applicable Mortgagor for purposes of the Anti-Money
Laundering Laws;

     

    (l)           Securities Law
Compliance:  Neither it nor anyone acting on its behalf has
offered, transferred, pledged, sold or otherwise disposed of any Mortgage Loans,
any interest in any Mortgage Loans or any other similar security to, or
solicited any offer to buy or accept a transfer, pledge or other disposition of
any Mortgage Loans, any interest in any Mortgage Loans or any other similar
security from, or otherwise approached or negotiated with respect to any
Mortgage Loans, any interest in any Mortgage Loans or any other similar security
with, any person in any manner, or made any general solicitation by means of
general advertising or in any other manner, or taken any other action which
would constitute a distribution of the Mortgage Loans under the Securities Act
of 1933 or which would render the disposition of any Mortgage Loans a violation
of Section 5 of the Securities Act of 1933 Act or require registration pursuant
thereto, nor will it act, nor has it authorized or will it authorize any person
to act, in such manner with respect to the Mortgage Loans;

     

    (m)           MERS:  It
is in good standing, and will comply in all material respects with the rules and
procedures of MERS in connection with the servicing of the MERS Designated
Mortgage Loans.  On or within five (5) Business Days following the
related Closing Date, the Company will transfer rights to the Purchaser on the
MERS system with respect to each MERS Designated Mortgage Loan and will ensure
that no Person is designated on the MERS system as Interim Funder for each MERS
Designated Mortgage Loan;

     

    (n)           Financial
Statements:  It has delivered to the Purchaser financial
statements as requested by the Purchaser.  All such financial
statements fairly present the pertinent results of operations and changes in
financial position for each of such periods and the financial position at the
end of each such period of the Company and its affiliates, on a consolidated
basis, and have been prepared in accordance with GAAP.  There has been
no change in its business, operations, financial condition, properties or assets
since the date of the Company’s financial statements that would have a material
adverse effect on its ability to perform its obligations under this
Agreement;

     

    (o)           Ability to
Service:  It is an approved seller/servicer of conventional
residential mortgage loans for Fannie Mae or Freddie Mac, with the facilities,
procedures, and experienced personnel necessary for the sound servicing of
mortgage loans of the same type as the Mortgage Loans; and

     

    (p)           Compliance with the FACT
Act:  As of the Closing Date, the sale or transfer of each
Mortgage Loan by the Company complies with all applicable federal, state and
local laws, rules and regulations governing such sale or transfer, including
without limitation, the Fair and

     


    
      
         


      

      
        EXHIBIT H
- Page 3

        
          

        

      

      
         


      

    


    Accurate
Transactions Act (the “FACT Act”) and the Fair Credit Reporting Act, each as may
be amended from time to time, and the Company has not received any actual or
constructive notice of any identity theft, fraud, or other misrepresentation in
connection with such Mortgage Loan or any party thereto.

     


    
      
         


      

      
        EXHIBIT H
- Page 4

        
          

        

      

      
         


      

    


    EXHIBIT
I

     

    REPRESENTATIONS,
WARRANTIES AND COVENANTS REGARDING

    INDIVIDUAL
MORTGAGE LOANS

     

    The
Company hereby represents, warrants, and covenants with respect to the Mortgage
Loans that as of the related Closing Date for such Mortgage Loan:

     

    1.           Representations,
Warranties, and Covenants Regarding Individual Mortgage Loans:

     

    (a)           Mortgage Loans as
Described:  The information set forth in the Mortgage Loan
Schedule annexed to the related Memorandum of Sale and the information contained
on the related electronic data file delivered to the Purchaser is complete, true
and correct;

     

    (b)           Payments
Current:  All payments required to be made prior to the related
Cut-off Date for the Mortgage Loan under the terms of the Mortgage Note, other
than payments not yet thirty (30) days delinquent, have been made and
credited.  No payment under any Mortgage Loan has been thirty (30)
calendar days or more delinquent since the origination of such Mortgage
Loan;

     

    (c)           No Outstanding
Charges:  All taxes, governmental assessments, insurance
premiums, leasehold payments, ground rents, water, sewer and municipal charges,
which previously became due and owing have been paid, or an escrow of funds has
been established in an amount sufficient to pay for every such item which
remains unpaid and which has been assessed but is not yet due and
payable.  The Company has not advanced funds, or induced, or solicited
directly or indirectly, the payment of any amount required under the Mortgage
Loan, except for (i) payments in the nature of escrow payments and (ii) interest
accruing from the date of the Mortgage Note or date of disbursement of the
Mortgage Loan proceeds, whichever is later, to the day which precedes by one
month the Due Date of the first installment of principal and
interest;

     

    (d)           Original Terms
Unmodified:  The terms of the Mortgage Note and Mortgage have
not been impaired, waived, altered or modified in any respect, except by a
written instrument which has been recorded, if necessary, to protect the
interests of the Purchaser and maintain the lien priority of the Mortgage and
which has been delivered to the Custodian.  The substance of any such
waiver, alteration or modification has been approved by the issuer of any
related PMI Policy and the title insurer, to the extent required by the policy,
and with respect to the Non-Conventional Mortgage Loans, FHA or VA, as
applicable, and its terms are reflected on the Mortgage Loan Schedule and
related electronic data file.  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
issuer of any related PMI Policy and the title insurer, to the extent required
by the policy, and with respect to the Non-Conventional Mortgage Loans, FHA or
VA, as applicable, and which assumption agreement is part of the Mortgage File
delivered to the Custodian and the terms of which are reflected on the related
Mortgage Loan Schedule and related electronic data file;

     


    
      
         


      

      
        EXHIBIT I
- Page 1

        
          

        

      

      
         


      

    


    (e)           No
Defenses:  The Mortgage Note and the Mortgage are not subject
to any right of rescission, set-off, counterclaim or defense, including without
limitation the defense of usury, nor will the operation of any of the terms of
the Mortgage Note or the Mortgage, or the exercise of any right thereunder,
render either the Mortgage Note or the Mortgage unenforceable, in whole or in
part, or subject to any right of rescission, set-off, counterclaim or defense,
including without limitation the defense of usury, and no such right of
rescission, set-off, counterclaim or defense has been asserted with respect
thereto, and no Mortgagor was a debtor in any state or federal bankruptcy or
insolvency proceeding at the time the Mortgage Loan was originated;

     

    (f)           No Satisfaction of
Mortgage:  The Mortgage has not been satisfied, canceled,
subordinated (except with respect to the subordination of any Second Lien
Mortgage Loan to the related first lien mortgage loans) 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, release, cancellation, subordination (except
with respect to the subordination of any Second Lien Mortgage Loan to the
related First Lien) or rescission;

     

    (g)           Validity of Mortgage
Documents:  The Mortgage Note, the Mortgage and, in the case of
a Cooperative Loan, the related Security Agreement, and related documents are
genuine, and each is the legal, valid and binding obligation of the Mortgagor
enforceable in accordance with its terms, subject to bankruptcy, insolvency,
moratorium and other principles of equity affecting the rights of creditors
generally, whether considered in the proceeding at law or in
equity.  All parties to the Mortgage Note, the Mortgage and, in the
case of a Cooperative Loan, the related Security Agreement, had 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;

     

    (h)           Note as
“Instrument”:  Each Mortgage Note is comprised of one original
promissory note and each such promissory note constitutes an “instrument” for
purposes of Section 9-102(a)(65) of the Uniform Commercial Code in effect in the
applicable jurisdiction;

     

    (i)           No
Fraud:  No fraud, error, omission, misrepresentation,
negligence, or similar occurrence with respect to a Mortgage Loan has taken
place on the part of the Company or the Mortgagor, any appraiser, any builder or
any developer, any servicer or any other party involved in the solicitation or
origination of the Mortgage Loan or in the application for 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.  If a mortgage insurer fails
to pay a claim submitted with respect to the related Mortgage Loan as a result
of the mortgage insurer successfully asserting a defense based on fraud, then
such failure to pay shall constitute a breach of this representation which
materially and adversely affects the interests of the owner of the Mortgage
Loan;

     

    (j)           Compliance with Applicable
Laws:  All requirements of any applicable federal, state or
local law including, without limitation, all applicable predatory and abusive
lending, usury, truth-in-lending, real estate settlement procedures, consumer
credit protection (including Uniform Consumer Credit Code laws), fair credit
reporting, unfair collection practices, equal

     


    
      
         


      

      
        EXHIBIT I
- Page 2

        
          

        

      

      
         


      

    


    credit
opportunity or fair housing and disclosure laws applicable to the solicitation,
origination, servicing and collection of the Mortgage Loan have been complied
with, the Mortgagor received all disclosure materials required by applicable law
with respect to the making of mortgage loans of the same type as the Mortgage
Loan and, if the Mortgage Loan is a refinanced Mortgage Loan, rescission
materials required by applicable laws, and the Company shall maintain in its
possession, available for the Purchaser’s inspection, and shall deliver to the
Purchaser upon demand, evidence of compliance with all such
requirements.  All inspections, licenses and certificates required to
be made or issued with respect to all occupied portions of the Mortgaged
Property and, with respect to the use and 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;

     

    (k)           Location and Type of
Mortgaged Property:  The Mortgaged Property is located in the
state identified in the Mortgage Loan Schedule and consists of a contiguous
parcel of real property with a detached single family residence erected thereon,
or a two- to four-family dwelling, or an individual condominium unit in a
condominium project, an individual unit in a planned unit development or a
townhouse or a Cooperative Unit.  None of the Mortgaged Properties are
manufactured homes, log homes, mobile homes, geodesic domes or other unique
property types.  As of the respective appraisal date for each
Mortgaged Property, no portion of the Mortgaged Property was being used for
commercial or mixed-use purposes and, to the Company’s knowledge, since the date
of such Appraisal, no portion of the Mortgaged Property has been used for
commercial purposes.  No Mortgage Loan finances builder
inventory.  If the Mortgaged Property is a condominium unit or a
planned unit development (other than a de minimus planned unit development) such
condominium or planned unit development project meets Fannie Mae or Freddie Mac
eligibility requirements or is located in a condominium or planned unit
development project which has received Fannie Mae or Freddie Mac project
approval and the representations and warranties required by Fannie Mae or
Freddie Mac with respect to such condominium or planned unit development have
been made and remain true and correct in all respects.  If the
Mortgaged Property is next to another Mortgaged Property, such “row houses” do
not, in the aggregate for all the Mortgage Loans in the Mortgage Loan Package,
represent more than 1.0% of the aggregate principal balance of such Mortgage
Loan Package;

     

    (l)           Valid First or Second
Lien:  The Mortgage is a valid, subsisting and enforceable
first or, in the case of the Second Lien Mortgage Loans, second lien on the
Mortgaged Property, including all buildings on the Mortgaged Property and all
installations and mechanical, electrical, plumbing, heating and air conditioning
systems located in or annexed to such buildings, and all additions, alterations
and replacements made at any time with respect to the foregoing.  The
lien of the Mortgage is subject only to:

     

    (i)           the
lien of current real property taxes and assessments not yet due and
payable;

     

    (ii)           covenants,
conditions and restrictions, rights of way, easements and other matters of the
public record as of the date of recording acceptable to mortgage lending
institutions generally and specifically referred to in the lender’s title
insurance policy delivered to the Originator of the Mortgage Loan and (i)
referred to or otherwise considered in the Appraisal made for the Originator of
the Mortgage Loan and (ii) which

     


    
      
         


      

      
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    do not
adversely affect the Appraised Value of the Mortgaged Property set forth in such
Appraisal;

     

    (iii)           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; and

     

    (iv)           the
First Lien on the related Mortgaged Property, in the case of Second Lien
Mortgage Loans;

     

    Any
security agreement, chattel mortgage or equivalent document related to and
delivered in connection with the Mortgage Loan establishes and creates a valid,
subsisting and enforceable (A) first lien and first priority security interest
with respect to each first lien Mortgage Loan or (B) second lien and second
priority security interest with respect to each Second Lien Mortgage Loan, in
either case, on the property described therein and the Company has full right to
sell and assign the same to the Purchaser.  Except as indicated on the
related Mortgage Loan Schedule with respect to first lien Mortgage Loans that
are subject to a Second Lien Mortgage Loan, 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.  With respect to any
Cooperative Loan, the Security Agreement is a valid, subsisting and enforceable
first priority security interest on the related Cooperative Shares securing the
Mortgage Note, subject only to (a) liens of the related residential Cooperative
Corporation for unpaid assessments representing the Mortgagor’s pro rata share
of the related residential Cooperative Corporation’s payments for its blanket
mortgage, current and future real property taxes, insurance premiums,
maintenance fees and other assessments to which like collateral is commonly
subject and (b) other matters to which like collateral is commonly subject which
do not materially interfere with the benefits of the security interest intended
to be provided by such Security Agreement.

     

    (m)           Full Disbursement of
Proceeds:  The proceeds of the Mortgage Loan have been fully
disbursed or credited to or for the account of the Mortgagor, and there is no
requirement for future advances thereunder and any and all requirements as to
completion of any on-site or off-site improvement and as to disbursements of any
escrow funds therefor have been complied with.  Any and all
requirements as to completion of any on-site or off-site improvements and any
and all requirements as to disbursements of escrow funds for such improvements
have been complied with.  All costs, fees and expenses incurred in
making or closing the Mortgage Loan and the recording of the Mortgage were paid,
and the Mortgagor is not entitled to any refund of any amounts paid or due under
the Mortgage Note or Mortgage;

     

    (n)           Consolidation of Future
Advances:  Any future advances made prior to the related
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 reflected on the Mortgage
Loan Schedule.  The lien of the Mortgage securing  the
consolidated principal amount is expressly insured as having first lien priority
(or, in the case of a Second Lien Mortgage Loan, second lien priority) by a
title insurance policy, an endorsement to the policy insuring the mortgagee’s
consolidated interest or by other title

     


    
      
         


      

      
        EXHIBIT I
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    evidence
acceptable to, with respect to the Conventional Mortgage Loans, Fannie Mae or
Freddie Mac, and with respect to the Non-Conventional Mortgage Loans, FHA or VA,
as applicable; the consolidated principal amount does not exceed the original
principal amount of the Mortgage Loan; the Company shall not make future
advances after the related Cut-off Date;

     

    (o)           Ownership:  The
Company is a sole legal, beneficial and equitable owner of the Mortgage Note and
the Mortgage.  The Company has full right and authority under all
governmental and regulatory bodies having jurisdiction over the Company, subject
to no interest or participation of, or agreement with, any party, to transfer
and sell the Mortgage Loan to the Purchaser pursuant to this Agreement free and
clear of any encumbrance or right of others, equity, lien, pledge, charge,
mortgage, claim, participation interest or security interest of any nature
(collectively, a “Lien”); and immediately upon the transfers and assignments
herein contemplated, the Company shall have transferred and sold all of its
right, title and interest in and to each Mortgage Loan to the Purchaser and the
Purchaser will hold good, marketable and indefeasible title to, and be the owner
of, each Mortgage Loan subject to no Lien;

     

    (p)           Origination/Doing
Business:  The Mortgage Loan was originated by a savings and
loan association, a savings bank, a commercial bank, a credit union, an
insurance company, or similar institution that is supervised and examined by a
federal or state authority or by a mortgagee approved by the Secretary of
Housing and Urban Development pursuant to Sections 203 and 211 of the National
Housing Act.  All parties which have had any legal interest in the
Mortgage Loan, whether as mortgagee, assignee, pledgee or otherwise, are (or,
during the period in which they held and disposed of such interest, were) (1) in
compliance with any and all applicable licensing requirements of the laws of the
state wherein the Mortgaged Property is located, and any qualification
requirements of, with respect to the Non-Conventional Mortgage Loans, FHA or VA,
as applicable, and (2) either (A) organized under the laws of such state,
(B) qualified or exempt from qualification to do business in such state,
(C) federal savings and loan associations or national banks having principal
offices in such state, or (D) not doing business in such state;

     

    (q)           LTV, PMI
Policy:  No Mortgage Loan has an LTV at origination in excess
of 100%.  With respect to each Conventional Mortgage Loan with an LTV
at origination in excess of 80% that is subject to a Primary Mortgage Insurance
Policy, such Primary Mortgage Insurance Policy was issued by an insurer
acceptable to Fannie Mae or Freddie Mac at the time of origination, which
insures that portion of the Conventional Mortgage Loan in excess of the portion
of the Appraised Value of the Mortgaged Property as required by Fannie
Mae.  Each Non-Conventional Mortgage Loan with an LTV at origination
in excess of 80% will be subject to a Primary Mortgage Insurance Policy, issued
by an insurer acceptable to FHA or VA, as applicable, at the time of
origination, which insures that portion of the Non-Conventional Mortgage Loan in
excess of the portion of the Appraised Value of the Mortgaged Property as
required by FHA or VA, as applicable.  All provisions of such Primary
Mortgage Insurance Policy have been and are being complied with, such policy is
in full force and effect, and all premiums due thereunder have been
paid.  Any Mortgage subject to any such Primary Mortgage Insurance
Policy obligates the Mortgagor thereunder to maintain such insurance and to pay
all premiums and charges in connection therewith at least until the LTV of such
Mortgage Loan is reduced to less than 80%.  The Mortgage Interest Rate
for the Mortgage Loan does not include

     


    
      
         


      

      
        EXHIBIT I
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    any such
insurance premium.  No Mortgage Loan requires payment of such
premiums, in whole or in part, by the Purchaser;

     

    (r)           Title
Insurance:  The Mortgage Loan is covered by an ALTA lender’s
title insurance policy (which in the case of an Adjustable Rate Mortgage Loan
has an adjustable rate mortgage endorsement in the form of ALTA 6.0 or 6.1 or
equivalent) acceptable to, with respect to the Conventional Mortgage Loans,
Fannie Mae or Freddie Mac, and with respect to the Non-Conventional Mortgage
Loans, FHA or VA, as applicable, issued by a title insurer acceptable to, with
respect to the Conventional Mortgage Loans, Fannie Mae or Freddie Mac, and with
respect to the Non-Conventional Mortgage Loans, FHA or VA, as applicable, and
qualified to do business in the jurisdiction where the Mortgaged Property is
located, insuring the Company, its successors and assigns, as to the first
priority lien of the Mortgage in the original principal amount of the Mortgage
Loan, subject only to the exceptions contained in clauses (i), (ii) and (iii),
and with respect to each Second Lien Mortgage Loan, clause (iv), of Paragraph
(l) of this Exhibit
I, and with respect to Adjustable Rate Mortgage Loans against any loss by
reason of the invalidity or unenforceability of the lien resulting from the
provisions of the Mortgage providing for adjustment to the Mortgage Interest
Rate and Monthly Payment.  Additionally, such lender’s title insurance
policy affirmatively insures ingress and egress, and against encroachments by or
upon the Mortgaged Property or any interest therein.  Where required
by state law or regulation, the Mortgagor has been given the opportunity to
choose the carrier of such lender’s title insurance policy.  The
Company, its successors and assigns, are the sole insureds of such lender’s
title insurance policy, and such lender’s title insurance policy is valid and
remains in full force and effect and will be in full force and effect upon the
consummation of the purchase of the Mortgage Loans as contemplated by this
Agreement.  No claims have been made under such lender’s title
insurance policy, and no prior holder of the Mortgage, including the Company,
has done, by act or omission, anything which would impair the coverage of such
lender’s title insurance policy.  In connection with the issuance of
such lender’s title insurance policy, no unlawful fee, commission, kickback or
other unlawful compensation or value of any kind has been or will be received,
retained or realized by any attorney, firm or other person or entity, and no
such unlawful items have been received, retained or realized by the
Company;

     

    (s)           No
Defaults:  There is no default, breach, violation or event of
acceleration existing under the Mortgage or the Mortgage Note 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 neither the Company nor its predecessors have waived any
default, breach, violation or event of acceleration.  With respect to
each Second Lien Mortgage Loan, (i) the prior mortgage is in full force and
effect, (ii) there is no default, breach, violation or event of acceleration
existing under the prior mortgage or the related mortgage note, (iii) 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 thereunder, and (iv) either (A) the First Lien contains a provision
that allows or (B) applicable law requires, the mortgagee under the Second Lien
Mortgage Loan to receive notice of, and affords such mortgagee an opportunity to
cure, any default by payment in full or otherwise under the prior
mortgage;

     

    (t)           No Mechanics’
Liens:  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 the law

     


    
      
         


      

      
        EXHIBIT I
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    could
give rise to such liens) affecting the related Mortgaged Property which are or
may be liens prior to, or equal or coordinate with, the lien of the related
Mortgage;

     

    (u)           Location of Improvements; No
Encroachments:  Except as insured against by the title
insurance policy referenced in Paragraph (r) above, all improvements which were
considered in determining the Appraised Value of the Mortgaged Property lay
wholly within the boundaries and building restriction lines of the Mortgaged
Property and no improvements on adjoining properties encroach upon the Mortgaged
Property.  No improvement located on or being part of the Mortgaged
Property is in violation of any applicable zoning law or
regulation.  With respect to each Mortgage Loan that is covered by a
Primary Insurance Policy, the improvement(s) located on or being part of the
related Mortgaged Property were constructed in accordance with the
specifications set forth in the original construction plans;

     

    (v)           Payment
Terms:  Except with respect to Interest-Only Mortgage Loans,
payments commenced no more than sixty (60) calendar days after the funds were
disbursed to the Mortgagor in connection with the Mortgage Loan.  The
Mortgage Loans have an original term to maturity of not more than forty (40)
years, with interest payable in arrears on the date specified on the related
Mortgage Loan Schedule.  As to each Adjustable Rate Mortgage Loan on
each applicable Adjustment Date, the Mortgage Interest Rate will be adjusted to
equal the sum of the Index plus the applicable Gross Margin, rounded up or down
to the nearest multiple of 0.125% indicated by the Mortgage Note; provided that
the Mortgage Interest Rate will not increase or decrease by more than the
Periodic Interest Rate Cap on any Adjustment Date, and will in no event exceed
the maximum Mortgage Interest Rate or be lower than the minimum Mortgage
Interest Rate listed on the Mortgage Loan Schedule for such Mortgage
Loan.  Except with respect to Option ARM Mortgage Loans, as to each
Adjustable Rate Mortgage Loan that is not an Interest-Only Mortgage Loan, each
Mortgage Note requires a monthly payment which is sufficient, during the period
prior to the first adjustment to the Mortgage Interest Rate, to fully amortize
the outstanding principal balance as of the first day of such period over the
then remaining term of such Mortgage Note and to pay interest at the related
Mortgage Interest Rate.  As to each Adjustable Rate Mortgage Loan, if
the related Mortgage Interest Rate changes on an Adjustment Date (with respect
to Interest-Only Mortgage Loans, following the related Interest-Only Adjustment
Date), the then outstanding principal balance will be reamortized over the
remaining life of such Mortgage Loan.  No Interest-Only Mortgage Loan
has an interest only period in excess of ten (10) years.  Except with
respect to Option ARM Mortgage Loans, no Mortgage Loan contains terms or
provisions which would result in Negative Amortization. No Option ARM Mortgage
Loan has an LTV at in excess of 115% (or 110% with respect to Option ARM
Mortgage Loans with respect to which the related Mortgaged Property is located
in the State of New York);

     

    (w)           Balloon Payments, Graduated
Payments or Contingent Interests:  With respect to any Mortgage
Loan which is identified on the Mortgage Loan Schedule as a Balloon Mortgage
Loan, the Mortgage Note is payable in Monthly Payments based on a fifteen (15)
or thirty (30) year amortization schedule, as set forth in the related Mortgage
Note, with 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 and such final Monthly Payment shall not be due
prior to 180 months following the origination of the Balloon
Mortgage

     


    
      
         


      

      
        EXHIBIT I
- Page 7

        
          

        

      

      
         


      

    


    Loan.  The
Mortgage Loan is not a graduated payment mortgage loan and the Mortgage Loan
does not have a shared appreciation or other contingent interest
feature;

     

    (x)           Customary
Provisions:  The Mortgage and related Mortgage Note contain
customary and enforceable provisions such as to render the rights and remedies
of the holder thereof adequate for the realization against the Mortgaged
Property of the benefits of the security provided thereby, including, (i) in the
case of a Mortgage designated as a deed of trust, by trustee’s sale, and (ii)
otherwise by judicial foreclosure.  There is no homestead or other
exemption (other than under the Servicemembers Civil Relief Act) available to a
Mortgagor which would interfere with the right to sell the Mortgaged Property at
a trustee’s sale or the right to foreclose the Mortgage;

     

    (y)           Occupancy of the Mortgaged
Property:  As of the date of origination the Mortgaged Property
was lawfully occupied under applicable law and the Mortgaged Property is
lawfully occupied as of the Closing Date;

     

    (z)           No Additional
Collateral:  The Mortgage Note is not and has not been secured
by any collateral, pledged account or other security except the lien of the
corresponding Mortgage and the security interest of any applicable security
agreement or chattel mortgage referred to in Paragraph (l) above;

     

    (aa)           Deeds of
Trust:  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 the Mortgagee to the trustee
under the deed of trust, except in connection with a trustee’s sale after
default by the Mortgagor;

     

    (bb)           Acceptable
Investment:  There are no circumstances or conditions with
respect to the Mortgage Loan, the Mortgaged Property, the Mortgagor or the
Mortgagor’s credit standing that can reasonably be expected to cause private
institutional investors to regard the Mortgage Loan as an unacceptable
investment, cause the Mortgage Loan to become delinquent, or adversely affect
the value of the Mortgage Loan;

     

    (cc)           Transfer of Mortgage
Loans:  With respect to each Mortgage that is not recorded in
the name of MERS or its designee, the Assignment of Mortgage, upon the insertion
of the name of MERS as assignee and recording information, is in recordable form
and is acceptable for recording under the laws of the jurisdiction in which the
related Mortgaged Property is located;

     

    (dd)           Mortgaged Property
Undamaged:  The Mortgaged Property is in good repair and
undamaged by waste, fire, earthquake or earth movement, windstorm, hurricane,
flood, tornado, mold or other casualty so as to affect adversely the value of
the Mortgaged Property as security for the Mortgage Loan or the use for which
the premises were intended;

     

    (ee)           Customary Servicing and
Collection Practices; Escrow Deposits:  The origination,
collection and servicing practices used by the Company with respect to each
Mortgage Loan have been in accordance with Accepted Servicing Practices, all
Applicable Laws and in accordance with the Mortgage Note, Mortgage and other
loan documents and the collection and

     


    
      
         


      

      
        EXHIBIT I
- Page 8

        
          

        

      

      
         


      

    


    servicing
practices used by the Servicer have been acceptable to Fannie Mae and Freddie
Mac and with respect to the Non-Conventional Mortgage Loans, FHA or VA, as
applicable.  The Company has reported the Mortgagor credit files, if
any, to the three credit repositories in a timely manner.  With
respect to escrow deposits and Escrow Payments, all such payments are in the
possession of the Company and there exist no deficiencies in connection
therewith for which customary arrangements for repayment thereof have not been
made.  All Escrow Payments have been collected in full compliance with
state and federal law.  No escrow deposits or Escrow Payments or other
charges or payments have been capitalized under the Mortgage Note;

     

    (ff)           No
Condemnation:  There is no proceeding pending or, to the best
of the Company’s knowledge, threatened, for the total or partial condemnation of
the related Mortgaged Property;

     

    (gg)           The
Appraisal:  The Mortgage File contains an Appraisal of the
related Mortgaged Property signed prior to the approval of the Mortgage Loan
application by a Qualified Appraiser and the Appraisal and appraiser both
satisfy, with respect to the Conventional Mortgage Loans, the requirements of
Fannie Mae or Freddie Mac, and with respect to the Non-Conventional Mortgage
Loans, FHA or VA, as applicable, and Title XI of the Financial Institutions
Reform, Recovery, and Enforcement Act of 1989 and the regulations promulgated
thereunder, all as in effect on the date the Mortgage Loan was originated, to
the extent required in the Underwriting Guidelines with respect to mortgage
loans of the same type as the Mortgage Loan.  If an automated
valuation model (“AVM”) was used in lieu of a full Appraisal, such AVM was
completed in accordance with the Underwriting Guidelines.

     

    (hh)           Hazard
Insurance:  All buildings on the Mortgaged Property are insured
by an insurer acceptable to, with respect to the Conventional Mortgage Loans,
Fannie Mae or Freddie Mac and to prudent mortgage lending institutions, and with
respect to the Non-Conventional Mortgage Loans, FHA or VA, as applicable,
against loss by fire, hazards of extended coverage and such other hazards as are
customary or required by law in the area where the Mortgaged Property is
located, in an amount which is at least equal to the lesser of (i) the maximum
insurable value of the improvements securing such Mortgage Loan and (ii) the
greater of (a) the outstanding principal balance of the Mortgage Loan and (b) an
amount such that the proceeds thereof shall be sufficient to prevent the
Mortgagor or the loss payee from becoming a co-insurer.  If the
related Mortgaged Property is located in an area identified by the Flood
Emergency Management Agency as having special flood hazards (and such flood
insurance has been made available), then a flood insurance policy meeting the
requirements of the current guidelines of the Federal Insurance Administration
is in effect with a generally acceptable insurance carrier acceptable to Fannie
Mae or Freddie Mac in an amount representing coverage equal to the lesser of (i)
the minimum amount required, under the terms of coverage, to compensate for any
damage or loss on a replacement cost basis (or the unpaid balance of the
mortgage if replacement cost coverage is not available for the type of building
insured) and (ii) the maximum amount of insurance which is available under the
Flood Disaster Protection Act of 1973, as amended.  All individual
insurance policies contain a standard mortgagee clause naming the Company and
its successors and assigns as mortgagee, and all premiums thereon have been
paid.  The Mortgage obligates the Mortgagor thereunder to maintain a
hazard insurance policy at the Mortgagor’s cost and expense, and on the
Mortgagor’s failure to do so, authorizes the holder of the Mortgage to obtain
and maintain such insurance at such Mortgagor’s cost and expense,

     


    
      
         


      

      
        EXHIBIT I
- Page 9

        
          

        

      

      
         


      

    


    and to
seek reimbursement therefor from the Mortgagor.  Each such insurance
policy is the valid and binding obligation of the insurer, is in full force and
effect, and will be in full force and effect and inure to the benefit of the
Purchaser upon the consummation of the purchase of the Mortgage Loans as
contemplated by this Agreement.  The Company has not acted or failed
to act so as to impair the coverage of any such insurance policy or the
validity, binding effect and enforceability thereof;

     

    (ii)           No Impairment of Insurance
Coverage:  No action, inaction, or event has occurred and no
state of facts 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 the Company or any designee of the Company or any corporation or
other entity which the Company or any officer, director, or employee had a
financial interest at the time of placement of such insurance;

     

    (jj)           Servicemembers Civil Relief
Act:  The Mortgagor has not notified the Company, and the
Company has no knowledge of any relief requested by or allowed to the Mortgagor
under the Servicemembers Civil Relief Act, as amended, or any similar state or
local laws;

     

    (kk)         No Construction
Loans:  No Mortgage Loan was made in connection with (i) the
construction or rehabilitation of a Mortgaged Property or (ii) facilitating the
trade-in or exchange of a Mortgaged Property other than a
construction-to-permanent loan which has converted to a permanent Mortgage
Loan;

     

    (ll)           Underwriting:  Each
Mortgage Loan was underwritten in accordance with the Underwriting Guidelines,
which Underwriting Guidelines satisfy the standards of prudent mortgage lenders
of the same type of mortgage loans as the Mortgage Loans in the secondary
market.

     

    (mm)       Mortgage Loan
Documents:  The Mortgage Note and the Mortgage and all other
documents in the related Mortgage File, with respect to the Conventional
Mortgage Loans, are on Fannie Mae or Freddie Mac uniform instruments or are on
forms acceptable to Fannie Mae or Freddie Mac, and with respect to the
Non-Conventional Mortgage Loans are on forms acceptable to FHA or VA, as
applicable.

     

    (nn)         No
Bankruptcy:  No Mortgagor was a debtor in any state or federal
bankruptcy or insolvency proceeding at the time the Mortgage Loan was originated
and, to the best of the Company’s knowledge, following the date of origination
of the Mortgage Loan, the Mortgagor with respect to the Mortgage Loan was not a
debtor in any state or federal bankruptcy or insolvency proceeding, and the
Mortgaged Property has not been subject to any bankruptcy or foreclosure
proceedings;

     

    (oo)         Delivery of Mortgage
Files:  The Mortgage Loan Documents for the related Mortgage
Loans have been delivered to the Custodian, subject to the delivery requirements
of this Agreement.  The Company is in possession of a complete
Mortgage File for each Mortgage Loan, except for such documents the originals of
which have been delivered to the Custodian,

     


    
      
         


      

      
        EXHIBIT I
- Page 10

        
          

        

      

      
         


      

    


    and all
documents required to be included in the Mortgage File shall be complete,
executed as required and in compliance with applicable law.  With
respect to each Mortgage Loan for which a lost note affidavit has been delivered
to the Custodian in place of the original Mortgage Note, the related Mortgage
Note is no longer in existence, and, if such Mortgage Loan is subsequently in
default, the enforcement of such Mortgage Loan or of the related Mortgage by or
on behalf of the Purchaser will not be affected by the absence of the original
Mortgage Note;

     

    (pp)          Interest
Calculation:  Interest on each Mortgage Loan is calculated on
the basis of a three hundred sixty (360) day year consisting of twelve (12)
thirty (30) day months.  No Mortgage Loan provides for interest
payable on a simple interest basis.  No Mortgage Loan provides for an
increase in the related Mortgage Interest Rate upon the occurrence of a default
under the terms of the related Mortgage Note;

     

    (qq)          No Violation of
Environmental Laws:  The Mortgaged Property is free from any
and all toxic or hazardous substances and there exists no violation of any
local, state or federal environmental law, rule or regulation.  There
is no pending action or proceeding directly involving any Mortgaged Property of
which the Company is aware in which compliance with any environmental law, rule
or regulation is an issue; and nothing further remains to be done to satisfy in
full all requirements of each such law, rule or regulation constituting a
prerequisite to use and enjoyment of said property;

     

    (rr)           Conversion to Fixed Interest
Rate:  No Adjustable Rate Mortgage Loan contains a provision
permitting or requiring conversion to a Fixed Rate Mortgage Loan;

     

    (ss)          The
Mortgagor:  The Mortgagor is one or more natural persons and/or
an Illinois land trust or a “living trust” and such “living trust” is in
compliance with Fannie Mae or Freddie Mac guidelines.  In the event
the Mortgagor is a trust, the trustee of such trust is a natural person and is a
Mortgagor in his or her individual capacity.

     

    (tt)           Texas Mortgage
Loans:  As of the related date of origination, each Mortgage
Loan originated in the state of Texas pursuant to Article XVI, Section 50(a)(6)
of the Texas Constitution (a “Texas Refinance Loan”) has been originated in
compliance with the provisions of Article XVI, Section 50(a)(6) of the Texas
Constitution, Texas Civil Statutes and the Texas Finance Code.  If the
Mortgage Loan was originated in Texas, it is not a cash-out
refinancing;

     

    (uu)          Homeownership and Equity
Protection Act; No High Cost Loans:  As of the related date of
origination, no Mortgage Loan is (a) covered by the Home Ownership and Equity
Protection Act of 1994 as amended (“HOEPA”), (b) a “high cost,” “threshold,”
“covered,” “predatory,” “abusive,” “high risk home” or similarly defined loan,
including refinance loans, under any other Applicable Law (or a similarly
classified loan using different terminology under a law imposing heightened
regulatory scrutiny or additional legal liability for residential mortgage loans
having high interest rates, points and/or fees), provided that any Mortgage Loan
secured by a Mortgaged Property in Illinois characterized as a “threshold” loan
shall not be a “high cost” loan unless it is characterized as “predatory” under
applicable local law; the Company has implemented and conducted compliance
procedures to determine if each Mortgage Loan is “high-cost” home loan under the
Applicable Laws and performed a review of the disclosure provided to the related
Mortgagor in accordance with such laws and the related

     


    
      
         


      

      
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    Mortgage
Note in order to determine that such Mortgage Loan, if subject to any such law,
does not violate any such law or (c) a “High Cost Loan” or “Covered Loan,” as
defined in the then current Standard & Poor’s LEVELSâ Glossary Revised, Appendix
E.  Any breach of this representation shall be deemed to materially
and adversely affect the interests of the owner of the Mortgage
Loan;

     

    (vv)           Due on
Sale:  The Mortgage contains an enforceable provision, to the
extent not prohibited by applicable law as of the date of such Mortgage, 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;

     

    (ww)          Adjustments:  All
of the terms of the related Mortgage Note pertaining to interest adjustments,
payment adjustments and adjustments of the outstanding principal balance, if
any, are enforceable and such adjustments on such Mortgage Loan have been made
properly and in accordance with the provisions of such Mortgage
Loan;

     

    (xx)           
Leaseholds:  If
the Mortgage Loan is secured by a leasehold estate:  (A) the
Mortgagor is the owner of a valid and subsisting leasehold interest under such
ground lease; (B) such ground lease is in full force and effect, unmodified
and not supplemented by any writing or otherwise; (C) all rent, additional
rent and other charges reserved therein have been fully paid to the extent
payable as of the related Closing Date; (D) the Mortgagor enjoys the quiet
and peaceful possession of the leasehold estate; (E) the Mortgagor is not
in default under any of the terms of such ground lease, and there are no
circumstances which, with the passage of time or the giving of notice, or both,
would result in a default under such ground lease; (F) the lessor under
such ground lease is not in default under any of the terms or provisions of such
ground lease on the part of the lessor to be observed or performed; (G) the
lessor under such ground lease has satisfied any repair or construction
obligations due as of the related Closing Date pursuant to the terms of such
ground lease; (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, such ground lease; (I) the term of such lease
does not terminate earlier than five (5) years after the maturity date of the
Mortgage Note; (J) the ground lease is assignable or transferable; (K) the
ground lease does not provide for termination of the lease in the event of
lessee’s default without the mortgagee being entitled to receive written notice
of, and a reasonable opportunity to cure the default; (L) the ground lease
permits the mortgaging of the related Mortgaged Property; (M) the ground lease
protects the mortgagee’s interests in the event of a property condemnation; and
(N) the use of leasehold estates for residential properties is a widely accepted
practice in the jurisdiction in which the Mortgaged Property is
located.

     

    (yy)           Compliance with Anti-Money
Laundering Laws:  No Mortgage Loan is subject to nullification
pursuant to Executive Order 13224 (the “Executive Order”) or the regulations
promulgated by the Office of Foreign Assets Control of the United States
Department of the Treasury (the “OFAC Regulations”) or in violation of the
Executive Order or the OFAC Regulations, and no Mortgagor is subject to the
provisions of such Executive Order or the OFAC Regulations nor listed as a
“blocked person” for purposes of the OFAC Regulations;

     


    
      
         


      

      
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    (zz)           Refinanced Mortgage
Loans:  No Mortgage Loan is a refinanced subsidized mortgage
loan that contains terms more favorable to the related Mortgagor;

     

    (aaa)         Prepayment
Premiums:  All information on the Mortgage Loan Schedule and
electronic data file delivered to the Purchaser regarding the Prepayment Premium
is complete and accurate in all material respects and each Prepayment Premium is
permissible and enforceable in accordance with its terms under applicable law
subject to bankruptcy, insolvency, moratorium and other principles of equity
affecting the rights of creditors generally, whether considered in a proceeding
at law or in equity.  Prepayment Premiums on the Mortgage Loans are
applicable to prepayments resulting from both refinancings and sales of the
related Mortgaged Properties and the terms of such Prepayment Premiums do not
provide for a waiver or release (i.e., “holidays”) during the term of the
Prepayment Premium.  No Mortgage Loan provides for the payment of a
Prepayment Premium beyond the three-year term following the origination of the
Mortgage Loan.  With respect to any Mortgage Loan that contains a
provision permitting imposition of a Prepayment Premium: (i) prior to the
Mortgage Loan’s origination, the Mortgagor agreed to such Prepayment Premium in
exchange for a monetary benefit, including, but not limited to, a rate or fee
reduction, (ii) prior to the Mortgage Loan’s origination, the Mortgagor was
offered the choice of another mortgage product that did not require payment of
such a premium, (iii) the Prepayment Premium is disclosed to the Mortgagor in
the loan documents pursuant to applicable state and federal law, and (iv)
notwithstanding any state or federal law to the contrary, the Company shall not
impose such Prepayment Premium in any instance when the mortgage debt is
accelerated as the result of the Mortgagor’s default in making the Monthly
Payments;

     

    (bbb)        Credit
Information:  As to each consumer report (as defined in the
Fair Credit Reporting Act, Public Law 91-508) or other credit information
furnished by the Company to the Purchaser, the Company has full right and
authority and is not precluded by law or contract from furnishing such
information to the Purchaser;

     

    (ccc)         No Litigation
Pending:  There is no action, suit, proceeding or investigation
pending, or to the Company’s  knowledge threatened, that is related to
the Mortgage Loan and likely to affect materially and adversely the servicing of
such Mortgage Loan;

     

    (ddd)        Credit
Scores:  Each Mortgagor has a non-zero Credit Score and unless
otherwise agreed by the Purchaser, the Credit Score provided is not a NextGen
Credit Score;

     

    (eee)         No Arbitration
Provisions:  No Mortgagor agreed to submit to arbitration to
resolve any dispute arising out of or relating in any way to the related
Mortgage Loan or the origination thereof;

     

    (fff)           Second Lien Mortgage
Loans:  With respect to each Second Lien Mortgage Loan, where
required or customary in the jurisdiction in which the related Mortgaged
Property is located, the original lender has filed for record a request for
notice of any action by the senior lienholder under the related First Lien, and
the original lender has notified any senior lienholder in writing of the
existence of the Second Lien Mortgage Loan and requested notification of any
action to be taken against the Mortgagor by the senior
lienholder.  With respect to Second Lien Mortgage Loans, either (i) no
consent for the Mortgage Loan is required by the holder of the

     


    
      
         


      

      
        EXHIBIT I
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    related
First Lien or (ii) such consent has been obtained and is contained in the
related Mortgage File;

     

    (ggg)           Down
Payment:  The source of the down payment, if
any,  with respect to each Mortgage Loan has been fully verified by
the Originator as and if required pursuant to the Underwriting
Guidelines;

     

    (hhh)           No Adverse
Selection:  No selection procedures were used by the Company
that identified the Mortgage Loans as being less desirable or valuable than
other comparable mortgage loans in the Company’s portfolio;

     

    (iii)              
Purchase Money
Mortgage Loans:  With respect to each purchase money Mortgage
Loan, the borrower’s assets were verified as part of the origination
process;

     

    (jjj)              
FHA Mortgage
Loans:  Each FHA Mortgage Loan was underwritten in accordance
with FHA standards and is fully-insured by the FHA, which insurance is in full
force and effect, and the Mortgage Loan is not subject to any defect which would
diminish or impair the FHA insurance, and all prior transfers, if any, of the
Mortgage Loan have been, and the transactions contemplated herein are, in
compliance with the FHA regulations, and no circumstances exist with respect to
the FHA Mortgage Loan which would permit the FHA to deny coverage under the FHA
insurance;

     

    (kkk)              
VA Mortgage
Loans:  Each VA Mortgage Loan was underwritten in accordance
with VA standards and is guaranteed by the VA, which guaranty is in full force
and effect, and the Mortgage Loan is not subject to any defect which would
diminish or impair the VA guaranty (other than a potential valuation of the
related Mortgaged Property), and all prior transfers, if any, of the Mortgage
Loan have been, and the transactions contemplated herein are, in compliance with
VA regulations, and no circumstances exist with respect to the VA Mortgage Loan
which would permit the VA to deny coverage under the FHA guaranty.  No
Mortgage Loan is a VA Vendee Loan, Title I Loan or Section 325
Loan;

     

    (lll)              
Buydown
Loans:  With respect to each Buydown Loan:

     

    (i)           On
or before the date of origination of such Mortgage Loan, the Originator and the
Mortgagor, or the Originator, the Mortgagor and the seller of the Mortgaged
Property or a third party entered into a Buydown Agreement. The Buydown
Agreement provides that the seller of the Mortgaged Property (or third party)
shall deliver to the Originator Buydown Funds in an amount equal to the
aggregate undiscounted amount of payments that, when added to the amount the
Mortgagor on such Mortgage Loan is obligated to pay on each Due Date in
accordance with the terms of the Buydown Agreement, is equal to the full
scheduled Monthly Payment due on such Mortgage Loan;

     

    (ii)           The
Mortgage and the Mortgage Note reflect the permanent payment terms rather than
the payment terms of the Buydown Agreement. The Buydown Agreement provides for
the payment by the Mortgagor of the full amount of the Monthly Payment on any
Due Date that the Buydown Funds are not available. The Buydown Funds were not
used to reduce the original principal balance of the Mortgage Loan or to
increase the Appraised Value of the Mortgaged Property when calculating the LTV
for

     


    
      
         


      

      
        EXHIBIT I
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    purposes
of this Agreement and, if the Buydown Funds were provided by the Originator and
if required under Fannie Mae and Freddie Mac guidelines, the terms of the
Buydown Agreement were disclosed to the appraiser of the Mortgaged
Property;

     

    (iii)           The
Buydown Funds may not be refunded to the Mortgagor unless the Mortgagor makes a
principal payment for the outstanding balance of the related Mortgage Loan;
and

     

    (iv)           As
of the date of origination of the Mortgage Loan, the provisions of the related
Buydown Agreement complied with the requirements of Fannie Mae and Freddie Mac
regarding buydown agreements;

     

    (mmm)              
Risk
Sharing:  No Mortgage Loan is subject to any risk sharing
agreement between the Originator and any mortgage title insurance
company;

     

    (nnn)                 Cooperative
Loans:  With respect to a Mortgage Loan that is a Cooperative
Loan, the Cooperative Shares that are pledged as security for the Mortgage Loan
are held by a person as a tenant-stockholder (as defined in Section 216 of
the Code) in a cooperative housing corporation (as defined in Section 216
of the Code); and

     

    (ooo)                 Additional
Representations: Each additional representation and warranty contained in
the Trade Confirmation is true and correct.

     

    2.           Fannie Mae Required
Representations and Warranties:

     

    (a)           Each
Mortgage Loan is in compliance with the anti-predatory lending eligibility for
purchase requirements of Fannie Mae’s Selling Guide;

     

    (b)           No
Mortgage Loan is subject to the requirements of the Home Ownership and Equity
Protection Act of 1994 (“HOEPA”);

     

    (c)           Each
Mortgage Loan at the time it was made complied in all material respects with
applicable local, state, and federal laws, including, but not limited to, all
applicable predatory and abusive lending laws;

     

    (d)           No
Mortgage Loan is a “High-Cost Home Loan” as defined in the Georgia Fair Lending
Act, as amended (the “Georgia Act”).  No Mortgage Loan subject to the
Georgia Act and secured by owner occupied real property or an owner occupied
manufactured home located in the State of Georgia was originated (or modified)
on or after October 1, 2002 through and including March 6, 2003;

     

    (e)           No
Mortgage Loan is a “High-Cost Home Loan” as defined in New York Banking Law
6-1;

     

    (f)           No
Mortgage Loan is a “High-Cost Home Loan” as defined in the Arkansas Home Loan
Protection Act effective July 16, 2003 (Act 1340 of 2003);

     


    
      
         


      

      
        EXHIBIT I
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    (g)          No
Mortgage Loan is a “High-Cost Home Loan” as defined in the Kentucky high-cost
home loan statute effective June 24, 2003 (Ky. Rev. Stat. Section
360.100);

     

    (h)          No
Mortgage Loan is a “High-Cost Home Loan” as defined in the New Jersey Home
Ownership Act effective November 27, 2003 (N.J.S.A. 46:10B-22 et
seq.);

     

    (i)           
No Mortgage Loan is a “High-Cost Home Loan” as defined in the New Mexico Home
Loan Protection Act effective January 1, 2004 (N.M. Stat. Ann. §§ 58-21A-1 et
seq.);

     

    (j)           
No Mortgage Loan is a “High-Risk Home Loan” as defined in the Illinois High-Risk
Home Loan Act effective January 1, 2004 (815 Ill. Comp. Stat. 137/1 et
seq.);

     

    (k)           No
Mortgage Loan is a “High-Cost Home Mortgage Loan” as defined in the
Massachusetts Predatory Home Loan Practices Act, effective November 7, 2004
(Mass. Ann. Laws Ch. 183C);

     

    (l)           
No Mortgage Loan is a “High Cost Home Loan” as defined in the Indiana Home Loan
Practices Act, effective January 1, 2005 (Ind. Code Ann. Sections 24-9-1 through
24-9-9);

     

    (m)          No
Mortgage Loan is a balloon mortgage loan that has an original stated maturity of
less than seven (7) years;

     

    (n)           No
Mortgage Loan that was originated on or after October 31, 2004, is subject to
mandatory arbitration;

     

    (o)           No
borrower was encouraged or required to select a Mortgage Loan product offered by
the Mortgage Loan’s originator which is a higher cost product designed for less
creditworthy borrowers, unless at the time of the Mortgage Loan’s origination,
such borrower did not qualify taking into account credit history and
debt-to-income ratios for a lower-cost credit product then offered by the
Mortgage Loan’s originator or any affiliate of the Mortgage Loan’s
originator.  If, at the time of loan application, the borrower may
have qualified for a lower-cost credit product then offered by any mortgage
lending affiliate of the Mortgage Loan’s originator, the Mortgage Loan’s
originator referred the borrower’s application to such affiliate for
underwriting consideration;

     

    (p)           The
methodology used in underwriting the extension of credit for each Mortgage Loan
employs objective mathematical principles which relate the borrower’s income,
assets and liabilities to the proposed payment and such underwriting methodology
does not rely on the extent of the borrower’s equity in the collateral as the
principal determining factor in approving such credit extension.  Such
underwriting methodology confirmed that at the time of origination
(application/approval) the borrower had a reasonable ability to make timely
payments on the Mortgage Loan;

     

    (q)           With
respect to any Mortgage Loan that contains a provision permitting imposition of
a premium upon a prepayment prior to maturity: (i) prior to the loan’s
origination, the borrower agreed to such premium in exchange for a monetary
benefit, including but not limited to a rate or fee reduction, (ii) prior to the
loan’s origination, the borrower was offered the option of obtaining a mortgage
loan that did not require payment of such a premium, (iii) the

     


    
      
         


      

      
        EXHIBIT I
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    prepayment
premium is disclosed to the borrower in the loan documents pursuant to
applicable state and federal law, (iv) for loans originated on or after October
1, 2004, the duration of the prepayment period shall not exceed three (3) years
from the date of the note, unless the loan was modified to reduce the prepayment
period to no more than three (3) years from the date of the note and the
borrower was notified in writing of such reduction in prepayment period, and
(v) notwithstanding any state or federal law to the contrary, the Servicer
shall not impose such prepayment premium in any instance when the mortgage debt
is accelerated as the result of the borrower’s default in making the loan
payments;

     

    (r)           No
borrower was required to purchase any single premium credit 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.  No borrower obtained a prepaid single-premium
credit insurance policy (e.g., life, mortgage, disability, accident,
unemployment, or health insurance product) or debt cancellation agreement in
connection with the origination of the Mortgage Loan.  No proceeds
from any Mortgage Loan were used to purchase single premium credit insurance
policies or debt cancellation agreements as part of the origination of, or as a
condition to closing, such Mortgage Loan;

     

    (s)           All
points and fees related to each Mortgage Loan were disclosed in writing to the
borrower in accordance with applicable state and federal law and
regulation.  Except in the case of a Mortgage Loan in an original
principal amount of less than $60,000 which would have resulted in an
unprofitable origination, no borrower was charged “points and fees” (whether or
not financed) in an amount greater than 5% of the principal amount of such loan,
such 5% limitation is calculated in accordance with Fannie Mae’s anti-predatory
lending requirements as set forth in the Fannie Mae Selling Guide;

     

    (t)           All
fees and charges (including finance charges) and whether or not financed,
assessed, collected or to be collected in connection with the origination and
servicing of each Mortgage Loan has been disclosed in writing to the borrower in
accordance with applicable state and federal law and regulation;
and

     

    (u)           The
Company will transmit full-file credit reporting data for each Mortgage Loan
pursuant to Fannie Mae Guide Announcement 95-19 and that for each Mortgage Loan,
the Company agrees it shall report one of the following statuses each month as
follows: new origination, current, delinquent thirty (30), sixty (60), ninety
(90) days, etc.), foreclosed, or charged-off.

     

    3.           Freddie Mac Required
Representations and Warranties:

     

    (a)           HOEPA:  No
Mortgage Loan is covered by the Home Ownership and Equity Protection Act of 1994
(“HOEPA”);

     

    (b)           Mortgage Premises Located in
Georgia:  There is no Mortgage Loan that was originated on or
after October 1, 2002 and before March 7, 2003, which is secured by property
located in the State of Georgia;

     


    
      
         


      

      
        EXHIBIT I
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    (c)           Mortgage Premises Located in
Georgia:  No Mortgage Loan was originated on or after October
1, 2002 and before March 7, 2003, which is governed by the Georgia Fair Lending
Act;

     

    (d)           No New Jersey High Cost
Loans:  No Mortgage Loan is a “high cost home,” “covered”
(excluding home loans defined as “covered home loans” in the New Jersey Home
Ownership Security Act of 2002 that were originated between November 26, 2003
and July 7, 2004), “high risk home” or “predatory” loan under any applicable
state, federal or local law (or a similarly classified loan using different
terminology under a law imposing heightened regulatory scrutiny or additional
legal liability for residential mortgage loans having high interest rates,
points and/or fees);

     

    (e)           Credit
Insurance:  With respect to each Mortgage Loan, no borrower
obtained a prepaid single-premium credit-life, credit disability, credit
unemployment or credit property insurance policy in connection with the
origination of the mortgage loan;

     

    (f)           Credit Reporting
(past practice):  The Company has fully furnished, in accordance with
the Fair Credit Reporting Act and its implementing regulations, accurate and
complete information (i.e., favorable and unfavorable) on its borrower credit
files to Equifax, Experian, and Trans Union Credit Information Company (three of
the credit repositories), on a monthly basis;

     

    (g)           Credit Reporting
(future covenant):  The Company will fully furnish, in accordance with
the Fair Credit Reporting Act and its implementing regulations, accurate and
complete information (i.e., favorable and unfavorable) on its borrower credit
files to Equifax, Experian, and Trans Union Credit Information Company (three of
the credit repositories), on a monthly basis;

     

    (h)           Qualified Mortgage for
REMIC:  Each Mortgage Loan is a “qualified mortgage” under
Section 860G(a)(3) of the Code and Treasury Regulation Section 1.860G-2(a)(1);
and

     

    (i)           No Arbitration
Provision:  With respect to any Mortgage Loan originated on or
after August 1, 2004, neither the related Mortgage nor the related Mortgage Note
requires the borrower to submit to arbitration to resolve any dispute arising
out of or relating in any way to the mortgage loan transaction.

     

    (j)           Prepayment
Premiums:  With respect to any Mortgage Loan that contains a
provision permitting imposition of a premium upon a prepayment prior to
maturity:  (a) prior to the mortgage loan’s origination, the borrower
agreed to such premium in exchange for a monetary benefit, including but not
limited to a rate or fee reduction; (b) prior to the mortgage loan’s
origination, the borrower was offered the option of obtaining a mortgage loan
that did not require payment of such a premium; (c) the prepayment premium is
adequately disclosed to the borrower pursuant to applicable state and federal
law; (d) no subprime
loan originated on or after October 1, 2002 underlying the Security will
impose a prepayment premium for a term in excess of three
years and any loans originated prior to such date, and any non-subprime loans,
will not impose prepayment penalties in excess of five
years; in each case unless the loan was modified to reduce the prepayment
period to no more than three years from the date of the note and
the

     


    
      
         


      

      
        EXHIBIT I
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    borrower
was notified in writing of such reduction in prepayment period; and (e)
notwithstanding any state or federal law to the contrary, the servicer shall not
impose such prepayment premium in any instance when the mortgage loan is
accelerated or paid off in connection with the workout of a delinquent mortgage
or due to the borrower’s default.

     

    (k)          No
Steering:  With respect to the Mortgage Loans, no borrower was
encouraged or required to select a mortgage loan product offered by the mortgage
loan’s originator which is a higher cost product designed for less creditworthy
borrowers, taking into account credit history and debt to income ratios for a
lower cost credit product then offered by the mortgage loan’s originator or any
affiliate of the mortgage loan’s originator.  If, at the time
of  loan application, the borrower may have qualified for a lower cost
credit product then offered by any mortgage lending affiliate of the mortgage
loan’s originator, the mortgage loan’s originator referred the borrower’s
application to such affiliate for underwriting consideration.

     

    (l)           Borrower’s Ability to
Repay:  The methodology used in underwriting the extension of
credit for each Mortgage Loan did not rely solely on the extent of the
borrower’s equity in the collateral as the principal determining factor in
approving such credit extension.  The methodology employed related
objective criteria such as the borrower’s income, assets, and liabilities to the
proposed mortgage payment and, based on such methodology, the Mortgage Loan’s
originator made a reasonable determination that at the time of origination the
borrower had the ability to make timely payments on the mortgage
loan.

     

    (m)         Points and
Fees:  No borrower under a Mortgage Loan was charged “points
and fees” in an amount greater than (a) $1,000 or (b) 5% of the principal amount
of such Mortgage Loan, whichever is greater.  For purposes of this
representation, “points and fees” (x) include origination,
underwriting, broker and finder’s fees and charges that the lender imposed as a
condition of making the mortgage loan, whether they are paid to the lender or a
third party; and (y) exclude bona fide
discount points, fees paid for actual services rendered in connection with the
origination of the mortgage (such as attorneys’ fees, notaries fees and fees
paid for property appraisals, credit reports, surveys, title examinations and
extracts, flood and tax certifications, and home inspections); the cost of
mortgage insurance or credit-risk price adjustments; the costs of title, hazard,
and flood insurance policies; state and local transfer taxes or fees; escrow
deposits for the future payment of taxes and insurance premiums; and other
miscellaneous fees and charges, which miscellaneous fees and charges, in total,
do not exceed 0.25 percent of the loan amount.

     

    (n)          Disclosure of Fees and
Charges:  All points, fees and charges (including finance
charges), whether or not financed, assessed, collected or to be collected in
connection with the origination and servicing of each mortgage loan, have been
disclosed in writing to the borrower in accordance with applicable state and
federal law and regulation.

     

    (o)          Selection
Process:  The Mortgage Loan was selected from among the
outstanding fixed and adjustable rate one- to four-family mortgage loans in the
Company’s portfolio at such Closing Date as to which the representations and
warranties set forth in this Agreement could be made and such selection was not
be made in a manner so as to affect adversely the interests of the
Purchaser.  Unless otherwise agreed by the Purchaser, no Mortgage Loan
has been excluded from any prior sale of mortgage loans by the Company to the
Purchaser or any other third party

     


    
      
         


      

      
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    mortgage
loan purchaser for reasons relating to noncompliance with Underwriting
Guidelines or applicable law;

     

    (p)           Sale
Treatment:  The transfer of the Mortgage Loans is reflected as
a sale on the books and records of the Company;

     

    



    
      
         


      

      
        EXHIBIT I
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    EXHIBIT
J

     

    RECONSTITUTION
OF MORTGAGE LOANS AND

    COMPLIANCE
WITH REGULATION AB

     

    Section
9.01           Certain Covenants of the
Company and the Servicer.

     

    Each of
the Company and the Servicer shall cooperate with the Purchaser, if the
Purchaser so requests by fifteen (15) calendar days’ advance written notice to
the Company and the Servicer, in re-selling the Mortgage Loans in a Whole Loan
Transfer or Pass-Through Transfer, which cooperation may include, (a) providing
any information relating to the Mortgage Loans as is customary in Securitization
Transactions, including the Underwriting Guidelines, reasonably necessary to
assist in the preparation of any disclosure documents, (b) to restate the
representations and warranties contained or referenced in Section 3.01 hereof as
of the closing date of such Whole Loan Transfer or Securitization Transaction
and to restate the representations and warranties contained or referenced in
Section 3.02 hereof as of the Closing Date; provided, however, the Company may
qualify and/or modify any such representations or warranties to reflect any
facts or circumstances arising subsequent to the related Closing Date and (c)
provide at the request of the Purchaser customary indemnifications contained in
Securitization Transactions relating to disclosure provided by the Company for
the express purposes of inclusion in the related offering documents for such
Securitization Transaction.

     

    Section
9.02           Intent of the Parties;
Reasonableness.

     

    The
Purchaser and the Company acknowledge and agree that one of the purposes of
Article IX of this Agreement is to facilitate compliance by the Purchaser and
any Depositor with the provisions of Regulation AB and related rules and
regulations of the Commission.  Although Regulation AB is applicable
by its terms only to offerings of asset-backed securities that are registered
under the Securities Act, the Company acknowledges that investors in privately
offered securities may require that the Purchaser or any Depositor provide
comparable disclosure in unregistered offerings.  References in this
Agreement to compliance with Regulation AB include provision of comparable
disclosure in private offerings.

     

    Neither
the Purchaser nor any Depositor shall exercise its right to request delivery of
information or other performance under these provisions other than in good
faith, or for purposes other than compliance with the Securities Act, the
Exchange Act and the rules and regulations of the Commission thereunder (or the
provision in a private offering of disclosure comparable to that required under
the Securities Act).  The Company acknowledges that interpretations of
the requirements of Regulation AB may change over time, whether due to
interpretive guidance provided by the Commission or its staff, consensus among
participants in the asset-backed securities markets, advice of counsel, or
otherwise, and agrees to comply with requests made by the Purchaser, any Master
Servicer or any Depositor in good faith for delivery of information under these
provisions on the basis of evolving interpretations of Regulation
AB.  In connection with any Securitization Transaction, the Company
shall cooperate fully with the Purchaser and any Master Servicer to deliver to
the Purchaser (including any  of its assignees or designees), any
Master Servicer and any Depositor, any and all statements, reports,
certifications, records and any other information necessary in the good faith
determination of the Purchaser, the Master

     


    
      
         


      

      
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    Servicer
or any Depositor to permit the Purchaser, such Master Servicer or such Depositor
to comply with the provisions of Regulation AB, together with such disclosures
relating to the Company any Third-Party Originator and the Mortgage Loans,
reasonably believed by the Purchaser or any Depositor to be necessary in order
to effect such compliance.

     

    The
Purchaser (including any of its assignees or designees) shall cooperate with the
Company and the Servicer by providing timely notice of requests for information
under these provisions and by reasonably limiting such requests to information
required, in the Purchaser’s reasonable judgment, to comply with Regulation
AB.

     

    Section
9.03           Additional Representations
and Warranties of the Company.

     

    The
Company hereby represents to the Purchaser, to any Master Servicer and to any
Depositor, as of the date on which information is first provided to the
Purchaser, any Master Servicer or any Depositor under Section 8.04 that, except
as disclosed in writing to the Purchaser, such Master Servicer or such Depositor
prior to such date:  (i) the Company is not aware and has not received
notice that any default, early amortization or other performance triggering
event has occurred as to any other securitization due to any act or failure to
act of the Company; (ii) the Company has not been terminated as servicer in a
residential mortgage loan securitization, either due to a servicing default or
to application of a servicing performance test or trigger; (iii) no material
noncompliance with the applicable servicing criteria with respect to other
securitizations of residential mortgage loans involving the Company as servicer
has been disclosed or reported by the Company; (iv) no material changes to the
Company’s policies or procedures with respect to the servicing function it will
perform under this Agreement and any Reconstitution Agreement for mortgage loans
of a type similar to the Mortgage Loans have occurred during the three-year
period immediately preceding the related Securitization Transaction; (v) there
are no aspects of the Company’s financial condition that could have a material
adverse effect on the performance by the Company of its servicing obligations
under this Agreement or any Reconstitution Agreement; (vi) there are no material
legal or governmental proceedings pending (or known to be contemplated) against
the Company, any Subservicer or any Third-Party Originator; and (vii) there are
no affiliations, relationships or transactions relating to the Company, any
Subservicer or any Third-Party Originator with respect to any Securitization
Transaction and any party thereto identified in writing by the related Depositor
of a type described in Item 1119 of Regulation AB.

     

    If so
requested by the Purchaser, any Master Servicer or any Depositor in writing on
any date following the date on which information is first provided to the
Purchaser, any Master Servicer or any Depositor under Section 9.04, the Company
shall, within five Business Days following such request, confirm in writing the
accuracy of the representations and warranties set forth in the first paragraph
of this Section or, if any such representation and warranty is not accurate as
of the date of such request, provide reasonably adequate disclosure of the
pertinent facts, in writing, to the requesting party.

     

    Section
9.04           Information to Be Provided
by the Company and the Servicer.

     

    In
connection with any Securitization Transaction the Company shall (i) within five
(5) Business Days following request by the Purchaser or any Depositor, provide
to the Purchaser and

     


    
      
         


      

      
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    such
Depositor (or, as applicable, cause each Third-Party Originator and each
Subservicer to provide), in writing and in form and substance reasonably
satisfactory to the Purchaser and such Depositor, the information and materials
specified in paragraphs (a), (b), (c), (e) and (f) of this Section, and (ii) as
promptly as practicable following notice to or discovery by the Company, provide
to the Purchaser and any Depositor (in writing and in form and substance
reasonably satisfactory to the Purchaser and such Depositor) the information
specified in paragraph (d) of this Section.

     

    (a)           If
so requested by the Purchaser or any Depositor, the Company shall provide such
information regarding (i) the Company, as originator of the Mortgage Loans
(including as an acquirer of Mortgage Loans from a Qualified Correspondent), or
(ii) each Third-Party Originator, and (iii) as applicable, each Subservicer, as
is requested for the purpose of compliance with Items 1103(a)(1), 1105, 1110,
1117 and 1119 of Regulation AB.  Such information shall include, at a
minimum:

     

    (i) the
originator’s form of organization;

     

    
      	
              (ii)  

            	
              a
      description of the originator’s origination program and how long the
      originator has been engaged in originating residential mortgage loans,
      which description shall include a discussion of the originator’s
      experience in originating mortgage loans of a similar type as the Mortgage
      Loans; information regarding the size and composition of the originator’s
      origination portfolio; and information that may be material, in the good
      faith judgment of the Purchaser or any Depositor, to an analysis of the
      performance of the Mortgage Loans, including the originators’
      credit-granting or underwriting criteria for mortgage loans of similar
      type(s) as the Mortgage Loans and such other information as the Purchaser
      or any Depositor may reasonably request for the purpose of compliance with
      Item 1110(b)(2) of Regulation AB;

            


    

     

    
      	
              (iii)  

            	
              a
      description of any material legal or governmental proceedings pending (or
      known to be contemplated) against the Company and each Third-Party
      Originator and each Subservicer;
and

            


    

     

    
      	
              (iv)  

            	
              a
      description of any affiliation or relationship between the Company, each
      Third-Party Originator, each Subservicer and any of the following parties
      to a Securitization Transaction, as such parties are identified to the
      Company by the Purchaser or any Depositor in writing in advance of such
      Securitization Transaction:

            


    

     

    (1) the
sponsor;

     

    (2) the
depositor;

     

    (3) the
issuing entity;

     

    (4) any
servicer;

     


    
      
         


      

      
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    (5) any
trustee;

     

    (6) any
originator;

     

    (7) any
significant obligor;

     

    (8) any
enhancement or support provider; and

     

    (9) any other
material transaction party.

     

    (b)           If
so requested by the Purchaser or any Depositor, the Company shall provide (or,
as applicable, cause each Third-Party Originator to provide) any reasonably
available Static Pool Information with respect to the mortgage loans (of a
similar type as the Mortgage Loans, as reasonably identified by the Purchaser as
provided below) serviced by the Company or any Third Party Originator and
originated by (i) the Company, if the Company is an originator of Mortgage Loans
(including as an acquirer of Mortgage Loans from a Qualified Correspondent),
and/or (ii) each Third-Party Originator. Such Static Pool Information shall be
prepared by the Company (or Third-Party Originator) on the basis of its
reasonable, good faith interpretation of the requirements of Item 1105(a)(1)-(3)
of Regulation AB. To the extent that there is reasonably available to the
Company (or Third-Party Originator) Static Pool Information with respect to more
than one mortgage loan type, the Purchaser or any Depositor shall be entitled to
specify whether some or all of such information shall be provided pursuant to
this paragraph. The content of such Static Pool Information may be in the form
customarily provided by the Company, and need not be customized for the
Purchaser or any Depositor.  Such Static Pool Information for each
vintage origination year or prior securitized pool, as applicable, shall be
presented in increments no less frequently than quarterly over the life of the
mortgage loans included in the vintage origination year or prior securitized
pool. The most recent periodic increment must be as of a date no later than one
hundred thirty five (135) calendar days prior to the date of the prospectus or
other offering document in which the Static Pool Information is to be included
or incorporated by reference. The Static Pool Information shall be provided in
an electronic format that provides a permanent record of the information
provided, such as a portable document format (pdf) file, or other such
electronic format reasonably required by the Purchaser or the Depositor, as
applicable.

     

    Promptly
following notice or discovery of a material error in Static Pool Information
provided pursuant to the immediately preceding paragraph (including an omission
to include therein information required to be provided pursuant to such
paragraph), the Company shall provide corrected Static Pool Information to the
Purchaser or any Depositor, as applicable, in the same format in which Static
Pool Information was previously provided to such party by the
Company.

     

    (b) If so
requested by the Purchaser or any Depositor, the Company shall provide (or, as
applicable, cause each Third-Party Originator to provide), at the expense of the
requesting party (to the extent of any additional incremental expense associated
with delivery pursuant to this Agreement), such agreed-upon procedures letters
of certified

     


    
      
         


      

      
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    public
accountants reasonably acceptable to the Purchaser or Depositor, as applicable,
pertaining to Static Pool Information relating to prior securitized pools for
securitizations closed on or after January 1, 2006 or, in the case of Static
Pool Information with respect to the Company’s or Third-Party Originator’s
originations or purchases, to calendar months commencing January 1, 2006, as the
Purchaser or such Depositor shall reasonably request.  Such letters
shall be addressed to and be for the benefit of such parties as the Purchaser or
such Depositor shall designate, which may include, by way of example, any
Sponsor, any Depositor and any broker dealer acting as underwriter, placement
agent or initial purchaser with respect to a Securitization Transaction. Any
such statement or letter may take the form of a standard, generally applicable
document accompanied by a reliance letter authorizing reliance by the addressees
designated by the Purchaser or such Depositor.

     

    (c) If so
requested by the Purchaser or any Depositor, the Servicer shall provide such
information regarding the Servicer, as servicer of the Mortgage Loans, and each
Subservicer (each of the Servicer and each Subservicer, for purposes of this
paragraph, a “Reg AB Servicer”), as is requested for the purpose of compliance
with Items 1108, 1117 and 1119 of Regulation AB.  Such information
shall include, at a minimum:

     

    
      	
               
      

            	
              (i)

            	
              the
      Reg AB Servicer’s form of
organization;

            


    

     

    
      	
               
      

            	
              (ii)

            	
              a
      description of how long the Reg AB Servicer has been servicing residential
      mortgage loans; a general discussion of the Reg AB Servicer’s experience
      in servicing assets of any type as well as a more detailed discussion of
      the Reg AB Servicer’s experience in, and procedures for, the servicing
      function it will perform under this Agreement and any Reconstitution
      Agreements; information regarding the size, composition and growth of the
      Reg AB Servicer’s portfolio of residential mortgage loans of a type
      similar to the Mortgage Loans and information on factors related to the
      Reg AB Servicer that may be material, in the good faith judgment of the
      Purchaser or any Depositor, to any analysis of the servicing of the
      Mortgage Loans or the related asset-backed securities, as applicable,
      including, without limitation:

            


    

     

    
      	
               
      

            	
              (1)

            	
              whether
      any prior securitizations of mortgage loans of a type similar to the
      Mortgage Loans involving the Reg AB Servicer have defaulted or experienced
      an early amortization or other performance triggering event because of
      servicing during the three-year period immediately preceding the related
      Securitization Transaction;

            


    

     

    
      	
               
      

            	
              (2)

            	
              the
      extent of outsourcing the Reg AB Servicer
  utilizes;

            


    

     

    
      	
               
      

            	
              (3)

            	
              whether
      there has been previous disclosure of material noncompliance with the
      applicable servicing criteria with respect to other securitizations of
      residential mortgage loans involving the Reg AB Servicer as a servicer
      during

            


    

     


    
      
         


      

      
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    the
three-year period immediately preceding the related Securitization
Transaction;

     

    
      	
               
      

            	
              (4)

            	
              whether
      the Reg AB Servicer has been terminated as servicer in a residential
      mortgage loan securitization, either due to a servicing default or to
      application of a servicing performance test or trigger as a result of any
      act of such Reg AB Servicer; and

            


    

     

    
      	
               
      

            	
              (5)

            	
              such
      other information as the Purchaser or any Depositor may reasonably request
      for the purpose of compliance with Item 1108(b)(2) of Regulation
      AB;

            


    

     

    
      	
               
      

            	
              (iii)

            	
              a
      description of any material changes during the three-year period
      immediately preceding the related Securitization Transaction to the Reg AB
      Servicer’s policies or procedures with respect to the servicing function
      it will perform under this Agreement and any Reconstitution Agreements for
      mortgage loans of a type similar to the Mortgage
  Loans;

            


    

     

    
      	
               
      

            	
              (iv)

            	
              information
      regarding the Reg AB Servicer’s financial condition, to the extent that
      there is a material risk that an adverse financial event or circumstance
      involving the Reg AB Servicer could have a material adverse effect on the
      performance by the Reg AB Servicer of its servicing obligations under this
      Agreement or any Reconstitution
Agreement;

            


    

     

    
      	
               
      

            	
              (v)

            	
              information
      regarding advances made by the Reg AB Servicer on the Mortgage Loans and
      the Reg AB Servicer’s overall servicing portfolio of residential mortgage
      loans for the three-year period immediately preceding the related
      Securitization Transaction, which may be limited to a statement by an
      authorized officer of the Reg AB Servicer to the effect that the Reg AB
      Servicer has made all advances required to be made on residential mortgage
      loans serviced by it during such period, or, if such statement would not
      be accurate, information regarding the percentage and type of advances not
      made as required, and the reasons for such failure to
    advance;

            


    

     

    
      	
               
      

            	
              (vi)

            	
              a
      description of the Reg AB Servicer’s processes and procedures designed to
      address any special or unique factors involved in servicing loans of a
      similar type as the Mortgage Loans;

            


    

     

    
      	
               
      

            	
              (vii)

            	
              a
      description of the Reg AB Servicer’s processes for handling delinquencies,
      losses, bankruptcies and recoveries, such as through liquidation of
      mortgaged properties, sale of defaulted mortgage loans or
      workouts;

            


    

     

    
      	
               
      

            	
              (viii)

            	
              information
      as to how the Reg AB Servicer defines or determines delinquencies and
      charge-offs, including the effect of any grace period,
  re-

            


    

     


    
      
         


      

      
        EXHIBIT J
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    aging,
restructuring, partial payments considered current or other practices with
respect to delinquency and loss experience;

     

    
      	
               
      

            	
              (ix)

            	
              a
      description of any material legal or governmental proceedings pending (or
      known to be contemplated) against the Reg AB Servicer;
  and

            


    

     

    
      	
               
      

            	
              (x)

            	
              a
      description of any affiliation or relationship between the Reg AB Servicer
      and any of the following parties to a Securitization Transaction, as such
      parties are identified to the Reg AB Servicer by the Purchaser or any
      Depositor in writing in advance of such Securitization
      Transaction:

            


    

     

    
      	
              (1)
         

            	
              the
      sponsor;

            
	
              (2)   

            	
              the
      depositor;

            
	
              (3)   

            	
              the
      issuing entity;

            
	
              (4)   

            	
              any
      servicer;

            
	
              (5)   

            	
              any
      trustee;

            
	
              (6)   

            	
              any
      originator;

            
	
              (7)   

            	
              any
      significant obligor;

            
	
              (8)   

            	
              any
      enhancement or support provider; and

            
	
              (9)   

            	
              any
      other material transaction party.

            
	 
      	 
      


    

    (d) If so
requested by the Purchaser, any Master Servicer or any Depositor for the purpose
of satisfying its reporting obligations under the Exchange Act with respect to
any class of asset-backed securities, the Company shall (or shall cause each
Subservicer and Third-Party Originator to) (i) provide prompt notice to the
Purchaser, any Master Servicer and any Depositor in writing of (A) any material
litigation or governmental proceedings involving the Company, any Subservicer or
any Third-Party Originator, (B) any affiliations or relationships that develop
following the closing date of a Securitization Transaction between the Company,
any Subservicer or any Third-Party Originator and any of the parties specified
in clause (iv) of paragraph (a) of this Section (and any other parties
identified in writing by the requesting party) with respect to such
Securitization Transaction, (C) [Reserved], (D) any merger, consolidation or
sale of substantially all of the assets of the Company, and (E) the Company’s
entry into an agreement with a Subservicer to perform or assist in the
performance of any of the Company’s obligations under this Agreement or any
Reconstitution Agreement and (ii) provide to the Purchaser and any Depositor a
description of such proceedings, affiliations or relationships.

     

    (e) If so
requested by the Purchaser or any Depositor, the Company shall provide such
information reasonably available to the Company regarding the performance of the
Mortgage Loans as is reasonably required to facilitate preparation of
distribution reports in accordance with Item 1121 of Regulation AB.

     

    (f) In
addition to such information as the Servicer, as servicer, is obligated to
provide pursuant to other provisions of this Agreement, not later than ten days
prior to the deadline for the filing of any distribution report on Form 10-D in
respect of any Securitization Transaction that includes any of the Mortgage
Loans serviced by the Servicer or any Subservicer, the Servicer or such
Subservicer, as applicable, shall, to the

     


    
      
         


      

      
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    extent
the Servicer or such Subservicer has knowledge, provide to the party responsible
for filing such report (including, if applicable, the Master Servicer) notice of
the occurrence of any of the following events along with all information, data,
and materials related thereto as may be required to be included in the related
distribution report on Form 10-D (as specified in the provisions of Regulation
AB referenced below):

     

    
      	
               
      

            	
              (1)

            	
              any
      material modifications, extensions or waivers of pool asset terms, fees,
      penalties or payments during the distribution period or that have
      cumulatively become material over time (Item 1121(a)(11) of Regulation
      AB);

            


    

     

    
      	
               
      

            	
              (2)

            	
              material
      breaches of pool asset representations or warranties or transaction
      covenants (Item 1121(a)(12) of Regulation AB);
  and

            


    

     

    
      	
               
      

            	
              (3)

            	
              information
      regarding new asset-backed securities issuances backed by the same pool
      assets, any pool asset changes (such as, additions, substitutions or
      repurchases), and any material changes in origination, underwriting or
      other criteria for acquisition or selection of pool assets (Item
      1121(a)(14) of Regulation AB).

            


    

     

    (g) If
requested by the Purchaser, any Master Servicer or any Depositor, the Company
shall provide to the Purchaser, any Master Servicer and any Depositor, evidence
of the authorization of the person signing any certification or
statement.

     

    Section
9.05               Servicer Compliance
Statement.

     

    On or
before March 15th of each
calendar year, commencing in 2008, the Servicer shall deliver to the Purchaser,
any Master Servicer and any Depositor a statement of compliance addressed to the
Purchaser, such Master Servicer and such Depositor and signed by an authorized
officer of the Servicer, to the effect that (i) a review of the Servicer’s
activities during the immediately preceding calendar year (or applicable portion
thereof) and of its performance under this Agreement and any applicable
Reconstitution Agreement during such period has been made under such officer’s
supervision, and (ii) to the best of such officers’ knowledge, based on such
review, the Servicer has fulfilled all of its obligations under the Agreement
and any applicable Reconstitution Agreement in all material respects throughout
such calendar year (or applicable portion thereof) or, if there has been a
failure to fulfill any such obligation in any material respect, specifically
identifying each such failure known to such officer and the nature and the
status thereof.

     

    Section
9.06               Report on Assessment of
Compliance and Attestation.

     

    
      	
               
      

            	
              (a)

            	
              On
      or before March 15th
      of each calendar year, commencing in 2008, the Servicer
    shall:

            


    

     

    
      	
               
      

            	
              (i)

            	
              deliver
      to the Purchaser, any Master Servicer and any Depositor a report (in form
      and substance reasonably satisfactory to the Purchaser, such Master
      Servicer and such Depositor) regarding the Servicer’s assessment of
      compliance with the Servicing Criteria during the
    immediately

            


    

     


    
      
         


      

      
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    preceding
calendar year, as required under Rules 13a-18 and 15d-18 of the Exchange Act and
Item 1122 of Regulation AB.  Such report shall be addressed to the
Purchaser, such Master Servicer and such Depositor and signed by an authorized
officer of the Servicer, and shall address each of the “Applicable Servicing
Criteria” specified on Exhibit B hereto;

     

    
      	
               
      

            	
              (ii)

            	
              deliver
      to the Purchaser, any Master Servicer and any Depositor a report of a
      registered public accounting firm reasonably acceptable to the Purchaser,
      such Master Servicer and such Depositor that attests to, and reports on,
      the assessment of compliance made by the Servicer and delivered pursuant
      to the preceding paragraph.  Such attestation shall be in
      accordance with Rules 1-02(a)(3) and 2-02(g) of Regulation S-X under the
      Securities Act and the Exchange
Act;

            


    

     

    
      	
               
      

            	
              (iii)

            	
              cause
      each Subservicer, and each Subcontractor determined by the Servicer in its
      sole discretion pursuant to Section 9.07(b) to be “participating in the
      servicing function” within the meaning of Item 1122 of Regulation AB to
      deliver to the Purchaser, any Master Servicer and any Depositor an
      assessment of compliance and accountants’ attestation as and when provided
      in paragraphs (a) and (b) of this Section;
and

            


    

     

    
      	
               
      

            	
              (iv)

            	
              if
      requested by the Purchaser, any Master Servicer or any Depositor, deliver,
      and cause each Subservicer and Subcontractor described in clause (iii) to
      provide, to the Purchaser, any Depositor, any Master Servicer and any
      other Person that will be responsible for signing the certification (a
      “Sarbanes Certification”) required by Rules 13a-14(d) and 15d-14(d) under
      the Exchange Act (pursuant to Section 302 of the Sarbanes-Oxley Act of
      2002) on behalf of an asset-backed issuer with respect to a Securitization
      Transaction a certification, signed by the appropriate officer of the
      Servicer, in the form attached hereto as Exhibit
  A.

            


    

     

    The
Servicer acknowledges that the parties identified in clause (a)(iv) above may
rely on the certification provided by the Servicer pursuant to such clause in
signing a Sarbanes Certification and filing such with the
Commission.  Neither the Purchaser nor any Depositor will request
delivery of a certification under clause (a)(iv) above unless a Depositor is
required under the Exchange Act to file an annual report on Form 10-K with
respect to an issuing entity whose asset pool includes Mortgage
Loans.

     

    
      	
               
      

            	
              (b)

            	
              Each
      assessment of compliance provided by a Subservicer pursuant to Section
      9.06(a)(iii) shall address each of the Servicing Criteria specified on
      Exhibit B hereto.  An assessment of compliance provided by a
      Subcontractor pursuant to Section 9.06(a)(iii) need not address any
      elements of the Servicing Criteria other than those specified by the
      Servicer pursuant to Section 9.07.

            


    

     

    Section
9.07               Use of Subservicers and
Subcontractors.

     


    
      
         


      

      
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    The
Servicer shall not hire or otherwise utilize the services of any Subservicer to
fulfill any of the obligations of the Servicer as servicer under the Agreement
or any Reconstitution Agreement unless the Servicer complies with the provisions
of paragraph (a) of this Section.  The Servicer shall not hire or
otherwise utilize the services of any Subcontractor, and shall not permit any
Subservicer to hire or otherwise utilize the services of any Subcontractor, to
fulfill any of the obligations of the Servicer as servicer under the Agreement
or any Reconstitution Agreement unless the Servicer complies with the provisions
of paragraph (b) of this Section.

     

    
      	
               
      

            	
              (a)

            	
              It
      shall not be necessary for the Servicer to seek the consent of the
      Purchaser, any Master Servicer or any Depositor to the utilization of any
      Subservicer.  The Servicer shall cause any Subservicer used by
      the Servicer (or by any Subservicer) for the benefit of the Purchaser and
      any Depositor to comply with the provisions of this Section and with
      Sections 9.03, 9.04( c), (e), (f) and (g), 9.05, 9.06 and 9.08 of this
      Agreement to the same extent as if such Subservicer were the Servicer, and
      to provide the information required with respect to such Subservicer under
      Section 9.04(d) of this Agreement.  The Servicer shall be
      responsible for obtaining from each Subservicer and delivering to the
      Purchaser and any Depositor any servicer compliance statement required to
      be delivered by such Subservicer under Section 9.05, any assessment of
      compliance and attestation required to be delivered by such Subservicer
      under Section 9.06 and any certification required to be delivered to the
      Person that will be responsible for signing the Sarbanes Certification
      under Section 9.06 as and when required to be
  delivered.

            


    

     

    
      	
               
      

            	
              (b)

            	
              It
      shall not be necessary for the Servicer to seek the consent of the
      Purchaser, any Master Servicer or any Depositor to the utilization of any
      Subcontractor.  The Servicer shall promptly upon request provide
      to the Purchaser, any Master Servicer and any Depositor (or any designee
      of the Depositor, such as an administrator) a written description (in form
      and substance reasonably satisfactory to the Purchaser, such Depositor and
      such Master Servicer) of the role and function of each Subcontractor
      utilized by the Servicer or any Subservicer, specifying (i) the identity
      of each such Subcontractor, (ii) which (if any) of such Subcontractors are
      “participating in the servicing function” within the meaning of Item 1122
      of Regulation AB, and (iii) which elements of the Servicing Criteria will
      be addressed in assessments of compliance provided by each Subcontractor
      identified pursuant to clause (ii) of this
  paragraph.

            


    

     

    As a
condition to the utilization of any Subcontractor determined to be
“participating in the servicing function” within the meaning of Item 1122 of
Regulation AB, the Servicer shall cause any such Subcontractor used by the
Servicer (or by any Subservicer) for the benefit of the Purchaser and any
Depositor to comply with the provisions of Sections 9.06 and 9.08 of this
Agreement to the same extent as if such Subcontractor were the
Servicer.  The Servicer shall be responsible for obtaining from each
Subcontractor and delivering to the Purchaser and any Depositor any assessment
of compliance and attestation and the other certifications required to be
delivered by such Subservicer and such Subcontractor under Section 9.06, in each
case as and when required to be delivered.

     


    
      
         


      

      
        EXHIBIT J
- Page 10

        
          

        

      

      
         


      

    


    Section
9.08               Indemnification:
Remedies.

     

    The
Company shall indemnify the Purchaser, each affiliate of the Purchaser, and each
of the following parties participating in a Securitization Transaction: each
sponsor and issuing entity; each Person (including, but not limited to, any
Master Servicer if applicable) responsible for the preparation, execution or
filing of any report required to be filed with the Commission with respect to
such Securitization Transaction, or for execution of a certification pursuant to
Rule 13a-14(d) or Rule 15d-14(d) under the Exchange Act with respect to such
Securitization Transaction; each broker dealer acting as underwriter, placement
agent or initial purchaser, each Person who controls any of such parties or the
Depositor (within the meaning of Section 15 of the Securities Act and Section 20
of the Exchange Act); and the respective present and former directors, officers,
employees, agents and affiliates of each of the foregoing and of the Depositor
(each, an “Indemnified
Party”), and shall hold each of them harmless from and against any claims
losses, damages, penalties, fines, forfeitures, legal fees and expenses and
related costs, judgments, and any other costs, fees and expenses that any of
them may sustain arising out of or based upon:

     

    (i) (A) any
untrue statement of a material fact contained or alleged to be contained in any
information, report, certification, data, accountants’ letter or other material
in written or electronic form provided under this exhibit by or on behalf of the
Company, or provided under this exhibit by or on behalf of any Subservicer,
Subcontractor or Third-Party Originator (collectively, the “Company
Information”), or (B) the omission or alleged omission to state in the Company
Information a material fact required to be stated in the Company Information or
necessary in order to make the statements therein, in the light of the
circumstances under which they were made, not misleading; provided, by way of
clarification, that clause (B) of this paragraph shall be construed solely by
reference to the Company Information and not to any other information
communicated in connection with a sale or purchase of securities, without regard
to whether the Company Information or any portion thereof is presented together
with or separately from such other information;

     

    (ii) any
breach by the Company of its obligations under this exhibit, including
particularly any failure by the Company, any Subservicer, any Subcontractor or
any Third-Party Originator to deliver any information, report, certification,
accountants’ letter or other material when and as required under this exhibit
including any failure by the Company to identify pursuant to Section 9.07(b) any
Subcontractor “participating in the servicing function” within the meaning of
Item 1122 of Regulation AB; or

     

    (iii) any
breach by the Company of a representation or warranty set forth in Section 8.03,
to the extent that such breach is not cured by such closing date.

     

    If the
indemnification provided for herein is unavailable or insufficient to hold
harmless an Indemnified Party, then the Company agrees that it shall contribute
to the amount paid or payable by such Indemnified Party as a result of any
claims, losses, damages or liabilities incurred by such Indemnified Party in
such proportion as is appropriate to reflect the relative fault of such
Indemnified Party on the one hand and the Company on the other.

     


    
      
         


      

      
        EXHIBIT J
- Page 11

        
          

        

      

      
         


      

    


    In the
case of any failure of performance described in clause (ii) of this Section, the
Company shall promptly reimburse the Purchaser or any Depositor, as applicable,
and each Person responsible for the preparation, execution or filing of any
report required to be filed with the Commission with respect to such
Securitization Transaction, or for execution of a certification pursuant to Rule
13a-14(d) or Rule 15d-14(d) under the Exchange Act with respect to such
Securitization Transaction, for all costs reasonably incurred by each such party
in order to obtain the information, report, certification, accountants’ letter
or other material not delivered as required by the Company, any Subservicer, any
Subcontractor or any Third-Party Originator.

    


    This
indemnification shall survive the termination of this Agreement or the
termination of any party to this Agreement.

     

    
      	
               
      

            	
              (1)

            	
              Any
      material failure by the Company, any Subservicer, any Subcontractor or any
      Third-Party Originator to deliver any information, report, certification,
      accountants’ letter or other material when and as required under this
      Article IX, or any breach by the Company of a representation or warranty
      set forth in Section 9.03(a) or in a writing furnished pursuant to Section
      9.03(b) and made as of a date prior to the closing date of the related
      Securitization Transaction, to the extent that such breach is not cured by
      such closing date, or any breach by the Company of a representation or
      warranty in a writing furnished pursuant to Section 9.03(b) to the extent
      made as of a date subsequent to such closing date, shall, except as
      provided in clause (ii) of this paragraph, immediately and automatically,
      without notice or grace period, constitute an Event of Default with
      respect to the Company under this Agreement and any applicable
      Reconstitution Agreement, and shall entitle the Purchaser or any
      Depositor, as applicable, in its sole discretion to terminate the rights
      and obligations of the Servicer as servicer under this Agreement and/or
      any applicable Reconstitution Agreement without payment (notwithstanding
      anything in this Agreement or any applicable Reconstitution Agreement to
      the contrary) of any compensation to the Servicer (and if the Servicer is
      servicing any of the Mortgage Loans in a Securitization Transaction,
      appoint a successor servicer reasonably acceptable to any Master Servicer
      for such Securitization Transaction); provided that to the
      extent that any provision of this Agreement and/or any applicable
      Reconstitution Agreement expressly provides for the survival of certain
      rights or obligations following termination of the Servicer as servicer,
      such provision shall be given
effect.

            


    

     

    
      	
               
      

            	
              (2)

            	
              Any
      material failure by the Company, any Subservicer or any Subcontractor to
      deliver any information, report, certification or accountants’ letter when
      and as required under Section 9.05 or 9.06, including any failure by the
      Company to identify pursuant to Section 9.07(b) any Subcontractor
      “participating in the servicing function” within the meaning of Item 1122
      of Regulation AB, which continues unremedied after the date on which such
      information, report, certification or accountants’ letter was required to
      be delivered shall constitute an Event of Default with respect to the
      Servicer under this Agreement and any applicable Reconstitution Agreement,
      and shall entitle the Purchaser, any Master Servicer or any Depositor, as
      applicable, in its sole discretion to terminate the rights and obligations
      of the Servicer as servicer under

            


    

     


    
      
         


      

      
        EXHIBIT J
- Page 12

        
          

        

      

      
         


      

    


    this
Agreement and/or any applicable Reconstitution Agreement without payment
(notwithstanding anything in this Agreement to the contrary) of any compensation
to the Servicer; provided
that to the extent that any provision of this Agreement and/or any
applicable Reconstitution Agreement expressly provides for the survival of
certain rights or obligations following termination of the Servicer as servicer,
such provision shall be given effect.

     

    Neither
the Purchaser, any Master Servicer nor any Depositor shall be entitled to
terminate the rights and obligations of the Servicer pursuant to this
subparagraph (b)(ii) if a failure of the Servicer to identify a Subcontractor
“participating in the servicing function” within the meaning of Item 1122 of
Regulation AB was attributable solely to the role or functions of such
Subcontractor with respect to mortgage loans other than the Mortgage
Loans.

     

    
      	
               
      

            	
              (3)

            	
              The
      Company shall promptly reimburse the Purchaser (or any designee of the
      Purchaser, such as a master servicer) and any Depositor, as applicable,
      for all reasonable expenses incurred by the Purchaser (or such designee)
      or such Depositor, as such are incurred, in connection with the
      termination of the Servicer as servicer and the transfer of servicing of
      the Mortgage Loans to a successor servicer.  The provisions of
      this paragraph shall not limit whatever rights the Purchaser or any
      Depositor may have under other provisions of this Agreement and/or any
      applicable Reconstitution Agreement or otherwise, whether in equity or at
      law, such as an action for damages, specific performance or injunctive
      relief.

            


    

    


    Section
9.09               Third-Party
Beneficiary.

     

    For
purposes of this exhibit and any related provisions thereto, each Master
Servicer shall be considered a third-party beneficiary of this Agreement,
entitled to all the rights and benefits hereof as if it were a direct party to
this Agreement.


    
      
         


      

      
        EXHIBIT J
- Page 13

        
          

        

      

      
         


      

    


    EXHIBIT
A

    FORM OF
ANNUAL CERTIFICATION

     

    
      	
              Re:

            	
              The
      [             ]
      agreement dated as of [      ], 200[ ] (the
      “Agreement”), among

            


    

    [IDENTIFY
PARTIES]

    


    I,
________________________________, the _____________________ of [NAME OF COMPANY]
(the “Company”), certify to [the Purchaser], [the Depositor], and the [Master
Servicer] [Securities Administrator] [Trustee], and their officers, with the
knowledge and intent that they will rely upon this certification,
that:

     

    (1)           I
have reviewed the servicer compliance statement of the Company provided in
accordance with Item 1123 of Regulation AB (the “Compliance Statement”), the
report on assessment of the Company’s compliance with the servicing criteria set
forth in Item 1122(d) of Regulation AB and identified as the responsibility of
the Company on Exhibit B to Exhibit J to the Agreement (the “Servicing
Criteria”), provided in accordance with Rules 13a-18 and 15d-18 under Securities
Exchange Act of 1934, as amended (the “Exchange Act”) and Item 1122 of
Regulation AB (the “Servicing Assessment”), the registered public accounting
firm’s attestation report provided in accordance with Rules 13a-18 and 15d-18
under the Exchange Act and Section 1122(b) of Regulation AB (the “Attestation
Report”), and all servicing reports, officer’s certificates and other
information relating to the servicing of the Mortgage Loans by the Company
during 200[ ] that were delivered by the Company to the [Depositor] [Master
Servicer] [Securities Administrator] [Trustee] pursuant to the Agreement
(collectively, the “Company Servicing Information”);

     

    (2)           Based
on my knowledge, the Company Servicing Information, taken as a whole, does not
contain any untrue statement of a material fact or omit to state a material fact
necessary to make the statements made, in the light of the circumstances under
which such statements were made, not misleading with respect to the period of
time covered by the Company Servicing Information;

     

    (3)           Based
on my knowledge, all of the Company Servicing Information required to be
provided by the Company under the Agreement has been provided to the [Depositor]
[Master Servicer] [Securities Administrator] [Trustee];

     

    (4)           I
am responsible for reviewing the activities performed by the Company as servicer
under the Agreement, and based on my knowledge and the compliance review
conducted in preparing the Compliance Statement and except as disclosed in the
Compliance Statement, the Servicing Assessment or the Attestation Report, the
Company has fulfilled its obligations under the Agreement in all material
respects; and

     

    (5)           The
Compliance Statement required to be delivered by the Company pursuant to this
Agreement, and the Servicing Assessment and Attestation Report required to be
provided by the Company and by any Subservicer and Subcontractor pursuant to the
Agreement, have been provided to the [Depositor] [Master
Servicer].  Any material instances of noncompliance described in such
reports have been disclosed to the [Depositor] [Master Servicer].  Any
material instance of noncompliance with the Servicing Criteria has been
disclosed in such reports.

     


    
      
         


      

      
        EXHIBIT J
- Page 14

        
          

        

      

      
         


      

    


    


    
      	 
      	
              Date:

            	 
      
	 
      	 
      	 
      
	 
      	 
      	 
      
	 
      	
              By:

            	 
      
	 
      	 
      	
              Name:

            
	 
      	 
      	
              Title:

            


    

    



    
      
         


      

      
        EXHIBIT J
- Page 15

        
          

        

      

      
         


      

    


    EXHIBIT
B

    SERVICING
CRITERIA TO BE ADDRESSED IN ASSESSMENT OF COMPLIANCE

     

    The
assessment of compliance to be delivered by [the Company] [Name of Subservicer]
shall address, at a minimum, the criteria identified as below as “Applicable
Servicing Criteria”;

     

    
      	
              Servicing
      Criteria

            	
              Applicable

              Servicing

              Criteria

            
	
              Reference

            	
              Criteria

            	 
      
	 
      	
              General
      Servicing Considerations

            	 
      
	
              1122(d)(1)(i)

            	
              Policies
      and procedures are instituted to monitor any performance or other triggers
      and events of default in accordance with the transaction
      agreements.

            	
              X

            
	
              1122(d)(1)(ii)

            	
              If
      any material servicing activities are outsourced to third parties,
      policies and procedures are instituted to monitor the third party’s
      performance and compliance with such servicing activities.

            	
              X

            
	
              1122(d)(1)(iii)

            	
              Any
      requirements in the transaction agreements to maintain a back-up servicer
      for the mortgage loans are maintained.

            	 
      
	
              1122(d)(1)(iv)

            	
              A
      fidelity bond and errors and omissions policy is in effect on the party
      participating in the servicing function throughout the reporting period in
      the amount of coverage required by and otherwise in accordance with the
      terms of the transaction agreements.

            	
              X

            
	 
      	
              Cash
      Collection and Administration

            	 
      
	
              1122(d)(2)(i)

            	
              Payments
      on mortgage loans are deposited into the appropriate custodial bank
      accounts and related bank clearing accounts no more than two business days
      following receipt, or such other number of days specified in the
      transaction agreements.

            	
              X

            
	
              1122(d)(2)(ii)

            	
              Disbursements
      made via wire transfer on behalf of an obligor or to an investor are made
      only by authorized personnel.

            	
              X

            
	
              1122(d)(2)(iii)

            	
              Advances
      of funds or guarantees regarding collections, cash flows or distributions,
      and any interest or other fees charged for such advances, are made,
      reviewed and approved as specified in the transaction
      agreements.

            	
              X

            
	
              1122(d)(2)(iv)

            	
              The
      related accounts for the transaction, such as cash reserve accounts or
      accounts established as a form of overcollateralization, are separately
      maintained (e.g., with respect to commingling of cash) as set forth in the
      transaction agreements.

            	
              X

            


    

    



    
      
         


      

      
        EXHIBIT J
- Page 16

        
          

        

      

      
         


      

    


    


    
      	
              Servicing
      Criteria

            	
              Applicable

              Servicing

              Criteria

            	 
      
	
              Reference

            	
              Criteria

            	 
      	 
      
	
              1122(d)(2)(v)

            	
              Each
      custodial account is maintained at a federally insured depository
      institution as set forth in the transaction agreements.  For
      purposes of this criterion, “federally insured depository institution”
      with respect to a foreign financial institution means a foreign financial
      institution

              that
      meets the requirements of Rule 13k-1 (b)(1) of the Securities Exchange
      Act.

            	
              X

            	 
      
	
              1122(d)(2)(vi)

            	
              Unissued checks are safeguarded
      so as to prevent unauthorized access.

            	
              X

            	 
      
	
              1122(d)(2)(vii)

            	
              Reconciliations
      are prepared on a monthly basis for all asset-backed securities related
      bank accounts, including custodial accounts and related bank clearing
      accounts.  These reconciliations are (A) mathematically
      accurate; (B) prepared within 30 calendar days after the bank statement
      cutoff date, or such other number of days specified in the transaction
      agreements; (C) reviewed and approved by someone other than the person who
      prepared the reconciliation; and (D) contain explanations for reconciling
      items.  These reconciling items are resolved within 90 calendar
      days of their original identification, or such other number of days
      specified in the transaction agreements.

            	
              X

            	 
      
	 
      	
              Investor
      Remittances and Reporting

            	 
      	 
      
	
              1122(d)(3)(i)

            	
              Reports
      to investors, including those to be filed with the Commission, are
      maintained in accordance with the transaction agreements and applicable
      Commission requirements.   Specifically, such reports (A)
      are prepared in accordance with timeframes and other terms set forth in
      the transaction agreements; (B) provide information calculated in
      accordance with the terms specified in the transaction agreements; (C) are
      filed with the Commission as required by its rules and regulations; and
      (D) agree with investors’ or the trustee’s records as to the total unpaid
      principal balance and number of mortgage loans serviced by the
      Servicer.

            	
              X

            
	
              1122(d)(3)(ii)

            	
              Amounts
      due to investors are allocated and remitted in accordance with timeframes,
      distribution priority and other terms set forth in the transaction
      agreements.

            	
              X

            
	
              1122(d)(3)(iii)

            	
              Disbursements
      made to an investor are posted within two business days to the Servicer’s
      investor records, or such other number of days specified in the
      transaction agreements.

            	
              X

            
	
              1122(d)(3)(iv)

            	
              Amounts
      remitted to investors per the investor reports agree with cancelled
      checks, or other form of payment, or custodial bank
      statements.

            	
              X

            


    

    



    
      
         


      

      
        EXHIBIT J
- Page 17

        
          

        

      

      
         


      

    


    


    
      	
              Servicing
      Criteria

            	
              Applicable

              Servicing

              Criteria

            	 
      
	
              Reference

            	
              Criteria

            	 
      	 
      
	 
      	
              Pool
      Asset Administration

            	 
      
	
              1122(d)(4)(i)

            	
              Collateral
      or security on mortgage loans is maintained as required by the transaction
      agreements or related mortgage loan documents.

            	
              X

            
	
              1122(d)(4)(ii)

            	
              Mortgage
      loan and related documents are safeguarded as required by the transaction
      agreements

            	
              X

            
	
              1122(d)(4)(iii)

            	
              Any
      additions, removals or substitutions to the asset pool are made, reviewed
      and approved in accordance with any conditions or requirements in the
      transaction agreements.

            	
              X

            
	
              1122(d)(4)(iv)

            	
              Payments
      on mortgage loans, including any payoffs, made in accordance with the
      related mortgage loan documents are posted to the Servicer’s obligor
      records maintained no more than two business days after receipt, or such
      other number of days specified in the transaction agreements, and
      allocated to principal, interest or other items (e.g., escrow) in
      accordance with the related mortgage loan documents.

            	
              X

            
	
              1122(d)(4)(v)

            	
              The
      Servicer’s records regarding the mortgage loans agree with the Servicer’s
      records with respect to an obligor’s unpaid principal
    balance.

            	
              X

            
	
              1122(d)(4)(vi)

            	
              Changes
      with respect to the terms or status of an obligor’s mortgage loans (e.g.,
      loan modifications or re-agings) are made, reviewed and approved by
      authorized personnel in accordance with the transaction agreements and
      related pool asset documents.

            	
              X

            
	
              1122(d)(4)(vii)

            	
              Loss
      mitigation or recovery actions (e.g., forbearance plans, modifications and
      deeds in lieu of foreclosure, foreclosures and repossessions, as
      applicable) are initiated, conducted and concluded in accordance with the
      timeframes or other requirements established by the transaction
      agreements.

            	
              X

            
	
              1122(d)(4)(viii)

            	
              Records
      documenting collection efforts are maintained during the period a mortgage
      loan is delinquent in accordance with the transaction
      agreements.  Such records are maintained on at least a monthly
      basis, or such other period specified in the transaction agreements, and
      describe the entity’s activities in monitoring delinquent mortgage loans
      including, for example, phone calls, letters and payment rescheduling
      plans in cases where delinquency is deemed temporary (e.g., illness or
      unemployment).

            	
              X

            


    

    



    
      
         


      

      
        EXHIBIT J
- Page 18

        
          

        

      

      
         


      

    


    


    
      	
              Servicing
      Criteria

            	
              Applicable

              Servicing

              Criteria

            	 
      
	
              Reference

            	
              Criteria

            	 
      	 
      
	
              1122(d)(4)(ix)

            	
              Adjustments
      to interest rates or rates of return for mortgage loans with variable
      rates are computed based on the related mortgage loan
      documents.

            	
              X

            
	
              1122(d)(4)(x)

            	
              Regarding
      any funds held in trust for an obligor (such as escrow
      accounts):  (A) such funds are analyzed, in accordance with the
      obligor’s mortgage loan documents, on at least an annual basis, or such
      other period specified in the transaction agreements; (B) interest on such
      funds is paid, or credited, to obligors in accordance with applicable
      mortgage loan documents and state laws; and (C) such funds are returned to
      the obligor within 30 calendar days of full repayment of the related
      mortgage loans, or such other number of days specified in the transaction
      agreements.

            	
              X

            
	
              1122(d)(4)(xi)

            	
              Payments
      made on behalf of an obligor (such as tax or insurance payments) are made
      on or before the related penalty or expiration dates, as indicated on the
      appropriate bills or notices for such payments, provided that such support
      has been received by the servicer at least 30 calendar days prior to these
      dates, or such other number of days specified in the transaction
      agreements.

            	
              X

            
	
              1122(d)(4)(xii)

            	
              Any
      late payment penalties in connection with any payment to be made on behalf
      of an obligor are paid from the servicer’s funds and not charged to the
      obligor, unless the late payment was due to the obligor’s error or
      omission.

            	
              X

            
	
              1122(d)(4)(xiii)

            	
              Disbursements
      made on behalf of an obligor are posted within two business days to the
      obligor’s records maintained by the servicer, or such other number of days
      specified in the transaction agreements.

            	
              X

            
	
              1122(d)(4)(xiv)

            	
              Delinquencies,
      charge-offs and uncollectible accounts are recognized and recorded in
      accordance with the transaction agreements.

            	
              X

            
	
              1122(d)(4)(xv)

            	
              Any
      external enhancement or other support, identified in Item 1114(a)(1)
      through (3) or Item 1115 of Regulation AB, is maintained as set forth in
      the transaction agreements.

            	
              X

              if
      obligated under transaction
documents

            


    

    


    



    
      
         


      

      
        EXHIBIT J
- Page 19

        
          

        

      

      
         


      

    


    


    
      	 
      	 
      	
              [NAME
      OF COMPANY]

            
	 
      	 
      	
              [NAME
      OF SUBSERVICER]

            
	 
      	 
      	 
      	 
      
	 
      	 
      	
              Date:

            	 
      
	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      
	 
      	 
      	
              By:

            	 
      
	 
      	 
      	
              Name:

            	 
      
	 
      	 
      	
              Title:

            	 
      


    

    


    



    
      
         


      

      
        EXHIBIT J
- Page 20

        
          

        

      

      
         


      

    


    EXHIBIT
K

     

    LOAN
LEVEL FORMAT FOR TAPE INPUT,

    SERVICER
PERIOD REPORTING

    


    Standard  File
Layout - Master Servicing

    


    
      	
              Column
      Name

            	
              Description

            	
              Decimal

            	
              Format
      Comment

            	
              Max
      Size

            
	
              Each
      file requires the following fields:

            	 
      	 
      	 
      
	
              SER_INVESTOR_NBR

            	
              A
      value assigned by the Servicer to define a group of loans.

            	 
      	
              Text
      up to 20 digits

            	
              20

            
	
              LOAN_NBR

            	
              A
      unique identifier assigned to each loan by the investor.

            	 
      	
              Text
      up to 10 digits

            	
              10

            
	
              SERVICER_LOAN_NBR

            	
              A
      unique number assigned to a loan by the Servicer.  This may be
      different than the LOAN_NBR.

            	 
      	
              Text
      up to 10 digits

            	
              10

            
	
              SCHED_PAY_AMT

            	
              Scheduled
      monthly principal and scheduled interest payment that a borrower is
      expected to pay, P&I constant.

            	
              2

            	
              No
      commas(,) or dollar signs ($)

            	
              11

            
	
              NOTE_INT_RATE

            	
              The
      loan interest rate as reported by the Servicer.

            	
              4

            	
              Max
      length of 6

            	
              6

            
	
              NET_INT_RATE

            	
              The
      loan gross interest rate less the service fee rate as reported by the
      Servicer.

            	
              4

            	
              Max
      length of 6

            	
              6

            
	
              SERV_FEE_RATE

            	
              The
      servicer's fee rate for a loan as reported by the
Servicer.

            	
              4

            	
              Max
      length of 6

            	
              6

            
	
              SERV_FEE_AMT

            	
              The
      servicer's fee amount for a loan as reported by the
    Servicer.

            	
              2

            	
              No
      commas(,) or dollar signs ($)

            	
              11

            
	
              NEW_PAY_AMT

            	
              The
      new loan payment amount as reported by the Servicer.

            	
              2

            	
              No
      commas(,) or dollar signs ($)

            	
              11

            
	
              NEW_LOAN_RATE

            	
              The
      new loan rate as reported by the Servicer.

            	
              4

            	
              Max
      length of 6

            	
              6

            
	
              ARM_INDEX_RATE

            	
              The
      index the Servicer is using to calculate a forecasted
rate.

            	
              4

            	
              Max
      length of 6

            	
              6

            
	
              ACTL_BEG_PRIN_BAL

            	
              The
      borrower's actual principal balance at the beginning of the processing
      cycle.

            	
              2

            	
              No
      commas(,) or dollar signs ($)

            	
              11

            
	
              ACTL_END_PRIN_BAL

            	
              The
      borrower's actual principal balance at the end of the processing
      cycle.

            	
              2

            	
              No
      commas(,) or dollar signs ($)

            	
              11

            
	
              BORR_NEXT_PAY_DUE_DATE

            	
              The
      date at the end of processing cycle that the borrower's next payment is
      due to the Servicer, as reported by Servicer.

            	 
      	
              MM/DD/YYYY

            	
              10

            
	
              SERV_CURT_AMT_1

            	
              The
      first curtailment amount to be applied.

            	
              2

            	
              No
      commas(,) or dollar signs ($)

            	
              11

            
	
              SERV_CURT_DATE_1

            	
              The
      curtailment date associated with the first curtailment
    amount.

            	 
      	
              MM/DD/YYYY

            	
              10

            
	
              CURT_ADJ_
      AMT_1

            	
              The
      curtailment interest on the first curtailment amount, if
      applicable.

            	
              2

            	
              No
      commas(,) or dollar signs ($)

            	
              11

            
	
              SERV_CURT_AMT_2

            	
              The
      second curtailment amount to be applied.

            	
              2

            	
              No
      commas(,) or dollar signs ($)

            	
              11

            
	
              SERV_CURT_DATE_2

            	
              The
      curtailment date associated with the second curtailment
      amount.

            	 
      	
              MM/DD/YYYY

            	
              10

            
	
              CURT_ADJ_
      AMT_2

            	
              The
      curtailment interest on the second curtailment amount, if
      applicable.

            	
              2

            	
              No
      commas(,) or dollar signs ($)

            	
              11

            
	 
      	 
      	 
      	 
      	 
      


    


    
      
         


      

      
        EXHIBIT K
- Page 1

        
          

        

      

      
         


      

    


    


    
      	
              Column
      Name

            	
              Description

            	
              Decimal

            	
              Format
      Comment

            	
               Max
      Size

            
	
              SERV_CURT_AMT_3

            	
              The
      third curtailment amount to be applied.

            	
              2

            	
              No
      commas(,) or dollar signs ($)

            	
              11

            
	
              SERV_CURT_DATE_3

            	
              The
      curtailment date associated with the third curtailment
    amount.

            	 
      	
              MM/DD/YYYY

            	
              10

            
	
              CURT_ADJ_AMT_3

            	
              The
      curtailment interest on the third curtailment amount, if
      applicable.

            	
              2

            	
              No
      commas(,) or dollar signs ($)

            	
              11

            
	
              PIF_AMT

            	
              The
      loan "paid in full" amount as reported by the Servicer.

            	
              2

            	
              No
      commas(,) or dollar signs ($)

            	
              11

            
	
              PIF_DATE

            	
              The
      paid in full date as reported by the Servicer.

            	 
      	
              MM/DD/YYYY

            	
              10

            
	
              ACTION_CODE

            	
              The
      standard FNMA numeric code used to indicate the default/delinquent status
      of a particular loan.

            	 
      	
              Action
      Code Key: 15=Bankruptcy, 30=Foreclosure, , 60=PIF, 63=Substitution,
      65=Repurchase,70=REO

            	
              2

            
	
              INT_ADJ_AMT

            	
              The
      amount of the interest adjustment as reported by the
    Servicer.

            	
              2

            	
              No
      commas(,) or dollar signs ($)

            	
              11

            
	
              SOLDIER_SAILOR_ADJ_AMT

            	
              The
      Soldier and Sailor Adjustment amount, if applicable.

            	
              2

            	
              No
      commas(,) or dollar signs ($)

            	
              11

            
	
              NON_ADV_LOAN_AMT

            	
              The
      Non Recoverable Loan Amount, if applicable.

            	
              2

            	
              No
      commas(,) or dollar signs ($)

            	
              11

            
	
              LOAN_LOSS_AMT

            	
              The
      amount the Servicer is passing as a loss, if applicable.

            	
              2

            	
              No
      commas(,) or dollar signs ($)

            	
              11

            
	
              Plus
      the following applicable fields:

            	 
      	 
      	 
      
	
              SCHED_BEG_PRIN_BAL

            	
              The
      scheduled outstanding principal amount due at the beginning of the cycle
      date to be passed through to investors.

            	
              2

            	
              No
      commas(,) or dollar signs ($)

            	
              11

            
	
              SCHED_END_PRIN_BAL

            	
              The
      scheduled principal balance due to investors at the end of a processing
      cycle.

            	
              2

            	
              No
      commas(,) or dollar signs ($)

            	
              11

            
	
              SCHED_PRIN_AMT

            	
              The
      scheduled principal amount as reported by the Servicer for the current
      cycle -- only applicable for Scheduled/Scheduled Loans.

            	
              2

            	
              No
      commas(,) or dollar signs ($)

            	
              11

            
	
              SCHED_NET_INT

            	
              The
      scheduled gross interest amount less the service fee amount for the
      current cycle as reported by the Servicer -- only applicable for
      Scheduled/Scheduled Loans.

            	
              2

            	
              No
      commas(,) or dollar signs ($)

            	
              11

            
	
              ACTL_PRIN_AMT

            	
              The
      actual principal amount collected by the Servicer for the current
      reporting cycle -- only applicable for Actual/Actual
Loans.

            	
              2

            	
              No
      commas(,) or dollar signs ($)

            	
              11

            
	
              ACTL_NET_INT

            	
              The
      actual gross interest amount less the service fee amount for the current
      reporting cycle as reported by the Servicer -- only applicable for
      Actual/Actual Loans.

            	
              2

            	
              No
      commas(,) or dollar signs ($)

            	
              11

            
	
              PREPAY_PENALTY_
      AMT

            	
              The
      penalty amount received when a borrower prepays on his loan as reported by
      the Servicer.

            	
              2

            	
              No
      commas(,) or dollar signs ($)

            	
              11

            
	
              PREPAY_PENALTY_
      WAIVED

            	
              The
      prepayment penalty amount for the loan waived by the
    servicer.

            	
              2

            	
              No
      commas(,) or dollar signs ($)

            	
              11

            
	
              MOD_DATE

            	
              The
      Effective Payment Date of the Modification for the loan.

            	 
      	
              MM/DD/YYYY

            	
              10

            
	
              MOD_TYPE

            	
              The
      Modification Type.

            	 
      	
              Varchar
      - value can be alpha or numeric

            	
              30

            
	
              DELINQ_P&I_ADVANCE_AMT

            	
              The
      current outstanding principal and interest advances made by
      Servicer.

            	
              2

            	
              No
      commas(,) or dollar signs ($)

            	
              11

            
	
               

              BREACH_FLAG

            	
              Flag
      to indicate if the repurchase of a loan is due to a breach of
      Representations and Warranties

            	 
      	
              Y=Breach

              N=NO
      Breach

              Let
      blank if N/A

            	
              1

            


    

    



    
      
         


      

      
        EXHIBIT K
- Page 2

        
          

        

      

      
         


      

    


    EXHIBIT
L

     

    REPORTING
DATA FOR DEFAULTED LOANS

    


    
      	
              Column/Header
      Name

            	
              Description

            	
              Decimal

            	
              Format
      Comment

            
	
              SERVICER_LOAN_NBR

            	
              A
      unique number assigned to a loan by the Servicer.  This may be
      different than the LOAN_NBR

            	 
      	 
      
	
              LOAN_NBR

            	
              A
      unique identifier assigned to each loan by the originator.

            	 
      	 
      
	
              CLIENT_NBR

            	
              Servicer
      Client Number

            	 
      	 
      
	
              SERV_INVESTOR_NBR

            	
              Contains
      a unique number as assigned by an external servicer to identify a group of
      loans in their system.

            	 
      	 
      
	
              BORROWER_FIRST_NAME

            	
              First
      Name of the Borrower.

            	 
      	 
      
	
              BORROWER_LAST_NAME

            	
              Last
      name of the borrower.

            	 
      	 
      
	
              PROP_ADDRESS

            	
              Street
      Name and Number of Property

            	 
      	 
      
	
              PROP_STATE

            	
              The
      state where the  property located.

            	 
      	 
      
	
              PROP_ZIP

            	
              Zip
      code where the property is located.

            	 
      	 
      
	
              BORR_NEXT_PAY_DUE_DATE

            	
              The
      date that the borrower's next payment is due to the servicer at the end of
      processing cycle, as reported by Servicer.

            	 
      	
              MM/DD/YYYY

            
	
              LOAN_TYPE

            	
              Loan
      Type (i.e. FHA, VA, Conv)

            	 
      	 
      
	
              BANKRUPTCY_FILED_DATE

            	
              The
      date a particular bankruptcy claim was filed.

            	 
      	
              MM/DD/YYYY

            
	
              BANKRUPTCY_CHAPTER_CODE

            	
              The
      chapter under which the bankruptcy was filed.

            	 
      	 
      
	
              BANKRUPTCY_CASE_NBR

            	
              The
      case number assigned by the court to the bankruptcy
filing.

            	 
      	 
      
	
              POST_PETITION_DUE_DATE

            	
              The
      payment due date once the bankruptcy has been approved by the
      courts

            	 
      	
              MM/DD/YYYY

            
	
              BANKRUPTCY_DCHRG_DISM_DATE

            	
              The
      Date The Loan Is Removed From Bankruptcy. Either by Dismissal, Discharged
      and/or a Motion For Relief Was Granted.

            	 
      	
              MM/DD/YYYY

            
	
              LOSS_MIT_APPR_DATE

            	
              The
      Date The Loss Mitigation Was Approved By The Servicer

            	 
      	
              MM/DD/YYYY

            
	
              LOSS_MIT_TYPE

            	
              The
      Type Of Loss Mitigation Approved For A Loan Such As;

            	 
      	 
      
	
              LOSS_MIT_EST_COMP_DATE

            	
              The
      Date The Loss Mitigation /Plan Is Scheduled To End/Close

            	 
      	
              MM/DD/YYYY

            
	
              LOSS_MIT_ACT_COMP_DATE

            	
              The
      Date The Loss Mitigation Is Actually Completed

            	 
      	
              MM/DD/YYYY

            
	
              FRCLSR_APPROVED_DATE

            	
              The
      date DA Admin sends a letter to the servicer with instructions to begin
      foreclosure proceedings.

            	 
      	
              MM/DD/YYYY

            
	
              ATTORNEY_REFERRAL_DATE

            	
              Date
      File Was Referred To Attorney to Pursue Foreclosure

            	 
      	
              MM/DD/YYYY

            
	
              FIRST_LEGAL_DATE

            	
              Notice
      of 1st legal filed by an Attorney in a Foreclosure Action

            	 
      	
              MM/DD/YYYY

            
	
              FRCLSR_SALE_EXPECTED_DATE

            	
              The
      date by which a foreclosure sale is expected to occur.

            	 
      	
              MM/DD/YYYY

            
	
              FRCLSR_SALE_DATE

            	
              The
      actual date of the foreclosure sale.

            	 
      	
              MM/DD/YYYY

            
	
              FRCLSR_SALE_AMT

            	
              The
      amount a property sold for at the foreclosure sale.

            	
              2

            	
              No
      commas(,) or dollar signs ($)

            
	
              EVICTION_START_DATE

            	
              The
      date the servicer initiates eviction of the borrower.

            	 
      	
              MM/DD/YYYY

            
	
              EVICTION_COMPLETED_DATE

            	
              The
      date the court revokes legal possession of the property from the
      borrower.

            	 
      	
              MM/DD/YYYY

            
	
              LIST_PRICE

            	
              The
      price at which an REO property is marketed.

            	
              2

            	
              No
      commas(,) or dollar signs ($)

            
	
              LIST_DATE

            	
              The
      date an REO property is listed at a particular price.

            	 
      	
              MM/DD/YYYY

            
	
              OFFER_AMT

            	
              The
      dollar value of an offer for an REO property.

            	
              2

            	
              No
      commas(,) or dollar signs ($)

            
	
              OFFER_DATE_TIME

            	
              The
      date an offer is received by DA Admin or by the Servicer.

            	 
      	
              MM/DD/YYYY

            
	
              REO_CLOSING_DATE

            	
              The
      date the REO sale of the property is scheduled to close.

            	 
      	
              MM/DD/YYYY

            
	
              REO_ACTUAL_CLOSING_DATE

            	
              Actual
      Date Of REO Sale

            	 
      	
              MM/DD/YYYY

            


    


    
      
         


      

      
        EXHIBIT L
- Page 1

        
          

        

      

      
         


      

    


    


    
      	
              OCCUPANT_CODE

            	
              Classification
      of how the property is occupied.

            	 
      	 
      
	
              PROP_CONDITION_CODE

            	
              A
      code that indicates the condition of the property.

            	 
      	 
      
	
              PROP_INSPECTION_DATE

            	
              The
      date a  property inspection is performed.

            	 
      	
              MM/DD/YYYY

            
	
              APPRAISAL_DATE

            	
              The
      date the appraisal was done.

            	 
      	
              MM/DD/YYYY

            
	
              CURR_PROP_VAL

            	
               The
      current "as is" value of the property based on brokers price opinion or
      appraisal.

            	
              2

            	 
      
	
              REPAIRED_PROP_VAL

            	
              The
      amount the property would be worth if repairs are completed pursuant to a
      broker's price opinion or appraisal.

            	
              2

            	 
      
	
              If applicable:

            	 
      	 
      	 
      
	
              DELINQ_STATUS_CODE

            	
              FNMA
      Code Describing Status of Loan

            	 
      	 
      
	
              DELINQ_REASON_CODE

            	
              The
      circumstances which caused a borrower to stop paying on a
      loan.   Code indicates the reason why the loan is in
      default for this cycle.

            	 
      	 
      
	
              MI_CLAIM_FILED_DATE

            	
              Date
      Mortgage Insurance Claim Was Filed With Mortgage Insurance
      Company.

            	 
      	
              MM/DD/YYYY

            
	
              MI_CLAIM_AMT

            	
              Amount
      of Mortgage Insurance Claim Filed

            	 
      	
              No
      commas(,) or dollar signs ($)

            
	
              MI_CLAIM_PAID_DATE

            	
              Date
      Mortgage Insurance Company Disbursed Claim Payment

            	 
      	
              MM/DD/YYYY

            
	
              MI_CLAIM_AMT_PAID

            	
              Amount
      Mortgage Insurance Company Paid On Claim

            	
              2

            	
              No
      commas(,) or dollar signs ($)

            
	
              POOL_CLAIM_FILED_DATE

            	
              Date
      Claim Was Filed With Pool Insurance Company

            	 
      	
              MM/DD/YYYY

            
	
              POOL_CLAIM_AMT

            	
              Amount
      of Claim Filed With Pool Insurance Company

            	
              2

            	
              No
      commas(,) or dollar signs ($)

            
	
              POOL_CLAIM_PAID_DATE

            	
              Date
      Claim Was Settled and The Check Was Issued By The Pool
    Insurer

            	 
      	
              MM/DD/YYYY

            
	
              POOL_CLAIM_AMT_PAID

            	
              Amount
      Paid On Claim By Pool Insurance Company

            	
              2

            	
              No
      commas(,) or dollar signs ($)

            
	
              FHA_PART_A_CLAIM_FILED_DATE

            	
               Date
      FHA Part A Claim Was Filed With HUD

            	 
      	
              MM/DD/YYYY

            
	
              FHA_PART_A_CLAIM_AMT

            	
               Amount
      of FHA Part A Claim Filed

            	
              2

            	
              No
      commas(,) or dollar signs ($)

            
	
              FHA_PART_A_CLAIM_PAID_DATE

            	
               Date
      HUD Disbursed Part A Claim Payment

            	 
      	
              MM/DD/YYYY

            
	
              FHA_PART_A_CLAIM_PAID_AMT

            	
               Amount
      HUD Paid on Part A Claim

            	
              2

            	
              No
      commas(,) or dollar signs ($)

            
	
              FHA_PART_B_CLAIM_FILED_DATE

            	
                Date
      FHA Part B Claim Was Filed With HUD

            	 
      	
              MM/DD/YYYY

            
	
              FHA_PART_B_CLAIM_AMT

            	
                Amount
      of FHA Part B Claim Filed

            	
              2

            	
              No
      commas(,) or dollar signs ($)

            
	
              FHA_PART_B_CLAIM_PAID_DATE

            	
                 Date
      HUD Disbursed Part B Claim Payment

            	 
      	
              MM/DD/YYYY

            
	
              FHA_PART_B_CLAIM_PAID_AMT

            	
               Amount
      HUD Paid on Part B Claim

            	
              2

            	
              No
      commas(,) or dollar signs ($)

            
	
              VA_CLAIM_FILED_DATE

            	
               Date
      VA Claim Was Filed With the Veterans Admin

            	 
      	
              MM/DD/YYYY

            
	
              VA_CLAIM_PAID_DATE

            	
               Date
      Veterans Admin. Disbursed VA Claim Payment

            	 
      	
              MM/DD/YYYY

            
	
              VA_CLAIM_PAID_AMT

            	
               Amount
      Veterans Admin. Paid on VA Claim

            	
              2

            	
              No
      commas(,) or dollar signs ($)

            


    

    



    
      
         


      

      
        EXHIBIT L
- Page 2

        
          

        

      

      
         


      

    


    


    
      	
              MOTION_FOR_RELIEF_DATE

            	
              The
      date the Motion for Relief was filed

            	
              10

            	
              MM/DD/YYYY

            
	
              FRCLSR_BID_AMT

            	
              The
      foreclosure sale bid amount

            	
              11

            	
              No
      commas(,) or dollar signs ($)

            
	
              FRCLSR_SALE_TYPE

            	
              The
      foreclosure sales results: REO, Third Party, Conveyance to
      HUD/VA

            	 
      	 
      
	
              REO_PROCEEDS

            	
              The
      net proceeds from the sale of the REO property.

            	 
      	
              No
      commas(,) or dollar signs ($)

            
	
              BPO_DATE

            	
              The
      date the BPO was done.

            	 
      	 
      
	
              CURRENT_FICO

            	
              The
      current FICO score

            	 
      	 
      
	
              HAZARD_CLAIM_FILED_DATE

            	
              The
      date the Hazard Claim was filed with the Hazard Insurance
      Company.

            	
              10

            	
              MM/DD/YYYY

            
	
              HAZARD_CLAIM_AMT

            	
              The
      amount of the Hazard Insurance Claim filed.

            	
              11

            	
              No
      commas(,) or dollar signs ($)

            
	
              HAZARD_CLAIM_PAID_DATE

            	
              The
      date the Hazard Insurance Company disbursed the claim
    payment.

            	
              10

            	
              MM/DD/YYYY

            
	
              HAZARD_CLAIM_PAID_AMT

            	
              The
      amount the Hazard Insurance Company paid on the claim.

            	
              11

            	
              No
      commas(,) or dollar signs ($)

            
	
              ACTION_CODE

            	
              Indicates
      loan status

            	 
      	
              Number

            
	
              NOD_DATE

            	 
      	 
      	
              MM/DD/YYYY

            
	
              NOI_DATE

            	 
      	 
      	
              MM/DD/YYYY

            
	
              ACTUAL_PAYMENT_PLAN_START_DATE

            	 
      	 
      	
              MM/DD/YYYY

            
	
              ACTUAL_PAYMENT_
      PLAN_END_DATE

            	 
      	 
      	 
      
	
              ACTUAL_REO_START_DATE

            	 
      	 
      	
              MM/DD/YYYY

            
	
              REO_SALES_PRICE

            	 
      	 
      	
              Number

            
	
              REALIZED_LOSS/GAIN

            	
              As
      defined in the Servicing Agreement

            	 
      	
              Number

            


    

     

    



    
      
         


      

      
        EXHIBIT L
- Page 3

        
          

        

      

      
         


      

    


    


     

    


    
      Exhibit 2:
Standard File
Codes – Delinquency Reporting

    

     

    


    The Loss Mit
Type field should show the approved Loss Mitigation Code as
follows:

    


    
      	 
      	
              · ASUM-

            	
              Approved
      Assumption

            
	 
      	
              · BAP-

            	
              Borrower
      Assistance Program

            
	 
      	
              · CO-

            	
              Charge
      Off

            
	 
      	
              · DIL-

            	
              Deed-in-Lieu

            
	 
      	
              · FFA-

            	
              Formal
      Forbearance Agreement

            
	 
      	
              · MOD-

            	
              Loan
      Modification

            
	 
      	
              · PRE-

            	
              Pre-Sale

            
	 
      	
              · SS-

            	
              Short
      Sale

            
	 
      	
              · MISC-

            	
              Anything
      else approved by the PMI or Pool
Insurer

            


    

    


     

    NOTE:
Wells Fargo Bank will accept alternative Loss Mitigation Types to those above,
provided that they are consistent with industry standards.  If Loss
Mitigation Types other than those above are used, the Servicer must supply Wells
Fargo Bank with a description of each of the Loss Mitigation Types prior to
sending the file.

     

    


     

    The Occupant
Code field should show the current status of the property code as
follows:

    
      	 
      	
              · Mortgagor

            	 
      
	 
      	
              · Tenant

            	 
      
	 
      	
              · Unknown

            	 
      
	 
      	
              · Vacant

            	 
      


    

     

    


     

    The Property
Condition field should show the last reported condition of the property
as follows:

    
      	 
      	
              · Damaged

            	 
      
	 
      	
              · Excellent

            	 
      
	 
      	
              · Fair

            	 
      
	 
      	
              · Gone

            	 
      
	 
      	
              · Good

            	 
      
	 
      	
              · Poor

            	 
      
	 
      	
              · Special
      Hazard

            	 
      
	 
      	
              · Unknown

            	 
      


    

     

    



    
      
         


      

      
        EXHIBIT L
- Page 4

        
          

        

      

      
         


      

    


     

    


    
      Exhibit 2:
Standard File
Codes – Delinquency Reporting, Continued

    

     

    


     

    The FNMA
Delinquent Reason Code field should show the Reason for Delinquency as
follows:

     

    


    
      	
              Delinquency
      Code

            	
              Delinquency
      Description

            
	
              001

            	
              FNMA-Death
      of principal mortgagor

            
	
              002

            	
              FNMA-Illness
      of principal mortgagor

            
	
              003

            	
              FNMA-Illness
      of mortgagor’s family member

            
	
              004

            	
              FNMA-Death
      of mortgagor’s family member

            
	
              005

            	
              FNMA-Marital
      difficulties

            
	
              006

            	
              FNMA-Curtailment
      of income

            
	
              007

            	
              FNMA-Excessive
      Obligation

            
	
              008

            	
              FNMA-Abandonment
      of property

            
	
              009

            	
              FNMA-Distant
      employee transfer

            
	
              011

            	
              FNMA-Property
      problem

            
	
              012

            	
              FNMA-Inability
      to sell property

            
	
              013

            	
              FNMA-Inability
      to rent property

            
	
              014

            	
              FNMA-Military
      Service

            
	
              015

            	
              FNMA-Other

            
	
              016

            	
              FNMA-Unemployment

            
	
              017

            	
              FNMA-Business
      failure

            
	
              019

            	
              FNMA-Casualty
      loss

            
	
              022

            	
              FNMA-Energy
      environment costs

            
	
              023

            	
              FNMA-Servicing
      problems

            
	
              026

            	
              FNMA-Payment
      adjustment

            
	
              027

            	
              FNMA-Payment
      dispute

            
	
              029

            	
              FNMA-Transfer
      of ownership pending

            
	
              030

            	
              FNMA-Fraud

            
	
              031

            	
              FNMA-Unable
      to contact borrower

            
	
              INC

            	
              FNMA-Incarceration

            


    

    



    
      
         


      

      
        EXHIBIT L
- Page 5

        
          

        

      

      
         


      

    


    


    
      Exhibit 2:
Standard File
Codes – Delinquency Reporting, Continued

    

    


     

    The FNMA
Delinquent Status Code field should show the Status of Default as
follows:

     

    


    
      	
              Status
      Code

            	
              Status
      Description

            
	
              09

            	
              Forbearance

            
	
              17

            	
              Pre-foreclosure
      Sale Closing Plan Accepted

            
	
              24

            	
              Government
      Seizure

            
	
              26

            	
              Refinance

            
	
              27

            	
              Assumption

            
	
              28

            	
              Modification

            
	
              29

            	
              Charge-Off

            
	
              30

            	
              Third
      Party Sale

            
	
              31

            	
              Probate

            
	
              32

            	
              Military
      Indulgence

            
	
              43

            	
              Foreclosure
      Started

            
	
              44

            	
              Deed-in-Lieu
      Started

            
	
              49

            	
              Assignment
      Completed

            
	
              61

            	
              Second
      Lien Considerations

            
	
              62

            	
              Veteran’s
      Affairs-No Bid

            
	
              63

            	
              Veteran’s
      Affairs-Refund

            
	
              64

            	
              Veteran’s
      Affairs-Buydown

            
	
              65

            	
              Chapter
      7 Bankruptcy

            
	
              66

            	
              Chapter
      11 Bankruptcy

            
	
              67

            	
              Chapter
      13 Bankruptcy

            


    

     

    



    
      
         


      

      
        EXHIBIT L
- Page 6

        
          

        

      

      
         


      

    


    EXHIBIT
M

    


    Calculation of Realized
Loss/Gain Form 332– Instruction Sheet

    (a)           1.           The
numbers on the form correspond with the numbers listed below.

     

    Liquidation and Acquisition
Expenses:

     

    
      	
               
      

            	
              1.

            	
              The
      Actual Unpaid Principal Balance of the Mortgage Loan.  For
      documentation, an Amortization Schedule from date of default through
      liquidation breaking out the net interest and servicing fees advanced is
      required.

            


    

     

     

    


     

    
      	
               
      

            	
              2.

            	
              The
      Total Interest Due less the aggregate amount of servicing fee that would
      have been earned if all delinquent payments had been made as agreed. For
      documentation, an Amortization Schedule from date of default through
      liquidation breaking out the net interest and servicing fees advanced is
      required.

            


    

     

    
      	
               
      

            	
              3.

            	
              Accrued
      Servicing Fees based upon the Scheduled Principal Balance of the Mortgage
      Loan as calculated on a monthly basis. For documentation, an Amortization
      Schedule from date of default through liquidation breaking out the net
      interest and servicing fees advanced is
  required.

            


    

     

    
      	
              4-12.

            	
              Complete
      as applicable.  All line entries must be supported by copies of
      appropriate statements, vouchers, receipts, bills, canceled checks, etc.,
      to document the expense.  Entries not properly documented will
      not be reimbursed to the Servicer.

            


    

     

    
      	
               
      

            	
              13.

            	
              The
      total of lines 1 through 12.

            


    

     

    
      	
               
      

            	
              (b)

            	
              Credits:

            


    

     

    
      	
              14-21.

            	
              Complete
      as applicable.  All line entries must be supported by copies of
      the appropriate claims forms, EOBs, HUD-1 and/or other proceeds
      verification, statements, payment checks, etc. to document the
      credit.  If the Mortgage Loan is subject to a Bankruptcy
      Deficiency, the difference between the Unpaid Principal Balance of the
      Note prior to the Bankruptcy Deficiency and the Unpaid Principal Balance
      as reduced by the Bankruptcy Deficiency should be input on line
      20.

            


    

     

     

    
      	
               
      

            	
              22.

            	
              The
      total of lines 14 through 21.

            


    

     

     

    


     

     

    
      	
               
      

            	
              Please note:
      For HUD/VA loans, use line (15) for Part A/Initial proceeds and line (16)
      for Part B/Supplemental proceeds.

            


    

     

    (h) Total
Realized Loss (or Amount of Any Gain)

     

    
      	
               
      

            	
              23.

            	
              The
      total derived from subtracting line 22 from 13.  If the amount
      represents a realized gain, show the amount in parenthesis
      (   ).

            


    

    


    



    
      
         


      

      
        M-1

        
          

        

      

      
         


      

    


    
      Exhibit 3A: Calculation of Realized Loss/Gain
Form 332

    

    


     

    WELLS
FARGO BANK, N.A.

     

    CALCULATION
OF REALIZED LOSS/GAIN

     

    


     

    
      	 
      	
              Prepared
      by:

            	 
      	
              Date:

            	 
      
	 
      	
              Phone:

            	 
      	
              Email
      Address:

            	 
      


    

    


    
      	             
      	
              Servicer
      Loan No.

               

               

               

            	 
      	
              Servicer
      Name

               

            	 
      	
              Servicer
      Address

            	 
      


    

     

    


     

     

    WELLS
FARGO BANK, N.A. Loan No._____________________________

     

     

    Borrower's
Name:________________________________________________________

     

     

    Property
Address:________________________________________________________________

     

     

    Liquidation
and Acquisition Expenses:

     

    
      	
              (1)  Actual
      Unpaid Principal Balance of Mortgage Loan

            	
              $

            	 
      	
              (1)

            
	
              (2)  Interest
      accrued at Net Rate

            	 
      	
              (2)

            
	
              (3)  Accrued
      Servicing Fees

            	 
      	
              (3)

            
	
              (4)  Attorney's
      Fees

            	 
      	
              (4)

            
	
              (5)  Taxes

            	 
      	
              (5)

            
	
              (6)  Property
      Maintenance

            	 
      	
              (6)

            
	
              (7)  MI/Hazard
      Insurance Premiums

            	 
      	
              (7)

            
	
              (8)  Utility
      Expenses

            	 
      	
              (8)

            
	
              (9)  Appraisal/BPO

            	 
      	
              (9)

            
	
              (10)
      Property Inspections

            	 
      	
              (10)

            
	
              (11)
      FC Costs/Other Legal Expenses

            	 
      	
              (11)

            
	
              (12)
      Other (itemize)

            	
              $

            	 
      	
              (12)

            
	 
      	
              Cash
      for Keys

            	 
      	 
      	 
      	 
      
	 
      	
              HOA/Condo
      Fees

            	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      	 
      
	 
      	
              Total
      Expenses

            	 
      	
              $

            	 
      	
              (13)

            
	
              Credits:

            	 
      	 
      
	
              (14)  Escrow
      Balance

            	
              $

            	 
      	
              (14)

            
	
              (15)  HIP
      Refund

            	 
      	
              (15)

            
	
              (16)  Rental
      Receipts

            	 
      	
              (16)

            
	
              (17)  Hazard
      Loss Proceeds

            	 
      	
              (17)

            
	
              (18)  Primary
      Mortgage Insurance Proceeds

            	 
      	
              (18)

            
	
              (19)           Pool
      Insurance Proceeds

            	 
      	
              (19)

            
	
              (20)           Proceeds
      from Sale of Acquired Property

            	 
      	
              (20)

            
	
              (21)           Other
      (itemize)

            	 
      	
              (21)

            
	 
      	 
      	 
      	 
      	 
      	 
      


    

     

     

    
      
        
        

      

      
        EXHIBIT M
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              Total
      Credits

            	 
      	
              $

            	 
      	
              (22)

            
	 
      	 
      	 
      	 
      
	
              Total
      Realized Loss (or Amount of Gain)

            	
              $

            	 
      	
              (23)

            


    


    
      
         


      

      
        EXHIBIT M
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