formofmlpservicingagreement.htm


     

     

     

     

    EXHIBIT
      10.2

     

    
 

    
      


      


      


      


      


      


      


      FORM
        OF
        MORTGAGE LOAN PURCHASE AND SERVICING AGREEMENT

      


       

      
        


        


        CITIMORTGAGE,
          INC.

        Purchaser

        


        


        ABN
          AMRO
          MORTGAGE GROUP, INC.

        Seller
          and Servicer

        


        


        


        


        


        Dated
          as
          of June 1, 2007

        


        



        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        


        


        MORTGAGE
          LOAN PURCHASE AND SERVICING AGREEMENT

        


        


        This
          is a
          MORTGAGE LOAN PURCHASE AND SERVICING AGREEMENT (the "Agreement"), dated
          as of
          June 1, 2007, by and between CitiMortgage, Inc., having an office at 1000
          Technology Drive, O’Fallon, MO 63368 (the "Purchaser") and ABN AMRO Mortgage
          Group, Inc. having an office at 6300 Interfirst Drive, Ann Arbor, Michigan
          48108
          (the "Seller").

        


        W
          I T
          N E S S E T H:

        


        WHEREAS,
          the Seller desires to sell, from time to time, to the Purchaser, and the
          Purchaser desires to purchase, from time to time, from the Seller, certain
          fixed
          and adjustable rate Conventional, FHA Insured and VA Guaranteed mortgage
          loans
          (the "Mortgage Loans") as described herein on a servicing retained basis,
          and
          which shall be delivered in groups of whole loans on various dates as provided
          herein (each a "Closing Date");

        


        WHEREAS,
          each Mortgage Loan is secured by a mortgage, deed of trust or other security
          instrument creating a first lien on a residential dwelling located in the
          jurisdiction indicated on the Mortgage Loan Schedule for the related Mortgage
          Loan Package, which is to be annexed hereto on each Closing Date as Schedule
          I;

        


        WHEREAS,
          following its purchase of the Mortgage Loans from Seller, Purchaser may
          desire
          to sell some or all of the Mortgage Loans in a whole loan transfer or to
          securitize some or all of the Mortgage Loans through FNMA;

        


        WHEREAS,
          the Purchaser and the Seller wish to prescribe the manner of the conveyance,
          servicing and control of the Mortgage Loans; and

        


        NOW,
          THEREFORE, in consideration of the premises and mutual agreements set forth
          herein, and for other good and valuable consideration, the receipt and
          sufficiency of which are hereby acknowledged, the Purchaser and the Seller
          agree
          as follows:

        


        SECTION
          1.                             Definitions.
          For purposes of this Agreement the following capitalized terms shall have
          the
          respective meanings set forth below.

        


        Adjustable
          Rate Mortgage Loan: A Mortgage Loan which provides for the adjustment of the
          Mortgage Interest Rate payable in respect thereto.

        


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


        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        


        Agreement:  This
          Mortgage Loan Purchase and Servicing Agreement including all exhibits,
          schedules, amendments and supplements hereto.

        


        Appraised
          Value:  With respect to any Mortgaged Property, the lesser of (i)
          the value thereof as determined by an appraisal made for the originator
          of the
          Mortgage Loan at the time of origination of the Mortgage Loan by an appraiser
          who met the minimum requirements of FNMA and FHLMC, and (ii) the purchase
          price
          paid for the related Mortgaged Property by the Mortgagor with the proceeds
          of
          the Mortgage Loan; provided, however, in the case of a Refinanced Mortgage
          Loan,
          such value of the Mortgaged Property is based solely upon the value determined
          by an appraisal made for the originator of such Refinanced Mortgage Loan
          at the
          time of origination of such Refinanced Mortgage Loan by an appraiser who
          met the
          minimum requirements of FNMA and FHLMC. Each appraisal was performed in
          accordance with the requirements of the Financial Institutions Reform,
          Recovery
          and Enforcement Act of 1989.

        


        Assignment
          of Mortgage: An individual 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 give
          record
          notice of the sale of the Mortgage to the Purchaser.

        


        BIF:
          The Bank Insurance Fund, or any successor thereto.

        


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

        


        Cash-Out
          Refinancing:  A Refinanced Mortgage Loan the proceeds of which
          were in excess of the principal balance of any existing first mortgage
          on the
          related Mortgaged Property and related closing costs, and were used to
          pay any
          such existing first mortgage, related closing costs and subordinate mortgages
          on
          the related Mortgaged Property.

        


        Closing
          Date: The date or dates on which the Purchaser from time to time shall
          purchase and the Seller from time to time shall sell to the Purchaser,
          the
          Mortgage Loans listed on the related Mortgage Loan Schedule with respect
          to the
          related Mortgage Loan Package.

        


        Closing
          Documents:  With respect to any Closing Date, the documents
          required pursuant to Section 9.

        


        Code:  The
          Internal Revenue Code of 1986, or any successor statute thereto.

        


        Condemnation
          Proceeds:  All awards, compensation and settlements in respect of
          a taking of all or part of a Mortgaged Property by exercise of the power
          of
          condemnation or the right of eminent domain.


        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        


        


        Commitment
          Letter:  With respect to the Mortgage Loan Package purchased and
          sold on any Closing Date, the letter agreement between the Purchaser and
          the
          Seller, in the form annexed hereto as Exhibit 9 (including any exhibits,
          schedules and attachments thereto), setting forth the terms and conditions
          of
          such transaction and describing the Mortgage Loans to be purchased by the
          Purchaser on such Closing Date.

        


        Conventional
          Mortgage Loan: Any Mortgage Loan that is neither an FHA Loan nor a VA
          Loan.

        


        Convertible
          Mortgage Loan: A Mortgage Loan that by its terms and subject to certain
          conditions contained in the related Mortgage or Mortgage Note allows the
          Mortgagor to convert the adjustable Mortgage Interest Rate on such Mortgage
          Loan
          to a fixed Mortgage Interest Rate.

        


        Custodial
          Account: The separate account or accounts, each of which shall be an
          Eligible Account, created and maintained pursuant to this Agreement which
          shall
          be entitled "______., as servicer, in trust for the Purchaser and various
          Mortgagors, Fixed and Adjustable Rate Conventional, FHA or VA Mortgage
          Loans".

        


        Custodial
          Agreement: The custodian agreement attached hereto as Exhibit 5, if
          applicable.

        


        Custodian:  The
          custodian, which may be Seller or any affiliate of Seller, or its successor
          in
          interest or any successor to the Custodian under the Custodial Agreement
          as
          therein provided.

        


        Cut-Off
          Date: The day of the month referenced in the applicable Commitment
          Letter.

        


        Determination
          Date:  With respect to each Distribution Date, the fifteenth
          (15th) day
          of
          the calendar month in which such Distribution Date occurs or, if such fifteenth
          (15th) day
          is
          not a Business Day, the Business Day preceding such fifteenth (15th) day.

        


        Distribution
          Date: The eighteenth (18th)
          day of each
          month, commencing on the eighteenth (18th) day
          of the month
          next following the month in which the related Cut-off Date occurs, or if
          such
          eighteenth (18th) day
          is not a
          Business Day, the Business Day following such eighteenth (18th)
          day..

        


        Due
          Date: With respect to each Distribution Date, the first day of the calendar
          month in which such Distribution Date occurs, which is the day on which
          the
          Monthly Payment is due on a Mortgage Loan, exclusive of any days of
          grace.

        


        Due
          Period: The period beginning on the second day of any month and ending on
          the first day of next month.


        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        


        Eligible
          Account: Either (i) an account or accounts maintained with a federal or
          state chartered depository institu­tion or trust company the short-term
          unsecured debt obligations of which (or, in the case of a depository institution
          or trust company that is the principal subsidiary of a holding company,
          the
          short-term unsecured debt obligations of such holding company) are rated
          A-1 by
          Standard & Poor's Ratings Services or Prime-1 by Moody's Investors Service
          (or a comparable rating if another rating agency is specified by the Purchaser
          by written notice to the Seller) at the time any amounts are held on deposit
          therein, (ii) an account or accounts the deposits in which are fully insured
          by
          the FDIC or (iii) a trust account or accounts maintained with a federal
          or state
          chartered depository institution or trust company acting in its fiduciary
          capacity.  Eligible Accounts may bear interest.

        


        Escrow
          Account: The separate trust account or accounts created and maintained
          pursuant to this Agreement which shall be entitled "______., as servicer,
          in
          trust for the Purchaser and various Mortgagors, Fixed and Adjustable Rate
          Conventional, FHA or VA Mortgage Loans."

        


        Escrow
          Payments: The amounts constituting ground rents, taxes, assessments, water
          charges, sewer rents, Primary Insurance Policy premiums, fire and hazard
          insurance premiums and other payments required to be escrowed by the Mortgagor
          with the Mortgagee pursuant to the terms of any Mortgage Note or
          Mortgage.

        


        Event
          of Default:  Any one of the events enumerated in Section
          13.01.

        


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

        


        FHA:  The
          Federal Housing Administration, an agency within the United States Department
          of
          Housing and Urban Development, or any successor thereto and including the
          Federal Housing Commissioner and the Secretary of Housing and Urban Development
          where appropriate under the FHA Regulations.

        


        FHA
          Approved Mortgagee: Those institutions which are approved by FHA to act as
          servicer and mortgagee of record pursuant to FHA Regulations.

        


        FHA
          Insurance Contract or FHA Insurance:  The contrac­tual
          obligation of FHA respecting the insurance of an FHA Loan pursuant to the
          National Housing Act, as amended.

        


        FHA
          Loan:  A Mortgage Loan which is the subject of an FHA Insurance
          Contract as evidenced by a Mortgage Insurance Certificate.

        


        FHA
          Regulations:  Regulations promulgated by HUD under the National
          Housing Act, codified in 24 Code of Federal Regula­tions, and other HUD
          issuances relating to FHA Loans, including the related Handbooks, Circulars,
          Notices and Mortgagee Letters.

        


        FHLMC:
          Federal Home Loan Mortgage Corporation or any successor
          thereto.


        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        


        Final
          Closing Date:  The Closing Date with respect to the purchase and
          sale of the final Mortgage Loan Package purchased hereunder.

        


        Fixed
          Rate Mortgage Loan: A Mortgage Loan wherein the Mortgage Interest Rate set
          forth in the Mortgage Note is fixed for the term of such Mortgage
          Loan.

        


        FNMA:
          Federal National Mortgage Association or any successor thereto.

        


        GNMA:
          Government National Mortgage Association or any successor thereto.

        


        Gross
          Margin: With respect to any Adjustable Rate Mortgage Loan, the fixed
          percentage amount set forth in the related Mortgage Note and the related
          Mortgage Loan Schedule that is added to the Index on each Adjustment Date
          in
          accordance with the terms of the related Mortgage Note to determine the
          new
          Mortgage Interest Rate for such Mortgage Loan, as provided in the related
          Commitment Letter.

        


        HUD:
          The United States Department of Housing and Urban Development, or any successor
          thereto.

        


        Index:
          With respect to any Adjustable Rate Mortgage Loan, a rate per annum, calculated
          as specified in Exhibit A to the related Commitment Letter, to which the
          Gross
          Margin is added on each Adjustment Date to determine the new Mortgage Interest
          Rate for such Mortgage Loan.

        


        Insurance
          Agreements: Collectively, the FHA Insurance Contracts and VA Guaranty
          Agreements.

        


        Insurance
          Proceeds: With respect to each Mortgage Loan, proceeds of insurance policies
          insuring the Mortgage Loan or the related Mortgaged Property.

        


        Liquidation
          Proceeds: Amounts, other than Insurance Proceeds and Condemnation Proceeds,
          received in connection with the liquidation of a defaulted Mortgage Loan through
          trustee's sale, foreclosure sale or received pursuant to an FHA Insurance
          Contract or a VA Guaranty Agreement or otherwise, other than amounts received
          following the acquisition of REO Property.

        


        Loan
          Guaranty Certificate: The Certificate evidencing a VA Guaranty
          Agreement.

        


        Loan-to-Value
          Ratio or LTV: With respect to any Mortgage Loan as of any date of
          determination, the ratio on such date of the outstanding principal amount
          of the
          Mortgage Loan, to the Appraised Value of the Mortgaged
          Property.


        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        


        


        Maximum
          Mortgage Interest Rate: With respect to each Adjustable Rate Mortgage Loan,
          a rate that is set forth on the related Mortgage Loan Schedule and in the
          related Mortgage Note and is the maximum interest rate to which the Mortgage
          Interest Rate on such Adjustable Rate Mortgage Loan may be increased on
          any
          Adjustment Date, as provided in the related Commitment Letter.

        


        Minimum
          Mortgage Interest Rate: With respect to each Adjustable Rate Mortgage Loan,
          a rate that is set forth on the related Mortgage Loan Schedule and in the
          related Mortgage Note and is the minimum interest rate to which the Mortgage
          Interest Rate on such Adjustable Rate Mortgage Loan may be decreased on
          any
          Adjustment Date, as provided in the related Commitment Letter.

        


        Monthly
          Payment: With respect to any Mortgage Loan, the scheduled combined payment
          of principal and interest payable by a Mortgagor under the related Mortgage
          Note
          on each Due Date, which may be changed on any Adjustment Date as provided
          in the
          related Mortgage Note.

        


        Mortgage:
          The mortgage, deed of trust or other instrument creating a first lien on
          Mortgaged Property securing the Mortgage Note.

        


        Mortgagee:  The
          mortgagee or beneficiary named in the Mortgage and the successors and assigns
          of
          such mortgagee or beneficiary.

        


        Mortgage
          File: The items pertaining to a particular Mortgage Loan referred to in
          Exhibit 4 annexed hereto, and any additional documents required to be
          added to the Mortgage File pursuant to this Agreement or the related Commitment
          Letter.

        


        Mortgage
          Insurance Certificate: The Certificate evidencing an FHA Insurance
          Contract.

        


        Mortgage
          Interest Rate: With respect to each Fixed Rate Mortgage Loan, the fixed
          annual rate of interest borne by the related Mortgage Note and set forth
          in the
          Mortgage Loan Schedule. With respect to each Adjustable Rate Mortgage Loan,
          the
          annual rate at which interest accrues on such Adjustable Rate Mortgage
          Loan from
          time to time in accordance with the provisions of the related Mortgage
          Note,
          which rate, (i) as of any date of determination until the first Adjustment
          Date
          following the related Cut-off Date shall be the rate set forth in the related
          Mortgage Loan Schedule as the Mortgage Interest Rate in effect immediately
          following the related Cut-off Date and (ii) as of any date of determination
          thereafter shall be the rate as adjusted on the most recent Adjustment
          Date, to
          equal the sum of the applicable Index plus the related Gross Margin; provided
          that the Mortgage Interest Rate on such Adjustable Rate Mortgage Loan on
          any
          Adjustment Date shall never be (a) more than the lesser of (1) the sum
          of the
          Mortgage Interest Rate in effect immediately prior to the Adjustment Date
          plus
          the related Periodic Rate Cap, if any, and (2) the related Maximum Mortgage
          Interest Rate or, (b) less than the greater of (1) the remainder of the
          Mortgage
          Interest Rate in effect immediately prior to the


        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        


        Adjustment
          Date minus the related Periodic Rate Cap, if any, and (2) the related Minimum
          Mortgage Interest Rate.

        


        Mortgage
          Loan: Each mortgage loan sold, assigned and transferred to the Purchaser
          pursuant to this Agreement and the related Commitment Letter and identified
          on
          the Mortgage Loan Schedule annexed to this Agreement on such Closing Date,
          which
          Mortgage Loan includes without limitation the Mortgage File, the Monthly
          Payments, Principal Prepayments, Liquidation Proceeds, Condemnation Proceeds,
          Insurance Proceeds, REO Disposition proceeds, and all other rights, benefits,
          proceeds and obligations arising from or in connection with such Mortgage
          Loan.

        


        Mortgage
          Loan Documents: The documents listed in Exhibit 4.

        


        Mortgage
          Loan Package:  The Mortgage Loans listed on a Mortgage Loan
          Schedule, delivered to the Purchaser or its Custodian at least five (5)
          Business
          Days prior to the related Closing Date and attached to this Agreement as
          Schedule I on the related Closing Date.

        


        Mortgage
          Loan Schedule: With respect to each Mortgage Loan Package, the schedule of
          Mortgage Loans to be annexed hereto as Schedule I (or a supplement
          thereto) on each Closing Date for the Mortgage Loan Package delivered on
          such
          Closing Date in both hard copy and electronic format, such schedule setting
          forth the following information with respect to each Mortgage Loan in the
          Mortgage Loan Package: (1) the Seller's Mortgage Loan identifying number;
          (2)
          the Mortgagor's first and last name; (3) the street address of the Mortgaged
          Property including the state and zip code; (4) a code indicating whether
          the
          Mortgaged Property is owner-occupied; (5) the type of Residential Dwelling
          constituting the Mortgaged Property; (6) the original months to maturity;
          (7)
          the original date of the Mortgage; (8) the Loan-to-Value Ratio at origination;
          (9) the Mortgage Interest Rate in effect immediately following the
          Cut-off  Date; (10) the date on which the first Monthly Payment was
          due on the Mortgage Loan; (11) the stated maturity date; (12) the amount
          of the
          Monthly Payment at origination; (13) the amount of the Monthly Payment
          as of the
          Cut-off Date; (14) the last Due Date on which a Monthly Payment was actually
          applied to the unpaid principal balance; (15) the original principal amount
          of
          the Mortgage Loan; (16) the unpaid principal balance of the Mortgage Loan
          as of
          the close of business on the Cut-off Date; (17) the Stated Principal Balance
          as
          of the Closing Date; (18) a code indicating the purpose of the loan (i.e.,
          purchase financing, Rate/Term Refinancing, Cash-Out Refinancing); (19)
          the
          Mortgage Interest Rate at origination; (20) a code indicating the documentation
          style (i.e., full, alternative or reduced); (21) a code indicating if the
          Mortgage Loan is subject to a Primary Insurance Policy; (22) the Appraised
          Value
          of the Mortgaged Property; (23) the sale price of the Mortgaged Property,
          if
          applicable; (24) the Servicing Fee; (25) a code indicating the Metropolitan
          Statistical Area in which the Mortgaged Property is located; (26) race
          and
          gender information (if available) for all Mortgagors; (27) a codeindicating
          the
          county in which the Mortgaged Property in located; (28) census tract in
          which
          the Mortgaged Property is located; (29) the combined annual income of the
          Mortgagor’s household; and (30) with respect to each Adjustable Rate Mortgage
          Loan: (i) the first Adjustment Date; (ii) the Gross Margin; (iii) the Maximum
          Mortgage Interest Rate under the terms of the Mortgage Note; (iv) the Minimum
          Mortgage Interest Rate under the terms of the Mortgage Note; (v) the Periodic
          Rate Cap; (vi) the first Adjustment Date immediately following the Cut-off
          Date;
          (vii) the Index;


        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        


        and
          (viii) a code indicating whether the Mortgage Loan is a Convertible Mortgage
          Loan.  With respect to the Mortgage Loan Package in the aggregate, the
          Mortgage Loan Schedule shall set forth the following information, as of
          the
          related Cut-off Date: (1) the number of Mortgage Loans; (2) the current
          principal balance of the Mortgage Loans; (3) the aggregate Stated Principal
          Balance of the Mortgage Loans; (4) the weighted average Mortgage Interest
          Rate
          of the Mortgage Loans; and (5) the weighted average maturity of the Mortgage
          Loans.  Schedule I hereto shall be supplemented as of each
          Closing Date to reflect the addition of the Mortgage Loan Schedule with
          respect
          to the related Mortgage Loan Package.

        


        Mortgage
          Note: The original executed note or other evidence of the Mortgage Loan
          indebtedness of a Mortgagor.

        


        Mortgaged
          Property: The Mortgagor's real property securing repayment of a related
          Mortgage Note, consisting of a fee simple interest in a single parcel of
          real
          property improved by a Residential Dwelling.

        


        Mortgagor:
          The obligor on a Mortgage Note, the owner of the Mortgaged Property and
          the
          grantor or mortgagor named in the related Mortgage and such grantor's or
          mortgagor's successor's in title to the Mortgaged Property.

        


        Officer's
          Certificate: A certificate signed by the Chairman of the Board or the Vice
          Chairman of the Board or a President or a Vice President and by the Treasurer
          or
          the Secretary or one of the Assistant Treasurers or Assistant Secretaries
          of the
          Person on behalf of whom such certificate is being delivered.

        


        Periodic
          Rate Cap: With respect to each Adjustable Rate Mortgage Loan and any
          Adjustment Date therefor, a number of percentage points per annum that
          is set
          forth in the related Mortgage Loan Schedule and in the related Mortgage
          Note,
          which is the maximum amount by which the Mortgage Interest Rate for such
          Mortgage Loan may increase (without regard to the Maximum Mortgage Interest
          Rate) or decrease (without regard to the Minimum Mortgage Interest Rate)
          on such
          Adjustment Date from the Mortgage Interest Rate in effect immediately prior
          to
          such Adjustment Date, as provided in the related Commitment Letter.

        


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

        


        P&I
          Advances: all payments not previously advanced by the Seller of principal
          (due after the related Cut-off Date) and interest not allocable to the
          period
          prior to the related Cut-off Date, which were due on a Mortgage Loan during
          the
          related Due Period and which were delinquent at the close of business on
          the
          related Determination Date whether or not deferred.

        


        Primary
          Insurance Policy: A policy of primary mortgage guaranty insurance issued by
          an insurer acceptable to FNMA and FHLMC.


        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        


        Purchase
          Price: The price paid on the related Closing Date by the Purchaser to the
          Seller pursuant to the related Commitment Letter in exchange for the Mortgage
          Loans purchased on such Closing Date calculated as provided in Section
          4.

        


        Purchaser:
          CitiMortgage, Inc., or any successor thereto.

        


        Rate/Term
          Refinancing:  A Refinanced Mortgage Loan, the proceeds of which
          are not in excess of the existing first mortgage loan on the related Mortgaged
          Property and related closing costs, and were used exclusively to satisfy
          the
          then existing first mortgage loan of the Mortgagor on the related Mortgaged
          Property and to pay related closing costs.

        


        Record
          Date:  With respect to each Distribution Date, the last Business
          Day of the month immediately preceding the month in which such Distribution
          Date
          occurs.

        


        Refinanced
          Mortgage Loan:  A Mortgage Loan the proceeds of which were not
          used to purchase the related Mortgaged Property.

        


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

        


        REO
          Account: The separate trust account or accounts created and maintained
          pursuant to this Agreement which shall be entitled "[] in trust for the
          Purchaser, as of [date of acquisition of title], Fixed and Adjustable Rate
          Conventional, FHA Insured or VA Guaranteed Mortgage Loans".

        


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

        


        REO
          Property:  A Mortgaged Property acquired as a result of the
          liquidation of a Mortgage Loan.

        


        Repurchase
          Price: With respect to any Mortgage Loan, a price equal to (i) (the product
          of the Stated Principal Balance of such Mortgage Loan and the greater of
          (x) the
          Purchase Price percentage as stated in the related Commitment Letter and
          (y)
          100%, and plus (ii) interest on such Stated Principal Balance at the Mortgage
          Interest Rate from and including the last Due Date through which interest
          has
          been paid by or on behalf of the Mortgagor to the first of day of the month
          following the date of repurchase, less amounts received in respect of such
          repurchased Mortgage Loan which are being held in the Custodial Account
          for
          distribution in connection with such Mortgage Loan.

        


        Residential
          Dwelling:  Any one of the following: (i) a detached one-family
          dwelling, (ii) a detached two- to four-family dwelling, (iii) a one-family
          dwelling unit in a FNMA eligible condominium project, or (iv) a detached
          one-family dwelling in a planned unit development, none of which is a
          co-operative located outside of New York state, mobile or manufactured
          home.

        


        Seller:
          ABN AMRO Mortgage Group, Inc.


        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        


        


        Servicing
          Addendum:  The terms and conditions attached hereto as Exhibit 8
          which will govern the servicing of the Mortgage Loans.

        


        Servicing
          Advances:  All customary, reasonable and necessary "out-of-pocket"
          costs and expenses incurred by the Seller in the performance of its servicing
          obligations, including, but not limited to, the cost of (i) preservation,
          restoration and repair of a Mortgaged Property, (ii) any enforcement or
          judicial
          proceedings with respect to a Mortgage Loan, including foreclosure actions
          and
          (iii) the management and liquidation of REO Property.

        


        Servicing
          Fee: With respect to any Mortgage Loan, the fee per calendar month as
          provided in the related Commitment Letter (stated as a specified number
          of
          dollars or a percentage rate), payable monthly, in arrears.

        


        Servicing
          File: With respect to each Mortgage Loan, the file retained by the Seller,
          consisting of documents set forth in Exhibit 4.

        


        Stated
          Principal Balance: As to each Mortgage Loan as of any date of determination,
          the principal balance of the Mortgage Loan as of the Cut-Off Date after
          giving
          effect to payments of principal due on or before such date, whether or
          not
          collected from the Mortgagor on or before such date.

        


        Term
          Sheet:  An assignment and conveyance of the Mortgage Loans
          purchased on a Closing Date in the form annexed hereto as Exhibit
          3.

        


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

        


        VA
          Approved Lender:  Those lenders which are approved by the VA to
          act as a lender in connection with the origination of VA Loans.

        


        VA
          Guaranty Agreement:  The obligation of the United States to pay a
          specific percentage of a Mortgage Loan (subject to a maximum amount) upon
          default of the Mortgagor pursuant to the Serviceman's Readjustment Act,
          as
          amended.

        


        VA
          Loan:  A Mortgage Loan which is the subject of a VA Guaranty
          Agreement as evidenced by a Loan Guaranty Certificate.

        


        VA
          Regulations:  Regulations promulgated by the Vet­erans
          Administration pursuant to the Serviceman's Readjustment Act, as amended,
          codified in 36 Code of Federal Regulations, and other VA issuances relating
          to
          VA Loans, including related Handbooks, Circulars and Notices.


        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        


        


        SECTION
          2.                             Agreement
          to Purchase. The Seller agrees to sell, and the Purchaser agrees to
          purchase, from time-to-time on or before the Final Closing Date, Mortgage
          Loans
          having an aggregate principal balance on the related Cut-off Date in an
          amount
          as set forth in the related Commitment Letter, or in such other amount
          as agreed
          by the Purchaser and the Seller as evidenced by the actual aggregate principal
          balance of the Mortgage Loans accepted by the Purchaser on the related
          Closing
          Date.

        


        SECTION
          3.                             Mortgage
          Loan Schedules. The Seller shall deliver the Mortgage Loan Schedule for a
          Mortgage Loan Package to be purchased on a particular Closing Date to the
          Purchaser at least five (5) Business Days prior to such Closing
          Date.

        


        SECTION
          4.                             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 the related Commitment
          Letter (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
          Commitment Letter, portions of the Mortgage Loans shall be priced
          separately.

        


        In
          addition to the Purchase Price as described above, the Purchaser shall
          pay to
          the Seller, at closing, accrued interest on the Stated Principal Balance
          of each
          Mortgage Loan as of the related Cut-off Date at its Mortgage Interest Rate
          from
          the related Cut-off Date through the day prior to the related Closing Date,
          both
          inclusive, less the Servicing Fee, pro rated on the basis of a 30-day
          month.

        


        The
          Purchaser shall own and be entitled to receive with respect to each Mortgage
          Loan purchased, (1) all scheduled principal due after the related Cut-off
          Date,
          (2) all other recoveries of principal collected after the related Cut-off
          Date
          (provided, however, that all scheduled payments of principal due on or
          before
          the related Cut-off Date and collected by the Seller after the related
          Cut-off
          Date shall belong to the Seller), and (3) all payments of interest on the
          Mortgage Loans net of the Servicing Fee (minus that portion of any such
          interest
          payment that is allocable to the period prior to the related Cut-off Date).
          The
          Stated Principal Balance of each Mortgage Loan as of the related Cut-off
          Date is
          determined after application to the reduction of principal of payments
          of
          principal due on or before the related Cut-off Date whether or not collected.
          Therefore, for the purposes of this Agreement, payments of scheduled principal
          and interest prepaid for a Due Date beyond the related Cut-off Date shall
          not be
          applied to the principal balance as of the related Cut-off Date. Such prepaid
          amounts (minus the applicable Servicing Fee) shall be the property of the
          Purchaser. The Seller shall deposit any such prepaid amounts into the Custodial
          Account, which account is established for the benefit of the Purchaser,
          for
          remittance by the Seller to the Purchaser on the first related Distribution
          Date.  All payments of principal and interest, less the applicable
          Servicing Fee, due on a Due Date following the related Cut-off Date shall
          belong
          to the Purchaser


        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        


        


        SECTION
          5.                             Examination
          of Mortgage Files. In addition to the rights granted to the Purchaser under
          the related Commitment Letter to underwrite the Mortgage Loans and review
          the
          Mortgage Files prior to the Closing Date, prior to the related Closing
          Date, the
          Seller shall (a) deliver to the Purchaser in escrow, for examination with
          respect to each Mortgage Loan to be purchased on such Closing Date, the
          related
          Mortgage File, including the Assignment of Mortgage, pertaining to each
          Mortgage
          Loan, or (b) make the related Mortgage File available to the Purchaser
          for
          examination at the Seller's offices or such other location as shall otherwise
          be
          agreed upon by the Purchaser and the Seller. Such examination may be made
          by the
          Purchaser or its designee at any reasonable time before or after the related
          Closing Date.  If the Purchaser makes such examination prior to the
          related Closing Date and identifies any Mortgage Loans which do not conform
          to
          the terms of the related Commitment Letter, such Mortgage Loans may, at
          the
          Purchaser's option, be rejected for purchase by the Purchaser.  If not
          purchased by the Purchaser, such Mortgage Loans shall be deleted from the
          related Mortgage Loan Schedule.  The Purchaser may, at its option and
          without notice to the Seller, purchase all or part of any Mortgage Loan
          Package
          without conducting any partial or complete examination.  The fact that
          the Purchaser has conducted or has determined not 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
          6.                             Conveyance from
          Seller to
          Purchaser

         

        
          	
                   

                	
                  Subsection
                    6.01.               
                    Conveyance of Mortgage Loans; Possession of
                    ServicingFiles

                


        

        


        The
          Seller, simultaneously with the payment of the Purchase Price, shall execute
          and
          deliver to the Purchaser a Term Sheet with respect to the related Mortgage
          Loan
          Package in the form attached hereto as Exhibit 3 The Servicing File
          retained by the Seller with respect to each Mortgage Loan pursuant to this
          Agreement shall be appropriately identified in the Seller's computer system
          to
          reflect clearly the sale of such related Mortgage Loan to the Purchaser.
          The
          Seller shall release from its custody the contents of any Servicing File
          retained by it only in accordance with this Agreement, except when such
          release
          is required in connection with a repurchase of any such Mortgage Loan pursuant
          to Subsection 7.03 or 7.04.

        


        Subsection
          6.02.                                       Books
          and Records.

        


        Record
          title to each Mortgage and the related Mortgage Note as of the related
          Closing
          Date shall be in the name of the Seller, the Purchaser, or one or more
          designees
          of the Purchaser, as the Purchaser shall designate. Notwithstanding the
          foregoing, beneficial ownership of each Mortgage and the related Mortgage
          Note
          shall be vested solely in the Purchaser or the appropriate designee of
          the
          Purchaser, as the case may be. All rights arising out of the Mortgage Loans
          including, but not limited to, all funds received by the Seller after the
          related Cut-off Date on or in connection with a Mortgage Loan as provided
          in
          Section 4 shall be vested in the Purchaser or one or more designees of
          the
          Purchaser; provided, however, that all such funds


        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        


        received
          on or in connection with a Mortgage Loan as provided in Section 4 shall
          be
          received and held by the Seller in trust for the benefit of the Purchaser
          or the
          assignee of the Purchaser, as the case may be, as the owner of the Mortgage
          Loans pursuant to the terms of this Agreement.

        


        It
          is the
          express intention of the parties that the transactions contemplated by
          this
          Agreement be, and be construed as, a sale of the Mortgage Loans by the
          Seller
          and not a pledge of the Mortgage Loans by the Seller to the Purchaser to
          secure
          a debt or other obligation of the Seller. Consequently, the sale of each
          Mortgage Loan shall be reflected as a sale on the Seller's business records,
          tax
          returns and financial statements.

        


        Subsection
          6.03.                                       Delivery
          of Mortgage Loan Documents.

        


        The
          Seller shall from time to time in connection with each Closing Date, at
          least
          five (5) Business Days prior to such Closing Date, deliver and release
          to the
          Purchaser or to Purchaser’s Custodian, as Purchaser designates, the following
          Mortgage Loan Documents as required by this Agreement with respect to each
          Mortgage Loan to be purchased and sold on the related Closing Date and
          set forth
          on the related Mortgage Loan Schedule delivered with such Mortgage Loan
          Documents:

         

        (i)
          The
          original Mortgage Note endorsed, "Pay to the order of CitiMortgage, Inc.
          without
          recourse" and signed in the name of Seller by an authorized
          officer.  In the event that the Mortgage Loan was acquired by Seller
          in a merger, the endorsement must be by "[Seller], successor by merger
          to [name
          of predecessor]"; and in the event that the Mortgage Loan was acquired
          or
          originated by Seller while doing business under another name, the endorsement
          must be by "[Seller], formerly known as [previous name]".

        


        (ii)
          The
          original Mortgage, or a copy of the Mortgage with evidence of recording
          thereon
          certified by the appropriate recording office to be a true copy of the
          recorded
          Mortgage, or, if the original Mortgage has not yet been returned from the
          recording office, a copy of the original Mortgage together with a certificate
          of
          either the closing attorney, an officer of the title insurer which issued
          the
          related title insurance policy or an officer of Seller, certifying that
          the copy
          is a true copy of the original of the Mortgage which has been delivered
          by such
          officer or attorney for recording in the appropriate recording office of
          the
          jurisdiction in which the Mortgaged Property is located.

        


        (iii)
          The
          original assignment of mortgage from Seller, prepared in blank, which assignment
          shall be in form and substance acceptable for recording.  In the event
          that the Mortgage Loan was acquired by Seller in a merger, the assignment
          must
          be by "[Seller], successor by merger to [name of predecessor]"; and in
          the event
          that the Mortgage Loan was acquired or originated by Seller while doing
          business
          under another name, the assignment must be by "[Seller], formerly known
          as
          [previous name]”.


        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        


        


        (iv)
          The
          original policy of title insurance, or, if the policy has not yet been
          issued, a
          written commitment or interim binder issued by the title insurance company,
          dated and certified as of the date the Mortgage Loan was funded, with a
          statement by the title insurance company or closing attorney on such binder
          or
          commit­ment that the priority of the lien of the related Mortgage during the
          period between the date of the funding of the related Mortgage Loan and
          the date
          of the related title policy (which title policy shall be dated the date
          of
          recording of the related Mortgage) is insured.

        


        (v)
          Originals, or certified true copies from the appropriate recording office,
          of
          any intervening assignments of the Mortgage with evidence of recording
          thereon,
          or, if the original intervening assignment has not yet been returned from
          the
          recording office, a certified copy of such assignment.

        


        (vi)
          Originals or copies of all assumption and modification agree­ments, if
          any.

        


        (vii)
          Original Primary Mortgage Insurance Policy, Loan Guaranty Certificate or
          Mortgage Insurance Certificate, as applicable.

        


        (viii)
          Original power of attorney, if applicable.

        


        The
          Seller shall forward to the Purchaser or Purchaser’s Custodian, as Purchaser
          designates, original documents evidencing an assumption, modification,
          consolidation or extension of any Mortgage Loan entered into in accordance
          with
          this Agreement within two (2) weeks of their execution; provided, however,
          that
          the Seller shall provide the Purchaser or Purchaser’s Custodian, as Purchaser
          designates, with a certified true copy of any such document submitted for
          recordation within two (2) weeks 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 ninety (90) days of its submission for
          recordation.

        


        From
          time
          to time, if Seller is not Custodian, Purchaser shall deliver or cause to
          be
          delivered to Seller, as soon as practicable following receipt of a written
          request from Seller and at no expense to Seller, any Mortgage Loan Document
          needed by Seller in connection with the servicing of a Mortgage
          Loan.  Seller’s written request for the release of a Mortgage Loan
          Document shall specify in reasonable detail the reason for Seller’s
          request.  During the time that any such Mortgage Loan Document is in
          the possession of Seller, such possession shall be deemed to be in trust
          for the
          benefit of Purchaser and Seller shall promptly return to Purchaser or its
          designee any Mortgage Loan Document so released when Seller’s need for such
          Mortgage Loan Document no longer exists.  Purchaser shall indemnify
          and hold Seller 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 Seller may sustain
          in
          connection with any third party claim in any way related to Purchaser’s or its
          designee’s failure to release, in a timely manner, the Mortgage Loan Documents
          requested by Seller pursuant to this Section 6.03.


        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        


        SECTION
          7.                             Representations,
          Warranties and Covenants of the Seller: Remedies for Breach

        


        Subsection
          7.01.                                       Representations
          and Warranties Respecting the Seller.

        


        The
          Seller represents, warrants and covenants to the Purchaser as of the initial
          Closing Date and each subsequent Closing Date:

        


                                 (i)The
          Seller is duly organized, validly
          existing and in good standing under the laws of Delaware and is and will
          remain
          in compliance with the laws of each state in which any Mortgaged Property
          is
          located to the extent necessary to ensure the enforceability of each Mortgage
          Loan and the servicing of each Mortgage Loan in accordance with the terms
          of
          this Agreement;

        


                                 (ii)The
          Seller has the full power and
          authority to hold each Mortgage Loan, to sell each Mortgage Loan, and to
          execute, deliver and perform, and to enter into and consummate, all transactions
          contemplated by this Agreement. The Seller has duly authorized the execution,
          delivery and performance of this Agreement, has duly executed and delivered
          this
          Agreement, and this Agreement, assuming due authorization, execution and
          delivery by the Purchaser, constitutes a legal, valid and binding obligation
          of
          the Seller, enforceable against it in accordance with its terms except
          as the
          enforceability thereof may be limited by bankruptcy, insolvency or
          reorganization;

        


                                 (iii)The
          execution and delivery of this
          Agreement by the Seller and the performance of and compliance with the
          terms of
          this Agreement will not violate the Seller's articles of incorporation
          or
          by-laws or constitute a default under or result in a breach or acceleration
          of,
          any material contract, agreement or other instrument to which the Seller
          is a
          party or which may be applicable to the Seller or its assets;

        


                                 (iv)The
          Seller is not in violation of,
          and the execution and delivery of this Agreement by the Seller and its
          performance and compliance with the terms of this Agreement will not constitute
          a violation with respect to, any order or decree of any court or any order
          or
          regulation of any federal, state, municipal or governmental agency having
          jurisdiction over the Seller or its assets, which violation might have
          consequences that would materially and adversely affect the condition (financial
          or otherwise) or the operation of the Seller or its assets or might have
          consequences that would materially and adversely affect the performance
          of its
          obligations and duties hereunder;

        


                                 (v)The
          Seller is an approved
          seller/servicer of Conventional Mortgage Loans for FNMA and FHLMC in good
          standing and is a HUD approved mortgagee pursuant to Section 203 of the
          National
          Housing Act. The Seller is also an FHA Approved Mortgage in good standing
          to
          service FHA Loans, a VA Approved Lender,  has not been suspended as a
          mortgagee or servicer by the FHA or VA, and has facilities, procedures
          and
          experienced personnel necessary for the sound servicing of mortgage loans
          of the
          same type as the FHA Loans and the VA Loans.  No event has occurred,
          including but not limited to a change in insurance coverage,
          which


        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        


        would
          make the Seller unable to comply with FNMA, FHLMC, HUD, FHA or VA eligibility
          requirements or which would require notification to FNMA, FHLMC, HUD, FHA
          or
          VA;

        


                                 (vi)The
          Seller does not believe, nor does
          it have any reason or cause to believe, that it cannot perform each and
          every
          covenant contained in this Agreement;

        


                                 (vii)The
          Mortgage Note, the Mortgage, the
          Assignment of Mortgage and any other documents required to be delivered
          with
          respect to each Mortgage Loan pursuant to this Agreement, have been delivered
          to
          the Purchaser all in compliance with the specific requirements of the this
          Agreement. With respect to each Mortgage Loan, the Seller is in possession
          of a
          complete Mortgage File in compliance with Exhibit 4.

        


                                 (viii)Immediately
          prior to the payment of
          the Purchase Price for each Mortgage Loan, the Seller was the owner of
          record of
          the related Mortgage and the indebtedness evidenced by the related Mortgage
          Note
          and upon the payment of the Purchase Price by the Purchaser, in the event
          that
          the Seller retains record title, the Seller shall retain such record title
          to
          each Mortgage, each related Mortgage Note and the related Mortgage Files
          with
          respect thereto in trust for the Purchaser as the owner thereof and only
          for the
          purpose of servicing and supervising the servicing of each Mortgage
          Loan;

        


                                 (ix)There
          are no actions or proceedings
          against, or investigations of, the Seller before any court, administrative
          or
          other tribunal (A) that might prohibit its entering into this Agreement,
          (B)
          seeking to prevent the sale of the Mortgage Loans or the consummation of
          the
          transactions contemplated by this Agreement or (C) that might prohibit
          or
          materially and adversely affect the performance by the Seller of its obligations
          under, or validity or enforceability of, this Agreement;

        


                                 (x)No
          consent, approval, authorization
          or order of any court or governmental agency or body is required for the
          execution, delivery and performance by the Seller of, or compliance by
          the
          Seller with, this Agreement or the consummation of the transactions contemplated
          by this Agreement, except for such consents, approvals, authorizations
          or
          orders, if any, that have been obtained prior to the related Closing
          Date;

        


                                 (xi)The
          consummation of the transactions
          contemplated by this Agreement are in the ordinary course of business of
          the
          Seller, and the transfer, assignment and conveyance of the Mortgage Notes
          and
          the Mortgages by the Seller pursuant to this Agreement are not subject
          to the
          bulk transfer or any similar statutory provisions;

        


                                 (xii)The
          information delivered by the
          Seller to the Purchaser with respect to the Seller's loan loss, foreclosure
          and
          delinquency experience for the twelve (12) months immediately preceding
          the
          Initial Closing Date on mortgage loans underwritten to the same standards
          as the
          Mortgage Loans and covering mortgaged properties similar to the Mortgaged
          Properties, is true and correct in all material respects;

        


                                 (xiii)Neither
          this Agreement nor any
          written statement, report or other document prepared and furnished or to
          be
          prepared and furnished by the Seller 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 herein or therein not misleading; and

        


                                 (xiv)The
          Seller used no adverse selection
          procedures in selecting the Mortgage Loans from among the outstanding
          Conventional, FHA insured or VA guaranteed mortgage loans in the Seller’s
          portfolio at the related Closing Date as to which the representations and
          warranties set forth in this Subsection 7.01 could be made.

        


        
          	
                   

                	
                  Subsection
                    7.02.

                	
                  Representations
                    and Warranties Regarding IndividualMortgage
                    Loans

                


        

        


        The
          Seller hereby represents and warrants to the Purchaser that, as to each
          Mortgage
          Loan and as of the related Closing Date for such Mortgage Loan:

         

                            
          (i)                   
The information set forth in the Mortgage Loan Schedule is complete, true
          and
          correct;

        


        (ii)                   All
          payments required to be made up to the close of business on the Cut-off
          Date for
          such Mortgage Loan under the terms of the Mortgage Note have been made;
          the
          Seller has not advanced funds, or induced, solicited or knowingly received
          any
          advance of funds from a party other than the owner of the related Mortgaged
          Property, directly or indirectly, for the payment of any amount required
          by the
          Mortgage Note or Mortgage; and there has been no delinquency, exclusive
          of any
          period of grace, in any payment by the Mortgagor thereunder during the
          last
          twelve (12) months;

        


        (iii)                    There
          are no delinquent taxes, ground rents, water charges, sewer rents, assessments,
          insurance premiums, leasehold payments, including assessments payable in
          future
          installments or other outstanding charges affecting the related Mortgaged
          Property;

        


        (iv)                    The
          terms of the Mortgage Note and the Mortgage have not been impaired, waived,
          altered or modified in any respect, except (a) in the case of a Conventional
          Mortgage Loan, by written instrument, recorded in the applicable public
          recording office if necessary to maintain the lien priority of the Mortgage,
          and
          which have been delivered to the Purchaser; the substance of any such waiver,
          alteration or modification has been approved by the insurer under the Primary
          Insurance Policy, if any, and the title insurer, to the extent required
          by the
          related policy, and (b) in the case of an FHA Loan or a VA Loan, by written
          instrument, and the substance of any such waiver, alteration or modification
          has
          been approved by the FHA or the VA, as the case may be, to the extent required
          by the applicable Insurance Agreement, and in any event the substance of
          any
          waiver, alteration or modification  is reflected on the Mortgage Loan
          Schedule.  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 insurer under
          the
          Primary Insurance Policy, if any, and the title insurer, to the extent
          required
          by the policy, and which assumption agreement has been delivered to the
          Purchaser and the terms of which are reflected in the Mortgage Loan
          Schedule;


        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        


        (v)                   The
          Mortgage Note and the Mortgage are not subject to any right of rescission,
          set-off, counterclaim or defense, including the defense of usury, nor will
          the
          operation of any of the terms of the Mortgage Note and the Mortgage, or
          the
          exercise of any right thereunder, render the Mortgage unenforceable, in
          whole or
          in part, or subject to any right of rescission, set-off, counterclaim or
          defense, including the defense of usury and no such right of rescission,
          set-off, counterclaim or defense has been asserted with respect
          thereto;

        


        (vi)                    All
          buildings upon the Mortgaged Property are insured by a generally acceptable
          insurer against loss by fire, hazards of extended coverage and such other
          hazards as are customary in the area where the Mortgaged Property is located,
          pursuant to insurance policies conforming to the requirements of the Servicing
          Addendum.  All such insurance policies contain a standard mortgagee
          clause naming the Seller, its successors and assigns as mortgagee and all
          premiums thereon have been paid.  If the Mortgaged Property is in an
          area identified on a Flood Hazard Map or Flood Insurance Rate Map issued
          by the
          Federal Emergency Management Agency as having special flood hazards (and
          such
          flood insurance has been made available), a flood insurance policy meeting
          the
          requirements of the current guidelines of the Federal Insurance Administration
          is in effect, which policy conforms to the requirements of FNMA and
          FHLMC.  The Mortgage obligates the Mortgagor thereunder to maintain
          all such insurance at the Mortgagor's cost and expense, and on the Mortgagor's
          failure to do so, authorizes the holder of the Mortgage to maintain such
          insurance at Mortgagor's cost and expense and to seek reimbursement therefor
          from the Mortgagor;

        


        (vii)                     Any
          and all requirements of any federal, state or local law including, without
          limitation, usury, truth in lending, real estate settlement procedures,
          consumer
          credit protection, equal credit opportunity, fair housing or disclosure
          laws
          applicable to the origination and servicing of the Mortgage Loans have
          been
          complied with;

        


        (viii)                      The
          Mortgage has not been satisfied, cancelled, subordinated or rescinded,
          in whole
          or in part, and the Mortgaged Property has not been released from the lien
          of
          the Mortgage, in whole or in part, nor has any instrument been executed
          that
          would effect any such satisfaction, cancellation, subordination, rescission
          or
          release, except in connection with an assumption agreement which has been
          delivered to the Purchaser and which has been approved (a) in the case
          of a
          Conventional Mortgage Loan, by the insurer under the Primary Insurance
          Policy,
          if any, and (b) in the case of an FHA Loan or a VA Loan, by the FHA or
          the VA,
          as the case may be, to the extent required by the applicable Insurance
          Agreement; and, in any event, any such release is reflected on the Mortgage
          Loan
          Schedule;

        


        (ix)                    The
          Mortgage is a valid, existing and enforceable first lien on the Mortgaged
          Property, including all improvements on the Mortgaged Property subject
          only to
          (a) the lien of current real property taxes and assessments not yet due
          and
          payable, (b) covenants, conditions and restrictions, rights of way, easements
          and other matters of the public record as of the date of recording being
          acceptable to mortgage lending institutions generally and the FHA or the
          VA, as
          the case may be, and specifically referred to in the lender's title insurance
          policy delivered to the originator of the Mortgage Loan and which do not
          adversely affect the Appraised Value of the Mortgaged Property, and (c)
          other
          matters to which like properties are commonly subject which do not materially
          interfere with the benefits of the security intended to be
          provided


        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        


        by
          the
          Mortgage or the use, enjoyment, value or marketability of the related Mortgaged
          Property and which shall not in any way prevent realization of the benefits
          of
          any FHA Insurance Contract or VA Guaranty Agreement, if
          applicable.  Any security agreement, chattel mortgage or equivalent
          document related to and delivered in connection with the Mortgage Loan
          establishes and creates a valid, existing and enforceable first lien and
          first
          priority security interest on the property described therein and the Seller
          has
          full right to sell and assign the same to the Purchaser.  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;

        


        (x)                   The
          Mortgage Note and the related Mortgage are genuine and each is the legal,
          valid
          and binding obligation of the maker thereof, enforceable in accordance
          with its
          terms;

        


        (xi)                    All
          parties to the Mortgage Note and the Mortgage 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.  The Mortgagor is a natural person;

        


        (xii)                     The
          proceeds of the Mortgage Loan have been fully disbursed to or for the account
          of
          the Mortgagor and there is no obligation for the Mortgagee to advance additional
          funds 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. All costs, fees and expenses incurred in making or
          closing
          the Mortgage Loan and the recording of the Mortgage have been paid, and
          the
          Mortgagor is not entitled to any refund of any amounts paid or due to the
          Mortgagee pursuant to the Mortgage Note or Mortgage;

        


        (xiii)                      The
          Seller is the sole legal, beneficial and equitable owner of the Mortgage
          Note
          and the Mortgage and has full right to transfer and sell the Mortgage Loan
          to
          the Purchaser free and clear of any encumbrance, equity, lien, pledge,
          charge,
          claim or security interest;

        


        (xiv)                      All
          parties which have had any 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) (a) in the case of a Conventional
          Mortgage
          Loan, in compliance with any and all applicable "doing business" and licensing
          requirements of the laws of the state wherein the Mortgaged Property is
          located
          and (b) in the case of an FHA Loan or VA Loan, an FHA Approved Mortgagee
          and a
          VA Approved Lender;

        


        (xv)                     The
          Mortgage Loan is covered by an American Land Title Association lender's
          title
          insurance policy acceptable to FNMA or FHLMC, issued by a title insurer
          acceptable to (a) FNMA and FHLMC, in the case of a Conventional Mortgage
          Loan
          and (b) the FHA or the VA, as the case may be, in the case of an FHA Loan
          or a
          VA Loan, and qualified to do business in the jurisdiction where the Mortgaged
          Property is located, insuring (subject to the exceptions contained in (a)
          and
          (b) above) the Seller, its successors and assigns as to the first priority
          lien
          of the Mortgage in the original principal amount of the Mortgage Loan and
          against any loss by reason of the invalidity or unenforceability of the
          lien
          resulting from, in the case of an Adjustable Rate Mortgage Loan, the provisions
          of the related Mortgage providing for adjustment


        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        


        in
          the
          Mortgage Interest Rate and Monthly Payment.  Additionally, such
          lender's title insurance policy affirmatively insures ingress and egress
          to and
          from the Mortgaged Property, and against encroachments by or upon the Mortgaged
          Property or any interest therein.  The Seller is the sole insured of
          such lender's title insurance policy, and such lender's title insurance
          policy
          is in full force and effect and will be in full force and effect upon the
          consummation of the transactions contemplated by this Agreement.  No
          claims have been made under such lender's title insurance policy, and no
          prior
          holder of the related Mortgage, including the Seller, has done, by act
          or
          omission, anything which would impair the coverage of such lender's title
          insurance policy;

        


        (xvi)                      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 the Seller has
          not
          waived any default, breach, violation or event of acceleration; provided
          that,
          in the case of an FHA Loan or a VA Loan, a waiver may have been given if
          it was
          pursuant to a written instrument, and the substance of such waiver has
          been
          approved by the FHA or the VA, as the case may be, to the extent required
          by the
          applicable Insurance Agreement, and is reflected on the Mortgage Loan
          Schedule;

        


        (xvii)                      There
          are no mechanics' or similar liens or claims which have been filed for
          work,
          labor or material (and no rights are outstanding that under law could give
          rise
          to such lien) affecting the related Mortgaged Property which are or may
          be liens
          prior to, or equal or coordinate with, the lien of the related
          Mortgage;

        


        (xviii)                      All
          improvements which were considered in determining the Appraised Value of
          the
          related 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.  Each appraisal has
          been performed in accordance with the provisions of the Financial Institutions
          Reform, Recovery and Enforcement Act of 1989;

        


        (xix)                      The
          Mortgage Loan was originated by the Seller or by a savings and loan association,
          a savings bank, a commercial bank or similar institution which is supervised
          and
          examined by a federal or state authority, or by a mortgagee approved as
          such by
          the Secretary of HUD;

        


        (xx)                     Principal
          payments on the Mortgage Loan commenced no more than sixty (60) days after
          the
          proceeds of the Mortgage Loan were disbursed.  The Mortgage Loan bears
          interest at the Mortgage Interest Rate.  With respect to each Fixed
          Rate Mortgage Loan, the Mortgage Note is payable on the first day of each
          month
          in equal monthly installments of principal and interest, with interest
          in
          arrears, providing for full amortization by maturity over a scheduled term
          of
          not more than thirty (30) years. With respect to each Adjustable Rate Mortgage
          Loan, the Mortgage Note is payable on the first day of each month in Monthly
          Payments which are changed on each Adjustment Date to an amount which will
          fully
          amortize the unpaid principal balance of the Mortgage Loan over its remaining
          term at the Mortgage Interest Rate. The Mortgage Note does not permit negative
          amortization;


        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        


        (xxi)                      The
          origination and collection practices used by the Seller with respect to
          each
          Mortgage Note and Mortgage have been in all respects legal, proper, prudent
          and
          customary in the mortgage origination and servicing industry.  The
          Mortgage Loan has been serviced by the Seller and any predecessor servicer
          in
          accordance with the terms of the Mortgage Note.  With respect to
          escrow deposits and Escrow Payments, if any, all such payments are in the
          possession of, or under the control of, the Seller and there exist no
          deficiencies in connection therewith for which customary arrangements for
          repayment thereof have not been made.  No escrow deposits or Escrow
          Payments or other charges or payments due the Seller have been capitalized
          under
          any Mortgage or the related Mortgage Note;

        


        (xxii)                      The
          Mortgaged Property is free of damage and waste and there is no proceeding
          pending for the total or partial condemnation thereof;

        


        (xxiii)                      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, (a) in the case of a Mortgage designated as
          a deed
          of trust, by trustee's sale, and (b) otherwise by judicial
          foreclosure.  The Mortgaged Property has not been subject to any
          bankruptcy proceeding or foreclosure proceeding and the Mortgagor has not
          filed
          for protection under applicable bankruptcy laws.  There is no
          homestead or other exemption available to the Mortgagor which would interfere
          with the right to sell the Mortgaged Property at a trustee's sale or the
          right
          to foreclose the Mortgage.  The Mortgagor has not notified the Seller
          and the Seller has no knowledge of any relief requested or allowed to the
          Mortgagor under the Soldiers and Sailors Civil Relief Act of 1940;

        


        (xxiv)                      The
          Mortgage Loan was underwritten in accordance with underwriting standards
          which
          are acceptable to FNMA, FHLMC and GNMA, as applicable, in accordance with
          Seller’s guidelines in effect at the time the Mortgage Loan was originated. The
          Mortgage Loan is saleable to FNMA, FHLMC and GNMA, as applicable, on a
          non-recourse basis. The Mortgage Note and Mortgage are on forms acceptable
          to
          FNMA and FHLMC;

        


        (xxv)                      The
          Mortgage Note is not and has not been secured by any collateral except
          the lien
          of the corresponding Mortgage on the Mortgaged Property and the security
          interest of any applicable security agreement or chattel mortgage referred
          to in
          (ix) above;

        


        (xxvi)                      The
          Mortgage File contains an appraisal of the related Mortgaged Property made
          and
          signed, prior to the approval of the Mortgage Loan application, by a qualified
          appraiser, duly appointed by the Seller, who had no interest, direct or
          indirect
          in the Mortgaged Property or in any loan made on the security thereof,
          whose
          compensation is not affected by the approval or disapproval of the Mortgage
          Loan
          and who met the minimum qualifications of FNMA and FHLMC;

        


        (xxvii)                      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


        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        


        Purchaser
          to the trustee under the deed of trust, except in connection with a trustee's
          sale after default by the Mortgagor;

        


        (xxviii)                      No
          Mortgage Loan contains provisions pursuant to which Monthly Payments are
          (a)
          paid or partially paid with funds deposited in any separate account established
          by the Seller, the Mortgagor, or anyone on behalf of the Mortgagor or (b)
          paid
          by any source other than the Mortgagor or contains any other similar provisions
          which may constitute a "buydown" provision.  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;

        


        (xxix)                      The
          Mortgagor has executed a statement to the effect that the Mortgagor has
          received
          all disclosure materials required by applicable law with respect to the
          making
          of adjustable rate mortgage loans and rescission materials with respect
          to
          Refinanced Mortgage Loans, and such statement is and will remain in the
          Mortgage
          File;

        


        (xxx)                      No
          Mortgage Loan was made in connection with (a) the construction or rehabilitation
          of a Mortgaged Property or (b) facilitating the trade-in or exchange of
          a
          Mortgaged Property;

        


        (xxxi)                      The
          Seller has no knowledge of any circumstances or condition with respect
          to the
          Mortgage, the Mortgaged Property, the Mortgagor or the Mortgagor's credit
          standing that can reasonably be expected to cause the Mortgage Loan to
          be an
          unacceptable investment, cause the Mortgage Loan to become delinquent,
          or
          adversely affect the value of the Mortgage Loan;

        


        (xxxii)                      Each
          Mortgage Loan with an LTV at origination in excess of 80% is and will be
          subject
          to a Primary Insurance Policy, issued by an insurer acceptable to FNMA
          and
          FHLMC, which insures as to payment defaults that portion of the Mortgage
          Loan in
          excess of the portion of the Appraised Value of the Mortgaged Property
          required
          by FNMA.  All provisions of such Primary 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 Insurance Policy obligates the Mortgagor thereunder to maintain
          such insurance and to pay all premiums and charges in connection
          therewith.  The Mortgage Interest Rate for the Mortgage Loan does not
          include any such insurance premium. In the case of an FHA Loan or VA Loan,
          the
          Mortgage is either guaranteed by the VA to the maximum extent permitted
          by law
          or is fully insured by the FHA and all necessary steps have been taken
          to make
          and keep such guaranty or insurance valid, binding and enforceable and
          the
          applicable Insurance Agreement is the binding, valid and enforceable obligation
          of the VA or the FHA, as the case may be, to the full extent thereof, without
          surcharge, set-off or defense;

        


        (xxxiii)                      The
          Mortgaged Property is lawfully occupied under applicable law; 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,
          have been made or obtained from the appropriate authorities;


        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        


        


        (xxxiv)                      (a)  No
          error, omission, misrepresentation, negligence, fraud or similar occurrence
          with
          respect to a Mortgage Loan has taken place on the part of any person, including
          without limitation the Mortgagor, any appraiser, any builder or developer,
          or
          any other party involved in the origination of the Mortgage Loan or in
          the
          application of any insurance in relation to such Mortgage Loan, and (b)
          no
          action has been taken or failed to be taken, no event has occurred and
          no state
          of facts exists or has existed on or prior to the Closing Date (whether
          or not
          known to the Seller on or prior to such date) which has resulted or will
          result
          in an exclusion from, denial of, or defense to coverage under any Primary
          Insurance Policy (including, without limitation, any exclusions, denials
          or
          defenses which would limit or reduce the availability of the timely payment
          of
          the full amount of the loss otherwise due thereunder to the insured) whether
          arising out of actions, representations, errors, omissions, negligence,
          or fraud
          of the Seller, the related Mortgagor or any party involved in the application
          for such coverage, including the appraisal, plans and specifications and
          other
          exhibits or documents submitted therewith to the insurer under such insurance
          policy, or for any other reason under such coverage, but not including
          the
          failure of such insurer to pay by reason of such insurer's breach of such
          insurance policy or such insurer's financial inability to pay;

        


        (xxxv)                      The
          Assignment of Mortgage is in recordable form and is acceptable for recording
          under the laws of the jurisdiction in which the Mortgaged Property is
          located;

        


        (xxxvi)                      Any
          principal advances made to the Mortgagor prior to the Cut-off Date have
          been
          consolidated with the outstanding principal amount secured by the Mortgage,
          and
          the secured principal amount, as consolidated, bears a single interest
          rate and
          single repayment term. The lien of the Mortgage securing the consolidated
          principal amount is expressly insured as having first lien priority by
          a title
          insurance policy, an endorsement to the policy insuring the mortgagee's
          consolidated interest or by other title evidence acceptable to FNMA and
          FHLMC.
          The consolidated principal amount does not exceed the original principal
          amount
          of the Mortgage Loan;

        


        (xxxvii)                      No
          Mortgage Loan has a balloon payment feature;

        


        (xxxviii)                      Interest
          on each Mortgage Loan is calculated on the basis of a 360-day year consisting
          of
          twelve 30-day months;

        


        (xxxix)                      If
          the Residential Dwelling on the Mortgaged Property is a condominium unit
          or a
          unit in a planned unit development (other than a de minimis planned unit
          development) such condominium or planned unit development project is acceptable
          to FNMA and FHLMC;

        


        (xl)                         
          The Mortgage Loan was not prepaid in full prior to the related Closing
          Date and
          the Seller has not received any notification from a Mortgagor that a prepayment
          in full shall be made after such Closing Date;


        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        


        


        (xli)                      
          The Mortgaged Property is in material compliance with all applicable
          environmental laws pertaining to environmental hazards including, without
          limitation, asbestos, and neither the Seller nor, to the Seller's knowledge,
          the
          related Mortgagor, has received any notice of any violation or potential
          violation of such law and;

        


        (xlii)                      No
          Mortgage Loan is predatory loan, a high-cost loan, a HOEPA loan, a covered
          loan
          or a loan specially regulated under any state or local law due to its method
          of
          origination, terms, interest rate or points and fees paid;

        


        (xliii)                      For
          any Mortgage Loan, the total compensation paid to (i) the broker by the
          Mortgagor and the lender and/or (ii) the lender by the Mortgagor did not
          exceed
          8% of the Mortgage Loan amount. For any Mortgage Loan, the total of points
          and
          fees charged to the Mortgagors did not exceed the greater of (i) 5% or
          (ii)
          $1000; and

        


        (xliv)                      No
          Mortgage Loan refinanced a loan made under a special financing program
          to
          promote homeownership with a rate significantly less than prevailing market
          rates for borrowers with similar qualifications at the time the loan was
          made.
          Habitat for Humanity loans are examples of Below Market Rate
          Loans.  .

        


        Subsection
          7.03.                                           Remedies
          for Breach of Repre­sentations and Warranties.

        


        It
          is
          understood and agreed that the representations and warranties set forth
          in
          Subsections 7.01 and 7.02 shall survive the sale of the Mortgage Loans
          to the
          Purchaser 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 lack of examination of any Mortgage File.
          Upon
          discovery by either the Seller or the Purchaser of a breach of any of the
          foregoing representations and warranties which materially and adversely
          affects
          the value of the Mortgage Loans or the interest of the Purchaser (or which
          materially and adversely affects the interests of the Purchaser in the
          related
          Mortgage Loan in the case of a representation and warranty relating to
          a
          particular Mortgage Loan), the party discovering such breach shall give
          prompt
          written notice to the other.

        


        Within
          sixty (60) days of the earlier of either discovery by or notice to the
          Seller of
          any breach of a representation or warranty which materially and adversely
          affects the value of a Mortgage Loan or the Mortgage Loans, the Seller
          shall use
          its best efforts promptly to cure such breach in all material respects
          and, if
          such breach cannot be cured, the Seller 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 Subsection
          7.01
          and such breach cannot be cured within sixty (60) days of the earlier of
          either
          discovery by or notice to the Seller of such breach, all of the Mortgage
          Loans
          shall, at the Purchaser's option, be repurchased by the Seller at the Repurchase
          Price. Any such reconveyance by Purchaser to Seller shall be conducted
          in the
          same manner as provided in Section 6 of this Agreement. Any repurchase
          of a
          Mortgage Loan(s) pursuant to the foregoing provisions of this Subsection
          7.03
          shall occur on a date designated by the Purchaser and shall be accomplished
          by
          deposit in the Custodial Account of


        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        


        the
          amount of the Repurchase Price for distribution to the Purchaser on the
          next
          scheduled Distribution Date. In the event a Mortgage Loan is subject to
          a FNMA
          securitization at the time of the discovery of a breach of a representation
          or
          warranty under this Article 7, Seller shall adhere to any and all FNMA
          requirements for notice, cure and repurchase, including, but not limited
          to,
          repurchasing the Mortgage Loan directly from FNMA.

        


        At
          the
          time of repurchase, the Purchaser and the Seller shall arrange for the
          reassignment of the repurchased Mortgage Loan to the Seller and the delivery
          to
          the Seller of any documents held by the Purchaser relating to the repurchased
          Mortgage Loan. In the event the Repurchase Price is deposited in the Custodial
          Account, the Seller shall, simultaneously with such deposit, give written
          notice
          to the Purchaser that such deposit has taken place.  Upon such
          repurchase the related Mortgage Loan Schedule shall be amended to reflect
          the
          withdrawal of the repurchased Mortgage Loan from this Agreement.

        


        In
          addition to such cure and repurchase obligation, the Seller 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
          Seller's
          representations and warranties contained in this Section 7. It is understood
          and
          agreed that the obligations of the Seller set forth in this Subsection
          7.03 to
          cure or repurchase a defective Mortgage Loan and to indemnify the Purchaser
          as
          provided in this Subsection 7.03 constitute the sole remedies of the Purchaser
          respecting a breach of the foregoing representations and
          warranties.

        


        Any
          cause
          of action against the Seller relating to or arising out of the breach of
          any
          representations and warranties made in Subsections 7.01 or 7.02 shall accrue
          as
          to any Mortgage Loan upon (i) discovery of such breach by the Purchaser
          or
          notice thereof by the Seller to the Purchaser, (ii) failure by the Seller
          to
          cure such breach or repurchase such Mortgage Loan as specified above, and
          (iii)
          demand upon the Seller by the Purchaser for compliance with the relevant
          provisions of this Agreement.

        


        Subsection
          7.04                                           Repurchase
          of Certain Mortgage Loans.

        


        In
          the
          event that (i) the first Due Date for a Mortgage Loan is subsequent to
          the
          Cut-off Date and the initial Monthly Payment is not made within thirty
          (30) days
          of such Due Date, (ii) a Monthly Payment due on or prior to the related
          Cut-off
          Date is not made within thirty (30) days of the related Due Date or (iii)
          the
          principal balance due on a Mortgage Loan is paid in full within thirty
          (30) days
          of the related Closing Date, then, in each such case, the Seller shall
          repurchase the affected Mortgage Loans at the Repurchase Price, which shall
          be
          paid as provided for in Subsection 7.03.


        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        


        


        SECTION
          8.                                Closing.  The
          closing for each Mortgage Loan Package shall take place on the related
          Closing
          Date. At the Purchaser's option, the closing shall be either by telephone,
          confirmed by letter or wire as the parties shall agree, or conducted in
          person,
          at such place as the parties shall agree.

        


        The
          closing for the Mortgage Loans to be purchased on each Closing Date shall
          be
          subject to each of the following conditions:

        


        
          	
                   

                	
                  (a)

                	
                  all
                    of the representations and warranties of the Seller under this
                    Agreement
                    shall be true and correct as of the related Closing Date and
                    no event
                    shall have occurred which, with notice or the passage of time,
                    would
                    constitute a default under this
                    Agreement;

                


        

        


        
          	
                   

                	
                  (b)

                	
                  the
                    Purchaser shall have received, or the Purchaser's attorneys shall
                    have
                    received in escrow, all Closing Documents as specified in Section
                    9, in
                    such forms as are agreed upon and acceptable to the Purchaser,
                    duly
                    executed by all signatories other than the Purchaser as required
                    pursuant
                    to the terms hereof;

                


        

        


        
          	
                   

                	
                  (c)

                	
                  the
                    Seller shall have delivered and released to the Purchaser all
                    documents
                    required pursuant to this Agreement;
                    and

                


        

        


        
          	
                   

                	
                  (d)

                	
                  all
                    other terms and conditions of this Agreement shall have been
                    complied
                    with.

                


        

        


        Subject
          to the foregoing conditions, the Purchaser shall pay to the Seller on the
          related Closing Date the Purchase Price, plus accrued interest pursuant
          to
          Section 4, by wire transfer of immediately available funds to the account
          designated by the Seller.

        


        SECTION
          9.                                Closing
          Documents.

        (a)
          On or
          before the Initial Closing Date, the Seller shall submit to the Purchaser
          fully
          executed originals of the following documents:

        


        
          	
                   

                	
                  1.

                	
                  this
                    Agreement, in two counterparts;

                


        

        


        
          	
                   

                	
                  2.

                	
                  a
                    Custodial Account Agreement in the form attached as Exhibit 6
                    hereto;

                


        

        


        
          	
                   

                	
                  3.

                	
                  a
                    Escrow Account Letter Agreement in the form attached as Exhibit 7
                    hereto;

                


        

        


        
          	
                   

                	
                  4.

                	
                  an
                    Officer's Certificate, in the form of Exhibit 1 hereto, including
                    all attachments thereto.

                


        


        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        


        (b)
          The
          Closing Documents for the Mortgage Loans to be purchased on each Closing
          Date
          shall consist of fully executed originals of the following
          documents:

        


        
          	
                   

                	
                  1.

                	
                  the
                    related Commitment Letter in the form of Exhibit 9
                    hereto;

                


        

        


        
          	
                   

                	
                  2.

                	
                  the
                    related Mortgage Loan Schedule, one copy to be attached
                    hereto;

                


        

        


        
          	
                   

                	
                  3.

                	
                  an
                    Officer's Certificate, in the form of Exhibit 1 hereto, including
                    all attachments thereto;

                


        

        


        
          	
                   

                	
                  4.

                	
                  a
                    Security Release Certification, in the form of Exhibit 2 hereto
                    executed by any Person, as requested by the Purchaser, if any
                    of the
                    Mortgage Loans has at any time been subject to any security interest,
                    pledge or hypothecation for the benefit of such
                    Person;

                


        

        


        
          	
                   

                	
                  5.

                	
                  a
                    certificate or other evidence of merger or change of name, signed
                    or
                    stamped by the applicable regulatory authority, if any of the
                    Mortgage
                    Loans were acquired by the Seller by merger or acquired or originated
                    by
                    the Seller while conducting business under a name other than
                    its present
                    name, if applicable; and

                


        

        


        
          	
                   

                	
                  6.

                	
                  a
                    Term Sheet in the form of Exhibit 3
                    hereto.

                


        

        


        SECTION
          10.                                Costs.  The
          Purchaser shall pay any commissions due its salespersons 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, any costs and expenses for
          delivery
          of the Mortgage Loan Documents and any other Mortgage Loan-related documentation
          to Purchaser and the Seller's attorney's fees, shall be paid by the
          Seller.

        


        SECTION
          11.                                Seller's
          Servicing Obligations.  The Seller, as an independent contract
          servicer, shall service and administer the Mortgage Loans in accordance
          with the
          terms and provisions set forth in the Servicing Addendum attached as Exhibit
          8 which Servicing Addendum is incorporated herein by reference. Seller
          shall
          provide any information required in good faith by Purchaser as detailed
          on
          Exhibit 10.


        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        


        


        SECTION
          12.                                The
          Seller and Purchaser.

        


        
          	
                   

                	
                  Subsection
                    12.01.

                	
                  Additional
                    Indemnification by the Seller/Indemnification by
                    Purchaser.

                


        

        


        In
          addition to the indemnification provided in Subsection 7.03, the Seller
          shall
          indemnify the Purchaser and hold the Purchaser 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 the failure of the
          Seller
          to perform its obligations under this Agreement including but not limited
          to its
          obligation to service and administer the Mortgage Loans in strict compliance
          with the terms of this Agreement.

        


        The
          Purchaser shall indemnify the Seller and hold the Seller 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 Seller may sustain in any way related to the failure
          of the
          Purchaser to perform its obligations under this Agreement.

        


        Subsection
          12.02.                                           Merger
          or Consolidation of the Seller.

        


        The
          Seller shall keep in full force and effect its existence, rights and franchises
          as a corporation under the laws of the state of its incorporation except
          as
          permitted herein, 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 enable the Seller to perform its duties
          under this Agreement.

        


        Any
          Person into which the Seller may be merged or consolidated, or any corporation
          resulting from any merger, conversion or consolidation to which the Seller
          shall
          be a party, or any Person succeeding to the business of the Seller, shall
          be the
          successor of the Seller 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 whose deposits are insured by FDIC or a
          company
          whose business is the origination and servicing of mortgage loans, shall
          be a
          FNMA or FHLMC approved seller/servicer and shall satisfy any requirements
          with
          respect to the qualifications of a successor to the Seller.

        


        
          	
                   

                	
                  Subsection
                    12.03.

                	
                  No
                    Transfer of Servicing.

                


        

        


        With
          respect to the retention of the Seller to service the Mortgage Loans, the
          Seller
          acknowledges that the Purchaser has acted in reliance upon the Seller's
          independent status, the adequacy of its servicing facilities, plan, personnel,
          records and procedures, its integrity, reputation and financial standing
          and the
          continuance thereof. Without in any way limiting the generality of this
          Section,
          Seller shall not either assign this Agreement or the servicing
          hereunder


        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        


        or
          delegate its rights or 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 approval of the Purchaser, which consent will not be
          unreasonably withheld.

        


        SECTION
          13.                                DEFAULT.

        


        
          	
                   

                	
                  Subsection
                    13.01.

                	
                  Events
                    of Default.

                


        

        


        In
          case
          one or more of the following Events of Default by the Seller shall occur
          and be
          continuing, that is to say:

        


        (i)                 any
          failure by the Seller to remit to the Purchaser any payment required to
          be made
          under the terms of this Agreement which continues unremedied for a period
          of
          three (3) Business Days after the date upon which written notice of such
          failure, requiring the same to be remedied, shall have been given to the
          Seller
          by the Purchaser; or

        


        (ii)                   failure
          on the part of the Seller duly to observe or perform in any material respect
          any
          other of the covenants or agreements on the part of the Seller set forth
          in this
          Agreement which continues unremedied for a period of thirty (30) days (except
          that such number of days shall be fifteen (15) in the case of a failure
          to pay
          any premium for any insurance policy required to be maintained under this
          Agreement) after the date on which written notice of such failure, requiring
          the
          same to be remedied, shall have been given to the Seller by the Purchaser;
          or

        


        (iii)                    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, bankruptcy, readjustment of debt, marshalling of assets
          and
          liabilities or similar proceedings, or for the winding-up or liquidation
          of its
          affairs, shall have been entered against the Seller and such decree or
          order
          shall have remained in force undischarged or unstayed for a period of sixty
          (60)
          days; or

        


        (iv)                    the
          Seller shall consent to the appointment of a conservator or receiver or
          liquidator in any insolvency, bankruptcy, readjustment of debt, marshalling
          of
          assets and liabilities or similar proceedings of or relating to the Seller
          or of
          or relating to all or substantially all of its property; or

        


        (v)                   the
          Seller 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
          or
          reorganization statute, make an assignment for the benefit of its creditors,
          or
          voluntarily suspend payment of its obligations; or

        


        (vi)                    failure
          by the Seller to be in compliance with the "doing business" or licensing
          laws of
          any jurisdiction where a Mortgaged Property is located; or


        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        


        (vii)                     the
          Seller ceases to meet the qualifications of either a FNMA or FHLMC
          seller/servicer; or

        


        (viii)                      the
          Seller ceases to be an FHA Approved Mortgagee or it is suspended as a Approved
          Lender; or

        


        (ix)                    the
          Seller attempts to assign its right to servicing compensation hereunder
          or the
          Seller attempts, without the consent of the Purchaser, to sell or otherwise
          dispose of all or substantially all of its property or assets or to assign
          this
          Agreement or the servicing responsibilities hereunder or to delegate its
          duties
          hereunder or any portion thereof;

        


        then,
          and
          in each and every such case, so long as an Event of Default shall not have
          been
          remedied, the Purchaser, by notice in writing to the Seller may, in addition
          to
          whatever rights the Purchaser may have at law or equity to damages, including
          injunctive relief and specific performance, terminate all the rights and
          obligations of the Seller as servicer under this Agreement. On or after
          the
          receipt by the Seller of such written notice, all authority and power of
          the
          Seller to service the Mortgage Loans under this Agreement shall on the
          date set
          forth in such notice pass to and be vested in the successor appointed pursuant
          to Section 15.

        


        Subsection
          13.02.                                           Waiver
          of Defaults.

        


        The
          Purchaser may waive any default by the Seller in the performance of its
          obligations hereunder and its consequences. Upon any such 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 extend to any subsequent or other default
          or
          impair any right consequent thereon except to the extent expressly so
          waived.

        


        SECTION
          14.                                Termination.
          The respective obligations and responsibilities of the Seller, as servicer,
          shall terminate in accordance with Section 14 unless terminated on an earlier
          date at the option of the Purchaser or pursuant to Section 13.  This
          Agreement shall terminate upon either: (a) the later of the distribution
          to
          Purchaser of final payment or liquidation with respect to the last Mortgage
          Loan
          (or advances of same by Seller), or the disposition of all property acquired
          upon foreclosure or deed in lieu of foreclosure with respect to the last
          Mortgage Loan and the remittance of all funds due hereunder; or (b) mutual
          consent of Seller and Purchaser in writing. Upon written request
          from
          the Purchaser in connection with any such termination, the Seller 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 Seller's
          sole
          expense. The Seller agrees to cooperate with the Purchaser and such successor
          in
          effecting the termination of the Seller'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 Seller to the Custodial Account, REO Account or Escrow Account or thereafter
          received with respect to the Mortgage Loans.


        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        


        


        SECTION
          15.                                Successor
          to the Seller.  Prior to termination of Seller's responsibilities
          and duties under this Agreement pursuant to Section 13 or Section 14, the
          Purchaser shall (i) succeed to and assume all of the Seller's responsibilities,
          rights, duties and obligations under this Agreement, or (ii) appoint a
          successor
          which shall succeed to all rights and assume all of the responsibilities,
          duties
          and liabilities of the Seller as servicer under this Agreement. Any successor
          to
          the Seller shall be an FHA Approved Mortgagee or a VA Approved Lender in
          the
          case of an FHA Loan or a VA Loan or, in the case of a Conventional Mortgage
          Loan, a servicer acceptable to FNMA and FHLMC. 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 Seller's duties, responsibilities
          and liabilities as servicer under this Agreement should be terminated pursuant
          to the aforementioned Sections, the Seller 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 the Purchaser or such successor. The termination of the Seller
          as
          servicer pursuant to the aforementioned Sections shall not become effective
          until a successor shall be appointed pursuant to this Section 15 and shall
          in no
          event relieve the Seller of the representations and warranties made pursuant
          to
          Subsections 7.01 and 7.02 and the remedies available to the Purchaser under
          Subsection 7.03 or 7.04, it being understood and agreed that the provisions
          of
          such Subsections 7.01, 7.02 and 7.03 and 7.04 shall be applicable to the
          Seller
          notwithstanding any such resignation or termination of the Seller, or the
          termination of this Agreement.

        


        Any
          successor appointed as provided herein shall execute, acknowledge and deliver
          to
          the Seller and to the Purchaser an instrument accepting such appointment,
          whereupon such successor shall become fully vested with all the rights,
          powers,
          duties, responsibilities, obligations and liabilities of the Seller, with
          like
          effect as if originally named as a party to this Agreement provided, however,
          that such successor shall not assume, and Seller shall indemnify such successor
          for, any and all liabilities arising out of the Seller's acts as servicer.
          Any
          termination of the Seller as servicer pursuant to Section 13 and Section
          14
          shall not affect any claims that the Purchaser may have against the Seller
          arising prior to any such termination or resignation or remedies with respect
          to
          such claims.

        


        The
          Seller shall timely deliver to the successor the funds in the Custodial
          Account,
          REO Account and the Escrow Account and the Mortgage Files and related documents
          and statements held by it hereunder and the Seller shall account for all
          funds.
          The Seller shall execute and deliver such instruments and do such other
          things
          all as may reasonably be required to more fully and definitely vest and
          confirm
          in the successor all such rights, powers, duties, responsibilities, obligations
          and liabilities of the Seller as servicer. The successor shall make arrangements
          as it may deem appropriate to reimburse the Seller for amounts the Seller
          actually expended as servicer pursuant to this Agreement which the successor
          is
          entitled to retain hereunder and which would otherwise have been recovered
          by
          the Seller pursuant to this Agreement but for the appointment of the successor
          servicer.


        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        


        SECTION
          16.                                Financial
          Statements.  The Seller understands that in connection with the
          Purchaser's marketing of the Mortgage Loans, the Purchaser shall make available
          to prospective purchasers the Seller's financial statements for the most
          recently completed three (3) fiscal years respecting which such statements
          are
          available. The Seller also shall make available any comparable interim
          statements to the extent any such statements have been prepared by the
          Seller
          (and are available upon request to members or stockholders of the Seller
          or the
          public at large). The Seller, if it has not already done so, agrees to
          furnish
          promptly to the Purchaser copies of the statements specified above. The
          Seller
          also shall make available information on its servicing performance with
          respect
          to mortgage loans serviced for others, including delinquency
          ratios.

        


        SECTION
          17.                                Mandatory
          Delivery: Grant of Security Interest.  The sale and delivery of
          each Mortgage Loan on or before the related Closing Date is mandatory from
          and
          after the date of the execution of the related Commitment Letter, it being
          specifically understood and agreed that each Mortgage Loan is unique and
          identifiable on the date thereof and that an award of money damages would
          be
          insufficient to compensate the Purchaser for the losses and damages incurred
          by
          the Purchaser (including damages to prospective purchasers of the Mortgage
          Loans) in the event of the Seller's failure to deliver each of the related
          Mortgage Loans or one or more Mortgage Loans otherwise acceptable to the
          Purchaser on or before the related Closing Date. The Seller hereby grants
          to the
          Purchaser a lien on and a continuing security interest in each Mortgage
          Loan and
          each document and instrument evidencing each such Mortgage Loan to secure
          the
          performance by the Seller of its obligation hereunder, and the Seller agrees
          that it holds such Mortgage Loans in custody for the Purchaser subject
          to the
          Purchaser's (i) right to reject any Mortgage Loan under the terms of this
          Agreement and the related Commitment Letter, and (ii) obligation to pay
          the
          related Purchase Price for the Mortgage Loans. All rights and remedies
          of the
          Purchaser under this Agreement are distinct from, and cumulative with,
          any other
          rights or remedies under this Agreement or afforded by law or equity and
          all
          such rights and remedies may be exercised concurrently, independently or
          successively.

        


        SECTION
          18.                                Notices.  All
          demands, notices and communications hereunder shall be in writing and shall
          be
          deemed to have been duly given if mailed, by registered or certified mail,
          return receipt requested, or, if by other means, when received by the other
          party at the address as follows:

        


        (i)                 if
          to the Seller:

        


        ABN
          AMRO
          Mortgage Group, Inc.

        6300
          Interfirst Drive

        Ann
          Arbor, Michigan 48108


        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        


        


        (ii)                   if
          to the Purchaser:

        


        CitiMortgage,
          Inc.

        1000
          Technology Drive

        O’Fallon,
          Missouri 63368

        Attn:
          Capital Markets

        


        With
          a
          copy to the CitiMortgage Legal Department

        


        or
          such
          other address as may hereafter be furnished to the other party by like
          notice.
          Any such demand, notice or communication hereunder shall be deemed to have
          been
          received on the date delivered to or received at the premises of the addressee
          (as evidenced, in the case of registered or certified mail, by the date
          noted on
          the return receipt).

        


        SECTION
          19.                                Severability
          Clause.  Any part, provision, representation or warranty of this
          Agreement which is prohibited or which is held to be void or unenforceable
          shall
          be ineffective to the extent of such prohibition or unenforceability without
          invalidating the remaining provisions hereof. Any part, provision,
          representation or warranty of this Agreement which is prohibited or
          unenforceable or is held to be void or unenforceable in any jurisdiction
          shall
          be ineffective, as to such jurisdiction, to the extent of such prohibition
          or
          unenforceability without invalidating the remaining provisions hereof,
          and any
          such prohibition or unenforceability in any jurisdiction as to any Mortgage
          Loan
          shall not invalidate or render unenforceable such provision in any other
          jurisdiction. To the extent permitted by applicable law, the parties hereto
          waive any provision of law which prohibits or renders void or unenforceable
          any
          provision hereof. If the invalidity of any part, provision, representation
          or
          warranty of this Agreement shall deprive any party of the economic benefit
          intended to be conferred by this Agreement, the parties shall negotiate,
          in
          good-faith, to develop a structure the economic effect of which is nearly
          as
          possible the same as the economic effect of this Agreement without regard
          to
          such invalidity.

        


        SECTION
          20.                                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
          21.                                Governing
          Law.  The 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 the laws of the State
          of New
          York, except to the extent preempted by Federal law. The parties agree
          to waive
          trial by jury in the event of any dispute under this Agreement.

        


        SECTION
          22.                                Intention
          of the Parties.  It is the intention of the parties that the
          Purchaser is purchasing, and the Seller is selling, the Mortgage Loans
          and not a
          debt instrument of the Seller or another security. Accordingly, the parties
          hereto each intend to treat the transaction for Federal income
          tax


        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        


        purposes
          as a sale by the Seller, and a purchase by the Purchaser, of the Mortgage
          Loans.  The Purchaser shall have the right to review the Mortgage
          Loans and the related Mortgage Loan Files to determine the characteristics
          of
          the Mortgage Loans which shall affect the Federal income tax consequences
          of
          owning the Mortgage Loans and the Seller shall cooperate with all reasonable
          requests made by the Purchaser in the course of such review.

        


        SECTION
          23.                                Successors
          and Assigns.  This Agreement shall bind and inure to the benefit
          of and be enforceable by the Seller and the Purchaser and the respective
          successors and assigns of the Seller and the Purchaser.

        


        SECTION
          24.                                Waivers.  No
          term or provision of this Agreement may be waived or modified unless such
          waiver
          or modification is in writing and signed by the party against whom such
          waiver
          or modification is sought to be enforced.

        


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

        


        SECTION
          26.                                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 generally accepted accounting principles;

        


        (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)           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
          27.                                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
          28. Non-Solicitation.

        


        (a)           Seller
          agrees that all Mortgagors are the exclusive customers of the Purchaser.
          Neither
          Seller nor any of its affiliates shall solicit Mortgagors for any purposes,
          including, but not limited to, financial services, insurance coverage or
          prepayment of Mortgage Loans. Seller shall not sell or distribute any customer
          list incorporating the names of Mortgagors and shall not itself use any
          such
          list to solicit or promote, or to allow any other person to solicit or
          promote,
          the sale of any services or products to any Mortgagor.

        


        (b)           The
          restrictions under Section 28(a) above shall not apply to:

        


        
          	
                   

                	
                  (i)

                	
                  an
                    advertising campaign by or on behalf of the Seller offering financial
                    services, including mortgage or insurance-related products and
                    services,
                    directed to the general public or any segment thereof provided
                    such
                    segment does not target the Mortgagors;
                    or

                


        

        


        
          	
                   

                	
                  (ii)

                	
                  a
                    solicitation for financial services, other than first mortgage
                    or
                    mortgage-insurance related products and services, to any Mortgagor
                    with
                    whom Seller or an affiliate has a customer relationship unrelated
                    to the
                    Mortgage Loan existing as of the applicable Closing Date, provided
                    that
                    such solicitation is part of a solicitation program not directed
                    primarily
                    to the Mortgagors.

                


        

        


        (c)           Neither
          Seller nor any of its affiliates may circumvent the intent of this Section
          28 by
          selling or distributing a customer list incorporating the names of the
          Mortgagors to any other person or entity.

        


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

        



        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        


        


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

        


        CITIMORTGAGE,
          INC.

        (Purchaser)

        


        By:

        Name:

        Title:

        


        


        


        


        ABN
          AMRO
          MORTGAGE GROUP, INC.

        


        By:

        Name:

        Title:

        



        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        



        


        EXHIBIT
          1

        


        


        SELLER'S
          OFFICER'S CERTIFICATE

        


        


        I,
          ________________________, hereby certify that I am the duly elected
          ______________ of _____, a ______________ corporation (the "Seller"), and
          further certify, on behalf of the Seller as follows:

        


        1.           No
          proceedings looking toward merger, liquidation, dissolution or bankruptcy
          of the
          Seller are pending or contemplated.

        


        2.           Each
          person who, as an officer or attorney-in-fact of the Seller, signed (a)
          the
          Mortgage Loan Purchase and Servicing Agreement (the "Purchase Agreement"),
          dated
          as of [MONTH] 1, 2007, by and between the Seller and CitiMortgage, Inc.
          (the "Purchaser"); (b) the Commitment Letter, dated _____________ 2007,
          between
          the Seller and the Purchaser (the "Commitment"); and (c) any other document
          delivered prior hereto or on the date hereof in connection with the sale
          and
          servicing of the Mortgage Loans in accordance with the Purchase Agreement
          and
          the Commitment  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 or attorney-in-fact, and the signatures of such
          persons
          appearing on such documents are their genuine signatures.

        


        3.           All
          of the representations and warranties of the Seller contained in Subsections
          7.01 and 7.02 of the Purchase Agreement were true and correct in all material
          respects as of the date of the Purchase Agreement and are true and correct
          in
          all material respects as of the date hereof.

        


        4.           The
          Seller has performed all of its duties and has satisfied all the material
          conditions on its part to be performed or satisfied prior to the related
          Closing
          Date pursuant to the Purchase Agreement and the related Commitment
          .

        


        All
          capitalized terms used herein and not otherwise defined shall have the
          meaning
          assigned to them in the Purchase Agreement.

        


        IN
          WITNESS WHEREOF, I have hereunto signed my name and affixed the seal of
          the
          Seller.

        


        Dated:                                                      

        


        [Seal]


        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        


        


        [NAME
          IN
          CAPS]

        


        By:                                                                           

        Name:                                                                           

        Title:   Vice
          President

        


        


        


        I,
          _______________________, Secretary of _______________________________,
          hereby
          certify that _________________________ is the duly elected, qualified and
          acting
          Vice President of the Seller and that the signature appearing above is
          his
          genuine signature.

        


        IN
          WITNESS WHEREOF, I have hereunto signed my name.

        


        Dated:                                           

        


        [Seal]

        


        


        [NAME
          IN
          CAPS]

        


        


        By:                                                                           

        Name:                                                                           

        Title:   [Assistant]
          Secretary

        



        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        


        EXHIBIT
          2

        


        SECURITY
          RELEASE CERTIFICATION

        


        I.           Release
          of Security Interest

        


        ______________________________________,
          hereby relinquishes any and all right, title and interest it may have in
          and to
          the Mortgage Loans described in Exhibit A attached hereto upon purchase
          thereof
          by CitiMortgage, Inc. from the Seller named below pursuant to that certain
          Mortgage Loan Purchase and Servicing Agreement, dated as of [MONTH] 1,
          2007, as
          of the date and time of receipt by ______________________________ of $__________
          for such Mortgage Loans (the "Date and Time of Sale"), and certifies that
          all
          notes, mortgages, assignments and other documents in its possession relating
          to
          such Mortgage Loans have been delivered and released to the Seller named
          below
          or its designees as of the Date and Time of Sale.

        


        Name
          and
          Address of Financial Institution

        


        


        


        (Name)

        (Address)

        By:                                                      


        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        


        


        II.           Certification
          of Release

        


        


        The
          Seller named below hereby certifies to CitiMortgage, Inc. that, as of the
          Date
          and Time of Sale of the above mentioned Mortgage Loans to CitiMortgage,
          Inc.,
          the security interests in the Mortgage Loans released by the above named
          corporation comprise all security interests relating to or affecting any
          and all
          such Mortgage Loans. The Seller warrants that, as of such time, there are
          and
          will be no other security interests affecting any or all of such Mortgage
          Loans.

        


        [NAME
          IN
          CAPS]

        Seller

        


        


        By:                                                                           

        Name:                                                                           

        Title:                                                                           

        



        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        


        EXHIBIT
          3

        


        


        TERM
          SHEET

         

        This
          Term Sheet (the “Term Sheet”) is dated ______, 2007,
          by________, a ___ corporation (the “Seller”) and CITIMORTGAGE, INC., a New York
          corporation (the “Purchaser”).

         

        This
          Term
          Sheet is made pursuant to the terms and conditions of the Mortgage Loan
          Purchase
          and Servicing Agreement (the “Agreement”), dated as of ________, 2007, among
          Seller and the Purchaser, the provisions of which are incorporated here,
          as such
          terms may be modified or supplemented here.  All capitalized terms
          shall have the meanings ascribed to them in the Agreement, unless otherwise
          defined here.

         

        The
          Purchaser hereby purchases from Seller and Seller hereby sells to the Purchaser,
          all of Seller’s right, title and interest in and to the Mortgage Loans described
          on the Mortgage Loan Schedule attached as Schedule I, in accordance
          with the terms of the Agreement, as such terms may be supplemented or modified
          by this Term Sheet. 

         

        1.  DEFINITIONS

         

        For
          purposes of the Mortgage Loans to be sold pursuant to this Term Sheet,
          the
          following terms shall have the following meanings:

         

        Aggregate
          Principal Balance

        (as
          of
          the Cut-Off Date):      $

         

        Aggregate
          Principal Balance by Product Type:   $

         

        Closing
          Date:

         

        Cut-off
          Date:

         

        Initial
          Weighted Average

        Mortgage
          Loan Rate:

         

        Mortgage
          Loan Product Type:

         

        Purchase
          Price Percentage:

         

        Servicing
          Fee:

         

        Buyup/Buydown
          Factor:

         


        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        


        


         

        2.  Additional
          Closing Conditions:

         

        a.  In
          addition to the conditions specified in the Agreement, the obligation of
          the
          Seller and the Purchaser is subject to the fulfillment of the following
          additional conditions:

         

        


         

        3.  Additional
          Loan Documents:

         

        a.  In
          addition to the contents of the Mortgage File specified in the Agreement,
          the
          following documents shall be delivered with respect to the Mortgage
          Loans:

         

        


         

        4.  [Additional]
          [Modification of] Representations and Warranties:

         

        a.  [In
          addition to the representations and warranties set forth in the Agreement,
          as of
          the date hereof, each of the Sellers makes the following additional
          representations and warranties with respect to the Mortgage Loans:

         

        


         

        


        TO
          WITNESS THIS, the parties have caused their names to be signed by their
          respective duly authorized officers as of the date first written
          above.

         

        
          	 	
                  ______________________________________

                  a
                    _____ corporation

                  By:     _________________________________

                   

                  Name:_________________________________

                  Title:  _________________________________

                
	 	 
	 	 


        

        


        
          	 	
                  CITIMORTGAGE,
                    INC.

                  a
                    New York corporation

                   

                  By:     _________________________________

                   

                  Name:_________________________________

                  Title:  _________________________________

                


        

        



        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        


        EXHIBIT
          4

        


        CONTENTS
          OF EACH MORTGAGE FILE

        


        With
          respect to each Mortgage Loan, the Mortgage File shall include each of
          the
          following items, which shall be delivered to the Purchaser:

        


        Collateral
          File Contents

        


        Originals
          (unless otherwise indicated) of the following Collateral documents shall
          be
          delivered to the Purchaser:

        


        1.  The
          original Mortgage Note bearing all intervening endorsements, endorsed “Pay to
          the order of CitiMortgage, Inc.” and signed in the name of the Seller by an
          authorized officer.

        


        
          	
                  2.

                	
                  The
                    original Mortgage/Deed of Trust with evidence of recording
                    thereon.

                


        

        


        
          	
                  3.

                	
                  The
                    original assignment of mortgage, prepared in
                    blank.

                


        

        


        
          	
                  4.

                	
                  The
                    originals of all intervening assignments of mortgage with evidence
                    of
                    recording thereon.

                


        

        


        
          	
                  5.

                	
                  The
                    original mortgagee title insurance
                    policy.

                


        

        


        
          	
                  6.

                	
                  MIC,
                    LGC or PMI certificate, if
                    applicable

                


        

        


        
          	
                  7.

                	
                  Modification,
                    Assumption and Buydown Agreements, if
                    applicable

                


        

        


        
          	
                  8.

                	
                  Power
                    of Attorney, if applicable

                


        

        


        Servicing
          File Contents

        


        Copies
          of
          the following documents shall be delivered to the Purchaser.

        


        
          	
                  1.

                	
                  Security
                    Instrument – Mortgage/Deed of Trust and applicable riders and
                    addendum

                


        

        


        
          	
                  2.

                	
                  Recorded
                    assignments (intermediate, if any)

                


        

        


        
          	
                  3.

                	
                  Note,
                    riders and allonges

                


        

        


        
          	
                  4.

                	
                  Title
                    insurance policy or Attorney’s Opinion with applicable
                    endorsements

                


        

        


        
          	
                  5.

                	
                  MIC,
                    LGC or PMI Certificate (if
                    applicable)

                


        

        


        
          	
                  6.

                	
                  Power
                    of Attorney (if applicable)

                


        

        


        
          	
                  7.

                	
                  Modification
                    and Buydown Agreements (if
                    applicable)

                


        

        
        

        


        
          	
                  8.

                	
                  Documentation
                    of full or partial releases of security or any waivers of
                    liability

                


        

        


        
          	
                  9.

                	
                  Assumption
                    documents and history

                


        

        


        
          	
                  10.

                	
                  Proof
                    of borrower name change (death certificate, marriage certificate,
                    etc.)

                


        

        


        
          	
                  11.

                	
                  Truth
                    in Lending and RESPA disclosures, including applicable agency
                    (OTS, OCC,
                    etc.) disclosures or customer receipt of variable rate
                    disclosures

                


        

        


        
          	
                  12.

                	
                  Closing
                    statement (HUD-1 including addendum), if
                    escrowed

                


        

        


        
          	
                  13.

                	
                  Escrow
                    assignments (if required)

                


        

        


        
          	
                  14.

                	
                  Name
                    affidavit (if applicable)

                


        

        


        
          	
                  15.

                	
                  Right
                    of Rescission (if applicable)

                


        

        


        
          	
                  16.

                	
                  Copy
                    of credit package including loan application, verifications of
                    income,
                    verifications of deposit, verifications of liabilities, credit
                    report,
                    transmittal summary, appraisal with all addendum, final inspection,
                    DU/LP
                    findings, etc.

                


        

        


        
          	
                  17.

                	
                  Proof
                    of Claim for any Mortgage Loan in
                    bankruptcy

                


        

        


        
          	
                  18.

                	
                  any
                    and all other origination, closing, pooling and servicing documentation
                    available but not listed above

                


        

        



        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        


        EXHIBIT
          5

        


        CUSTODIAL
          AGREEMENT (IF APPLICABLE)

        



        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        


        


        EXHIBIT
          6

        


        


        CUSTODIAL
          ACCOUNT LETTER AGREEMENT

        


         ________________________
          __, 2007

        


        


        To:           

        


        (the
          "Depository")

        


        


        As
          Seller
          under the Mortgage Loan Purchase and Servicing Agreement, dated as of [MONTH]
          1,
          2007, we hereby authorize and request you to establish an account, as a
          Custodial Account, to be designated as "[Initial Caps Name] in trust for
          the
          Purchaser and various Mortgagors, Fixed Rate and Adjustable Rate Conventional,
          FHA Insured and VA Guaranteed Mortgage Loans."  All deposits in the
          account shall be subject to withdrawal therefrom by order signed by the
          Seller.  You may refuse any deposit which would result in violation of
          the requirement that the account be fully insured as described
          below.  This letter is submitted to you in
          duplicate.  Please execute and return one original to us.

        


        [NAME
          IN
          CAPS]

        


        


        


        By:                      

        


        Name:                                                                     

        


        Title:                                                                           

        


        Date:                                                                           


        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        


        


        The
          undersigned, as Depository, hereby certifies that the above-described account
          has been established under Account Number ___________ at the office of
          the
          Depository indicated above, and agrees to honor withdrawals on such account
          as
          provided above.  The full amount deposited at any time in the account
          will be insured by the Federal Deposit Insurance Corporation through the
          Bank
          Insurance Fund ("BIF").

        


        


        Depository

        


        By:                                                                

        


        Name:                                                                

        


        Title:                                                                

        


        Date:                                                                

        



        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        


        EXHIBIT
          7

        


        ESCROW
          ACCOUNT LETTER AGREEMENT

        


        


                      ,
          2007

        


        To:           

        


        


        (the
          "Depository")

        


        As
          Seller
          under the Mortgage Loan Purchase and Servicing Agreement, dated as of [MONTH]
          1,
          2007, we hereby authorize and request you to establish an account, as an
          Escrow
          Account, to be designated as "[Initial Caps Name] in trust for the Purchaser
          and
          various Mortgagors, Fixed Rate and Adjustable Rate Conventional, FHA Insured
          and
          VA Guaranteed Mortgage Loans."  All deposits in the account shall be
          subject to withdrawal therefrom by order signed by the Seller.  You
          may refuse any deposit which would result in violation of the requirement
          that
          the account be fully insured as described below.  This letter is
          submitted to you in duplicate.  Please execute and return one original
          to us.

        


        [NAME
          IN
          CAPS]

        


        By:                                                                           

        


        Name:                                                                           

        


        Title:                                                                           

        


        Date:                                                                           


        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        


        


        The
          undersigned, as Depository, hereby certifies that the above-described account
          has been established under Account Number ___________ at the office of
          the
          Depository indicated above, and agrees to honor withdrawals on such account
          as
          provided above.  The full amount deposited at any time in the account
          will be insured by the Federal Deposit Insurance Corporation through the
          Bank
          Insurance Fund ("BIF").

        


        


        Depository

        


        By:                                                                

        


        Name:                                                                

        


        Title:                                                                

        


        Date:                                                                

        



        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        


        EXHIBIT
          8

        


        SERVICING
          ADDENDUM

        


        
          	
                   

                	
                  8.01

                	
                  Seller
                    to Act as Servicer.

                


        

        


        The
          Seller, as independent contract servicer, shall service and administer
          the
          Mortgage Loans in accordance with this Agreement, with FNMA guidelines
          for
          Conventional Loans and with HUD and GNMA guidelines for FHA Loans and VA
          Loans.
          Seller shall have full power and authority, acting alone, to do or cause
          to be
          done any and all things in connection with such servicing and administration
          which the Seller may deem necessary or desirable and consistent with the
          terms
          of this Agreement, including, in the case of FHA Loans and VA Loans, taking
          all
          actions that a mortgagee is permitted or required to take by the FHA or
          the VA,
          as the case may be.

        


        Consistent
          with the terms of this Agreement, the Seller may waive, modify or vary
          any term
          of any Mortgage Loan or consent to the postponement of strict compliance
          with
          any such term or in any manner grant indulgence to any Mortgagor if in
          the
          Seller's reasonable and prudent determination such waiver, modification,
          postponement or indulgence is not materially adverse to the Purchaser;
          provided,
          however, that the Seller shall not permit any modification with respect
          to any
          Mortgage Loan that would change the Mortgage Interest Rate, defer or forgive
          the
          payment thereof or of any principal or interest payments, reduce the outstanding
          principal amount (except for actual payments of principal), make additional
          advances of additional principal or extend the final maturity date on such
          Mortgage Loan, or, in the case of FHA Loans and VA Loans, affect the FHA
          Insurance Contract or VA Guaranty Agreement, as the case may be, with respect
          to
          such Mortgage Loan.  Without limiting the generality of the foregoing,
          the Seller 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 of partial or full release, discharge and
          all other comparable instruments, with respect to the Mortgage Loans and
          with
          respect to the Mortgaged Property.  If reasonably required by the
          Seller, the Purchaser shall furnish the Seller with any powers of attorney
          and
          other documents necessary or appropriate to enable the Seller to carry
          out its
          servicing and administrative duties under this Agreement.

        


        In
          servicing and administering FHA Loans and VA Loans, the Seller shall comply
          strictly with the National Housing Act, the FHA Regulations, the Servicemen's
          Readjustment Act and the VA Regulations and administrative guidelines issued
          thereunder or pursuant thereto (insofar as the same apply to any Mortgage
          Loan)
          and, to the extent permitted hereunder, promptly discharge all of the
          obligations of the mortgagee thereunder and under each Mortgage including
          the
          timely giving of notices, the essence hereof being that the full benefits
          of
          each FHA Insurance Contract and VA Guaranty Agreement inure to the Seller
          and
          the Purchaser.

        


        In
          servicing and administering the Mortgage Loans, the Seller shall comply
          with all
          federal, state and local law and regulations and the Mortgage Loan Documents
          and
          employ procedures including collection procedures and exercise the same
          care
          that it customarily employs and exercises in servicing and administering
          mortgage loans for its own account giving due consideration to accepted
          mortgage
          servicing practices of prudent lending institutions, the FHA Insurance
          Contracts
          and the VA Guaranty Agreements, where applicable, and the Purchaser's reliance
          on the Seller.


        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        


        


        
          	
                   

                	
                  8.02

                	
                  Collection
                    of Mortgage Loan Payments/P&I
                    Advances.

                


        

        


        Continuously
          from the date hereof, the Seller shall proceed diligently to collect all
          payments due under each Mortgage Loan when the same shall become due and
          payable
          and shall, to the extent such procedures shall be consistent with this
          Agreement
          and the terms and provisions of any related Primary Insurance Policy, follow
          such collection procedures as it follows with respect to mortgage loans
          comparable to the Mortgage Loans and held for its own account. In the event
          the
          Mortgage Loan becomes eligible for rights under the Soldiers’ and Sailors’
Relief Act of 1940 and the Mortgage Interest Rate is reduced, Purchaser
          shall
          only be entitled to receive such reduced interest and Seller shall not
          be
          required to advance any additional interest during the period such Mortgage
          Loan
          is entitled to such rights. Further, the Seller shall take special care
          in
          ascertaining and estimating annual ground rents, taxes, assessments, water
          rates, fire and hazard insurance premiums, mortgage insurance premiums,
          and all
          other charges that, as provided in the Mortgage, will become due and payable
          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.

        


        Not
          later
          than the close of business on the Business Day preceding each Distribution
          Date,
          the Seller shall deposit into the Custodial Account an amount equal to
          all
          P&I Advances. This deposit may be offset by amounts by funds held for a
          future distribution not yet due on the current Distribution Date. The Seller
          shall be entitled to be reimbursed from the Custodial Account for all P&I
          Advances of its own funds made pursuant to this paragraph as provided in
          paragraph 8.5. The obligation of the Seller to make such P&I Advances is
          mandatory (unless Seller believes in good faith that such P&I Advances will
          be non-recoverable), and, with respect to any Mortgage Loan or REO Property,
          shall continue through the earlier of (i) the date on which all Liquidations
          Proceeds, Condemnation Proceeds and Insurance Proceeds are received and
          an REO
          Disposition in connection with such Mortgage Loan is made and (ii) the
          due date
          of the last Monthly Payment due prior to the payment in full of such Mortgage
          Loan.

         

        Notwithstanding
          anything herein to the contrary, no P&I Advance shall be required to be made
          hereunder by the Seller if Seller determines in its good faith judgment
          such
          P&I Advance will not be ultimately recoverable from the Mortgagor or
          Liquidation Proceeds.

         

        


        
          	
                   

                	
                  8.03

                	
                  Realization
                    Upon Defaulted Mortgage Loans.

                


        

        


        The
          Seller shall use its best efforts, consistent with the procedures that
          the
          Seller would use in servicing loans for its own account, to foreclose upon
          or
          otherwise comparably con­vert the ownership of such Mortgaged Properties as
          come into and continue in default and as to which no satisfactory arrangements
          can be made for collection of delinquent payments pursuant to
          8.01.  The Seller shall use its best efforts to realize upon defaulted
          Mortgage Loans in such a manner as will maximize the receipt of principal
          and
          interest by the Purchaser, taking into account, among other things, the
          timing
          of foreclosure proceedings.  The foregoing is subject to the
          provisions that, in any case in which Mortgaged Property shall have suffered
          damage, the Seller shall not be required to expend its own funds toward
          the
          restoration of such property in excess of $2,000 unless it shall determine
          in
          its discretion (i) that such restoration will increase the proceeds
          of


        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        


        liquidation
          of the related Mortgage Loan to Purchaser after reim­bursement to itself for
          such expenses, and (ii) that such expenses will be recover­able by the
          Seller through Insurance Proceeds or Liquidation Proceeds from the related
          Mortgaged Property, as contemplated in 8.05.  In the event that any
          payment due under any Conventional Mortgage Loan 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 Seller shall take such action as it
          shall deem to be in the best interest of the Purchaser.  In the event
          that any payment due under any Conventional Mort­gage Loan remains
          delinquent for a period of ninety (90) days or more, the Seller shall commence
          foreclosure proceedings, provided that prior to commenc­ing foreclosure
          proceedings, the Seller shall notify the Purchaser in writing of the Seller's
          inten­tion to do so, and the Seller shall not commence foreclosure
          proceedings if the Pur­chaser objects to such action within ten (10)
          Business Days of receiving such notice.  The Seller shall notify the
          Purchaser in writing of the commencement of foreclosure
          proceed­ings.  In such connection, the Seller shall be responsible
          for all costs and expenses incurred by it in any such proceedings; provided,
          however, that it shall be entitled to reimbursement thereof from the related
          Mortgaged Property, as contemplated in 8.05. In the event that any payment
          due
          under any FHA Loan becomes delinquent, the Seller shall take all such actions
          as
          are in the best interests of the Purchaser and permitted under any applicable
          FHA loss mitigation proceedings, including, but not limited to, requesting
          the
          FHA to accept an assignment of such FHA Loan, and, upon the direction of
          the
          Purchaser, commencing foreclosure proceedings. With respect to each VA
          Loan, no
          later than 120 days after such VA Loan becomes delinquent, the Seller shall
          diligently seek to mitigate losses by utilizing all remedies available
          in the VA
          Regulations.

        


        
          	
                   

                	
                  8.04

                	
                  Establishment
                    of Custodial Accounts; Deposits in Custodial
                    Accounts.

                


        

        


        The
          Seller shall segregate and hold all funds collected and received pursuant
          to
          each 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.  The creation of any
          Custodial Account shall be evidenced by a Custodial Account Letter Agreement in
          the form of Exhibit 6.

        


        The
          Seller shall deposit in the Custodial Account on a daily basis, and retain
          therein the following payments and collections received by it subsequent
          to the
          Cut-off Date, or received by it prior to the Cut-off Date but allocable
          to a
          period subsequent thereto, other than in respect of principal and interest
          on
          the Mortgage Loans due on or before the Cut-off Date:

        


        (i)                 all
          payments on account of principal on the Mortgage Loans;

        


        (ii)                   all
          payments on account of interest on the Mortgage Loans;

        


        (iii)                    all
          Liquidation Proceeds;

        


        (iv)                    all
          Insurance Proceeds including amounts required to be deposited pursuant
          to 8.10
          and 8.11, 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 the Seller's normal servicing procedures, the loan documents
          or applicable law;


        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        


        


        (v)                   all
          Condemnation Proceeds affecting any Mort­gaged Property which are not
          released to the Mortgagor in accordance with the Seller's normal servicing
          procedures, the loan documents or applicable law;

        


        (vi)                    all
          proceeds of any Mortgage Loan repurchased in accordance with Section 7.03
          or
          7.04;

        


        (vii)                     any
          amounts required to be deposited by the Seller pursuant to 8.11 in connection
          with the deductible clause in any blanket hazard insurance
          policy.  Such deposit shall be made from the Seller's own funds,
          without reimbursement therefor;

        


        (viii)                      any
          amounts required to be deposited by the Seller in connection with any REO
          Property pursuant to 8.13;

        


        (ix)                    any
          amounts required to be deposited in the Custodial Account pursuant to 8.19
          or
          8.20; and

        


        (x)                   on
          the day prior to the Distribution Date, all P&I Advances.

        


        The
          foregoing requirements for deposit in 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 and assumption
          fees,
          to the extent per­mitted by 8.01, need not be deposited by the Seller in the
          Custodial Account.  Any interest paid on funds deposited in the
          Custodial Account by the depository institution shall accrue to the benefit
          of
          the Seller and the Seller shall be entitled to retain and withdraw such
          interest
          from the Custodial Account pursuant to 8.05(iii).

        


        
          	
                   

                	
                  8.05

                	
                  Permitted
                    Withdrawals From the Custodial
                    Account.

                


        

        


        The
          Seller may, from time to time, withdraw from the Custodial Account for
          the
          following purposes:

        


        (i)                 to
          make distributions to the Purchaser in the amounts and in the manner provided
          for in 8.15;

        


        (ii)                   to
          reimburse itself for unreimbursed Servicing Fees, Servicing Advances and
          all
          P&I Advances, the Seller's right to reimburse itself pursuant to this
          subclause (ii) with respect to Servicing Advances on any Mortgage Loan
          being
          limited to related Liquidation Proceeds, Condemnation Proceeds, Insurance
          Proceeds and such other amounts as may be collected by the Seller from
          the
          Mortgagor or otherwise relating to the Mortgage Loan, it being understood
          that,
          in the case of such reimbursement, the Seller's right thereto shall be
          prior to
          the rights of the Purchaser, except that, where the Seller is required
          to
          repurchase a Mortgage Loan, pursuant to Section 7.03 or 7.04, the Sel­ler's
          right to such reimbursement shall be subsequent to the payment to the Purchaser
          of the repurchase price pursuant to Section 7.03 or 7.04, as the case may
          be,
          and all other amounts required to be paid to the Purchaser with respect
          to such
          Mortgage Loans.;


        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        


        


        (iii)                    to
          pay to itself as servicing compensation (a) any interest earned on funds
          in the
          Custodial Account (all such interest to be withdrawn monthly not later
          than each
          Distribution Date) and (b) the Servicing Fee from that portion of any payment
          or
          recovery as to interest on a particular Mortgage Loan;

        


        (iv)                    to
          pay to itself with respect to each Mort­gage Loan that has been repurchased
          pursuant to Section 7.03 or 7.04 all amounts received thereon and not
          distributed as of the date on which the related repurchase price is determined:
          and

        


        (v)                   to
          withdraw amounts deposited in error.

        


        


        
          	
                   

                	
                  8.06

                	
                  Establishment
                    of Escrow Accounts; Deposits in Escrow
                    Accounts.

                


        

        


        The
          Seller shall segregate and hold all funds collected and received pursuant
          to
          each Mortgage Loan which constitute 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.  The
          creation of any Escrow Account shall be evidenced by Escrow Account Letter
          Agreement in the form of Exhibit 7.

        


        The
          Seller shall deposit in the Escrow Account or Accounts on a daily basis,
          and
          retain therein, (i) 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 (ii) all Insurance Proceeds which
          are to
          be applied to the restoration or repair of any Mortgaged
          Property.  The Seller shall make withdrawals therefrom only to effect
          such payments as are required under this Agreement, and for such other
          purposes
          as shall be as set forth or in accordance with 8.08.  The Seller shall
          be entitled to retain any interest paid on funds deposited in the Escrow
          Account
          by the depository institution other than interest on escrowed funds required
          by
          law to be paid to the Mortgagor and, to the extent required by law, the
          Seller
          shall pay interest on escrowed funds to the Mortgagor notwith­standing that
          the Escrow Account is non-interest bearing or that interest paid thereon
          is
          insufficient for such purposes.

        


        
          	
                   

                	
                  8.07

                	
                  Permitted
                    Withdrawals From Escrow
                    Account.

                


        

        


        Withdrawals
          from the Escrow Account may be made by the Seller (i) to effect timely
          payments
          of ground rents, taxes, assessments, water rates, hazard insurance premiums,
          Primary Insurance Policy premiums, if applicable, and comparable items,
          (ii) to
          reimburse the Seller for any Servicing Advance made by the Seller with
          respect
          to a related Mortgage Loan but only from amounts received on the related
          Mortgage Loan which represent late payments or collections of Escrow Payments
          thereunder, (iii) to refund to the Mortgagor any funds as may be determined
          to
          be overages, (iv) for transfer to the Custodial Account in accor­dance with
          the terms of this Agreement, (v) for application to restoration or repair
          of the
          Mortgaged Property, (vi) to pay to the Seller, or to the Mortgagor to the
          extent
          required by law, any interest paid on the funds deposited in the Escrow
          Account,
          (vii) to clear and terminate the Escrow Account on the
          termination


        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        


        of
          this
          Agreement or (viii) in the case of FHA Loans and VA Loans, for transfer
          to the
          Custodial Account, fire and hazard insurance proceeds and Escrow Payments
          with
          respect to any Mortgage Loan where the FHA or VA, as the case may be, has
          directed application of such funds as a credit against the proceeds of
          the FHA
          Insurance Contract or the VA Guaranty Agreement.

        


        
          	
                   

                	
                  8.08

                	
                  Payment
                    of Taxes, Insurance and Other Charges; Maintenance of Primary
                    Insur­ance Policies; Collections
                    Thereunder.

                


        

        


        With
          respect to each Mortgage Loan, the Seller shall maintain accurate records
          reflecting the status of ground rents, taxes, assessments, water rates
          and other
          charges which are or may become a lien upon the Mortgaged Property and
          the
          status of Primary Insurance Policy premiums and fire and hazard insurance
          coverage and shall obtain, from time to time, all bills for the payment
          of such
          charges, including insurance renewal premiums and shall effect payment
          thereof
          prior to the applicable penalty or termi­nation date and at a time
          appropriate for securing maximum discounts allowable, employing for such
          purpose
          deposits of the Mortgagor in the Escrow Account which shall have been estimated
          and accumulated by the Seller in amounts sufficient for such purposes,
          as
          allowed under the terms of the Mortgage and applic­able law.  To
          the extent that the Mortgage does not provide for Escrow Payments, the
          Seller
          shall determine that any such payments are made by the Mortgagor at the
          time
          they first become due.  The Seller assumes full responsibility for the
          timely payment of all such bills and shall effect timely payments of all
          such
          bills irrespective of the Mortgagor's faithful performance in the payment
          of
          same or the making of the Escrow Payments and shall make advances from
          its own
          funds to effect such payments.

        


        The
          Seller shall maintain in full force and effect, a Primary Insurance Policy,
          issued by an insurer acceptable to FNMA and FHLMC, with respect to each
          Mortgage
          Loan for which such coverage is required.  Such coverage shall be
          maintained until the Loan-to-Value Ratio of the related Mortgage Loan is
          reduced
          to 75% or less or otherwise as required by federal, state or local
          law.  The Seller will not cancel or refuse to renew any Primary
          Insurance Policy in effect on the Closing Date that is required to be kept
          in
          force under this Agreement unless a replacement Primary Insurance Policy
          for
          such cancelled or non- renewed policy is obtained from and maintained with
          an
          insurer acceptable to FNMA and FHLMC.  The Seller shall not take any
          action which would result in non-coverage under any applicable Primary
          Insurance
          Policy of any loss which, but for the actions of the Seller, would have
          been
          covered thereunder.  In connection with any assumption or substitution
          agreement entered into or to be entered into pursuant to 8.19, the Seller
          shall
          promptly notify the insurer under the related Primary Insurance Policy,
          if any,
          of such assumption or substi­tution of liability in accor­dance with the
          terms of such policy and shall take all actions which may be required by
          such
          insurer as a condition to the continuation of coverage under the Primary
          Insurance Policy.  If such Primary Insurance Policy is terminated as a
          result of such assumption or substitution of liability, the Seller shall
          obtain
          a replacement Primary Insurance Policy as provided above.

        


        In
          connection with its activities as servicer, the Seller agrees to prepare
          and
          present, on behalf of itself, and the Purchaser, claims to the insurer
          under any
          Primary Insurance Policy in a timely fashion in accordance with the terms
          of
          such policies and, in this regard, to take such action as shall be necessary
          to
          permit recovery under any Primary Insurance Policy respecting a


        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        


        defaulted
          Mortgage Loan.  Pursuant to 8.04, any amounts collected by the Seller
          under any Primary Insurance Policy shall be deposited in the Custodial
          Account,
          subject to withdrawal pursuant to 8.05.

        


        
          	
                   

                	
                  8.09

                	
                  Transfer
                    of Accounts.

                


        

        


        The
          Seller may transfer the Custodial Account or the Escrow Account to a different
          depository institution from time to time.  Such transfer shall be made
          only upon obtaining the con­sent of the Purchaser, which consent shall not
          be unreasonably withheld.  In any case, the Custodial Account and
          Escrow Account shall be Eligible Accounts.

        


        
          	
                   

                	
                  8.10

                	
                  Maintenance
                    of Hazard Insurance.

                


        

        


        The
          Seller shall cause to be maintained for each Mortgage Loan fire and hazard
          insurance with extended coverage as is customary in the area where the
          Mortgaged
          Property is located in an amount which is at least equal to the lesser
          of (i)
          the amount necessary to fully compensate for any damage or loss to the
          improvements which are a part of such property on a replace­ment cost basis
          or (ii) the outstanding princi­pal balance of the Mortgage Loan, in each
          case in an amount not less than such amount as is necessary to prevent
          the
          Mortgagor and/or the Mortgagee from becoming a co-insurer.  If the
          Mort­gaged Property is in an area identified on a Flood Hazard Boundary Map
          or Flood Insurance Rate Map issued by the Flood Emergency Management Agency
          as
          having special flood hazards and such flood insurance has been made available,
          the Seller will cause to be maintained a flood insurance policy meeting
          the
          requirements of the current guide­lines of the Federal Insurance
          Administration with a generally acceptable insurance carrier, in an amount
          representing coverage not less than the lesser of (i) the outstanding principal
          balance of the Mortgage Loan or (ii) the maximum amount of insurance which
          is
          available under the National Flood Insurance Act of 1968 or the Flood Disaster
          Protection Act of 1973, as amended.  The Seller also shall maintain on
          any REO Property, fire and hazard insurance with extended coverage in an
          amount
          which is at least equal to the lesser of (i) the maximum insurable value
          of the
          improvements which are a part of such property and (ii) the outstanding
          principal balance of the related Mortgage Loan at the time it became an
          REO
          Property plus accrued interest at the Mortgage Interest Rate and related
          Servicing Advances, liability insurance and, to the extent required and
          available under the National Flood Insurance Act of 1968 or the Flood Disaster
          Protection Act of 1973, as amended, flood insurance in an amount as provided
          above.  Pursuant to 8.04, any amounts collected by the Seller under
          any such policies other than amounts to be deposited in the Escrow Account
          and
          applied to the restoration or repair of the Mortgaged Property or REO
          Prop­erty, or released to the Mortgagor in accordance with the Sel­ler's
          normal servicing procedures, shall be deposited in the Custodial Account,
          subject to withdrawal pursuant to 8.05.  Any cost incurred by the
          Seller in maintaining any such insurance shall not, for the purpose of
          calculating distributions to the Purchaser, be added to the unpaid principal
          balance of the related Mortgage Loan, notwithstanding that the terms of
          such
          Mortgage Loan so permit.  It is understood and agreed that no
          earthquake or other additional insurance need be required by the Seller
          of the
          Mortgagor or maintained on property acquired in respect of the Mortgage Loan,
          other than pursuant to such appli­cable laws and regulations as shall at any
          time be in force and as shall require such additional insurance.  All
          such policies shall be endorsed with standard mortgagee clauses with loss
          payable to the Seller, or upon request to the Purchaser, and shall provide
          for
          at least thirty (30) days prior written notice of any cancellation, reduction
          in
          the


        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        


        amount
          of, or material change in, coverage to the Seller.  The Seller shall
          not interfere with the Mortgagor's freedom of choice in selecting either
          his
          insur­ance carrier or agent, provided, however, that the Seller shall not
          accept any such insur­ance policies from insurance companies unless such
          companies currently reflect a General Policy Rating of A:VI or better in
          Best's
          Key Rating Guide and are licensed to do business in the state wherein the
          property subject to the policy is located.

        


        
          	
                   

                	
                  8.11

                	
                  Maintenance
                    of Mortgage Impairment Insurance
                    Policy.

                


        

        


        In
          the
          event that the Seller shall obtain and main­tain a mortgage impairment or
          blanket policy issued by an issuer that has a Best rating of A:VI insuring
          against hazard losses on all of Mortgaged Properties securing the Mortgage
          Loans, then, to the extent such policy provides coverage in an amount equal
          to
          the amount required pursuant to 8.10 and otherwise complies with all other
          requirements of 8.10, the Seller shall conclusively be deemed to have satisfied
          its obligations as set forth in8.10, it being understood and agreed that
          such
          policy may contain a deductible clause, in which case the Seller shall,
          in the
          event that there shall not have been maintained on the related Mortgaged
          Property or REO Property a policy complying with 8.10, and there shall
          have been
          one or more losses which would have been covered by such policy, deposit
          in the
          Custodial Account the amount not otherwise payable under the blanket policy
          because of such deductible clause.  In connection with its activities
          as servicer of the Mortgage Loans, the Seller agrees to prepare and present,
          on
          behalf of the Pur­chaser, claims under any such blanket policy in a timely
          fashion in accordance with the terms of such policy.  Upon request of
          the Purchaser, the Seller 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.

        


        
          	
                   

                	
                  8.12

                	
                  Fidelity
                    Bond, Errors and Omissions
                    Insurance.

                


        

        


        The
          Seller shall maintain, at its own expense, a blanket fidelity bond and
          an errors
          and omissions insurance policy, with broad coverage with responsible companies
          that would meet the requirements of FNMA or FHLMC on all officers, employees
          or
          other persons acting in any capacity with regard to the Mortgage Loan to
          handle
          funds, money, documents and papers relating to the Mortgage Loan.  The
          fidelity bond and errors and omissions insurance shall be in the form of
          the
          Mort­gage Banker's Blanket Bond and shall protect and insure the Seller
          against losses, including forgery, theft, embezzlement, fraud, errors and
          omissions and negligent acts of such persons.  Such fidelity bond
          shall also protect and insure the Seller against losses in connection with
          the
          failure to maintain any insurance policies required pursuant to this Agreement
          and the release or satisfac­tion of a Mortgage Loan without having obtained
          payment in full of the indebtedness secured thereby.  No provision of
          this 8.12 requiring the fidelity bond and errors and omissions insurance
          shall
          diminish or relieve the Seller from its duties and obligations as set forth
          in
          this Agreement.  The minimum coverage under any such bond and
          insur­ance policy shall be at least equal to the corresponding amounts
          required by FNMA in the FNMA Servicing Guide or by FHLMC in the FHLMC Sellers'
          and Servicers' Guide.  Upon request of the Purchaser, the Seller shall
          cause to be delivered to the Purchaser a certified true copy of the fidelity
          bond and insurance policy and a statement from the surety and the insurer
          that
          such fidelity bond or insurance policy shall in no event be terminated
          or
          materially modified without thirty (30) days' prior written notice to the
          Purchaser.


        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        


        


        
          	
                   

                	
                  8.13

                	
                  Title,
                    Management and Disposition of REO
                    Property.

                


        

        


        In
          the
          event that title to the 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 person designated by the Purchaser, or in the event such person
          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 Seller from an attorney
          duly licensed to practice law in the state where the REO Property is
          located.  Any Person or Persons holding such title other than the
          Purchaser shall acknowledge in writing that such title is being held as
          nominee
          for the benefit of the Purchaser.

        


        The
          Seller shall either itself or through an agent selected by the Seller,
          manage,
          conserve, protect and operate each REO Property (and may temporarily rent
          the
          same) 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.  If a REMIC election is or is to be made with respect to the
          arrangement under which the Mortgage Loans and any REO property are held,
          the
          Seller shall manage, conserve, protect and operate each REO Property in
          a manner
          which does not cause such REO Property to fail to qualify as "foreclosure
          property" within the meaning of Section 860G(a)(8) of the Code or result
          in the
          receipt by such REMIC of any "income from non-permitted assets" within
          the
          meaning of Section 860F(a)(2)(B) of the Code or any "net income from foreclosure
          property" within the meaning of Section 860G(c)(2) of the Code.  The
          Seller shall cause each REO Property to be inspected promptly upon the
          acquisition of title thereto and shall cause each REO Property to be inspected
          at least monthly thereafter.  The Seller shall make or cause to be
          made a written report of each such inspection.  Such reports shall be
          retained in the Mortgage File and copies thereof shall be forwarded by
          the
          Seller to the Purchaser.  The Seller 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 the Seller determines, and gives appropriate notice to the
          Pur­chaser, that a longer period is necessary for the orderly liquidation of
          such REO Property.  If a period longer than one year is necessary to
          sell any REO property, (i) the Seller 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
          Seller as mortgagee, and a servicing agreement among the Seller and the
          Purchaser shall be entered into with respect to such purchase money
          mortgage.  Notwithstanding the foregoing, if a REMIC election is made
          with respect to the arrangement under which the Mortgage Loans and the
          REO
          Property are held, such REO Property shall be disposed of within two years
          or
          such other period as may be permitted under Section 860G(a)(8) of the
          Code.

        


        With
          respect to each REO Property, the Seller shall segregate and hold all funds
          collected and received in connection with the operation of the REO Property
          separate and apart from its own funds or general assets and shall establish
          and
          maintain a separate REO Account for each REO Property in the form of a
          non-interest bearing demand account, unless an Opinion of Counsel is obtained
          by
          the Seller to the effect that the classification as a grantor trust or
          REMIC


        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        


        for
          federal income tax purposes of the arrangement under which the Mortgage
          Loans
          and the REO Property is held will not be adversely affected by holding
          such
          funds in another manner. Each REO Account shall be established with the
          Seller
          or, with the prior consent of the Purchaser, with a commercial bank, a
          mutual
          savings bank or a savings association.

        


        The
          Seller shall deposit or cause to be deposited, on a daily basis in each
          REO
          Account all revenues received with respect to the related REO Property
          and shall
          withdraw therefrom funds necessary for the proper operation, management
          and
          mainten­ance of the REO Property, including the cost of maintaining any
          hazard insurance pursuant to 8.10 hereof and the fees of any managing agent
          acting on behalf of the Seller.  The Seller shall not be entitled to
          retain interest paid or other earnings, if any, on funds deposited in such
          REO
          Account.  On or before each Determination Date, the Seller shall
          withdraw from each REO Account and deposit into the Custodial Account the
          net
          income from the REO Property on deposit in the REO Account.

        


        The
          Seller shall furnish to the Purchaser on each Distribution Date, an operating
          statement for each REO Prop­erty covering the operation of each REO Property
          for the previous month.  Such operating statement shall be accompanied
          by such other information as the Purchaser shall reasonably
          request.

        


        Each
          REO
          Disposition shall be carried out by the Seller at such price and upon such
          terms
          and conditions as the Seller deems to be in the best interest of the Purchaser
          only with the prior written consent of the Purchaser.  If as of the
          date title to any REO Property was acquired by the Seller there were outstanding
          unreimbursed Servicing Advances with respect to the REO Property, the Seller,
          upon an REO Disposition of such REO Property, shall be entitled to
          reimburse­ment for any related unreimbursed Servicing Advances from
          pro­ceeds received in connection with such REO Disposition.  The
          proceeds from the REO Disposition, net of any payment to the Seller as
          provided
          above, shall be deposited in the REO Account and shall be transferred to
          the
          Custodial Account on the Deter­mination Date in the month following receipt
          thereof for distri­bution on the succeeding Distribution Date. At
          Purchaser’s sole discretion, Purchaser may notify Seller to transfer servicing
          on any REO Property to Purchaser or its designee. In the event of such
          transfer,
          Seller obligations to service such REO Property shall terminate upon such
          transfer.

        


            8.14               
          Notification of Adjustments.

        


        On
          each
          Adjustment Date, the Seller shall make interest rate adjustments for each
          Mortgage Loan in compliance with the requirements of the related Mortgage
          and
          Mortgage Note. The Seller shall execute and deliver the notices required
          by each
          Mortgage and Mortgage Note regarding interest rate adjustments. The Seller
          also
          shall provide timely notification to the Purchaser of all applicable data
          and
          information regarding such interest rate adjustments and the Seller's methods
          of
          implementing such interest rate adjustments. Upon the discovery by the
          Seller or
          the Purchaser that the Seller has failed to adjust a Mortgage Interest
          Rate or a
          Monthly Payment pursuant to the terms of the related Mortgage Note and
          Mortgage,
          the Seller shall immediately deposit in the Custodial Account from its
          own funds
          the amount of any interest loss caused thereby without reimbursement
          therefor.


        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        


        


        
          	
                   

                	
                  8.15

                	
                  Distributions.

                


        

        


         On
          each Distribution Date,
          Seller shall remit by wire transfer of immediately available funds to the
          account designated in writing by Purchaser (a) all amounts deposited in
          the
          Custodial Account as of the close of business on the preceding Determination
          Date (net of all amounts withdrawable therefrom pursuant to 8.05), plus
          (b) all
          P&I Advances, if any, which Seller is obligated to distribute, minus (c)
          any
          amounts attributable to Monthly Payments collected but due on a Due Date
          or
          Dates subsequent to the related Due Period, minus (d) any amounts attributable
          to principal prepayments received after the last day of the calendar month
          preceding the month of the Distribution Date, which amounts shall be remitted
          on
          the following Distribution Date, together with interest up to the Mortgage
          Interest Rate but not more than the aggregate Servicing Fee in connection
          with
          such principal prepayments minus (e) any amounts attributable to reimbursement
          for unreimbursed Servicing Advances, advance of Seller funds, and unpaid
          Servicing Fees, and minus (f) any amounts attributable to reimbursement
          for
          subsequent trailing bills related to a previously disposed of REO Property
          in
          which distribution of net cash proceeds has occurred.

        


        To
          the extent that the amount of a
          remittance or distribution to Purchaser made hereunder is in greater than
          the
          amount thereof properly to be remitted pursuant to the terms of this Agreement,
          Seller will give prompt written notice thereof to Purchaser after Seller's
          discovery thereof, including the amount of such remittance or distribution
          that
          was paid in error. If, by the Distribution Date immediately following such
          notice, Purchaser has not reimbursed the Custodial Account or Seller, as
          applicable, for the amount of such erroneous remittance or distribution
          (without
          any liability on the part of Purchaser for interest thereon), Seller shall
          be
          entitled to withhold such amount from the remittance to be made on such
          Distribution Date.

        


        With
          respect to any remittance received by the Pur­chaser on or after the second
          Business Day following the Business Day on which such payment was due,
          the
          Seller shall pay to the Purchaser interest on any such late payment at
          an annual
          rate equal to the rate of interest as is publicly announced from time to
          time at
          its principal office by Citibank, N.A., New York, New York, as its prime
          lending
          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 paid by the Seller to the Purchaser on
          the date such late payment is made and shall cover the period com­mencing
          with the day following such second Business Day and ending with the Business
          Day
          on which such payment is made, both inclusive.  Such interest shall be
          remitted along with such late payment.  The payment by the Seller of
          any such interest shall not be deemed an extension of time for payment
          or a
          waiver of any Event of Default by the Seller.

        


        
          	
                   

                	
                  8.16

                	
                  Statements
                    to the Purchaser.

                


        

        


        Not
          later
          than each Distribution Date, the Seller will furnish to the Purchaser a
          Monthly
          Remittance Advice in the form shown in Exhibit 8-1 hereto, as to the preceding
          remit­tance and the period ending on the preceding Determination Date which
          shall include period-end loan level and summary trial balance of unpaid
          principal balances and weighted average interest rates.


        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        


        Not
          later than each Distribution Date,
          the Seller will furnish to the Purchaser a monthly delinquency report as
          to the
          preceding remittance and the period ending on the preceding Determination
          Date.
          This report will show delinquency by aging category.

        


        In
          addition, not more than sixty (60) days after the end of each calendar
          year, the
          Seller shall furnish to each Person who was the Purchaser at any time during
          such calendar year, (i) as to the aggregate of remittances for the applicable
          portion of such year, an annual statement in accordance with the
          require­ments of applicable federal income tax law, and (ii) listing of the
          prin­cipal bal­ances of the Mortgage Loans outstanding at the end of
          such calendar year.

        


        The
          Seller shall prepare and file any and all tax returns, information statements
          or
          other filings required to be delivered to any governmental taxing authority
          or
          to any Pur­chaser pursuant to any applicable law with respect to the
          Mort­gage Loans and the transactions contemplated hereby.  In
          addi­tion, the Seller shall provide the Purchaser with such informa­tion
          concerning the Mortgage Loans as is necessary for the Purchaser to prepare
          its
          federal income tax return as any Pur­chaser may reasonably request from time
          to time.

        


        
          	
                   

                	
                  8.17

                	
                  Real
                    Estate Owned Reports.

                


        

        


        Together
          with the statement furnished pursuant to 8.16, with respect to any REO
          Property,
          the Seller shall furnish to the Purchaser a statement covering the Seller'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,
          together with the operating state­ment.  Such statement shall be
          accompanied by such other informa­tion as the Purchaser shall reasonably
          request.

        


        
          	
                   

                	
                  8.18

                	
                  Liquidation
                    Reports.

                


        

        


        Upon
          the
          foreclosure sale of any Mortgaged Property or the acquisition thereof by
          the
          Purchaser pursuant to a deed-in­lieu of foreclosure, the Seller shall submit
          to the Purchaser a liquidation report with respect to such Mort­gaged
          Property.

        


        
          	
                   

                	
                  8.19

                	
                  Assumption
                    Agreements.

                


        

        


        The
          Seller shall, to the extent it has knowledge of any conveyance or prospective
          conveyance by any Mortgagor of the Mortgaged Property (whether by absolute
          conveyance or by contract of sale, and whether or not the Mortgagor remains
          or
          is to remain liable under the Mortgage Note and/or the Mortgage), exercise
          its
          rights to accelerate the maturity of such Mortgage Loan under any "due-on-sale"
          clause applicable thereto; provided, however, that the Seller shall not
          exercise
          any 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
          Primary
          Insurance Policy, if any.  If the Seller reasonably believes it is
          unable under applicable law to enforce such "due-on-sale" clause, the Seller
          shall enter into an assumption agreement with the person to whom the Mortgaged
          Property has been conveyed or is proposed to be conveyed, pursuant to which
          such
          person becomes liable under the Mortgage Note and, to the extent permitted
          by
          applicable state law, the Mortgagor remains liable thereon.  Where an
          assumption is allowed pursuant to this 8.01, the Seller, with the prior
          written
          consent of the insurer under the Primary Insurance Policy, if any, is authorized
          to enter into a substitution of liability agreement with the


        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        


        person
          to
          whom the Mortgaged Prop­erty has been conveyed or is proposed to be conveyed
          pursuant to which the original Mortgagor is released from liability and
          such
          Person is substituted as Mortgagor and becomes liable under the related
          Mortgage
          Note.  Any such substitution of liability agreement shall be in lieu
          of an assumption agreement.

        


        In
          connection with any such assumption or substitution of liability, the Seller
          shall follow the underwriting practices and procedures of prudent mortgage
          lenders in the state in which the related Mortgaged Property is
          located.  With respect to an assumption or substitution of liability,
          Mortgage Interest Rate, the amount of the Monthly Payment, and the final
          maturity date of such Mortgage Note may not be changed.  The Seller
          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.  Any fee
          collected by the Seller for entering into an assumption or substitution
          of
          liability agreement in excess of 1% of the outstanding principal balance
          of the
          Mortgage Loan shall be deposited in the Custodial Account pursuant to
          8.04.

        


        Notwithstanding
          the foregoing paragraphs of this Section or any other provision of this
          Agreement, the Seller shall not be deemed to be in default, breach or any
          other
          viola­tion of its obligations hereunder by reason of any assumption of a
          Mortgage Loan by operation of law or any assumption which the Seller may
          be
          restricted by law from preventing, for any reason whatsoever.  For
          purposes of this 8.19, the term "assump­tion" is deemed to also include a
          sale of the Mortgaged Property subject to the Mortgage that is not accompanied
          by an assumption or substitution of liability agreement.

        


        
          	
                   

                	
                  8.20

                	
                  Satisfaction
                    of Mortgages and Release of Mortgage
                    Files.

                


        

        


        Upon
          the
          payment in full of any Mortgage Loan, or the receipt by the Seller of a
          notification that payment in full will be escrowed in a manner customary
          for
          such purposes, the Seller will immediately notify the Purchaser by a
          certification of a Servicing Officer, which certification shall include
          a
          statement to the effect that all amounts received or to be received in
          connection with such payment which are required to be deposited in the
          Custodial
          Account pursuant to 8.04 have been or will be so depos­ited, and shall
          request execution of any document necessary to satisfy the Mortgage Loan
          and
          delivery to it of the portion of the Mortgage File held by the Purchaser
          or the
          Purchaser's Designee.  Upon receipt of such certification and request,
          the Purchaser, shall promptly release the related mortgage documents to
          the
          Seller and the Seller shall prepare and process any satisfaction or
          release.  No expense incurred in connection with any instrument of
          satisfaction or deed of recon­veyance shall be chargeable to the Custodial
          Account or the Purchaser.

        


        In
          the
          event the Seller satisfies or releases a Mort­gage without having obtained
          payment in full of the indebtedness secured by the Mortgage or should it
          otherwise prejudice any right the Purchaser may have under the mortgage
          instru­ments, the Seller, upon written demand, shall repurchasethe Mortgage
          Loan in accordance with Subsection 7.03 hereof.. The Seller shall maintain
          the
          fidelity bond insuring the Seller against any loss it may sustain with
          respect
          to any Mortgage Loan not satisfied in accordance with the procedures set
          forth
          herein.


        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        


        


        From
          time
          to time and as appropriate for the service or foreclosure of the Mortgage
          Loan,
          including for this purpose collection under any Primary Insurance Policy,
          the
          Purchaser shall, upon request of the Seller and delivery to the Purchaser
          of a
          servicing receipt signed by a Servicing Officer, release the requested
          portion
          of the Mortgage File held by the Purchaser to the Sel­ler.  Such
          servicing receipt shall obligate the Seller to return the related Mortgage
          documents to the Purchaser when the need therefor by the Seller no longer
          exists, unless the Mort­gage Loan has been liquidated and the Liquidation
          Proceeds relating to the Mortgage Loan have been deposited in the Custo­dial
          Account or the Mortgage File or such document has been delivered to an
          attorney,
          or to a public trustee or other public official as required by law, for
          purposes
          of initiating or pursuing legal action or other proceedings for the foreclosure
          of the Mortgaged Property either judicially or non-judicially, and the
          Seller
          has delivered to the Purchaser a certificate of a Servicing Officer certifying
          as to the name and address of the Person to which such Mortgage File or
          such
          document was delivered and the purpose or purposes of such
          delivery.  Upon receipt of a certificate of a Servicing Officer
          stating that such Mortgage Loan was liquidated, the servicing receipt shall
          be
          released by the Purchaser to the Seller.

        


        
          	
                   

                	
                  8.21

                	
                  Whole
                    Loan Transfer

                


        

        


        With
          respect to some or all of the Mortgage Loans, the Purchaser, at its sole
          option,
          upon 30 days’ prior written notice to Seller may effect one or more whole loan
          transfers with respect to Mortgage Loans purchased on any Closing Date,
          retaining the Seller as the servicer.

        


        
          	
                   

                	
                  8.22

                	
                  FNMA
                    Securitization

                


        

        


        With
          respect to some or all of the Mortgage Loans, the Purchaser may, by giving
          thirty (30) days’ prior written notice thereof to Seller, effect one or more
          securitizations through FNMA. A securitization through FNMA may be effected
          by
          the sale by the Purchaser to Fannie Mae of such Mortgage Loans retaining
          the
          Servicer as the servicer. Upon receipt of
          such
          notice, the Seller shall reasonably cooperate with the Purchaser and FNMA
          to
          effect the requested securitization. Sellers shall deliver to FNMA, on
          behalf of
          the Purchaser, data regarding one or more pools of Mortgage Loans for
          securitization into mortgage-backed securities (“MBS”), provided that each such
          pool shall consist of Mortgage Loans identified by the Purchaser meeting
          the
          requirements of FNMA. Promptly after any MBS has been structured with FNMA,
          the
          Purchaser shall inform Seller of the terms of the MBS.  The method of
          delivery of such Mortgage Loans to FNMA on behalf of the Purchaser shall
          comply
          with FNMA's requirements.  All customary fees (including but not
          limited to any guaranty fees) associated with the securitization shall
          be borne
          by Seller. Seller will instruct FNMA to deliver the related MBS directly
          to
          Purchaser, provided the Purchaser provides such Seller with applicable
          wiring
          instructions.

        


        In
          connection with any securitization, Seller shall provide Purchaser with
          any and
          all information and appropriate verification of information regarding the
          Mortgage Loans being securitized that is in Seller’s possession or control and
          is reasonably necessary in order to effect such securitization.  In
          addition, in connection with each securitization permitted hereunder, upon
          the
          request of the Purchaser, Seller shall provide an officer’s certificate to the
          effect that the representations and warranties made by such Seller in Section
          7.01 are true and correct as of the date of such certificate.  The
          information required to be supplied by a Seller will be that which
          is


        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        


        customary
          for the issuance of MBS by FNMA. Seller agrees to cooperate with the Purchaser
          and promptly supply any information which the Purchaser determines is required
          to be disclosed. Purchaser shall provide Seller with all drafts of the
          applicable information when produced and shall revise the information in
          accordance with such Seller’s reasonable comments to correct any information
          therein at the Purchaser’s cost. Seller (i) will indemnify and hold harmless the
          transferee under any permitted securitization, the Purchaser and each Person,
          if
          any, who controls such transferee, if any, or the Purchaser within the
          meaning
          of the Securities Act of 1933, as amended (an “Indemnified Party”),
          against any losses, claims, damages or liabilities to which such Indemnified
          Party may become subject, under the Securities Act of 1933, as amended,
          or
          otherwise, insofar as such losses, claims, damages or liabilities (or actions
          in
          respect thereof) arise out of or are based upon any untrue statement of
          any
          material fact contained in Seller’s information included in the prospectus
          supplement prepared in connection with any permitted securitization
          (collectively, the “Disclosure Documents”) and (ii) will reimburse each
          Indemnified Party for any legal or other expenses reasonably incurred by
          such
          Indemnified Party in connection with investigating or defending any such
          loss,
          claim, damage, liability or action. Seller agrees to execute an indemnification
          agreement in connection with any securitization containing the foregoing
          indemnity.

        


        
          	
                   

                	
                  8.23

                	
                  Compliance
                    with Regulation AB.

                


        

        


        Seller,
          upon request from Purchaser, shall provide the information to Purchaser
          listed
          on Exhibit 10.


        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        


        SCHEDULE
          I

        


        MORTGAGE
          LOAN SCHEDULE


        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        


        


        REMITTANCE
          REPORT 8-1

        


        The
          Remittance Report shall contain the following information:

        


        Mortgage
          Loan Number

        LPI
          Date

        Scheduled
          P&I

        Scheduled
          Mortgage Interest Rate

        Scheduled
          S/F Rate

        Unpaid
          Principal Balance

        Ending
          Scheduled Balance

        Scheduled
          Principal

        Unscheduled
          Principal

        Scheduled
          Interest

        



        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        


        


        EXHIBIT
          9

        


        FORM
          OF COMMITMENT LETTER

        


        


        


        


        


        [name]

        [address]

        


        


        RE:                  Commitment
          Letter Outlining Terms of Purchase of $_______ of _____________

        


        


        Dear
          [name]:

        


        _______
          (a “Seller” and “Servicer”) hereby agree to sell, and CitiMortgage, Inc.
          (“Purchaser”) hereby agrees to purchase, the _____ mortgage loans described on
          Exhibit A hereto (the “Mortgage Loans”) In accordance with the Mortgage Loan
          Purchase and Servicing Agreement dated ____, 2007 (the “Agreement”) by and
          between Seller and Purchaser. The Mortgage Loans will be sold on a whole
          loan
          basis servicing retained by the Seller. The purchase and sale of the Mortgage
          Loans shall be subject to the terms and conditions set forth in this letter
          (the
“Commitment Letter”).

        


        Amount
          of

        
          	
                  Mortgage
                    Loans:

                	
                  The
                    aggregate principal balance of the Mortgage Loans, as of the
                    Cut-off Date,
                    will be $________

                


        

        


        
          	
                  Balance
                    by Product Type:

                	
                  The
                    aggregate principal balance of the Mortgage Loans, as of the
                    Cut-Off Date,
                    will be $____ for (product type), $____ for (product type) and
                    $__ for
                    product type.

                


        

        


        
          	
                  Purchase
                    Price

                	
                  The
                    Purchase Price for each Mortgage Loan listed on the Exhibit A
                    the Purchase
                    Price Percentage multiplied by the unpaid principal balance as
                    of the
                    Cut-off Date.

                


        

        
          	
                   

                	
                  Interest
                    on Purchase

                


        

        
          	
                   

                	
                  Price:

                


        

        


        
          	
                  Purchase
                    Price Percentage:

                	
                  ______%

                


        

        


        
          	
                  Buyup/Buydown
                    Factor:

                	
                  _______

                


        

        


        
          	
                  Payment
                    of Purchase Price:

                	
                  The
                    Purchase Price shall be paid to the Seller in immediately available
                    Federal Funds by Wire Transfer on the Closing Date by 3:00 p.m.
                    EDT.

                


        


        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        


        


        Initial
          Weighted Average

        Mortgage
          Loan
          Rate:                                            The
          initial weighted average Mortgage Loan rate will be $___-

         

        


        
          	
                  Closing
                    Date:

                	
                  The
                    date on which the Mortgage Loans will be sold by the Seller to
                    the
                    Purchaser which shall be _____________ or such other date as
                    mutually
                    agreed upon by the Seller and the
                    Purchaser.

                


        

        


        Paid-To
          Date:                                           ________________

        


        Cut-off
          Date:                                           ________
          or such other date as mutually agreed upon by the Seller
          and the Purchaser.

        


        
          	
                  Servicing
                    Fee:

                	
                  _____.

                


        

        


        
          	
                  Mortgage
                    Loans:

                	
                  Each
                    Mortgage Loan is secured by a first lien on a residential 1-4
                    family
                    property located in ____.

                   

                


        

        
          	
                   

                	
                  Due
                    Diligence Review of

                


        

        
          	
                  Mortgage
                    Loans:

                	
                  Purchaser
                    shall have the right to conduct an underwriting review of mortgage
                    files
                    relating to the Mortgage Loans to ensure conformity with the
                    Agreement (as
                    defined below).  Such review (or waiver of review if Purchaser
                    so chooses) shall not affect the Seller’s representations and warranties
                    regarding the Mortgage Loans in the
                    Agreement.

                


        

        


        
          	
                  Underwriting:

                	
                  Each
                    Mortgage Loan was underwritten in accordance with underwriting
                    standards
                    which are acceptable to FNMA, FHLMC and GNMA, as applicable,
                    in accordance
                    with Seller’s guidelines in effect at the time the Mortgage Loan was
                    originated. The Mortgage Loan is saleable to FNMA, FHLMC and
                    GNMA, as
                    applicable, on a non-recourse basis. The Mortgage Note and Mortgage
                    are on
                    forms acceptable to FNMA and FHLMC.

                


        

        


        
          	
                  Delinquencies:

                	
                  All
                    Mortgage Loans are current and no Mortgage Loan has been more
                    than 30 days
                    delinquent in the last twelve months as of the Closing
                    Date.

                


        

        


        
          	
                  Cooperation:

                	
                  Purchaser
                    and Seller shall each cooperate with the other and each shall
                    use their
                    best efforts to meet targeted deadlines for a timetable established
                    by
                    Seller in connection with the sale of the Mortgage
                    Loans.

                


        

        


        
          	
                  
                    Additional
                      Purchase

                  

                	
                


        

        
          	
                  
                    Stipulations:

                  

                	
                   

                


        

        



        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        


        
          	
                   

                	
                  Please
                    acknowledge your agreement and acceptance of this Commitment
                    Letter on or
                    before _______ by signing and faxing the executed document to
                    the
                    attention of:

                


        

        


        {Name}

        {Address}

        {Fax
          Number}

        


        


        
          	
                  Very
                    truly yours,

                   

                   

                  {Name}

                   

                   

                   

                	 	
                  This
                    Commitment Letter is hereby Agreed to and Accepted on __________,
                    2007:

                   

                  CitiMortgage,
                    Inc.

                   

                
	
                   

                  Name:

                   

                  Title:

                	
                   

                  Name:
                    Kent Slough

                
	 	 	
                  Title:  Vice
                    President

                
	
                


        

        


        


        


        



        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        


        


        


        EXHIBIT
          A

        


        Mortgage
          Loans

        


        The
          Mortgage Loan listing shall be grouped by product and
          include the loan number, current unpaid principal balance, the current
          note rate
          and the purchase price. The listing shall total by product and in the
          aggregate.

        



        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        


        


        


        EXHIBIT
          10

        


        Regulation
          AB Requirements

        


        DEFINED
          TERMS

        


        Commission:  The
          United States Securities and Exchange Commission.

        


        Seller
          Information:  As defined in this Exhibit.

        


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

        


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

        


        Qualified
          Correspondent:  Any Person from which the Seller purchased
          Mortgage Loans, provided that the following conditions are
          satisfied:  (i) such Mortgage Loans were originated pursuant to an
          agreement between the Seller and such Person that contemplated that such
          Person
          would underwrite mortgage loans from time to time, for sale to the Seller,
          in
          accordance with underwriting guidelines designated by the Seller (“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 Seller within 180 days after
          origination; (iii) either (x) the Designated Guidelines were, at the time
          such
          Mortgage Loans were originated, used by the Seller in origination of mortgage
          loans of the same type as the Mortgage Loans for the Seller’s own account or (y)
          the Designated Guidelines were, at the time such Mortgage Loans were
          underwritten, designated by the Seller on a consistent basis for use by
          lenders
          in originating mortgage loans to be purchased by the Seller; and (iv) the
          Seller
          employed, at the time such Mortgage Loans were acquired by the Seller,
          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 Seller.

        


        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.

        


        Securities
          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
          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.

        


        Servicer:  As
          defined in this Exhibit.

        


        Servicing
          Criteria:  The “servicing criteria” set forth in Item 1122(d)
          of Regulation AB, as such may be amended from time to time.

        


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

        


        Subcontractor:  Any
          vendor, subcontractor or other Person that is not responsible for the overall
          servicing (as “servicing” is commonly understood by participants in the
          mortgage-backed securities market) of Mortgage Loans but performs one or
          more
          discrete functions identified in Item 1122(d) of Regulation AB with respect
          to
          Mortgage Loans under the direction or authority of the Seller or a
          Subservicer.

        


        Subservicer:  Any
          Person that services Mortgage Loans on behalf of the Seller or any Subservicer
          and is responsible for the performance (whether directly or through Subservicers
          or Subcontractors) of a substantial portion of the material servicing functions
          required to be performed by the Seller under this Agreement or any
          Reconstitution Agreement that are identified in Item 1122(d) of Regulation
          AB.

        


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

        


        Whole
          Loan Transfer:  Any sale or transfer of some or all of the
          Mortgage Loans, other than a Securitization Transaction.


        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        


        


        Section
          1.01.  Intent of the Parties;
          Reasonableness.

        


        The
          Purchaser and the Seller
          acknowledge and agree that the purpose of this Exhibit to 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 Seller 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 Seller 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 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 Seller shall cooperate fully with
          the
          Purchaser to deliver to the Purchaser (including any of its assignees or
          designees) and any Depositor, any and all statements, reports, certifications,
          records and any other information necessary in the good faith determination
          of
          the Purchaser or any Depositor to permit the Purchaser or such Depositor
          to
          comply with the provisions of Regulation AB, together with such disclosures
          relating to the Seller, any Subservicer, any Third-Party Originator and
          the
          Mortgage Loans, or the servicing of 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
          Seller 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
          1.02.  Additional Representations and Warranties of the
          Seller.

        


        (a)           The
          Seller shall be deemed to represent to the Purchaser and to any Depositor, as of
          the date on which information is first provided to the Purchaser or any
          Depositor under Section 1.03 that, except as disclosed in writing to the
          Purchaser or such Depositor prior to such date: (i) the Seller 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 Seller; (ii) the Seller 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
          Seller as servicer has been disclosed or reported by the Seller; (iv) no
          material changes to the Seller’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 Seller’s financial
          condition that could have a material adverse effect on the performance
          by the
          Seller 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 Seller, any Subservicer or any
          Third-Party Originator; and (vii) there are no affiliations, relationships
          or
          transactions relating to the Seller, any Subservicer or any Third-Party
          Originator with respect to any Securitization Transaction and any party
          thereto
          identified by the related Depositor of a type described in Item 1119 of
          Regulation AB.

        


        (b)           If
          so requested by the Purchaser or any Depositor on any date following the
          date on
          which information is first provided to the Purchaser or any Depositor under
          Section 1.03, the Seller shall, within five Business Days following such
          request, confirm in writing the accuracy of the representations and warranties
          set forth in paragraph (a) 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
          1.03.  Information to Be Provided by the
          Seller.

        


        In
          connection with any Securitization Transaction the Seller shall (i) within
          five
          Business Days following request by the Purchaser or any Depositor, provide
          to
          the Purchaser and 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) and (f)
          of this
          Section, and (ii) as promptly as practicable following notice to or discovery
          by
          the Seller, 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 Seller shall provide
          such
          information regarding (i) the Seller, 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:

        


        (A)           the
          originator’s form of organization;


        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        


        (B)           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;

        


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

        


        (D)           a
          description of any affiliation or relationship between the Seller, each
          Third-Party Originator, each Subservicer and any of the following parties
          to a
          Securitization Transaction, as such parties are identified to the Seller
          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.

        


        (b)           If
          so requested by the Purchaser or any Depositor, the Seller shall provide
          (or, as
          applicable, cause each Third-Party Originator to provide) 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)
          originated by (i) the Seller, if the Seller 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 Seller (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 Seller (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 Seller, 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 135 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 Seller 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
          Seller.

        


        If
          so
          requested by the Purchaser or any Depositor, the Seller 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 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, 2007
          or, in the case of Static Pool Information with respect to the Seller’s or
          Third-Party Originator’s originations or purchases, to calendar months
          commencing January 1, 2007, 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 Seller shall provide
          such
          information regarding the Seller, as servicer of the Mortgage Loans, and
          each
          Subservicer (each of the Seller and each Subservicer, for purposes of this
          paragraph, a “Servicer”), as is requested for the purpose of compliance with
          Item 1108 of Regulation AB.  Such information shall include, at a
          minimum:

        


        (A)           the
          Servicer’s form of organization;

         

        (B)           a
          description of how long the Servicer has been servicing residential mortgage
          loans; a general discussion of the Servicer’s experience in servicing assets of
          any type as well as a more detailed discussion of the 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 Servicer’s portfolio of residential mortgage loans of a type
          similar to the Mortgage Loans and information on factors related to the
          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 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 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 Servicer as a servicer during the three-year period
          immediately preceding the related Securitization Transaction;

        (4)           whether
          the 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; 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;

         

        (C)           a
          description of any material changes during the three-year period immediately
          preceding the related Securitization Transaction to the 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;

         

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

         

        (E)           information
          regarding advances made by the Servicer on the Mortgage Loans and the 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 Servicer to the
          effect
          that the 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;

         

        (F)           a
          description of the 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;

        


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

        


        (H)           information
          as to how the Servicer defines or determines delinquencies and charge-offs,
          including the effect of any grace period, re-aging, restructuring,
          partial


        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        


        payments
          considered current or other practices with respect to delinquency and loss
          experience.

        


        (d)           If
          so requested by the Purchaser or any Depositor for the purpose of satisfying
          its
          reporting obligation under the Exchange Act with respect to any class of
          asset-backed securities, the Seller shall (or shall cause each Subservicer
          and
          Third-Party Originator to) (i) notify the Purchaser and any Depositor in writing
          of (A) any material litigation or governmental proceedings pending against
          the
          Seller, any Subservicer or any Third-Party Originator and (B) any affiliations
          or relationships that develop following the closing date of a Securitization
          Transaction between the Seller, any Subservicer or any Third-Party Originator
          and any of the parties specified in clause (D) of paragraph (a) of this
          Section
          (and any other parties identified in writing by the requesting party) with
          respect to such Securitization Transaction, and (ii) provide to the Purchaser
          and any Depositor a description of such proceedings, affiliations or
          relationships.

        


        (e)           As
          a condition to the succession to the Seller or any Subservicer as servicer
          or
          subservicer under this Agreement or any Reconstitution Agreement by any
          Person
          (i) into which the Seller or such Subservicer may be merged or consolidated,
          or
          (ii) which may be appointed as a successor to the Seller or any Subservicer,
          the
          Seller shall provide to the Purchaser and any Depositor, at least [15]
          calendar
          days prior to the effective date of such succession or appointment, (x)
          written
          notice to the Purchaser and any Depositor of such succession or appointment
          and
          (y) in writing and in form and substance reasonably satisfactory to the
          Purchaser and such Depositor, all information reasonably requested by the
          Purchaser or any Depositor in order to comply with its reporting obligation
          under Item 6.02 of Form 8-K with respect to any class of asset-backed
          securities.

        


        (f)           In
          addition to such information as the Seller, as servicer, is obligated to
          provide
          pursuant to other provisions of this Agreement, if so requested by the
          Purchaser
          or any Depositor, the Seller shall provide such information regarding the
          performance or servicing of the Mortgage Loans as is reasonably required
          to
          facilitate preparation of distribution reports in accordance with Item
          1121 of
          Regulation AB.  Such information shall be provided concurrently with
          the monthly reports otherwise required to be delivered by the servicer
          under
          this Agreement, commencing with the first such report due not less than
          ten
          Business Days following such request.

        


        Section
          1.04.  Servicer Compliance Statement.

        


        On
          or
          before March 1 of each calendar year, commencing in 2007, the Seller shall
          deliver to the Purchaser and any Depositor a statement of compliance addressed
          to the Purchaser and such Depositor and signed by an authorized officer
          of the
          Seller, to the effect that (i) a review of the Seller’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 Seller has
          fulfilled all of its obligations under this 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
          1.05.  Report on Assessment of Compliance and
          Attestation.

        


        (a)           On
          or before March 1 of each calendar year, commencing in 2007, the Seller
          shall:

        


        (i)           deliver
          to the Purchaser and any Depositor a report (in form and substance reasonably
          satisfactory to the Purchaser and such Depositor) regarding the Seller’s
          assessment of compliance with the Servicing Criteria during the immediately
          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 and such Depositor and signed by an authorized
          officer of the Seller, and shall address each of the Servicing Criteria
          specified on a certification substantially in the form of Attachment 2
          hereto
          delivered to the Purchaser concurrently with the execution of this
          Agreement;

        


        (ii)           deliver
          to the Purchaser and any Depositor a report of a registered public accounting
          firm reasonably acceptable to the Purchaser and such Depositor that attests
          to,
          and reports on, the assessment of compliance made by the Seller 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 Seller pursuant
          to
          Section 1.06(b) to be “participating in the servicing function” within the
          meaning of Item 1122 of Regulation AB, to deliver to the Purchaser 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 or any Depositor not later than February 1 of
          the
          calendar year in which such certification is to be delivered, deliver to
          the
          Purchaser, any Depositor 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 in the form attached hereto
          as
          Attachment 1.

        


        The
          Seller acknowledges that the parties identified in clause (a)(iv) above
          may rely
          on the certification provided by the Seller 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
          1.05(a)(i) shall address each of the Servicing Criteria specified on a
          certification substantially in the form of Attachment 2 hereto delivered
          to the
          Purchaser concurrently


        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        


        with
          the
          execution of this Agreement or, in the case of a Subservicer subsequently
          appointed as such, on or prior to the date of such appointment.  An
          assessment of compliance provided by a Subcontractor pursuant to Section
          1.05(a)(iii) need not address any elements of the Servicing Criteria other
          than
          those specified by the Seller pursuant to Section 1.06.

        


        Section
          1.06.  Use of Subservicers and
          Subcontractors.

        


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

        


        (a)           It
          shall not be necessary for the Seller to seek the consent of the Purchaser
          or
          any Depositor to the utilization of any Subservicer.  The Seller shall
          cause any Subservicer used by the Seller (or by any Subservicer) for the
          benefit
          of the Purchaser and any Depositor to comply with the provisions of this
          Section
          and with Sections 1.02, 1.03(c) and (e), 1.04, 1.05 and 1.07 of this Agreement
          to the same extent as if such Subservicer were the Seller, and to provide
          the
          information required with respect to such Subservicer under Section 1.03(d)
          of
          this Agreement.  The Seller 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
          1.04, any assessment of compliance and attestation required to be delivered
          by
          such Subservicer under Section 1.05 and any certification required to be
          delivered to the Person that will be responsible for signing the Sarbanes
          Certification  under Section 1.05 as and when required to be
          delivered.

        


        (b)           It
          shall not be necessary for the Seller to seek the consent of the Purchaser
          or
          any Depositor to the utilization of any Subcontractor.  The Seller
          shall promptly upon request provide to the Purchaser and any Depositor
          (or any
          designee of the Depositor, such as a master servicer or administrator)
          a written
          description (in form and substance satisfactory to the Purchaser and such
          Depositor) of the role and function of each Subcontractor utilized by the
          Seller
          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 Seller shall cause any such Subcontractor used by the
          Seller
          (or by any Subservicer) for the benefit of the Purchaser and any Depositor
          to
          comply with the provisions of Sections 1.05 and 1.07 of this Agreement
          to the
          same extent as if such Subcontractor were the Seller.


        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        


        The
          Seller shall be responsible for obtaining from each Subcontractor and delivering
          to the Purchaser and any Depositor any assessment of compliance and attestation
          required to be delivered by such Subcontractor under Section 1.05, in each
          case
          as and when required to be delivered.

        


        Section
          1.07.  Indemnification; Remedies.

        


        (a)           The
          Seller 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 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 and agents of each of
          the
          foregoing and of the Depositor, and shall hold each of them harmless from
          and
          against any 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, accountants’ letter or other material
          provided in written or electronic form under this Exhibit by or on behalf
          of the
          Seller, or provided under this Exhibit by or on behalf of any Subservicer,
          Subcontractor or Third-Party Originator (collectively, the “Seller
          Information”), or (B) the omission or alleged omission to state in the Seller
          Information a material fact required to be stated in the Seller 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 Seller Information and not to any other information
          communicated in connection with a sale or purchase of securities, without
          regard
          to whether the Seller Information or any portion thereof is presented together
          with or separately from such other information;

        


        (ii)           any
          failure by the Seller, 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 Seller to identify pursuant to Section 1.06(b) any Subcontractor
          “participating in the servicing function” within the meaning of Item 1122 of
          Regulation AB; or

        


        (iii)           any
          breach by the Seller of a representation or warranty set forth in Section
          1.02(a) or in a writing furnished pursuant to Section 1.02(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
          Seller of a representation or warranty in a writing furnished pursuant
          to
          Section 1.02(b) to the extent made as of a date subsequent to such closing
          date.


        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        


        In
          the
          case of any failure of performance described in clause (a)(ii) of this
          Section,
          the Seller shall promptly reimburse the Purchaser, 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 Seller, any Subservicer,
          any
          Subcontractor or any Third-Party Originator.

        


        (b)           (i)           Any
          failure by the Seller, 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, or any
          breach
          by the Seller of a representation or warranty set forth in Section 1.02(a)
          or in
          a writing furnished pursuant to Section 1.02(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 Seller
          of a
          representation or warranty in a writing furnished pursuant to Section 1.02(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 Seller under this Agreement and any applicable Reconstitution Agreement,
          and
          shall entitle the Purchaser or Depositor, as applicable, in its sole discretion
          to terminate the rights and obligations of the Seller 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 Seller; 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 Seller as servicer, such provision
          shall be given effect.

        


        (ii)           Any
          failure by the Seller, any Subservicer or any Subcontractor to deliver
          any
          information, report, certification or accountants’ letter when and as required
          under Section 1.04 or 1.05, including (except as provided below) any failure
          by
          the Seller to identify pursuant to Section 1.06(b) any Subcontractor
“participating in the servicing function” within the meaning of Item 1122 of
          Regulation AB, which continues unremedied for ten calendar days 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 Seller under this Agreement and any applicable Reconstitution Agreement,
          and
          shall entitle the Purchaser or Depositor, as applicable, in its sole discretion
          to terminate the rights and obligations of the Seller as servicer under
          this
          Agreement and/or any applicable Reconstitution Agreement without payment
          (notwithstanding anything in this Agreement to the contrary) of any compensation
          to the Seller; 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
          Seller as servicer, such provision shall be given effect.


        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        


        Neither
          the Purchaser nor any Depositor shall be entitled to terminate the rights
          and
          obligations of the Seller pursuant to this subparagraph (b)(ii) if a failure
          of
          the Seller 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.

        


        (iii)           The
          Seller 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 Seller 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.

        



        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        


        ATTACHMENT
          1

         

        FORM
          OF ANNUAL CERTIFICATION

         

        
          	
                   

                	
                  Re:

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

                


        

         

        I,
          ________________________________, the _______________________ of [NAME
          OF
          SELLER], 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 Seller provided
          in
          accordance with Item 1123 of Regulation AB (the “Compliance Statement”), the
          report on assessment of the Seller’s compliance with the servicing criteria set
          forth in Item 1122(d) of Regulation AB (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 Seller during 200[ ] that were delivered by
          the
          Seller to the [Depositor] [Master Servicer] [Securities Administrator]
          [Trustee]
          pursuant to the Agreement (collectively, the “Seller Servicing
          Information”);

         

        (2)           Based
          on my knowledge, the Seller 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 Seller Servicing Information;

         

        (3)           Based
          on my knowledge, all of the Seller Servicing Information required to be
          provided
          by the Seller 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 Seller 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
          Seller has fulfilled its obligations under the Agreement in all material
          respects; and

         

        (5)           The
          Compliance Statement required to be delivered by the Seller pursuant to
          the
          Agreement, and the Servicing Assessment and Attestation Report required
          to be
          provided by the Seller and by any Subservicer or 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.


        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        


         

        


         

        Date:                      _________________________

         

        


         

        By:

         

        Name:                      ________________________________

         

        Title:                      ________________________________

         

        



        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        


        ATTACHMENT
          2

        SERVICING
          CRITERIA TO BE ADDRESSED IN ASSESSMENT OF COMPLIANCE

        The
          assessment of compliance to be delivered by [the Seller] [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.

                   

                	 
	
                  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.

                   

                	 
	
                  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.

                   

                	 
	
                   

                	
                  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.

                   

                	 
	
                  1122(d)(2)(ii)

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

                   

                	 


        

        



        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        


        


        
          	
                  SERVICING
                    CRITERIA

                	
                  APPLICABLE
                    SERVICING CRITERIA

                
	
                  Reference

                	
                  Criteria

                	
                   

                
	
                  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.

                   

                	 
	
                  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.

                   

                	 
	
                  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.

                   

                	 
	
                  1122(d)(2)(vi)

                	
                  Unissued
                    checks are safeguarded so as to prevent unauthorized access.

                   

                	 
	
                  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.

                   

                	 


        

        



        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        


        


        
          	
                  SERVICING
                    CRITERIA

                	
                  APPLICABLE
                    SERVICING CRITERIA

                
	
                  Reference

                	
                  Criteria

                	
                   

                
	
                   

                	
                  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.

                   

                	 
	
                  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.

                   

                	 
	
                  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.

                   

                	 
	
                  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.

                   

                	 
	
                   

                	
                  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.

                   

                	 
	
                  1122(d)(4)(ii)

                	
                  Mortgage
                    loan and related documents are safeguarded as required by the
                    transaction
                    agreements

                   

                	 
	
                  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.

                   

                	 


        

        



        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        


        


        
          	
                  SERVICING
                    CRITERIA

                	
                  APPLICABLE
                    SERVICING CRITERIA

                
	
                  Reference

                	
                  Criteria

                	
                   

                
	
                  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.

                   

                	 
	
                  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.

                   

                	 
	
                  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.

                   

                	 
	
                  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.

                   

                	 
	
                  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).

                   

                	 
	
                  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.

                   

                	 


        

        



        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        


        


        
          	
                  SERVICING
                    CRITERIA

                	
                  APPLICABLE
                    SERVICING CRITERIA

                
	
                  Reference

                	
                  Criteria

                	
                   

                
	
                  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.

                   

                	 
	
                  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.

                   

                	 
	
                  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.

                   

                	 
	
                  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.

                   

                	 
	
                  1122(d)(4)(xiv)

                	
                   Delinquencies,
                    charge-offs and uncollectible accounts are recognized and recorded
                    in
                    accordance with the transaction agreements.

                   

                	 
	
                  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.

                   

                	 
	
                   

                	
                   

                	
                   

                


        

        



        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        


        


         

        [NAME
          OF
          SELLER] [NAME OF SUBSERVICER]

         

        Date:                      _________________________

         

        


        By:

        Name:                      ________________________________

        Title:                      _____________________________