Execution
      Copy 

    June
      27,
      2007 

     

    


    REDWOOD
      TRUST, INC. 

     

    Purchaser
      

     

    and
      

     

    WELLS
      FARGO BANK, N.A. 

    


    Company
      

     

     

      
        

      

       

    

    SELLER'S
      WARRANTIES AND SERVICING AGREEMENT 

    


    Dated
      as of June 1, 2007 

     

    
      
 

    


    Adjustable
      Rate Mortgage Loans 

    


    WFHM
      2007-W24 

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    TABLE
      OF CONTENTS

     

    
      	
              ARTICLE
                I

            	 	 	
              1

            	 
	 	 	 	 	 
	
              DEFINITIONS

            	 	 	
              1

            	 
	 	 	 	 	 
	
              ARTICLE
                II

            	 	 	
              14

            	 
	 	 	 	 	 
	
              CONVEYANCE
                OF MORTGAGE LOANS; POSSESSION OF MORTGAGE FILES;

              
                BOOKS
                  AND RECORDS; CUSTODIAL AGREEMENT; DELIVERY OF
                  DOCUMENTS

              

            	 	 	14	 
	 	 	 	 	 
	
              ARTICLE
                III

            	 	 	
              20

            	 
	 	 	 	 	 
	
              REPRESENTATIONS
                AND WARRANTIES REMEDIES AND BREACH

            	 	 	
              20

            	 
	 	 	 	 	 
	
              ARTICLE
                IV

            	 	 	
              42

            	 
	 	 	 	 	 
	
              ADMINISTRATION
                AND SERVICING OF MORTGAGE LOANS

            	 	 	
              42

            	 
	 	 	 	 	 
	
              ARTICLE
                V

            	 	 	
              61

            	 
	 	 	 	 	 
	
              PAYMENTS
                TO PURCHASER

            	 	 	
              61

            	 
	 	 	 	 	 
	
              ARTICLE
                VI

            	 	 	
              62

            	 
	 	 	 	 	 
	
              GENERAL
                SERVICING PROCEDURES

            	 	 	
              62

            	 
	 	 	 	 	 
	
              ARTICLE
                VII

            	 	 	
              67

            	 
	 	 	 	 	 
	
              COMPANY
                TO COOPERATE

            	 	 	
              67

            	 
	 	 	 	 	 
	
              ARTICLE
                VIII

            	 	 	
              68

            	 
	 	 	 	 	 
	
              THE
                COMPANY

            	 	 	
              68

            	 
	 	 	 	 	 
	
              ARTICLE
                IX

            	 	 	
              70

            	 
	 	 	 	 	 
	
              REMOVAL
                OF MORTGAGE LOANS FROM AGREEMENT

            	 	 	
              70

            	 


    

     

    
      
        
        

      

      
        i

        
          

        

      

      
        
        

      

    

     

    
      	
              ARTICLE
                X

            	 	 	
              80

            	 
	 	 	 	 	 
	
              DEFAULT

            	 	 	
              80

            	 
	 	 	 	 	 
	
              ARTICLE
                XI

            	 	 	
              82

            	 
	 	 	 	 	 
	
              TERMINATION

            	 	 	
              82

            	 
	 	 	 	 	 
	
              ARTICLE
                XII

            	 	 	
              83

            	 
	 	 	 	 	 
	
              MISCELLANEOUS
                PROVISIONS

            	 	 	
              83

            	 


    

     

    
      EXHIBITS

       

    

    
      	
              Exhibit
                A

            	 	
              Mortgage
                Loan Schedule

              
                (WFHM
                  2007-W24)

              

            
	
              Exhibit
                B

            	 	Custodial Agreement
	
              Exhibit
                C

            	 	Contents of Each Custodial Mortgage
              File;
              Retained Mortgage File and Servicing File
	
              
              

              Exhibit
                D

            	 	Data File Fields
	
              Exhibit
                E

            	 	Form of Opinion of Counsel
	
              Exhibit
                F

            	 	Servicing Criteria
	
              Exhibit
                G

            	 	Sarbanes Certification
	
              Exhibit
                H

            	 	Form of Assignment, Assumption and
              Recognition Agreement
	
              Exhibit
                I

            	 	Form of Security Release
              Certification


    

     

    
      
        
        

      

      
        ii

        
          

        

      

      
        
        

      

    

     

    This
      is a
      Seller's Warranties and Servicing Agreement for adjustable rate residential
      first lien mortgage loans, dated and effective as of June 1, 2007, and is
      executed between Redwood Trust Inc., as purchaser (the "Purchaser"), and Wells
      Fargo Bank, N.A., as seller and servicer (the "Company"). 

     

     

    WITNESSETH

     

    WHEREAS,
      the Purchaser has agreed to purchase from the Company and the Company has agreed
      to sell to the Purchaser certain first lien, adjustable rate mortgage loans
      (the
“Mortgage Loans”) which have an aggregate outstanding principal balance as of
      the close of business on the Cut-off Date, after deduction of payments due
      on or
      before such date, whether or not received, as indicated on the Mortgage Loan
      Schedule, which is annexed hereto as Exhibit A; 

     

    WHEREAS,
      each of the Mortgage Loans 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 related Mortgage Loan Schedule;
      and

     

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

     

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


     

    


    ARTICLE
      I

     

    DEFINITIONS

     

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

    


    Accepted
      Servicing Practices:
      With
      respect to any Mortgage Loan, those mortgage servicing practices of prudent
      mortgage lending institutions which service mortgage loans of the same type
      as
      the Mortgage Loans in the jurisdiction where the related Mortgaged Property
      is
      located. 

    


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

     

    
      
        
        

      

      
        1

        
          

        

      

      
        
        

      

    

    


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

     

    Agency/Agencies:
      Fannie
      Mae or Freddie Mac, or any of them as applicable. 

    


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

     

    Agreement:
      This
      Seller's Warranties and Servicing Agreement and all exhibits, amendments and
      supplements hereto.

     

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

     

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

     

    Assignment
      of Mortgage:
      An
      assignment of the Mortgage, notice of transfer or equivalent instrument in
      recordable form, sufficient under the laws of the jurisdiction wherein the
      related Mortgaged Property is located to reflect the sale of the Mortgage to
      the
      Purchaser, or if the related Mortgage has been recorded in the name of MERS
      or
      its designee, such actions as are necessary to cause the Purchaser to be shown
      as the owner of the related Mortgage on the records of MERS for purposes of
      the
      system of recording transfers of beneficial ownership of mortgages maintained
      by
      MERS. 

     

    Assignment
      of Mortgage Note and Pledge Agreement:
      With
      respect to a Cooperative Loan, an assignment of the Mortgage Note and Pledge
      Agreement. 

     

    Assignment
      of Proprietary Lease:
      With
      respect to a Cooperative Loan, an assignment of the Proprietary Lease sufficient
      under the laws of the jurisdiction wherein the related Cooperative Apartment
      is
      located to effect the assignment of such Proprietary Lease. 

     

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

     

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

     

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

     

    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    

    


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

     

    Buydown
      Period:
      The
      period of time when a Buydown Agreement is in effect with respect to a related
      Buydown Mortgage Loan. 

     

    Closing
      Date:
      June
      28, 2007. 

     

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

     

    Commission:
      The
      United States Securities and Exchange Commission. 

     

    Commitment
      Letter: That
      certain letter agreement dated as of June 4, 2007, between the Company and
      the
      Purchaser. 

     

    Company:
      Wells
      Fargo Bank, N.A., or its successor in interest or assigns, or any successor
      to
      the Company under this Agreement appointed as herein
      provided. 

     

    Company
      Information:
      As
      defined in Section 9.01(e)(i)(A). 

     

    Company
      Mortgage Loan:
      A
      Mortgage Loan that has been underwritten in accordance with the Company
      Underwriting Guidelines. 

     

    Company
      Underwriting Guidelines:
      The
      underwriting guidelines of the Company, applicable to the Company Mortgage
      Loans, as provided to Purchaser by the Company. 

     

    Condemnation
      Proceeds:
      All
      awards or settlements in respect of a Mortgaged Property, whether permanent
      or
      temporary, partial or entire, by exercise of the power of eminent domain or
      condemnation, to the extent not required to be released to a Mortgagor in
      accordance with the terms of the related Mortgage Loan Documents. 

     

    Cooperative:
      The
      entity that holds title (fee or an acceptable leasehold estate) to all of the
      real property that the Project comprises, including the land, separate dwelling
      units and all common areas. 

     

    Cooperative
      Apartment:
      The
      specific dwelling unit relating to a Cooperative Loan. 

     

    
      
        
        

      

      
        3

        
          

        

      

      
        
        

      

    

     

    Cooperative
      Lien Search:
      A
      search for (a) federal tax liens, mechanics’ liens, lis
      pendens,
      judgments of record or otherwise against (i) the Cooperative, (ii) the seller
      of
      the Cooperative Apartment and (iii) the Mortgagor if the Cooperative Loan is
      a
      refinanced Mortgage Loan, (b) filings of financing statements and (c) the deed
      of the Project into the Cooperative. 

     

    Cooperative
      Loan:
      A
      Mortgage Loan that is secured by Cooperative Shares and a Proprietary Lease
      granting exclusive rights to occupy the related Cooperative Apartment.


     

    Cooperative
      Shares:
      The
      shares of stock issued by a Cooperative, owned by the Mortgagor, and allocated
      to a Cooperative Apartment. 

     

    Covered
      Loan:
      A
      Mortgage Loan categorized as “Covered” pursuant to the Standard & Poor’s
      LEVELS® Glossary, Appendix E, in effect on the Closing Date. 

     

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

     

    Custodial
      Agreement:
      The
      agreement governing the retention of the originals of each Mortgage Note,
      Assignment of Mortgage and other applicable Mortgage Loan Documents, which
      is
      annexed hereto as Exhibit B. 

     

    Custodial
      Mortgage File:
      With
      respect to each Mortgage Loan, the file consisting of the Mortgage Loan
      Documents listed as items 1 through 5 of Exhibit C attached hereto, which have
      been delivered to the Custodian as of the Closing Date. 

     

    Custodian:
      The
      custodian under the Custodial Agreement, or its successor in interest or
      assigns, or any successor to the Custodian under the Custodial Agreement as
      provided therein. 

     

    Cut-off
      Date:
      June 1,
      2007. 

     

    Data
      File:
      The
      electronic data file prepared by the Company and delivered to the Purchaser
      which includes the Data File Fields as set forth on Exhibit D, with respect
      to
      the Mortgage Loans. 

     

    Data
      File Fields:
      The
      data fields set forth on Exhibit D with respect to each Mortgage
      Loan. 

     

    Deleted
      Mortgage Loan:
      A
      Mortgage Loan which is repurchased by the Company in accordance with the terms
      of this Agreement and which is, in the case of a substitution pursuant to
      Section 3.03, replaced or to be replaced with a Qualified Substitute Mortgage
      Loan. 

     

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

     

    Determination
      Date:
      The
      Business Day immediately preceding the related Remittance Date. 

     

    
      
        
        

      

      
        4

        
          

        

      

      
        
        

      

    

     

    Document
      Transfer Event:
      The day
      on which (i) the Company or any successor thereto is no longer the servicer
      of
      any of the Mortgage Loans, (ii) the senior, unsecured long-term debt rating
      of
      Wells Fargo & Company is less than "BBB-" by Fitch, Inc. or (iii) any Rating
      Agency requires the Company to deliver the Retained Mortgage Files to the
      Custodian. 

     

    Due
      Date:
      The
      first day of the month on which the Monthly Payment is due on a Mortgage Loan,
      exclusive of any days of grace. 

     

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

     

    Errors
      and Omissions Insurance Policy:
      An
      errors and omissions insurance policy to be maintained by the Company pursuant
      to Section 4.12. 

     

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

     

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

     

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

     

    Exception
      Mortgage Loan: A
      Mortgage Loan that has been underwritten in accordance with the Company
      Underwriting Guidelines, but for which one or more exceptions to those
      guidelines have been allowed. 

     

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

     

    Fannie
      Mae:
      The
      Federal National Mortgage Association, or any successor
      thereto. 

     

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

     

    Fidelity
      Bond:
      A
      fidelity bond to be maintained by the Company pursuant to Section
      4.12. 

     

    First
      Remittance Date:
      July
      18, 2007. 

     

    Freddie
      Mac:
      The
      Federal Home Loan Mortgage Corporation, or any successor thereto. 

     

    
      
        
        

      

      
        5

        
          

        

      

      
        
        

      

    

     

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

     

    High
      Cost Loan:
      A
      Mortgage Loan classified as (a) a “high cost” loan under the Home Ownership and
      Equity Protection Act of 1994, (b) a “high cost home,” “threshold,” “covered,”
“high risk home,” “predatory” or similar loan under any other applicable state,
      federal or local law or (c) categorized as “High Cost” pursuant to the Standard
& Poor’s LEVELS® Glossary, Appendix E, in effect on the Closing
      Date.

     

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

     

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

    Interest
      Only Mortgage Loan:
      A
      Mortgage Loan for which an interest-only payment feature is allowed during
      the
      interest-only period set forth in the related Mortgage Note. 

     

    Lender
      Paid Mortgage Insurance Policy or LPMI Policy:
      A PMI
      Policy for which the Purchaser or the Company pays all premiums from its own
      funds, without reimbursement therefor. 

     

    Letter
      of Credit:
      With
      respect to a Pledged Asset Mortgage Loan, a guaranty issued to the Company
      by
      the Pledge Holder for the Pledged Value Amount. 

     

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

     

    Loan-to-Value
      Ratio or LTV:
      With
      respect to any Mortgage Loan, the ratio of the original loan amount of the
      Mortgage Loan at its origination (unless otherwise indicated) to the Appraised
      Value of the Mortgaged Property. 

     

    Master
      Servicer:
      Wells
      Fargo Bank, N.A., or its successor in interest or assigns. 

     

    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 which is the
      maximum interest rate to which the Mortgage Interest Rate on such Mortgage
      Loan
      may be increased on any Adjustment Date. 

     

    MERS:
      Mortgage Electronic Registration Systems, Inc., a Delaware corporation, or
      any
      successor in interest thereto. 

     

    
      
        
        

      

      
        6

        
          

        

      

      
        
        

      

    

     

    MERS
      Mortgage Loan:
      Any
      Mortgage Loan as to which the related Mortgage or Assignment of Mortgage has
      been registered with MERS on the MERS System. 

    


    MERS
      System:
      The
      system of recording transfers of mortgages electronically maintained by MERS.
      

    


    MIN:
      The
      Mortgage Identification Number used to identify mortgage loans registered under
      MERS. 

     

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

     

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

     

    Monthly
      Payment:
      The
      scheduled monthly payment of principal and interest, or in the case of an
      Interest Only Mortgage Loan, payments of (i) interest or (ii) principal and
      interest, as applicable, on a Mortgage Loan. 

     

    Mortgage:
      The
      mortgage, deed of trust or other instrument securing a Mortgage Note, which
      creates a first lien on an unsubordinated estate in fee simple in real property
      securing the Mortgage Note or the Pledge Agreement securing the Mortgage Note
      for a Cooperative Loan. 

     

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

     

    Mortgage
      Interest Rate:
      The
      annual rate at which interest accrues on a Mortgage Note from time to time,
      in
      accordance with the provisions of the Mortgage Note. 

     

    Mortgage
      Loan:
      An
      individual mortgage loan which is the subject of this Agreement, each Mortgage
      Loan originally sold and subject to this Agreement being identified on the
      related Mortgage Loan Schedule, which Mortgage Loan includes without limitation
      the Retained Mortgage File, the Custodial 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. The Mortgage
      Loans shall include the Company Mortgage Loans, Exception Mortgage Loans and
      Third-Party Mortgage Loans. 

     

    Mortgage
      Loan Documents:
      With
      respect to a Mortgage Loan, the documents listed on Exhibit C attached hereto.
      

     

    
      
        
        

      

      
        7

        
          

        

      

      
        
        

      

    

     

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

     

    Mortgage
      Loan Schedule: A
      schedule of Mortgage Loans annexed hereto as Exhibit A, such schedule setting
      forth the following information with respect to each Mortgage Loan: (1) the
      Company’s Mortgage Loan number; (2) the city, state and zip code of the
      Mortgaged Property; (3) a code indicating whether the Mortgaged Property is
      a
      single family residence, two-family residence, three-family residence,
      four-family residence, a Cooperative Apartment, planned unit development or
      condominium; (4) the Mortgage Interest Rate as of the Cut-off Date; (5) the
      Mortgage Loan Remittance Rate as of the Cut-off Date; (6) the Monthly Payment
      as
      of the Cut-off Date; (7) the Gross Margin; (8) the original term to maturity;
      (9) the scheduled maturity date; (10) the principal balance of the Mortgage
      Loan
      as of the Cut-off Date after deduction of payments of principal due on or before
      the Cut-off Date whether or not collected; (11) the Loan-to-Value Ratio; (12)
      the next Adjustment Date immediately following the Cut-off Date; (13) the
      lifetime Periodic Interest Rate Cap; (14) the type of Adjustable Rate Mortgage
      Loan; (15) the Maximum Mortgage Interest Rate; (16) the first Adjustment Date
      immediately following origination; (17) whether the Mortgage Loan is convertible
      or not; (18) a code indicating the mortgage guaranty insurance company; and
      (19)
      the Servicing Fee Rate. 

     

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

     

    Mortgaged
      Property:
      The
      real property securing repayment of the debt evidenced by a Mortgage Note,
      or
      with respect to a Cooperative Loan, the Cooperative
      Apartment. 

     

    Mortgagor:
      The
      obligor on a Mortgage Note. 

     

    Non-Assigned
      Letter of Credit:
      A
      Letter of Credit in which the named beneficiary is the
      Company. 

     

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

     

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

     

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

     

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

     

    
      
        
        

      

      
        8

        
          

        

      

      
        
        

      

    

     

    Pledge
      Account:
      With
      respect to a Pledged Asset Mortgage Loan, an account that is managed by the
      Pledge Holder to secure a Letter of Credit. 

    


    Pledge
      Agreement:
      With
      respect to a Cooperative Loan, the specific agreement creating a first lien
      on
      and pledge of the Cooperative Shares and the appurtenant Proprietary Lease.
      

    


    Pledge
      Holder:
      With
      respect to a Pledged Asset Mortgage Loan, the entity that holds the Pledge
      Account, manages the Pledge Account and provides the Letter of Credit.


    


    Pledge
      Instruments:
      With
      respect to a Cooperative Loan, the Stock Power, the Assignment of the
      Proprietary Lease and the Assignment of the Mortgage Note and Pledge Agreement.
      

    


    Pledged
      Asset Mortgage Loan:
      A
      Mortgage Loan for which the Mortgagor has pledged financial assets as partial
      collateral for the Mortgage Loan, in lieu of a cash down payment. 

    


    Pledged
      Value Amount:
      With
      respect to a Pledged Asset Mortgage Loan, a minimum of 20% of the lower of
      the
      Purchase Price or Appraised Value of a Mortgaged Property. 

     

    PMI
      Policy:
      A
      policy of primary mortgage guaranty insurance evidenced by an electronic form
      and certificate number issued by a Qualified Insurer, as required by this
      Agreement with respect to certain Mortgage Loans. The premiums on a PMI Policy
      may be paid (i) by the Mortgagor or (ii) by the Company from its own funds,
      without reimbursement, in the case of an LPMI Policy. 

     

    Prepayment
      Penalty:
      Payments penalties, fees or charges calculated pursuant to the Mortgage Note
      and
      due pursuant to the terms of the Mortgage Loan as the result of a Principal
      Prepayment of the Mortgage Loan, not otherwise due thereon in respect of
      principal or interest. 

     

    Prime
      Rate:
      The
      prime rate announced to be in effect from time to time, as published as the
      average rate in The
      Wall Street Journal. 

     

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

     

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

     

    Project:
      With
      respect to a Cooperative Loan, all real property owned by the related
      Cooperative including the land, separate dwelling units and all common areas.
      

     

    
      
        
        

      

      
        9

        
          

        

      

      
        
        

      

    

     

    Proprietary
      Lease:
      With
      respect to a Cooperative Loan, a lease on a Cooperative Apartment evidencing
      the
      possessory interest of the Mortgagor in such Cooperative Apartment.

     

    Purchase
      Price:
      The
      purchase price percentage for the Mortgage Loans as specified in the related
      Commitment Letter, and as may be adjusted pursuant to such related Commitment
      Letter. 

     

    Purchaser:
      Redwood
      Trust, Inc., or its successor in interest or any successor to the Purchaser
      under this Agreement as herein provided. 

     

    Qualified
      Correspondent:
      Any
      Person from which the Company purchased Mortgage Loans, provided that the
      following conditions are satisfied: (i) such Mortgage Loans were originated
      pursuant to an agreement between the Company and such Person that contemplated
      that such Person would underwrite mortgage loans from time to time, for sale
      to
      the Company, in accordance with underwriting guidelines designated by the
      Company (“Designated Guidelines”) or guidelines that do not vary materially from
      such Designated Guidelines; (ii) such Mortgage Loans were in fact underwritten
      as described in clause (i) above and were acquired by the Company within 180
      days after origination; (iii) either (x) the Designated Guidelines were, at
      the
      time such Mortgage Loans were originated, used by the Company in origination
      of
      mortgage loans of the same type as the Mortgage Loans for the Company’s own
      account or (y) the Designated Guidelines were, at the time such Mortgage Loans
      were underwritten, designated by the Company on a consistent basis for use
      by
      lenders in originating mortgage loans to be purchased by the Company; and (iv)
      the Company employed, at the time such Mortgage Loans were acquired by the
      Company, pre-purchase or post-purchase quality assurance procedures (which
      may
      involve, among other things, review of a sample of mortgage loans purchased
      during a particular time period or through particular channels) designed to
      ensure that Persons from which it purchased mortgage loans properly applied
      the
      underwriting criteria designated by the Company. The Designated Guidelines
      are
      the Company Underwriting Guidelines. 

     

    Qualified
      Depository:
      A
      deposit account or accounts maintained with a federal or state chartered
      depository institution the deposits in which are insured by the FDIC to the
      applicable limits and the short-term unsecured debt obligations of which (or,
      in
      the case of a depository institution that is a 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, Inc. (or a comparable rating if another rating agency is specified
      by
      the Purchaser by written notice to the Company) at the time any deposits are
      held on deposit therein. 

     

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

     

    Qualified
      Substitute Mortgage Loan:
      A
      mortgage loan eligible to be substituted by the Company for a Deleted Mortgage
      Loan which must, on the date of such substitution, (i) have an outstanding
      principal balance, after deduction of all scheduled payments due in the month
      of
      substitution (or in the case of a substitution of more than one mortgage loan
      for a Deleted Mortgage
      Loan, an aggregate principal balance), not in excess of the Stated Principal
      Balance of the Deleted Mortgage Loan; (ii) have a Mortgage Loan Remittance
      Rate
      not less than, and not more than two percent (2%) greater, than the Mortgage
      Loan Remittance Rate of the Deleted Mortgage Loan; (iii) have a remaining term
      to maturity not greater than and not more than one year less than that of the
      Deleted Mortgage Loan; (iv) be of the same type as the Deleted Mortgage Loan
      and
      (v) comply with each representation and warranty set forth in Sections 3.01
      and
      3.02. 

     

    
      
        
        

      

      
        10

        
          

        

      

      
        
        

      

    

     

    Rating
      Agency:
      Each of
      Fitch, Inc., Moody’s Investors Service, Inc., Standard & Poor’s Ratings
      Services and DBRS, Inc., or any successor thereto. 

     

    Recognition
      Agreement:
      An
      agreement whereby a Cooperative and a lender with respect to a Cooperative
      Loan
      (i) acknowledge that such lender may make, or intends to make, such Cooperative
      Loan, and (ii) make certain agreements with respect to such Cooperative
      Loan. 

     

    Reconstitution:
      Any
      Securitization Transaction, Agency Transfer or Whole Loan
      Transfer. 

     

    Reconstitution
      Agreement:
      The
      agreement or agreements entered into by the Company and the Purchaser and/or
      certain third parties on the Reconstitution Date or Dates with respect to any
      or
      all of the Mortgage Loans serviced hereunder, in connection with a Whole Loan
      Transfer, Agency Transfer or Securitization Transaction. 

     

    Reconstitution
      Date:
      The
      date on which any or all of the Mortgage Loans serviced under this Agreement
      shall be reconstituted as part of an Agency Transfer, Securitization Transaction
      or Whole Loan Transfer pursuant to Section 9.01 hereof. The Reconstitution
      Date
      shall be such date which the Purchaser shall designate. 

     

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

     

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

     

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

     

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

     

    
      
        
        

      

      
        11

        
          

        

      

      
        
        

      

    

     

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

     

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

     

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

     

    Repurchase
      Price:
      A price
      equal to (i) the Stated Principal Balance of the Mortgage Loan as of the date
      on
      which such repurchase takes place, plus (ii) interest on such Stated Principal
      Balance at the Mortgage Loan Remittance Rate from the date on which interest
      has
      last been paid and distributed to the Purchaser through the last day of the
      month in which such repurchase takes place, less amounts received or advanced
      in
      respect of such repurchased Mortgage Loan which are being held in the Custodial
      Account for distribution in the month of repurchase. 

     

    Retained
      Mortgage File:
      With
      respect to each Mortgage Loan, the file consisting of the Mortgage Loan
      Documents listed as items 6 through 12 of Exhibit C attached
      hereto. 

     

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

     

    Securitization
      Transaction:
      Any
      transaction involving either (a) 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 (b) an issuance of publicly offered or privately
      placed, rated or unrated mortgage-backed 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 Section 9.01(e)(iii). 

     

    Servicing
      Advances:
      All
      customary, reasonable and necessary "out of pocket" costs and expenses other
      than Monthly Advances (including reasonable attorney's fees and disbursements)
      incurred in the performance by the Company of its servicing obligations,
      including, but not limited to, the cost of (a) the preservation, restoration
      and
      protection of the Mortgaged Property, (b) any enforcement or judicial
      proceedings, including foreclosures, (c) the management and liquidation of
      any
      REO Property and (d) compliance with the obligations under Section 4.08
      (excluding the Company’s obligation to pay the premiums on LPMI Policies) and
      Section 4.10. 

     

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

     

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

     

    
      
        
        

      

      
        12

        
          

        

      

      
        
        

      

    

    


     Servicing
      Fee Rate:
      0.250%
      per annum per Mortgage Loan. 

     

    Servicing
      File:
      With
      respect to each Mortgage Loan, the file consisting of the Mortgage Loan
      Documents listed as items 13 through 28 of Exhibit C attached hereto plus copies
      of all Mortgage Loan Documents contained in the Custodial Mortgage File and
      the
      Retained Mortgage File, which are retained by the Company. 

     

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

     

    Stated
      Principal Balance:
      As to
      each Mortgage Loan and as of any date of determination, (i) the principal
      balance of the Mortgage Loan at the Cut-off Date after giving effect to payments
      of principal due on or before such date, whether or not received, minus (ii)
      all
      amounts previously distributed to the Purchaser with respect to the related
      Mortgage Loan representing payments or recoveries of principal or advances
      in
      lieu thereof.

     

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

     

    Stock
      Certificate:
      With
      respect to a Cooperative Loan, a certificate evidencing ownership of the
      Cooperative Shares issued by the Cooperative. 

     

    Stock
      Power:
      With
      respect to a Cooperative Loan, an assignment of the Stock Certificate or an
      assignment of the Cooperative Shares issued by the Cooperative.

     

    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 Company or a Subservicer.
      

     

    Subservicer:
      Any
      Person that services Mortgage Loans on behalf of the Company 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 Company under this Agreement or any
      Reconstitution Agreement that are identified in Item 1122(d) of Regulation
      AB.


     

    Subsidy
      Account:
      An
      account maintained by the Company specifically to hold all Subsidy Funds to
      be
      applied to individual Subsidy Loans. 

     

    
      
        
        

      

      
        13

        
          

        

      

      
        
        

      

    

    


    Subsidy
      Funds:
      With
      respect to any Subsidy Loans, funds contributed by the employer of a Mortgagor
      in order to reduce the payments required from the Mortgagor for a specified
      period in specified amounts. 

    


    Subsidy
      Loan:
      Any
      Mortgage Loan subject to a temporary interest subsidy agreement pursuant to
      which the monthly interest payments made by the related Mortgagor will be less
      than the scheduled monthly interest payments on such Mortgage Loan, with the
      resulting difference in interest payments being provided by the employer of
      the
      Mortgagor. Each Subsidy Loan will be identified as such in the related Data
      File. 

    


    Third-Party
      Mortgage Loans:
      A
      Mortgage Loan that has been underwritten in accordance with the related
      Third-Party Underwriting Guidelines. 

    


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

    


    Third-Party
      Underwriting Guidelines:
      The
      underwriting guidelines of a Third-Party Originator, as amended from time to
      time, applicable to the related Third-Party Mortgage Loans, as provided to
      the
      Purchaser by the Company.

     

    Time$aver®
      Mortgage Loan:
      A
      Mortgage Loan which has been refinanced pursuant to a Company program that
      allows a rate/term refinance of an existing Company serviced loan with minimal
      documentation. 

    


    Unverified
      Information: With
      respect to the Mortgage Loans listed on the related Data File, information
      regarding the Mortgagor’s income, source of income, or assets that is stated on
      the loan application by the Mortgagor but not verified in the origination
      process, pursuant to the applicable Company Underwriting Guidelines (other
      than
      the exception identified for Exception Mortgage Loans) or the Third-Party
      Underwriting Guidelines, as applicable. 

     

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

     

    


    ARTICLE
      II 

     

    CONVEYANCE
      OF MORTGAGE LOANS; POSSESSION OF CUSTODIAL 

    MORTGAGE
      FILES; BOOKS AND RECORDS; CUSTODIAL AGREEMENT; 

    DELIVERY
      OF DOCUMENTS 

     

    Section
      2.01   Conveyance
      of Mortgage Loans; Possession of Custodial Mortgage Files;

    Maintenance
      of Retained Mortgage File and Servicing Files.
      

     

    The
      Company, simultaneously with the execution and delivery of this Agreement,
      does
      hereby sell, transfer, assign, set over and convey to the Purchaser, without
      recourse, but subject to
      the
      terms of this Agreement, all the right, title and interest of the Company in
      and
      to the Mortgage Loans, together with the Retained Mortgage Files and Custodial
      Mortgage Files and all rights and obligations arising under the documents
      contained therein. Pursuant to Section 2.03, the Company has delivered the
      Custodial Mortgage File for each Mortgage Loan to the Custodian. 

     

    
      
        
        

      

      
        14

        
          

        

      

      
        
        

      

    

     

    The
      contents of each Retained Mortgage File not delivered to the Custodian are
      and
      shall be held in trust by the Company for the benefit of the Purchaser as the
      owner thereof. Additionally and separate to the Retained Mortgage File, the
      Company shall maintain a Servicing File consisting of a copy of the contents
      of
      each Custodial Mortgage File and the Retained Mortgage File. The possession
      of
      each Servicing File and Retained Mortgage File by the Company is at the will
      of
      the Purchaser for the sole purpose of servicing the related Mortgage Loan,
      and
      such retention and possession by the Company is in a custodial capacity only.
      Upon the sale of the Mortgage Loans the ownership of each Mortgage Note, the
      related Mortgage and the related Custodial Mortgage File, Retained Mortgage
      File
      and Servicing File shall vest immediately in the Purchaser, and the ownership
      of
      all records and documents with respect to the related Mortgage Loan prepared
      by
      or which come into the possession of the Company shall vest immediately in
      the
      Purchaser and shall be retained and maintained by the Company, in trust, at
      the
      will of the Purchaser and only in such custodial capacity. The Company shall
      release its custody of the contents of any Retained Mortgage File and Servicing
      File only in accordance with written instructions from the Purchaser or within
      sixty (60) days of the occurrence of a Document Transfer Event, unless such
      release is required as incidental to the Company's servicing of the Mortgage
      Loans or is in connection with a repurchase of any Mortgage Loan pursuant to
      Section 3.03 or 6.02. Company shall not be responsible for any such costs
      associated with the release, transfer and re-delivery of any Custodial Mortgage
      Files, Retained Mortgage Files and/or Servicing Files between the parties unless
      the Company is releasing, transferring or re-delivering such Custodial Mortgage
      Files, Retained Mortgage Files and/or Servicing Files in connection with the
      repurchase of such Mortgage Loan pursuant to Section 3.03 or 6.02. 

     

    In
      addition, in connection with the assignment of any MERS Mortgage Loan, the
      Company agrees that it will cause the MERS System to indicate that such Mortgage
      Loan has been assigned by the Company to the Purchaser in accordance with this
      Agreement by including (or deleting, in the case of a Mortgage Loan repurchased
      in accordance with this Agreement) in such computer files the information
      required by the MERS System to identify the Purchaser as the beneficial owner
      of
      such Mortgage Loan. 

     

    


    Section
      2.02 Books
      and Records; Transfers of Mortgage Loans.
      

     

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

     

    
      
        
        

      

      
        15

        
          

        

      

      
        
        

      

    

     

    The
      sale
      of each Mortgage Loan shall be reflected on the Company's balance sheet and
      other financial statements as a sale of assets by the Company. The Company
      shall
      be responsible for maintaining, and shall maintain, a complete set of books
      and
      records for each Mortgage Loan which shall be marked clearly to reflect the
      ownership of each Mortgage Loan by the Purchaser. In particular, the Company
      shall maintain in its possession, available for inspection by the Purchaser,
      or
      its designee, and shall deliver to the Purchaser upon demand, evidence of
      compliance with all federal, state and local laws, rules and regulations, and
      requirements of Fannie Mae or Freddie Mac, including but not limited to
      documentation as to the method used in determining the applicability of the
      provisions of the Flood Disaster Protection Act of 1973, as amended, to the
      Mortgaged Property, documentation evidencing insurance coverage and eligibility
      of any condominium project for approval by Fannie Mae or Freddie Mac and records
      of periodic inspections as required by Section 4.13. To the extent that original
      documents are not required for purposes of realization of Liquidation Proceeds
      or Insurance Proceeds, documents maintained by the Company may be in the form
      of
      microfilm or microfiche or such other reliable means of recreating original
      documents, including but not limited to, optical imagery techniques so long
      as
      the Company complies with the requirements of the Fannie Mae or Freddie Mac
      Selling and Servicing Guide, as amended from time to time. 

     

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

     

    The
      Company shall keep at its servicing office books and records in which, subject
      to such reasonable regulations as it may prescribe, the Company shall note
      transfers of Mortgage Loans. No transferee of a Mortgage Loan shall be
      recognized by the Company hereunder unless such transfer is in compliance with
      the terms hereof. For the purposes of this Agreement, the Company shall be
      under
      no obligation to deal with any Person with respect to this Agreement or the
      Mortgage Loans unless the books and records show such Person as the owner of
      the
      Mortgage Loan. The Purchaser may, subject to the terms of this Agreement, sell
      and transfer one or more of the Mortgage Loans. The Purchaser shall advise
      the
      Company of the transfer. Upon receipt of notice of the transfer, the Company
      shall mark its books and records to reflect the ownership of the Mortgage Loans
      of such assignee, and shall release the previous Purchaser from its obligations
      hereunder with respect to the Mortgage Loans sold or transferred. Such
      notification of a transfer shall include a final loan schedule which shall
      be
      received by the Company no fewer than five (5) Business Days before the last
      Business Day of the month. If such notification is not received as specified
      above, the Company’s duties to remit and report as required by Section 5 shall
      begin with the next Due Period. 

     

    Upon
      request from the Purchaser, at the Purchaser’s expense, the Company shall
      deliver no later than thirty (30) Business Days after such request any Retained
      Mortgage File or document therein, or copies thereof, to the Purchaser at the
      direction of the Purchaser. An extension of this date may be requested from
      the
      Purchaser, which consent shall not be unreasonably withheld. The Purchaser
      shall
      return any Retained Mortgage File or document therein delivered pursuant to
      this
      Section 2.02 no later than ten (10) Business Days after receipt thereof. In
      the
      event that the Company fails to make delivery of the requested Retained
Mortgage
      File or document therein, or copies thereof, as required under this Section
      2.02, the Company shall repurchase, in accordance with this Agreement, the
      related Mortgage Loan within thirty (30) Business Days of a request to do so
      by
      the Purchaser. 

     

    
      
        
        

      

      
        16

        
          

        

      

      
        
        

      

    

    


    Section
      2.03 Custodial
      Agreement; Delivery of Documents.
      

     

    The
      Company has delivered to the Custodian those Mortgage Loan Documents as
      contained in the Custodial Mortgage File pursuant to this Agreement with respect
      to each Mortgage Loan. 

     

    The
      Custodian has certified its receipt of all such Mortgage Loan Documents in
      each
      Custodial Mortgage File required to be delivered pursuant to this Agreement,
      as
      evidenced by the trust receipt or initial certification of the Custodian in
      the
      form annexed to the Custodial Agreement. The Purchaser will be responsible
      for
      the fees and expenses of the Custodian. 

     

    The
      Company shall forward to the Custodian original documents evidencing an
      assumption, modification, consolidation or extension of any Mortgage Loan
      entered into in accordance with Section 4.01 or 6.01 within one (1) week of
      their execution, provided, however, that the Company shall provide the Custodian
      with a certified true copy of any such document submitted for recordation within
      ten (10) days of its execution, and shall provide the original of any document
      submitted for recordation or a copy of such document certified by the
      appropriate public recording office to be a true and complete copy of the
      original within sixty (60) days of its submission for recordation. 

     

    In
      the
      event the public recording office is delayed in returning any original document,
      the Company shall deliver to the Custodian within 240 days of its submission
      for
      recordation, a copy of such document and an Officer's Certificate, which shall
      (i) identify the recorded document; (ii) state that the recorded document has
      not been delivered to the Custodian due solely to a delay by the public
      recording office, (iii) state the amount of time generally required by the
      applicable recording office to record and return a document submitted for
      recordation, and (iv) specify the date the applicable recorded document will
      be
      delivered to the Custodian. The Company will be required to deliver the document
      to the Custodian by the date specified in (iv) above. An extension of the date
      specified in (iv) above may be requested from the Purchaser, which consent
      shall
      not be unreasonably withheld. 

     

    Prior
      to
      Company’s receipt of the Purchase Price, the Purchaser shall cause the Custodian
      to act as bailee for the sole and exclusive benefit of the Company pursuant
      to
      the Custodial Agreement and act only in accordance with Company’s instructions.
      Upon the Company’s receipt of the Purchase Price, the Company shall provide
      notification to the Custodian to release the ownership of the Mortgage Loan
      Documents contained in the Custodial Mortgage File. Such notification shall
      be
      in a form of a written notice by facsimile or other electronic media, with
      a
      copy sent to the Purchaser. Subsequent to such release, such Mortgage Loan
      Documents shall be retained by the Custodian for the benefit of the Purchaser.
      All Mortgage Loan Documents related to Mortgage Loans not purchased by the
      Purchaser on the Closing Date shall be maintained by the Custodian for the
      benefit of the Company and shall be returned to the Company within two (2)
      Business Days after the Closing Date. 

     

    
      
        
        

      

      
        17

        
          

        

      

      
        
        

      

    

     

    In
      the
      event that new, replacement, substitute or additional Stock Certificates are
      issued with respect to existing Cooperative Shares, the Company immediately
      shall deliver to the Custodian the new Stock Certificates, together with the
      related Stock Powers in blank. Such new Stock Certificates shall be subject
      to
      the related Pledge Instruments and shall be subject to all of the terms,
      covenants and conditions of this Agreement. 

     

    Section
      2.04 Examination
      of Mortgage Files.

     

    Prior
      to
      the Closing Date, the Company shall (a) deliver to the Purchaser in escrow,
      for
      examination, the Custodial Mortgage File for each Mortgage Loan, including
      the
      Assignment of Mortgage, pertaining to each Mortgage Loan, and (b) make the
      Servicing Files and Retained Mortgage Files available to the Purchaser for
      examination at the Company's offices or such other location as shall otherwise
      be agreed upon by the Purchaser and the Company. Such examination may be made
      by
      the Purchaser at any time before or after the Closing Date or by any prospective
      purchaser of the Mortgage Loans from the Purchaser, at any time after the
      Closing Date upon prior reasonable notice to the Company. The fact that the
      Purchaser or any prospective purchaser of the Mortgage Loans has conducted
      or
      has failed to conduct any partial or complete examination of the Custodial
      Mortgage Files, Servicing Files or Retained Mortgage Files shall not affect
      the
      Purchaser's (or any of its successor's) rights to demand repurchase,
      substitution or other relief or remedy as provided under this Agreement.


     

    Section
      2.05 Representations,
      Warranties and Agreements of Company.

    


    The
      Company agrees and acknowledges that it shall, as a condition to the
      consummation of the transactions contemplated hereby, make the representations
      and warranties specified in Section 3.01 and 3.02 of this Agreement, as of
      the
      Closing Date. The Company, without conceding that the Mortgage Loans are
      securities, hereby makes the following additional representations, warranties
      and agreements which shall be deemed to have been made as of the Closing Date:
      

     

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

            


    

     

    
      
        
        

      

      
        18

        
          

        

      

      
        
        

      

    

    


    
      	
            	(b)   
              	
              the
                Company has not dealt with any broker or agent or anyone else who
                might be
                entitled to a fee or commission in connection with this transaction
                other
                than the Purchaser. 

            


    

     

    Section
      2.06 Representation,
      Warranties and Agreement of Purchaser.

    


    The
      Purchaser, without conceding that the Mortgage Loans are securities, hereby
      makes the following representations, warranties and agreements, which shall
      have
      been deemed to have been made as of the Closing Date. 

     

    
      	
            	(a)   
              	
              the
                Purchaser understands that the Mortgage Loans have not been registered
                under the Securities Act or the securities laws of any state;
                

            


    

     

    
      	
            	(b)   
              	
              the
                Purchaser is acquiring the Mortgage Loans for its own account only
                and not
                for any other Person; 

            


    

     

    
      	
            	(c)   
              	
              the
                Purchaser considers itself a substantial, sophisticated institutional
                investor having such knowledge and experience in financial and business
                matters that it is capable of evaluating the merits and risks of
                investment in the Mortgage Loans; 

            


    

     

    
      	
            	(d)   
              	
              the
                Purchaser has been furnished with all information regarding the Mortgage
                Loans which it has requested from the Seller; and
                

            


    

     

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

            


    

     

    Section
      2.07 Closing.

    


    The
      closing for the purchase and sale of the Mortgage Loans, shall take place on
      the
      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 shall be subject to each of the following conditions: 

     

    
      
        
        

      

      
        19

        
          

        

      

      
        
        

      

    

    


    
      	
            	(a)   
              	
              all
                of the representations and warranties of the Company under this Agreement
                shall be true and correct as of the Closing Date and no event shall
                have
                occurred which, with notice or the passage of time, would constitute
                an
                Event of Default under this Agreement;


            


    

    


    
      	
            	(b)   
              	
              the
                Purchaser shall have received, or the Purchaser's attorneys shall
                have
                received in escrow, all closing documents, 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 respective terms
                thereof; 

            


    

    


    
      	
            	(c)   
              	
              the
                Company shall have delivered to the Custodian under this Agreement
                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 Company on the
      Closing Date the Purchase Price by wire transfer of immediately available funds
      to the account designated by the Company. 

    


    Section
      2.08 Closing
      Documents.

    


    With
      respect to the Mortgage Loans, the closing documents shall consist of fully
      executed originals of the following documents: 

    


    
      	
            	(a)   
              	
              this
                Agreement, dated as of the Cut-off Date, in two counterparts;
                

            


    

    


    
      	
            	(b)   
              	
              the
                Custodial Agreement, attached as Exhibit B to this Agreement;
                

            


    

    


    
      	
            	(c)   
              	
              the
                Mortgage Loan Schedule, a copy of each to be attached to each counterpart
                of this Agreement; 

            


    

    


    
      	
            	(d)   
              	
              a
                trust receipt and certification, as required under the Custodial
                Agreement; 

            


    

     

    
      	 	(e) 	an Opinion of Counsel of the Seller,
              in the
              form of Exhibit E hereto; 


    

     

    
      	 	(f)  	the Commitment Letter; and
              


    

     

    
      	 	(g) 	the Security Release Certification,
              in the
              form of Exhibit I hereto. 


    

    


    ARTICLE
      III 

     

    REPRESENTATIONS
      AND WARRANTIES REMEDIES AND BREACH 

     

    Section
      3.01 Company
      Representations and Warranties.
      

     

    
      
        
        

      

      
        20

        
          

        

      

      
        
        

      

    

     

    The
      Company hereby represents and warrants to the Purchaser that, as of the Closing
      Date: 

    


    
      	
            	(a)   
              	
              Due
                Organization and Authority.
                

               

              The Company is a national banking
                association duly organized, validly existing and in good standing
                under
                the laws of the United States and has all licenses necessary to carry
                on
                its business as now being conducted and is licensed, qualified and
                in good
                standing in each state where a Mortgaged Property is located if the
                laws
                of such state require licensing or qualification in order to conduct
                business of the type conducted by the Company, and in any event the
                Company is in compliance with the laws of any such state to the extent
                necessary to ensure the enforceability of the related Mortgage Loan
                and
                the servicing of such Mortgage Loan in accordance with the terms
                of this
                Agreement; the Company has the full power and authority to execute
                and
                deliver this Agreement and to perform in accordance herewith; the
                execution, delivery and performance of this Agreement (including
                all
                instruments of transfer to be delivered pursuant to this Agreement)
                by the
                Company and the consummation of the transactions contemplated hereby
                have
                been duly and validly authorized; this Agreement evidences the valid,
                binding and enforceable obligation of the Company; and all requisite
                action has been taken by the Company to make this Agreement valid
                and
                binding upon the Company in accordance with its terms;
                

            


    

     

    
      	
            	(b)   
              	
              Ordinary
                Course of Business.
                

               

              The consummation of the transactions
                contemplated by this Agreement are in the ordinary course of business
                of
                the Company, who is in the business of selling and servicing loans,
                and
                the transfer, assignment and conveyance of the Mortgage Notes and
                the
                Mortgages by the Company pursuant to this Agreement are not subject
                to the
                bulk transfer or any similar statutory provisions in effect in any
                applicable jurisdiction; 

            


    

     

    
      	
            	(c)   
              	
              No
                Conflicts.
                

               

              Neither the execution and delivery
                of this
                Agreement, the acquisition of the Mortgage Loans by the Company,
                the sale
                of the Mortgage Loans to the Purchaser or the transactions contemplated
                hereby, nor the fulfillment of or compliance with the terms and conditions
                of this Agreement will conflict with or result in a breach of any
                of the
                terms, articles of incorporation or by-laws or any legal restriction
                or
                any agreement or instrument to which the Company is now a party or
                by
                which it is bound, or constitute a default or result in the violation
                of
                any law, rule, regulation, order, judgment or decree to which the
                Company
                or its property is subject, or impair the ability of the Purchaser
                to
                realize on the Mortgage Loans, or impair the value of the Mortgage
                Loans;
                

            


    

     

    
      
        
        

      

      
        21

        
          

        

      

      
        
        

      

    

     

    
      	
            	(d)   
              	
              Ability
                to Service.
                

               

              The Company is an approved seller/servicer
                of conventional residential mortgage loans for Fannie Mae or Freddie
                Mac,
                with the facilities, procedures, and experienced personnel necessary
                for
                the sound servicing of mortgage loans of the same type as the Mortgage
                Loans. The Company is a HUD approved mortgagee and is in good standing
                to
                sell mortgage loans to and service mortgage loans for Fannie Mae
                or
                Freddie Mac, and no event has occurred, including but not limited
                to a
                change in insurance coverage, which would make the Company unable
                to
                comply with Fannie Mae or Freddie Mac eligibility requirements or
                which
                would require notification to either Fannie Mae or Freddie Mac;
                

            


    

     

    
      	
            	(e)   
              	
              Reasonable
                Servicing Fee. 

               

              The Company acknowledges and
                agrees that
                the Servicing Fee represents reasonable compensation for performing
                such
                services and that the entire Servicing Fee shall be treated by the
                Company, for accounting and tax purposes, as compensation for the
                servicing and administration of the Mortgage Loans pursuant to this
                Agreement;

            


    

     

    
      	
            	(f)   
              	
              Ability
                to Perform.
                

               

              The Company 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. TheCompany
                is solvent and the sale of the Mortgage Loans will not cause the
                Company
                to become insolvent. The sale of the Mortgage Loans is not undertaken
                to
                hinder, delay or defraud any of the Company's creditors;
                

            


    

    


    
      	
            	(g)  
              	
              No
                Litigation Pending.
                

               

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


            


    

     

    
      	
            	(h)  
              	
              No
                Consent Required.
                

               

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

            


    

     

    
      
        
        

      

      
        22

        
          

        

      

      
        
        

      

    

     

    
      	
            	(i)   
              	
              Selection
                Process.

               

              The Mortgage Loans were selected
                from
                among the outstanding adjustable rate one- to four-family mortgage
                loans
                in the Company's mortgage banking portfolio at the Closing Date as
                to
                which the representations and warranties set forth in Section 3.02
                could
                be made and such selection was not made in a manner so as to affect
                adversely the interests of the Purchaser;


            


    

    


    
      	
            	(j)   
              	
              No
                Untrue Information.
                

               

              Neither this Agreement nor any
                statement,
                report or other document furnished or to be furnished pursuant to
                this
                Agreement or in connection with the transactions contemplated hereby
                contains any untrue statement of fact or omits to state a fact necessary
                to make the statements contained therein not misleading;
                

            


    

    


    
      	
            	(k)   
              	
              Sale
                Treatment.
                

               

              The Company has determined that
                the
                disposition of the Mortgage Loans pursuant to this Agreement will
                be
                afforded sale treatment for accounting and tax
                purposes;

            


    

    


    
      	
            	(l)   
              	
              No
                Material Change.

               

              There has been no material adverse
                change
                in the business, operations, financial condition or assets of the
                Company
                since the date of the Company’s most recent financial statements;
                

            


    

     

    
      	
            	(m)   
              	
              No
                Brokers’ Fees.
                

               

              The Company has not dealt with
                any broker,
                investment banker, agent or other Person that may be entitled to
                any
                commission or compensation in the connection with the sale of the
                Mortgage
                Loans; and 

            


    

    


    
      	
            	(n)   
              	
              MERS.
                

               

              The Company is a member of MERS
                in good
                standing.

            


    

     

    Section
      3.02 Representations
      and Warranties Regarding Individual Mortgage Loans.
      

     

    As
      to
      each Mortgage Loan, the Company hereby represents and warrants to the Purchaser
      that as of the Closing Date: 

    


    
      	
            	(a)   
              	
              Mortgage
                Loans as Described.
                

            


    

     

    
      
        
        

      

      
        23

        
          

        

      

      
        
        

      

    

     

    
      
        	
              	(b)   
                	
                The
                  information set forth in the Mortgage Loan Schedule attached hereto
                  as
                  Exhibit A and the information contained on the Data File Fields
                  contained
                  on the Data File delivered to the Purchaser are true and correct; provided
                  that the Company makes no representation or warranty as to the
                  accuracy of
                  Unverified Information; 

                 

                Payments
                  Current.
                  

              


      

      
         

        
          
            	
                  	        
                       	
                    All
                      payments required to be made up to the Cut-off Date for the
                      Mortgage Loan
                      under the terms of the Mortgage Note have been made and credited.
                      No
                      payment under any Mortgage Loan has been thirty (30) days delinquent
                      more
                      than one (1) time within twelve (12) months prior to the Closing
                      Date;
                      

                  


          

           

        

      

    

    
      	
            	
              (c)   
                

            	
              No
                Outstanding Charges.
                

               

              There are no defaults in complying
                with
                the terms of the Mortgages, and all taxes, governmental assessments,
                insurance premiums, leasehold payments, water, sewer and municipal
                charges, which previously became due and owing have been paid, or
                an
                escrow of funds has been established in an amount sufficient to pay
                for
                every such item which remains unpaid and which has been assessed
                but is
                not yet due and payable. The Company has not advanced funds, or induced,
                or solicited directly or indirectly, the payment of any amount required
                under the Mortgage Loan, except for interest accruing from the date
                of the
                Mortgage Note or date of disbursement of the Mortgage Loan proceeds,
                whichever is later, to the day which precedes by one month the Due
                Date of
                the first installment of principal and interest;
                

            


    

     

    
      	
            	(d)   
              	
              Original
                Terms Unmodified.
                

               

              The terms of the Mortgage Note
                and
                Mortgage have not been impaired, waived, altered or modified in any
                respect, except by a written instrument which has been recorded or
                registered with the MERS System, if necessary, to protect the interests
                of
                the Purchaser and is retained by the Company in the Retained Mortgage
                File; and the related Mortgage Note which has been delivered to the
                Custodian. The substance of any such waiver, alteration or modification
                has been approved by the issuer of any related PMI Policy and the
                title
                insurer, to the extent required by the policy, and its terms are
                reflected
                on the related Mortgage Loan Schedule. No Mortgagor has been released,
                in
                whole or in part, except in connection with an assumption agreement
                approved by the issuer of any related PMI Policy and the title insurer,
                to
                the extent required by the policy, and which assumption agreement
                is part
                of the Custodial Mortgage File delivered to the Custodian and the
                terms of
                which are reflected in the related Mortgage Loan Schedule;
                

            


    

     

    
      
        
        

      

      
        24

        
          

        

      

      
        
        

      

    

     

    
      	
            	(e)   
              	
              No
                Defenses.
                

               

              The Mortgage Loan is not subject
                to any
                right of rescission, set-off, counterclaim or defense, including
                without
                limitation the defense of usury, nor will the operation of any of
                the
                terms of the Mortgage Note or the Mortgage, or the exercise of any
                right
                thereunder, render either the Mortgage Note or the Mortgage unenforceable,
                in whole or in part, or subject to any right of rescission, set-off,
                counterclaim or defense, including without limitation the defense
                of
                usury, and no such right of rescission, set-off, counterclaim or
                defense
                has been asserted with respect thereto;


            


    

    


    
      	
            	(f)   
              	
              No
                Satisfaction of Mortgage.
                

               
The Mortgage has not been
              satisfied, canceled, 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, release, cancellation, subordination
              or rescission; 


    

     

    
      	
            	(g)   
              	
              Validity
                of Mortgage Documents.
                

               

              The Mortgage Note and the Mortgage
                and
                related documents are genuine, and each is the legal, valid and binding
                obligation of the maker thereof enforceable in accordance with its
                terms.
                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 Company has reviewed all
                documents constituting the Retained Mortgage File and Custodial Mortgage
                File and has made such inquiries as it deems necessary to make and
                confirm
                the accuracy of the representations set forth herein; 

               

              With respect to each Cooperative
                Loan, the
                Mortgage Note, the Mortgage, the Pledge Agreement, and related documents
                are genuine, and each is the legal, valid and binding obligation
                of the
                maker thereof enforceable in accordance with its terms. All parties
                to the
                Mortgage Note, the Mortgage, the Pledge Agreement, the Proprietary
                Lease,
                the Stock Power, Recognition Agreement and the Assignment of Proprietary
                Lease had legal capacity to enter into the Mortgage Loan and to execute
                and deliver such documents, and such documents have been duly and
                properly
                executed by such parties; 

            


    

     

    
      	
            	(h)   
              	
              No
                Fraud.
                

               

              No error, omission, misrepresentation,
                negligence, fraud or similar occurrence with respect to a Mortgage
                Loan
                has taken place on the part of the Company, or the Mortgagor (except
                with
                respect to the accuracy of Unverified Information), or to the best
                of the
                Company’s knowledge, any appraiser, any builder, or any 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;
                

            


    

     

    
      
        
        

      

      
        25

        
          

        

      

      
        
        

      

    

     

    
      	
            	(i)   
              	
              Compliance
                with Applicable Laws.
                

               

              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 and
                privacy,
                equal credit opportunity, disclosure or predatory and abusive lending
                laws
                applicable to the Mortgage Loan have been complied with. All inspections,
                licenses and certificates required to be made or issued with respect
                to
                all occupied portions of the Mortgaged Property and, with respect
                to the
                use and occupancy of the same, including, but not limited to, certificates
                of occupancy and fire underwriting certificates, have been made or
                obtained from the appropriate authorities;


            


    

    


    
      	
            	(j)   
              	
              Location
                and Type of Mortgaged Property.
                

               

              The Mortgaged Property is located
                in the
                state identified in the related Mortgage Loan Schedule and consists
                of a
                contiguous parcel of real property with a detached single family
                residence
                erected thereon, or a two- to four-family dwelling, or an individual
                condominium unit in a condominium project, or a Cooperative Apartment,
                or
                an individual unit in a planned unit development or a townhouse,
                provided,
                however, that any condominium project or planned unit development
                shall
                conform to the applicable Fannie Mae or Freddie Mac requirements,
                the
                Company Underwriting Guidelines (other than the exception identified
                for
                Exception Mortgage Loans) or the Third-Party Underwriting Guidelines,
                as
                applicable, regarding such dwellings, and no residence or dwelling
                is a
                mobile home or manufactured dwelling. As of the respective appraisal
                date
                for each Mortgaged Property, any Mortgaged Property being used for
                commercial purposes conforms to the Company Underwriting Guidelines
                (other
                than the exception identified for Exception Mortgage Loans) or the
                Third-Party Underwriting Guidelines, as applicable and, to the best
                of the
                Company’s knowledge, since the date of such appraisal, no portion of the
                Mortgaged Property was being used for commercial purposes outside
                of the
                Company Underwriting Guidelines (other than the exception identified
                for
                Exception Mortgage Loans) or the Third-Party Underwriting Guidelines,
                as
                applicable; 

            


    

    


    
      	
            	(k)   
              	
              Valid
                First Lien.
                

               

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

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


    

     

    
      
        
        

      

      
        26

        
          

        

      

      
        
        

      

    

    
      
         

        
          
            	
                  	        
                       	
                    (2) 
                      covenants, conditions and restrictions, rights of way, easements
                      and other
                      matters of the public record as of the date of recording acceptable
                      to
                      mortgage lending institutions generally and specifically referred
                      to in
                      the lender's title insurance policy delivered to the originator
                      of the
                      Mortgage Loan and (i) referred to or otherwise considered in
                      the appraisal
                      made for the originator of the Mortgage Loan and (ii) which
                      do not
                      adversely affect the Appraised Value of the Mortgaged Property
                      set forth
                      in such appraisal; and 

                     

                    (3) 
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.
                      

                  


          

           

        

      

    

    
      
        
          
            	
                  	        
                       	
                    Any
                      security agreement, chattel mortgage or equivalent document
                      related to and
                      delivered in connection with the Mortgage Loan establishes
                      and creates a
                      valid, subsisting and enforceable first lien and first priority
                      security
                      interest on the property described therein and the Company
                      has full right
                      to sell and assign the same to the Purchaser; 

                     

                    With respect to each Cooperative
                      Loan,
                      each Pledge Agreement creates a valid, enforceable and subsisting
                      first
                      security interest in the Cooperative Shares and Proprietary
                      Lease, subject
                      only to (i) the lien of the related Cooperative for unpaid
                      assessments
                      representing the Mortgagor’s pro rata share of the Cooperative’s payments
                      for its blanket mortgage, current and future real property
                      taxes,
                      insurance premiums, maintenance fees and other assessments
                      to which like
                      collateral is commonly subject and (ii) other matters to which
                      like
                      collateral is commonly subject which do not materially interfere
                      with the
                      benefits of the security intended to be provided by the Pledge
                      Agreement;
                      provided, however, that the appurtenant Proprietary Lease may
                      be
                      subordinated or otherwise subject to the lien of any mortgage
                      on the
                      Project;

                  


          

        

      

    

     

    
      	
            	(l)    
              	
              Full
                Disbursement of Proceeds.
                

               

              The proceeds of the Mortgage
                Loan have
                been fully disbursed, except for escrows established or created due
                to
                seasonal weather conditions, and there is no requirement for future
                advances thereunder. All costs, fees and expenses incurred in making
                or
                closing the Mortgage Loan and the recording of the Mortgage were
                paid, and
                the Mortgagor is not entitled to any refund of any amounts paid or
                due
                under the Mortgage Note or Mortgage;


            


    

    


    
      	
            	(m)  
              	
              Consolidation
                of Future Advances. 

               

              Any future advances made 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
                reflected on the related Mortgage Loan Schedule. 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 Fannie Mae or Freddie Mac; the consolidated
                principal amount does not exceed the original principal amount of
                the
                Mortgage Loan; the Company shall not make future advances after the
                Cut-off Date; 

            


    

     

    
      
        
        

      

      
        27

        
          

        

      

      
        
        

      

    

     

    
      	
            	(n)   
              	
              Ownership.
                

               

              The Company is the sole owner
                of record
                and holder of the Mortgage Loan and the related Mortgage Note and
                the
                Mortgage are not assigned or pledged, and the Company has good and
                marketable title thereto and has full right and authority to transfer
                and
                sell the Mortgage Loan to the Purchaser. The Company is transferring
                the
                Mortgage Loan free and clear of any and all encumbrances, liens,
                pledges,
                equities, participation interests, claims, charges or security interests
                of any nature encumbering such Mortgage Loan;


            


    

     

    
      	
            	(o)   
              	
              Origination/Doing
                Business.
                

               

              The Mortgage Loan was originated
                by a
                savings and loan association, a savings bank, a commercial bank,
                a credit
                union, an insurance company, or similar institution that is supervised
                and
                examined by a federal or state authority or by a mortgagee approved
                by the
                Secretary of Housing and Urban Development pursuant to Sections 203
                and
                211 of the National Housing Act. All parties which have had any interest
                in the Mortgage Loan, whether as mortgagee, assignee, pledgee or
                otherwise, are (or, during the period in which they held and disposed
                of
                such interest, were) (1) in compliance with any and all applicable
                licensing requirements of the laws of the state wherein the Mortgaged
                Property is located, and (2) organized under the laws of such state,
                or
                (3) qualified to do business in such state, or (4) federal savings
                and
                loan associations or national banks having principal offices in such
                state, or (5) not doing business in such state;


            


    

     

    
      	
            	(p)   
              	
              LTV,
                PMI Policy.
                

               

              No Mortgage Loan has an LTV greater
                than
                95%. Except as set forth on the related Data File, each Mortgage
                Loan with
                an LTV greater than 80% at the time of origination, a portion of
                the
                unpaid principal balance of the Mortgage Loan is and will be insured
                as to
                payment defaults by a PMI Policy. If the Mortgage Loan is insured
                by a PMI
                Policy which is not an LPMI Policy, the coverage will remain in place
                until (i) the LTV decreases to 78% or (ii) the PMI Policy is otherwise
                terminated pursuant to the Homeowners Protection Act of 1998, 12
                USC
                §4901, et seq. All provisions of such PMI Policy or LPMI Policy have
                been
                and are being complied with, such policy is in full force and effect,
                and
                all premiums due thereunder have been paid. The Qualified Insurer
                has a
                claims paying ability acceptable to Fannie Mae or Freddie Mac. Any
                Mortgage Loan subject to a PMI Policy or LPMI Policy obligates the
                Mortgagor or the Company to maintain the PMI Policy or LPMI Policy,
                as
                applicable, and to pay all premiums and charges in connection therewith.
                The Mortgage Interest Rate for the Mortgage Loan as set forth on
                the
                related Mortgage Loan Schedule is net of any such insurance premium;
                

            


    

     

    
      
        
        

      

      
        28

        
          

        

      

      
        
        

      

    

     

    
      	
            	(q)   
              	
              Title
                Insurance.
                

               

              The Mortgage Loan is covered
                by an ALTA
                lender's title insurance policy (or in the case of any Mortgage Loan
                secured by a Mortgaged Property located in a jurisdiction where such
                policies are generally not available, an opinion of counsel of the
                type
                customarily rendered in such jurisdiction in lieu of title insurance)
                or
                other generally acceptable form of policy of insurance acceptable
                to
                Fannie Mae or Freddie Mac, issued by a title insurer acceptable to
                Fannie
                Mae or Freddie Mac and qualified to do business in the jurisdiction
                where
                the Mortgaged Property is located, insuring the Company, its successors
                and assigns, as to the first priority lien of the Mortgage in the
                original
                principal amount of the Mortgage Loan, subject only to the exceptions
                contained in clauses (1), (2) and (3) of subclause (k) of this Section
                3.02, and against any loss by reason of the invalidity or unenforceability
                of the lien resulting from the provisions of the Mortgage providing
                for
                adjustment to the Mortgage Interest Rate and Monthly Payment. The Company 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 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
                Mortgage, including the Company, has done, by act or omission, anything
                which would impair the coverage of such lender's title insurance
                policy;
                

            


    

    


    
      	
            	(r)   
              	
              No
                Defaults.
                

               

              There is no default, breach,
                violation or
                event of acceleration existing under the Mortgage or the Mortgage
                Note and
                no event which, with the passage of time or with notice and the expiration
                of any grace or cure period, would constitute a default, breach,
                violation
                or event of acceleration, and neither the Company nor its predecessors
                have waived any default, breach, violation or event of
                acceleration;

            


    

     

    
      	
            	(s)   
              	
              No
                Mechanics' Liens.
                

               

              There are no mechanics' or similar
                liens
                or claims which have been filed for work, labor or material (and
                no rights
                are outstanding that under the law could give rise to such liens)
                affecting the related Mortgaged Property which are or may be liens
                prior
                to, or equal or coordinate with, the lien of the related Mortgage
                which
                are not insured against by the title insurance policy referenced
                in
                subclause (q) of this Section 3.02;


            


    

     

    
      
        
        

      

      
        29

        
          

        

      

      
        
        

      

    

     

    
      	
            	(t)   
              	
              Location
                of Improvements; No Encroachments.
                

               

              Except as insured against by
                the title
                insurance policy referenced in subclause (q) of this Section 3.02,
                all
                improvements which were considered in determining the Appraised Value
                of
                the Mortgaged Property lay wholly within the boundaries and building
                restriction lines of the Mortgaged Property and no improvements on
                adjoining properties encroach upon the Mortgaged Property. No improvement
                located on or being part of the Mortgaged Property is in violation
                of any
                applicable zoning law or regulation;


            


    

    


    
      	
            	(u)   
              	
              Payment
                Terms. 

               

              Except with respect to the Interest
                Only
                Mortgage Loans, principal payments commenced no more than sixty (60)
                days
                after the funds were disbursed to the Mortgagor in connection with
                the
                Mortgage Loan. Except with respect to the Interest Only Mortgage
                Loans,
                each Mortgage Loan is payable in equal monthly installments of principal
                and interest, with interest calculated and payable in arrears, sufficient
                to amortize the Mortgage Loan fully by the stated maturity date set
                forth
                in the Mortgage Note over an original term to maturity of not more
                than
                thirty (30) years. As to each Adjustable Rate Mortgage Loan on each
                applicable Adjustment Date, the Mortgage Interest Rate will be adjusted
                to
                equal the sum of the Index plus the applicable Gross Margin, rounded
                up or
                down to the nearest multiple of 0.125% indicated by the Mortgage
                Note;
                provided that the Mortgage Interest Rate will not increase or decrease
                by
                more than the Periodic Interest Rate Cap on any Adjustment Date,
                and will
                in no event exceed the Maximum Mortgage Interest Rate or be lower
                than the
                Minimum Mortgage Interest Rate listed on the Mortgage Note for such
                Mortgage Loan. As to each Adjustable Rate Mortgage Loan that is not
                an
                Interest Only Mortgage Loan, each Mortgage Note requires a monthly
                payment
                which is sufficient, during the period prior to the first adjustment
                to
                the Mortgage Interest Rate, to fully amortize the outstanding principal
                balance as of the first day of such period over the then remaining
                term of
                such Mortgage Note and to pay interest at the related Mortgage Interest
                Rate. With respect to each Interest Only Mortgage Loan, the interest-only
                period shall not exceed fifteen (15) years (or such other period
                specified
                on the related Data File) and following the expiration of such
                interest-only period, the remaining Monthly Payments shall be sufficient
                to fully amortize the original principal balance over the remaining
                term
                of the Mortgage Loan and to pay interest at the related Mortgage
                Interest
                Rate. As to each Adjustable Rate Mortgage Loan, if the related Mortgage
                Interest Rate changes on an Adjustment Date or, with respect to an
                Interest Only Mortgage Loan, on an Adjustment Date following the
                related
                interest-only period, the then outstanding principal balance will
                be
                reamortized over the remaining life of such Mortgage Loan. No Adjustable
                Rate Mortgage Loan contains terms or provisions which would result
                in
                negative amortization;

            


    

     

    
      
        
        

      

      
        30

        
          

        

      

      
        
        

      

    

     

    
      	
            	(v)   
              	
              Customary
                Provisions.
                

               

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


            


    

     

    
      	
            	(w)   
              	
              Occupancy
                of the Mortgaged Property.
                

               

              As of the date of origination,
                the
                Mortgaged Property was lawfully occupied under applicable law;
                

            


    

     

    
      	
            	(x)    
                	
              No
                Additional Collateral.
                

               

              Except in the case of a Pledged
                Asset
                Mortgage Loan and as indicated on the related Data File, the Mortgage
                Note
                is not and has not been secured by any collateral, pledged account
                or
                other security except the lien of the corresponding Mortgage and
                the
                security interest of any applicable security agreement or chattel
                mortgage
                referred to in subclause (k) of this Section
                3.02;

            


    

     

    
      	
            	(y)   
              	
              Deeds
                of Trust. 

               

              In the event the Mortgage constitutes
                a
                deed of trust, a trustee, duly qualified under applicable law to
                serve as
                such, has been properly designated and currently so serves and is
                named in
                the Mortgage, and no fees or expenses are or will become payable
                by the
                mortgagee to the trustee under the deed of trust, except in connection
                with a trustee's sale after default by the Mortgagor;
                

            


    

     

    
      	
            	(z)   
              	
              Acceptable
                Investment.
                

               

              The Company has no knowledge
                of any
                circumstances or conditions with respect to the Mortgage Loan, the
                Mortgaged Property, the Mortgagor or the Mortgagor's credit standing
                that
                can reasonably be expected to cause private institutional investors
                to
                regard the Mortgage Loan as an unacceptable investment, cause the
                Mortgage
                Loan to become delinquent, or adversely affect the value or marketability
                of the Mortgage Loan; 

            


    

     

    
      	
            	(aa) 
              	
              Transfer
                of Mortgage Loans.
                

               

              If the Mortgage Loan is not a
                MERS
                Mortgage Loan, the Assignment of Mortgage, upon the insertion of
                the name
                of the assignee and recording information, is in recordable form
                and is
                acceptable for recording under the laws of the jurisdiction in which
                the
                Mortgaged Property is located; 

            


    

     

    
      
        
        

      

      
        31

        
          

        

      

      
        
        

      

    

     

    
      	
            	(bb)   
              	
              Mortgaged
                Property Undamaged.
                

               

              The Mortgaged Property is undamaged
                by
                waste, fire, earthquake or earth movement, windstorm, flood, tornado
                or
                other casualty so as to affect adversely the value of the Mortgaged
                Property as security for the Mortgage Loan or the use for which the
                premises were intended; 

            


    

     

    
      	
            	(cc)    
              	
              Collection
                Practices; Escrow Deposits.
                

               

              The origination, servicing and
                collection
                practices used with respect to the Mortgage Loan have been in accordance
                with Accepted Servicing Practices, and have been in all material
                respects
                legal and proper. With respect to escrow deposits and Escrow Payments,
                all
                such payments are in the possession of the Company and there exist
                no
                deficiencies in connection therewith for which customary arrangements
                for
                repayment thereof have not been made. All Escrow Payments have been
                collected in full compliance with state and federal law. No escrow
                deposits or Escrow Payments or other charges or payments due the
                Company
                have been capitalized under the Mortgage Note;


            


    

     

    
      	
            	(dd)   
              	
              No
                Condemnation.
                

               

              There is no proceeding pending
                or to the
                best of the Company’s knowledge threatened for the total or partial
                condemnation of the related Mortgaged Property;


            


    

     

    
      	
            	(ee)    	
              The
                Appraisal.
                

               

              The Servicing File for each Mortgage
                Loan
                includes an appraisal of the related Mortgaged Property. As to each
                Time$aver® Mortgage Loan, the appraisal may be from the original of the
                existing Company-serviced loan, which was refinanced via such Time$aver®
                Mortgage Loan. The appraisal was conducted by an appraiser who had
                no
                interest, direct or indirect, in the Mortgaged Property or in any
                loan
                made on the security thereof; and whose compensation is not affected
                by
                the approval or disapproval of the Mortgage Loan, and the appraisal
                and
                the appraiser both satisfy the applicable requirements of Title XI
                of the
                Financial Institution Reform, Recovery, and Enforcement Act of 1989
                and
                the regulations promulgated thereunder, all as in effect on the date
                the
                Mortgage Loan was originated; 

            


    

     

    
      
        
        

      

      
        32

        
          

        

      

      
        
        

      

    

     

    
      	
            	(ff)      	
              Insurance.
                

               

              The Mortgaged Property securing
                each
                Mortgage Loan is insured by an insurer acceptable to Fannie Mae or
                Freddie
                Mac against loss by fire and such hazards as are covered under a
                standard
                extended coverage endorsement and such other hazards as are customary
                in
                the area where the Mortgaged Property is located pursuant to insurance
                policies conforming to the requirements of Section 4.10, in an amount
                which is at least equal to the lesser of (i) 100% of the insurable
                value,
                on a replacement cost basis, of the improvements on the related Mortgaged
                Property and (ii) the greater of (a) the outstanding principal balance
                of
                the Mortgage Loan or (b) an amount such that the proceeds of such
                insurance shall be sufficient to prevent the application to the Mortgagor
                or the loss payee of any coinsurance clause under the policy. If
                the
                Mortgaged Property is a condominium unit, it is included under the
                coverage afforded by a blanket policy for the project. If the improvements
                on the Mortgaged Property are in an area identified in the Federal
                Register by the Federal Emergency Management Agency as having special
                flood hazards, a flood insurance policy meeting the requirements
                of the
                current guidelines of the Federal Insurance Administration is in
                effect
                with a generally acceptable insurance carrier, in an amount representing
                coverage not less than the least of (A) the outstanding principal
                balance
                of the Mortgage Loan, (B) the full insurable value and (C) the maximum
                amount of insurance which was available under the Flood Disaster
                Protection Act of 1973, as amended. All individual insurance policies
                contain a standard mortgagee clause naming the Company and its successors
                and assigns as mortgagee, and all premiums thereon have been paid.
                The
                Mortgage obligates the Mortgagor thereunder to maintain a hazard
                insurance
                policy at the Mortgagor's cost and expense, and on the Mortgagor's
                failure
                to do so, authorizes the holder of the Mortgage to obtain and maintain
                such insurance at such Mortgagor's cost and expense, and to seek
                reimbursement therefor from the Mortgagor. The hazard insurance policy
                is
                the valid and binding obligation of the insurer, is in full force
                and
                effect, and will be in full force and effect and inure to the benefit
                of
                the Purchaser upon the consummation of the transactions contemplated
                by
                this Agreement. The Company has not acted or failed to act so as
                to impair
                the coverage of any such insurance policy or the validity, binding
                effect
                and enforceability thereof; 

            


    

     

    
      	
            	(gg)    
              	
              Servicemembers
                Civil Relief Act. 

               

              The Mortgagor has not notified
                the
                Company, and the Company has no knowledge of any relief requested
                or
                allowed to the Mortgagor under the Servicemembers Civil Relief Act,
                as
                amended; 

            


    

     

    
      	
            	(hh)    
              	
              No
                Balloon Payments, Graduated Payments or Contingent
                Interests.
                

               

              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. No Mortgage
                Loan has a balloon payment feature;


            


    

     

    
      
        
        

      

      
        33

        
          

        

      

      
        
        

      

    

     

    
      	
            	(ii)      	
              No
                Construction Loans. 

               

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

            


    

     

    
      	
            	(jj)      	
              Underwriting. 

               

              
                (i) 
                  Each Company Mortgage Loan was underwritten in accordance with
                  the Company
                  Underwriting Guidelines;

                


                (ii) 
                  Each Third-Party Mortgage Loan was underwritten in accordance with
                  the
                  Third-Party Underwriting Guidelines;

                


                (iii)
                  Each Exception Mortgage Loan was underwritten in accordance with
                  the
                  Company Underwriting Guidelines; and

                


                (iv) 
                  Each Mortgage Note and Mortgage are on forms acceptable to Freddie
                  Mac or
                  Fannie Mae;

              

            


    

     

    
      	
            	(kk)    
              	
              No
                Bankruptcy.

               

              No Mortgagor was a debtor in
                any state or
                federal bankruptcy or insolvency proceeding at the time the Mortgage
                Loan
                was originated and as of the Closing Date, the Company has not received
                notice that any Mortgagor is a debtor under any state or federal
                bankruptcy or insolvency
                proceeding;

            


    

     

    
      	
            	(ll)      	
              The
                Mortgagor. 

               

              The Mortgagor is one or more
                natural
                Persons and/or an Illinois land trust or a “living trust” and such “living
                trust” is in compliance with the Company Underwriting Guidelines (other
                than the exception identified for Exception Mortgage Loans) or the
                Third-Party Underwriting Guidelines, as applicable;
                

            


    

     

    
      	
            	(mm)  
              	
              Interest
                Calculation.
                

               

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

            


    

     

    
      	
            	(nn)   
              	
              Environmental
                Status. 

               

              There is no pending action or
                proceeding
                directly involving the Mortgaged Property of which the Company is
                aware in
                which compliance with any environmental law, rule or regulation is
                an
                issue; and to the best of the Company’s knowledge, nothing further remains
                to be done to satisfy in full all requirements of each such law,
                rule or
                regulation constituting a prerequisite to the use and enjoyment of
                the
                Mortgaged Property;

            


    

     

    
      
        
        

      

      
        34

        
          

        

      

      
        
        

      

    

     

    
      	
            	(oo)   
              	
              No
                High Cost Loans.
                

               

              No Mortgage Loan is a High Cost
                Loan or
                Covered Loan;

            


    

    


    
      	
            	(pp)   
              	
              Anti-Money
                Laundering Laws. 

               

              The Company has complied with
                all
                applicable anti-money laundering laws and regulations, including
                without
                limitation the USA Patriot ACT of 2001 (collectively, the “Anti-Money
                Laundering Laws”); the Company has established an anti-money laundering
                compliance program as required by the Anti-Money Laundering Laws,
                has
                conducted the requisite due diligence in connection with the origination
                of each Mortgage Loan for purposes of the Anti-Money Laundering Laws,
                including with respect to the indentity of the applicable Mortgagor
                and
                the origin of assets used by the said Mortgagor to purchase the related
                Mortgaged Property, and maintains sufficient information to identify
                the
                applicable Mortgagor for purposes of the Anti-Money Laundering Laws;
                

            


    

     

    
      	
            	(qq)   
              	
              Single
                Premium Credit Life Insurance. 

               

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

            


    

     

    
      	
            	(rr)     	
              Buydown
                Mortgage Loans. 

               

              With respect to each Mortgage
                Loan that is
                a Buydown Mortgage Loan:

               

              (i)   
On
                or before the date of
                origination of such Mortgage Loan, the Company and the Mortgagor,
                or the
                Company, the Mortgagor and the seller of the Mortgaged Property or
                a third
                party entered into a Buydown Agreement. The
                Buydown Agreement provides that the seller of the Mortgaged Property
                (or
                third party) shall deliver to the Company temporary Buydown Funds
                in an
                amount equal to the aggregate undiscounted amount of payments that,
                when
                added to the amount the Mortgagor on such Mortgage Loan is obligated
                to
                pay on each Due Date in accordance with the terms of the Buydown
                Agreement, is equal to the full scheduled Monthly Payment due on
                such
                Mortgage Loan. The temporary Buydown Funds enable the Mortgagor to
                qualify
                for the Buydown Mortgage Loan. The effective interest rate of a Buydown
                Mortgage Loan if less than the interest rate set forth in the related
                Mortgage Note will increase within the Buydown Period as provided
                in the
                related Buydown Agreement so that the effective interest rate will
                be
                equal to the interest rate as set forth in the related Mortgage Note.
                The
                Buydown Mortgage Loan satisfies the requirements of the Company
                Underwriting Guidelines (other than the exception identified for
                Exception
                Mortgage Loans) or the Third-Party Underwriting Guidelines, as applicable;
                

            


    

     

    
      
        
        

      

      
        35

        
          

        

      

      
        
        

      

    

    
       

      
        	
              	           	
                (ii)  
The
                  Mortgage and Mortgage Note
                  reflect the permanent payment terms rather than the payment terms
                  of the
                  Buydown Agreement. The Buydown Agreement
                  provides for the payment by the Mortgagor of the full amount of
                  the
                  Monthly Payment on any Due Date that the Buydown Funds are available.
                  The
                  Buydown Funds were not used to reduce the original principal balance
                  of
                  the Mortgage Loan or to increase the Appraised Value of the Mortgage
                  Property when calculating the Loan-to-Value Ratios for purposes
                  of the
                  Agreement and, if the Buydown Funds were provided by the Company
                  and if
                  required under the Company Underwriting Guidelines (other than
                  the
                  exception identified for Exception Mortgage Loans) or the Third-Party
                  Underwriting Guidelines, as applicable, the terms of the Buydown
                  Agreement
                  were disclosed to the appraiser of the Mortgaged Property;
                  

                 

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

                 

                (iv) 
As
                  of the date of origination of the
                  Mortgage Loan, the provisions of the related Buydown Agreement
                  complied
                  with the requirements of the Company Underwriting Guidelines (other
                  than
                  the exception identified for Exception Mortgage Loans) or the Third-Party
                  Underwriting Guidelines, as applicable, regarding buydown agreements;
                  

              


      

    

     

    
      	
            	(ss)     	
              Cooperative
                Loans.
                

               

              With respect to each Cooperative
                Loan
                

               

              (i)   
The
                Cooperative Shares
                are held by a Person as a tenant-stockholder in a Cooperative. Each
                original UCC financing statement, continuation statement or other
                governmental filing or recordation necessary to create or preserve
                the
                perfection and priority of the first lien and security interest in
                the
                Cooperative Loan and Proprietary Lease has been timely and properly
                made.
                Any security agreement, chattel mortgage or equivalent document related
                to
                the Cooperative Loan and delivered to Purchaser or its designee
                establishes in Purchaser a valid and subsisting perfected first lien
                on
                and security interest in the Mortgaged Property described therein,
                and
                Purchaser has full right to sell and assign the same. The Proprietary
                Lease term expires no less than five years after the Mortgage Loan
                term or
                such other term acceptable to Fannie Mae, Freddie Mac, the Company
                Underwriting Guidelines (other than the exception identified for
                Exception
                Mortgage Loans) or the Third-Party Underwriting Guidelines, as
                applicable;

            


    

     

    
      
        
        

      

      
        36

        
          

        

      

      
        
        

      

    

    
      
         

        
          	
                	           	
                  (ii)  
A
                    Cooperative Lien Search has
                    been made by a company competent to make the same which company
                    is
                    acceptable to Fannie Mae or Freddie Mac and qualified to do business
                    in
                    the jurisdiction where the Cooperative is located;

                   

                  (iii) 
                    (a) The term of the related Proprietary Lease is not less than
                    the terms
                    of the Cooperative Loan; (b) there is no provision in any Proprietary
                    Lease which requires the Mortgagor to offer for sale the Cooperative
                    Shares owned by such Mortgagor first to the Cooperative; (c)
                    there is no
                    prohibition in any Proprietary Lease against pledging the Cooperative
                    Shares or assigning the Proprietary Lease; (d) the Cooperative
                    has been
                    created and exists in full compliance with the requirements for
                    residential cooperatives in the jurisdiction in which the Project
                    is
                    located and qualifies as a cooperative housing corporation under
                    Section
                    216 of the Code; (e) the Recognition Agreement is on a form published
                    by
                    Aztech Document Services, Inc. or includes similar provisions;
                    and (f) the
                    Cooperative has good and marketable title to the Project, and
                    owns the
                    Project either in fee simple or under a leasehold that complies
                    with the
                    requirements of the Fannie Mae guidelines, Freddie Mac guidelines,
                    the
                    Company Underwriting Guidelines (other than the exception identified
                    for
                    Exception Mortgage Loans) or the Third-Party Underwriting Guidelines,
                    as
                    applicable; such title is free and clear of any adverse liens
                    or
                    encumbrances, except the lien of any blanket mortgage;

                   

                  (iv)
The
                    Company has the right under the terms of the Mortgage Note, Pledge
                    Agreement and Recognition Agreement to pay any maintenance charges
                    or
                    assessments owed by the Mortgagor; and 

                   

                  (v)  Each
                    Stock Power (i) has all signatures guaranteed or (ii) if all
                    signatures
                    are not guaranteed, then such Cooperative Shares will be transferred
                    by
                    the stock transfer agent of the Cooperative if the Company undertakes
                    to
                    convert the ownership of the collateral securing the related
                    Cooperative
                    Loan; 

                


        

      

    

     

    
      	
            	(tt)      
              	
              Delivery
                of Custodial Mortgage Files.
                

               

              The Mortgage Note, Assignment
                of Mortgage
                and any other documents required to be delivered by the Company have
                been
                delivered to the Custodian in accordance with this Agreement. The
                Company
                is in possession of a complete, true and accurate Retained Mortgage
                File
                in compliance with Exhibit C, except for such documents the originals
                of
                which have been delivered to the Custodian or for such documents
                where the
                originals of which have been sent for recordation;
                

            


    

     

    
      
        
        

      

      
        37

        
          

        

      

      
        
        

      

    

     

    
      	
            	(uu)   
              	
              Credit
                Reporting. 

               

              With respect to each Mortgage
                Loan, the
                Company has furnished complete information on the related borrower
                credit
                files to Equifax, Experian and Trans Union Credit Information Company,
                in
                accordance with the Fair Credit Reporting Act and its implementing
                regulations;

            


    

     

    
      	
            	(vv)   
              	
              Contents
                of Retained Mortgage File.
                

               

              The Retained Mortgage File contains
                the
                Mortgage Loan Documents listed as items 6 through 12 of Exhibit C
                attached
                hereto, except for such documents where the originals of which have
                been
                sent for recordation; 

            


    

     

    
      	
            	(ww)  
              	
              Pledged
                Asset Mortgage Loan.
                

               

              With respect to a Pledged Asset
                Mortgage
                Loan:

               

              (i)   
The
                Pledge Holder has a rating of at least “AA” (or the equivalent) or better
                from at least two Rating Agencies and the Pledge Holder is obligated
                to
                give the beneficiary of each Letter of Credit at least sixty (60)
                days
                notice of any non-renewal of any Letter of Credit;

               

              (ii) 
With
                respect to each Pledged Asset
                Mortgage Loan, the Company is the named beneficiary and no Person
                has
                drawn any funds against such Letter of Credit; 

               

              
                (iii) 
                  Each Letter of Credit is for an amount at least equal to an LTV
                  of 20% of
                  the lower of the purchase price or the Appraised Value of the related
                  Mortgaged Property;

              

               

              (iv)  As
                of the Closing Date, the Company has complied with all the requirements
                of
                any Letter of Credit, and each Letter of Credit is a valid and enforceable
                obligation of the Pledge Holder;

               

              (v)  The
                Company has the right to draw on each Letter of Credit if the related
                Pledged Asset Mortgage Loan becomes ninety (90) days or more delinquent
                and to apply such proceeds as a partial prepayment
                thereon;

               

              (vi)  The
                Company has not received notice of any non-renewal of any Letter
                of
                Credit;

               

              (vii) Upon
                a default by the Pledge Holder, the Company will have a perfected
                first
                priority security interest in the assets pledged to secure the Letter
                of
                Credit and has the right to obtain possession thereof and the right
                to
                liquidate such assets and apply the proceeds thereof to prepay the
                related
                Pledged Asset Mortgage Loan; and 

            


    

     

    
      
        
        

      

      
        38

        
          

        

      

      
        
        

      

    

    
      
         

        
          	
                	   
                  	
                  (viii)  
                    The
                    Letter of Credit is required to be in effect (either for its
                    original term
                    or through renewal) until such time as all amounts owed under the
                    related Pledged Asset Mortgage Loan by the related Mortgagor
                    are less than
                    80% of the lesser of the Purchase Price or the Appraised Value
                    of the
                    related Mortgaged
                    Property;

                


        

      

       

      
        	
              	(xx)   
                	
                Indiana.

                 

                There is no Mortgage Loan that
                  was
                  originated on or after January 1, 2005, which is a “high cost home loan”
                  as defined under the Indiana Home Loan Practices Act (I.C. 24-9);
                  and

              


      

    

    


    
      	
            	(yy)  
              	
              Leasehold
                Estate. 

               

              With respect to each Mortgage
                Loan secured
                in whole or in part by the interest of the Mortgagor as a lessee
                under a
                ground lease of the related Mortgaged Property (a “Ground Lease”) and not
                by a fee interest in such Mortgaged Property: 

               

              (i) The
                Mortgagor is the owner of a valid and subsisting interest as tenant
                under
                the Ground Lease; 

               

              (ii) The Ground Lease is in full
                force and
                effect;

               

              (iii) The
                Mortgagor is not in default under any provision of the
                lease;

               

              (iv) The
                lessor under the Ground Lease is not in default under any of the
                terms or
                provisions thereof on the part of the lessor to be observed or
                performed;

            


    

     

    
      
        
        

      

      
        39

        
          

        

      

      
        
        

      

    

    
       

      
        	
              	            	(v) The term of the Ground Lease
                exceeds the
                maturity date of the related Mortgage Loan by at least five (5) years;
                


      

      
         

        
          	
                	         
                     	(vi) The Mortgagee under the Mortgage
                  Loan is
                  given at least sixty (60) days’ notice of any default and an opportunity
                  to cure any defaults under the Ground Lease or to take over the
                  Mortgagor’s rights under the Ground Lease; 



        

        
           

          
            	
                  	         
                       	(vii) The Ground Lease does not
                    contain any
                    default provisions that could result in forfeiture or termination
                    of the
                    Ground Lease except for non-payment of the Ground Lease or a
                    court
                    order;


          

          
             

            
              	
                    	         
                         	(viii) The Ground Lease provides
                      that the
                      leasehold can be transferred, mortgaged and sublet an unlimited
                      number of
                      times either without restriction or on payment of a reasonable
                      fee and
                      delivery of reasonable documentation to the lessor;



            

            
               

              
                	
                      	            	(ix) The Ground Lease or
                        a memorandum thereof
                        has been recorded and by its terms permits the leasehold
                        estate to be
                        mortgaged; and


              

              
                 

                
                  	
                        	         
                             	(x) The execution, delivery
                          and performance of
                          the Mortgage do not require consent (other than those consents
                          which have
                          been obtained and are in full force and effect) under,
                          and will not
                          contravene any provision of or cause a default under, the
                          Ground
                          Lease.


                

              

            

          

        

      

    

     

    Section
      3.03 Repurchase. 

     

    It
      is
      understood and agreed that the representations and warranties set forth in
      Sections 3.01 and 3.02 shall survive the sale of the Mortgage Loans to the
      Purchaser and the delivery of the applicable Mortgage Loan Documents to the
      Custodian and shall inure to the benefit of the Purchaser, notwithstanding
      any
      restrictive or qualified endorsement on any Mortgage Note or Assignment of
      Mortgage or the examination or failure to examine any Custodial Mortgage File
      or
      Retained Mortgage File. Upon discovery by either the Company 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 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
      ninety (90) days of the earlier of either discovery by or notice to the Company
      of any breach of a representation or warranty which materially and adversely
      affects the value of the Mortgage Loans, the Company shall use its best efforts
      promptly to cure such breach in all material respects and, if such breach cannot
      be cured, the Company shall, at the Purchaser's option, repurchase such Mortgage
      Loan at the Repurchase Price. In the event that a breach shall involve any
      representation or warranty set forth in Section 3.01, and such breach cannot
      be
      cured within
      ninety (90) days of the earlier of either discovery by or notice to the Company
      of such breach, all of the Mortgage Loans shall, at the Purchaser's option,
      be
      repurchased by the Company at the Repurchase Price. However, if the breach
      shall
      involve a representation or warranty set forth in Section 3.02 and the Company
      discovers or receives notice of any such breach within 120 days of the Closing
      Date, the Company shall, if the breach cannot be cured, at the Purchaser's
      option and provided that the Company has a Qualified Substitute Mortgage Loan,
      rather than repurchase the Mortgage Loan as provided above, remove such Mortgage
      Loan (a "Deleted Mortgage Loan") and substitute in its place a Qualified
      Substitute Mortgage Loan or Loans, provided that any such substitution shall
      be
      effected not later than 120 days after the Closing Date. If the Company has
      no
      Qualified Substitute Mortgage Loan, it shall repurchase the deficient Mortgage
      Loan within ninety (90) days of the written notice of the breach or the failure
      to cure, whichever is later. Any repurchase of a Mortgage Loan or Loans pursuant
      to the foregoing provisions of this Section 3.03 shall be accomplished by
      deposit in the Custodial Account of the amount of the Repurchase Price for
      distribution to Purchaser on the Remittance Date immediately following the
      Principal Prepayment Period in which such Repurchase Price is received, after
      deducting therefrom any amount received in respect of such repurchased Mortgage
      Loan or Loans and being held in the Custodial Account for future distribution.
      

     

    
      
        
        

      

      
        40

        
          

        

      

      
        
        

      

    

     

    At
      the
      time of repurchase or substitution, the Purchaser and the Company shall arrange
      for the reassignment of the Deleted Mortgage Loan to the Company and the
      delivery to the Company of any documents held by the Custodian relating to
      the
      Deleted Mortgage Loan. If the Company repurchases a Mortgage Loan that is a
      MERS
      Mortgage Loan, the Company shall cause MERS to designate on the MERS System to
      remove the Purchaser as the beneficial holder with respect to such Mortgage
      Loan. In the event of a repurchase or substitution, the Company shall,
      simultaneously with such reassignment, give written notice to the Purchaser
      that
      such repurchase or substitution has taken place, amend the respective Mortgage
      Loan Schedule to reflect the withdrawal of the Deleted Mortgage Loan from this
      Agreement, and, in the case of substitution, identify a Qualified Substitute
      Mortgage Loan and amend the respective Mortgage Loan Schedule to reflect the
      addition of such Qualified Substitute Mortgage Loan to this Agreement. In
      connection with any such substitution, the Company shall be deemed to have
      made
      as to such Qualified Substitute Mortgage Loan the representations and warranties
      set forth in this Agreement except that all such representations and warranties
      set forth in this Agreement shall be deemed made as of the date of such
      substitution. The Company shall effect such substitution by delivering to the
      Custodian for such Qualified Substitute Mortgage Loan the documents required
      by
      Section 2.03, with the Mortgage Note endorsed as required by Section 2.03.
      No
      substitution will be made in any calendar month after the Determination Date
      for
      such month. The Company shall deposit in the Custodial Account the Monthly
      Payment less the Servicing Fee due on such Qualified Substitute Mortgage Loan
      or
      Loans in the month following the date of such substitution. Monthly Payments
      due
      with respect to Qualified Substitute Mortgage Loans in the month of substitution
      shall be retained by the Company. With respect to any Deleted Mortgage Loan,
      distributions to Purchaser shall include the Monthly Payment due on any Deleted
      Mortgage Loan in the month of substitution, and the Company shall thereafter
      be
      entitled to retain all amounts subsequently received by the Company in respect
      of such Deleted Mortgage Loan. 

     

    
      
        
        

      

      
        41

        
          

        

      

      
        
        

      

    

     

    For
      any
      month in which the Company substitutes a Qualified Substitute Mortgage Loan
      for
      a Deleted Mortgage Loan, the Company shall determine the amount (if any) by
      which the aggregate principal balance of all Qualified Substitute Mortgage
      Loans
      as of the date of substitution is less than the aggregate Stated Principal
      Balance of all Deleted Mortgage Loans (after application of scheduled principal
      payments due in the month of substitution). The amount of such shortfall shall
      be distributed by the Company in the month of substitution pursuant to Section
      5.01. Accordingly, on the date of such substitution, the Company shall deposit
      from its own funds into the Custodial Account an amount equal to the amount
      of
      such shortfall. 

     

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

     

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

     

    


    ARTICLE
      IV 

     

    ADMINISTRATION
      AND SERVICING OF MORTGAGE LOANS 

     

    Section
      4.01 Company
      to Act as Servicer.
      

     

    The
      Company, as an independent contractor, shall service and administer the Mortgage
      Loans and shall have full power and authority, acting alone or through the
      utilization of a Subservicer or a Subcontractor, to do any and all things in
      connection with such servicing and administration which the Company may deem
      necessary or desirable, consistent with the terms of this Agreement and with
      Accepted Servicing Practices. The Company shall be responsible for any and
      all
      acts of a Subservicer and a Subcontractor, and the Company’s utilization of a
      Subservicer or a Subcontractor shall in no way relieve the liability of the
      Company under this Agreement. 

     

    
      
        
        

      

      
        42

        
          

        

      

      
        
        

      

    

     

    Consistent
      with the terms of this Agreement, the Company 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
      Company's reasonable and
      prudent determination such waiver, modification, postponement or indulgence
      is
      not materially adverse to the Purchaser, provided, however, the Company shall
      not make any future advances, other than Servicing Advances, with respect to
      a
      Mortgage Loan; and provided further, that the Company shall not, unless it
      has
      first obtained the consent of the Purchaser, permit any modification with
      respect to any Mortgage Loan that would change the Mortgage Interest Rate,
      defer
      or forgive the payment of principal (except for actual payments of principal),
      reduce or increase the outstanding principal balance (except for reductions
      resulting from actual payments of principal), accept a deed in lieu of
      foreclosure or change the final maturity date on such Mortgage Loan or accept
      substitution of additional collateral or release any collateral for a Mortgage
      Loan. The Company shall request written consent from the Purchaser to permit
      such a modification and the Purchaser shall provide written consent or notify
      the Company of its objection to such modification within three (3) Business
      Days
      of its receipt of the Company's request. In the event of any such modification
      which permits the deferral of interest or principal payments on any Mortgage
      Loan, the Company shall, on the Business Day immediately preceding the
      Remittance Date in any month in which any such principal or interest payment
      has
      been deferred, deposit in the Custodial Account from its own funds, in
      accordance with Section 5.03, the difference between (a) such month's principal
      and one month's interest at the Mortgage Loan Remittance Rate on the unpaid
      principal balance of such Mortgage Loan and (b) the amount paid by the
      Mortgagor. The Company shall be entitled to reimbursement for such advances
      to
      the same extent as for all other advances made pursuant to Section 5.03. Without
      limiting the generality of the foregoing, the Company 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 Properties. If reasonably
      required by the Company, the Purchaser shall furnish the Company with any powers
      of attorney and other documents necessary or appropriate to enable the Company
      to carry out its servicing and administrative duties under this Agreement.
      

    


    The
      Company is authorized and empowered by the Purchaser, in its own name, when
      the
      Company believes it appropriate in its reasonable judgment to register any
      Mortgage Loan on the MERS System, or cause the removal from MERS registration
      of
      any Mortgage Loan on the MERS System, to execute and deliver, on behalf of
      the
      Purchaser, any and all instruments of assignment and other comparable
      instruments with respect to such assignment or re-recording of a Mortgage in
      the
      name of MERS, solely as nominee for the Purchaser and its successors and
      assigns. 

     

    In
      servicing and administering the Mortgage Loans, the Company shall 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 Servicing Practices
      where such practices do not conflict with the requirements of this Agreement,
      and the Purchaser's reliance on the Company. 

     

    The
      Company shall cause to be maintained for each Cooperative Loan a copy of the
      financing statements and shall file and such financing statements and
      continuation statements as necessary, in accordance with the Uniform Commercial
      Code applicable in the jurisdiction in which
      the
      related Cooperative Apartment is located, to perfect and protect the security
      interest and lien of the Purchaser. 

     

    
      
        
        

      

      
        43

        
          

        

      

      
        
        

      

    

     

    Section
      4.02 Liquidation
      of Mortgage Loans.
      

     

    In
      the
      event that any payment due under any Mortgage Loan and not postponed pursuant
      to
      Section 4.01 is not paid when the same becomes due and payable, or in the event
      the Mortgagor fails to perform any other covenant or obligation under the
      Mortgage Loan and such failure continues beyond any applicable grace period,
      the
      Company shall take such action as (1) the Company would take under similar
      circumstances with respect to a similar mortgage loan held for its own account
      for investment, (2) shall be consistent with Accepted Servicing Practices,
      (3)
      the Company shall determine prudently to be in the best interest of Purchaser,
      and (4) is consistent with any related PMI Policy. In the event that any payment
      due under any Mortgage Loan is not postponed pursuant to Section 4.01 and
      remains delinquent for a period of 90 days or any other default continues for
      a
      period of ninety (90) days beyond the expiration of any grace or cure period,
      the Company shall (a) act in the best interests of the Purchaser, (b) commence
      foreclosure proceedings, provided that the Company shall not commence
      foreclosure proceedings if it receives a written notice from the Purchaser
      objecting to such action, no later than the third Business Day prior to such
      commencement and (c) respond to reasonable inquiries of the Purchaser with
      respect to the Mortgage Loan or related REO Property. Furthermore, the Purchaser
      may instruct the Company to commence foreclosure proceedings on any Mortgage
      Loan for which any payment remains delinquent for a period of 120 days or more
      and shall periodically advise the Purchaser, upon receipt of written request,
      of
      the status of such foreclosure proceedings and shall follow the Purchaser’s
      instruction in connection therewith. In the event the Purchaser objects to
      such
      foreclosure action, the Company shall cease foreclosure actions and shall not
      be
      required to make Monthly Advances with respect to such Mortgage Loan, pursuant
      to Section 5.03, and the Company's obligation to make such Monthly Advances
      shall terminate on the 90th day referred to above. In such connection, the
      Company shall from its own funds make all necessary and proper Servicing
      Advances, provided, however, that the Company shall not be required to expend
      its own funds in connection with any foreclosure or towards the restoration
      or
      preservation of any Mortgaged Property, unless it shall determine (a) that
      such
      preservation, restoration and/or foreclosure will increase the proceeds of
      liquidation of the Mortgage Loan to Purchaser after reimbursement to itself
      for
      such expenses and (b) that such expenses will be recoverable by it either
      through Liquidation Proceeds (respecting which it shall have priority for
      purposes of withdrawals from the Custodial Account pursuant to Section 4.05)
      or
      through Insurance Proceeds (respecting which it shall have similar priority).
      

     

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

     

    
      
        
        

      

      
        44

        
          

        

      

      
        
        

      

    

     

    After
      reviewing the environmental inspection report, the Purchaser shall determine
      how
      the Company shall proceed with respect to the Mortgaged Property. In the event
      (a) the environmental inspection report indicates that the Mortgaged Property
      is
      contaminated by hazardous or toxic substances or wastes and (b) the Purchaser
      directs the Company to proceed with foreclosure or acceptance of a deed in
      lieu
      of foreclosure, the Company shall be reimbursed for all reasonable costs
      associated with such foreclosure or acceptance of a deed in lieu of foreclosure
      and any related environmental clean up costs, as applicable, from the related
      Liquidation Proceeds, or if the Liquidation Proceeds are insufficient to fully
      reimburse the Company, the Company shall be entitled to be reimbursed from
      amounts in the Custodial Account pursuant to Section 4.05 hereof. In the event
      the Purchaser directs the Company not to proceed with foreclosure or acceptance
      of a deed in lieu of foreclosure, the Company shall be reimbursed for all
      Servicing Advances made with respect to the related Mortgaged Property from
      the
      Custodial Account pursuant to Section 4.05 hereof. 

     

    Section
      4.03 Collection
      of Mortgage Loan Payments.
      

     

    Continuously
      from the date hereof until the principal and interest on all Mortgage Loans
      are
      paid in full, the Company shall proceed diligently to collect all payments
      due
      under each of the Mortgage Loans when the same shall become due and payable
      and
      shall take special care in ascertaining and estimating Escrow Payments and
      all
      other charges that will become due and payable with respect to the Mortgage
      Loan
      and the Mortgaged Property, to the end that the installments payable by the
      Mortgagors will be sufficient to pay such charges as and when they become due
      and payable. 

     

    Section
      4.04 Establishment
      of and Deposits to Custodial Account.
      

     

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


     

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

     

    (i)
      all
      payments on account of principal on the Mortgage Loans, including all Principal
      Prepayments; 

     

    
      
        
        

      

      
        45

        
          

        

      

      
        
        

      

    

     

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

     

    (iii)     
      all Liquidation Proceeds; 

     

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

     

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

     

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

     

    (vii)    
      any amounts payable in connection with the repurchase of any Mortgage Loan
      pursuant to Section 3.03 and all amounts required to be  deposited by the
      Company in connection with a shortfall in principal amount of any Qualified
      Substitute Mortgage Loan pursuant to  Section 3.03; 

     

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

     

    (ix)     
      any amounts required to be deposited by the Company pursuant to Section 4.11
      in
      connection with the deductible clause in any blanket hazard insurance
      policy;

     

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

     

    (xi)    
       with
      respect to Buydown Mortgage Loans and Subsidy Loans, an amount from the Escrow
      Account that when added to the amount received from the Mortgagor for such
      month, equal the full Monthly Payment due under the related Mortgage Note;
      and


     

    (xii)    
       with
      respect to Pledged Asset Mortgage Loans, any amount required to be deposited
      pursuant to Section 4.26 of this Agreement. 

     

    The
      foregoing requirements for deposit into the Custodial Account shall be
      exclusive, it being understood and agreed that, without limiting the generality
      of the foregoing, payments in the nature of late payment charges and assumption
      fees, to the extent permitted by Section 6.01, need not be deposited by the
      Company into the Custodial Account. Any interest paid on funds deposited in
      the
      Custodial Account by the depository institution shall accrue to the benefit
      of
      the Company
      and the Company shall be entitled to retain and withdraw such interest from
      the
      Custodial Account pursuant to Section 4.05. 

     

    
      
        
        

      

      
        46

        
          

        

      

      
        
        

      

    

     

    Section
      4.05 Permitted
      Withdrawals From Custodial Account.
      

     

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

     

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

     

    (ii) 
       to reimburse itself for Monthly Advances of the Company's funds made
      pursuant to Section 5.03, the Company's right to reimburse itself pursuant
      to
      this sub clause (ii) being limited to amounts received on the related Mortgage
      Loan which represent late Monthly Payments, Liquidation Proceeds, Condemnation
      Proceeds, Insurance Proceeds and such other amounts as may be collected by
      the
      Company respecting which any such advance was made, it being understood that,
      in
      the case of any such reimbursement, the Company's right thereto shall be prior
      to the rights of Purchaser, except that, where the Company is required to
      repurchase a Mortgage Loan pursuant to Section 3.03 or 6.02, the Company's
      right
      to such reimbursement shall be subsequent to the payment to the Purchaser of
      the
      Repurchase Price pursuant to such sections and all other amounts required to
      be
      paid to the Purchaser with respect to such Mortgage Loan; 

     

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

     

    


    (iv)  
      to pay itself interest on funds deposited in the Custodial Account;


     

    


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

     

    


    (vi) 
      to pay any amount required to be paid pursuant to Section 4.16 related to any
      REO Property, it being understood that, in the case of any such expenditure
      or
      withdrawal related to a particular REO Property, the amount of such expenditure
      or
      withdrawal from the Custodial Account shall be limited to amounts on deposit
      in
      the Custodial Account with respect to the related REO Property; 

     

    
      
        
        

      

      
        47

        
          

        

      

      
        
        

      

    

     

    (vii)
      to
      reimburse itself for any Servicing Advances or REO expenses after liquidation
      of
      the Mortgaged Property not otherwise reimbursed above; 

     

    (viii)
      to
      remove funds inadvertently placed in the Custodial Account by the Company;
      and


     

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

     

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

     

    Section
      4.06 Establishment
      of and Deposits to Escrow Account.
      

     

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

     

    The
      Company shall deposit in the Escrow Account or Accounts within two (2) Business
      Days of Company’s receipt, 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; 

     

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

     

    (iii)
      all
      payments on account of Buydown Funds; and 

     

    (iv)
      all
      Servicing Advances for Mortgagors whose Escrow Payments are insufficient to
      cover escrow disbursements. 

     

    
      
        
        

      

      
        48

        
          

        

      

      
        
        

      

    

     

    The
      Company shall make withdrawals from the Escrow Account only to effect such
      payments as are required under this Agreement, as set forth in Section 4.07.
      The
      Company 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. To the extent required by
      law, the Company shall pay interest on escrowed funds to the Mortgagor
      notwithstanding that the Escrow Account may be non-interest bearing or that
      interest paid thereon is insufficient for such purposes. 

     

    Section
      4.07 Permitted
      Withdrawals From Escrow Account.
      

     

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


     

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

     

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

     

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

     

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

     

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

     

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

     

    (vii)
      to
      remove funds inadvertently placed in the Escrow Account by the Company;


     

    (viii)
      to
      transfer payment on account of Buydown Funds and/or Subsidy Funds to the
      Custodial Account, as applicable; and 

     

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

     

    Section
      4.08 Payment
      of Taxes, Insurance and Other Charges.
      

     

    With
      respect to each Mortgage Loan, the Company shall maintain accurate records
      reflecting the status of ground rents, taxes, assessments, water rates, sewer
      rents, and other charges which are or may become a lien upon the Mortgaged
      Property and the status of PMI Policy
      premiums and fire and hazard insurance coverage and shall obtain, from time
      to
      time, all bills for the payment of such charges (including renewal premiums)
      and
      shall effect payment thereof prior to the applicable penalty or termination
      date, employing for such purpose deposits of the Mortgagor in the Escrow Account
      which shall have been estimated and accumulated by the Company in amounts
      sufficient for such purposes, as allowed under the terms of the Mortgage. The
      Company assumes full responsibility for the timely payment of all such bills
      and
      shall effect timely payment of all such charges irrespective of each Mortgagor's
      faithful performance in the payment of same or the making of the Escrow
      Payments, and the Company shall make advances from its own funds to effect
      such
      payments. 

     

    
      
        
        

      

      
        49

        
          

        

      

      
        
        

      

    

    


    Section
      4.09 Protection
      of Accounts.
      

     

    The
      Company may transfer the Custodial Account, Subsidy Account or the Escrow
      Account to a different Qualified Depository from time to time, provided that
      the
      Company shall give notice to the Purchaser of such transfer. 

     

    Section
      4.10 Maintenance
      of Hazard Insurance.
      

     

    The
      Company shall cause to be maintained for each Mortgage Loan hazard insurance
      such that all buildings upon the Mortgaged Property are insured by an insurer
      acceptable to Fannie Mae or Freddie Mac against loss by fire, hazards of
      extended coverage and such other hazards as are customary in the area where
      the
      Mortgaged Property is located, in an amount which is at least equal to the
      lesser of (i) 100% of the insurable value, on a replacement cost basis, of
      the
      improvements on the related Mortgaged Property and (ii) the greater of (a)
      the
      outstanding principal balance of the Mortgage Loan or (b) an amount such that
      the proceeds of such insurance shall be sufficient to prevent the application
      to
      the Mortgagor or the loss payee of any coinsurance clause under the policy.
      In
      the event a hazard insurance policy shall be in danger of being terminated,
      or
      in the event the insurer shall cease to be acceptable to Fannie Mae or Freddie
      Mac, the Company shall notify the Purchaser and the related Mortgagor, and
      shall
      use its best efforts, as permitted by applicable law, to obtain from another
      qualified insurer a replacement hazard insurance policy substantially and
      materially similar in all respects to the original policy. In no event, however,
      shall a Mortgage Loan be without a hazard insurance policy at any time, subject
      only to Section 4.11 hereof. 

     

    If
      the
      related Mortgaged Property is located in an area identified 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 with a generally acceptable insurance carrier acceptable to Fannie
      Mae or Freddie Mac in an amount representing coverage equal to the lesser of
      (i)
      the minimum amount required, under the terms of coverage, to compensate for
      any
      damage or loss on a replacement cost basis (or the unpaid balance of the
      mortgage if replacement cost coverage is not available for the type of building
      insured) and (ii) the maximum amount of insurance which is available under
      the
      Flood Disaster Protection Act of 1973, as amended. If at any time during the
      term of the Mortgage Loan, the Company determines in accordance with the
      applicable law and pursuant to the Fannie Mae or Freddie Mac guide, that the
      Mortgaged Property is located in a special flood hazard area and is not covered
      by flood insurance or is covered
      in an amount less than the amount required by the Flood Disaster Protection
      Act
      of 1973, as amended, the Company shall notify the related Mortgagor that the
      Mortgagor must obtain such flood insurance coverage, and if the Mortgagor fails
      to obtain the required flood insurance coverage within forty-five (45) days
      after such notification, the Company shall force place the required flood
      insurance on the Mortgagor's behalf. 

     

    
      
        
        

      

      
        50

        
          

        

      

      
        
        

      

    

    


    If
      a
      Mortgage is secured by a unit in a condominium project, the Company shall verify
      that the coverage required of the owner's association, including hazard, flood,
      liability, and fidelity coverage, is being maintained in accordance with then
      current Fannie Mae requirements, and secure from the owner's association its
      agreement to notify the Company promptly of any change in the insurance coverage
      or of any condemnation or casualty loss that may have a material effect on
      the
      value of the Mortgaged Property as security. 

     

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

     

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

     

    The
      Company shall not interfere with the Mortgagor's freedom of choice in selecting
      either his insurance carrier or agent, provided, however, that the Company
      shall
      not accept any such insurance policies from insurance companies unless such
      companies are acceptable to Fannie Mae and Freddie Mac and are licensed to
      do
      business in the jurisdiction in which the Mortgaged Property is located. The
      Company shall determine that such policies provide sufficient risk coverage
      and
      amounts, that they insure the property owner, and that they properly describe
      the property address. 

     

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

    


    Section
      4.11 Maintenance
      of Mortgage Impairment Insurance.
      

    


    In
      the
      event that the Company shall obtain and maintain a blanket policy insuring
      against losses arising from fire and hazards covered under extended coverage
      on
      all of the Mortgage Loans, then, to the extent such policy provides coverage
      in
      an amount equal to the amount required pursuant to Section 4.10 and otherwise
      complies with all other requirements of Section 4.10,
      it
      shall conclusively be deemed to have satisfied its obligations as set forth
      in
      Section 4.10. The Company shall prepare and make any claims on the blanket
      policy as deemed necessary by the Company in accordance with Accepted Servicing
      Practices. Any amounts collected by the Company under any such policy relating
      to a Mortgage Loan shall be deposited in the Custodial Account subject to
      withdrawal pursuant to Section 4.05. Such policy may contain a deductible
      clause, in which case, in the event that there shall not have been maintained
      on
      the related Mortgaged Property a policy complying with Section 4.10, and there
      shall have been a loss which would have been covered by such policy, the Company
      shall deposit in the Custodial Account at the time of such loss the amount
      not
      otherwise payable under the blanket policy because of such deductible clause,
      such amount to be deposited from the Company's funds, without reimbursement
      therefor. Upon request of the Purchaser, the Company shall cause to be delivered
      to such Purchaser a certificate of insurance 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 such Purchaser.
      

     

    
      
        
        

      

      
        51

        
          

        

      

      
        
        

      

    

    


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

    


    The
      Company shall maintain with responsible companies, at its own expense, a blanket
      Fidelity Bond and an Errors and Omissions Insurance Policy, with broad coverage
      on all officers, employees or other Persons acting in any capacity requiring
      such Persons to handle funds, money, documents or papers relating to the
      Mortgage Loans ("Company Employees"). Any such Fidelity Bond and Errors and
      Omissions Insurance Policy shall be in the form of the Mortgage Banker's Blanket
      Bond and shall protect and insure the Company against losses, including forgery,
      theft, embezzlement, fraud, errors and omissions and negligent acts of such
      Company Employees. Such Fidelity Bond and Errors and Omissions Insurance Policy
      also shall protect and insure the Company against losses in connection with
      the
      release or satisfaction of a Mortgage Loan without having obtained payment
      in
      full of the indebtedness secured thereby. No provision of this Section 4.12
      requiring such Fidelity Bond and Errors and Omissions Insurance Policy shall
      diminish or relieve the Company from its duties and obligations as set forth
      in
      this Agreement. The minimum coverage under any such Fidelity Bond and Errors
      and
      Omissions Insurance Policy shall be acceptable to Fannie Mae or Freddie Mac.
      Upon the request of any Purchaser, the Company shall cause to be delivered
      to
      such Purchaser a certificate of insurance for such Fidelity Bond and Errors
      and
      Omissions Insurance Policy and a statement from the surety and the insurer
      that
      such Fidelity Bond and Errors and Omissions Insurance Policy shall in no event
      be terminated or materially modified without thirty (30) days' prior written
      notice to the Purchaser. 

    


    Section
      4.13 Inspections.
      

    


    If
      any
      Mortgage Loan is more than sixty (60) days delinquent and the Company has not
      entered into any temporary alternative repayment arrangements with the related
      Mortgagor, the Company or its agent shall inspect the Mortgaged Property in
      accordance with Accepted Servicing Practices or as may be required by the
      primary mortgage guaranty insurer, to assure that the value of the Mortgaged
      Property is being preserved. The Company shall keep a record of each such
      inspection and, upon request, shall provide the Purchaser with an electronic
      report of each such inspection. 

     

    
      
        
        

      

      
        52

        
          

        

      

      
        
        

      

    

     

    Section
      4.14 Restoration
      of Mortgaged Property.
      

     

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

     

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


     

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

     

    (iii) 
      the Company shall verify that the Mortgage Loan is not in default; and


     

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

     

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

     

    Section
      4.15 Maintenance
      of PMI Policy; Claims.
      

     

    Except
      as
      indicated on the related Data File, for each Mortgage Loan with an LTV in excess
      of 80% at the time of origination, the Company shall, without any cost to the
      Purchaser maintain or cause the Mortgagor to maintain in full force and effect
      a
      PMI Policy insuring the portion of the unpaid principal balance of the Mortgage
      Loan as to payment defaults. If the Mortgage Loan is insured by a PMI Policy
      for
      which the Mortgagor pays all premiums, the coverage will remain in place until
      (i) the LTV decreases to 78% or (ii) the PMI Policy is otherwise terminated
      pursuant to the Homeowners Protection Act of 1998, 12 USC §4901, et seq. In the
      event that such PMI Policy shall be terminated other than as required by law,
      the Company shall obtain from another Qualified Insurer a comparable replacement
      policy, with a total coverage equal to the remaining coverage of such terminated
      PMI Policy. If the insurer shall cease to be a Qualified Insurer, the Company
      shall determine whether recoveries under the PMI Policy are jeopardized for
      reasons related to the financial condition of such insurer, it being understood
      that the Company shall in no event have any responsibility or liability for
      any
      failure to recover under the PMI Policy for such reason. If the Company
      determines that recoveries are so jeopardized, it shall notify the Purchaser
      and
      the Mortgagor, if required, and obtain from another Qualified Insurer a
      replacement insurance policy. The Company shall not take any action which would
      result in noncoverage under any applicable PMI Policy of any loss which, but
      for
      the actions of the Company would have been covered thereunder. In connection
      with any assumption or substitution agreement entered into or to be entered
      into
      pursuant to Section 6.01, the
      Company shall promptly notify the insurer under the related PMI Policy, if
      any,
      of such assumption or substitution of liability in accordance with the terms
      of
      such PMI Policy and shall take all actions which may be required by such insurer
      as a condition to the continuation of coverage under such PMI Policy. If such
      PMI Policy is terminated as a result of such assumption or substitution of
      liability, the Company shall obtain a replacement PMI Policy as provided above.
      

     

    
      
        
        

      

      
        53

        
          

        

      

      
        
        

      

    

     

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

     

    Section
      4.16 Title,
      Management and Disposition of REO Property.
      

     

    Subject
      to Section 4.02, in the event that title to any Mortgaged Property is acquired
      in foreclosure or by deed in lieu of foreclosure, the deed or certificate of
      sale shall be taken in the name of the Purchaser or the Purchaser's designee,
      or
      in the event the Purchaser is not authorized or permitted to hold title to
      real
      property in the state where the REO Property is located, or would be adversely
      affected under the "doing business" or tax laws of such state by so holding
      title, the deed or certificate of sale shall be taken in the name of such Person
      or Persons as shall be consistent with an Opinion of Counsel obtained by the
      Company from any attorney duly licensed to practice law in the state where
      the
      REO Property is located. The Person or Persons holding such title other than
      the
      Purchaser shall acknowledge in writing that such title is being held as nominee
      for the Purchaser.  

     

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

     

    The
      Company shall use its best efforts to dispose of the REO Property as soon as
      possible and shall sell such REO Property in any event prior to the close of
      the
      third calendar year beginning after the year in which title has been taken
      to
      such REO Property, unless (i) a REMIC election has not been made with respect
      to
      the arrangement under which the Mortgage Loans and the REO Property are held,
      and (ii) the Company determines that a longer period is necessary for the
      orderly liquidation of such REO Property. If a period longer than three years
      is
      permitted under the foregoing sentence, (i) the Company shall report monthly
      to
      the Purchaser as to the progress being made in selling such REO Property and
      (ii) if a purchase money mortgage is taken
      in
      connection with such sale, such purchase money mortgage (1) shall name the
      Company as mortgagee, and (2) shall not be held pursuant to this Agreement.
      

     

    
      
        
        

      

      
        54

        
          

        

      

      
        
        

      

    

    


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


     

    The
      disposition of REO Property shall be carried out by the Company at such price,
      and upon such terms and conditions, as the Company deems to be in the best
      interests of the Purchaser; provided, however, that the Company, prior to any
      such disposition, shall notify the Purchaser in writing of such price, terms
      and
      conditions and shall proceed with such disposition only if the Company is not
      otherwise directed by the Purchaser, in a writing delivered to the Company,
      not
      later than the second Business Day following the Company’s delivery of such
      notice to the Purchaser. The proceeds of sale of the REO Property shall be
      promptly deposited in the Custodial Account. As soon as practical thereafter
      the
      expenses of such sale shall be paid and the Company shall reimburse itself
      for
      any related unreimbursed Servicing Advances, unpaid Servicing Fees and
      unreimbursed advances made pursuant to Section 5.03. On the Remittance Date
      immediately following the Principal Prepayment Period in which such sale
      proceeds are received the net cash proceeds of such sale remaining in the
      Custodial Account shall be distributed to the Purchaser. 

     

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

     

    Section
      4.17 Real
      Estate Owned Reports.
      

     

    Together
      with the statement furnished pursuant to Section 5.02, the Company shall furnish
      to the Purchaser on or before the Remittance Date each month a statement with
      respect to any REO Property covering the operation of such REO Property for
      the
      previous month and the Company's efforts in connection with the sale of such
      REO
      Property and any rental of such REO Property incidental to the sale thereof
      for
      the previous month. That statement shall be accompanied by such other
      information available to the Company as the Purchaser shall reasonably request.
      

     

    
      
        
        

      

      
        55

        
          

        

      

      
        
        

      

    

     

    Section
      4.18 Liquidation
      Reports.
      

     

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

     

    Section
      4.19 Reports
      of Foreclosures and Abandonments of Mortgaged Property.
      

     

    Following
      the foreclosure sale or abandonment of any Mortgaged Property, the Company
      shall
      report such foreclosure or abandonment as required pursuant to Section 6050J
      of
      the Code. The Company shall file information reports with respect to the receipt
      of mortgage interest received in a trade or business and information returns
      relating to cancellation of indebtedness income with respect to any Mortgaged
      Property as required by the Code. Such reports shall be in form and substance
      sufficient to meet the reporting requirements imposed by the Code. 

     

    Section
      4.20 Application
      of Buydown Funds. 

     

    With
      respect to each Buydown Mortgage Loan, the Company shall have deposited into
      the
      Escrow Account, no later than the last day of the month, Buydown Funds in an
      amount equal to the aggregate undiscounted amount of payments that, when added
      to the amount the Mortgagor on such Mortgage Loan is obligated to pay on all
      Due
      Dates in accordance with the terms of the Buydown Agreement, is equal to the
      full scheduled Monthly Payments which are required to be paid by the Mortgagor
      under the terms of the related Mortgage Note (without regard to the related
      Buydown Agreement as if the Mortgage Loan were not subject to the terms of
      the
      Buydown Agreement). With respect to each Buydown Mortgage Loan, the Company
      will
      distribute to the Purchaser on each Remittance Date an amount of Buydown Funds
      equal to the amount that, when added to the amount required to be paid on such
      date by the related Mortgagor, pursuant to and in accordance with the related
      Buydown Agreement, equals the full Monthly Payment that would otherwise be
      required to be paid on such Mortgage Loan by the related Mortgagor under the
      terms of the related Mortgage Note (as if the Mortgage Loan were not a Buydown
      Mortgage Loan and without regard to the related Buydown Agreement).


     

    If
      the
      Mortgagor on a Buydown Mortgage Loan defaults on such Mortgage Loan during
      the
      Buydown Period and the Mortgaged Property securing such Buydown Mortgage Loan
      is
      sold in the liquidation thereof (either by the Company or the insurer under
      any
      related Primary Insurance Policy) the Company shall, on the Remittance Date
      following the date upon which Liquidation Proceeds or REO Disposition proceeds
      are received with respect to any such Buydown Mortgage Loan, distribute to
      the
      Purchaser all remaining Buydown Funds for such Mortgage Loan then remaining
      in
      the Escrow Account. Pursuant to the terms of each Buydown Agreement, any amounts
      distributed to the Purchaser in accordance with the preceding sentence will
      be
      applied to reduce the outstanding principal balance of the related Buydown
      Mortgage Loan. If a Mortgagor on a Buydown Mortgage Loan prepays such Mortgage
      Loan in its entirety during the related Buydown Period, the Company shall be
      required to withdraw from the Escrow Account any Buydown Funds remaining in
      the
      Escrow Account with respect to such Buydown Mortgage Loan in accordance with
      the
      related Buydown Agreement. If a principal prepayment by a Mortgagor on a Buydown
      Mortgage Loan during the related Buydown Period, together with any Buydown
      Funds
      then remaining in the Escrow Account related to such Buydown Mortgage Loan,
      would result in a principal prepayment of the entire unpaid principal balance
      of
      the Buydown
      Mortgage Loan, the Company shall distribute to the Purchaser on the Remittance
      Date occurring in the month immediately succeeding the month in which such
      Principal Prepayment is received, all Buydown Funds related to such Mortgage
      Loan so remaining in the Escrow Account, together with any amounts required
      to
      be deposited into the Custodial Account. 

     

    
      
        
        

      

      
        56

        
          

        

      

      
        
        

      

    

    


    Section
      4.21 Notification
      of Adjustments. 

    


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

     

    Section
      4.22 Confidentiality/Protection
      of Customer Information.
      

     

    The
      Company shall keep confidential and shall not divulge to any party, without
      the
      Purchaser's prior written consent, the price paid by the Purchaser for the
      Mortgage Loans, except to the extent that it is reasonable and necessary for
      the
      Company to do so in working with legal counsel, auditors, taxing authorities
      or
      other governmental agencies. Each party agrees that it shall comply with all
      applicable laws and regulations regarding the privacy or security of Customer
      Information and shall maintain appropriate administrative, technical and
      physical safeguards to protect the security, confidentiality and integrity
      of
      Customer Information, including maintaining security measures designed to meet
      the objectives of the Interagency Guidelines Establishing Standards for
      Safeguarding Customer Information, 66 Fed. Reg. 8616 (the “Interagency
      Guidelines”). For purposes of this Section, the term “Customer Information”
shall have the meaning assigned to it in the Interagency Guidelines.


     

    Section
      4.23 Fair
      Credit Reporting Act 

     

    The
      Company, in its capacity as servicer for each Mortgage Loan, agrees to fully
      furnish, in accordance with the Fair Credit Reporting Act and its implementing
      regulations, accurate and complete information (e.g., favorable and unfavorable)
      on its borrower credit files to Equifax, Experian and Trans Union Credit
      Information Company (three of the credit repositories), on a monthly basis.
      

     

    Section
      4.24 Establishment
      of and Deposits to Subsidy Account.

     

    The
      Company shall segregate and hold all Subsidy Funds collected and received
      pursuant to the Subsidy Loans separate and apart from any of its own funds
      and
      general assets and shall establish and maintain one or more Subsidy Accounts,
      in
      the form of time deposit or demand accounts, titled “Wells Fargo Bank, N.A., in
      trust for the Purchaser, its successors or assigns, and/or
      subsequent purchasers of Residential Mortgage Loans, and various Mortgagors.”
The Subsidy Account shall be an eligible deposit account established with an
      eligible institution.

     

    
      
        
        

      

      
        57

        
          

        

      

      
        
        

      

    

    


    The
      Company shall, from time to time, withdraw funds from the Subsidy Account for
      the following purposes: 

     

    (i)
      to
      deposit in the Custodial Account in the amounts and in the manner provided
      for
      in Section 4.04(xi); 

     

    (ii)
      to
      transfer funds to another eligible institution in accordance with Section 4.09
      hereof;

     

    (iii)
      to
      withdraw funds deposited in error; and

     

    (iv)
      to
      clear and terminate the Subsidy Account upon the termination of this Agreement.
      

     

    Notwithstanding
      anything to the contrary elsewhere in this Agreement, the Company may employ
      the
      Escrow Account as the Subsidy Account to the extent that the Company can
      separately identify any Subsidy Funds deposited therein. 

     

    
      
        
        

      

      
        58

        
          

        

      

      
        
        

      

    

     

    Section
      4.25 Letter
      of Credit Compliance.
      

    


    Notwithstanding
      any other provision of this Agreement, the Company shall comply with all the
      requirements of any Letter of Credit so as to assure the full benefit of such
      Letter of Credit to the Purchaser. 

     

    Section
      4.26 Letter
      of Credit Draws.
      

    


    The
      Company shall take all steps necessary to make draws under any Letter of Credit
      in accordance with the provisions thereof and shall draw on each Letter of
      Credit all amounts payable thereunder within the time frame required by the
      Letter of Credit or such shorter time within which the Company can effect such
      draw (not to exceed thirty (30) calendar days) of (i) the date the related
      Pledged Asset Mortgage Loan becomes ninety (90) days or more delinquent and
      (ii)
      the receipt of notice of non-renewal from the Pledge Holder at any time prior
      to
      the date that all amounts owed under the related Pledged Asset Mortgage Loan
      are
      less than or equal to 80% of the Appraised Value of the related Mortgaged
      Property. The Company shall notify the Purchaser promptly in writing upon
      receipt of notice from the Pledge Holder of non-renewal of any Letter of Credit.
      Upon receipt of any amounts as a result of a draw on a Letter of Credit because
      of the non-renewal of such Letter of Credit or as a result of the Pledged Asset
      Mortgage Loan continuing in default for ninety (90) or more days, the Company
      shall deposit such amounts in the Custodial Account and such amount shall be
      treated as a payment of principal. 

     

    Section
      4.27 Assignment
      of the Letter of Credit.
      

     

    Notwithstanding
      anything to the contrary in this Agreement (including, without limitation,
      the
      termination or transfer of the servicing rights and/or obligations of the
      Company pursuant to Articles X and XI hereof), the Company, as beneficiary
      under
      any Non-Assigned Letters of Credit, shall transfer and assign, at no cost to
      the
      Purchaser, each Non-Assigned Letter of Credit to the Purchaser in accordance
      with the provisions thereof within ten (10) days of such termination or
      transfer. In addition, the Company shall forward within one (1) Business Day
      of
      receipt any notice received of non-renewal of any Letter of Credit. Any funds
      received by the Company from draws on the Non-Assigned Letters of Credit after
      the Company is no longer the servicer hereunder shall be remitted by the Company
      to the successor servicer for deposit into the Custodial Account. 

     

    Within
      thirty (30) days of the related Closing Date, the Company, as beneficiary under
      any Letter of Credit, shall assign each Letter of Credit in blank and then
      deliver each such Letter of Credit to the Custodian. 

     

    Section
      4.28 Pledge
      Holder Defaults.
      

     

    Upon
      a
      default under the Letter of Credit by the Pledge Holder, the Company shall
      take
      possession of the assets securing the Letter of Credit and shall deposit such
      assets or the proceeds thereof in the Custodial Account and apply them as a
      prepayment of the related Pledged Asset Mortgage Loan. If such default described
      in the prior sentence occurs at any time that
      the
      Company is no longer the servicer of the related Pledged Asset Mortgage Loan,
      the Company shall, upon knowledge of such default or notice from the successor
      servicer of such default with respect to any Non-Assigned Letter of Credit
      forward such proceeds to the successor servicer for deposit into the Custodial
      Account. 

     

    
      
        
        

      

      
        59

        
          

        

      

      
        
        

      

    

    


    Section
      4.29 Use
      of
      Subservicers and Subcontractors.
      

    


    The
      Company shall not hire or otherwise utilize the services of any Subservicer
      to
      fulfill any of the obligations of the Company under this Agreement or any
      Reconstitution Agreement unless the Company complies with the provisions of
      paragraph (a) of this Section 4.29. The Company 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 Company under this Agreement or any Reconstitution
      Agreement unless the Company complies with the provisions of paragraph (b)
      of
      this Section 4.29. 

     

    (a)
      It
      shall not be necessary for the Company to seek the consent of the Purchaser
      or
      any Depositor to the utilization of any Subservicer. The Company shall cause
      any
      Subservicer used by the Company (or by any Subservicer) for the benefit of
      the
      Purchaser and any Depositor to comply with the provisions of this Section 4.29
      and with Sections 6.04, 6.06, 9.01(d)(iii), 9.01(d)(v), 9.01(d)(vii),
      9.01(d)(viii) and 9.01(e) of this Agreement to the same extent as if such
      Subservicer were the Company, and to provide the information required with
      respect to such Subservicer under Section 9.01(d)(iv) of this Agreement. The
      Company 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 6.04 and any assessment of
      compliance and attestation required to be delivered by such Subservicer under
      Section 6.06 and any certification required to be delivered to the Person that
      will be responsible for signing the Sarbanes Certification under Section 6.06
      as
      and when required to be delivered. 

     

    (b)
      It
      shall not be necessary for the Company to seek the consent of the Purchaser
      or
      any Depositor to the utilization of any Subcontractor. The Company shall
      promptly upon request provide to the Purchaser and any Depositor (or any
      designee of the Depositor, such as an 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 Company 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 Company shall cause any such Subcontractor used by the
      Company (or by any Subservicer) for the benefit of the Purchaser and any
      Depositor to comply with the provisions of Sections 6.06 and 9.01(e) of this
      Agreement to the same extent as if such Subcontractor were the Company. The
      Company shall be
      responsible for obtaining from each Subcontractor and delivering to the
      Purchaser and any Depositor any assessment of compliance and attestation and
      other certifications required to be delivered by such Subcontractor under
      Section 6.06, in each case as and when required to be delivered. 

     

    
      
        
        

      

      
        60

        
          

        

      

      
        
        

      

    

     

    ARTICLE
      V

     

    PAYMENTS
      TO PURCHASER 

    


    Section
      5.01 Remittances.
      

     

    On
      each
      Remittance Date the Company shall remit by wire transfer of immediately
      available funds to the Purchaser (a) all amounts deposited in the Custodial
      Account as of the close of business on the Determination Date (net of charges
      against or withdrawals from the Custodial Account pursuant to Section 4.05),
      plus (b) all amounts, if any, which the Company is obligated to distribute
      pursuant to Section 5.03, minus (c) any amounts attributable to Principal
      Prepayments received after the applicable Principal Prepayment Period which
      amounts shall be remitted on the following Remittance Date, together with any
      additional interest required to be deposited in the Custodial Account in
      connection with such Principal Prepayment in accordance with Section 4.04(viii);
      minus (d) any amounts attributable to Monthly Payments collected but due on
      a
      Due Date or Dates subsequent to the first day of the month of the Remittance
      Date, and minus (e) any amounts attributable to Buydown Funds being held in
      the
      Custodial Account, which amounts shall be remitted on the Remittance Date next
      succeeding the Due Period for such amounts. 

     

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


     

    Section
      5.02 Statements
      to Purchaser.
      

     

    Not
      later
      than the Remittance Date, the Company shall furnish to the Purchaser in either
      written or electronic format, a delinquency report and a monthly remittance
      advice, each in a form mutually acceptable to the Company and the Purchaser,
      as
      to the remittance period ending on the last day of the preceding month.


     

    
      
        
        

      

      
        61

        
          

        

      

      
        
        

      

    

    


    Except
      with respect to Mortgage Loans which are master serviced by the Master Servicer,
      not later than the tenth (10th)
      calendar day of each month, the Company shall furnish to the Purchaser in either
      written or electronic format, a delinquency report and a monthly remittance
      advice, each in a form mutually acceptable to the Company and the Purchaser,
      as
      to the remittance period ending on the last day of the preceding month


     

    Section
      5.03 Monthly
      Advances by Company.
      

     

    On
      the
      Business Day immediately preceding each Remittance Date, the Company shall
      deposit in the Custodial Account from its own funds or from amounts held for
      future distribution an amount equal to all Monthly Payments (with interest
      adjusted to the Mortgage Loan Remittance Rate) which were due on the Mortgage
      Loans during the applicable Due Period and which were delinquent at the close
      of
      business on the immediately preceding Determination Date or which were deferred
      pursuant to Section 4.01. Any amounts held for future distribution and so used
      shall be replaced by the Company by deposit in the Custodial Account on or
      before any future Remittance Date if funds in the Custodial Account on such
      Remittance Date shall be less than payments to the Purchaser required to be
      made
      on such Remittance Date. The Company's obligation to make such Monthly Advances
      as to any Mortgage Loan will continue through the last Monthly Payment due
      prior
      to the payment in full of the Mortgage Loan, or through the last Remittance
      Date
      prior to the Remittance Date for the distribution of all Liquidation Proceeds
      and other payments or recoveries (including REO Disposition Proceeds, Insurance
      Proceeds and Condemnation Proceeds) with respect to the Mortgage Loan; provided,
      however, that such obligation shall cease if the Company determines, in its
      sole
      reasonable opinion, that advances with respect to such Mortgage Loan are
      non-recoverable by the Company from Liquidation Proceeds, REO Disposition
      Proceeds, Insurance Proceeds, Condemnation Proceeds, or otherwise with respect
      to a particular Mortgage Loan. In the event that the Company determines that
      any
      such advances are non-recoverable, the Company shall provide the Purchaser
      with
      a certificate signed by two officers of the Company evidencing such
      determination. The Company shall not have an obligation to make such Monthly
      Advances as to any Mortgage Loan with respect to shortfalls relating to the
      Servicemembers Civil Relief Act or similar state and local laws. 

     

    ARTICLE
      VI 

    


    GENERAL
      SERVICING PROCEDURES 

     

    Section
      6.01 Transfers
      of Mortgaged Property.
      

     

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

     

    
      
        
        

      

      
        62

        
          

        

      

      
        
        

      

    

    


    If
      the
      Company reasonably believes it is unable under applicable law to enforce such
      "due-on-sale" clause, the Company shall enter into (i) an assumption and
      modification agreement with the Person to whom such property has been conveyed,
      pursuant to which such Person becomes liable under the Mortgage Note and the
      original Mortgagor remains liable thereon or (ii) in the event the Company
      is
      unable under applicable law to require that the original Mortgagor remain liable
      under the Mortgage Note and the Company has the prior consent of the primary
      mortgage guaranty insurer, a substitution of liability agreement with the
      purchaser of the Mortgaged Property pursuant to which the original Mortgagor
      is
      released from liability and the purchaser of the Mortgaged Property is
      substituted as Mortgagor and becomes liable under the Mortgage Note. If an
      assumption fee is collected by the Company for entering into an assumption
      agreement the fee will be retained by the Company as additional servicing
      compensation. In connection with any such assumption, neither the Mortgage
      Interest Rate borne by the related Mortgage Note, the term of the Mortgage
      Loan,
      the outstanding principal amount of the Mortgage Loan nor any other material
      terms shall be changed without Purchaser’s consent. 

     

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

     

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

     

    Upon
      the
      payment in full of any Mortgage Loan, or the receipt by the Company of a
      notification that payment in full will be escrowed in a manner customary for
      such purposes, the Company shall notify the Purchaser in the monthly remittance
      advice as provided in Section 5.02, and may request the release of any Mortgage
      Loan Documents. 

     

    If
      the
      Company satisfies or releases the lien of the Mortgage without first having
      obtained payment in full of the indebtedness secured by the Mortgage (other
      than
      as a result of a modification of the Mortgage pursuant to the terms of this
      Agreement or liquidation of the Mortgaged Property pursuant to the terms of
      this
      Agreement) or should the Company otherwise prejudice any rights the Purchaser
      may have under the mortgage instruments, upon written demand of the Purchaser,
      the Company shall repurchase the related Mortgage Loan at the Repurchase Price
      by deposit thereof in the Custodial Account within two (2) Business Days of
      receipt of such demand by the Purchaser. The Company shall maintain the Fidelity
      Bond and Errors and Omissions Insurance Policy as provided for in Section 4.12
      insuring the Company against any loss it may sustain with respect to any
      Mortgage Loan not satisfied in accordance with the procedures set forth herein.
      

     

    
      
        
        

      

      
        63

        
          

        

      

      
        
        

      

    

     

    Section
      6.03 Servicing
      Compensation.
      

    


    As
      compensation for its services hereunder, the Company shall be entitled to
      withdraw from the Custodial Account the amount of its Servicing Fee. The
      Servicing Fee shall be payable monthly and shall be computed on the basis of
      the
      unpaid principal balance and for the period respecting which any related
      interest payment on a Mortgage Loan is received. The obligation of the Purchaser
      to pay the Servicing Fee is limited to, and payable solely from, the interest
      portion (including recoveries with respect to interest from Liquidation
      Proceeds, to the extent permitted by Section 4.05) of such Monthly Payments.
      

     

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

     

    Section
      6.04 Annual
      Statements as to Compliance.
      

    


    On
      or
      before March 1 of each calendar year, the Company 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 Company, to the effect
      that
      (a) a review of the Company’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 (b) to the best of such
      officers’ knowledge, based on such review, the Company 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
      6.05 [Reserved] 

    


    Section
      6.06 Report
      on Assessment of Compliance and Attestation.
      

     

    On
      or
      before March 1 of each calendar year, the Company 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 Company’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
      Company and shall address each of the “Applicable Servicing Criteria” specified
      on Exhibit F hereto;

     

    
      
        
        

      

      
        64

        
          

        

      

      
        
        

      

    

     

    (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 Company 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 Company pursuant
      to
      Section 4.29(b) to be “participating in the servicing function” within the
      meaning of Item 1122 of Regulation AB, to deliver to the Purchaser and such
      Depositor an assessment of compliance and accountants’ attestation as and when
      provided in paragraphs (i) and (ii) of this Section 6.06; and

     

    (iv)
       if
      requested by the Purchaser and 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
      Exhibit G. 

     

    The
      Company acknowledges that the parties identified in clause (iv) above may rely
      on the certification provided by the Company 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 (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. 

     

    Each
      assessment of compliance provided by a Subservicer pursuant to Section 6.06(i)
      shall address each of the Servicing Criteria specified on Exhibit F hereto
      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 6.06(iii) need not address any elements of
      the
      Servicing Criteria other than those specified by the Company pursuant to Section
      4.29. 

     

    Section
      6.07 Remedies.
      

     

    (i)
      Any
      failure by the Company, any Subservicer, any Subcontractor or any Third-Party
      Originator to deliver any information, report, certification, accountants’
letter or other material when and as required under Article IX, Section 4.29,
      Section 6.04 or Section 6.06, or any breach by the Company of a representation
      or warranty set forth in Section 9.01(d)(vi)(A), or in a writing furnished
      pursuant to Section 9.01(d)(vi)(B) and made as of a date prior to the closing
      date of the related Securitization Transaction, to the extent that such breach
      is not cured by such closing date, or any breach by the Company of a
      representation or warranty in a writing furnished pursuant to Section
      9.01(d)(vi)(B) to the extent made as of a date subsequent to such closing date,
      shall, except as provided in sub-clause (ii) of this Section, immediately and
      automatically,
      without notice or grace period, constitute an Event of Default with respect
      to
      the Company under this Agreement and any applicable Reconstitution Agreement,
      and shall entitle the Purchaser or any Depositor, as applicable, in its sole
      discretion to terminate the rights and obligations of the Company 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 Company;
      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 Company as servicer, such provision
      shall be given effect.

     

    
      
        
        

      

      
        65

        
          

        

      

      
        
        

      

    

     

    (ii)
      Any
      failure by the Company, any Subservicer or any Subcontractor to deliver any
      information, report, certification or accountants’ letter when and as required
      under Section 6.04 or Section 6.06, including (except as provided below) any
      failure by the Company to identify any Subcontractor “participating in the
      servicing function” within the meaning of Item 1122 of Regulation AB, which
      continues unremedied for ten (10) 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 Company
      under
      this Agreement and any applicable Reconstitution Agreement, and shall entitle
      the Purchaser or any Depositor, as applicable, in its sole discretion to
      terminate the rights and obligations of the Company under this Agreement and/or
      any applicable Reconstitution Agreement without payment (notwithstanding
      anything in this Agreement to the contrary) of any compensation to the Company;
      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 Company 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 Company pursuant to this Section 6.07(ii) if a failure of
      the
      Company 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 function of such Subcontractor with respect to mortgage loans other
      than
      the Mortgage Loans. 

     

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

     

    Section
      6.08 Right
      to Examine Company Records.
      

     

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

     

    
      
        
        

      

      
        66

        
          

        

      

      
        
        

      

    

    


    Section
      6.09 Compliance
      with REMIC Provisions. 

     

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


     

    ARTICLE
      VII

    


    COMPANY
      TO COOPERATE

     

    Section
      7.01 Provision
      of Information.
      

     

    During
      the term of this Agreement, the Company shall furnish to the Purchaser such
      periodic, special, or other reports or information, and copies or originals
      of
      any documents contained in the Servicing File for each Mortgage Loan provided
      for herein. All other special reports or information not provided for herein
      as
      shall be necessary, reasonable, or appropriate with respect to the Purchaser
      or
      any regulatory agency will be provided at the Purchaser’s expense. All such
      reports, documents or information shall be provided by and in accordance with
      all reasonable instructions and directions which the Purchaser may give.


     

    The
      Company shall execute and deliver all such instruments and take all such action
      as the Purchaser may reasonably request from time to time, in order to
      effectuate the purposes and to carry out the terms of this Agreement.


     

    Section
      7.02 Financial
      Statements; Servicing Facility.
      

     

    In
      connection with marketing the Mortgage Loans, the Purchaser may make available
      to a prospective purchaser a Consolidated Statement of Operations of the Company
      for the most recently completed two (2) fiscal years for which such a statement
      is available, as well as a Consolidated Statement of Condition at the end of
      the
      last two (2) fiscal years covered by such Consolidated Statement of Operations.
      The Company, upon request, also shall make available any comparable interim
      statements to the extent any such statements have been prepared by or on behalf
      of the Company (and are available upon request to members or stockholders of
      the
      Company or to the public at large). 

     

    
      
        
        

      

      
        67

        
          

        

      

      
        
        

      

    

     

    The
      Company also shall make available to Purchaser or prospective purchasers a
      knowledgeable financial or accounting officer for the purpose of answering
      questions respecting recent developments affecting the Company or the financial
      statements of the Company, and to permit any prospective purchaser to inspect
      the Company's servicing facilities for the purpose of satisfying such
      prospective purchaser that the Company has the ability to service the Mortgage
      Loans as provided in this Agreement. 

    


    ARTICLE
      VIII 

    


    THE
      COMPANY 

    


    Section
      8.01 Indemnification;
      Third Party Claims.
      

    


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

     

    Section
      8.02 Merger
      or Consolidation of the Company.
      

     

    The
      Company shall keep in full effect its existence, rights and franchises, and
      shall obtain and preserve its qualification to do business in each jurisdiction
      in which such qualification is or shall be necessary to protect the validity
      and
      enforceability of this Agreement or any of the Mortgage Loans and to perform
      its
      duties under this Agreement. 

     

    Any
      Person into which the Company may be merged or consolidated, or any corporation
      resulting from any merger, conversion or consolidation to which the Company
      shall be a party, or any Person succeeding to the business of the Company,
      shall
      be the successor of the Company 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 which is a Fannie Mae/Freddie
      Mac-approved seller/servicer in good standing. Furthermore, in the event the
      Company transfers or otherwise disposes of all or substantially all of its
      assets to an affiliate of the Company, such affiliate
      shall satisfy the condition above, and shall also be fully liable to the
      Purchaser for all of the Company's obligations and liabilities hereunder.


     

    
      
        
        

      

      
        68

        
          

        

      

      
        
        

      

    

    


    Section
      8.03 Limitation
      on Liability of Company and Others.
      

    


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


     

    Section
      8.04 Limitation
      on Resignation and Assignment by Company.
      

     

    The
      Purchaser has entered into this Agreement with the Company and subsequent
      purchasers will purchase the Mortgage Loans in reliance upon the independent
      status of the Company, and the representations as to the adequacy of its
      servicing facilities, personnel, records and procedures, its integrity,
      reputation and financial standing, and the continuance thereof. Therefore,
      the
      Company shall neither assign this Agreement or the servicing rights hereunder
      or
      delegate its rights or duties hereunder (other than pursuant to Section 4.01)
      or
      any portion hereof or sell or otherwise dispose of all of its property or assets
      without the prior written consent of the Purchaser, which consent shall not
      be
      unreasonably withheld. 

     

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

     

    Without
      in any way limiting the generality of this Section 8.04, in the event that
      the
      Company either shall assign this Agreement or the servicing responsibilities
      hereunder or delegate its rights or duties hereunder (other than pursuant to
      Section 4.01) or any portion hereof or sell or otherwise dispose of all or
      substantially all of its property or assets, without the prior written
      consent of the Purchaser, then the Purchaser shall have the right to terminate
      this Agreement upon notice given as set forth in Section 10.01, without any
      payment of any penalty or damages and without any liability whatsoever to the
      Purchaser or any third party. 

     

    
      
        
        

      

      
        69

        
          

        

      

      
        
        

      

    

    


    ARTICLE
      IX 

    


    AGENCY
      TRANSFERS, SECURITIZATION TRANSACTIONS AND WHOLE LOAN TRANSFERS


     

    Section
      9.01 Agency
      Transfers, Securitization Transactions and Whole Loan Transfers

     

    The
      Purchaser and the Company agree that with respect to some or all of the Mortgage
      Loans, the Purchaser, at its sole option, may effect Whole Loan Transfers,
      Agency Transfers or Securitization Transactions, retaining the Company as the
      servicer thereof or subservicer if a master servicer is employed, or as
      applicable the "seller/servicer." On the Reconstitution Date, the Mortgage
      Loans
      transferred may cease to be covered by this Agreement; provided, however, that,
      in the event that any Mortgage Loan transferred pursuant to this Section 9.01
      is
      rejected by the transferee, the Company shall continue to service such rejected
      Mortgage Loan on behalf of the Purchaser in accordance with the terms and
      provisions of this Agreement. 

    


    The
      Company shall cooperate with the Purchaser in connection with each Whole Loan
      Transfer, Agency Transfer or Securitization Transaction in accordance with
      this
      Section 9.01. In connection therewith: 

    


    (a)  
      The
      Company shall make all representations and warranties made herein with respect
      to the Mortgage Loans as of the Closing Date and all representations and
      warranties made herein with respect to the Company itself as of the closing
      date
      of each Whole Loan Transfer, Agency Transfer or Securitization Transaction;
      

    


    (b) 
      The
      Company shall negotiate in good faith and execute any (i) seller/servicer
      agreements required to effectuate the foregoing provided such agreements create
      no greater obligation or cost on the part of the Company than otherwise set
      forth in this Agreement or (ii) an assignment, assumption and recognition
      agreement, in the form attached hereto as Exhibit H, or a pooling and servicing
      agreement in form and substance reasonably acceptable to the Purchaser and
      the
      Company, which shall not create any greater obligation upon the Company.


    


    (c) 
      The
      Company shall execute any seller/servicer agreements required within a
      reasonable period of time after receipt of such seller/servicer agreements
      which
      time shall be sufficient for the Company and Company's counsel to review such
      seller/servicer agreements. Under this Agreement, the Company shall retain
      a
      Servicing Fee for each Mortgage Loan at the Servicing Fee Rate; and


    


    (d)  
      In connection with any Securitization Transaction, the Company shall (1) within
      five (5) 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 (i), (ii), (iii) and (vii)
      of
      this subsection (d), and (2) as promptly as practicable following notice to
      or
      discovery by the Company, provide to the Purchaser and any Depositor (in writing
      and in form and substance reasonably satisfactory to the Purchaser and such
      Depositor) the information specified in paragraph (iv) of this subsection
      (d).

     

    
      
        
        

      

      
        70

        
          

        

      

      
        
        

      

    

     

    (i)
      If so
      requested by the Purchaser or any Depositor, the Company shall provide such
      information regarding (1) the Company, as originator of the Mortgage Loans
      (including as an acquirer of Mortgage Loans from a Qualified Correspondent),
      or
      (2) each Third-Party Originator, and (3) 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 Company, each Third-Party Originator
      and
      each Subservicer; and

     

    (D)
      a
      description of any affiliation or relationship (of a type described in Item
      1119
      of Regulation AB) between the Company, each Third-Party Originator, each
      Subservicer and any of the following parties to a Securitization Transaction,
      as
      such parties are identified to the Company by the Purchaser or any Depositor
      in
      writing in advance of a Securitization Transaction:

     

    (1)
      the
      sponsor; 

    (2)
      the
      depositor;

     

    
      
        
        

      

      
        71

        
          

        

      

      
        
        

      

    

     

    (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.

     

    (ii)  
      If so requested by the Purchaser or any Depositor, the Company 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 (1) the Company, if the Company is an originator of Mortgage
      Loans
      (including as an acquirer of Mortgage Loans from a Qualified Correspondent),
      and/or (2) each Third-Party Originator. Such Static Pool Information shall
      be
      prepared by the Company (or Third-Party Originator) on the basis of its
      reasonable, good faith interpretation of the requirements of Item 1105(a)(1)-(3)
      of Regulation AB. To the extent that there is reasonably available to the
      Company (or Third-Party Originator) Static Pool Information with respect to
      more
      than one mortgage loan type, the Purchaser or any Depositor shall be entitled
      to
      specify whether some or all of such information shall be provided pursuant
      to
      this paragraph. The content of such Static Pool Information may be in the form
      customarily provided by the Company, and need not be customized for the
      Purchaser or any Depositor. Such Static Pool Information for each vintage
      origination year or prior securitized pool, as applicable, shall be presented
      in
      increments no less frequently than quarterly over the life of the mortgage
      loans
      included in the vintage origination year or prior securitized pool. The most
      recent periodic increment must be as of a date no later than 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 Company shall provide corrected Static Pool Information to
      the
      Purchaser or any Depositor, as applicable, in the same format in which Static
      Pool Information was previously provided to such party by the Company.


     

    
      
        
        

      

      
        72

        
          

        

      

      
        
        

      

    

     

    If
      so
      requested by the Purchaser or any Depositor, the Company shall provide (or,
      as
      applicable, cause each Third-Party Originator to provide), at the expense of
      the
      requesting party (to the extent of any additional incremental expense associated
      with delivery pursuant to this Agreement), such agreed-upon procedures letters
      of certified public accountants reasonably acceptable to the Purchaser or
      Depositor, as applicable, pertaining to Static Pool Information relating to
      prior securitized pools for securitizations closed on or after January 1, 2006
      or, in the case of Static Pool Information with respect to the Company’s or
      Third-Party Originator’s originations or purchases, to calendar months
      commencing January 1, 2006, as the Purchaser or such Depositor shall reasonably
      request. Such letters shall be addressed to and be for the benefit of such
      parties as the Purchaser or such Depositor shall designate, which may include,
      by way of example, any sponsor, any Depositor and any broker dealer acting
      as
      underwriter, placement agent or initial purchaser with respect to a
      Securitization Transaction. Any such statement or letter may take the form
      of a
      standard, generally applicable document accompanied by a reliance letter
      authorizing reliance by the addressees designated by the Purchaser or such
      Depositor.

     

    (iii) If
      so requested by the Purchaser or any Depositor, the Company shall provide such
      information regarding the Company, as servicer of the Mortgage Loans, and each
      Subservicer (each of the Company and each Subservicer, for purposes of this
      paragraph, a “Servicer”), as is requested for the purpose of compliance with
      Items 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;

     

    
      
        
        

      

      
        73

        
          

        

      

      
        
        

      

    

     

    (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 Company
      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;

     

    
      
        
        

      

      
        74

        
          

        

      

      
        
        

      

    

     

    (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;

     

    (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; 

     

    (iv)
      If
      so requested by the Purchaser or any Depositor for the purpose of satisfying
      the
      reporting obligation under the Exchange Act with respect to any class of
      asset-backed securities, the Company shall (or shall cause each Subservicer
      and
      Third-Party Originator to) (1) notify the Purchaser and any Depositor in writing
      of (A) any material litigation or governmental proceedings involving the
      Company, 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 Company, any Subservicer or any Third-Party Originator
      and any of the parties specified in Section 9.01(d)(i)(D) (and any other parties
      identified in writing by the requesting party) with respect to such
      Securitization Transaction, and (2) provide to the Purchaser and any Depositor
      a
      description of such proceedings, affiliations or relationships.

     

    (v)  As
      a condition to the succession to the Company or any Subservicer as servicer
      or
      Subservicer under this Agreement or any Reconstitution Agreement by any Person
      (i) into which the Company or such Subservicer may be merged or consolidated,
      or
      (ii) which may be appointed as a successor to the Company or any Subservicer,
      the Company shall provide to the Purchaser and any Depositor, at least fifteen
      (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.

     

    
      
        
        

      

      
        75

        
          

        

      

      
        
        

      

    

     

    (vi)
      (A)
      The Company 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 this Section 9.01(d) that, except as disclosed
      in writing to the Purchaser or such Depositor prior to such date: (1) the
      Company is not aware and has not received notice that any default, early
      amortization or other performance triggering event has occurred as to any other
      securitization due to any act or failure to act of the Company; (2) the Company
      has not been terminated as servicer in a residential mortgage loan
      securitization, either due to a servicing default or to application of a
      servicing performance test or trigger; (3) no material noncompliance with the
      applicable Servicing Criteria with respect to other securitizations of
      residential mortgage loans involving the Company as servicer has been disclosed
      or reported by the Company; (4) no material changes to the Company’s policies or
      procedures with respect to the servicing function it will perform under this
      Agreement and any Reconstitution Agreement for mortgage loans of a type similar
      to the Mortgage Loans have occurred during the three-year period immediately
      preceding the related Securitization Transaction; (5) there are no aspects
      of
      the Company’s financial condition that could have a material adverse effect on
      the performance by the Company of its servicing obligations under this Agreement
      or any Reconstitution Agreement; (6) there are no material legal or governmental
      proceedings pending (or known to be contemplated) against the Company, any
      Subservicer or any Third-Party Originator; and (7) there are no affiliations,
      relationships or transactions relating to the Company, any Subservicer or any
      Third-Party Originator with respect to any Securitization Transaction and any
      party thereto identified 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
      this
      Section 9.01(d), the Company shall, within five (5) Business Days following
      such
      request, confirm in writing the accuracy of the representations and warranties
      set forth in sub clause (A) above 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.

     

    (vii)
      In
      addition to such information as the Company, as servicer, is obligated to
      provide pursuant to other provisions of this Agreement, if so requested by
      the
      Purchaser or any Depositor, the Company 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 (10) Business Days
      following such request. 

     

    
      
        
        

      

      
        76

        
          

        

      

      
        
        

      

    

     

    (e)  
      The Company shall indemnify the Purchaser, each affiliate of the Purchaser,
      and
      each of the following parties participating in a Securitization Transaction:
      each sponsor and issuing entity; each Person 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 (each, an “Indemnified Party”), 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 Sections 4.29, 6.04, 6.06, 9.01(d)
      and (e) by or on behalf of the Company, or provided under Sections 4.29, 6.04,
      6.06, 9.01(d) and (e) by or on behalf of any Subservicer, Subcontractor or
      Third-Party Originator (collectively, the “Company Information”), or (B) the
      omission or alleged omission to state in the Company Information a material
      fact
      required to be stated in the Company Information or necessary in order to make
      the statements therein, in the light of the circumstances under which they
      were
      made, not misleading; provided,
      by way of clarification, that
      clause (B) of this paragraph shall be construed solely by reference to the
      Company Information and not to any other information communicated in connection
      with a sale or purchase of securities, without regard to whether the Company
      Information or any portion thereof is presented together with or separately
      from
      such other information;

     

    (ii) 
      any breach by the Company of its obligations under this Section 9.01(e),
      including particularly any failure by the Company, any Subservicer, any
      Subcontractor or any Third-Party Originator to deliver any information, report,
      certification, accountants’ letter or other material when and as required under
      Sections 4.29, 6.04, 6.06 and 9.01(d), including any failure by the Company
      to
      identify any Subcontractor “participating in the servicing function” within the
      meaning of Item 1122 of Regulation AB; or 

     

    (iii)
      any
      breach by the Company of a representation or warranty set forth in Section
      9.01(d)(vi)(A) or in a writing furnished pursuant to Section 9.01(d)(vi)(B)
      and
      made as of a date prior to the closing date of the related Securitization
      Transaction, to the extent that such breach is not cured by such closing date,
      or any breach by the Company of a representation or warranty
      in a writing furnished pursuant to Section 9.01(d)(vi)(B) to the extent made
      as
      of a date subsequent to such closing date. 

     

    
      
        
        

      

      
        77

        
          

        

      

      
        
        

      

    

     

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

     

    In
      the
      case of any failure of performance described in sub-clause (ii) of this Section
      9.01(e), the Company 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 Company, any Subservicer,
      any
      Subcontractor or any Third-Party Originator.

     

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

     

    (f)  
      The Purchaser and a credit-worthy parent of the Purchaser, reasonably acceptable
      to the Company shall indemnify the Company, each affiliate of the Company,
      each
      Person who controls any of such parties or the Company (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 Company, 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)  
      any untrue statement of a material fact contained or alleged to be contained
      in
      any offering materials related to a Securitization Transaction, including
      without limitation the registration statement, prospectus, prospectus
      supplement, any private placement memorandum, any free writing prospectuses,
      any
      ABS informational and computational material, and any amendments or supplements
      to the foregoing (collectively, the “Securitization Materials”) or

     

    (ii) 
      the
      omission or alleged omission to state in the Securitization Materials a material
      fact required to be stated in the Securitization Materials or necessary in
      order
      to make the statements therein, in the light of the circumstances under which
      they were made, not misleading, but
      only
      to the extent that such untrue statement or alleged untrue statement or omission
      or alleged omission is other than a statement or omission arising out of,
      resulting from, or based upon the Company Information. 

     

    
      
        
        

      

      
        78

        
          

        

      

      
        
        

      

    

    


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

     

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

     

    (g) 
      The Company shall at any time as required by any Rating Agency, and in
      accordance with Section 2.02, provide such additional documents from the related
      Retained Mortgage File to the Custodian. 

     

    (h)
       In connection with an Agency Transfer, the Purchaser shall provide the
      Company with a list of the Mortgage Loans, including the preliminary scheduled
      principal balance of each Mortgage Loan, to be included in such Agency Transfer.
      Upon receipt of such Mortgage Loan list, the Company shall provide the Purchaser
      with the seller/servicer number to be used by the Company to deliver such
      Mortgage Loans to the related Agency. The Purchaser shall be responsible for
      providing accurate information, as specified above, to the related Agency.
      If
      the Purchaser fails to provide accurate information, the Purchaser shall
      reimburse the Company for any and all penalties assessed by such related Agency
      and any reasonable expenses incurred as a result of such inaccurate information.
      

     

    The
      Purchaser and the Company acknowledge and agree that the purpose of Sections
      4.29, 6.04, 6.06 and 9.01(d) is to facilitate compliance by the Purchaser and
      any Depositor with the provisions of Regulation AB and related rules and
      regulations of the Commission. Although Regulation AB is applicable by its
      terms
      only to offerings of asset-backed securities that are registered under the
      Securities Act, the Company acknowledges that investors in privately offered
      securities may require that the Purchaser or any Depositor provide comparable
      disclosure in unregistered offerings. References in this Agreement to compliance
      with Regulation AB include provisions 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 the provisions itemized in the paragraph
      above other than in good faith, or for purposes other than compliance with
      the
      Securities Act, the Exchange Act and the rules and regulations of the Commission
      thereunder (or the provision in a private offering of disclosure comparable
      to
      that required under the Securities Act). The Company acknowledges that
      interpretations of the requirements of Regulation AB may change over time,
      whether due to interpretive guidance provided by the Commission or its staff,
      consensus among participants
      in the asset-backed securities markets, advice of counsel, or otherwise, and
      agrees to comply with requests made by the Purchaser or any Depositor in good
      faith for delivery of information under these provisions on the basis of
      evolving interpretations of Regulation AB. In connection with any Securitization
      Transaction, the Company shall cooperate fully with the Purchaser 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
      Company, 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.

     

    
      
        
        

      

      
        79

        
          

        

      

      
        
        

      

    

    


    The
      Purchaser (including any of its assignees or designees) shall cooperate with
      the
      Company 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. 

     

    In
      the
      event the Purchaser has elected to have the Company hold record title to the
      Mortgages, prior to the Reconstitution Date the Company shall prepare an
      Assignment of Mortgage in blank or to the trustee from the Company acceptable
      to
      the trustee for each Mortgage Loan that is part of the Whole Loan Transfers,
      Agency Transfers or Securitization Transactions. The Purchaser shall pay all
      preparation and recording costs associated therewith, if such Assignments of
      Mortgage have been previously prepared and recorded in the name of the Purchaser
      or its designee. The Company shall execute each Assignment of Mortgage, track
      such Assignments of Mortgage to ensure they have been recorded and deliver
      them
      as required by the trustee upon the Company's receipt thereof. Additionally,
      the
      Company shall prepare and execute, at the direction of the Purchaser, any note
      endorsements in connection with any and all seller/servicer agreements.


     

    All
      Mortgage Loans (i) not sold or transferred pursuant to Whole Loan Transfers,
      Agency Transfers or Securitization Transactions or (ii) that are subject to
      a
      Securitization Transaction for which the related trust is terminated for any
      reason, shall remain subject to this Agreement and shall continue to be serviced
      in accordance with the terms of this Agreement and with respect thereto this
      Agreement shall remain in full force and effect. 

     

     

    ARTICLE
      X 

    


    DEFAULT
      

    


    Section
      10.01 Events
      of Default.
      

    


    Each
      of
      the following shall constitute an Event of Default on the part of the Company:
      

    


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

     

    
      
        
        

      

      
        80

        
          

        

      

      
        
        

      

    

     

    (ii)  
      failure by the Company duly to observe or perform in any material respect any
      other of the covenants or agreements on the part of the Company set forth in
      this Agreement or in the Custodial Agreement which continues unremedied for
      a
      period of ninety (90) days after the date on which written notice of such
      failure, requiring the same to be remedied, shall have been given to the Company
      by the Purchaser or by the Custodian; or 

     

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

     

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

     

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

     

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

     

    (vii)
      the
      Company ceases to meet the qualifications of a Fannie Mae/Freddie Mac servicer;
      or 

     

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

     

    (ix)
      an
      Event of Default as defined in Section 6.07.

     

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

     

    
      
        
        

      

      
        81

        
          

        

      

      
        
        

      

    

     

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

     

    Section
      10.02 Waiver
      of Defaults.
      

     

    By
      a
      written notice, the Purchaser may waive any default by the Company in the
      performance of its obligations hereunder and its consequences. Upon any waiver
      of a past default, such default shall cease to exist, and any Event of Default
      arising therefrom shall be deemed to have been remedied for every purpose of
      this Agreement. No such waiver shall extend to any subsequent or other default
      or impair any right consequent thereon except to the extent expressly so waived.
      

     

     

    ARTICLE
      XI

     

    TERMINATION
      

    


    Section
      11.01 Termination.
      

    


    This
      Agreement shall terminate upon: (i) the later of the final payment or other
      liquidation (or any advance with respect thereto) of the last Mortgage Loan
      or
      the disposition of any REO Property with respect to the last Mortgage Loan
      and
      the remittance of all funds due hereunder; (ii) mutual consent of the Company
      and the Purchaser in writing; or (iii) as provided in Section 10.01 of this
      Agreement. 

     

    Section
      11.02 Termination
      Without Cause.
      

     

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

     

    The
      Company shall be entitled to receive, as such liquidated damages, upon the
      transfer of the servicing rights, an amount equal to: (i) 2.75% of the aggregate
      outstanding principal amount of the Mortgage Loans as of the termination date
      paid by the Purchaser to the Company with
      respect to all of the Mortgage Loans for which a servicing fee rate of .25%
      is
      paid per annum, (ii) 3.25% of the aggregate outstanding principal amount of
      the
      Mortgage Loans as of the termination date paid by the Purchaser to the Company
      with respect to all of the Mortgage Loans for which a servicing fee rate of
      .375% is paid per annum, and (iii) 3.75% of the aggregate outstanding principal
      amount of the Mortgage Loans as of the termination date paid by the Purchaser
      to
      the Company with respect to all of the Mortgage Loans for which a servicing
      fee
      rate of .44% or greater is paid per annum. 

     

    
      
        
        

      

      
        82

        
          

        

      

      
        
        

      

    

    


    ARTICLE
      XII 

     

    MISCELLANEOUS
      PROVISIONS 

     

    Section
      12.01 Successor
      to Company.
      

    


    Prior
      to
      termination of the Company's responsibilities and duties under this Agreement
      pursuant to Sections 8.04, 10.01, 11.01 (ii) or pursuant to Section 11.02 the
      Purchaser shall, (i) succeed to and assume all of the Company's
      responsibilities, rights, duties and obligations under this Agreement, or (ii)
      appoint a successor having the characteristics set forth in Section 8.02 and
      which shall succeed to all rights and assume all of the responsibilities, duties
      and liabilities of the Company under this Agreement prior to the termination
      of
      Company's responsibilities, duties and liabilities under this Agreement. In
      connection with such appointment and assumption, the Purchaser may make such
      arrangements for the compensation of such successor out of payments on Mortgage
      Loans as it and such successor shall agree. In the event that the Company's
      duties, responsibilities and liabilities under this Agreement should be
      terminated pursuant to the aforementioned sections, the Company shall discharge
      such duties and responsibilities during the period from the date it acquires
      knowledge of such termination until the effective date thereof with the same
      degree of diligence and prudence which it is obligated to exercise under this
      Agreement, and shall take no action whatsoever that might impair or prejudice
      the rights or financial condition of its successor. The resignation or removal
      of the Company pursuant to the aforementioned sections shall not become
      effective until a successor shall be appointed pursuant to this Section 12.01
      and shall in no event relieve the Company of the representations and warranties
      made pursuant to Sections 3.01 and 3.02 and the remedies available to the
      Purchaser under Sections 3.03 and 8.01, it being understood and agreed that
      the
      provisions of such Sections 3.01, 3.02, 3.03 and 8.01 shall be applicable to
      the
      Company notwithstanding any such sale, assignment, resignation or termination
      of
      the Company, or the termination of this Agreement. 

     

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

     

    
      
        
        

      

      
        83

        
          

        

      

      
        
        

      

    

    


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

     

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

    


    Section
      12.02 Amendment.
      

    


    This
      Agreement may be amended from time to time by written agreement signed by the
      Company and the Purchaser. 

     

    Section
      12.03 Governing
      Law.
      

     

    This
      Agreement shall be construed in accordance with the laws of the State of New
      York and the obligations, rights and remedies of the parties hereunder shall
      be
      determined in accordance with such laws. 

     

    Each
      of
      the Company and the Purchaser hereby knowingly, voluntarily and intentionally
      waives any and all rights it may have to a trial by jury in respect or any
      litigation based on, or arising out of, under, or in connection with, this
      Agreement, or any other documents and instruments executed in connection
      herewith, or any course of conduct, course of dealing, statements (whether
      oral
      or written), or actions of the Company or the Purchaser. This provision is
      a
      material inducement for the Purchaser to enter into this Agreement.


     

    Section
      12.04 Duration
      of Agreement.
      

     

    This
      Agreement shall continue in existence and effect until terminated as herein
      provided. This Agreement shall continue notwithstanding transfers of the
      Mortgage Loans by the Purchaser. 

     

    Section
      12.05 Notices.
      

     

    All
      demands, notices and communications hereunder shall be in writing and shall
      be
      deemed to have been duly given if personally delivered at or mailed by
      registered mail, postage prepaid, addressed as follows: 

     

    (i) if
      to the
      Company with respect to servicing issues: 

     

    
      
        
        

      

      
        84

        
          

        

      

      
        
        

      

    

     

    Wells
      Fargo Bank, N.A. 

    1
      Home
      Campus 

    Des
      Moines, IA 50328-0001 

    Attention:
      John B. Brown, MAC X2302-033 

    Fax:
      515/324-3118

     

    (ii)
      if
      to the Company with respect to all other issues: 

    


    Wells
      Fargo Bank, N.A. 

    7430
      New
      Technology Way 

    Frederick,
      MD 21703

    Attention:
      Structured Finance Manager, MAC X3906-012 

    Fax:
      301/846-8152 

     

    In
      each
      instance, with a copy to: 

     

    Wells
      Fargo Bank, N.A. 

    1
      Home
      Campus 

    Des
      Moines, Iowa 50328-0001 

    Attention:
      General Counsel MAC X2401-06T 

     

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

     

    (ii)
      if
      to Purchaser: 

     

    Redwood
      Trust, Inc. 


    One
      Belvedere Place, Suite 300 

    Mill
      Valley, California 94904 

    Attention:
      Dan Koch 

     

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

     

    Section
      12.06 Severability
      of Provisions.
      

     

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

     

    Section
      12.07 Relationship
      of Parties.

     

    
      
        
        

      

      
        85

        
          

        

      

      
        
        

      

    

    


     

    


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


     

    Section
      12.08 Execution;
      Successors and Assigns.
      

     

    This
      Agreement may be executed in one or more counterparts and by the different
      parties hereto on separate counterparts, each of which, when so executed, shall
      be deemed to be an original; such counterparts, together, shall constitute
      one
      and the same agreement. Subject to Section 8.04, this Agreement shall inure
      to
      the benefit of and be binding upon the Company and the Purchaser and their
      respective successors and assigns. The parties agree that this Agreement and
      signature pages thereof may be transmitted between them by facsimile and that
      faxed signatures may constitute original signatures and that a faxed signature
      page containing the signature (faxed or original) is binding on the parties.
      

     

    Section
      12.09 Recordation
      of Assignments of Mortgage.
      

     

    To
      the
      extent permitted by applicable law, each of the Assignments of Mortgage is
      subject to recordation in all appropriate public offices for real property
      records in all the counties or other comparable jurisdictions in which any
      or
      all of the Mortgaged Properties are situated, and in any other appropriate
      public recording office or elsewhere, such recordation to be effected at the
      Company's expense in the event recordation is either necessary under applicable
      law or requested by the Purchaser at its sole option. 

     

    Section
      12.10 Assignment
      by Purchaser.
      

     

    The
      Purchaser shall have the right, without the consent of the Company to assign,
      in
      whole or in part, its interest under this Agreement with respect to some or
      all
      of the Mortgage Loans, and designate any Person to exercise any rights of the
      Purchaser hereunder, by executing an Assignment, Assumption and Recognition
      Agreement substantially in the form attached as Exhibit H, and the assignee
      or
      designee shall accede to the rights and obligations hereunder of the Purchaser
      with respect to such Mortgage Loans. All references to the Purchaser in this
      Agreement shall be deemed to include its assignee or designee. 

     

    Section
      12.11 Solicitation
      of Mortgagor.
      

     

    Neither
      party shall, after the Closing Date, take any action to solicit the refinancing
      of any Mortgage Loan. It is understood and agreed that neither (i) promotions
      undertaken by either party or any affiliate of either party which are directed
      to the general public at large, including, without limitation, mass mailings
      based upon commercially acquired mailing lists, newspaper, radio, television
      advertisements nor (ii) serving the refinancing needs of a Mortgagor who,
      without solicitation, contacts either party in connection with the refinance
      of
      such Mortgage or Mortgage Loan, shall constitute solicitation under this
      Section. 

     

    Section
      12.12 Further
      Agreements.

     

    
      
        
        

      

      
        86

        
          

        

      

      
        
        

      

    

    


     

    


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

     

    Section
      12.13 General
      Interpretive Principles.

     

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

     

    (i)
      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; 

     

    (ii)
      accounting terms not otherwise defined herein have the meanings assigned to
      them
      in accordance with generally accepted accounting principles; 

     

    (iii)
      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;
      

     

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

     

    (v)
      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 

     

    (vi)
      the
      term "include" or "including" shall mean without limitation by reason of
      enumeration. 

     

    


    [Intentionally
      Blank - Next Page Signature Page] 

     

    
      
        
        

      

      
        87

        
          

        

      

      
        
        

      

    

    


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

     

     

    
      	
              REDWOOD TRUST, INC.  

              Purchaser 

            	 	
              WELLS FARGO BANK, N.A.

              Company

            
	
            	 	
            
	By:
              ________________________________	 	By:
              ________________________________
	
            	 	
            
	Name:
              ______________________________	 	Name:
              ______________________________
	 	 	
            
	Title:
              _______________________________	 	Title:
              _______________________________


    

     

    
      
        
        

      

      
        88

        
          

        

      

      
        
        

      

    

     

    
      	STATE OF  	)	 
	 	)	ss:
	COUNTY OF ___________ 	)	 


    

     

    On
      the
      _____ day of _______________, 20___ before me, a Notary Public in and for said
      State, personally appeared ______, known to me to be _________ of Wells Fargo
      Bank, N.A., the national banking association that executed the within instrument
      and also known to me to be the person who executed it on behalf of said bank,
      and acknowledged to me that such bank executed the within instrument.


     

    IN
      WITNESS WHEREOF, I have hereunto set my hand affixed my office seal the day
      and
      year in this certificate first above written. 

     

    
      	 	 	 
	 	
              
Notary
              Public
	 	 
	 	My Commission expires
              _______________


    

     

    
      
        
        

      

      
        89

        
          

        

      

      
        
        

      

    

    

       

      
        	STATE OF  	)	 
	 	)	ss:
	COUNTY OF ___________ 	)	 


      

       

    

    On
      the
      _____ day of _______________, 20___ before me, a Notary Public in and for said
      State, personally appeared _______________________________, known to me to
      be
      the _____________________ of _____________________, the corporation that
      executed the within instrument and also known to me to be the person who
      executed it on behalf of said corporation, and acknowledged to me that such
      corporation executed the within instrument. 

     

    IN
      WITNESS WHEREOF, I have hereunto set my hand affixed my office seal the day
      and
      year in this certificate first above written. 

    
       

      
        	 	 	 
	 	
                
Notary
                Public
	 	 
	 	My Commission expires
                _______________


      

       

      
        
          
          

        

        
          90

          
            

          

        

        
          
          

        

      

    

    


    EXHIBIT
      A


    


    MORTGAGE
      LOAN SCHEDULE 

    (WFHM
      2007-W24) 

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    EXHIBIT
      B


     

    CUSTODIAL
      AGREEMENT 

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    EXHIBIT
      C 

     

     CONTENTS
      OF EACH RETAINED MORTGAGE FILE, CUSTODIAL 

    MORTGAGE
      FILE AND SERVICING FILE 

    


    With
      respect to each Mortgage Loan, the Retained Mortgage File, Servicing File and
      Custodial Mortgage File shall include each of the following items, which shall
      be available for inspection by the Purchaser prior to or after the Closing
      Date
      and any prospective purchaser after the Closing Date, and which shall be either
      retained by the Company in the Retained Mortgage File or Servicing File, or
      delivered to the Custodian pursuant to Sections 2.01 and 2.03 of the Seller's
      Warranties and Servicing Agreement to which this Exhibit is attached (the
      "Agreement"): 

     

    With
      respect to each Custodial Mortgage File:
      

    


    1.   
      The original Mortgage Note bearing all intervening endorsements, endorsed "Pay
      to the order of without recourse" and signed in the name of the Company by
      an
      authorized officer (in the event that the Mortgage Loan was acquired by the
      Company in a merger, the signature must be in the following form: "[Company],
      successor by merger to [name of predecessor]"; and in the event that the
      Mortgage Loan was acquired or originated by the Company while doing business
      under another name, the signature must be in the following form: "[Company],
      formerly known as [previous name]"). 

     

    2.   
      The originals or certified true copies of any document sent for recordation
      of
      all assumption, modification, consolidation or extension agreements, with
      evidence of recording thereon. 

     

    3.    
      Except
      in
      the case of MERS Mortgage Loans, the original Assignment of Mortgage for each
      Mortgage
      Loan, in form and substance acceptable for recording (except for the insertion
      of the name of the assignee and recording information). The Assignment of
      Mortgage must be duly recorded only if recordation is either necessary under
      applicable law or commonly required by private institutional mortgage investors
      in the area where the Mortgaged Property is located or on direction of the
      Purchaser. If the Assignment of Mortgage is to be recorded, the Mortgage shall
      be assigned to the Purchaser. If the Assignment of Mortgage is not to be
      recorded, the Assignment of Mortgage shall be delivered in blank. If the
      Mortgage Loan was acquired by the Company in a merger, the Assignment of
      Mortgage must be made by "[Company], successor by merger to [name of
      predecessor]." If the Mortgage Loan was acquired or originated by the Company
      while doing business under another name, the Assignment of Mortgage must be
      by
      "[Company], formerly know as [previous name]."

     

    4.    
      The original of any guarantee executed in connection with the Mortgage Note.
      

     

    5.    
      Original or copy of power of attorney, if applicable. 

     

    With
      respect to each Retained Mortgage File: 

     

    6.    
      Except with respect to a MERS Mortgage Loan, the original Mortgage, with
      evidence of recording thereon or a certified true and correct copy of the
      Mortgage sent for recordation. If in connection with any Mortgage Loan, the
      Company cannot deliver or cause to be delivered the original Mortgage with
      evidence of recording thereon on or prior to the Closing Date because of a
      delay
      caused by the public recording office where such Mortgage has been delivered
      for
recordation
      or because such Mortgage has been lost or because such public recording office
      retains the original recorded Mortgage, the Company shall deliver or cause
      to be
      delivered to the Custodian, a photocopy of such Mortgage, together with (i)
      in
      the case of a delay caused by the public recording office, an Officer's
      Certificate of the Company stating that such Mortgage has been dispatched to
      the
      appropriate public recording office for recordation and that the original
      recorded Mortgage or a copy of such Mortgage certified by such public recording
      office to be a true and complete copy of the original recorded Mortgage will
      be
      promptly delivered to the Custodian upon receipt thereof by the Company; or
      (ii)
      in the case of a Mortgage where a public recording office retains the original
      recorded Mortgage or in the case where a Mortgage is lost after recordation
      in a
      public recording office, a copy of such Mortgage certified by such public
      recording office or by the title insurance company that issued the title policy
      to be a true and complete copy of the original recorded Mortgage. 

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    For
      each
      MERS Mortgage Loan, the original Mortgage, noting the presence of the MIN for
      that Mortgage Loan and either language indicating that the Mortgage Loan was
      originated in the name of MERS, or if the Mortgage Loan was not originated
      in
      the name of MERS, the original Mortgage and the assignment to MERS, with
      evidence of recording thereon. Further, with respect to MERS Mortgage Loans,
      (a)
      the Mortgage names MERS as the Mortgagee and (b) the requirements set forth
      in
      the Electronic Tracking Agreement have been satisfied, with a conformed recorded
      copy to follow as soon as the same is received by the Company. 

     

    7.   
      Except with respect to a MERS Mortgage Loan, originals or certified true copies
      of documents sent for recordation of all intervening assignments of the Mortgage
      with evidence of recording thereon, or if any such intervening assignment has
      not been returned from the applicable recording office or has been lost or
      if
      such public recording office retains the original recorded assignments of
      mortgage, the Company shall deliver or cause to be delivered to the Custodian,
      a
      photocopy of such intervening assignment, together with (i) in the case of
      a
      delay caused by the public recording office, an Officer's Certificate of the
      Company stating that such intervening assignment of mortgage has been dispatched
      to the appropriate public recording office for recordation and that such
      original recorded intervening assignment of mortgage or a copy of such
      intervening assignment of mortgage certified by the appropriate public recording
      office or by the title insurance company that issued the title policy to be
      a
      true and complete copy of the original recorded intervening assignment of
      mortgage will be promptly delivered to the Custodian upon receipt thereof by
      the
      Company; or (ii) in the case of an intervening assignment where a public
      recording office retains the original recorded intervening assignment or in
      the
      case where an intervening assignment is lost after recordation in a public
      recording office, a copy of such intervening assignment certified by such public
      recording office to be a true and complete copy of the original recorded
      intervening assignment. 

     

    8.    
      The electronic form of PMI Policy as identified by certificate number.


     

    9.    
      The original mortgagee policy of title insurance or other evidence of title
      such
      as a copy of the title commitment or copy of the preliminary title commitment.
      

     

    10.  
      Any security agreement, chattel mortgage or equivalent executed in connection
      with the Mortgage. 

     

    11.  
      For each Cooperative Loan, the original or a copy of the following:


     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    The
      Pledge Agreement entered into by the Mortgagor with respect to such Cooperative
      Loan; 

     

    UCC-3
      assignment in blank (or equivalent instrument), sufficient under the laws of
      the
      jurisdiction where the related Cooperative Apartment is located to reflect
      of
      record the sale and assignment of the Cooperative Loan to the Purchaser;


     

    Assignment
      of Pledge Agreement in blank showing a complete chain of assignment from the
      originator of the related Cooperative Loan to the Company; 

     

    Form
      UCC-1 and any continuation statements with evidence of filing thereon with
      respect to such Cooperative Loan; 

     

    Cooperative
      Shares with a Stock Certificate in blank attached; Proprietary Lease;


     

    Assignment
      of Proprietary Lease, in blank, and all intervening assignments thereof;


     

    Recognition
      agreement of the interests of the mortgagee with respect to the Cooperative
      Loan
      by the Cooperative, the stock of which was pledged by the related Mortgagor
      to
      the originator of such Cooperative Loan; and 

     

    Any
      assumption, consolidation or modification agreements relating to any of the
      items specified above. 

     

    12.  
      For each Pledged Asset Mortgage Loan, an Assigned Letter of Credit, in
      accordance with Section 4.27. 

     

    With
      respect to each Mortgage Loan, the Servicing File shall include each of the
      following items to the extent in the possession of the Company or in the
      possession of the Company’s agent(s): 

     

    13. 
      The original hazard insurance policy and, if required by law, flood insurance
      policy, in accordance with Section 4.10 of the Agreement. 

     

    14.  
      Residential loan application. 

     

    15.  
      Mortgage Loan closing statement. 

     

    16.  
      Verification of employment and income, unless originated under the Company's
      Limited Documentation program, Fannie Mae Timesaver Plus. 

     

    17. 
      Verification of acceptable evidence of source and amount of down payment,
      including any related asset verification, if applicable. 

     

    18.  
      Credit report on the Mortgagor. 

     

    19.  
      Residential appraisal report, including the related completion certificate,
      if
      applicable. 

     

    20.  
      Photograph of the Mortgaged Property. 

     

    21.  
      Survey of the Mortgage property, if required by the title company or applicable
      law. 

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    22. 
      Copy of each instrument necessary to complete identification of any exception
      set forth in the exception schedule in the title policy, i.e. map or plat,
      restrictions, easements, sewer agreements, home association declarations, etc.
      

     

    23.  
      All required disclosure statements. 

     

    24.  
      If available, termite report, structural engineer's report, water potability
      and
      septic certification. 

     

    25.  
      Sales contract, if applicable. 

     

    26. 
      Evidence of payment of taxes and insurance premiums, insurance claim files,
      correspondence, current and historical computerized data files, and all other
      processing, underwriting and closing papers and records which are customarily
      contained in a mortgage loan file and which are required to document the
      Mortgage Loan or to service the Mortgage Loan. 

     

    27.  
      Amortization schedule, if available. 

     

    28.  
      Payment history for any Mortgage Loan that has been closed for more than 90
      days. 

     

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

     

    Notwithstanding
      Paragraphs 1 and 3 above, the Purchaser acknowledges that the Company may
      deliver (i) a Mortgage Note for which the chain of endorsements is not identical
      to that of the intervening Assignments with respect to such Mortgage Note,
      which
      shall not affect the enforceability of such Mortgage Note, and/or (ii)
      intervening Assignments which are not identical to the chain of endorsements
      with respect to such Mortgage Note, which shall not affect the validity of
      such
      intervening Assignments; provided, however, that such acknowledgment shall
      in no
      way operate to negate the Purchaser's remedies for the Company’s breach of the
      representations and warranties under this Agreement. 

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    EXHIBIT
      D


     

    DATA
      FILE ELEMENTS 

    


    
      	(1)  	
              the
                Mortgage Loan number;

            


    

     

    
      	(2)  	
              the
                street address of the Mortgaged Property including the city, state,
                county
                and zip code;

            


    

     

    
      	(3)  	
              a
                code indicating whether the Mortgaged Property is a single family
                residence, a 2-4 family dwelling, a PUD, a cooperative, a townhouse,
                manufactured housing or a unit in a condominium
                project;

            


    

     

    
      	(4)  	
              the
                Mortgage Interest Rate as of the Cut-off
                Date;

            


    

     

    
      	(5)  	
              the
                current Monthly Payment;

            


    

     

    
      	(6)  	
              the
                original loan term (in number of
                months);

            


    

     

    
      	(7)  	
              the
                stated maturity date;

            


    

     

    
      	(8)  	
              the
                Stated Principal Balance of the Mortgage Loan as of the close of
                business
                on the Cut-off Date, after deduction of payments of principal due
                on or
                before the Cut-off Date;

            


    

     

    
      	(9)  	
              the
                Loan-to-Value Ratio;

            


    

     

    
      	(10)  	
              a
                code indicating whether the Mortgage Loan is an Interest Only Mortgage
                Loan;

            


    

     

    
      	(11)  	
              a
                code indicating whether the Mortgage Loan is a temporary buydown
                (Y or
                N);

            


    

     

    
      	(12)  	
              the
                Servicing Fee Rate;

            


    

     

    
      	(13)  	
              a
                code indicating whether the Mortgage Loan is covered by lender-paid
                mortgage insurance (Y or N);

            


    

     

    
      	(14)  	
              a
                code indicating whether the Mortgage Loan is a Time$aver® Mortgage Loan (Y
                or N);

            


    

     

    
      	(15)  	
              the
                Mortgagor's first and last name;

            


    

     

    
      	(16)  	
              a
                code indicating a Co-Borrower (Y or
                N);

            


    

     

    
      	(17)  	
              the
                Co-Borrower’s first and last name, if
                applicable;

            


    

     

    
      	(18)  	
              a
                code indicating whether the Mortgaged Property is owner-occupied,
                a second
                home or an investment property;

            


    

     

    
      	(19)  	
              the
                remaining months to maturity from the Cut-off Date, based on the
                original
                amortization schedule;

            


    

     

    
      	(20)  	
              the
                date on which the first Monthly Payment was due on the Mortgage
                Loan;

            


    

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


    
      	(21)  	
              the
                last Due Date on which a Monthly Payment was actually applied to
                the
                actual principal balance;

            


    

     

    
      	(22)  	
              the
                original principal amount of the Mortgage
                Loan;

            


    

     

    
      	(23)  	
              a
                code indicating the purpose of the loan (i.e., purchase, financing,
                rate/term refinancing, cash-out
                refinancing);

            


    

     

    
      	(24)  	
              the
                Mortgage Interest Rate at
                origination;

            


    

     

    
      	(25)  	
              a
                code indicating the documentation style (i.e., full (providing two
                years
                employment verification - 2 years W-2’s and current pay stub or 2 years
                1040’s for self employed borrowers), alternative or
                reduced);

            


    

     

    
      	(26)  	
              a
                code indicating if the Mortgage Loan is subject to a PMI
                Policy;

            


    

     

    
      	(27)  	
              the
                Appraised Value of the Mortgage
                Property;

            


    

     

    
      	(28)  	
              the
                sale price of the Mortgaged Property, if
                applicable;

            


    

     

    
      	(29)  	
              the
                Mortgagor’s underwriting FICO
                score;

            


    

     

    
      	(30)  	
              term
                of Prepayment Penalty in years;

            


    

     

    
      	(31)  	
              a
                code indicating the product type;

            


    

     

    
      	(32)  	
              a
                code indicating the credit grade of the Mortgage
                Loan;

            


    

     

    
      	(33)  	
              the
                unpaid balance of the Mortgage Loan as of the close of business on
                the
                Cut-off Date, after deduction of all payments of
                principal;

            


    

     

    
      	(34)  	
              the
                Mortgage Note date of the Mortgage
                Loan;

            


    

     

    
      	(35)  	
              the
                mortgage insurance certificate number and percentage of coverage,
                if
                applicable;

            


    

     

    
      	(36)  	
              the
                Mortgagor’s date of birth;

            


    

     

    
      	(37)  	
              if
                the Mortgage Loan is a MERS Mortgage Loan, the MIN, if
                applicable;

            


    

     

    
      	(38)  	
              employer
                name;

            


    

     

    
      	(39)  	
              subsidy
                program code;

            


    

     

    
      	(40)  	
              servicer
                name;

            


    

     

    
      	(41)  	
              the
                combined Loan-to-Value Ratio at
                origination;

            


    

     

    
      	(42)  	
              the
                total Loan-to-Value Ratio;

            


    

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


    
      	(43)  	
              whether
                the Mortgage Loan is convertible (Y or
                N);

            


    

     

    
      	(44)  	
              a
                code indicating whether the Mortgage Loan is a relocation loan (Y
                or
                N);

            


    

     

    
      	(45)  	
              a
                code indicating whether the Mortgage Loan is a leasehold loan (Y
                or
                N);

            


    

     

    
      	(46)  	
              a
                code indicating whether the Mortgage Loan is an Alt A loan (Y or
                N);

            


    

     

    
      	(47)  	
              a
                code indicating whether the Mortgage Loan is a no ratio loan (Y or
                N);

            


    

     

    
      	(48)  	
              a
                code indicating whether the Mortgage Loan is a Pledged Asset Mortgage
                Loan
                (Y or N);

            


    

     

    
      	(49)  	
              effective
                LTV percentage for Pledged Asset Mortgage
                Loan;

            


    

     

    
      	(50)  	
              citizenship
                type code;

            


    

     

    
      	(51)  	
              a
                code indicating whether the Mortgage Loan is a conforming or
                non-conforming loan, based on the original loan
                balance;

            


    

     

    
      	(52)  	
              the
                name of the client for which the Mortgage Loan was
                originated;

            


    

     

    
      	(53)  	
              a
                code indicating amortization type (1= Full or
                2=IO);

            


    

     

    
      	(54)  	
              a
                code indicating interest-only terms in months for Interest Only Mortgage
                Loans;

            


    

     

    
      	(55)  	
              the
                remaining interest-only term for Interest-Only Mortgage
                Loans;

            


    

     

    
      	(56)  	
              a
                date when first full payment is due after interest-only period is
                over for
                Interest Only Mortgage Loans;

            


    

     

    
      	(57)  	
              the
                current monthly tax and insurance
                payment;

            


    

     

    
      	(58)  	
              a
                code indicating whether the Mortgage Loan was originated through
                the
                correspondent, retail or wholesale
                channel;

            


    

     

    
      	(59)  	
              front
                end debt-to-income ratio;

            


    

     

    
      	(60)  	
              back
                end debt-to-income ratio;

            


    

     

    
      	(61)  	
              a
                code indicating borrower or lender verification of assets (B or
                L);

            


    

     

    
      	(62)  	
              combined
                balance of the first lien and second lien mortgage loan balances,
                if
                applicable;

            


    

     

    
      	(63)  	
              a
                code indicating age of Mortgage Loan in
                months;

            


    

     

    
      	(64)  	
              a
                code indicating delinquency status for last twelve (12) months
                (rolling);

            


    

     

    
      	(65)  	
              updated
                FICO score;

            


    

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


    
      	(66)  	
              a
                code indicating if borrower is self-employed (Y or
                N);

            


    

     

    
      	(67)  	
              a
                policy number or certificate number of the physical document evidencing
                mortgage insurance;

            


    

     

    
      	(68)  	
              a
                borrower’s prior rent or mortgage payment history (not associated with
                subject Mortgage Loan);

            


    

     

    
      	(69)  	
              the
                appraisal form used to document the Appraisal Value of the Mortgage
                Property;

            


    

     

    
      	(70)  	
              documentation
                type translated to Moody’s
                definition;

            


    

     

    
      	(71)  	
              type
                of asset verification utilized for decisioning the loan, translated
                to
                Moody’s definitions;

            


    

     

    
      	(72)  	
              documentation
                type translated to Standard and Poor’s
                definition;

            


    

     

    
      	(73)  	
              type
                of asset verification utilized for decisioning the loan, translated
                to
                Standard and Poor’s definitions;

            


    

     

    
      	(74)  	
              documentation
                type translated to Fitch’s
                definition;

            


    

     

    
      The
        Company shall provide the following 

      For
        the Home Mortgage Disclosure Act (HMDA):

    

     

    
      	(75)  	
              the
                Mortgagor’s and co-Mortgagor’s (if applicable)
                ethnicity;

            


    

     

    
      	(76)  	
              the
                Mortgagor’s and co-Mortgagor’s (if applicable)
                race;

            


    

     

    
      	(77)  	
              lien
                status;

            


    

     

    
      	(78)  	
              for
                cash-out refinance loans, the cash
                purpose;

            


    

     

    
      	(79)  	
              the
                Mortgagor’s and co-Mortgagor’s (if applicable)
                gender;

            


    

     

    
      	(80)  	
              the
                Mortgagor’s and co-Mortgagor’s (if applicable) social security
                numbers;

            


    

     

    
      	(81)  	
              the
                number of units for the property;

            


    

     

    
      	(82)  	
              the
                year in which the property was
                built;

            


    

     

    
      	(83)  	
              the
                qualifying monthly income of the
                Mortgagor;

            


    

     

    
      	(84)  	
              the
                number of bedrooms contained in the Mortgaged
                Property;

            


    

     

    
      	(85)  	
              a
                code indicating first time buyer (Y or
                N);

            


    

     

    
      	(86)  	
              the
                total rental income, if any;

            


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    
 

    The
      Seller shall provide the following 

    for
      the Adjustable Rate Mortgage Loans (if applicable): 

    


    
      	(87)  	
              the
                maximum Mortgage Interest Rate under the terms of the Mortgage Note
                for
                Adjustable Rate Mortgage Loans;

            


    

     

    
      	(88)  	
              the
                Periodic Interest Rate Cap for Adjustable Rate Mortgage
                Loans;

            


    

     

    
      	(89)  	
              the
                Index for Adjustable Rate Mortgage
                Loans;

            


    

     

    
      	(90)  	
              the
                next Adjustment Date for Adjustable Rate Mortgage
                Loans;

            


    

     

    
      	(91)  	
              the
                Gross Margin for Adjustable Rate Mortgage
                Loans;

            


    

     

    
      	(92)  	
              the
                lifetime interest rate cap for Adjustable Rate Mortgage
                Loans;

            


    

     

    
      	(93)  	
              the
                initial rate cap for Adjustable Rate Mortgage
                Loans;

            


    

     

    
      	(94)  	
              the
                first adjustment cap for Adjustable Rate Mortgage
                Loans;

            


    

     

    
      	(95)  	
              minimum
                interest rate allowed per Mortgage Note for Adjustable Rate Mortgage
                Loans;

            


    

     

    
      	(96)  	
              look-back
                period for Adjustable Rate Mortgage Loans (to determine loan
                index);

            


    

     

    
      	(97)  	
              minimum
                rate first adjustment period percent for Adjustable Rate Mortgage
                Loans;

            


    

     

    
      	(98)  	
              maximum
                rate first adjustment period percent for Adjustable Rate Mortgage
                Loans.

            


    

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


    EXHIBIT
      E


     

    FORM
      OF OPINION OF COUNSEL 

    


    @
      

    @
      

    @
      

    @
      

     

    
      	Re:	 	Wells Fargo Bank, N.A.
	
            	 	Mortgage Loan Series
              @


    

     

    Dear
      Sir/Madam:

     

    I
      am @ of
      Wells Fargo Bank, N.A. and have acted as counsel to Wells Fargo Bank, N.A.
      (the
“Company”), with respect to certain matters in connection with the sale by the
      Company of the mortgage loans designated as Mortgage Loan Series @ (the
“Mortgage Loans”) pursuant to that certain Seller’s Warranties and Servicing
      Agreement by and between the Company and @ (the “Purchaser”), dated as of @,
      20__, (the “Agreement”), which sale is in the form of whole Mortgage Loans.
      Capitalized terms not otherwise defined herein have the meanings set forth
      in
      the Agreement. 

     

    I
      have
      examined the following documents: 

     

    1. the
      Seller’s Warranties and Servicing Agreement; 

     

    2. the
      Custodial Agreement; 

     

    3. the
      form
      of endorsement of the Mortgage Notes; and 

     

    4. such
      other documents, records and papers as I have deemed necessary and relevant
      as a
      basis for this opinion. 

     

    To
      the
      extent I have deemed necessary and proper, I have relied upon the
      representations and warranties of the Company contained in the Agreement. I
      have
      assumed the authenticity of all documents submitted to me as originals, the
      genuineness of all signatures, the legal capacity of natural persons and the
      conformity to the originals of all documents. 

     

    Based
      upon the foregoing, it is my opinion that; 

     

    
      	1.  
              	
              The
                Company is a national banking association duly organized, validly
                existing
                and in good standing under the laws of the United
                States.

            


    

     

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

            


    

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      	3.  
              	
              Each
                person who, as an officer or attorney-in-fact of the Company, signed
                (a)
                the Agreements and (b) 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 Agreements 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.

            


    

     

    
      	4.  
              	
              Each
                of the Agreement, the Custodial Agreement, and the Mortgage Loans,
                has
                been duly authorized, executed and delivered by the Company and is
                a
                legal, valid and binding agreement enforceable in accordance with
                its
                terms, subject to the effect of insolvency, liquidation, conservatorship
                and other similar laws administered by the Federal Deposit Insurance
                Corporation affecting the enforcement of contract obligations of
                insured
                banks and subject to the application of the rules of equity, including
                those respecting the availability of specific performance, none of
                which
                will materially interfere with the realization of the benefits provided
                thereunder or with the Purchaser’s ownership of the Mortgage
                Loans.

            


    

     

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

            


    

     

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

            


    

     

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

            


    

     

    
      	8.  
              	
              There
                is no action, suit, proceeding or investigation pending or, to the
                best of
                my knowledge, threatened against the Company which, in my opinion,
                either
                in any one instance or in the aggregate, may result in any material
                adverse change in the business, operations, financial condition,
                properties or assets of the Company or in any material impairment
                of the
                right or ability of the Company to carry on its business substantially
                as
                now conducted or in any material liability on the part of the Company
                or
                which would draw into question the validity of the Agreement, and
                the
                Custodial Agreement, or of any action taken or to be taken in connection
                with the transactions contemplated thereby, or which would be likely
                to
                impair materially the ability of the Company to perform under the
                terms of
                the Agreement and the Custodial
                Agreement.

            


    

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


    
      	9.   
                	
              For
                purposes of the foregoing, I have not regarded any legal or governmental
                actions, investigations or proceedings to be "threatened" unless
                the
                potential litigant or governmental authority has manifested to the
                legal
                department of the Company or an employee of the Company responsible
                for
                the receipt of process a present intention to initiate such proceedings;
                nor have I regarded any legal or governmental actions, investigations
                or
                proceedings as including those that are conducted by state or federal
                authorities in connection with their routine regulatory activities.
                The
                sale of each Mortgage Note and Mortgage as and in the manner contemplated
                by the Agreements is sufficient fully to transfer all right, title
                and
                interest of the Company thereto as noteholder and mortgagee, apart
                from
                the rights to service the Mortgage Loans pursuant to the
                Agreement.

            


    

     

    
      	10. 
              	
              The
                form of endorsement that is to be used with respect to the Mortgage
                Loans
                is legally valid and sufficient to duly endorse the Mortgage Notes
                to the
                Purchaser. Upon the completion of the endorsement of the Mortgage
                Notes
                and the completion of the assignments of the Mortgages, and the recording
                thereof, the endorsement of the Mortgage Notes, the delivery to the
                Custodian of the completed assignments of the Mortgages, and the
                delivery
                of the original endorsed Mortgage Notes to the Custodian would be
                sufficient to permit the entity to which such Mortgage Note is initially
                endorsed at the Purchaser’s direction, and to whom such assignment of
                Mortgages is initially assigned at the Purchaser’s direction, to avail
                itself of all protection available under applicable law against the
                claims
                of any present or future creditors of the Company, and would be sufficient
                to prevent any other sale, transfer, assignment, pledge or hypothecation
                of the Mortgages and the Mortgage Notes by the Company from being
                enforceable.

            


    

    


    This
      opinion is given to you for your sole benefit, and no other person or entity
      is
      entitled to rely hereon except that the purchaser or purchasers to which you
      initially and directly resell the Mortgage Loans may rely on this opinion as
      if
      it were addressed to them as of its date. 

     

    Sincerely,
      

    


    @

    @
      

    


    @/@
      

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


    EXHIBIT
      F


     

    SERVICING
      CRITERIA TO BE ADDRESSED 

    IN
      ASSESSMENT OF COMPLIANCE 

     

    


    The
      assessment of compliance to be delivered by [the Company][Name of Subservicer]
      shall address, as a minimum, 

    the
      criteria identified below as “Applicable Servicing Criteria” 

    


    
      	
              Reg
                AB

              Reference

            	
              Servicing
                Criteria

            	
              Applicable
                Servicing Criteria

            	
              Inapplicable
                Servicing Criteria

            
	
               

            	
              General
                Servicing Considerations

            	
               

            	
               

            
	
              
                1122(d)(1)(i)

              

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

            	
              X

            	
               

            
	
              
                1122(d)(1)(ii)

              

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

            	
              X

            	
               

            
	
              
                1122(d)(1)(iii)

              

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

            	
               

            	
              X

            
	
              
                1122(d)(1)(iv)

              

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

            	
              X

            	
               

            
	
               

            	
              Cash
                Collection and Administration

            	
               

            	
               

            
	
              
                1122(d)(2)(i)

              

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

            	
              X

            	
               

            
	
              1122(d)(2)(ii)

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

            	
              X

            	
               

            
	
              
                1122(d)(2)(iii)

              

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

            	
              X

            	
               

            
	
              
                1122(d)(2)(iv)

              

            	
              The
                related accounts for the transaction, such as cash reserve accounts
                or
                accounts
                established as a form of vercollateralization, are separately maintained
                (e.g., with respect to commingling of cash) as set forth in the transaction
                agreements.

            	
              X

            	
               

            
	
              
                1122(d)(2)(v)

              

            	
              Each
                custodial account is maintained at a federally insured depository
institution
                as set forth in the transaction agreements. For purposes of this
criterion,
                “federally insured depository institution” with respect to a foreign financial
                institution means a foreign financial institution that meets the
requirements
                of Rule 13k-1(b)(1) of the Securities Exchange
                Act.

            	
              X

            	
               

            
	
              1122(d)(2)(vi)

            	
              Unissued
                checks are safeguarded so as to prevent unauthorized
                access.

            	
              X

            	
               

            
	
              
                1122(d)(2)(vii)

              

            	
              Reconciliations
                are prepared on a monthly basis for all asset-backed securities
                related bank accounts, including custodial accounts and related bank
                clearing accounts. These reconciliations are (A) mathematically accurate;
                (B) prepared within 30 calendar days after the bank statement cutoff
                date, or such other number of days specified in the transaction agreements;
                (C) reviewed and approved by someone other than the person who
                prepared the reconciliation; and (D) contain explanations for reconciling
                items. These reconciling items are resolved within 90 calendar days
                of their original identification, or such other number of days specified
                in
                the transaction
                agreements.

            	
              X

            	
               

            
	
               

            	
              Investor
                Remittances and Reporting

            	
               

            	
               

            
	
              1122(d)(3)(i)

               

            	
              Reports
                to investors, including those to be filed with the Commission, are
                maintained
                in accordance with the transaction agreements and applicable Commission
                requirements. Specifically, such reports (A) are prepared in accordance
                with timeframes and other terms set forth in the transaction agreements;
                (B) provide information calculated in accordance with the terms specified
                in the transaction agreements; (C) are filed with the Commission
as
                required by its rules and regulations; and (D) agree with investors’ or
                the trustee’s
                records as to the total unpaid principal balance and number of mortgage
                loans serviced by the
                Servicer.

            	
              X

            	
               

            


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      	
              
                1122(d)(3)(ii)

              

            	
              Amounts
                due to investors are allocated and remitted in accordance with timeframes,
                distribution priority and other terms set forth in the transaction
agreements.

            	
              X

            	 
	
              
                1122(d)(3)(iii)

              

            	
              Disbursements
                made to an investor are posted within two business days to the
                Servicer’s investor records, or such other number of days specified in
                the
                transaction agreements.

            	
              X

            	 
	
              
                1122(d)(3)(iv)

              

            	
              Amounts
                remitted to investors per the investor reports agree with cancelled
checks,
                or other form of payment, or custodial bank statements.
                

            	
              X

            	 
	
               

            	Pool
              Asset Administration	
               

            	 
	
              
                1122(d)(4)(i)

              

            	
              Collateral
                or security on mortgage loans is maintained as required by the transaction
                agreements or related mortgage loan documents.

            	
              X

            	 
	
              
                1122(d)(4)(ii)

              

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

            	
              X

            	 
	
              
                1122(d)(4)(iii)

              

            	
              Any
                additions, removals or substitutions to the asset pool are made,
reviewed
                and approved in accordance with any conditions or requirements in
                the transaction agreements.

            	
              X

            	 
	
              
                1122(d)(4)(iv)

              

            	
              Payments
                on mortgage loans, including any payoffs, made in accordance with
                the related mortgage loan documents are posted to the Servicer’s obligor
                records maintained no more than two business days after receipt,
                or such
                other number of days specified in the transaction agreements, and
allocated
                to principal, interest or other items (e.g., escrow) in accordance
with
                the related mortgage loan
                documents.

            	
              X

            	 
	
              
                1122(d)(4)(v)

              

            	
              The
                Servicer’s records regarding the mortgage loans agree with the Servicer’s
                records with respect to an obligor’s unpaid principal
                balance.

            	
              X

            	 
	
              
                1122(d)(4)(vi)

              

            	
              Changes
                with respect to the terms or status of an obligor's mortgage loans
(e.g.,
                loan modifications or re-agings) are made, reviewed and approved
                by authorized
                personnel in accordance with the transaction agreements and related
                pool asset documents.

            	
              X

            	 
	
              
                1122(d)(4)(vii)

              

            	
              Loss
                mitigation or recovery actions (e.g., forbearance plans, modifications
                and
                deeds in lieu of foreclosure, foreclosures and repossessions, as
applicable)
                are initiated, conducted and concluded in accordance with the timeframes
                or other requirements established by the transaction
                agreements.

            	
              X

            	 
	
              
                1122(d)(4)(viii)

              

            	
              Records
                documenting collection efforts are maintained during the period a
mortgage
                loan is delinquent in accordance with the transaction agreements.
Such
                records are maintained on at least a monthly basis, or such other
                period
                specified
                in the transaction agreements, and describe the entity’s activities in
                monitoring
                delinquent mortgage loans including, for example, phone calls, letters
                and payment rescheduling plans in cases where delinquency is deemed
                temporary (e.g., illness or
                unemployment).

            	
              X

            	 
	
              
                1122(d)(4)(ix)

              

            	
              Adjustments
                to interest rates or rates of return for mortgage loans with variable
                rates are computed based on the related mortgage loan
                documents.

            	
              X

            	 
	
              
                1122(d)(4)(x)

              

            	
              Regarding
                any funds held in trust for an obligor (such as escrow accounts):
(A)
                such funds are analyzed, in accordance with the obligor’s mortgage loan
                documents,
                on at least an annual basis, or such other period specified in the
transaction
                agreements; (B) interest on such funds is paid, or credited, to obligors
                in accordance with applicable mortgage loan documents and state
                
                
                  
                    
                      
                        laws;
                          and (C) such funds are returned to the obligor within 30
                          calendar days
                          of
                          full repayment of the related mortgage loans, or such other
                          number of
                          days
                          specified in the transaction
                          agreements.

                      

                    

                  

                

              

            	
              X

            	 
	
              1122(d)(4)(xi)

            	
              Payments
                made on behalf of an obligor (such as tax or insurance payments)
are
                made on or before the related penalty or expiration dates, as indicated
                on
                the
                appropriate bills or notices for such payments, provided that such
support
                has been received by the servicer at least 30 calendar days prior
                to these
                dates, or such other number of days specified in the transaction
                
                
                  
                    
                      agreements.

                    

                  

                

              

            	
              X

            	 


    

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      	
              1122(d)(4)(xii)

               

            	
              Any
                late payment penalties in connection with any payment to be made
                on behalf
                of an obligor are paid from the Servicer’s funds and not charged to the
                obligor, unless the late payment was due to the obligor’s error or omission.

            	
              X

            	
               

            
	
              
                1122(d)(4)(xiii)

              

            	
              Disbursements
                made on behalf of an obligor are posted within two business days
                to the obligor’s records maintained by the servicer, or such other number
                of days specified in the transaction
                agreements.

            	
              X

            	
               

            
	
              
                1122(d)(4)(xiv)

              

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

            	
              X

            	
               

            
	
              1122(d)(4)(xv)

               

            	
              Any
                external enhancement or other support, identified in Item 1114(a)(1)
through
                (3) or Item 1115 of Regulation AB, is maintained as set forth in
                the transaction
                agreements.

            	
               

            	
              X

            


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    EXHIBIT
      G


     

    SARBANES
      CERTIFICATION 

     

    


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


     

    


    I,
      ________________________________, the _______________________ of [Name of
      Servicer] (the “Servicer”), 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 Servicer provided in
      accordance with Item 1123 of Regulation AB (the “Compliance Statement”), the
      report on assessment of the Servicer’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 Servicer during 200[ ] that were
      delivered by the Servicer to the [Depositor] [Master Servicer] [Securities
      Administrator] [Trustee] pursuant to the Agreement (collectively, the “Servicer
      Servicing Information”); 

     

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

     

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

     

    (5) The
      Compliance Statement required to be delivered by the Servicer pursuant to the
      Agreement, and the Servicing Assessment and Attestation Report required to
      be
      provided by the Servicer 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:__________________________

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    EXHIBIT
      H


     

    ASSIGNMENT,
      ASSUMPTION AND RECOGNITION AGREEMENT 

    


    ____________,
      20__ 

     

    


    ASSIGNMENT,
      ASSUMPTION AND RECOGNITION AGREEMENT, dated _____________, 20__ between
      _________________, a _________________ corporation having an office at
      _________________ ("Assignor") and _____________, having an office at
      ____________ ("Assignee"): 

     

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

     

    1.
      The
      Assignor hereby grants, transfers and assigns to Assignee all of the right,
      title and interest of Assignor, as Purchaser, in, to and under that certain
      Seller's Warranties and Servicing Agreement, (the "Seller's Warranties and
      Servicing Agreement"), dated as of _________________, by and between
      _________________ (the "Purchaser"), and _________________ (the "Company"),
      and
      the Mortgage Loans delivered thereunder by the Company to the Assignor, and
      that
      certain Custodial Agreement, (the "Custodial Agreement"), dated as of
      _________________, by and among the Company, the Purchaser and _________________
      (the "Custodian"). 

     

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

     

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

     

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

     

    c.
      The
      Assignor has not waived or agreed to any waiver under, or agreed to any
      amendment or other modification of, the Seller's Warranties and Servicing
      Agreement, the Custodial Agreement or the Mortgage Loans, including without
      limitation the transfer of the servicing obligations under the Seller's
      Warranties and Servicing Agreement. The Assignor has no knowledge of, and has
      not received notice of, any waivers under or amendments or other modifications
      of, or assignments of rights or obligations under, the Seller's Warranties
      and
      Servicing Agreement or the Mortgage Loans; and 

     

    d.
      Neither the Assignor nor anyone acting on its behalf has offered, transferred,
      pledged, sold or otherwise disposed of the Mortgage Loans, any interest in
      the
      Mortgage Loans or any other similar security to, or solicited any offer to
      buy
      or accept a transfer, pledge or other disposition of the Mortgage Loans, any
      interest in the Mortgage Loans or any other similar security from, or otherwise
      approached or negotiated with respect to the Mortgage Loans, any interest in
      the
      Mortgage Loans or any other similar security with, any person in any manner,
      or
      made any general solicitation by means of general advertising or in any other
      manner, or taken any other action which would constitute a distribution of
      the
      Mortgage Loans under the Securities Act of 1933 (the "33 Act") or which would
      render the disposition of the Mortgage Loans a violation of Section 5 of the
      33
      Act or require registration pursuant thereto. 

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    3.
      That
      Assignee warrants and represent to, and covenants with, the Assignor and the
      Company pursuant to Section 12.10 of the Seller's Warranties and Servicing
      Agreement that: 

     

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

     

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

     

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

     

    d.
      The
      Assignee is acquiring the Mortgage Loans for investment for its own account
      only
      and not for any other person. In this connection, neither the Assignee nor
      any
      person authorized to act therefor has offered to sell the Mortgage Loans by
      means of any general advertising or general solicitation within the meaning
      of
      Rule 502(c) of US Securities and Exchange Commission Regulation D, promulgated
      under the 1933 Act; 

     

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

     

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

     

    g.
      Neither the Assignee nor anyone acting on its behalf has offered, transferred,
      pledged, sold or otherwise disposed of the Mortgage Loans, any interest in
      the
      Mortgage Loans or any other similar security to, or solicited any offer to
      buy
      or accepted a transfer, pledge or other disposition of the Mortgage Loans,
      any
      interest in the Mortgage Loans or any other similar security from, or otherwise
      approached or negotiated with respect to the Mortgage Loans, any interest in
      the
      Mortgage Loans or any other similar security with, any person in any manner
      which would constitute a distribution of the Mortgage Loans under the 33 Act
      or
      which would render the disposition of the Mortgage Loans a violation of Section
      5 of the 33 Act or require registration pursuant thereto, nor will it act,
      nor
      has it authorized or will it authorize any person to act, in such manner with
      respect to the Mortgage Loans; and 

     

    h.
      Either
      (1) the Assignee is not an employee benefit plan ("Plan") within the meaning
      of
      section 3(3) of the Employee Retirement Income Security Act of 1974, as amended
      ("ERISA") or a plan (also "Plan") within the meaning of section 4975(e)(1)
      of
      the Internal Revenue Code of 1986 ("Code"), and the Assignee is not directly
      or
      indirectly purchasing the Mortgage Loans on behalf of, investment manager of,
      as
      named fiduciary of, as Trustee of, or with assets of, a Plan; or (2) the
      Assignee's purchase of the Mortgage Loans will not result in a prohibited
      transaction under section 406 of ERISA or section 4975 of the Code.


     

    i.
      The
      Assignee's address for purposes of all notices and correspondence related to
      the
      Mortgage Loans and the Seller's Warranties and Servicing Agreements is:


     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    __________________________________

    __________________________________

    __________________________________

     

    Attention:
      _________________ 

    


    The
      Assignee's wire transfer instructions for purposes of all remittances and
      payments related to the Mortgage Loans and the Seller's Warranties and Servicing
      Agreement is: 

    
      __________________________________

      __________________________________

      __________________________________

       

      Attention:
        _________________ 

    

    


    4.
      From
      and after the date hereof, the Company shall note the transfer of the Mortgage
      Loans to the Assignee in its books and records, the Company shall recognize
      the
      Assignee as the owner of the Mortgage Loans and the Company shall service the
      Mortgage Loans for the benefit of the Assignee pursuant to the Seller’s
      Warranties and Servicing Agreement, the terms of which are incorporated herein
      by reference. It is the intention of the Assignor, the Company and the Assignee
      that the Seller’s Warranties and Servicing Agreement shall be binding upon and
      inure to the benefit of the Company and the Assignee and their respective
      successors and assigns. 

     

    [Signatures
      Follow] 

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

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

     

     

    
      	___________________________	 	___________________________
	Assignor	 	Assignee 
	 	 	 
	By: ____________________________	 	By: ____________________________
	 	 	 
	Name: __________________________	 	Name: __________________________
	 	 	 
	Its: _____________________________	 	Its:
              _____________________________
	 	 	 
	Tax Payer Identification No.:	 	Tax Payer Identification No.:
	____________________________	 	 ____________________________


    

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    EXHIBIT
      I


     

    FORM
      OF SECURITY RELEASE CERTIFICATION 

     

    


    Release
      of Security Interest 

    


    Wells
      Fargo Bank, N.A. (the “Company”),
      hereby
      relinquishes any and all right, title and interest it may have in and to the
      Mortgage Loans described on the Mortgage Loan Schedule, which is attached as
      Exhibit A (excluding servicing rights) to the Agreement, upon receipt of
$_________
      at
      the wire
      instructions below, for such Mortgage Loans (the “Date and Time of Sale”), and
      certifies that all Mortgage Loan Documents as contained in the Custodial
      Mortgage File have been delivered and released to Redwood Trust, Inc. or its
      designees as of the Date and Time of Sale. 

     

    Wells
      Fargo Bank, N.A. Wire Instructions:
      

     

    
      	Bank: 	 	Wells Fargo Bank,
              N.A.
	
            	 	 
	ABA #:	 	 
	FBO:	 	Wells Fargo Home
              Mortgage
	A/C#: 	 	 
	Notify:	 	Janet Division
	Ref:	 	WFHM
              20__-___


    

    


    Date:

     

    Wells
      Fargo Bank, N.A., 

     

    By:___________________________________

    Name:
      

    Title:

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

     

    WELLS
      FARGO - SEQUOIA TO TRUSTEE


    ASSIGNMENT,
      ASSUMPTION AND RECOGNITION AGREEMENT

    


    For

    


    Mortgage
      Loan Flow Purchase, Sale and Servicing Agreement


     

    THIS
      ASSIGNMENT, ASSUMPTION AND RECOGNITION AGREEMENT, dated as of July 27, 2007
      (the
“Assignment”), is entered into among Sequoia Residential Funding, Inc. (the
“Assignor”), Wells Fargo Bank, N.A., as the seller and the servicer (the
“Company”), and HSBC Bank USA, National Association ("HSBC Bank") as Trustee
      under a Pooling and Servicing Agreement dated as of July 1, 2007 (the “Pooling
      and Servicing Agreement”), among the Assignor, as Depositor, HSBC Bank (in such
      Trustee capacity, the “Assignee”) and Wells Fargo Bank, N. A., as Master
      Servicer and Securities Administrator.

     

    RECITALS

    


    WHEREAS,
      Redwood Trust, Inc. (“Redwood”) and the Company have entered into that certain
      (i) Seller’s Warranties and Servicing Agreement, dated as of May 1, 2007 (WFHM
      2007-W17 and WFHM 2007-W18) (the “May Seller’s Warranties and Servicing
      Agreement”) and (ii) Seller’s Warranties and Servicing Agreement, dated as of
      June 1, 2007 (WFHM 2007-W24) (the “June Seller’s Warranties and Servicing
      Agreement” and together with the May Seller’s Warranties and Servicing
      Agreement, the “Seller’s Warranties and Servicing Agreement”), and pursuant to
      the (i) Commitment Letter(s) issued under the May Seller’s Warranties and
      Servicing Agreement and listed in Appendix
      A
      hereto
      (the “Commitment Letter(s))” and (ii) Trade Stipulation Sheet issued under the
      June Seller’s Warranties and Servicing Agreement and listed in Appendix
      A
      hereto
      (the “TSS” and, together with the Commitment Letter(s) and the Seller’s
      Warranties and Servicing Agreement, the “Agreements”) Redwood acquired from the
      Company certain Mortgage Loans (the “Mortgage Loans”) and pursuant to the
      Assignment, Assumption and Recognition Agreement dated July 27, 2007 between
      Redwood and RWT Holdings, Inc. (“RWT”) (the “Redwood Assignments,” and together
      with the Agreements, the “Master Purchase Agreements”) Redwood has sold to RWT
      the Mortgage Loans previously acquired by Redwood under the Agreements, and
      the
      Company has agreed to service such Mortgage Loans; and

     

    WHEREAS,
      RWT has previously sold, assigned and transferred all of its right, title and
      interest in certain of the Mortgage Loans (the “Specified Mortgage Loans”) which
      are listed on the mortgage loan schedule attached as Exhibit
      I
      hereto
      (the “Specified Mortgage Loan Schedule”) and certain rights under the Master
      Purchase Agreements with respect to the Specified Mortgage Loans to Assignor;
      and

     

    WHEREAS,
      the parties hereto have agreed that the Specified Mortgage Loans shall be
      subject to the terms of this Assignment.

     

    NOW,
      THEREFORE, in consideration of the mutual promises contained herein and other
      good and valuable consideration (the receipt and sufficiency of which are hereby
      acknowledged), the parties agree as follows:

     

    
      
        
        

      

      
        1

        
          

        

      

      
        
        

      

    


    1. Assignment
      and Assumption.

     

    (a) Effective
      on and as of the date hereof, the Assignor hereby pledges, assigns and transfers
      to the Assignee all of its right, title and interest in the Specified Mortgage
      Loans and all of its rights (but none of the Purchaser’s obligations) provided
      under the Master Purchase Agreements to the extent relating to the Specified
      Mortgage Loans, the Assignee hereby accepts such assignment from the Assignor,
      and the Company hereby acknowledges such assignment and assumption.

     

    (b) Effective
      on and as of the date hereof, the Assignor represents and warrants to the
      Assignee that the Assignor has not taken any action that would serve to impair
      or encumber the Assignee’s interest in the Specified Mortgage Loans since the
      date of the Assignor’s acquisition of the Specified Mortgage Loans.

     

    2. Recognition
      of the Assignee.

     

    From
      and
      after the date hereof, subject to Section 3 below, the Company shall recognize
      the Assignee as the holder of the rights and benefits of the Purchaser with
      respect to the Specified Mortgage Loans and the Company will service the
      Specified Mortgage Loans for the Assignee in accordance with the June Seller’s
      Warranties and Servicing Agreement (as amended hereby) as if the Assignee and
      the Company had entered into a separate servicing agreement for the servicing
      of
      the Specified Mortgage Loans in the form of the June Seller’s Warranties and
      Servicing Agreement (as amended hereby) with the Assignee as the Purchaser
      thereunder, the terms of which June Seller’s Warranties and Servicing Agreement
      are incorporated herein by reference and amended hereby. It is the intention
      of
      the parties hereto that this Assignment will be a separate and distinct
      agreement, and the entire agreement, between the parties hereto to the extent
      of
      the Specified Mortgage Loans and shall be binding upon and for the benefit
      of
      the respective successors and assigns of the parties hereto.

     

    3. Assignor’s
      Continuing Rights and Responsibilities.

     

    Notwithstanding
      Sections 1 and 2 above, the parties hereto agree that the Assignor rather than
      the Assignee shall have the ongoing rights to take action and the
      responsibilities of the Purchaser under the following sections of the June
      Seller’s Warranties and Servicing Agreement:

     

    June
      Seller’s Warranties and Servicing Agreement:

     

    
      	
              Section

            	 	
              Matter

            
	 	 	 
	
              3.03

            	 	
              (a) Repurchase.

            
	 	 	 
	
              4.01,
                2nd

            	 	
              (b) Company
                to Act as Servicer.

            
	 	 	 
	
              4.02

            	 	
              (c) Liquidation
                of Mortgage Loans.

            
	 	 	 


    

    
      	
              4.16

            	 	
              (d) Title,
                Management and Disposition of REO Property.

            
	 	 	 
	
              4.22

            	 	
              (e)
                Confidentiality/Protection of Customer Information.

            
	 	 	 
	
              6.01

            	 	
              (f)
                Transfers of Mortgaged Property.

            


    

     

     

    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    

     

     

    
      	
              6.08

            	 	
              (g) Right
                to Examine Company Records.

            
	 	 	 
	
              7.01

            	 	
              (h) Provisions
                of Information.

            
	 	 	 
	
              7.02

            	 	
              (i) Financial
                Statements; Servicing Facility.

            
	 	 	 
	
              8.01

            	 	
              (j) Indemnification;
                Third Party Claims.

            
	 	 	 
	
              8.03

            	 	
              (k)
                Limitation on Liability of Company and Others.

            
	 	 	 
	
              8.04

            	 	
              (k) Limitation
                on Resignation and Assignment by
                Company.

            


    

     

    In
      addition, the Company agrees to furnish to the Assignor (except with respect
      to
      Section 5.02, which shall only be to the Master Servicer) and the Master
      Servicer copies of reports, notices, statements and other communications
      required to be delivered by the Company pursuant to any of the sections of
      the
      June Seller’s Warranties and Servicing Agreement referred to above and under the
      following sections, at the times therein specified:

     

    June
      Seller’s Warranties and Servicing Agreement:

     

    
      	
              Section

            	 	 
	 	 	 
	
              4.09

            	 	
              (a) Protection
                of Accounts.

            
	 	 	 
	
              5.02

            	 	
              (b) Statements
                to Purchaser.

            
	 	 	 
	
              6.04

            	 	
              (c) Annual
                Statements as to Compliance.

            
	 	 	 
	
              6.06

            	 	
              (d)
                Report on Assessment of Compliance and Attestation.

            
	 	 	 
	
              9.01

            	 	
              (e)
                Agency Transfers Securitization Transactions and Whole Loan
                Transfers.

            


    

     

    4. Amendment
      to the June Seller’s Warranties and Servicing Agreement.

     

    The
      June
      Seller’s Warranties and Servicing Agreement is hereby amended as set forth in
Appendix
      B
      hereto
      with respect to the Specified Mortgage Loans.

     

    
      
        
        

      

      
        3

        
          

        

      

      
        
        

      

    


    5. Representations
      and Warranties.

     

    (a) Each
      of
      the parties hereto represents and warrants that it is duly and legally
      authorized to enter into this Assignment.

     

    (b) Each
      of
      the parties hereto represents and warrants that this Assignment has been duly
      authorized, executed and delivered by it and (assuming due authorization,
      execution and delivery thereof by each of the other parties hereto) constitutes
      its legal, valid and binding obligation, enforceable against it in accordance
      with its terms, except as such enforcement may be limited by insolvency,
      conservatorship or other similar laws administered by the Federal Deposit
      Insurance Corporation affecting the enforcement of contract obligations of
      insured banks and subject to the application of the rules of
      equity.

     

    6. Continuing
      Effect.

     

    Except
      as
      contemplated hereby, the Master Purchase Agreements shall remain in full force
      and effect in accordance with its terms. This Assignment constitutes a
      Reconstitution Agreement as contemplated in Article IX of the Seller’s
      Warranties and Servicing Agreement and the Reconstitution Date shall be the
      date
      hereof with respect to the Specified Mortgage Loans listed on Exhibit
      I
      on the
      date hereof.

     

    7. Governing
      Law.

     

    This
      Assignment and the rights and obligations hereunder shall be governed by and
      construed in accordance with the internal laws of the State of New
      York.

     

    8. Notices.

     

    Any
      notices or other communications permitted or required under the Master Purchase
      Agreements to be made to the Assignor, Assignee and the Company shall be made
      in
      accordance with the terms of the Master Purchase Agreements and shall be sent
      to
      the Assignor, Assignee and the Company as follows: 


     

    Sequoia
      Residential Funding, Inc.

    One
      Belvedere Place, Suite 330

    Mill
      Valley, CA 94941

    


    HSBC
      Bank
      USA, National Association

    452
      Fifth
      Avenue

    New
      York,
      NY 10018 

    Attn:
      Corporate Trust & Loan Agency


     

    Wells
      Fargo Bank, N.A.

    1
      Home
      Campus

    Des
      Moines, IA 50328-0001

    Attention:
      John B. Brown, MAC X2302-033

    Fax:
      515/324-3118

     

    
      
        
        

      

      
        4

        
          

        

      

      
        
        

      

    

    


    Wells
      Fargo Bank, N.A.

    1
      Home
      Campus

    Des
      Moines, IA 50328-0001

    Attention:
      General Counsel MAC X2401-06T


     

    or
      to
      such other address as may hereafter be furnished by the Assignor, Assignee
      or
      the Company to the other parties in accordance with the provisions of the Master
      Purchase Agreements.

     

    9. Counterparts.

     

    This
      Assignment may be executed in counterparts, each of which when so executed
      shall
      be deemed to be an original and all of which when taken together shall
      constitute one and the same instrument.

     

    10. Definitions.

     

    Any
      capitalized term used but not defined in this Assignment has the same meaning
      as
      in the Master Purchase Agreements.

     

    11. Master
      Servicer.

     

    The
      Company hereby acknowledges that the Assignee has appointed Wells Fargo Bank,
      N.
      A. (the “Master Servicer”) to act as master servicer and securities
      administrator under the Pooling and Servicing Agreement and hereby agrees to
      treat all inquiries, instructions, authorizations and other communications
      from
      the Master Servicer as if the same had been received from the Assignee. The
      Master Servicer, acting on behalf of the Assignee, shall have the rights of
      the
      Assignee as the Purchaser under the June Seller’s Warranties and Servicing
      Agreement to enforce the obligations of the Company thereunder. Any notices
      or
      other communications permitted or required under the Master Purchase Agreements
      to be made to the Assignee shall be made in accordance with the terms of the
      Master Purchase Agreements and shall be sent to the Master Servicer at the
      following address:

     

    Wells
      Fargo Bank, N. A.

    P.O.
      Box
      98

    Columbia,
      Maryland 21046 

    (or,
      for
      overnight deliveries, 9062 Old Annapolis Road, Columbia, Maryland
      21045)

    Attention:
      Sequoia Mortgage Trust 2007-3

    


    or
      to
      such other address as may hereafter be furnished by the Master Servicer to
      the
      Company. Any such notices or other communications permitted or required under
      the Master Purchase Agreements may be delivered in electronic format unless
      manual signature is required in which case a hard copy of such report or
      communication shall be required.

     

    The
      Company further acknowledges that the Assignor has engaged the Master Servicer
      to provide certain default administration and that the Master Servicer, acting
      as agent of the Assignor, may exercise any of the rights of the Purchaser
      retained by the Assignor in Section 3 above.

     

    
      
        
        

      

      
        5

        
          

        

      

      
        
        

      

    

    


    The
      Company shall make all distributions under the June Seller’s Warranties and
      Servicing Agreement,
      as they relate to the Specified Mortgage Loans, to the Master Servicer by wire
      transfer of immediately funds to:

     

    Wells
      Fargo Bank, NA

    San
      Francisco, CA

    ABA#
      121-000-248

    Acct#
      3970771416

    Acct
      Name: SAS Clearing

    FFC:
      53164600

     

    12. Successors
      and Assigns.

     

    Upon
      a
      transfer of the Specified Mortgage Loans by the Assignee (other than in respect
      of repurchases pursuant to Section 3.03 or Section 6.02 of the Seller’s
      Warranties and Servicing Agreement, as applicable) to a buyer (“Buyer”), such
      transfer shall constitute a Reconstitution subject to the terms of Article
      IX of
      the Seller’s Warranties and Servicing Agreement. Upon the closing of such
      transfer, the rights and obligations of Purchaser retained by the Assignor
      pursuant to this Assignment shall automatically terminate and the Buyer shall
      be
      deemed to possess all of the rights and obligations of Purchaser under the
      Seller’s Warranties and Servicing Agreement, provided,
      however,
      that the
      Assignor shall remain liable for any obligations as Purchaser arising from
      or
      attributable to the period from the date hereof to the closing date of such
      transfer.

     

    
      
        
        

      

      
        6

        
          

        

      

      
        
        

      

    

     

    IN
      WITNESS WHEREOF, the parties hereto have executed this Assignment the day and
      year first above written.

     

    
      	 	 	 
	 	
              ASSIGNOR:

              


              SEQUOIA
                RESIDENTIAL FUNDING, INC.

            
	 
 	 
 	 
 
	
            	By:  	
            
	 	 	
              
 
	 	Name: 	 
	 	 	
              
 
	 	Title:  	 
	 	
              

            


    

     

    
      	 	 	 
	 	
              
                ASSIGNEE:

                


                HSBC
                  BANK USA, NATIONAL

                ASSOCIATION

              

            
	 
 	 
 	 
 
	
            	By:  	
            
	 	 	
              
 
	 	Name: 	 
	 	 	
              
 
	 	Title:  	 
	 	
              

            




    
      	 	 	 
	 	
              
                COMPANY:

                


                WELLS
                  FARGO BANK, N.A.

              

            
	 
 	 
 	 
 
	
            	By:  	
            
	 	 	
              
 
	 	Name: 	 
	 	 	
              
 
	 	Title:  	 
	 	
              

            


    

     

          

    
      
        
        

      

      
        7

        
          

        

      

      
        
        

      

       

    

    EXHIBIT
      I

     

    Specified
      Mortgage Loan Schedule

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    APPENDIX
      A

     

    
      	
              Commitment
                Letter(s)

            	 	
              Trade
                Stipulation Sheet

            
	 	 	 
	
              The
                Commitment Letter(s), each dated as of April 4, 2007, by and between
                Redwood Trust, Inc. and Wells Fargo Bank, N.A.

            	 	
              The
                Trade Stipulation Sheet, dated as of June 4, 2007, by and between
                Redwood
                Trust, Inc. and Wells Fargo Bank, N.A.

            
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 


    

    


     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    APPENDIX
      B

     

    1. The
      definition of “Closing Date” in the June Seller’s Warranties and Servicing
      Agreement is hereby revised to read as follows:

     

    "Closing
      Date:
      July
      27, 2007, except with respect to Section 2.03, Section 2.04, Section 2.07,
      Section 3.02, Section 3.03, and the Commitment Letter(s).”

     

    2. Notwithstanding
      anything to the contrary in the Master Purchase Agreements, any Custodial
      Accounts established by the Company pursuant to Section 4.04 of the June
      Seller’s Warranties and Servicing Agreement shall qualify as Eligible Accounts
      as defined in the Pooling and Servicing Agreement. 

     

    3. Section
      4.04, first sentence of the paragraph is revised to read as
      follows:

     

    "The
      Company shall segregate and hold all funds collected and received pursuant
      to a
      Mortgage Loan separate and apart
      from any of its own funds and general assets and shall establish and maintain
      one or more Custodial Accounts, in the form of a time deposit or demand
      accounts, titled “HSBC Bank USA, National Association, in trust for the holders
      of Sequoia Mortgage Trust 2007-3 Mortgage Pass-Through
      Certificates.”

    


    4. Section
      4.06, first sentence of the paragraph is revised to read as
      follows:

     

    "The
      Company shall segregate and hold all funds collected and received pursuant
      to a
      Mortgage Loan constituting Escrow Payments separate and apart
      from any
      of its own funds and general assets and shall establish and maintain one or
      more
      Escrow Accounts, in the form of time deposit or demand accounts, titled “HSBC
      Bank USA, National Association, in trust for the holders of Sequoia Mortgage
      Trust 2007-3 Mortgage Pass-Through Certificates.”


    


    5. Section
      4.12 is amended to add the following at the end of such section:

    


    “The
      Company shall upon written request provide to the Purchaser, any Master Servicer
      and any Depositor, copies or other evidence of the Fidelity Bond and errors
      and
      omissions insurance policy upon request.”


     

    6. Section
      5.02 is hereby deleted in its entirety and replaced with the
      following:

    


    “Not
      later than the tenth (10th)
      calendar day of each month, the Company shall furnish to the Purchaser in either
      written or electronic format, a delinquency report and a monthly remittance
      advice, each in a form mutually acceptable to the Company and the Purchaser,
      as
      to the remittance period ending on the last day of the preceding
      month.”


    


    7. Notwithstanding
      any provision in the Master Purchase Agreements to the contrary, the Company
      agrees that it will report to the Master Servicer on a monthly basis on the
      date
      specified therein using the formats attached hereto as Exhibits A, B and C,
      or
      such other format as may be mutually agreed upon between the Company and the
      Master Servicer. 

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    EXHIBIT
      A

     

    
      	 	 	
              Standard
                Loan Level File Layout - Master Servicing

            	 	
               

            	 	
               

            	 	
               

            
	 	 	 	 	
               

            	 	
               

            	 	
               

            
	
              Exhibit
                A: 
                Layout

            	 	 	 	
               

            	 	
               

            	 	
               

            
	
              Column
                Name

            	 	
              Description

            	 	
              Decimal

            	 	
              Format
                Comment

            	 	
              Max
                Size

            
	
              Each
                file requires the following fields:

            	 	
               

            	 	
               

            	 	
               

            
	
              SER_INVESTOR_NBR

            	 	
              A
                value assigned by the Servicer to define a group of loans.

            	 	
               

            	 	
              Text
                up to 20 digits

            	 	
              20

            
	
              LOAN_NBR

            	 	
              A
                unique identifier assigned to each loan by the investor.

            	 	
               

            	 	
              Text
                up to 10 digits

            	 	
              10

            
	
              SERVICER_LOAN_NBR

            	 	
              A
                unique number assigned to a loan by the Servicer. This may be different
                than the LOAN_NBR.

            	 	
               

            	 	
              Text
                up to 10 digits

            	 	
              10

            
	
              SCHED_PAY_AMT

            	 	
              Scheduled
                monthly principal and scheduled interest payment that a borrower
                is
                expected to pay, P&I constant.

            	 	
              2

            	 	
              No
                commas(,) or dollar signs ($)

            	 	
              11

            
	
              NOTE_INT_RATE

            	 	
              The
                loan interest rate as reported by the Servicer.

            	 	
              4

            	 	
              Max
                length of 6

            	 	
              6

            
	
              NET_INT_RATE

            	 	
              The
                loan gross interest rate less the service fee rate as reported by
                the
                Servicer.

            	 	
              4

            	 	
              Max
                length of 6

            	 	
              6

            
	
              SERV_FEE_RATE

            	 	
              The
                servicer's fee rate for a loan as reported by the Servicer.
                

            	 	
              4

            	 	
              Max
                length of 6

            	 	
              6

            
	
              SERV_FEE_AMT

            	 	
              The
                servicer's fee amount for a loan as reported by the Servicer.
                

            	 	
              2

            	 	
              No
                commas(,) or dollar signs ($)

            	 	
              11

            
	
              NEW_PAY_AMT

            	 	
              The
                new loan payment amount as reported by the Servicer. 

            	 	
              2

            	 	
              No
                commas(,) or dollar signs ($)

            	 	
              11

            
	
              NEW_LOAN_RATE

            	 	
              The
                new loan rate as reported by the Servicer. 

            	 	
              4

            	 	
              Max
                length of 6

            	 	
              6

            
	
              ARM_INDEX_RATE

            	 	
              The
                index the Servicer is using to calculate a forecasted
                rate.

            	 	
              4

            	 	
              Max
                length of 6

            	 	
              6

            
	
              ACTL_BEG_PRIN_BAL

            	 	
              The
                borrower's actual principal balance at the beginning of the processing
                cycle.

            	 	
              2

            	 	
              No
                commas(,) or dollar signs ($)

            	 	
              11

            
	
              ACTL_END_PRIN_BAL

            	 	
              The
                borrower's actual principal balance at the end of the processing
                cycle.

            	 	
              2

            	 	
              No
                commas(,) or dollar signs ($)

            	 	
              11

            
	
              BORR_NEXT_PAY_DUE_DATE

            	 	
              The
                date at the end of processing cycle that the borrower's next payment
                is
                due to the Servicer, as reported by Servicer.

            	 	
               

            	 	
              MM/DD/YYYY

            	 	
              10

            
	
              SERV_CURT_AMT_1

            	 	
              The
                first curtailment amount to be applied.

            	 	
              2

            	 	
              No
                commas(,) or dollar signs ($)

            	 	
              11

            
	
              SERV_CURT_DATE_1

            	 	
              The
                curtailment date associated with the first curtailment amount.
                

            	 	
               

            	 	
              MM/DD/YYYY

            	 	
              10

            
	
              CURT_ADJ_
                AMT_1

            	 	
              The
                curtailment interest on the first curtailment amount, if
                applicable.

            	 	
              2

            	 	
              No
                commas(,) or dollar signs ($)

            	 	
              11

            
	
              SERV_CURT_AMT_2

            	 	
              The
                second curtailment amount to be applied.

            	 	
              2

            	 	
              No
                commas(,) or dollar signs ($)

            	 	
              11

            
	
              SERV_CURT_DATE_2

            	 	
              The
                curtailment date associated with the second curtailment
                amount.

            	 	
               

            	 	
              MM/DD/YYYY

            	 	
              10

            
	
              CURT_ADJ_
                AMT_2

            	 	
              The
                curtailment interest on the second curtailment amount, if
                applicable.

            	 	
              2

            	 	
              No
                commas(,) or dollar signs ($)

            	 	
              11

            


    

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

     

    
      	
              Exhibit
                A: Continued

            	 	
              Standard
                Loan Level File Layout 

            	 	
               

            	 	
               

            	 	
               

            
	
              Column
                Name

            	 	
              Description

            	 	
              Decimal

            	 	
              Format
                Comment

            	 	
              Max
                Size

            
	
              SERV_CURT_AMT_3

            	 	
              The
                third curtailment amount to be applied.

            	 	
              2

            	 	
              No
                commas(,) or dollar signs ($)

            	 	
              11

            
	
              SERV_CURT_DATE_3

            	 	
              The
                curtailment date associated with the third curtailment
                amount.

            	 	
               

            	 	
              MM/DD/YYYY

            	 	
              10

            
	
              CURT_ADJ_AMT_3

            	 	
              The
                curtailment interest on the third curtailment amount, if
                applicable.

            	 	
              2

            	 	
              No
                commas(,) or dollar signs ($)

            	 	
              11

            
	
              PIF_AMT

            	 	
              The
                loan "paid in full" amount as reported by the Servicer.

            	 	
              2

            	 	
              No
                commas(,) or dollar signs ($)

            	 	
              11

            
	
              PIF_DATE

            	 	
              The
                paid in full date as reported by the Servicer.

            	 	
               

            	 	
              MM/DD/YYYY

            	 	
              10

            
	
               

              ACTION_CODE

            	 	
               

              The
                standard FNMA numeric code used to indicate the default/delinquent
                status
                of a particular loan.

            	 	
               

            	 	
              Action
                Code Key: 15=Bankruptcy, 30=Foreclosure, , 60=PIF, 63=Substitution,
                65=Repurchase,70=REO 

            	 	
              2

            
	
              INT_ADJ_AMT

            	 	
              The
                amount of the interest adjustment as reported by the
                Servicer.

            	 	
              2

            	 	
              No
                commas(,) or dollar signs ($)

            	 	
              11

            
	
              SOLDIER_SAILOR_ADJ_AMT

            	 	
              The
                Soldier and Sailor Adjustment amount, if applicable.

            	 	
              2

            	 	
              No
                commas(,) or dollar signs ($)

            	 	
              11

            
	
              NON_ADV_LOAN_AMT

            	 	
              The
                Non Recoverable Loan Amount, if applicable.

            	 	
              2

            	 	
              No
                commas(,) or dollar signs ($)

            	 	
              11

            
	
              LOAN_LOSS_AMT

            	 	
              The
                amount the Servicer is passing as a loss, if applicable.

            	 	
              2

            	 	
              No
                commas(,) or dollar signs ($)

            	 	
              11

            
	
              Plus
                the following applicable fields:

            	 	
               

            	 	
               

            	 	
               

            
	
              SCHED_BEG_PRIN_BAL

            	 	
              The
                scheduled outstanding principal amount due at the beginning of the
                cycle
                date to be passed through to investors.

            	 	
              2

            	 	
              No
                commas(,) or dollar signs ($)

            	 	
              11

            
	
              SCHED_END_PRIN_BAL

            	 	
              The
                scheduled principal balance due to investors at the end of a processing
                cycle.

            	 	
              2

            	 	
              No
                commas(,) or dollar signs ($)

            	 	
              11

            
	
              SCHED_PRIN_AMT

            	 	
              The
                scheduled principal amount as reported by the Servicer for the current
                cycle -- only applicable for Scheduled/Scheduled Loans.

            	 	
              2

            	 	
              No
                commas(,) or dollar signs ($)

            	 	
              11

            
	
              SCHED_NET_INT

            	 	
              The
                scheduled gross interest amount less the service fee amount for the
                current cycle as reported by the Servicer -- only applicable for
                Scheduled/Scheduled Loans.

            	 	
              2

            	 	
              No
                commas(,) or dollar signs ($)

            	 	
              11

            
	
              ACTL_PRIN_AMT

            	 	
              The
                actual principal amount collected by the Servicer for the current
                reporting cycle -- only applicable for Actual/Actual
                Loans.

            	 	
              2

            	 	
              No
                commas(,) or dollar signs ($)

            	 	
              11

            
	
              ACTL_NET_INT

            	 	
              The
                actual gross interest amount less the service fee amount for the
                current
                reporting cycle as reported by the Servicer -- only applicable for
                Actual/Actual Loans.

            	 	
              2

            	 	
              No
                commas(,) or dollar signs ($)

            	 	
              11

            
	
              PREPAY_PENALTY_
                AMT

            	 	
              The
                penalty amount received when a borrower prepays on his loan as reported
                by
                the Servicer. 

            	 	
              2

            	 	
              No
                commas(,) or dollar signs ($)

            	 	
              11

            
	
              PREPAY_PENALTY_
                WAIVED

            	 	
              The
                prepayment penalty amount for the loan waived by the
                servicer.

            	 	
              2

            	 	
              No
                commas(,) or dollar signs ($)

            	 	
              11

            


    

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    


    
      	
              Exhibit
                A: Continued

            	 	
              Standard
                Loan Level File Layout 

            	 	
               

            	 	
               

            	 	
               

            
	
              Column
                Name

            	 	
              Description

            	 	
              Decimal

            	 	
              Format
                Comment

            	 	
              Max
                Size

            
	
              MOD_DATE

            	 	
              The
                Effective Payment Date of the Modification for the loan.

            	 	
               

            	 	
              MM/DD/YYYY

            	 	
              10

            
	
              MOD_TYPE

            	 	
              The
                Modification Type.

            	 	
               

            	 	
              Varchar
                - value can be alpha or numeric

            	 	
              30

            
	
              DELINQ_P&I_ADVANCE_AMT

            	 	
              The
                current outstanding principal and interest advances made by
                Servicer.

            	 	
              2

            	 	
              No
                commas(,) or dollar signs ($)

            	 	
              11

            
	
              BREACH_FLAG

            	 	
              Flag
                to indicate if the repurchase of a loan is due to a breach of
                Representations and Warranties

            	 	 	 	
              Y=Breach

              N=NO
                Breach

              Let
                blank if N/A

            	 	
              1

            


    

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


    Exhibit
      B : Standard
      File Layout - Delinquency Reporting

    


      *The
      column/header names in bold
      are
      the minimum fields Wells Fargo must receive from every
      Servicer

    


    
      	
              Column/Header
                Name

            	 	
              Description

            	 	
              Decimal

            	 	
              Format
                Comment

            
	
              SERVICER_LOAN_NBR

            	 	
              A
                unique number assigned to a loan by the Servicer. This may be different
                than the LOAN_NBR

            	 	 	 	
               

            
	
              LOAN_NBR

            	 	
              A
                unique identifier assigned to each loan by the originator.

            	 	 	 	
               

            
	
              CLIENT_NBR

            	 	
              Servicer
                Client Number

            	 	 	 	 
	
              SERV_INVESTOR_NBR

            	 	
              Contains
                a unique number as assigned by an external servicer to identify a
                group of
                loans in their system.

            	 	 	 	
               

            
	
              BORROWER_FIRST_NAME

            	 	
              First
                Name of the Borrower.

            	 	 	 	 
	
              BORROWER_LAST_NAME

            	 	
              Last
                name of the borrower.

            	 	 	 	 
	
              PROP_ADDRESS

            	 	
              Street
                Name and Number of Property

            	 	 	 	
               

            
	
              PROP_STATE

            	 	
              The
                state where the property located.

            	 	 	 	
               

            
	
              PROP_ZIP

            	 	
              Zip
                code where the property is located.

            	 	 	 	
               

            
	
              BORR_NEXT_PAY_DUE_DATE

            	 	
              The
                date that the borrower's next payment is due to the servicer at the
                end of
                processing cycle, as reported by Servicer.

            	 	 	 	
              MM/DD/YYYY

            
	
              LOAN_TYPE

            	 	
              Loan
                Type (i.e. FHA, VA, Conv)

            	 	 	 	
               

            
	
              BANKRUPTCY_FILED_DATE

            	 	
              The
                date a particular bankruptcy claim was filed.

            	 	 	 	
              MM/DD/YYYY

            
	
              BANKRUPTCY_CHAPTER_CODE

            	 	
              The
                chapter under which the bankruptcy was filed.

            	 	 	 	
               

            
	
              BANKRUPTCY_CASE_NBR

            	 	
              The
                case number assigned by the court to the bankruptcy
                filing.

            	 	 	 	
               

            
	
              POST_PETITION_DUE_DATE

            	 	
              The
                payment due date once the bankruptcy has been approved by the
                courts

            	 	 	 	
              MM/DD/YYYY

            
	
              BANKRUPTCY_DCHRG_DISM_DATE

            	 	
              The
                Date The Loan Is Removed From Bankruptcy. Either by Dismissal, Discharged
                and/or a Motion For Relief Was Granted. 

            	 	 	 	
              MM/DD/YYYY

            
	
              LOSS_MIT_APPR_DATE

            	 	
              The
                Date The Loss Mitigation Was Approved By The Servicer

            	 	 	 	
              MM/DD/YYYY

            
	
              LOSS_MIT_TYPE

            	 	
              The
                Type Of Loss Mitigation Approved For A Loan Such As;

            	 	 	 	 
	
              LOSS_MIT_EST_COMP_DATE

            	 	
              The
                Date The Loss Mitigation /Plan Is Scheduled To End/Close

            	 	 	 	
              MM/DD/YYYY

            
	
              LOSS_MIT_ACT_COMP_DATE

            	 	
              The
                Date The Loss Mitigation Is Actually Completed

            	 	 	 	
              MM/DD/YYYY

            
	
              FRCLSR_APPROVED_DATE

            	 	
              The
                date DA Admin sends a letter to the servicer with instructions to
                begin
                foreclosure proceedings.

            	 	 	 	
              MM/DD/YYYY

            
	
              ATTORNEY_REFERRAL_DATE

            	 	
              Date
                File Was Referred To Attorney to Pursue Foreclosure

            	 	 	 	
              MM/DD/YYYY

            
	
              FIRST_LEGAL_DATE

            	 	
              Notice
                of 1st legal filed by an Attorney in a Foreclosure Action

            	 	 	 	
              MM/DD/YYYY

            
	
              FRCLSR_SALE_EXPECTED_DATE

            	 	
              The
                date by which a foreclosure sale is expected to occur.

            	 	 	 	
              MM/DD/YYYY

            
	
              FRCLSR_SALE_DATE

            	 	
              The
                actual date of the foreclosure sale.

            	 	 	 	
              MM/DD/YYYY

            
	
              FRCLSR_SALE_AMT

            	 	
              The
                amount a property sold for at the foreclosure sale.

            	 	
              2

            	 	
              No
                commas(,) or dollar signs ($)

            
	
              EVICTION_START_DATE

            	 	
              The
                date the servicer initiates eviction of the borrower.

            	 	 	 	
              MM/DD/YYYY

            
	
              EVICTION_COMPLETED_DATE

            	 	
              The
                date the court revokes legal possession of the property from the
                borrower.

            	 	 	 	
              MM/DD/YYYY

            
	
              LIST_PRICE

            	 	
              The
                price at which an REO property is marketed.

            	 	
              2

            	 	
              No
                commas(,) or dollar signs ($)

            
	
              LIST_DATE

            	 	
              The
                date an REO property is listed at a particular price.

            	 	 	 	
              MM/DD/YYYY

            
	
              OFFER_AMT

            	 	
              The
                dollar value of an offer for an REO property.

            	 	
              2

            	 	
              No
                commas(,) or dollar signs ($)

            
	
              OFFER_DATE_TIME

            	 	
              The
                date an offer is received by DA Admin or by the Servicer.

            	 	 	 	
              MM/DD/YYYY

            
	
              REO_CLOSING_DATE

            	 	
              The
                date the REO sale of the property is scheduled to close.

            	 	 	 	
              MM/DD/YYYY

            
	
              REO_ACTUAL_CLOSING_DATE

            	 	
              Actual
                Date Of REO Sale

            	 	 	 	
              MM/DD/YYYY

            
	
              OCCUPANT_CODE

            	 	
              Classification
                of how the property is occupied.

            	 	 	 	
               

            
	
              PROP_CONDITION_CODE

            	 	
              A
                code that indicates the condition of the property.

            	 	 	 	
               

            
	
              PROP_INSPECTION_DATE

            	 	
              The
                date a property inspection is performed.

            	 	 	 	
              MM/DD/YYYY

            


    

     

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

     

    
      	
              APPRAISAL_DATE

            	 	
              The
                date the appraisal was done.

            	 	 	 	
              MM/DD/YYYY

            
	
              CURR_PROP_VAL

            	 	
              The
                current "as is" value of the property based on brokers price opinion
                or
                appraisal.

            	 	
              2

            	 	
               

            
	
              REPAIRED_PROP_VAL

            	 	
              The
                amount the property would be worth if repairs are completed pursuant
                to a
                broker's price opinion or appraisal.

            	 	
              2

            	 	
               

            
	
              If
                applicable:

            	 	
               

            	 	 	 	
               

            
	
              DELINQ_STATUS_CODE

            	 	
              FNMA
                Code Describing Status of Loan

            	 	 	 	 
	
              DELINQ_REASON_CODE

            	 	
              The
                circumstances which caused a borrower to stop paying on a loan. Code
                indicates the reason why the loan is in default for this
                cycle.

            	 	 	 	 
	
              MI_CLAIM_FILED_DATE

            	 	
              Date
                Mortgage Insurance Claim Was Filed With Mortgage Insurance
                Company.

            	 	 	 	
              MM/DD/YYYY

            
	
              MI_CLAIM_AMT

            	 	
              Amount
                of Mortgage Insurance Claim Filed

            	 	 	 	
              No
                commas(,) or dollar signs ($)

            
	
              MI_CLAIM_PAID_DATE

            	 	
              Date
                Mortgage Insurance Company Disbursed Claim Payment

            	 	 	 	
              MM/DD/YYYY

            
	
              MI_CLAIM_AMT_PAID

            	 	
              Amount
                Mortgage Insurance Company Paid On Claim

            	 	
              2

            	 	
              No
                commas(,) or dollar signs ($)

            
	
              POOL_CLAIM_FILED_DATE

            	 	
              Date
                Claim Was Filed With Pool Insurance Company

            	 	 	 	
              MM/DD/YYYY

            
	
              POOL_CLAIM_AMT

            	 	
              Amount
                of Claim Filed With Pool Insurance Company

            	 	
              2

            	 	
              No
                commas(,) or dollar signs ($)

            
	
              POOL_CLAIM_PAID_DATE

            	 	
              Date
                Claim Was Settled and The Check Was Issued By The Pool
                Insurer

            	 	 	 	
              MM/DD/YYYY

            
	
              POOL_CLAIM_AMT_PAID

            	 	
              Amount
                Paid On Claim By Pool Insurance Company

            	 	
              2

            	 	
              No
                commas(,) or dollar signs ($)

            
	
              FHA_PART_A_CLAIM_FILED_DATE

            	 	
              Date
                FHA Part A Claim Was Filed With HUD

            	 	 	 	
              MM/DD/YYYY

            
	
              FHA_PART_A_CLAIM_AMT

            	 	
              Amount
                of FHA Part A Claim Filed

            	 	
              2

            	 	
              No
                commas(,) or dollar signs ($)

            
	
              FHA_PART_A_CLAIM_PAID_DATE

            	 	
              Date
                HUD Disbursed Part A Claim Payment

            	 	 	 	
              MM/DD/YYYY

            
	
              FHA_PART_A_CLAIM_PAID_AMT

            	 	
              Amount
                HUD Paid on Part A Claim

            	 	
              2

            	 	
              No
                commas(,) or dollar signs ($)

            
	
              FHA_PART_B_CLAIM_FILED_DATE

            	 	
              Date
                FHA Part B Claim Was Filed With HUD

            	 	 	 	
              MM/DD/YYYY

            
	
              FHA_PART_B_CLAIM_AMT

            	 	
               Amount
                of FHA Part B Claim Filed

            	 	
              2

            	 	
              No
                commas(,) or dollar signs ($)

            
	
              FHA_PART_B_CLAIM_PAID_DATE

            	 	
              Date
                HUD Disbursed Part B Claim Payment

            	 	 	 	
              MM/DD/YYYY

            
	
              FHA_PART_B_CLAIM_PAID_AMT

            	 	
              Amount
                HUD Paid on Part B Claim

            	 	
              2

            	 	
              No
                commas(,) or dollar signs ($)

            
	
              VA_CLAIM_FILED_DATE

            	 	
              Date
                VA Claim Was Filed With the Veterans Admin

            	 	 	 	
              MM/DD/YYYY

            
	
              VA_CLAIM_PAID_DATE

            	 	
              Date
                Veterans Admin. Disbursed VA Claim Payment

            	 	 	 	
              MM/DD/YYYY

            
	
              VA_CLAIM_PAID_AMT

            	 	
              Amount
                Veterans Admin. Paid on VA Claim

            	 	
              2

            	 	
              No
                commas(,) or dollar signs ($)

            
	
              MOTION_FOR_RELIEF_DATE

            	 	
              The
                date the Motion for Relief was filed

            	 	
              10

            	 	
              MM/DD/YYYY

            
	
              FRCLSR_BID_AMT

            	 	
              The
                foreclosure sale bid amount

            	 	
              11

            	 	
              No
                commas(,) or dollar signs ($)

            
	
              FRCLSR_SALE_TYPE

            	 	
              The
                foreclosure sales results: REO, Third Party, Conveyance to
                HUD/VA

            	 	
               

            	 	
               

            
	
              REO_PROCEEDS

            	 	
              The
                net proceeds from the sale of the REO property. 

            	 	
               

            	 	
              No
                commas(,) or dollar signs ($)

            
	
              BPO_DATE

            	 	
              The
                date the BPO was done.

            	 	
               

            	 	
               

            
	
              CURRENT_FICO

            	 	
              The
                current FICO score

            	 	
               

            	 	
               

            
	
              HAZARD_CLAIM_FILED_DATE

            	 	
              The
                date the Hazard Claim was filed with the Hazard Insurance
                Company.

            	 	
              10

            	 	
              MM/DD/YYYY

            
	
              HAZARD_CLAIM_AMT

            	 	
              The
                amount of the Hazard Insurance Claim filed.

            	 	
              11

            	 	
              No
                commas(,) or dollar signs ($)

            


    

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

     

    
      	
              HAZARD_CLAIM_PAID_DATE

            	 	
              The
                date the Hazard Insurance Company disbursed the claim
                payment.

            	 	
              10

            	 	
              MM/DD/YYYY

            
	
              HAZARD_CLAIM_PAID_AMT

            	 	
              The
                amount the Hazard Insurance Company paid on the claim.

            	 	
              11

            	 	
              No
                commas(,) or dollar signs ($)

            
	
              ACTION_CODE

            	 	
              Indicates
                loan status

            	 	 	 	
              Number

            
	
              NOD_DATE

            	 	
               

            	 	
               

            	 	
              MM/DD/YYYY

            
	
              NOI_DATE

            	 	
               

            	 	
               

            	 	
              MM/DD/YYYY

            
	
              ACTUAL_PAYMENT_PLAN_START_DATE

            	 	
               

            	 	
               

            	 	
              MM/DD/YYYY

            
	
              ACTUAL_PAYMENT_
                PLAN_END_DATE

            	 	
               

            	 	
               

            	 	
               

            
	
              ACTUAL_REO_START_DATE

            	 	
               

            	 	
               

            	 	
              MM/DD/YYYY

            
	
              REO_SALES_PRICE

            	 	
               

            	 	
               

            	 	
              Number

            
	
              REALIZED_LOSS/GAIN

            	 	
              As
                defined in the Servicing Agreement

            	 	
               

            	 	
              Number

            


    

     

    Exhibit
      B: Standard
      File Codes - Delinquency Reporting


     

    The
      Loss
      Mit Type
      field
      should show the approved Loss Mitigation Code as follows: 

     

    
      	·  	
              ASUM-Approved
                Assumption

            


    

     

    
      	·  	
              BAP-Borrower
                Assistance Program

            


    

     

    
      	·  	
              CO-
                Charge Off

            


    

     

    
      	·  	
              DIL-
                Deed-in-Lieu

            


    

     

    
      	·  	
              FFA-
                Formal Forbearance Agreement

            


    

     

    
      	·  	
              MOD-
                Loan Modification

            


    

     

    
      	·  	
              PRE-
                Pre-Sale

            


    

     

    
      	·  	
              SS-
                Short Sale

            


    

     

    
      	·  	
              MISC-Anything
                else approved by the PMI or Pool
                Insurer

            


    

     

    NOTE:
      Wells
      Fargo Bank will accept alternative Loss Mitigation Types to those above,
      provided that they are consistent with industry standards. If Loss Mitigation
      Types other than those above are used, the Servicer must supply Wells Fargo
      Bank
      with a description of each of the Loss Mitigation Types prior to sending the
      file.


     

    The
      Occupant
      Code
      field
      should show the current status of the property code as follows:

     

    
      	·  	
              Mortgagor

            


    

     

    
      	·  	
              Tenant

            


    

     

    
      	·  	
              Unknown
                

            


    

     

    
      	·  	
              Vacant

            


    

     

    The
      Property
      Condition
      field
      should show the last reported condition of the property as follows:


     

    
      	·  	
              Damaged

            


    

     

    
      	·  	
              Excellent

            


    

     

    
      	·  	
              Fair

            


    

     

    
      	·  	
              Gone

            


    

     

    
      	·  	
              Good

            


    

     

    
      	·  	
              Poor

            


    

     

    
      	·  	
              Special
                Hazard

            


    

     

    
      	·  	
              Unknown

            


    

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    Exhibit
      B: Standard
      File Codes - Delinquency Reporting, Continued


     

    The
      FNMA
      Delinquent Reason Code
      field
      should show the Reason for Delinquency as follows: 

    


    
      	
              Delinquency
                Code

            	 	
              Delinquency
                Description

            
	
              001

            	 	
              FNMA-Death
                of principal mortgagor

            
	
              002

            	 	
              FNMA-Illness
                of principal mortgagor

            
	
              003

            	 	
              FNMA-Illness
                of mortgagor’s family member

            
	
              004

            	 	
              FNMA-Death
                of mortgagor’s family member

            
	
              005

            	 	
              FNMA-Marital
                difficulties

            
	
              006

            	 	
              FNMA-Curtailment
                of income

            
	
              007

            	 	
              FNMA-Excessive
                Obligation

            
	
              008

            	 	
              FNMA-Abandonment
                of property

            
	
              009

            	 	
              FNMA-Distant
                employee transfer

            
	
              011

            	 	
              FNMA-Property
                problem

            
	
              012

            	 	
              FNMA-Inability
                to sell property

            
	
              013

            	 	
              FNMA-Inability
                to rent property

            
	
              014

            	 	
              FNMA-Military
                Service

            
	
              015

            	 	
              FNMA-Other

            
	
              016

            	 	
              FNMA-Unemployment

            
	
              017

            	 	
              FNMA-Business
                failure

            
	
              019

            	 	
              FNMA-Casualty
                loss

            
	
              022

            	 	
              FNMA-Energy
                environment costs

            
	
              023

            	 	
              FNMA-Servicing
                problems

            
	
              026

            	 	
              FNMA-Payment
                adjustment

            
	
              027

            	 	
              FNMA-Payment
                dispute

            
	
              029

            	 	
              FNMA-Transfer
                of ownership pending

            
	
              030

            	 	
              FNMA-Fraud

            
	
              031

            	 	
              FNMA-Unable
                to contact borrower

            
	
              INC

            	 	
              FNMA-Incarceration

            


    

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


    Exhibit
      B: Standard
      File Codes - Delinquency Reporting, Continued


     

    The
      FNMA
      Delinquent Status Code
      field
      should show the Status of Default as follows: 

    


    
      	
              Status
                Code

            	 	
              Status
                Description

            
	
              09

            	 	
              Forbearance

            
	
              17

            	 	
              Pre-foreclosure
                Sale Closing Plan Accepted

            
	
              24

            	 	
              Government
                Seizure

            
	
              26

            	 	
              Refinance

            
	
              27

            	 	
              Assumption

            
	
              28

            	 	
              Modification

            
	
              29

            	 	
              Charge-Off

            
	
              30

            	 	
              Third
                Party Sale

            
	
              31

            	 	
              Probate

            
	
              32

            	 	
              Military
                Indulgence

            
	
              43

            	 	
              Foreclosure
                Started

            
	
              44

            	 	
              Deed-in-Lieu
                Started

            
	
              49

            	 	
              Assignment
                Completed

            
	
              61

            	 	
              Second
                Lien Considerations

            
	
              62

            	 	
              Veteran’s
                Affairs-No Bid

            
	
              63

            	 	
              Veteran’s
                Affairs-Refund

            
	
              64

            	 	
              Veteran’s
                Affairs-Buydown

            
	
              65

            	 	
              Chapter
                7 Bankruptcy

            
	
              66

            	 	
              Chapter
                11 Bankruptcy

            
	
              67

            	 	
              Chapter
                13 Bankruptcy

            


    

     

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      Exhibit
        C: Calculation
        of Realized Loss/Gain Form 332- Instruction Sheet

    

     

    NOTE:
      Do not net or combine items. Show all expenses individually and all credits
      as
      separate line items. Claim packages are due on the remittance report date.
      Late
      submissions may result in claims not being passed until the following month.
      The
      Servicer is responsible to remit all funds pending loss approval and /or
      resolution of any disputed items. 

     

    The
      numbers on the 332 form correspond with the numbers listed
      below.

     

    Liquidation
      and Acquisition Expenses:

     

    
      	
            	1.	
              The
                Actual Unpaid Principal Balance of the Mortgage Loan. For documentation,
                an Amortization Schedule from date of default through liquidation
                breaking
                out the net interest and servicing fees advanced is
                required.

            


    

     

    
      	
            	2.	
              The
                Total Interest Due less the aggregate amount of servicing fee that
                would
                have been earned if all delinquent payments had been made as agreed.
                For
                documentation, an Amortization Schedule from date of default through
                liquidation breaking out the net interest and servicing fees advanced
                is
                required.

            


    

     

    
      	
            	3.	
              Accrued
                Servicing Fees based upon the Scheduled Principal Balance of the
                Mortgage
                Loan as calculated on a monthly basis. For documentation, an Amortization
                Schedule from date of default through liquidation breaking out the
                net
                interest and servicing fees advanced is
                required.

            


    

     

    
      	
            	4-12.	
              Complete
                as applicable. Required
                documentation:

            


    

     

    
      	
            	*	
              For
                taxes and insurance advances - see page 2 of 332 form - breakdown
                required
                showing period of
                coverage, base tax, interest, penalty. Advances prior to default
                require
                evidence of servicer efforts to recover
                advances.

            


    

     

    
      	
            	*	
              For
                escrow advances - complete payment history (to
                calculate advances from last positive escrow balance
                forward)

            


    

     

    
      	
            	*	
              Other
                expenses -  copies of corporate advance history showing all payments
                

            


    

     

    
      	
            	*	
              REO
                repairs > $1500 require
                explanation

            


    

     

    
      	
            	*	
              REO
                repairs >$3000 require evidence of at least 2
                bids.

            


    

     

    
      	
            	*	
              Short
                Sale or Charge Off require P&L supporting the decision and WFB’s
                approved Servicing Officer certification


            


    

     

    
      	
            	*	
              Unusual
                or extraordinary items may require further documentation.
                

            


    

     

    
      	
            	13.	
              The
                total of lines 1 through 12.

            


    

     

    Credits:
      

     

    
      	
            	14-21.	
              Complete
                as applicable. Required
                documentation:

            


    

     

    
      	
            	*	
              Copy
                of the HUD 1 from the REO sale. If a 3rd
                Party Sale, bid instructions and Escrow Agent/Attorney Letter of
                Proceeds
                Breakdown

            


    

     

    
      	
            	*	
              Copy
                of EOB for any MI or gov't guarantee


            


    

     

    
      	
            	*	
              All
                other credits need to be clearly defined on the 332
                form 

            


    

     

    
      	 	
              22.

            	
              The
                total of lines 14 through 21.

            


    

     

    
      	
            	Please
              Note:	
              For
                HUD/VA loans, use line (18a) for Part A/Initial proceeds and line
                (18b)
                for Part B/Supplemental proceeds.

            


    

     

    Total
      Realized Loss (or Amount of Any Gain)

     

    
      	
            	23.	
              The
                total derived from subtracting line 22 from 13. If the amount represents
                a
                realized gain, show the amount in parenthesis ( ).
                

            


    

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    Exhibit
      C: Calculation
      of Realized Loss/Gain Form 332


    

      
        	
                Prepared
                  by: __________________

              	 	
                Date:
                  _______________

              
	
                Phone:
                  ______________________ 

              	 	
                Email
                  Address:_____________________

              


      

    

     

    
      	 	 	 	 	 
	
              Servicer
                Loan No.

            	 	
              Servicer
                Name

            	 	
              Servicer
                Address 

               

            


    

     

    WELLS
      FARGO BANK, N.A. Loan No._____________________________

     

    Borrower's
      Name: _________________________________________________________

     

    Property
      Address: _________________________________________________________

    

      
        	
                Liquidation
                  Type: REO Sale

              	
                3rd
                  Party Sale

              	 	
                Short
                  Sale

              	 	
                Charge
                  Off

              
	 	 	 	 	 
	
                Was
                  this loan granted a Bankruptcy deficiency or
                  cramdown

              	 	
                Yes

              	 	
                No

              
	
                If
                  “Yes”, provide deficiency or cramdown amount
                  _______________________________

              	 	 	 	 
	 	 	 	 	 
	
                Liquidation
                  and Acquisition Expenses:

              	 	 	 	 
	
                (1)
                  Actual
                  Unpaid Principal Balance of Mortgage Loan

              	 	
                $
                  ______________

              	 	
                (1)

              
	
                (2)
                  Interest
                  accrued at Net Rate

              	 	
                ________________

              	 	
                (2)

              
	
                (3)
                  Accrued
                  Servicing Fees

              	 	
                ________________

              	 	
                (3)

              
	
                (4)
                  Attorney's
                  Fees

              	 	
                ________________

              	 	
                (4)

              
	
                (5)
                  Taxes
                  (see page 2)

              	 	
                ________________

              	 	
                (5)

              
	
                (6)
                  Property
                  Maintenance

              	 	
                ________________

              	 	
                (6)

              
	
                (7)
                  MI/Hazard
                  Insurance Premiums (see page 2)

              	 	
                ________________

              	 	
                (7)

              
	
                (8)
                  Utility
                  Expenses

              	 	
                ________________

              	 	
                (8)

              
	
                (9)
                  Appraisal/BPO

              	 	
                ________________

              	 	
                (9)

              
	
                (10)
                  Property
                  Inspections

              	 	
                ________________

              	 	
                (10)

              
	
                (11)
                  FC
                  Costs/Other Legal Expenses

              	 	
                ________________

              	 	
                (11)

              
	
                (12)
                  Other
                  (itemize)

              	 	
                ________________

              	 	
                (12)

              
	
                Cash
                  for Keys__________________________

              	 	
                ________________

              	 	
                (12)

              
	
                HOA/Condo
                  Fees_______________________

              	 	
                ________________

              	 	
                (12)

              
	
                ______________________________________

              	 	
                ________________

              	 	
                (12)

              
	
              	 	 	 	 
	
                Total
                  Expenses

              	 	
                $
                  _______________

              	 	
                (13)

              
	
                Credits:

              	 	 	 	 
	
                (14)
                  Escrow
                  Balance

              	 	
                $
                  _______________

              	 	
                (14)

              
	
                (15)
                  HIP
                  Refund

              	 	
                ________________

              	 	
                (15)

              
	
                (16)
                  Rental
                  Receipts

              	 	
                ________________

              	 	
                (16)

              
	
                (17)
                  Hazard
                  Loss Proceeds

              	 	
                ________________

              	 	
                (17)

              
	
                (18)
                  Primary
                  Mortgage Insurance / Gov’t Insurance

              	 	
                ________________

              	 	
                (18a)
                  HUD Part A

              
	 	 	
                ________________

              	 	
                (18b)
                  HUD Part B

              
	
                (19)
                  Pool
                  Insurance Proceeds

              	 	
                ________________

              	 	
                (19)

              
	
                (20)
                  Proceeds
                  from Sale of Acquired Property

              	 	
                ________________

              	 	
                (20)

              
	
                (21)
                  Other
                  (itemize)

              	 	
                ________________

              	 	
                (21)

              
	
                _________________________________________

              	 	
                ________________

              	 	
                (21)

              
	 	 	 	 	 
	
                Total
                  Credits

              	 	
                $________________

              	 	
                (22)

              
	
                Total
                  Realized Loss (or Amount of Gain)

              	 	
                $________________

              	 	
                (23)

              


      

    

     

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    Escrow
      Disbursement Detail


    


    
      	
              Type

              (Tax
                /Ins.)

            	 	
              Date
                Paid

            	 	
              Period
                of Coverage

            	 	
              Total
                Paid

            	 	
              Base
                Amount

            	 	
              Penalties

            	 	
              Interest