Exhibit 10.3


                ASSIGNMENT, ASSUMPTION AND RECOGNITION AGREEMENT

                                      among

                           SG MORTGAGE FINANCE CORP.,
                                   as Assignor

                           SG MORTGAGE SECURITIES, LLC
                                   as Assignee

                                       and

                           FREMONT INVESTMENT & LOAN,
                                   as Servicer

                                   Dated as of

                                  July 13, 2006


<PAGE>

                   ASSIGNMENT, ASSUMPTION AND RECOGNITION AGREEMENT

            This Assignment, Assumption and Recognition Agreement (this
"Assignment Agreement") dated as of July 13, 2006, among SG Mortgage Securities,
LLC, a Delaware limited liability partnership (the "Assignee"), SG Mortgage
Finance Corp., a Delaware corporation (the "Assignor") and Fremont Investment &
Loan, as servicer (the "Servicer"):

            WHEREAS, the Assignor and the Servicer have entered into the Master
Mortgage Loan Purchase and Interim Servicing Agreement, dated as of January 26,
2006 (the "Servicing Agreement"), as amended by Amendment No. 1 to the Master
Mortgage Loan Purchase and Interim Servicing Agreement, dated as of May 25, 2006
("Amendment No. 1") and Amendment No. 2 to the Master Mortgage Loan Purchase and
Interim Servicing Agreement, dated as of June 21, 2006 ("Amendment No. 2"),
pursuant to which the Servicer agreed to service for the benefit of the Assignor
certain mortgage loans; and

            WHEREAS, the Assignee has agreed on certain terms and conditions to
purchase from the Assignor, the Assignor's rights under the Servicing Agreement,
with respect to certain of the mortgage loans (the "Mortgage Loans"), which are
subject to the provisions of the Servicing Agreement and are listed on the
mortgage loan schedule attached as Exhibit A hereto.

            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. The Assignor hereby grants, transfers and assigns to Assignee all
of the right, title and interest of Assignor, as initial purchaser under the
Servicing Agreement, but only to the extent relating to the Mortgage Loans.

            The Assignor represents and warrants to the Assignee that the
Assignor has not taken any action which would serve to impair or encumber the
Assignor's ownership interest in the Mortgage Loans.

            The Servicer and the Assignor shall have the right to amend, modify
or terminate the Servicing Agreement without the joinder of the Assignee with
respect to mortgage loans not conveyed to the Assignee hereunder; provided,
however, that such amendment, modification or termination shall not affect or be
binding on the Assignee.

            2. From and after the date hereof, the Servicer shall note the
transfer of the Mortgage Loans to the Assignee in its books and records, shall
recognize the Assignee as the owner of the Mortgage Loans, shall look solely to
the Assignee for performance from and after the date hereof of the Assignor's
obligations with respect to the Mortgage Loans and shall service the Mortgage
Loans for the benefit of the Assignee pursuant to the Servicing Agreement, the
terms of which are incorporated herein by reference. It is the intention of the
Assignor, Servicer and Assignee that the Servicing Agreement shall be binding
upon and inure to the benefit of the Servicer and the Assignee and their
successors and assigns (including, without limitation, the Trustee).

            The Servicer represents and warrants to the Assignee that (a) the
copies of the Servicing Agreement, Amendment No. 1 and Amendment No. 2, attached
hereto as Exhibit B, provided to the Assignee, are true, complete and accurate
copies thereof, (b) each of the Servicing Agreement, Amendment No. 1 and
Amendment No. 2 is in full force and effect as of the date hereof, (c) the
provisions thereof have not been waived, amended or modified in any respect, nor
have any notices of termination been given thereunder, and (d) Servicer is
servicing each Mortgage Loan pursuant to the Servicing Agreement, Amendment No.
1 and Amendment No. 2.

            3. The Assignee warrants and represents to, and covenants with, the
Assignor and the Servicer as follows:

            (a) The Assignee is duly organized, validly existing and in good
standing under the laws of the jurisdiction of its organization, and has all
requisite power and authority to acquire, own and purchase the Mortgage Loans;

            (b) The Assignee has full power and authority to execute, deliver
and perform under this Assignment Agreement, and to consummate the transactions
set forth herein. The consummation of the transactions contemplated by this
Assignment Agreement is in the ordinary course of the Assignee's business and
will not conflict with, or result in a breach of, any of the terms, conditions
or provisions of the Assignee's organizational documents, or any legal
restriction, or any material agreement or instrument to which the Assignee is
now a party or by which it is bound, or result in the violation of any law,
rule, regulation, order, judgment or decree to which the Assignee or its
property is subject. The execution, delivery and performance by the Assignee of
this Assignment Agreement, and the consummation by it of the transactions
contemplated hereby, have been duly authorized by all necessary corporate action
of the Assignee. This Assignment Agreement has been duly executed and delivered
by the Assignee and constitutes the valid and legally binding obligation of the
Assignee enforceable against the Assignee in accordance with its respective
terms except as enforceability thereof may be limited by bankruptcy, insolvency,
or reorganization or other similar laws now or hereinafter in effect relating to
creditor's rights generally and by general principles of equity, regardless of
whether such enforceability is considered in a proceeding in equity or in law;

            (c) No material consent, approval, order or authorization of, or
declaration, filing or registration with, any governmental entity is required to
be obtained or made by the Assignee in connection with the execution, delivery
or performance by the Assignee of this Assignment Agreement, or the consummation
by it of the transactions contemplated hereby; and

            (d) The Assignee agrees to be bound, as initial purchaser, by all of
the terms, covenants and conditions of the Servicing Agreement and the Mortgage
Loans, and from and after the date hereof, the Assignee assumes for the benefit
of each of the Servicer and the Assignor all of the Assignor's obligations as
initial purchaser thereunder, with respect to the Mortgage Loans.

            4. The Servicer warrants and represents to, and covenants with, the
Assignee that:

            (a) The Servicer is an industrial bank and is duly organized,
validly existing and in good standing under the laws of the State of California,
and has all requisite power and authority to service the Mortgage Loans;

            (b) The Servicer has full power and authority to execute, deliver
and perform under this Assignment Agreement, and to consummate the transactions
set forth herein. The consummation of the transactions contemplated by this
Assignment Agreement is in the ordinary course of the Servicer's business and
will not conflict with, or result in a breach of, any of the terms, conditions
or provisions of the Servicer's organizational documents, or any legal
restriction, or any material agreement or instrument to which the Servicer is
now a party or by which it is bound, or result in the violation of any law,
rule, regulation, order, judgment or decree to which the Servicer or its
property is subject. The execution, delivery and performance by the Servicer of
this Assignment Agreement, and the consummation by it of the transactions
contemplated hereby, have been duly authorized by all necessary action of the
Servicer. This Assignment Agreement has been duly executed and delivered by the
Servicer and constitutes the valid and legally binding obligation of the
Servicer enforceable against the Servicer in accordance with its respective
terms except as enforceability thereof may be limited by bankruptcy, insolvency,
or reorganization or other similar laws now or hereinafter in effect relating to
creditors' rights generally and by general principles of equity, regardless of
whether such enforceability is considered in a proceeding in equity or in law;

            (c) No material consent, approval, order or authorization of, or
declaration, filing or registration with, any governmental entity is required to
be obtained or made by the Servicer in connection with the execution, delivery
or performance by the Servicer of this Assignment Agreement, or the consummation
by it of the transactions contemplated hereby; and

            (d) As of the date hereof, no Event of Default under Section 14.01
of the Servicing Agreement has occurred.

            5. Notwithstanding anything to the contrary contained in any related
Commitment Letter, so long as the Servicer is servicing the Mortgage Loans, the
Servicer shall remit to the Assignee or its designee the amount of Monthly
Advances with respect to the Mortgage Loans specified in Section 11.30 of the
Servicing Agreement for the remittance date in August 2006.

            6. The Servicer recognizes that a REMIC election has been made with
respect to the arrangement under which any Mortgage Loans and REO Property are
held, and the Servicer shall not take any action, cause the REMIC to take any
action or fail to take (or fail to cause to be taken) any action that, under the
REMIC provisions, if taken or not taken, as the case may be, could (i) endanger
the status of the REMIC as a REMIC, or (ii) result in the imposition of a tax
upon the REMIC (including but not limited to the tax on "prohibited
transactions" as defined in Section 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
Servicer has received an opinion of counsel satisfactory to the Assignor, in its
reasonable discretion (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.

            7. On or prior to September 1, 2006, the Servicer shall transfer the
servicing of the Mortgage Loans to Wells Fargo Bank, N.A. (the "Successor
Servicer"), as servicer under the pooling and servicing agreement ("Pooling
Agreement"), dated as of July 1, 2006, by and among the Assignee, U.S. Bank,
National Association (the "Trustee"), the Successor Servicer and Clayton Fixed
Income Services Inc. Prior to the Transfer Date with respect to the Mortgage
Loans, the Servicer shall have complied with each of the servicing transfer
requirements in accordance with the Successor Servicer's commercially reasonable
instructions, provided to the Servicer in writing and reasonably in advance of
the Transfer Date. The Servicer shall make its reasonable best efforts to
transfer the servicing of the Mortgage Loans to the Successor Servicer on or
prior to September 1, 2006.

            8. Prior to the Transfer Date, the Servicer shall have the same
obligations to pay Compensating Interest (as defined in the Pooling Agreement)
that the Successor Servicer shall have on and after the Transfer Date pursuant
to Section 3.22 of the Pooling Agreement.

            9. Solely with respect to the Mortgage Loans, the Servicing
Agreement, Amendment No. 1 and Amendment No. 2 are hereby amended as follows:

            (a) The following definition is added to Section 1 of the Servicing
Agreement: "Master Servicer: Wells Fargo Bank, N.A., or any successor thereto.";

            (b) Section 12.01(c) of the Servicing Agreement is deleted in its
entirety;

            (c) Section 12.02(a) of the Servicing Agreement is amended and
restated in its entirety as follows: "The Purchaser and the Seller acknowledge
and agree that the purpose of Subsections 12.02 through 12.05, of this Agreement
is to facilitate compliance by the Purchaser, any Depositor and the Seller with
the provisions of Regulation AB and related rules and regulations of the
Commission. Although Regulation AB is applicable by its terms only to offerings
of asset-backed securities that are registered under the Securities Act, the
Seller acknowledges that investors in privately offered securities may require
that the Purchaser or any Depositor provide comparable disclosure in
unregistered offerings. References in this Agreement to compliance with
Regulation AB include provision of comparable disclosure in private offerings.
Neither the Purchaser, any Depositor nor the Seller shall exercise its right to
request delivery of information or other performance under these provisions
other than in good faith, or for purposes other than compliance with the
Securities Act, the Exchange Act and the rules and regulations of the Commission
thereunder (or the provision in a private offering of disclosure comparable to
that required under the Securities Act). Each of the Purchaser and the Seller
acknowledges that interpretations of the requirements of Regulation AB may
change over time, whether due to interpretive guidance provided by the
Commission or its staff, consensus among participants in the asset-backed
securities markets, advice of counsel, or otherwise, and agrees to comply with
requests made by the Purchaser, any Master Servicer or any Depositor in good
faith for delivery of information under these provisions on the basis of
evolving interpretations of Regulation AB. In connection with any Securitization
Transaction, the Seller and Servicer shall cooperate fully with the Purchaser
and any Master Servicer to deliver to the Purchaser, any Master Servicer and any
Depositor, any and all statements, reports, certifications, records and any
information not otherwise provided for hereunder necessary in the good faith
determination of the Purchaser, any Master Servicer or any Depositor to permit
such party to comply with the provisions of Regulation AB.";

            (d) Section 12.03(a) of the Servicing Agreement is amended and
restated in its entirety as follows: "The Seller shall be deemed to represent to
the Purchaser, to any Master Servicer and to any Depositor, as of the date on
which information is first provided to the Purchaser, any Master Servicer or any
Depositor under Subsection 12.04 that, except as disclosed in writing to the
Purchaser, such Master Servicer or such Depositor prior to such date: (i) the
Seller is not aware and has not received notice that any default, early
amortization or other performance triggering event has occurred as to any other
securitization due to any act or failure to act of the Seller; (ii) the Seller
has not been terminated as servicer in a residential mortgage loan
securitization, either due to a servicing default or to application of a
servicing performance test or trigger; (iii) no material noncompliance with the
applicable servicing criteria with respect to other securitizations of
residential mortgage loans involving the Seller as servicer has been disclosed
or reported by the Seller; (iv) no material changes to the Seller's policies or
procedures with respect to the servicing function it will perform under this
Agreement and any Reconstitution Agreement for mortgage loans of a type similar
to the Mortgage Loans have occurred during the three-year period immediately
preceding the related Securitization Transaction; (v) there are no aspects of
the Seller's financial condition that could have a material adverse effect on
the performance by the Seller of its servicing obligations under this Agreement
or any Reconstitution Agreement; (vi) there are no material legal or
governmental proceedings pending (or known to be contemplated) against the
Seller, any Subservicer or any Third-Party Originator; and (vii) there are no
affiliations, relationships or transactions relating to the Seller, any
Subservicer or any Third-Party Originator with respect to any Securitization
Transaction and any party thereto identified by the related Depositor of a type
described in Item 1119 of Regulation AB five (5) Business Days prior to the
delivery of such information.";

            (e) Section 12.03(b) of the Servicing Agreement is amended and
restated in its entirety as follows: "If so requested by the Purchaser, any
Master Servicer or any Depositor on any date following the date on which
information is first provided to the Purchaser, any Master Servicer or any
Depositor under Subsection 12.04, the Seller shall, within five Business Days
following such request, confirm in writing the accuracy of the representations
and warranties set forth in paragraph (a) of this Subsection 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.";

            (f) The first paragraph of Section 12.04(b) of the Servicing
Agreement is amended and restated in its entirety as follows: "If so requested
by the Purchaser or any Depositor, the Seller shall provide (or, as applicable,
cause each Third-Party Originator to provide) Static Pool Information with
respect to the mortgage loans (of a similar type as the Mortgage Loans, as
reasonably identified by the Purchaser as provided below) originated by (i) the
Seller, if the Seller is an originator of Mortgage Loans (including as an
acquirer of Mortgage Loans from a Qualified Correspondent), and/or (ii) each
Third-Party Originator. Such Static Pool Information shall be prepared by the
Seller (or Third-Party Originator) on the basis of its reasonable, good faith
interpretation of the requirements of Item 1105(a)(1)-(3) of Regulation AB. To
the extent that there is reasonably available to the Seller (or Third-Party
Originator) Static Pool Information with respect to more than one mortgage loan
type, the Purchaser or any Depositor shall be entitled to specify whether some
or all of such information shall be provided pursuant to this paragraph. The
content of such Static Pool Information may be in the form customarily provided
by the Seller, and need not be customized for the Purchaser or any Depositor.
Such Static Pool Information for each vintage origination year or prior
securitized pool, as applicable, shall be presented pursuant to Regulation AB
and the interpretations of the Commission, including 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. If so requested by the Seller, Purchaser shall cooperate with the
Seller and the Depositor for such Mortgage Loans for the purpose of having the
Depositor provide the Seller with static pool information with respect to the
pool of Mortgage Loans purchased by the Purchaser hereunder and included in a
publicly offered Securitization Transaction effected by the Purchaser on a
timely basis. Such Static Pool Information shall be requested by the Seller on
the basis of the Seller's reasonable, good faith interpretation of the
requirements of Item 1105(a)(1)-(3) of Regulation AB, including that the Seller
is a sponsor (within the meaning of Regulation AB) for such Securitization
Transaction. The content of such Static Pool Information may be in the form
customarily provided by the Depositor for the Mortgage Loans, and need not be
customized for the Seller.";

            (g) Section 12.05(a) of the Servicing Agreement is hereby amended by
adding the following to the end of such Section: "This indemnification shall
survive the termination of this Agreement or the termination of any party to
this Agreement.";

            (h) Section 12.05(a) of the Servicing Agreement is hereby amended by
adding the following to the end of such Section: "If the indemnification
provided for herein is unavailable or insufficient to hold harmless an
Indemnified Party, then the Seller 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 Seller on the other.";

            (i) Section 12.05(b)(i) of the Servicing Agreement is hereby amended
and restated in its entirety as follows: "(b)(i) Any failure by the Seller, any
Subservicer, any Subcontractor or any Third-Party Originator to deliver any
information, report, certification, accountants' letter or other material when
and as required under this Section 12 or any breach by the Seller of a
representation or warranty set forth in Subsection 12.03(a) or in a writing
furnished pursuant to Subsection 12.03(b) and made as of a date prior to the
closing date of the related Securitization Transaction, to the extent that such
breach is not cured by such closing date, or any breach by the Seller of a
representation or warranty in a writing furnished pursuant to Subsection
12.03(b) to the extent made as of a date subsequent to such closing date, shall,
except as provided in clause (ii) of this paragraph, immediately and
automatically, without notice or grace period, constitute an Event of Default
with respect to the Seller under this Agreement, and shall entitle the Purchaser
or Depositor, as applicable, in its sole discretion to terminate the rights and
obligations of the Seller as Servicer under this Agreement without payment
(notwithstanding anything in this Agreement to the contrary) of any compensation
to the Seller (and if the Seller is servicing any of the Mortgage Loans in a
Securitization Transaction, appoint a successor servicer reasonably acceptable
to any Master Servicer for such Securitization Transaction); provided that to
the extent that any provision of this Agreement expressly provides for the
survival of certain rights or obligations following termination of the Seller as
Servicer, such provision shall be given effect.";

            (j) Section 2 of Amendment No. 2 is hereby amended by replacing the
phrase "and (d)" with ", (d), (f) and (g)";

            (k) Section 12.04(d) of the Servicing Agreement is hereby amended
and restated in its entirety as follows: "For the purpose of satisfying the
reporting obligations under the Exchange Act with respect to any class of
asset-backed securities, for so long as the Seller is servicing the Mortgage
Loans, the Seller shall (or shall cause each Subservicer and each Third-Party
Originator to) notify the Purchaser, any Master Servicer and any Depositor in
writing of (A) any material litigation or governmental proceedings pending
against the Seller, any Subservicer or any Third-Party Originator and (B) any
material affiliations or material relationships that develop following the
closing date of a Securitization Transaction between the Seller, and Subservicer
or any Third-Party Originator and any of the parties specified in clause (iv) of
paragraph (a) of this Subsection identified in writing by the requesting party
with respect to such Securitization Transaction, (C) any Event of Default under
the terms of this Agreement or any Reconstitution Agreement, (D) any merger,
consolidation or sale of substantially all of the assets of the Seller, and (E)
the Seller's entry into an agreement with a Subservicer to perform or assist in
the performance of any of the Seller's obligations under this Agreement or any
Reconstitution Agreement and (ii) provide to the Purchaser and any Depositor a
description of such proceedings, affiliations or relationships.";

            (l) The Servicing Agreement is hereby amended by adding the
following to the end of Section 12.04: "(e) for so long as the Seller is
servicing the Mortgage Loans, as a condition to the succession to the Seller or
any Subservicer as servicer or subservicer under this Agreement or any
Reconstitution Agreement by any Person (i) into which the Seller or such
Subservicer may be merged or consolidated, or (ii) which may be appointed as a
successor to the Seller or any Subservicer, the Seller shall provide to the
Purchaser, any Master Servicer, and any Depositor, at least 15 calendar days
prior to the effective date of such succession or appointment, (x) written
notice to the Purchaser and any Depositor of such succession or appointment and
(y) in writing and in form and substance reasonably satisfactory to the
Purchaser and such Depositor, all information reasonably requested by the
Purchaser or any Depositor in order to comply with its reporting obligation
under Item 6.02 of Form 8-K with respect to any class of asset-backed
securities.

      (f) In addition to such information as the Seller, as servicer, is
      obligated to provide pursuant to other provisions of this Agreement, not
      later than ten days prior to the deadline for the filing of any
      distribution report on Form 10-D in respect of any Securitization
      Transaction that includes any of the Mortgage Loans serviced by the Seller
      or any Subservicer, the Seller or such Subservicer, as applicable, shall,
      to the extent the Seller or such Subservicer has knowledge, provide to the
      party responsible for filing such report (including, if applicable, the
      Master Servicer) notice of the occurrence of any of the following events
      along with all information, data, and materials related thereto as may be
      required to be included in the related distribution report on Form 10-D
      (as specified in the provisions of Regulation AB referenced below):

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

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

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

      (g) The Seller shall provide to the Purchaser, any Master Servicer and any
      Depositor, evidence of the authorization of the person signing any
      certification or statement, copies or other evidence of Fidelity Bond
      Insurance and Errors and Omission Insurance policy, financial information
      and reports, and such other information related to the Seller or any
      Subservicer or the Seller or such Subservicer's performance hereunder.";

            (m) Section 6 of Amendment No. 2 is hereby amended by (i) adding the
phrase " any Master Servicer" before the first occurrence of "Purchaser" in such
Section and (ii) replacing each reference to "servicer" with the word
"Servicer";

            (n) Section 7 of Amendment No. 2 is hereby amended by (i) deleting
the first occurrence of the phrase "to the extent required by Regulation AB" in
such Section, (ii) adding the phrase ", any Master Servicer" after the first
occurrence of the word "Purchaser" in such Section and (iii) adding the phrase
", such Master Servicer" after the second occurrence of the word "Purchaser" in
such Section;

            (o) Section 11.15 of the Servicing Agreement is hereby amended by
replacing the first occurrence of "Business Day" with "calendar day".

            (p) Sections 12.07 and 12.08 of the Servicing Agreement are hereby
deleted in their entirety and replaced with the following:

            "Section 12.07. Report on Assessment of Compliance and Attestation.

            (a) To the extent that the Seller has agreed to service the Mortgage
Loans in connection with a Securitization Transaction, then on or before March
15 of the calendar year following the year in which the related Securitization
Transaction closed, the Seller shall:

            (i) deliver to the Purchaser, any Master Servicer and any Depositor
a report (in form and substance reasonably satisfactory to the Purchaser, any
Master Servicer and such Depositor) regarding the Seller's assessment of
compliance with the Servicing Criteria during the immediately preceding calendar
year, as required under Rules 13a-18 and 15d-18 of the Exchange Act and Item
1122 of Regulation AB. Such report shall be addressed to the Purchaser, such
Master Servicer and such Depositor and signed by an authorized officer of the
Seller, and shall address each of the Applicable Servicing Criteria specified on
a certification substantially in the form of Exhibit 15 hereto delivered to the
Purchaser concurrently with the execution of this Agreement;

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

            (iii) cause each Subservicer, and each Subcontractor determined by
the Seller pursuant to Section 12.08(b) to be "participating in the servicing
function" within the meaning of Item 1122 of Regulation AB, to deliver to the
Purchaser, any Master Servicer and any Depositor an assessment of compliance and
accountants' attestation as and when provided in paragraphs (a) and (b) of this
Section; and

            (iv) deliver and cause each Subservicer and Subcontractor described
in clause (iii) to 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 14.

            The Seller acknowledges that the parties identified in clause
(a)(iv) above may rely on the certification provided by the Seller pursuant to
such clause in signing a Sarbanes Certification and filing such with the
Commission. The Seller will not be required to deliver a certification under
clause (a)(iv) above unless a Depositor is required under the Exchange Act to
file an annual report on Form 10-K with respect to an issuing entity whose asset
pool includes Mortgage Loans.

            (b) Each assessment of compliance provided by a Subservicer pursuant
to Section 12.07(a)(i) shall address each of the Servicing Criteria specified on
a certification substantially in the form of Exhibit 15 hereto delivered to the
Purchaser concurrently with the execution of this Agreement or, in the case of a
Subservicer subsequently appointed as such, on or prior to the date of such
appointment. An assessment of compliance provided by a Subcontractor pursuant to
Section 12.07(a)(iii) need not address any elements of the Servicing Criteria
other than those specified by the Seller pursuant to Section 12.08.

            Section 12.08.  Use of Subservicers and Subcontractors.

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

            (a) It shall not be necessary for the Seller to seek the consent of
the Purchaser, any Master Servicer or any Depositor to the utilization of any
Subservicer. The Seller shall cause any Subservicer used by the Seller (or by
any Subservicer) for the benefit of the Purchaser and any Depositor to comply
with the provisions of this Section and with Sections 12.03, 12.04(c), (e), (f)
and (g), 12.06, 12.07 and 12.05 of this Agreement to the same extent as if such
Subservicer were the Seller, and to provide the information required with
respect to such Subservicer under this Agreement. The Seller shall be
responsible for obtaining from each Subservicer and delivering to the Purchaser
and any Depositor any servicer compliance statement required to be delivered by
such Subservicer under Section 12.06, any assessment of compliance and
attestation required to be delivered by such Subservicer under Section 12.07 and
any certification required to be delivered to the Person that will be
responsible for signing the Sarbanes Certification under Section 12.07 as and
when required to be delivered.

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

            As a condition to the utilization of any Subcontractor determined to
be "participating in the servicing function" within the meaning of Item 1122 of
Regulation AB, the Seller shall cause any such Subcontractor used by the Seller
(or by any Subservicer) for the benefit of the Purchaser and any Depositor to
comply with the provisions of Sections 12.05 and 12.07 of this Agreement to the
same extent as if such Subcontractor were the Seller. The Seller shall be
responsible for obtaining from each Subcontractor and delivering to the
Purchaser and any Depositor any assessment of compliance and attestation and
other certifications required to be delivered by such Subcontractor under
Section 12.07, in each case as and when required to be delivered.

            Section 12.09.  Third Party Beneficiary.

            For purposes of this Article 12 and any related provisions thereto,
each Master Servicer shall be considered a third-party beneficiary of this
Agreement, entitled to all the rights and benefits hereof as if it were a direct
party to this Agreement.";

            (q) Exhibit 15 to the Servicing Agreement is hereby amended and
restated in its entirety by replacing such Exhibit with Exhibit C hereto,
Exhibit 14 to the Servicing Agreement is hereby amended and restated in its
entirety by replacing such Exhibit with Exhibit 14 to Amendment No. 2 and
Exhibit 12 to the Servicing Agreement is hereby amended and restated in its
entirety by replacing such Exhibit with Exhibit D hereto; and

            (r) The definition of "Servicing Fee" is hereby amended and restated
in its entirety as follows: "With respect to each Mortgage Loan and for any
calendar month, an amount equal to one twelfth of the product of 0.50% per annum
multiplied by the Stated Principal Balance of the Mortgage Loans as of the Due
Date in the preceding calendar month. The Servicing Fee is payable solely from
collections or recoveries of interest on the Mortgage Loans."

            10. Notice Addresses.

            (a) The Assignor's address for purposes of all notices and
correspondence related to the Mortgage Loans and this Assignment Agreement is:

                  SG Mortgage Finance Corp.
                  1221 Avenue of the Americas
                  New York, New York 10020
                  Attn: Carole Mortensen

            (b) The Assignee's address for purposes for all notices and
correspondence related to the Mortgage Loans and this Assignment Agreement is:

                  SG Mortgage Securities, LLC
                  1221 Avenue of the Americas
                  New York, New York 10020
                  Attn: Arnaud Denis

            (c) The Servicer's address for purposes of all notices and
correspondence related to the Mortgage Loans and this Assignment Agreement is:

                  Fremont Investment & Loan
                  2727 East Imperial Highway
                  Brea, California 92821

            11. Distributions shall be made by wire transfer of immediately
available funds to Wells Fargo Bank, N. A., ABA #121-000-248, for credit to SAS
Clearing; Account: 3970771416, for further credit to account #50931100.
Applicable statements should be mailed to Wells Fargo Bank, N.A., 9062 Old
Annapolis Road, Columbia, Maryland 21045-1951, attn: Client Manager, SGMS
2006-FRE2.

            12. This Assignment Agreement shall be construed in accordance with
the substantive 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, except to the extent preempted by federal law.

            13. This Assignment Agreement shall inure to the benefit of the
successors and assigns of the parties hereto (including, without limitation, the
Trustee). Any entity into which the Servicer, the Assignor or the Assignee may
be merged or consolidated shall, without the requirement for any further
writing, be deemed the Servicer, the Assignor or the Assignee, respectively,
hereunder.

            14. Any capitalized term used but not defined in this Assignment
Agreement has the meaning assigned thereto in the Servicing Agreement.

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

            16. Notwithstanding the assignment of the Servicing Agreement of
either the Assignor or Assignee, this Assignment Agreement shall not be deemed
assigned by the Servicer or the Assignor unless assigned by separate written
instrument.

            17. For the purpose of facilitating the execution of this Assignment
Agreement as herein provided and for other purposes, this Assignment Agreement
may be executed simultaneously in any number of counterparts, each of which
counterparts shall be deemed to be in original, and such counterparts shall
constitute and be one and the same instrument.


                            [SIGNATURE PAGE FOLLOWS]


<PAGE>

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

                                       SG MORTGAGE SECURITIES, LLC, as
                                          Assignee

                                       By: /s/ Carole Mortensen
                                          --------------------------------------
                                          Name:  Carole Mortensen
                                          Title: Director

                                       SG MORTGAGE FINANCE CORP., as Assignor

                                       By: /s/ Arnaud Denis
                                          --------------------------------------
                                          Name:  Arnaud Denis
                                          Title: President

                                       FREMONT INVESTMENT & LOAN, in its
                                          capacity as Servicer

                                       By: /s/ Jeff Crusinberry
                                          --------------------------------------
                                          Name:  Jeff Crusinberry
                                          Title: Senior Vice President


<PAGE>

                                    Exhibit A

                                 Mortgage Loans
                                 --------------


<PAGE>

                                    Exhibit B

               Servicing Agreement and Amendments No. 1 and No. 2
               --------------------------------------------------

<PAGE>

          MASTER MORTGAGE LOAN PURCHASE AND INTERIM SERVICING AGREEMENT


                            FREMONT INVESTMENT & LOAN
                                     Seller

                                       and

                            SG MORTGAGE FINANCE CORP.
                                Initial Purchaser

                          Dated as of January 26, 2006

                              First and Second Lien
                  Fixed Rate and Adjustable Rate Mortgage Loans


<PAGE>

                                TABLE OF CONTENTS



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

SECTION 2     Agreement to Purchase.........................................

SECTION 3     Mortgage Loan Schedules.......................................

SECTION 4     Purchase Price................................................

SECTION 5     Examination of Mortgage Files.................................

SECTION 6     Conveyance from Seller to Initial Purchaser...................

      6.01    Conveyance of Mortgage Loans..................................

      6.02    Books and Records.............................................

      6.03    Delivery of Mortgage Loan Documents...........................

      6.04    [Reserved]....................................................

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

      7.01    Representations and Warranties Respecting the Seller..........

      7.02    Representations and Warranties Regarding Individual
              Mortgage Loans................................................

      7.03    Remedies for Breach of Representations and Warranties.........

      7.04    Repurchase of Certain Mortgage Loans..........................

      7.05    Representations and Warranties of the Initial Purchaser.......

SECTION 8     Closing.......................................................

SECTION 9     Closing Documents.............................................

SECTION 10    Costs.........................................................

SECTION 11    Seller's Servicing Obligations................................

      11.01   Seller to Act as Servicer.....................................

      11.02   Collection of Mortgage Loan Payments..........................

      11.03   Realization Upon Defaulted Mortgage Loans.....................

      11.04   Establishment of Custodial Accounts; Deposits in Custodial
              Accounts......................................................

      11.05   Permitted Withdrawals From the Custodial Account..............

      11.06   Establishment of Escrow Accounts; Deposits in Escrow
              Accounts......................................................

      11.07   Permitted Withdrawals From Escrow Account.....................

      11.08   Payment of Taxes, Insurance and Other Charges.................

      11.09   Transfer of Accounts..........................................

      11.10   Maintenance of Hazard Insurance...............................

      11.11   Maintenance of Blanket Insurance Policy.......................

      11.12   Fidelity Bond, Errors and Omissions Insurance.................

      11.13   Title, Management and Disposition of REO Property.............

      11.14   Distributions.................................................

      11.15   Remittance Reports............................................

      11.16   Statements to the Purchaser...................................

      11.17   Real Estate Owned Reports.....................................

      11.18   Liquidation Reports...........................................

      11.19   Assumption Agreements.........................................

      11.20   Satisfaction of Mortgages and Release of Mortgage Files.......

      11.21   Servicing Compensation........................................

      11.22   Notification of Adjustments...................................

      11.23   [Reserved]....................................................

      11.24   [Reserved]....................................................

      11.25   Access to Certain Documentation...............................

      11.26   Reports and Returns to be Filed by the Seller.................

      11.27   Servicing Transfer............................................

      11.28   Superior Liens................................................

      11.29   Compliance with REMIC Provisions..............................

      11.30   Monthly Advances by the Seller................................

      11.31   Master Servicer...............................................

      11.32   Credit Reporting..............................................

      11.33   [Reserved]....................................................

SECTION 12    Removal of Mortgage Loans from Inclusion under This
              Agreement Upon a Whole Loan Transfer or a Securitization
              Transaction on One or More Reconstitution Dates...............

      12.01   Whole Loan Transfers and Securitization Transactions..........

      12.02   Regulation AB.................................................

      12.03   Additional Representations and Warranties of the Seller.......

      12.04   Information to Be Provided by the Seller......................

      12.05   Indemnification; Remedies.....................................

SECTION 13    The Seller....................................................

      13.01   Additional Indemnification by the Seller and Purchaser........

      13.02   Merger or Consolidation of the Seller.........................

      13.03   Limitation on Liability of the Seller and Others..............

      13.04   Seller Not to Resign..........................................

      13.05   No Transfer of Servicing......................................

SECTION 14    Default.......................................................

      14.01   Events of Default.............................................

      14.02   Waiver of Defaults............................................

SECTION 15    Termination...................................................

SECTION 16    Successor to the Seller.......................................

SECTION 17    Protection of Confidential Information........................

SECTION 18    Financial Statements..........................................

SECTION 19    Mandatory Delivery; Grant of Security Interest................

SECTION 20    Notices.......................................................

SECTION 21    Severability Clause...........................................

SECTION 22    Counterpart, Electronic and Facsimile Signatures..............

SECTION 23    Governing Law.................................................

SECTION 24    Intention of the Parties......................................

SECTION 25    Successors and Assigns........................................

SECTION 26    Waivers.......................................................

SECTION 27    Exhibits......................................................

SECTION 28    General Interpretive Principles...............................

SECTION 29    Nonsolicitation...............................................

SECTION 30    Reproduction of Documents.....................................

SECTION 31    Further Agreements............................................



EXHIBITS AND SCHEDULES


EXHIBIT 1     FORM OF SELLER'S OFFICER'S CERTIFICATE

EXHIBIT 2     FORM OF OPINION OF COUNSEL TO THE SELLER

EXHIBIT 3     FORM OF SECURITY RELEASE CERTIFICATION

EXHIBIT 4     FORM OF ASSIGNMENT AND CONVEYANCE

EXHIBIT 5     MORTGAGE LOAN DOCUMENTS

EXHIBIT 6     CONTENTS OF EACH MORTGAGE FILE

EXHIBIT 7     TRANSFER REQUIREMENTS

EXHIBIT 8     TRANSFER INSTRUCTIONS

EXHIBIT 9     SELLER'S UNDERWRITING GUIDELINES

EXHIBIT 10    FORM OF ESCROW ACCOUNT LETTER AGREEMENT

EXHIBIT 11    FORM OF CUSTODIAL ACCOUNT LETTER AGREEMENT

EXHIBIT 12    FORM OF MONTHLY SERVICER'S REPORT

EXHIBIT 13    FORM OF COMMITMENT LETTER

EXHIBIT 14    [Reserved]

EXHIBIT 15    [Reserved]


<PAGE>


        MASTER MORTGAGE LOAN PURCHASE AND INTERIM SERVICING AGREEMENT

            This is a MASTER MORTGAGE LOAN PURCHASE AND INTERIM SERVICING
AGREEMENT (the "Agreement"), dated as of January 26, 2006, by and between SG
Mortgage Finance Corp., having an office at 1221 Avenue of the Americas, New
York, New York 10020 (the "Initial Purchaser", and the Initial Purchaser or the
Person, if any, to which the Initial Purchaser has assigned its rights and
obligations hereunder as Purchaser with respect to a Mortgage Loan, and each of
their respective successors and assigns, the "Purchaser") and Fremont Investment
& Loan, having an office at 2727 East Imperial Highway, Brea, California 92821
(the "Seller").

                             W I T N E S S E T H:
                             - - - - - - - - - -

            WHEREAS, the Seller desires to sell, from time to time, to the
Purchaser, and the Purchaser desires to purchase, from time to time, from the
Seller, certain conventional fixed and adjustable rate residential first and
second lien mortgage loans, (the "Mortgage Loans") as described herein on a
servicing-released basis, and which shall be delivered in groups of whole loans
on various dates as provided herein (each, a "Closing Date");

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

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

            WHEREAS, following its purchase of the Mortgage Loans from the
Seller, the Purchaser desires to sell some or all of the Mortgage Loans to one
or more purchasers in one or more whole loan transfers in a whole loan or
participation format or in one or more public or private mortgage-backed
securities transactions;

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

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

            Adjustable Rate Mortgage Loan: A Mortgage Loan purchased pursuant to
this Agreement the Mortgage Interest Rate of which is adjusted from time to time
in accordance with the terms of the related Mortgage Note.

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

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

            Appraised Value: With respect to any Mortgaged Property, the lesser
of (i) the value thereof as determined by an appraisal made for the originator
of the Mortgage Loan at the time of origination of the Mortgage Loan by an
appraiser who satisfied the Underwriting Guideline, and (ii) the purchase price
paid for the related Mortgaged Property by the Mortgagor with the proceeds of
the Mortgage Loan, provided, however, in the case of a Refinanced Mortgage Loan,
such value of the Mortgaged Property is based solely upon the value determined
by an appraisal made for the originator of such Refinanced Mortgage Loan at the
time of origination of such Refinanced Mortgage Loan by an appraiser who
satisfied the standards of FIRREA.

            Assignment and Conveyance: With respect to any Mortgage Loan Package
purchased and sold on any Closing Date, the assignment and conveyance in the
form annexed hereto as Exhibit 4 (including any exhibits, schedules and
attachments thereto), identifying the Mortgage Loans purchased by the Purchaser
on such Closing Date.

            Assignment of Mortgage: With respect to each Mortgage Loan that is
not a MERS Mortgage Loan, an individual assignment of the Mortgage, notice of
transfer or equivalent instrument in recordable form, sufficient under the laws
of the jurisdiction wherein the related Mortgaged Property is located to give
record notice of the sale of the Mortgage to the Purchaser or its designee.

            Balloon Loan:  A Mortgage Loan with a balloon payment feature.

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

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

            Closing Date: The date or dates on which the Purchaser from time to
time shall purchase from the Seller and the Seller from time to time shall sell
to the Purchaser, the Mortgage Loans listed on the related Mortgage Loan
Schedule with respect to the related Mortgage Loan Package, as set forth in the
related Commitment Letter, or such other date as agreed by the Seller and the
Purchaser.

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

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

            Combined Loan-to-Value Ratio or CLTV: With respect to any Mortgage
Loan, the fraction, expressed as a percentage, the numerator of which is the sum
of (a) the original principal balance of the First Lien Mortgage Loan (or the
unpaid principal balance of the First Lien Mortgage Loan, if available), plus
(b) the unpaid principal balance of the related Second Lien Mortgage Loan or
other related subordinate mortgage loan or loans secured by the Mortgaged
Property, and the denominator of which is the Appraised Value of the related
Mortgaged Property.

            Commission:  The United States Securities and Exchange Commission.

            Commitment Letter: With respect to any Mortgage Loan Package
purchased and sold on any Closing Date, the letter agreement between the
Purchaser and the Seller, in the form annexed hereto as Exhibit 13 (including
any exhibits, schedules and attachments thereto), setting forth the terms and
conditions of such transaction and describing the Mortgage Loans to be purchased
by the Purchaser on such Closing Date. A Commitment Letter may relate to more
than one Mortgage Loan Package to be purchased on one or more Closing Dates
hereunder.

            Condemnation Proceeds: All awards, compensation and settlements in
respect of a taking (whether permanent or temporary) of all or part of a
Mortgaged Property by exercise of the power of condemnation or the right of
eminent domain, to the extent not required to be released to a Mortgagor in
accordance with the terms of the related Mortgage Loan Documents.

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

            Covered Home Loan: A Mortgage Loan categorized as Covered pursuant
to Appendix E of the Standard & Poor's Glossary.

            Credit Score: The credit score of the Mortgagor provided by Fair,
Isaac & Company, Inc. or such other organization providing credit scores at the
time of the origination of a Mortgage Loan. If two credit scores are obtained,
the Credit Score shall be the lower of the two credit scores. If three credit
scores are obtained, the Credit Score shall be the middle of the three credit
scores.

            Customary Servicing Procedures: With respect to any Mortgage Loan,
those mortgage servicing practices (including collection procedures) of prudent
mortgage banking institutions which service mortgage loans of the same type as
such Mortgage Loan in the jurisdiction where the related Mortgaged Property is
located, and which are in accordance with accepted mortgage servicing practices
of prudent lending institutions.

            Custodial Account: The separate account or accounts, reasonably
acceptable to the Purchaser, each of which shall be an Eligible Account, created
and maintained pursuant to Subsection 11.04 of this Agreement.

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

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

            Cut-off Date: The date set forth in the related Commitment Letter,
or in the absence of any specified date, the first day of the month in which the
related Closing Date occurs.

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

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

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

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

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

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

            Eligible Account: An account which is either:

            (a) Maintained with a federal or state-chartered depository
      institution or trust company that complies with the definition of
      "Eligible Institution"; or

            (b) Maintained with the corporate trust department of a federal
      depository institution or state-chartered depository institution subject
      to regulations regarding fiduciary funds on deposit similar to Title 12 of
      the U.S. Code of Federal Regulation Section 9.10(b), which, in either
      case, has corporate trust powers and is acting in its fiduciary capacity.

            Eligible Institution: A depository with respect to which either:

            (a) Commercial paper, short-term debt obligations, or other
      short-term deposits are rated at least "A-1+" or long-term unsecured debt
      obligations are rated at least "AA-" by Standard & Poor's, if the amounts
      on deposit are to be held in the account for no more than 365 days; or

            (b) Commercial paper, short-term debt obligations, demand deposits,
      or other short-term deposits are rated at least "A-2" by Standard & Poor's
      and P-2 by Moody's Investor Service, Inc., if the amounts on deposit are
      to be held in the account for no more than 30 days and are not intended to
      be used as credit enhancement. Upon the loss of this required rating, the
      accounts would need to be transferred immediately to accounts which have
      the required rating. Furthermore, commingling by the servicer is
      acceptable at the A-2 rating level if the servicer is a bank, thrift, or
      depository and provided the servicer has the capability to immediately
      segregate funds and commence remittance to an eligible account upon a
      downgrade.

            Eligible Investments: Any one or more of the following obligations
or securities:

            (a) obligations of or guaranteed as to principal and interest by
      Freddie Mac, Fannie Mae or any agency or instrumentality of the United
      States when such obligations are backed by the full faith and credit of
      the United States; provided, however, that such obligations of Freddie Mac
      or Fannie Mae shall be limited to senior debt obligations and mortgage
      participation certificates except that investments in mortgage-backed or
      mortgage participation securities with yields evidencing extreme
      sensitivity to the rate of principal payments on the underlying mortgages
      shall not constitute Eligible Investments hereunder;

            (b) repurchase agreements on obligations specified in clause (i)
      maturing not more than one month from the date of acquisition thereof;

            (c) federal funds, certificates of deposit, demand deposits, time
      deposits and bankers' acceptances (which shall each have an original
      maturity of not more than ninety (90) days and, in the case of bankers'
      acceptances, shall in no event have an original maturity of more than 365
      days or a remaining maturity of more than thirty (30) days) denominated in
      United States dollars of any United States depository institution or trust
      company incorporated under the laws of the United States or any state
      thereof or of any domestic branch of a foreign depository institution or
      trust company;

            (d) commercial paper (having original maturities of not more than
      365 days) of any corporation incorporated under the laws of the United
      States or any state thereof which is rated not lower than "P-2" by Moody's
      Investors Service, Inc. and rated not lower than "A-2" by Standard &
      Poor's Ratings Services; and

            (e) a money market fund;

provided, however, that no instrument shall be an Eligible Investment if it
represents, either (1) the right to receive only interest payments with respect
to the underlying debt instrument or (2) the right to receive both principal and
interest payments derived from obligations underlying such instrument and the
principal and interest with respect to such instrument provide a yield to
maturity greater than 120% of the yield to maturity at par of such underlying
obligations

            Escrow Account: The separate trust accounts created and maintained
pursuant to Subsection 11.06 of this Agreement.

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

            Event of Default: Any one of the events enumerated in Subsection
14.01.

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

            Fannie Mae: Fannie Mae or any successor thereto.

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

            Final Recovery Determination: With respect to any defaulted Mortgage
Loan or any REO Property (other than a Mortgage Loan or REO Property repurchased
by the Seller pursuant to this Agreement), a determination made by the Seller
that all Insurance Proceeds, Liquidation Proceeds and other payments or
recoveries which the Seller, in its reasonable good faith judgment, expects to
be finally recoverable in respect thereof have been so recovered. The Seller
shall maintain records, prepared by a servicing officer of the Seller, of each
Final Recovery Determination.

            FIRREA: The Financial Institutions Reform, Recovery and Enforcement
Act of 1989.

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

            Fixed Rate Mortgage Loan: A Mortgage Loan with respect to which the
Mortgage Interest Rate set forth in the Mortgage Note is fixed for the term of
such Mortgage Loan.

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

            Freddie Mac: Freddie Mac, formerly known as the Federal Home Loan
Mortgage Corporation, or any successor thereto.

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

            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", or "predatory" or similar loan
under any other applicable state, federal or local law (or a similarly
classified loan using different terminology under a law, regulation or ordinance
imposing heightened regulatory scrutiny or additional legal liability for
residential mortgage loans having high interest rates, points and/or fees), or
(c) a Mortgage Loan categorized as a Covered Home Loan.

            Home Loan: A Mortgage Loan categorized as Home Loan pursuant to
Appendix E of the Standard & Poor's Glossary.

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

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

            Initial Closing Date: The Closing Date on which the Initial
Purchaser purchases and the Seller sells the first Mortgage Loan Package
hereunder.

            Initial Purchaser: As defined in the preamble to this Agreement, or
any successor or assigns thereto.

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

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

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

            Interim Servicing Period: With respect to any Mortgage Loan, the
period during which the Servicer shall service the Mortgage Loans on behalf of
the Purchaser or its designee in accordance with the provisions of this
Agreement, commencing on the related Closing Date and ending on the applicable
Transfer Date. In no event shall the Interim Servicing Period exceed the term
set forth on the related Commitment Letter without the consent of the Seller.

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

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

            Litigation Loan: A Mortgage Loan which is in any stage of litigation
(excluding class action litigation where a named plaintiff is not a Mortgagor of
a Mortgage Loan included in the Servicing Rights), or which is the subject of an
injunction or settlement requiring Seller to take action or affecting the
origination or servicing of the Mortgage Loans, and which has a material adverse
effect on the Mortgage Loan or the Servicing Rights associated with such
Mortgage Loan.

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

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

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

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

            MERS Procedure Manual: The MERS Procedures Manual, as it may be
amended, supplemented or otherwise modified from time to time.

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

            MERS(R) System: MERS mortgage electronic registry system, which is
the system of recording transfers of mortgages electronically as maintained by
MERS, as more particularly described in the MERS Procedure Manual.

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

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

            MOM Loan: Any Mortgage Loan as to which MERS is acting as mortgagee,
solely as nominee for the originator of such Mortgage Loan and its successors
and assigns.

            Monthly Advance: The aggregate of the advances made by the Seller on
any Distribution Date pursuant to Subsection 11.30.

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

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

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

            Mortgage File: The items pertaining to a particular Mortgage Loan
referred to in Exhibit 6 annexed hereto, and any additional documents required
to be added to the Mortgage File pursuant to this Agreement or the related
Commitment Letter.

            Mortgage Interest Rate: With respect to each Fixed Rate Mortgage
Loan, the fixed annual rate of interest provided for in the related Mortgage
Note and, with respect to each Adjustable Rate Mortgage Loan, the annual rate
that interest accrues on such Adjustable Rate Mortgage Loan from time to time in
accordance with the provisions of the related Mortgage Note.

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

            Mortgage Loan Data Tape: The electronic tape delivered by the Seller
to the Purchaser prior to each related Closing Date containing the information
to be used to create the Mortgage Loan Schedule.

            Mortgage Loan Documents: The documents listed in Exhibit 5 annexed
hereto pertaining to any Mortgage Loan.

            Mortgage Loan Package: The Mortgage Loans sold to the Purchaser or
its designee on a Closing Date and listed on a Mortgage Loan Schedule and
attached to the related Assignment and Conveyance as Schedule I on the related
Closing Date.

            Mortgage Loan Schedule: With respect to each Mortgage Loan Package,
the schedule of Mortgage Loans to be annexed to the related Assignment and
Conveyance as Schedule I (or a supplement thereto) on each Closing Date for the
Mortgage Loan Package delivered on such Closing Date in both hard copy and
electronic form, such schedule setting forth the following information with
respect to each Mortgage Loan in the Mortgage Loan Package: (1) the Seller's
Mortgage Loan identifying number; (2) the Mortgagor's first and last name; (3)
the street address of the Mortgaged Property including the city, state and zip
code; (4) a code indicating whether the Mortgaged Property is owner-occupied;
(5) the type of Residential Dwelling constituting the Mortgaged Property; (6)
the original months to maturity; (7) the original date of the Mortgage Loan and
the remaining months to maturity from the Cut-off Date, based on the original
amortization schedule; (8) with respect to each Mortgage Loan secured by a First
Lien, the Loan-to-Value Ratio at origination; (9) with respect to each Mortgage
loan secured by a Second Lien, the CLTV at origination; (10) the Mortgage
Interest Rate in effect immediately following the Cut-off Date; (11) the date on
which the first Monthly Payment was due on the Mortgage Loan; (12) the stated
maturity date; (13) the amount of the Monthly Payment as of the Cut-off Date;
(14) the last Due Date on which a Monthly Payment was actually applied to the
unpaid Stated Principal Balance; (15) the original principal amount of the
Mortgage Loan; (16) the Stated Principal Balance of the Mortgage Loan as of the
close of business on the Cut-off Date; (17) with respect to each Adjustable Rate
Mortgage Loan, the first Adjustment Date; (18) with respect to each Adjustable
Rate Mortgage Loan, the Gross Margin; (19) a code indicating the purpose of the
loan (i.e., purchase financing, Rate/Term Refinancing, Cash-Out Refinancing);
(20) with respect to each Adjustable Rate Mortgage Loan, the Maximum Mortgage
Interest Rate under the terms of the Mortgage Note; (21) with respect to each
Adjustable Rate Mortgage Loan, the Minimum Mortgage Interest Rate under the
terms of the Mortgage Note; (22) the Mortgage Interest Rate at origination; (23)
with respect to each Adjustable Rate Mortgage Loan, the Periodic Rate Cap; (24)
with respect to each Adjustable Rate Mortgage Loan, the Index; (25) the date on
which the first Monthly Payment was due on the Mortgage Loan and, if such date
is not consistent with the Due Date currently in effect, such Due Date; (26) a
code indicating whether the Mortgage Loan is an Adjustable Rate Mortgage Loan or
a Fixed Rate Mortgage Loan; (27) a code indicating the documentation style
(i.e., full, stated or easy); (28) the Appraised Value of the Mortgaged
Property; (29) the sale price of the Mortgaged Property, if applicable; (30) a
code indicating whether the Mortgage Loan is subject to a Prepayment Charge, the
term of such Prepayment Charge and the amount of such Prepayment Charge; (31)
the product type (e.g., 2/28, 15 year fixed, 30 year fixed, etc.); (32) the
Mortgagor's debt to income ratio; (33) a code indicating whether the Mortgaged
Property is subject to a First Lien or a Second Lien; (34) with respect to a
Second Lien Mortgage Loan, a code indicating whether it is a "piggy back" second
lien and a code identifying the related First Lien Mortgage Loan; (35) a code
indicating the Credit Score of the Mortgagor at the time of origination of the
Mortgage Loan; (36) a code indicating whether the Mortgage Loan is a MERS
Mortgage Loan and, if so, the corresponding MIN; (37) a code indicating if the
Mortgage Loan is an interest-only Mortgage Loan and, if so, the term of the
interest-only period of such Mortgage Loan; (38) the rate change cap at the
first interest rate adjustment date; (39) the maximum rate change cap; (40) the
fixed period of the loan; (41) the first payment adjustment date; (42) a code
indicating the credit grade of the Mortgage Loan; and (43) the total dollar
amount of points and fees charged to the related Mortgagor in connection with
the origination of such Mortgage Loan. With respect to the Mortgage Loan Package
in the aggregate, the Mortgage Loan Schedule shall set forth the following
information, as of the related Cut-off Date: (1) the number of Mortgage Loans;
(2) the current principal balance of the Mortgage Loans; (3) the weighted
average Mortgage Interest Rate of the Mortgage Loans; and (4) the weighted
average maturity of the Mortgage Loans.

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

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

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

            Net Mortgage Rate: With respect to any Mortgage Loan (or the related
REO Property), as of any date of determination, a per annum rate of interest
equal to the then applicable Mortgage Interest Rate for such Mortgage Loan minus
the Servicing Fee Rate.

            Nonrecoverable Monthly Advance: Any Monthly Advance previously made
or proposed to be made in respect of a Mortgage Loan or REO Property that, in
the good faith business judgment of the Seller, will not, or, in the case of a
proposed Monthly Advance, would not be, ultimately recoverable from related late
payments, Insurance Proceeds or Liquidation Proceeds on such Mortgage Loan or
REO Property as provided herein.

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

            Opinion of Counsel: A written opinion of counsel, who may be
salaried counsel for the Person on behalf of whom the opinion is being given,
reasonably acceptable to each Person to whom such opinion is addressed.

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

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

            Prepayment Charge: With respect to any Mortgage Loan, any prepayment
penalty or premium thereon payable in connection with a principal prepayment on
such Mortgage Loan pursuant to the terms of the related Mortgage Note.

            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 Charge or premium thereon, 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.

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

            Purchase Price Percentage: That certain purchase price percentage
set forth in the Commitment Letter with respect to a Mortgage Loan, as adjusted
as provided therein.

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

            Qualified Substitute Mortgage Loan: A mortgage loan substituted for
a Deleted Mortgage Loan pursuant to the terms of this Agreement which must, on
the date of such substitution, (i) have an outstanding principal balance, after
application of all scheduled payments of principal and interest due during or
prior to the month of substitution, not in excess of the Stated Principal
Balance of the Deleted Mortgage Loan as of the Due Date in the calendar month
during which the substitution occurs (the amount of any shortfall will be
deposited in the Custodial Account by the Seller in the month of substitution),
(ii) have a Mortgage Interest Rate not less than (and not more than one
percentage point in excess of) the Mortgage Interest Rate of the Deleted
Mortgage Loan, (iii) have a Net Mortgage Rate not less than (and not more than
one percentage point in excess of) the Net Mortgage Rate of the Deleted Mortgage
Loan, (iv) have a remaining term to maturity not greater than (and not more than
two months less than) that of the Deleted Mortgage Loan, (v) have the same Due
Date as the Due Date on the Deleted Mortgage Loan, (vi) have a Loan-to-Value
Ratio as of the date of substitution equal to or lower than the Loan-to-Value
Ratio of the Deleted Mortgage Loan as of such date, (vii) conform to each
representation and warranty set forth in Subsection 7.02 of this Agreement,
(viii) be the same type of mortgage loan (i.e. fixed or adjustable rate with the
same Gross Margin and Index as the Deleted Mortgage Loan, first or second lien,
and have the same credit grade) and (ix) if the related Deleted Mortgage Loan is
a Balloon Loan, have the same amortization schedule and final monthly payment as
the amortization schedule and final monthly payment of the Deleted Mortgage
Loan. In the event that one or more mortgage loans are substituted for one or
more Deleted Mortgage Loans, the amounts described in clause (i) hereof shall be
determined on the basis of aggregate principal balances, the Mortgage Interest
Rates described in clause (ii) hereof shall be determined on the basis of
weighted average Mortgage Interest Rates and shall be satisfied as to each such
mortgage loan, the terms described in clause (iii) shall be determined on the
basis of weighted average remaining terms to maturity, the Loan-to-Value Ratios
described in clause (v) hereof shall be satisfied as to each such mortgage loan
and, except to the extent otherwise provided in this sentence, the
representations and warranties described in clause (vii) hereof must be
satisfied as to each Qualified Substitute Mortgage Loan or in the aggregate, as
the case may be. In addition, the substitution of more than one Mortgage Loan
pursuant to the previous sentence shall be subject to the Purchaser's approval
in its sole discretion.

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

            Reconstitution: Any Securitization Transaction or Whole Loan
Transfer.

            Reconstitution Agreements: The assignment, assumption and
recognition agreement, mortgage loan purchase agreement or other agreements
entered into by the Seller and the Purchaser and/or certain third parties on the
Reconstitution Date or Dates with respect to any or all of the Mortgage Loans
conveyed hereunder, in connection with a Whole Loan Transfer or a Securitization
Transaction as provided in Section 12.

            Reconstitution Date: The date or dates on which any or all of the
Mortgage Loans serviced under this Agreement shall be removed from this
Agreement and reconstituted as part of a Whole Loan Transfer or Securitization
Transaction pursuant to Section 12 hereof.

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

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

            Regulation AB: Subpart 229.1100 - Asset Backed Securities
(Regulation AB), 17 C.F.R. ss.ss.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 REMICs, which appear in Sections 860A through 860G of the Code, and related
provisions, and proposed, temporary and final regulations and published rulings,
notices and announcements promulgated thereunder, as the foregoing may be in
effect from time to time.

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

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

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

            Repurchase Price: With respect to any Mortgage Loan subject to
repurchase by the Seller, a price equal to (w) the greater of (A) the Stated
Principal Balance of such Mortgage Loan subject to repurchase or (B) if the
repurchase of such Mortgage Loan is prior to the earlier of a Securitization
Transaction of such Mortgage Loan or the one year anniversary of the related
Closing Date, the related Purchase Price Percentage multiplied by the Stated
Principal Balance of the Mortgage subject to repurchase, plus (x) interest on
such Stated Principal Balance at the Mortgage Interest Rate from and including
the last Due Date through which interest has been paid or advanced by or on
behalf of the Mortgagor to the first day of the month following the date of
repurchase, less amounts received in respect of such repurchased Mortgage Loan,
plus (y) all costs and damages incurred in connection with the violation of such
Mortgage Loan of any predatory or abusive lending law, plus (z) the aggregate
amount of all outstanding and unreimbursed Monthly Advances and Servicing
Advances related to the Mortgage Loan.

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

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

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

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

            Securitization Transaction: Any transaction involving either (1) a
sale or other transfer of some or all of the Mortgage Loans directly or
indirectly to an issuing entity in connection with an issuance of publicly
offered or privately placed, rated or unrated mortgage-backed securities or (2)
an issuance of publicly offered or privately placed, rated or unrated
securities, the payments on which are determined primarily by reference to one
or more portfolios of residential mortgage loans consisting, in whole or in
part, of some or all of the Mortgage Loans.

            Seller: Fremont Investment & Loan, a California industrial bank, or
the successor in interest to such entity or any successor to the Seller under
this Agreement appointed as herein provided.

            Seller Information: As defined in Subsection 12.05(a).

            Servicer: Until the Transfer Date, the Seller.

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

            Servicing 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 monthly fee
set forth in the related Commitment Letter which the Purchaser shall pay to the
Seller, which shall, for each month, be equal to one twelfth of the product of
(a) the Servicing Fee Rate and (b) the unpaid principal balance of the Mortgage
Loan. Such fee shall be payable monthly, computed on the basis of the same
principal amount and period respectively which any related interest payment on a
Mortgage Loan is computed. The obligation of the Purchaser to pay the Servicing
Fee is limited to, and payable solely from, the interest portion (including
recoveries with respect to interest from Liquidation Proceeds and other
proceeds, to the extent permitted by Subsection 11.05) of related Monthly
Payment collected by the Seller, or as otherwise provided under Subsection
11.05. If the Interim Servicing Period includes any partial month, the Servicing
Fee for such month shall be pro rated at a per diem rate based upon a 30-day
month.

            Servicing Fee Rate: The per annum rate set forth in the related
Commitment Letter at which the Servicing Fee accrues.

            Servicing File: With respect to each Mortgage Loan, the file
retained by the Seller until the Transfer Date, consisting of originals of all
documents in the Mortgage File which are not delivered to the Purchaser or the
Custodian and copies of the Mortgage Loan Documents.

            S&P or Standard & Poor's: Standard & Poor's, a division of the
McGraw-Hill Companies, Inc., or its successor in interest.

            Stated Principal Balance: As to each Mortgage Loan as of any date of
determination, (i) the principal balance of the Mortgage Loan as of the Cut-off
Date after giving effect to payments of principal due on or before such date,
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.

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

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

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

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

            Transfer Date: With respect to any Mortgage Loan, the date on which
the Seller transfers the servicing of a Mortgage Loan to the Initial Purchaser
or its designee, which date shall be the date set forth on the related
Commitment Letter, or such other date as mutually agreed upon by the Seller and
the Purchaser.

            Transfer Instructions: The servicing transfer instructions of the
Purchaser or its designee, attached as Exhibit 8 hereto, as amended,
supplemented or replaced from time to time.

            Transfer Requirements: The transfer requirements attached hereto as
Exhibit 7, which provides for certain obligations of the Seller with respect to
the transfer of servicing of the Mortgage Loans.

            Underwriting Guidelines: The lending guidelines and parameters of
the Seller, a copy of which has been delivered to the Initial Purchaser and are
attached hereto as Exhibit 9.

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

            SECTION 2. Agreement to Purchase. The Seller, in exchange for the
payment of the applicable Purchase Price by the Purchaser on each related
Closing Date, hereby sells, transfers, assigns, sets over and conveys to the
Purchaser, without recourse, but subject to the terms of this Agreement and each
related Commitment Letter, all of its rights, title and interest in and to the
Mortgage Loans in the related Mortgage Loan Package identified on Exhibit A to
each related Assignment and Conveyance Agreement as being sold by it.

            With respect to each Mortgage Loan purchased, the Purchaser shall
own and be entitled to receive for the related Mortgagor: (1) all scheduled
principal due after the related Cut-off Date, (2) all other recoveries of late
charges, assumption fees, Prepayment Penalties or other charges collected after
the related Cut-off Date and all other recoveries of principal collected after
the related Cut-off Date (provided, however, that all scheduled payments of
principal due on or before the related Cut-off Date and collected by the Seller
after the related Cut-Off Date shall belong to the Seller), and (3) all
scheduled payments of interest on the Mortgage Loans at the Mortgage Interest
Rate after the related Cut-off Date. The Stated Principal Balance of each
Mortgage Loan as of the related Cut-off Date is determined after application of
payments of principal due on or before the related Cut-off Date whether or not
collected. All scheduled payments of principal and interest prepaid for a Due
Date after the related Cut-off Date shall not be applied to the principal
balance as of the related Cut-off Date and such prepaid amounts shall belong to
the Purchaser. The Seller shall deposit any such prepaid amounts into the
Custodial Account, which account is established for the benefit of the
Purchaser, for remittance by the Seller to the Purchaser on the first related
Distribution Date. All payments of principal and interest, less the applicable
Servicing Fee, due on a Due Date following the related Cut-off Date shall belong
to the Purchaser.

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

            SECTION 4. Purchase Price. The Purchase Price for each Mortgage Loan
listed on the related Mortgage Loan Schedule shall be as stated in the related
Commitment Letter (subject to adjustment as provided therein), which shall equal
the Purchase Price Percentage multiplied by its Stated Principal Balance as of
the related Cut-off Date. If so provided in the related Commitment Letter,
portions of the Mortgage Loans shall be priced separately.

            In addition to the Purchase Price as described above, the Initial
Purchaser shall pay to the Seller, at closing, accrued interest on the Stated
Principal Balance of each Mortgage Loan as of the related Cut-off Date at its
Net Mortgage Rate from the related Cut-off Date through the day prior to the
related Closing Date, both inclusive.

            It is intended that the conveyance pursuant to this Agreement of the
Seller's right, title and interest in and to the Mortgage Loans shall constitute
and shall be construed as a sale of such property and not a grant of a security
interest to secure a loan. However, if such conveyance is deemed to be or to be
made as security for a loan, it is intended that: (1) the rights and obligations
of the parties shall be established pursuant to the terms of this Agreement; (2)
the Seller hereby grants to the Purchaser a first priority security interest in
all of the Seller's right, title and interest in, to and under the related
Mortgage Loans, the Custodial Account and the proceeds of any and all of the
foregoing, whether now owned or hereafter acquired, free and clear of adverse
claims; and (3) the related Commitment Letter and this Agreement shall
constitute a security agreement under applicable law and the Custodian shall be
deemed to be an independent custodian for purposes of perfection of the security
interest granted to the Purchaser or its assignee, as the case may be, and the
Purchaser or its assignee, as the case may be, shall have all of the rights of a
secured party under applicable law.

            The Seller shall be responsible for maintaining, and shall maintain
until the related Transfer Date for the related Mortgage Loan, a complete set of
books and records for such Mortgage Loan, which shall be marked clearly to
reflect the ownership of such Mortgage Loan by the Purchaser. In particular, the
Seller shall maintain in its possession, available for inspection by the
Purchaser, and shall deliver to the Purchaser upon reasonable notice, evidence
of compliance with all applicable federal, state and local laws, rules and
regulations.

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

            SECTION 6. Conveyance from Seller to Initial Purchaser.

            6.01 Conveyance of Mortgage Loans. The Seller, simultaneously with
the payment of the Purchase Price, shall execute and deliver to the Initial
Purchaser an Assignment and Conveyance with respect to the related Mortgage Loan
Package in the form attached hereto as Exhibit 4. The Servicing File retained by
the Seller with respect to each Mortgage Loan pursuant to this Agreement shall
be appropriately identified in the Seller's computer system to reflect clearly
the sale of such related Mortgage Loan to the Purchaser. The Seller shall
release from its custody the contents of any Servicing File retained by it only
in accordance with this Agreement, except when such release is required in
connection with a repurchase of any such Mortgage Loan pursuant to Subsection
7.03 or 7.04.

            In addition, in connection with the assignment of any MERS Mortgage
Loans, the Seller agrees that on or prior to the related Closing Date it will
cause, at its own expense, the MERS System to indicate that such Mortgage Loans
have been assigned by the Seller to the Purchaser in accordance with this
Agreement by including in such computer files the information required by the
MERS System to identify the Purchaser as the owner of such Mortgage Loans.

            Notwithstanding anything herein to the contrary, each of the parties
hereto hereby agrees that any conveyance of Mortgage Loans, on any date, sold by
the Seller and acquired by the Initial Purchaser hereunder, may, at the
discretion of the Initial Purchaser, be acquired by the Initial Purchaser
directly and/or through one or more trusts or trustees established by the
Initial Purchaser for the purpose of holding legal or beneficial title in such
Mortgage Loans on behalf of the Initial Purchaser or its assigns. Any such trust
or trustee for the Initial Purchaser, if applicable, shall be listed as the
purchaser on the related Assignment and Conveyance in respect of the legal
and/or beneficial interest in the related Mortgage Loans being so acquired by
such trust or trustee on behalf of the Initial Purchaser at such time; provided,
however, that, notwithstanding the use of any such trust or trustee by the
Initial Purchaser, the Seller shall continue to look to and deal solely and
directly with the Initial Purchaser with respect to all rights and/or
performance obligations of such Initial Purchaser hereunder.

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

            It is the express intention of the parties that the transactions
contemplated by this Agreement be, and be construed as, a sale of the Mortgage
Loans by the Seller and not a pledge of the Mortgage Loans by the Seller to the
Purchaser to secure a debt or other obligation of the Seller. Consequently, the
sale of each Mortgage Loan shall be reflected as a sale on the Seller's business
records, tax returns and financial statements. 6.03 Delivery of Mortgage Loan
Documents. At least five (5) Business Days prior to each Closing Date, the
Seller shall deliver and release to the Custodian those Mortgage Loan Documents
as required by the Custodial Agreement with respect to each Mortgage Loan to be
purchased and sold on the related Closing Date and set forth on the related
Mortgage Loan Schedule delivered with such Mortgage Loan Documents.

            The Custodian shall certify its receipt of all such Mortgage Loan
Documents required to be delivered pursuant to the Custodial Agreement for the
related Closing Date, as evidenced by the Initial Certification of the custodian
in the form annexed to the Custodial Agreement. The Seller shall be responsible
for complying with any delegated duties under the Custodial Agreement during the
Interim Servicing Period. The fees and expenses of the Custodian shall be paid
by the Purchaser and the Seller as set forth in the related Commitment Letter.
The Seller shall forward to the Custodian original documents evidencing an
assumption, modification, consolidation or extension of any Mortgage Loan
entered into in accordance with this Agreement within two (2) weeks of their
execution, provided, however, that the Seller shall provide the Custodian with a
certified true copy of any such document submitted for recordation within two
weeks of its execution, and shall provide the original of any document submitted
for recordation or a copy of such document certified by the appropriate public
recording office to be a true and complete copy of the original within ninety
days of its submission for recordation.

            In the event any document required to be delivered to the Custodian
in the Custodial Agreement, including an original or copy of any document
submitted for recordation to the appropriate public recording office, is not so
delivered to the Custodian, or to such other Person as the Purchaser shall
designate in writing, within ninety (90) days following the related Closing Date
(other than with respect to the Assignments of Mortgage which shall be delivered
to the Custodian in blank and recorded subsequently by the Purchaser or its
designee), and in the event that the Seller does not cure such failure within
thirty (30) days of discovery or receipt of written notification of such failure
from the Purchaser, the related Mortgage Loan shall, upon the request of the
Purchaser, be repurchased by the Seller at the price and in the manner specified
in Subsection 7.3. The foregoing repurchase obligation shall not apply in the
event that the Seller cannot deliver an original document submitted for
recordation to the appropriate public recording office within the specified
period due to a delay caused by the recording office in the applicable
jurisdiction; provided that the Seller shall instead deliver a recording receipt
of such recording office or, if such recording receipt is not available, an
officer's certificate of a servicing officer of the Seller, confirming that such
documents have been accepted for recording; provided that, upon request of the
Purchaser and delivery by the Purchaser to the Seller of a schedule of the
related Mortgage Loans, the Seller shall reissue and deliver to the Purchaser or
its designee said officer's certificate. In addition to its repurchase
obligations set forth above in this paragraph, the Seller shall exert customary
and diligent efforts to cause the delivery to the Custodian of the documents
required to be delivered under the preceding paragraphs. Each document required
to be delivered under this Agreement shall be delivered by the Seller within
three hundred and sixty (360) days of the related Closing Date.

            The Seller shall pay all initial recording fees, if any, for the
Assignments of Mortgage and any other fees or costs in transferring all original
documents to the Custodian or, upon written request of the Purchaser, to the
Purchaser or the Purchaser's designee. The Purchaser or the Purchaser's designee
shall be responsible for recording the Assignments of Mortgage and shall be
reimbursed by the Seller for the costs associated therewith pursuant to the
preceding sentence.

            6.04 [Reserved].

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

            7.01 Representations and Warranties Respecting the Seller. The
Seller represents, warrants and covenants to the Purchaser as of the Initial
Closing Date and each subsequent Closing Date or as of such date specifically
provided herein or in the applicable Assignment and Conveyance:

            (a) The Seller is duly organized, validly existing and in good
standing under the laws of the State of California, and has all licenses
necessary to carry on its business as now being conducted. It is licensed in (or
otherwise exempt from licensing), qualified to transact business in and is in
good standing under the laws of the state in which any Mortgaged Property is
located and is and will remain in compliance with the laws of each state in
which any Mortgaged Property is located to the extent necessary to ensure the
enforceability of each Mortgage Loan and the servicing of the Mortgage Loan in
accordance with the terms of this Agreement. No licenses or approvals obtained
by the Seller have been suspended or revoked by any court, administrative
agency, arbitrator or governmental body and no proceedings are pending which
might result in such suspension or revocation;

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

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

            (d) The Seller is not in violation of this Agreement, and the
execution and delivery of this Agreement by the Seller and its performance and
compliance with the terms of this Agreement will not constitute a violation with
respect to, any order or decree of any court or any order or regulation of any
federal, state, municipal or governmental agency having jurisdiction over the
Seller or its assets, which violation might have consequences that would
materially and adversely affect the condition (financial or otherwise) or the
operation of the Seller or its assets or might have consequences that would
materially and adversely affect the performance of its obligations and duties
hereunder or result in the creation or imposition of any lien, charge or
encumbrance that would have an adverse effect upon any of its properties
pursuant to the terms of any mortgage, contract, deed of trust or other
instrument, or impair the ability of the Purchaser to realize on the Mortgage
Loans, impair the value of the Mortgage Loans, or impair the ability of the
Purchaser to realize the full amount of any insurance benefits accruing pursuant
to this Agreement;

            (e) The Seller is a HUD approved mortgagee pursuant to Section 203
of the National Housing Act. No event has occurred, including but not limited to
a change in insurance coverage, which would make the Seller unable to comply
with HUD eligibility requirements or which would require notification to HUD.

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

            (g) The Mortgage Loan Documents and any other documents required to
be delivered with respect to each Mortgage Loan pursuant to this Agreement have
been delivered to the Custodian all in compliance with the specific requirements
of Subsection 8(c) hereof. With respect to each Mortgage Loan, the Seller is in
possession of a complete Mortgage File in compliance with Exhibit 6, except for
such documents as have been delivered to the Custodian;

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

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

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

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

            (l) Neither this Agreement nor any written statement, report, tape,
diskette, form or other document furnished or to be furnished by the Seller
(including the information delivered by the Seller to the Purchaser with respect
to the Seller's loan loss, foreclosure and delinquency experience on mortgage
loans underwritten to the same standards as the Mortgage Loans and covering
mortgaged properties similar to the Mortgaged Properties) pursuant to this
Agreement or in connection with the transactions contemplated hereby (including
any Securitization Transaction or Whole Loan Transfer) contains any untrue
statement of material fact;

            (m) The transfer of the Mortgage Loans shall be treated as a sale on
the books and records of the Seller, and the Seller has determined that, and
will treat, the disposition of the Mortgage Loans pursuant to this Agreement for
tax and accounting purposes as a sale. The Seller shall maintain a complete set
of books and records for each Mortgage Loan which shall be clearly marked to
reflect the ownership of each Mortgage Loan by the Purchaser;

            (n) The consideration received by the Seller upon the sale of the
Mortgage Loans constitutes fair consideration and reasonably equivalent value
for such Mortgage Loans;

            (o) The Seller is solvent and will not be rendered insolvent by the
consummation of the transactions contemplated hereby. The Seller is not
transferring any Mortgage Loan with any intent to hinder, delay or defraud any
of its creditors;

            (p) The Mortgage Loans were selected from among the outstanding one-
to four-family mortgage loans in the Seller's portfolio at the related Closing
Date that meet the requirements of the related Commitment Letter and as to which
the related representations and warranties set forth in Subsection 7.2 could be
made and such selection was not made in a manner so as to affect adversely the
interests of the Purchaser;

            (q) The characteristics of the related Mortgage Loan Package are as
set forth on the description of the pool characteristics for the applicable
Mortgage Loan Package delivered pursuant to Section 9 on the related Closing
Date in the form attached as Schedule 2 to each related Assignment and
Conveyance Agreement;

            (r) The Seller has not dealt with any broker, investment banker,
agent or other person that may be entitled to any commission or compensation in
connection with the sale of the Mortgage Loans;

            (s) The Seller is duly qualified, licensed, registered and otherwise
authorized under all applicable federal, state and local laws, and regulations,
if applicable, meets the minimum capital requirements set forth by the FDIC and
is in good standing to enforce, originate, sell mortgage loans to, and service
mortgage loans in each jurisdiction wherein the Mortgaged Properties are
located;

            (t) [Reserved];

            (u) The Seller's decision to originate any mortgage loan or to deny
any mortgage loan application is an independent decision based upon Seller's
Underwriting Guidelines, and is in no way made as a result of Purchaser's
decision to purchase, or not to purchase, or the price Purchaser may offer to
pay for, any such mortgage loan, if originated;

            (v) The Seller 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"), and the Seller 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 the purposes of the
Anti-Money Laundering Laws, including with respect to the legitimacy of the
applicable Mortgagor and the origin of the assets used by the said Mortgagor to
purchase the property in question, and maintains, and will maintain, sufficient
information to identify the applicable Mortgagor for purposes of the Anti-Money
Laundering Laws. No Mortgage Loan is subject to nullification pursuant to
Executive Order 13224 (the "Executive Order") or the regulations promulgated by
the Office of Foreign Assets Control of the United States Department of the
Treasury (the "OFAC Regulations") or in violation of the Executive Order or the
OFAC Regulations, and no Mortgagor is subject to the provisions of such
Executive Order or the OFAC Regulations nor listed as a "Specifically Designated
National and Blocked Person" for purposes of the OFAC Regulations;

            (w) The Underwriting Guidelines delivered to the Purchaser are true,
correct and complete; and

            (x) The Seller is in good standing, and will comply in all material
respects with the rules and procedures of MERS in connection with the servicing
of the MERS Mortgage Loans for as long as such Mortgage Loans are registered
with MERS.

            7.02 Representations and Warranties Regarding Individual Mortgage
Loans. The Seller, with respect to Mortgage Loans sold by it to the Purchaser
pursuant to the terms of this Agreement and the related Commitment Letter,
hereby represents and warrants to the Purchaser that, as to each Mortgage Loan,
as of the related Closing Date:

            (a) The information set forth in the related Mortgage Loan Schedule
and the Mortgage Loan Data Tape delivered to the Purchaser is complete, true and
correct as of the Cut-off Date, unless another date is set forth in the Mortgage
Loan Schedule;

            (b) The Mortgage Loan is in compliance with all requirements set
forth in the related Commitment Letter, and the characteristics of the related
Mortgage Loan Package as set forth in the related Commitment Letter are true and
correct;

            (c) Unless otherwise set forth in the related Commitment Letter, all
payments required to be made up to the close of business on the Closing Date for
such Mortgage Loan under the terms of the Mortgage Note have been made; the
Seller has not advanced funds, or induced, solicited or knowingly received any
advance of funds from a party other than the owner of the related Mortgaged
Property, directly or indirectly, for the payment of any amount required by the
Mortgage Note or Mortgage; and no monthly payment under the Mortgage Loan has
been more than one (1) calendar month delinquent more than one time since
origination;

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

            (e) The Mortgaged Property is located in the state identified in the
related Mortgage Loan Schedule and is improved by a Residential Dwelling;

            (f) The terms of the Mortgage Note and the Mortgage have not been
impaired, waived, altered or modified in any respect, except by written
instruments, recorded in the applicable public recording office if necessary to
maintain the lien priority of the Mortgage, and which have been delivered to the
Custodian; the substance of any such waiver, alteration or modification has been
approved by the title insurer, to the extent required by the related policy, and
is reflected on the related Mortgage Loan Schedule. No instrument of waiver,
alteration or modification has been executed, and no Mortgagor has been
released, in whole or in part, except in connection with an assumption agreement
approved by the title insurer, to the extent required by the policy, and which
assumption agreement has been delivered to the Custodian and the terms of which
are reflected in the related Mortgage Loan Schedule;

            (g) With respect to each Mortgage Loan, the Mortgage Note and the
Mortgage are not subject to any right of rescission, set-off, counterclaim or
defense, including the defense of usury, nor will the operation of any of the
terms of the Mortgage Note and/or the Mortgage, or the exercise of any right
thereunder, render the Mortgage or the Mortgage Note unenforceable, in whole or
in part, or subject to any right of rescission, set-off, counterclaim or
defense, including the defense of usury and no such right of rescission,
set-off, counterclaim or defense has been asserted with respect thereto and,
immediately after giving effect to the closing of the Mortgage Loan, no
Mortgagor was a debtor in any state or federal bankruptcy or insolvency
proceeding;

            (h) With respect to each Mortgage Loan, all buildings upon the
Mortgaged Property are insured by an insurer generally acceptable to prudent
lenders in the secondary mortgage market against loss by fire, hazards of
extended coverage and such other hazards as are customary in the area where the
Mortgaged Property is located, pursuant to insurance policies conforming to the
requirements of prudent lenders in the secondary mortgage market. All such
insurance policies contain a standard mortgagee clause naming the Seller, its
successors and assigns as mortgagee and all premiums thereon have been paid. If
the Mortgaged Property is in an area identified on a Flood Hazard Map or Flood
Insurance Rate Map issued by the Federal Emergency Management Agency as having
special flood hazards (and such flood insurance has been made available) a flood
insurance policy meeting the requirements of the current guidelines of the
Federal Insurance Administration is in effect which policy is generally accepted
in the secondary mortgage market. The Mortgage obligates the Mortgagor
thereunder to maintain all such insurance at the Mortgagor's cost and expense,
and on the Mortgagor's failure to do so, authorizes the holder of the Mortgage
to maintain such insurance at the 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 Seller upon the
consummation of the transactions contemplated by this Agreement. The Seller has
not engaged in, and has no knowledge of the Mortgagor's having engaged in, any
act or omission which would impair the coverage of any such policy, the benefits
of the endorsement provided for herein, or the validity and binding effect of
either;

            (i) Any and all requirements of any federal, state or local law
including, without limitation, usury, truth in lending, real estate settlement
procedures, consumer credit protection, equal credit opportunity, fair housing
or disclosure laws and all predatory and abusive lending laws applicable to the
origination and servicing of the Mortgage Loans have been complied with and the
consummation of the transactions contemplated hereby will not involve the
violation of any such laws, and the Seller shall maintain in its possession,
available for the inspection of the Purchaser or its designee, and shall deliver
to the Purchaser or its designee, as soon as practicable, but no more than five
days after request, evidence of compliance with such requirements;

            (j) The Mortgage has not been satisfied, cancelled, subordinated or
rescinded, in whole or in part, and the Mortgaged Property has not been released
from the lien of the Mortgage, in whole or in part, nor has any instrument been
executed that would effect any such satisfaction, cancellation, subordination,
rescission or release. Except as otherwise disclosed in the Mortgage Loan
Schedule, the Seller has not waived the performance by the Mortgagor of any
action, if the Mortgagor's failure to perform such action would cause the
Mortgage Loan to be in default, nor has the Seller waived any default resulting
from any action or inaction by the Mortgagor;

            (k) With respect to each Mortgage Loan, the related Mortgage is
properly recorded and is a valid, existing and enforceable (A) First Lien and
first priority security interest with respect to each Mortgage Loan which is
indicated by the Seller to be a First Lien (as reflected on the Mortgage Loan
Schedule), or (B) Second Lien and second priority security interest with respect
to each Mortgage Loan which is indicated by the Seller to be a Second Lien (as
reflected on the Mortgage Loan Schedule), in either case, on the Mortgaged
Property, including all improvements 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 any time with respect to the foregoing. The lien of the
Mortgage is subject only to (i) the lien of current real property taxes and
assessments not yet due and payable, (ii) covenants, conditions and
restrictions, rights of way, easements and other matters of the public record as
of the date of recording being acceptable to prudent mortgage lending
institutions generally and specifically referred to in the lender's title
insurance policy delivered to the originator of the Mortgage Loan and which do
not adversely affect the Appraised Value of the Mortgaged Property, (iii) other
matters to which like properties are commonly subject which do not materially
interfere with the benefits of the security intended to be provided by the
Mortgage or the use, enjoyment, value or marketability of the related Mortgaged
Property and (iv) with respect to each Mortgage Loan which is indicated by the
Seller to be a Second Lien Mortgage Loan (as reflected on the Mortgage Loan
Schedule) a First Lien on the 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, existing and enforceable
(A) First Lien and first priority security interest with respect to each
Mortgage Loan which is indicated by the Seller to be a First Lien (as reflected
on the Mortgage Loan Schedule) or (B) Second Lien and second priority security
interest with respect to each Mortgage Loan which is indicated by the Seller to
be a Second Lien Mortgage Loan (as reflected on the Mortgage Loan Schedule), in
either case, on the property described therein and the Seller has full right to
sell and assign the same to the Purchaser. The Mortgaged Property was not, as of
the date of origination of the Mortgage Loan, subject to a mortgage, deed of
trust, deed to secure debt or other security instrument creating a lien
subordinate to the lien of the Mortgage, other than with respect to any Mortgage
Loan for which the CLTV on the Mortgage Loan Schedule reflects the existence of
a subordinate lien;

            (l) The Mortgage Note and the related Mortgage and are genuine and
each is the legal, valid and binding obligation of the Mortgagor and enforceable
by the Purchaser against such Mortgagor in accordance with its terms, except
only as such enforcement may be limited by bankruptcy, insolvency, moratorium,
receivership and other similar laws relating to creditors' rights generally;

            (m) All parties to the Mortgage Note, the Mortgage and any other
related agreement had legal capacity to enter into the Mortgage Loan, to execute
and deliver the Mortgage Note, the Mortgage and any other related agreement and
to pledge, grant or convey the interest therein purported to be conveyed, and
the Mortgage Note, the Mortgage and any other related agreement have been duly
and properly executed by such parties;

            (n) The Mortgagor is a natural person;

            (o) The proceeds of the Mortgage Loan have been fully disbursed to
or for the account of the Mortgagor and there is no obligation for the Mortgagee
to advance additional funds thereunder and any and all requirements as to
completion of any on-site or off-site improvement and as to disbursements of any
escrow funds therefor have been complied with. All costs, fees and expenses
incurred in making or closing the Mortgage Loan and the recording of the
Mortgage have been paid, and the Mortgagor is not entitled to any refund of any
amounts paid or due to the Mortgagee pursuant to the Mortgage Note or Mortgage;

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

            (q) At the time of origination of the Mortgage Loan, all parties
which have had any interest in the Mortgage Loan, whether as mortgagee,
assignee, pledged or otherwise, were in compliance with any and all applicable
"doing business" and licensing requirements of the laws of the state wherein the
Mortgaged Property is located or were not required to be licensed in such state;

            (r) The Mortgage Loan is covered by an American Land Title
Association ("ALTA") lender's title insurance policy (which, in the case of an
Adjustable Rate Mortgage Loan has an adjustable rate mortgage endorsement in the
form of ALTA 6.0 or 6.1) generally acceptable in the secondary mortgage market,
issued by a title insurer acceptable to prudent lenders in the secondary
mortgage market and qualified to do business in the jurisdiction where the
Mortgaged Property is located, insuring (subject to the exceptions contained in
(k)(i)-(iii) with respect to each First Lien Mortgage Loan and subject to the
exceptions contained in (k)(i)-(iv) with respect to each Second Lien Mortgage
Loan) the Seller, its successors and assigns as to the first priority lien or
the second priority lien, as applicable, of the Mortgage in the original
principal amount of the Mortgage Loan and, with respect to any Adjustable Rate
Mortgage Loan, against any loss by reason of the invalidity or unenforceability
of the lien resulting from the provisions of the Mortgage providing for
adjustment in the Mortgage Interest Rate and Monthly Payment. Additionally, such
lender's title insurance policy affirmatively insures ingress and egress to and
from the Mortgaged Property, and against encroachments by or upon the Mortgaged
Property or any interest therein. The Seller is the sole insured of such
lender's title insurance policy, and such lender's title insurance policy is in
full force and effect and will be in full force and effect upon the consummation
of the transactions contemplated by this Agreement. No claims have been made
under such lender's title insurance policy which have not been resolved
favorably with respect to the Seller, and no prior holder of the related
Mortgage, including the Seller, has done, by act or omission, anything which
would impair the coverage of such lender's title insurance policy;

            (s) Other than payment delinquencies of one calendar month or less,
there is no default, breach, violation or event of acceleration existing under
the Mortgage or the Mortgage Note and no event which, with the passage of time
or with notice and the expiration of any grace or cure period, would constitute
a default, breach, violation or event of acceleration, and the Seller has not
waived any default, breach, violation or event of acceleration. With respect to
each Mortgage Loan which is indicated by the Seller to be a Second Lien Mortgage
Loan (as reflected on the Mortgage Loan Schedule) (i) the First Lien is in full
force and effect, (ii) other than payment delinquencies of one calendar month or
less, there is no default, breach, violation or event of acceleration existing
under such First Lien mortgage or the related mortgage note, (iii) no event
which, with the passage of time or with notice and the expiration of any grace
or cure period, would constitute a default, breach, violation or event of
acceleration thereunder, and either (A) the First Lien mortgage contains a
provision which allows or (B) applicable law requires, the mortgagee under the
Second Lien Mortgage Loan to receive notice of, and affords such mortgagee an
opportunity to cure any default by payment in full or otherwise under the First
Lien mortgage;

            (t) Except as insured against by the related title insurance policy,
as of the origination of the Mortgage Loan, there are no mechanics' or similar
liens or claims which have been filed for work, labor or material (and no rights
are outstanding that under law could give rise to such lien) affecting the
related Mortgaged Property which are or may be liens prior to, or equal or
coordinate with, the lien of the related Mortgage;

            (u) All improvements which were considered in determining the
Appraised Value of the related Mortgaged Property lay wholly within the
boundaries and building restriction lines of the Mortgaged Property, and no
improvements on adjoining properties encroach upon the Mortgaged Property;

            (v) The Mortgage Loan was originated by the Seller, a broker or
correspondent lender of the Seller licensed in accordance with all applicable
laws, rules and regulations of their applicable state licensing agency or by a
savings and loan association, a savings bank, a commercial bank or similar
banking institution which is supervised and examined by a federal or state
authority, or by a mortgagee approved as such by the Secretary of HUD;

            (w) Except with respect to Interest Only Loans, principal payments
on the Mortgage Loan shall commence (with respect to any newly originated
Mortgage Loans) or commenced no more than sixty-two days after the proceeds of
the Mortgage Loan were disbursed. The Mortgage Loan bears interest at the
Mortgage Interest Rate as set forth in the related Mortgage Note. With respect
to each Mortgage Loan, the Mortgage Note is payable on the first day of each
month in Monthly Payments, which, other than a Balloon Loan (A) in the case of a
Fixed Rate Mortgage Loan, are sufficient to fully amortize the original
principal balance over the original term thereof and to pay interest at the
related Mortgage Interest Rate and (B) in the case of an Adjustable Rate
Mortgage Loan, are changed on each Adjustment Date, and in any case, are
sufficient to fully amortize the original principal balance over the original
term thereof and to pay interest at the related Mortgage Interest Rate. With
respect to a Balloon Loan, the Monthly Payments are based on the amortization
schedule set forth in the related Mortgage Note, with a final monthly payment
substantially greater than the preceding monthly payment and which is sufficient
to amortize the remaining principal balance of the Balloon Loan and to pay
interest at the related Mortgage Interest Rate. The Index for each Adjustable
Rate Mortgage Loan is as defined in the related Mortgage Loan Schedule. With
respect to each Mortgage Loan identified on the Mortgage Loan Schedule as an
interest-only Mortgage Loan, the interest-only period shall not exceed the
period specified on the Mortgage Loan Schedule 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, except if such Mortgage Loan is a Balloon Loan. The Mortgage Loan
Schedule shall set forth all Balloon Loans. The Mortgage Note does not permit
negative amortization. No Mortgage Loan is a Convertible Mortgage Loan;

            (x) The origination and collection practices used by the Seller with
respect to each Mortgage Note and Mortgage have been in all respects legal,
proper, prudent and customary in the mortgage origination and servicing
industry. The Mortgage Loan has been serviced by the Seller in accordance with
the terms of the Mortgage Note. With respect to escrow deposits and Escrow
Payments (other than with respect to each Mortgage Loan which is indicated by
the Seller to be a Second Lien Mortgage Loan and for which the mortgagee under
the First Lien is collecting Escrow Payments (as reflected on the Mortgage Loan
Schedule)), if any, all such payments are in the possession of, or under the
control of, the Seller and there exist no deficiencies in connection therewith
for which customary arrangements for repayment thereof have not been made. No
escrow deposits or Escrow Payments or other charges or payments due the Seller
have been capitalized under any Mortgage or the related Mortgage Note and no
such escrow deposits or Escrow Payments are being held by the Seller for any
work on a Mortgaged Property which has not been completed;

            (y) The Mortgaged Property is free of material damage and waste and
to the best knowledge of the Seller, there is no proceeding pending or to the
best of the Seller's knowledge threatened for the total or partial condemnation
thereof nor is such a proceeding currently occurring;

            (z) The Mortgage and related Mortgage Note contain customary and
enforceable provisions such as to render the rights and remedies of the holder
thereof adequate for the realization against the Mortgaged Property of the
benefits of the security provided thereby, including, (a) in the case of a
Mortgage designated as a deed of trust, by trustee's sale, and (b) otherwise by
judicial foreclosure. There is no homestead or other exemption available to the
Mortgagor which would interfere with the right to sell the Mortgaged Property at
a trustee's sale or the right to foreclose the Mortgage. The Mortgagor has not
notified the Seller and the Seller has no knowledge of any relief requested or
allowed to the Mortgagor under the Servicemembers' Civil Relief Act;

            (aa) The Mortgage Loan was underwritten in accordance with the
Underwriting Guidelines of the Seller in effect at the time the Mortgage Loan
was originated, and the Mortgage Note and Mortgage are on forms acceptable to
prudent lenders in the secondary mortgage market;

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

            (cc) The Mortgage File contains an appraisal of the related
Mortgaged Property which (A) conformed to the standards of prudent lenders in
the secondary mortgage market, (B) was conducted generally in accordance with
the Underwriting Guidelines and included an assessment of the fair market value
of the related Mortgaged Property at the time of such appraisal, and (C) was
made and signed, prior to the approval of the Mortgage Loan application, by a
qualified appraiser who had no interest, direct or indirect in the Mortgaged
Property or in any loan made on the security thereof, whose compensation is not
affected by the approval or disapproval of the Mortgage Loan and who met the
minimum qualifications of prudent lenders in the secondary mortgage market. Each
appraisal of the Mortgage Loan was made in accordance with the relevant
provisions of the FIRREA;

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

            (ee) No Mortgage Loan contains provisions pursuant to which Monthly
Payments are (a) paid or partially paid with funds deposited in any separate
account established by the Seller, the Mortgagor, or anyone on behalf of the
Mortgagor, (b) paid by any source other than the Mortgagor or (c) contains any
other similar provisions which may constitute a "buydown" provision. The
Mortgage Loan is not a graduated payment mortgage loan and the Mortgage Loan
does not have a shared appreciation or other contingent interest feature;

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

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

            (hh) Taking into account the credit standing of the related
Mortgagor and the Underwriting Guidelines, the Seller has no knowledge of any
circumstances or condition with respect to the Mortgaged Property, the
Mortgagor, or the Mortgage that can reasonably be expected to cause the Mortgage
Loan to become delinquent or adversely affect the value of the Mortgage Loan as
compared to other mortgage loans in the Seller's portfolio meeting the
requirements of the Agreement and the related Commitment Letter or to cause any
Mortgage Loan to prepay during any period materially faster or slower than
similar mortgage loans held by the Seller;

            (ii) No Mortgage Loan had an LTV or CLTV at origination in excess of
100%;

            (jj) As of the date of origination, the Mortgaged Property is
lawfully occupied under applicable law; all inspections, licenses and
certificates required to be made or issued with respect to all occupied portions
of the Mortgaged Property and, with respect to the use and occupancy of the
same, including but not limited to certificates of occupancy and fire
underwriting certificates, have been made or obtained from the appropriate
authorities. No improvement located on or being part of any Mortgaged Property
is in violation of any applicable zoning law or regulation;

            (kk) There was no fraud or misrepresentation involved in the
origination of the Mortgage Loan by the Seller, the Mortgagor or any appraiser
involved in the origination of the Mortgage Loan. The documents, instruments and
agreements submitted for loan underwriting were not falsified. The Seller has
reviewed all of the documents constituting the Servicing File and has made such
inquiries as it deems necessary to make and confirm the accuracy of the
representations set forth herein and neither the Seller nor any Affiliate has
made any representations to a Mortgagor that are inconsistent with the mortgage
instruments used;

            (ll) With respect to any Mortgage Loan that is not a MERS Mortgage
Loan, each original Mortgage was recorded and all subsequent assignments of the
original Mortgage (other than the assignment to the Purchaser) have been
recorded, or are in the process of being recorded, in the appropriate
jurisdictions wherein such recordation is necessary to perfect the lien thereof
as against creditors of the Seller. As to any Mortgage Loan which is not a MERS
Mortgage Loan, the Assignment of Mortgage is in recordable form and is
acceptable for recording under the laws of the jurisdiction in which the
Mortgaged Property is located;

            (mm) Any principal advances made to the Mortgagor prior to the
Cut-off Date have been consolidated with the outstanding principal amount
secured by the Mortgage, and the secured principal amount, as consolidated,
bears a single interest rate and single repayment term reflected on the Mortgage
Loan Schedule. The lien of the Mortgage securing the consolidated principal
amount is expressly insured as having (A) First Lien priority with respect to
each Mortgage Loan which is indicated by the Seller to be a First Lien Mortgage
Loan (as reflected on the Mortgage Loan Schedule), or (B) Second Lien priority
with respect to each Mortgage Loan which is indicated by the Seller to be a
Second Lien Mortgage Loan (as reflected on the Mortgage Loan Schedule), in
either case, by a title insurance policy, an endorsement to the policy insuring
the mortgagee's consolidated interest or by other title evidence acceptable to
prudent lenders in the secondary mortgage market. The consolidated principal
amount does not exceed the original principal amount of the Mortgage Loan;

            (nn) If the Residential Dwelling on the Mortgaged Property is a
condominium unit or a unit in a planned unit development (other than a de
minimis planned unit development) such condominium or planned unit development
project meets the eligibility requirements of the Underwriting Guidelines;

            (oo) Each Mortgage Loan originated in the state of Texas pursuant to
Article XVI, Section 50(a)(6) of the Texas Constitution (a "Texas Refinance
Loan") has been originated in compliance with the provisions of Article XVI,
Section 50(a)(6) of the Texas Constitution, Texas Civil Statutes and the Texas
Finance Code. With respect to each Texas Refinance Loan that is a Cash-Out
Refinancing, the related Mortgage Loan Documents state that the Mortgagor may
prepay such Texas Refinance Loan in whole or in part without incurring a
Prepayment Charge. The Seller does not collect any such Prepayment Charges in
connection with any such Texas Refinance Loan;

            (pp) The source of the down payment with respect to each Mortgage
Loan has been verified by the Seller pursuant to the Underwriting Guidelines;

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

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

            (ss) The Seller shall, at its own expense, cause each First Lien
Mortgage Loan to be covered by a "life of loan" Tax Service Contract which is
assignable to the Purchaser or its designee at no cost to the Purchaser or its
designee; provided however, that if the Seller fails to purchase such Tax
Service Contract, the Seller shall be required to reimburse the Purchaser for
all costs and expenses incurred by the Purchaser in connection with the purchase
of any such Tax Service Contract;

            (tt) The Seller has fully furnished, 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;

            (uu) No Mortgage Loan is (a) subject to the provisions of the
Homeownership and Equity Protection Act of 1994 as amended ("HOEPA"), (b) a
"high cost home", "covered" (excluding home loans defined as "covered home
loans" pursuant to clause (1) of the definition of that term in the New Jersey
Home Ownership Security Act), "high risk home", "threshold" or "predatory" loan
under any other applicable state, federal, or local law, including any predatory
or abusive lending laws, or a similarly classified loan using different
terminology under a law imposing heightened regulatory scrutiny or additional
legal liability for residential mortgage loans having high interest rates,
points and/or fees or (c) a High Cost Loan or Covered Home Loan, as applicable
(as such terms are defined in the Standard and Poor's LEVELS(R) Glossary
Revised, Appendix E);

            (vv) No predatory, abusive, or deceptive lending practices,
including but not limited to, the extension of credit to a mortgagor without
regard for the mortgagor's ability to repay the Mortgage Loan and the extension
of credit to a mortgagor which has no apparent benefit to the mortgagor, were
employed in connection with the origination of the Mortgage Loan;

            (ww) The debt-to-income ratio of the related Mortgagor was not
greater than 60% at the origination of the related Mortgage Loan, unless
otherwise set forth in the Commitment Letter;

            (xx) No Mortgagor was required to purchase any credit life,
disability, accident 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 life, disability, unemployment, property, accident
or health insurance policy in connection with the origination of the Mortgage
Loan. No proceeds from any Mortgage Loan were used to finance or 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;

            (yy) The Mortgage Loans were not selected from the Seller's
portfolio at the related Closing Date as to which the representations and
warranties set forth in this Agreement and as to which the bid stipulations in
the Commitment Letter could be made in a manner so as to affect adversely the
interests of the Purchaser;

            (zz) Unless otherwise disclosed to the Purchaser, the Mortgage
contains an enforceable provision for the acceleration of the payment of the
unpaid principal balance of the Mortgage Loan in the event that the Mortgaged
Property is sold or transferred without the prior written consent of the
mortgagee thereunder;

            (aaa) The Mortgage Loan complies with all applicable consumer credit
statutes and regulations, including, without limitation, the respective Uniform
Consumer Credit Code laws in effect in Colorado, Idaho, Indiana, Iowa, Kansas,
Maine, Oklahoma, South Carolina, Utah and Wyoming, has been originated by a
properly licensed entity, and in all other respects, complies with all of the
material requirements of any such applicable laws;

            (bbb) The Prepayment Charge information set forth in the Mortgage
Loan Schedule is complete, true and correct in all material respects and each
Prepayment Charge is permissible, enforceable and collectable under applicable
federal and state law;

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

            (ddd) No Mortgage Loan is secured by commercial property or mixed
use property unless such mixed use property is subject to de minimis commercial
use and such commercial use was not taken into account in valuing the related
Mortgaged Property;

            (eee) As of the Closing Date, each Mortgage Loan is eligible for
sale in the secondary mortgage market or for inclusion in a Securitization
Transaction without unreasonable credit enhancement;

            (fff) With respect to any Mortgage Loan that contains a provision
permitting imposition of a Prepayment Charge: (i) prior to the Mortgage Loan's
origination, the Mortgagor agreed to such Prepayment Charge in exchange for a
monetary benefit, including but not limited to a rate or fee reduction, (ii)
prior to the Mortgage Loan's origination, the Mortgagor was offered the option
of obtaining a mortgage loan that did not require payment of such a premium,
(iii) the Prepayment Charge is disclosed to the Mortgagor in the Mortgage Loan
documents pursuant to applicable state and federal law, (iv) for Mortgage Loans
originated on or after October 1, 2002, the duration of the prepayment penalty
period shall not exceed three (3) years from the date of the Mortgage Note,
unless the Mortgage Loan was modified to reduce the prepayment period to no more
than three years from the date of the Mortgage Note and the Mortgagor was
notified in writing of such reduction in prepayment period, (v) for Mortgage
Loans originated prior to October 1, 2002, the duration of the prepayment
penalty period shall not exceed five (5) years from the date of the Mortgage
Note, and (vi) notwithstanding any state or federal law to the contrary, the
Seller shall not impose such Prepayment Charge in any instance when the Mortgage
debt is accelerated as the result of the Mortgagor's default in making the
Mortgage Loan payments;

            (ggg) The Seller 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 Seller has
established an anti-money laundering compliance program as required by the
Anti-Money Laundering Laws, has conducted the requisite due diligence in
connection with the origination of each Mortgage Loan for purposes of the
Anti-Money Laundering Laws, including with respect to the legitimacy of the
applicable Mortgagor and the origin of the assets used by the said Mortgagor to
purchase the property in question, and maintains, and will maintain, sufficient
information to identify the applicable Mortgagor for purposes of the Anti-Money
Laundering Laws. No Mortgage Loan is subject to nullification pursuant to
Executive Order 13224 (the "Executive Order") or the regulations promulgated by
the Office of Foreign Assets Control of the United States Department of the
Treasury (the "OFAC Regulations") or in violation of the Executive Order or the
OFAC Regulations, and no Mortgagor is subject to the provisions of such
Executive Order or the OFAC Regulations nor listed as a "blocked person" for
purposes of the OFAC Regulations;

            (hhh) With respect to each Mortgage Loan that is secured in whole or
in part by the interest of the Mortgagor as a lessee under a ground lease of the
related Mortgaged Property 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, unmodified and
      not supplemented by any writing or otherwise;

            (iii) The Mortgagor is not in default under any of the terms thereof
      and there are no circumstances which, with the passage of time or the
      giving of notice or both, would constitute an event of default thereunder;

            (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;

            (v) The term of the ground lease exceeds the maturity date of the
      related Mortgage Loan by at least ten years;

            (vi) The ground lease or a memorandum thereof has been recorded and
      by its terms permits the leasehold estate to be mortgaged. The ground
      lease grants any leasehold mortgagee standard protection necessary to
      protect the security of a leasehold mortgagee;

            (vii) The ground lease does not contain any default provisions that
      could give rise to forfeiture or termination of the ground lease except
      for the non-payment of the ground lease rents;

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

            (ix) 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.

            (x) No Mortgage Loan is secured by real property located in the
      state of Georgia unless (x) such Mortgage Loan was originated (or
      modified) prior to October 1, 2002 or after March 6, 2003, or, (y) the
      property securing the Mortgage Loan is not, nor will be, occupied by the
      Mortgagor as the Mortgagor's principal dwelling. No Mortgage Loan is a
      "High Cost Home Loan" as defined in the Georgia Fair Lending Act, as
      amended (the "Georgia Act"). Each Mortgage Loan that is a "Home Loan"
      under the Georgia Act complies with all applicable provisions of the
      Georgia Act.

            (iii) Each Mortgagor was assigned the highest credit grade available
with respect to a Mortgage Loan product offered by the originator of such
Mortgage Loan taking into account the credit history, debt-to-income ratio and
loan requirements for such Mortgagor;

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

            (kkk) All points and fees related to each Mortgage Loan were
disclosed in writing to the related Mortgagor in accordance with applicable
state and federal law and regulation. All points and fees related to each
Mortgage Loan are listed on the Mortgage Loan Schedule and are complete, true
and correct;

            (lll) With respect to each MERS Mortgage Loan, a MIN has been
assigned by MERS and such MIN is accurately provided on the related Mortgage
Loan Schedule. The related assignment of Mortgage to MERS has been duly and
properly recorded;

            (mmm) With respect to each MERS Mortgage Loan, the Seller has not
received any notice of liens or legal actions with respect to such Mortgage Loan
and no such notices have been electronically posted by MERS;

            (nnn) No Mortgage Loan is a "High-Cost" loan as defined under the
New York Banking Law Section 6-1, as amended effective as of April 1, 2003;

            (ooo) No Mortgage Loan is a "High Cost Home Loan" as defined in the
Arkansas Home Loan Protection Act effective July 16, 2003, as amended (Act 1340
or 2003);

            (ppp) No Mortgage Loan is a "High Cost Home Loan" as defined in the
Kentucky high-cost loan statute effective June 24, 2003, as amended (Ky. Rev.
Stat. Section 360.100);

            (qqq) No Mortgage Loan secured by property located in the State of
Nevada is a "home loan" as defined in the Nevada Assembly Bill No. 284, as
amended;

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

            (sss) Each Mortgage Loan constitutes a "qualified mortgage" under
Section 860G(a)(3)(A) of the Code and Treasury Regulation Section
1.860G-2(a)(1);

            (ttt) No Mortgage Loan is a subsection 10 mortgage under the
Oklahoma Home Ownership and Equity protection Act, as amended;

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

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

            (www) No Mortgage Loan that is secured by property located within
the State of Maine meets the definition of a (i) "high-rate, high-fee" mortgage
loan under Article VIII, Title 9-A of the Maine Consumer Credit Code or (ii)
"High-Cost Home Loan" as defined under the Maine House Bill 383 L.D. 494, as
amended effective as of September 13, 2003;

            (xxx) With respect to any Mortgage Loan originated on or after
August 1, 2004, (i) the Mortgage Loan is not subject to mandatory arbitration
and (ii) neither the related Mortgage nor the related Mortgage Note requires the
borrower to submit to arbitration to resolve any dispute arising out of or
relating in any way to the Mortgage Loan transaction;

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

            (zzz) No Mortgage Loan secured by a Mortgage Property located in the
State of Illinois is in violation of the provisions of the Illinois Interest
Act, including Section 4.1a which provides that no such Mortgage Loan with a
Mortgage Interest Rate in excess of 8.0% per annum has lender-imposed fees (or
other charges) in excess of 3.0% of the original principal balance of the
Mortgage Loan;

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

            (bbbb) No Mortgage Loan secured by a Mortgaged Property located in
Summit County, Ohio is in violation of the Summit County Anti-Predatory Lending
Ordinance;

            (cccc) No Mortgage Loan secured by a Mortgaged Property located in
the Commonwealth of Massachusetts for which the application was taken on or
after November 7, 2004, was made to pay off or refinance an existing loan or
other debt of the related borrower (as the term "borrower" is defined in the
regulations promulgated by the Massachusetts Secretary of State in connection
with Massachusetts House Bill 4880 (2004)) unless either (1)(a) for a closed-end
first-lien Mortgage Loan, the related Mortgage Interest Rate (based on the
interest rate that would be effective once any introductory rate expires, with
respect to Adjustable Rate Mortgage Loans for which applications were taken on
or after November 7, 2004, but before January 14, 2005) did or would not exceed
by more than 2.25% (or 2.50% with respect to any Mortgage Loan for which an
application was taken on or after January 14, 2005) the yield on United States
Treasury securities having comparable periods of maturity to the maturity of the
related Mortgage Loan as of the fifteenth day of the month immediately preceding
the month in which the application for the extension of credit was received by
the related lender; (b) for a closed-end subordinate-lien Mortgage Loan, the
related Mortgage Interest Rate (based on the interest rate that would be
effective once any introductory rate expires, with respect to Adjustable Rate
Mortgage Loans for which applications were taken on or after November 7, 2004,
but before January 14, 2005) did or would not exceed by more than 3.25% (or
3.50% with respect to any Mortgage Loan for which an application was taken on or
after January 14, 2005) the yield on United States Treasury securities having
comparable periods of maturity to the maturity of the related Mortgage Loan as
of the fifteenth day of the month immediately preceding the month in which the
application for the extension of credit was received by the related lender; (c)
the Mortgage Loan is an "open-end home loan" (as such term is used in
Massachusetts House Bill 4880 (2004)) and the related Mortgage Note provides
that the related Mortgage Interest Rate may not exceed at any time the prime
rate index as published in The Wall Street Journal plus a margin of one percent;
or (d) the existing loan or other debt was consummated more than 60 months prior
to the Mortgage Loan; or (2) such Mortgage Loan is in the "borrower's interest,"
as documented by a "borrower's interest worksheet" for the particular Mortgage
Loan, which worksheet incorporates the factors set forth in Massachusetts House
Bill 4880 (2004) and the regulations promulgated thereunder for determining
"borrower's interest," and otherwise complies in all material respects with the
laws of the Commonwealth of Massachusetts;

            (dddd) No Mortgage Loan has a balloon payment feature unless
otherwise set forth in the Mortgage Loan Data Tape;

            (eeee) Each Mortgage Loan is covered by a "life of loan" Flood Zone
Service Contract which is assignable to the Purchaser or its designee at no cost
to the Purchaser or its designee or, for each Mortgage Loan not covered by such
Flood Zone Service Contract, the Seller agrees to purchase such Flood Zone
Service Contract;

            (ffff) With respect to each Mortgage Loan which is a Second Lien,
(i) the related first lien does not provide for negative amortization and (ii)
either no consent for the Mortgage Loan is required by the holder of the first
lien or such consent has been obtained and is contained in the Mortgage File;

            (gggg) [Reserved];

            (hhhh) [Reserved];

            (iiii) [Reserved];

            (jjjj) With respect to each Second Lien Mortgage Loan, the related
first lien mortgage contains a provision which provides for giving notice of
default or breach to the mortgagee under such Second Lien Mortgage Loan and
allows such mortgagee to cure any default under the related first lien mortgage;

            (kkkk) With respect to each Second Lien Mortgage Loan, neither the
Seller, nor the Servicer have received a written notice of default of any senior
mortgage loan related to the Mortgaged Property;

            (llll) [Reserved];

            (mmmm) [Reserved];

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

            (oooo) Each Mortgage Loan has a Credit Score of not less than 500.

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

            Within sixty (60) days of the earlier of either discovery by or
notice to the Seller of any breach of a representation or warranty which
materially and adversely affects the value of a Mortgage Loan or the Mortgage
Loans, the Seller shall use its best efforts promptly to cure such breach in all
material respects and, if such breach cannot be cured, the Seller shall, at the
Purchaser's option, repurchase such Mortgage Loan at the Repurchase Price within
five (5) Business Days following the expiration of the related cure period. In
the event that a breach shall involve any representation or warranty set forth
in Subsection 7.01 and such breach cannot be cured within 60 days of the earlier
of either discovery by or notice to the Seller of such breach, all of the
Mortgage Loans shall, at the Purchaser's option, be repurchased by the Seller at
the Repurchase Price. The Seller shall, at the request of the Purchaser and
assuming that the Seller has a Qualified Substitute Mortgage Loan, rather than
repurchase the Mortgage Loan as provided above, remove such Mortgage Loan and
substitute in its place a Qualified Substitute Mortgage Loan or Loans; provided
that such substitution shall be effected not later than 120 days after notice to
the Seller of such breach. If the Seller has no Qualified Substitute Mortgage
Loan, the Seller shall repurchase the deficient Mortgage Loan. Any repurchase of
a Mortgage Loan(s) pursuant to the foregoing provisions of this Subsection 7.03
shall occur on a date designated by the Purchaser and shall be accomplished by
wire transfer of immediately available funds on the repurchase date to an
account designated by the Initial Purchaser. Notwithstanding anything to the
contrary contained herein, it is understood by the parties hereto that a breach
of the representations and warranties made in Subsections 7.02 (tt), (uu), (xx),
(fff), (rrr), (sss) or (xxx) will be deemed to materially and adversely affect
the value of the related Mortgage Loan or the interest of the Purchaser therein.

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

            As to any Deleted Mortgage Loan for which the Seller substitutes a
Qualified Substitute Mortgage Loan or Loans, the Seller shall effect such
substitution by delivering to the Purchaser for such Qualified Substitute
Mortgage Loan or Loans the Mortgage Note, the Mortgage, the Assignment of
Mortgage and such other documents and agreements as are required by the
Custodial Agreement, with the Mortgage Note endorsed as required herein. The
Seller 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 will be
retained by the Seller. For the month of substitution, distributions to the
Purchaser will include the Monthly Payment due on such Deleted Mortgage Loan in
the month of substitution and the Seller shall thereafter be entitled to retain
all amounts subsequently received by the Seller in respect of such Deleted
Mortgage Loan. The Seller shall give written notice to the Purchaser that such
substitution has taken place and shall amend the Mortgage Loan Schedule to
reflect the removal of such Deleted Mortgage Loan from the terms of this
Agreement and the substitution of the Qualified Substitute Mortgage Loan. Upon
such substitution, such Qualified Substitute Mortgage Loan or Loans shall be
subject to the terms of this Agreement in all respects, and the Seller shall be
deemed to have made with respect to such Qualified Substitute Mortgage Loan or
Loans, as of the date of substitution, the covenants, representations and
warranties set forth in Subsections 7.01 and 7.02.

            For any month in which the Seller substitutes one or more Qualified
Substitute Mortgage Loans for one or more Deleted Mortgage Loans, the Seller
will determine the amount (if any) by which the aggregate principal balance of
all such Qualified Substitute Mortgage Loans as of the date of substitution is
less than the aggregate Stated Principal Balance of all such Deleted Mortgage
Loans (after application of scheduled principal payments due in the month of
substitution), and an amount equal to the sum of (x) the product of (i) the
amount of such shortfall and (ii) the purchase price percentage used to
calculate the Purchase Price, as stated in the related Commitment Letter and (y)
accrued interest on the amount of such shortfall to the last day of the month
such substitution occurs, shall be distributed by the Seller to the Purchaser
during the month of substitution. If such substitution occurs during the Interim
Servicing Period, on the date of such substitution, the Seller will deposit from
its own funds into the Custodial Account an amount equal to such amount.

            In addition to such cure, repurchase and substitution obligation,
the Seller shall indemnify the Purchaser and hold it harmless against any
losses, damages, penalties, fines, forfeitures, reasonable and necessary legal
fees and related costs, judgments, and other costs and expenses resulting from
any claim, demand, defense or assertion based on or grounded upon, or resulting
from, a breach of the Seller's representations and warranties contained in this
Section 7 and its interim servicing of the Mortgage Loans. It is understood and
agreed that the obligations of the Seller set forth in this Subsection 7.03 to
cure or repurchase a defective Mortgage Loan and to indemnify the Purchaser as
provided in this Subsection 7.03 constitute the sole remedies of the Purchaser
respecting a breach of the foregoing representations and warranties. The
indemnification obligation of the Seller set forth herein shall survive the
termination of this Agreement notwithstanding any applicable statute of
limitations, which the Seller hereby expressly waives.

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

            7.04 Repurchase of Certain Mortgage Loans. Any Mortgage Loan for
which the mortgagor does not make the first scheduled Monthly Payment due on
such Mortgage Loan or due to the Purchaser following the Cut-off Date by the
forty-fifth (45) day following such due date (a "First Payment Default") will be
repurchased by the Seller at the Repurchase Price, which shall be paid as
provided for in Subsection 7.3; provided, however, with respect to any First
Payment Default, the Purchaser shall provide a written request to the Seller to
repurchase the related Mortgage Loan within ninety (90) days following the
Closing Date.

            For any Mortgage Loan that prepays-in-full prior to three (3) months
following the Closing Date, the Seller shall remit to the Purchaser the greater
of (a) the Premium (as defined below), net of any prepayment fee paid to the
Purchaser with respect to such Mortgage Loan or (b) the amount of any prepayment
penalty fees paid with respect to such Mortgage Loan. With respect to each
prepaid Mortgage Loan, the Premium shall be an amount equal to the product of
(x) the excess of the Purchase Price percentage set forth in the Commitment
Letter over 100%, times (y) the Stated Principal Balance of such Mortgage Loan.
The Purchaser shall provide notice of any obligation with respect to such
prepayments no more than 120 days after the Closing Date.

            7.05 Representations and Warranties of the Initial Purchaser. The
Initial Purchaser represents, warrants and covenants to the Seller as of the
Initial Closing Date and each subsequent Closing Date or as of such date
specifically provided herein:

            (a) The Initial Purchaser is a Delaware corporation. No licenses or
approvals obtained by the Initial Purchaser have been suspended or revoked by
any court, administrative agency, arbitrator or governmental body and no
proceedings are pending which might result in such suspension or revocation;

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

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

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

            (e) The Initial Purchaser 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;

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

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

            (h) The consummation of the transactions contemplated by this
Agreement are in the ordinary course of business of the Initial Purchaser.

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

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

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

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

            (c) the Seller shall have delivered and released to the Custodian
all documents required pursuant to this Agreement;

            (d) all other terms and conditions of this Agreement shall have been
complied with; and

            (e) at least two Business Days prior to the related Closing Date,
the Seller shall deliver to the Purchaser a magnetic diskette, or transmit by
modem, a listing on a loan level basis of the necessary information to compute
the Purchase Price of the Mortgage Loans delivered on such Closing Date
(including accrued interest), and prepare a Mortgage Loan Schedule.

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

            SECTION 9. Closing Documents.

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

            (i) this Agreement, in four counterparts;

            (ii) the Commitment Letter, in four counterparts;

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

            (iv) an Opinion of Counsel to the Seller, in the form of Exhibit 2
      hereto; and

            (v) the Seller's Underwriting Guidelines for the Seller's
      origination programs;

            (vi) a Custodial Account Letter Agreement in the form attached as
      Exhibit 11 hereto; and

            (vii) an Escrow Account Letter Agreement in the form attached as
      Exhibit 10 hereto.

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

            (i) the related Assignment and Conveyance;

            (ii) the related Commitment Letter;

            (iii) the related Mortgage Loan Schedule, one copy to be attached to
      the related Assignment and Conveyance and one copy to be delivered to the
      Custodian;

            (iv) a Custodian's initial certification, indicating that the
      related Mortgage Files have been received by the Custodian;

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

            (vi) if requested by the Initial Purchaser, an Opinion of Counsel to
      the Seller, in the form of Exhibit 2 hereto;

            (vii) if applicable, a Security Release Certification, substantially
      in the form of Exhibit 3 hereto executed by any Person other than the
      Federal Home Loan Bank, as requested by the Initial Purchaser, if any of
      the Mortgage Loans has at any time been subject to any security interest,
      pledge or hypothecation for the benefit of such Person;

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

            (ix) to the extent that the Underwriting Guidelines are modified,
      amended or supplemented at any time following the Initial Closing Date,
      the Seller shall notify the Purchaser of such change and provide the
      Purchaser a copy in both electronic and hard copy of such modification,
      amendment or supplement.

            SECTION 10. Costs. The Purchaser shall pay any commissions due its
salesmen and the legal fees and expenses of its attorneys. All other costs and
expenses incurred in connection with the transfer and delivery of the Mortgage
Loans, including without limitation recording fees, fees for title policy
endorsements and continuations, fees for recording Assignments of Mortgage, the
fees of the Custodian and the Seller's attorney's fees, shall be paid by the
Seller.

            SECTION 11. Seller's Servicing Obligations.

            11.01 Seller to Act as Servicer. The Seller, as independent contract
servicer, shall service and administer the Mortgage Loans in accordance with all
applicable laws, rules and regulations, Customary Servicing Procedures, the
terms of the related Mortgage Note and Mortgage, and this Agreement, during the
Interim Servicing Period and shall have full power and authority, acting alone,
to do or cause to be done any and all things in connection with such servicing
and administration which the Seller may deem necessary or desirable and
consistent with the terms of this Agreement.

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

            Notwithstanding anything in this Agreement to the contrary, in the
event of a Principal Prepayment in full or in part of a Mortgage Loan, the
Seller may not waive any Prepayment Charge or portion thereof required by the
terms of the related Mortgage Note unless (i) the Seller determines that such
waiver would maximize recovery of Liquidation Proceeds for such Mortgage Loan,
taking into account the value of such Prepayment Charge, or (ii) (A) the
enforceability thereof is limited (1) by bankruptcy, insolvency, moratorium,
receivership, or other similar law relating to creditors' rights generally or
(2) due to acceleration in connection with a foreclosure or other involuntary
payment, or (B) the enforceability is otherwise limited or prohibited by
applicable law. If the Seller waives or does not collect all or a portion of a
Prepayment Charge relating to a Principal Prepayment in full due to any action
or omission of the Seller, other than as provided above, the Seller shall
deposit the amount of such Prepayment Charge (or such portion thereof as had
been waived for deposit) into the Custodial Account for distribution in
accordance with the terms of this Agreement.

            In servicing and administering the Mortgage Loans, the Seller 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 mortgage
servicing practices of prudent lending institutions and the Purchaser's reliance
on the Seller.

            The Seller shall keep at its servicing office books and records in
which, subject to such reasonable regulations as it may prescribe, the Seller
shall note transfers of Mortgage Loans. No transfer of a Mortgage Loan may be
made unless such transfer is in compliance with the terms hereof and this
Agreement. For the purposes of this Agreement, the Seller shall be under no
obligation to deal with any Person with respect to this Agreement or the
Mortgage Loans unless the Seller has been notified of such transfers as provided
in this Agreement. The Purchaser may sell and transfer, in whole or in part, the
Mortgage Loans, provided that no such sale and transfer shall be binding upon
Seller unless such transferee shall agree in writing to be bound by the terms of
this Agreement, and an executed copy of the same shall have been delivered to
the Seller. Upon receipt thereof, the Seller shall mark its books and records to
reflect the ownership of the Mortgage Loans by such assignee, and the previous
Purchaser shall be released from its obligations hereunder.

            The Servicing File retained by the Seller pursuant to this Agreement
shall be appropriately marked and identified in the Seller's computer system to
clearly reflect the sale of the related Mortgage Loan to the Purchaser. The
Seller shall release from its custody the contents of any Servicing File
retained by it only in accordance with Section 11 and Exhibit 7 of this
Agreement, except when such release is required in connection with a repurchase
of any such Mortgage Loan pursuant to Section 7 of this Agreement.

            In addition to the Seller's servicing obligations as set forth
herein, the Seller shall not consent to the placement of a lien on the Mortgaged
Property senior to that of the related Mortgage.

            11.02 Collection of Mortgage Loan Payments. Continuously from the
related Closing Date until the expiration of the Interim Servicing Period, the
Seller shall proceed diligently to collect all payments due under each Mortgage
Loan when the same shall become due and payable and shall, to the extent such
procedures shall be consistent with this Agreement, follow such collection
procedures as it follows with respect to mortgage loans comparable to the
Mortgage Loans and held for its own account. Further, the Seller shall ascertain
and estimate annual ground rents, taxes, assessments, water rates, fire and
hazard insurance premiums, and all other charges that, as provided in the
Mortgage, will become due and payable to the end that the installments payable
by the Mortgagors will be sufficient to pay such charges as and when they become
due and payable, to the extent that the related Mortgagor is required to make
Escrow Payments.

            11.03 Realization Upon Defaulted Mortgage Loans. (a) The Seller
shall use its best efforts, consistent with the procedures that the Seller would
use in servicing loans for its own account, to foreclose upon or otherwise
comparably convert the ownership of such Mortgaged Properties as come into and
continue in default and as to which no satisfactory arrangements can be made for
collection of delinquent payments pursuant to Subsection 11.01. The Seller shall
use its best efforts, in good faith, to realize upon defaulted Mortgage Loans in
such a manner as will maximize the receipt of principal and interest by the
Purchaser, taking into account, among other things, the timing of foreclosure
proceedings. The foregoing is subject to the provisions that, in any case in
which Mortgaged Property shall have suffered damage, the Seller shall not be
required to expend its own funds toward the restoration of such property in
excess of $2,000 unless it shall determine in its discretion (i) that such
restoration will increase the proceeds of liquidation of the related Mortgage
Loan to Purchaser after reimbursement to itself for such expenses, and (ii) that
such expenses will be recoverable by the Seller through Insurance Proceeds or
Liquidation Proceeds from the related Mortgaged Property, as contemplated in
Subsection 11.05. In the event that any payment due under any Mortgage Loan is
not paid when the same becomes due and payable, or in the event the Mortgagor
fails to perform any other covenant or obligation under the Mortgage Loan and
such failure continues beyond any applicable grace period, the Seller shall take
such action as it shall deem to be consistent with the servicing procedures
pursuant to Subsection 11.01 and in the best interest of the Purchaser. In the
event that any payment due under any Mortgage Loan remains delinquent for a
period of 90 days or more, the Seller shall commence foreclosure proceedings,
provided that prior to commencing foreclosure proceedings, the Seller shall
notify the Purchaser in writing of the Seller's intention to do so, and the
Seller shall not commence foreclosure proceedings if the Purchaser objects to
such action within ten (10) Business Days of receiving such notice. The Seller
shall notify the Purchaser in writing of the commencement of foreclosure
proceedings. In such connection, the Seller shall be responsible for all costs
and expenses incurred by it in any such proceedings; provided, however, that it
shall be entitled to reimbursement thereof from the related Mortgaged Property,
as contemplated in Subsection 11.05.

            (b) Notwithstanding the foregoing provisions of this Subsection
11.03, with respect to any Mortgage Loan as to which the Seller has received
actual notice of, or has actual knowledge of, the presence of any toxic or
hazardous substance on the related Mortgaged Property the Seller shall not
either (i) obtain title to such Mortgaged Property as a result of or in lieu of
foreclosure or otherwise, or (ii) otherwise acquire possession of, or take any
other action, with respect to, such Mortgaged Property if, as a result of any
such action, the Purchaser would be considered to hold title to, to be a
mortgagee-in-possession of, or to be an owner or operator of such Mortgaged
Property within the meaning of the Comprehensive Environmental Response,
Compensation and Liability Act of 1980, as amended from time to time, or any
comparable law, unless the Seller has also previously determined, based on its
reasonable judgment and a prudent report prepared by a Person who regularly
conducts environmental audits using customary industry standards, that:

            (i) such Mortgaged Property is in compliance with applicable
      environmental laws or, if not, that it would be in the best economic
      interest of the Purchaser to take such actions as are necessary to bring
      the Mortgaged Property into compliance therewith; and

            (ii) there are no circumstances present at such Mortgaged Property
      relating to the use, management or disposal of any hazardous substances,
      hazardous materials, hazardous wastes, or petroleum-based materials for
      which investigation, testing, monitoring, containment, clean-up or
      remediation could be required under any federal, state or local law or
      regulation, or that if any such materials are present for which such
      action could be required, that it would be in the best economic interest
      of the Purchaser to take such actions with respect to the affected
      Mortgaged Property.

            The cost of the environmental audit report contemplated by this
Subsection 11.03 shall be advanced by the Seller, subject to the Seller's right
to be reimbursed therefor from the Custodial Account as provided in Subsection
11.05(v) or as set forth in Subsection 11.27.

            If the Seller determines, as described above, that it is in the best
economic interest of the Purchaser to take such actions as are necessary to
bring any such Mortgaged Property into compliance with applicable environmental
laws, or to take such action with respect to the containment, clean-up or
remediation of hazardous substances, hazardous materials, hazardous wastes, or
petroleum-based materials affecting any such Mortgaged Property, then the Seller
shall take such action as it deems to be in the best economic interest of the
Purchaser. The cost of any such compliance, containment, cleanup or remediation
shall be advanced by the Seller, subject to the Seller's right to be reimbursed
therefor from the Custodial Account as provided in Subsection 11.05(v) or as set
forth in Subsection 11.27.

            (c) Proceeds received in connection with any Final Recovery
Determination, as well as any recovery resulting from a partial collection of
Insurance Proceeds or Liquidation Proceeds in respect of any Mortgage Loan, will
be applied in the following order of priority: first, to reimburse the Seller
for any related unreimbursed Servicing Advances, pursuant to Subsections
11.05(ii) and any related unreimbursed Monthly Advances, pursuant to Subsection
11.05(vi); second, to accrued and unpaid interest on the Mortgage Loan, to the
date of the Final Recovery Determination, or to the Due Date prior to the
Distribution Date on which such amounts are to be distributed if not in
connection with a Final Recovery Determination; and third, as a recovery of
principal of the Mortgage Loan. If the amount of the recovery so allocated to
interest is less than the full amount of accrued and unpaid interest due on such
Mortgage Loan, the amount of such recovery will be allocated by the Seller as
follows: first, to unpaid Servicing Fees; and second, to the balance of the
interest then due and owing. The portion of the recovery so allocated to unpaid
Servicing Fees shall be reimbursed to the Seller pursuant to Subsection
11.05(iii).

            11.04 Establishment of Custodial Accounts; Deposits in Custodial
Accounts. The Seller shall segregate and hold all funds collected and received
pursuant to each Mortgage Loan separate and apart from any of its own funds and
general assets and shall establish and maintain one or more Custodial Accounts,
in the form of time deposit or demand accounts. The creation of any Custodial
Account shall be evidenced by a Custodial Account Letter Agreement in the form
of Exhibit 11.

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

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

            (ii) all payments on account of interest on the Mortgage Loans,
      including all Prepayment Charges, net of the Servicing Fee;

            (iii) all Liquidation Proceeds;

            (iv) all Insurance Proceeds including amounts required to be
      deposited pursuant to Subsections 11.10 and 11.11, other than proceeds to
      be held in the Escrow Account and applied to the restoration or repair of
      the Mortgaged Property or released to the Mortgagor in accordance with the
      Seller's normal servicing procedures, the loan documents or applicable
      law;

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

            (vi) all proceeds of any Mortgage Loan repurchased in accordance
      with Subsections 7.03 and 7.04 and all amounts required to be deposited by
      the Seller in connection with shortfalls in principal amount of Qualified
      Substitute Mortgage Loans pursuant to Subsection 7.03;

            (vii) any amounts required to be deposited by the Seller pursuant to
      Subsection 11.11 in connection with the deductible clause in any blanket
      hazard insurance policy. Such deposit shall be made from the Seller's own
      funds, without reimbursement therefor;

            (viii) any amounts required to be deposited by the Seller in
      connection with any REO Property pursuant to Subsection 11.13;

            (ix) any amounts required to be deposited in the Custodial Account
      pursuant to Subsections 11.19 or 11.20;

            (x) all Monthly Advances; and

            (xi) with respect to each Principal Prepayment in full or in part,
      an amount (to be paid by the Seller out of its own funds without
      reimbursement therefor) which, when added to all amounts allocable to
      interest received in connection with such Principal Prepayment, equals one
      month's interest on the amount of principal so prepaid at the Mortgage
      Interest Rate, provided, however, that in no event shall the aggregate of
      deposits made by the Seller pursuant to this clause (xi) exceed the
      aggregate amount of the Seller's servicing compensation in the calendar
      month in which such deposits are required.

The foregoing requirements for deposit in the Custodial Account shall be
exclusive, it being understood and agreed that, without limiting the generality
of the foregoing, payments in the nature of late payment charges and assumption
fees, to the extent permitted by Subsection 11.21, need not be deposited by the
Seller in the Custodial Account. Such Custodial Account shall be an Eligible
Account. Any interest or earnings on funds deposited in the Custodial Account by
the depository institution shall accrue to the benefit of the Seller and the
Seller shall be entitled to retain and withdraw such interest from the related
Custodial Account pursuant to Subsection 11.05(iii). The Seller shall give
notice to the Purchaser of the location of the Custodial Account when
established and prior to any change thereof.

            If the balance on deposit in the Custodial Account exceeds $75,000
as of the commencement of business on any Business Day and the Custodial Account
constitutes an Eligible Account solely pursuant to clause (ii) of the definition
of Eligible Account, the Seller shall, on or before twelve o'clock noon Eastern
time on such Business Day, withdraw from the related Custodial Account any and
all amounts payable to the Purchaser and remit such amounts to the Purchaser by
wire transfer of immediately available funds.

            11.05 Permitted Withdrawals From the Custodial Account. The Seller
may, from time to time, withdraw from the related Custodial Account for the
following purposes:

            (i) to make distributions to the Purchaser in the amounts and in the
      manner provided for in Subsection 11.14;

            (ii) to reimburse itself for unreimbursed Servicing Advances, the
      Seller's right to reimburse itself pursuant to this subclause (ii) 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 Seller from the Mortgagor or otherwise relating
      to the Mortgage Loan, it being understood that, in the case of such
      reimbursement, the Seller's right thereto shall be prior to the rights of
      the Purchaser, except that, where the Seller is required to repurchase a
      Mortgage Loan, pursuant to Subsection 7.03, the Seller's right to such
      reimbursement shall be subsequent to the payment to the Purchaser of the
      Repurchase Price pursuant to Subsection 7.03 and all other amounts
      required to be paid to the Purchaser with respect to such Mortgage Loans;

            (iii) to pay to itself pursuant to Subsection 11.21 as servicing
      compensation (a) any interest earned on funds in the Custodial Account
      (all such interest to be withdrawn monthly not later than each
      Distribution Date), and (b) the Servicing Fee from that portion of any
      payment or recovery as to interest on a particular Mortgage Loan to the
      extent such Servicing Fee has not been retained by the Seller pursuant to
      Subsection 11.04(ii);

            (iv) to pay to itself with respect to each Mortgage Loan that has
      been repurchased pursuant to Subsection 7.03 all amounts received thereon
      and not distributed as of the date on which the related Repurchase Price
      is determined;

            (v) to pay, or to reimburse the Seller for advances in respect of,
      expenses incurred in connection with any Mortgage Loan pursuant to
      Subsection 11.03(b), but only to the extent of amounts received in respect
      of the Mortgage Loans to which such expense is attributable;

            (vi) to reimburse itself for Monthly Advances, the Seller's right to
      reimburse itself pursuant to this subclause (vi) being limited to amounts
      received on the related Mortgage Loan which represent late collections
      (net of the related Servicing Fees) respecting which any such advance was
      made it being understood that, in the case of such reimbursement, the
      Seller's right thereto shall be prior to the rights of Purchaser, except
      that, where the Seller is required to repurchase a Mortgage Loan, pursuant
      to Subsection 7.03, the Sellers right to such reimbursement shall be
      subsequent to the payment to the Purchaser of the Repurchase Price
      pursuant to Subsection 7.03, and all other amounts required to be paid to
      the Purchaser with respect to such Mortgage Loans;

            (vii) to reimburse the Seller for any Monthly Advance previously
      made which the Seller has determined to be a Nonrecoverable Monthly
      Advance;

            (viii) to clear and terminate the Custodial Account on the
      termination of this Agreement; and

            (ix) to clear the Custodial Account at the expiration of the related
      Interim Servicing Period.

            The Seller shall keep and maintain separate accounting, on a
Mortgage Loan by Mortgage Loan basis, for the purpose of justifying any
withdrawal from the Custodial Account pursuant to such subclauses (ii) - (vii)
above. The Seller shall provide written notification to the Purchaser, on or
prior to the next succeeding Distribution Date, upon making any withdrawals from
the Custodial Account pursuant to subclause (vii) above.

            11.06 Establishment of Escrow Accounts; Deposits in Escrow Accounts.
The Seller shall segregate and hold all funds collected and received pursuant to
each Mortgage Loan which constitute Escrow Payments separate and apart from any
of its own funds and general assets and shall establish and maintain one or more
Escrow Accounts, in the form of time deposit or demand accounts. The creation of
any Escrow Account shall be evidenced by an Escrow Account Letter Agreement in
the form of Exhibit 9.

            The Seller shall deposit in the Escrow Account or Accounts on a
daily basis, and retain therein, (i) all Escrow Payments collected on account of
the Mortgage Loans, for the purpose of effecting timely payment of any such
items as required under the terms of this Agreement, and (ii) all Insurance
Proceeds or Condemnation Proceeds which are to be applied to the restoration or
repair of any Mortgaged Property. The Seller shall make withdrawals therefrom
only to effect such payments as are required under this Agreement, and for such
other purposes as shall be as set forth or in accordance with Subsection 11.08.
The Seller shall be entitled to retain any interest paid on funds deposited in
the related Escrow Account by the depository institution other than interest on
escrowed funds required by law to be paid to the Mortgagor and, to the extent
required by law, the Seller shall pay interest on escrowed funds to the
Mortgagor notwithstanding that the Escrow Account is non-interest bearing or
that interest paid thereon is insufficient for such purposes.

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

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

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

            11.10 Maintenance of Hazard Insurance. The Seller shall cause to be
maintained for each Mortgage Loan fire and hazard insurance with extended
coverage as is customary in the area where the Mortgaged Property is located in
an amount which is at least equal to the lesser of (i) the amount necessary to
fully compensate for any damage or loss to the improvements which are a part of
such property on a replacement cost basis or (ii) the outstanding principal
balance of the Mortgage Loan, in each case in an amount not less than such
amount as is necessary to prevent the Mortgagor and/or the Mortgagee from
becoming a co-insurer. If the Mortgaged Property is in an area identified on a
Flood Hazard Boundary Map or Flood Insurance Rate Map issued by the Flood
Emergency Management Agency as having special flood hazards and such flood
insurance has been made available, the Seller will cause to be maintained a
flood insurance policy meeting the requirements of the current guidelines of the
Federal Insurance Administration with a generally acceptable insurance carrier,
in an amount representing coverage not less than the lesser of (i) the
outstanding principal balance of the Mortgage Loan or (ii) the maximum amount of
insurance which is available under the National Flood Insurance Act of 1968 or
the Flood Disaster Protection Act of 1973, as amended. The Seller also shall
maintain on any REO Property, fire and hazard insurance with extended coverage
in an amount which is at least equal to the lesser of (i) the maximum insurable
value of the improvements which are a part of such property and (ii) the
outstanding principal balance of the related Mortgage Loan at the time it became
an REO Property plus accrued interest at the Mortgage Interest Rate and related
Servicing Advances, liability insurance and, to the extent required and
available under the National Flood Insurance Act of 1968 or the Flood Disaster
Protection Act of 1973, as amended, flood insurance in an amount as provided
above. The Seller shall cause to be maintained on each Mortgaged Property such
other or additional insurance as may be required pursuant to such applicable
laws and regulations as shall at any time be in force and as shall require such
additional insurance, or pursuant to the requirements of any private mortgage
guaranty insurer, or as may be required to conform with accepted mortgage
servicing practices of prudent lending institutions. The Seller shall determine
whether such policies provide sufficient risk coverage and amounts, whether they
insure the property owner, and whether they properly describe the property
address. In the event that the Purchaser or the Seller 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 Seller 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.
The Seller shall furnish to the Mortgagor a formal notice of expiration of any
such insurance in sufficient time for the Mortgagor to arrange for renewal
coverage by the expiration date; provided, however, that in the event that no
such notice is furnished by the Seller, the Seller shall ensure that replacement
insurance policies are in place in the required coverages and the Seller shall
be solely liable for any losses in the event coverage is not provided. Pursuant
to Subsection 11.04, any amounts collected by the Seller under any such policies
other than amounts to be deposited in the Escrow Account and applied to the
restoration or repair of the Mortgaged Property or REO Property, or released to
the Mortgagor in accordance with the Seller's normal servicing procedures, shall
be deposited in the related Custodial Account, subject to withdrawal pursuant to
Subsection 11.05. Any cost incurred by the Seller in maintaining any such
insurance shall not, for the purpose of calculating distributions to the
Purchaser, be added to the unpaid principal balance of the related Mortgage
Loan, notwithstanding that the terms of such Mortgage Loan so permit. It is
understood and agreed that no earthquake or other additional insurance need be
required by the Seller of the Mortgagor or maintained on property acquired in
respect of the Mortgage Loan, other than pursuant to such applicable laws and
regulations as shall at any time be in force and as shall require such
additional insurance. All such policies shall be endorsed with standard
mortgagee clauses with loss payable to the Seller, or upon request to the
Purchaser, and shall provide for at least thirty days prior written notice of
any cancellation, reduction in the amount of, or material change in, coverage to
the Seller. The Seller shall not interfere with the Mortgagor's freedom of
choice in selecting either his insurance carrier or agent, provided, however,
that the Seller shall not accept any such insurance policies from insurance
companies unless such companies currently reflect a General Policy Rating of B
or better in Best's Key Rating Guide and are licensed to do business in the
state wherein the property subject to the policy is located.

            11.11 Maintenance of Blanket Insurance Policy. In the event that the
Seller shall obtain and maintain a blanket policy issued by an issuer that has a
General Policy Rating of B or better in Best's Key Rating Guide insuring against
hazard losses on all Mortgaged Properties securing the Mortgage Loans, then, to
the extent such policy provides coverage in an amount equal to the amount
required pursuant to Subsection 11.10 and otherwise complies with all other
requirements of Subsection 11.10, the Seller shall conclusively be deemed to
have satisfied its obligations as set forth in Subsection 11.10, it being
understood and agreed that such policy may contain a deductible clause, in which
case the Seller shall, in the event that there shall not have been maintained on
the related Mortgaged Property or REO Property a policy complying with
Subsection 11.10, and there shall have been one or more losses which would have
been covered by such policy, deposit in the related Custodial Account the amount
not otherwise payable under the blanket policy because of such deductible
clause. In connection with its activities as servicer of the Mortgage Loans, the
Seller agrees to prepare and present, on behalf of the Purchaser, claims under
any such blanket policy in a timely fashion in accordance with the terms of such
policy. Upon request of the Purchaser, the Seller shall cause to be delivered to
the Purchaser a certified true copy of such policy and a statement from the
insurer thereunder that such policy shall in no event be terminated or
materially modified without thirty days prior written notice to the Purchaser.

            11.12 Fidelity Bond, Errors and Omissions Insurance. The Seller
shall maintain, at its own expense, a blanket fidelity bond and an errors and
omissions insurance policy, with broad coverage with responsible companies that
would meet the requirements of the FDIC on all officers, employees or other
persons acting in any capacity with regard to the Mortgage Loans to handle
funds, money, documents and papers relating to the Mortgage Loans. The fidelity
bond and errors and omissions insurance shall be in the form of the Mortgage
Banker's Blanket Bond and shall protect and insure the Seller against losses,
including forgery, theft, embezzlement, fraud, errors and omissions and
negligent acts of such persons. Such fidelity bond shall also protect and insure
the Seller against losses in connection with the failure to maintain any
insurance policies required pursuant to this Agreement and the release or
satisfaction of a Mortgage Loan without having obtained payment in full of the
indebtedness secured thereby. No provision of this Subsection 11.12 requiring
the fidelity bond and errors and omissions insurance shall diminish or relieve
the Seller from its duties and obligations as set forth in this Agreement. The
minimum coverage under any such bond and insurance policy shall be at least
equal to the corresponding amounts required by the FDIC. The Seller shall
deliver to the Purchaser a certified true copy of the fidelity bond and
insurance policy and a statement from the surety and the insurer that such
fidelity bond or insurance policy shall in no event be terminated or materially
modified without thirty days' prior written notice to the Purchaser.

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

            The Seller shall either itself or through an agent selected by the
Seller, manage, conserve, protect and operate each REO Property (and may
temporarily rent the same) in the same manner that it manages, conserves,
protects and operates other foreclosed property for its own account, and in the
same manner that similar property in the same locality as the REO Property is
managed. If a REMIC election is or is to be made with respect to the arrangement
under which the Mortgage Loans and any REO Property are held, the Seller shall
manage, conserve, protect and operate each REO Property in a manner which does
not cause such REO Property to fail to qualify as "foreclosure property" within
the meaning of Section 860G(a)(8) of the Code or result in the receipt by such
REMIC of any "income from non permitted assets" within the meaning of Section
860F(a)(2)(B) of the Code or any "net income from foreclosure property" within
the meaning of Section 860G(c)(2) of the Code. The Seller shall cause each REO
Property to be inspected promptly upon the acquisition of title thereto and
shall cause each REO Property to be inspected at least annually thereafter. The
Seller shall make or cause to be made a written report of each such inspection.
Such reports shall be retained in the Mortgage File and copies thereof shall be
forwarded by the Seller to the Purchaser. The Seller shall use its best efforts
to dispose of the REO Property as soon as possible and shall sell such REO
Property in any event within one year after title has been taken to such REO
Property, unless the Seller determines, and gives appropriate notice to the
Purchaser, that a longer period is necessary for the orderly liquidation of such
REO Property. If a period longer than one year is necessary to sell any REO
property, (i) the Seller shall report monthly to the Purchaser as to the
progress being made in selling such REO Property and (ii) if, with the written
consent of the Purchaser, a purchase money mortgage is taken in connection with
such sale, such purchase money mortgage shall name the Seller as mortgagee, and
a separate servicing agreement between the Seller and the Purchaser shall be
entered into with respect to such purchase money mortgage. Notwithstanding the
foregoing, if a REMIC election is made with respect to the arrangement under
which the Mortgage Loans and the REO Property are held, such REO Property shall
be disposed of within three years or such other period as may be permitted under
Section 860G(a)(8) of the Code.

            With respect to each REO Property, the Seller shall segregate and
hold all funds collected and received in connection with the operation of the
REO Property separate and apart from its own funds or general assets and shall
establish and maintain a separate REO Account for each REO Property in the form
of a non interest bearing demand account, unless an Opinion of Counsel is
obtained by the Seller to the effect that the classification as a grantor trust
or REMIC for federal income tax purposes of the arrangement under which the
Mortgage Loans and the REO Property is held will not be adversely affected by
holding such funds in another manner. Each REO Account shall be established with
the Seller or, with the prior consent of the Purchaser, with a commercial bank,
a mutual savings bank or a savings association. The creation of any REO Account
shall be evidenced by a letter agreement substantially in the form of the
Custodial Account Letter Agreement attached as Exhibit 11 hereto. An original of
such letter agreement shall be furnished to any Purchaser upon request.

            The Seller shall deposit or cause to be deposited, on a daily basis
in each REO Account all revenues received with respect to the related REO
Property and shall withdraw therefrom funds necessary for the proper operation,
management and maintenance of the REO Property, including the cost of
maintaining any hazard insurance pursuant to Subsection 11.10 hereof and the
fees of any managing agent acting on behalf of the Seller. The Seller shall not
be entitled to retain interest paid or other earnings, if any, on funds
deposited in such REO Account. On or before each Determination Date, the Seller
shall withdraw from each REO Account and deposit into the Custodial Account the
net income from the REO Property on deposit in the REO Account.

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

            Each REO Disposition shall be carried out by the Seller at such
price and upon such terms and conditions as the Seller deems to be in the best
interest of the Purchaser only with the prior written consent of the Purchaser.
If as of the date title to any REO Property was acquired by the Seller there
were outstanding unreimbursed Servicing Advances with respect to the REO
Property, the Seller, upon an REO Disposition of such REO Property, shall be
entitled to reimbursement for any related unreimbursed Servicing Advances from
proceeds received in connection with such REO Disposition. The proceeds from the
REO Disposition, net of any payment to the Seller as provided above, shall be
deposited in the REO Account and shall be transferred to the Custodial Account
on the Determination Date in the month following receipt thereof for
distribution on the succeeding Distribution Date in accordance with Subsection
11.14.

            11.14 Distributions. On each Distribution Date, the Seller shall
distribute to the Purchaser (A) (i) all amounts credited to the related
Custodial Account as of the close of business on the preceding Determination
Date, net of charges against or withdrawals from the related Custodial Account
pursuant to Subsection 11.05, plus (ii) all Monthly Advances, if any, which the
Seller is obligated to distribute pursuant to Subsection 11.30; minus (B) (x)
any amounts attributable to Principal Prepayments received after the last day of
the Calendar month immediately preceding the related Distribution Date and (y)
any amounts attributable to Monthly Payments collected but due on a Due Date or
Dates subsequent to the preceding Determination Date; provided, that the Seller
has complied with Subsection 11.27, on the last Distribution Date with respect
to any Interim Servicing Period, the Seller shall be entitled to reimburse
itself for any unpaid Monthly Advances or Servicing Advances for such Interim
Servicing Period from the funds in the Custodial Account, prior to the final
distribution with respect to such Interim Servicing Period.

            All distributions made to the Purchaser on each Distribution Date
will be made to the Purchaser of record on the preceding Record Date, and shall
be based on the Mortgage Loans owned and held by the Purchaser, and shall be
made by wire transfer of immediately available funds to the account of the
Purchaser at a bank or other entity having appropriate facilities therefor, if
the Purchaser shall have so notified the Seller or by check mailed to the
address of the Purchaser.

            With respect to any remittance received by the Purchaser on or after
the first Business Day following the Business Day on which such payment was due,
the Seller shall pay to the Purchaser interest on any such late payment at an
annual rate equal to the rate of interest as is publicly announced from time to
time at its principal office by JPMorgan Chase Bank, National Association, as
its prime lending rate, adjusted as of the date of each change, plus three
percentage points, but in no event greater than the maximum amount permitted by
applicable law. Such interest shall be paid by the Seller to the Purchaser on
the date such late payment is made and shall cover the period commencing with
the day following such first Business Day and ending with the Business Day on
which such payment is made, both inclusive. Such interest shall be remitted
along with such late payment. The payment by the Seller of any such interest
shall not be deemed an extension of time for payment or a waiver by the
Purchaser of any Event of Default by the Seller.

            11.15 Remittance Reports. No later than the tenth (10th) Business
Day of each month, the Seller shall furnish to the Purchaser or its designee an
electronic copy of the monthly data in the form of report attached hereto as
Exhibit 12. On the Business Day following each Determination Date, the Seller
shall deliver to the Purchaser or its designee an electronic copy of the
determination data with respect to the related Distribution Date, together with
such other information with respect to the Mortgage Loans as the Purchaser may
reasonably require to allocate distributions made pursuant to this Agreement and
provide appropriate statements with respect to such distributions.

            11.16 Statements to the Purchaser. Not later than fifteen days after
each Distribution Date, the Seller shall forward to the Purchaser or its
designee a statement prepared by the Seller setting forth the status of the
Custodial Account as of the close of business on such Distribution Date and
showing, for the period covered by such statement, the aggregate amount of
deposits into and withdrawals from the Custodial Account of each category of
deposit specified in Subsection 11.04 and each category of withdrawal specified
in Subsection 11.05.

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

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

            11.17 Real Estate Owned Reports. Together with the statement
furnished pursuant to Subsection 11.13, with respect to any REO Property, the
Seller shall furnish to the Purchaser a statement covering the Seller's efforts
in connection with the sale of such REO Property and any rental of such REO
Property incidental to the sale thereof for the previous month, together with
the operating statement. Such statement shall be accompanied by such other
information as the Purchaser shall reasonably request.

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

            11.19 Assumption Agreements. The Seller shall, to the extent it has
knowledge of any conveyance or prospective conveyance by any Mortgagor of the
Mortgaged Property (whether by absolute conveyance or by contract of sale, and
whether or not the Mortgagor remains or is to remain liable under the Mortgage
Note and/or the Mortgage), exercise its rights to accelerate the maturity of
such Mortgage Loan under any "due-on-sale" clause applicable thereto; provided,
however, that the Seller shall not exercise any such rights if prohibited by law
from doing so. If the Seller reasonably believes it is unable under applicable
law to enforce such "due-on-sale" clause, the Seller shall enter into an
assumption agreement with the person to whom the Mortgaged Property has been
conveyed or is proposed to be conveyed, pursuant to which such person becomes
liable under the Mortgage Note and, to the extent permitted by applicable state
law, the Mortgagor remains liable thereon. Where an assumption is allowed
pursuant to this Subsection 11.19, the Seller is authorized to enter into a
substitution of liability agreement with the person to whom the Mortgaged
Property has been conveyed or is proposed to be conveyed pursuant to which the
original Mortgagor is released from liability and such Person is substituted as
Mortgagor and becomes liable under the related Mortgage Note. Any such
substitution of liability agreement shall be in lieu of an assumption agreement.

            In connection with any such assumption or substitution of liability,
the Seller shall follow the underwriting practices and procedures of prudent
mortgage lenders in the state in which the related Mortgaged Property is
located. With respect to an assumption or substitution of liability, the
Mortgage Interest Rate, the amount of the Monthly Payment, and the final
maturity date of such Mortgage Note may not be changed. The Seller shall notify
the Purchaser that any such substitution of liability or assumption agreement
has been completed by forwarding to the Purchaser the original of any such
substitution of liability or assumption agreement, which document shall be added
to the related Mortgage File and shall, for all purposes, be considered a part
of such Mortgage File to the same extent as all other documents and instruments
constituting a part thereof. Any fee collected by the Seller for entering into
an assumption or substitution of liability agreement in excess of 1% of the
outstanding principal balance of the Mortgage Loan shall be deposited in the
Custodial Account pursuant to Subsection 11.04.

            Notwithstanding the foregoing paragraphs of this Subsection or any
other provision of this Agreement, the Seller shall not be deemed to be in
default, breach or any other violation of its obligations hereunder by reason of
any assumption of a Mortgage Loan by operation of law or any assumption which
the Seller may be restricted by law from preventing, for any reason whatsoever.
For purposes of this Subsection 11.19, the term "assumption" is deemed to also
include a sale of the Mortgaged Property subject to the Mortgage that is not
accompanied by an assumption or substitution of liability agreement.

            11.20 Satisfaction of Mortgages and Release of Mortgage Files. Upon
the payment in full of any Mortgage Loan, or the receipt by the Seller of a
notification that payment in full will be escrowed in a manner customary for
such purposes, the Seller will immediately notify the Purchaser by a
certification of a servicing officer of the Seller (a "Servicing Officer"),
which certification shall include a statement to the effect that all amounts
received or to be received in connection with such payment which are required to
be deposited in the Custodial Account pursuant to Subsection 11.04 have been or
will be so deposited, and shall request execution of any document necessary to
satisfy the Mortgage Loan and delivery to it of the portion of the Mortgage File
held by the Purchaser or the Purchaser's designee. Upon receipt of such
certification and request, the Purchaser, shall promptly release the related
mortgage documents to the Seller and the Seller shall prepare and process any
satisfaction or release. No expense incurred in connection with any instrument
of satisfaction or deed of reconveyance shall be chargeable to the Custodial
Account or the Purchaser.

            In the event the Seller satisfies or releases a Mortgage without
having obtained payment in full of the indebtedness secured by the Mortgage or
should it otherwise prejudice any right the Purchaser may have under the
mortgage instruments, the Seller, upon written demand, shall remit to the
Purchaser the then outstanding principal balance of the related Mortgage Loan by
deposit thereof in the Custodial Account. The Seller shall maintain the fidelity
bond insuring the Seller against any loss they may sustain with respect to any
Mortgage Loan not satisfied in accordance with the procedures set forth herein.

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

            11.21 Servicing Compensation. As compensation for its services
hereunder, the Seller shall be entitled to withdraw from the Custodial Account
or to retain from interest payments on the Mortgage Loans the amounts provided
for as the Seller's Servicing Fee. Additional servicing compensation in the form
of assumption fees, as provided in Subsection 11.19, and late payment charges or
otherwise shall be retained by the Seller to the extent not required to be
deposited in the Custodial Account. The Seller shall be required to pay all
expenses incurred by it in connection with its servicing activities hereunder
and shall not be entitled to reimbursement therefor except as specifically
provided for herein.

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

            11.23 [Reserved].

            11.24 [Reserved].

            11.25 Access to Certain Documentation. The Seller shall provide to
the Office of Thrift Supervision, the FDIC and any other federal or state
banking or insurance regulatory authority that may exercise authority over the
Purchaser access to the documentation regarding the Mortgage Loans serviced by
the Seller required by applicable laws and regulations. Such access shall be
afforded without charge, but only upon reasonable request and during normal
business hours at the offices of the Seller. In addition, access to the
documentation will be provided to the Purchaser and any Person identified to the
Seller by the Purchaser without charge, upon reasonable request during normal
business hours at the offices of the Seller.

            11.26 Reports and Returns to be Filed by the Seller. The Seller
shall file information reports with respect to the receipt of mortgage interest
received in a trade or business, reports of foreclosures and abandonments of any
Mortgaged Property and information returns relating to cancellation of
indebtedness income with respect to any Mortgaged Property as required by
Sections 6050H, 6050J and 6050P of the Code. Such reports shall be in form and
substance sufficient to meet the reporting requirements imposed by such Sections
6050H, 6050J and 6050P of the Code.

            11.27 Servicing Transfer. On the Transfer Date specified in the
related Commitment Letter, the Purchaser, or its designee, shall assume all
servicing responsibilities related to the Mortgage Loans and the Seller shall
cease all servicing responsibilities related to the Mortgage Loans. During the
period between the related Cut-off Date and the related Transfer Date, the
Seller, as independent contract servicer, shall service the related Mortgage
Loans for the benefit of the Purchaser in accordance with the terms of this
Agreement. As further specified in the Transfer Requirements, during the period
between the related Closing Date and the related Transfer Date, the Seller
shall, at its cost and expense, take such steps as may be necessary or
appropriate to effectuate and evidence the transfer of the servicing of the
related Mortgage Loans to the Purchaser or its designee. On any Transfer Date,
the Seller shall be entitled to reimburse itself for any unpaid Monthly Advances
or Servicing Advances outstanding with respect to the Mortgage Loans to be
transferred on such Transfer Date, from the funds in the Custodial Account
pursuant to Subsection 11.14; provided however, fifteen (15) Business Days prior
to a Transfer Date, the Seller shall provide to the Purchaser and its designee a
trial balance with respect to the outstanding Servicing Advances (i.e.,
corporate and escrow advances).

            11.28 Superior Liens. With respect to each Second Lien Mortgage
Loan, the Seller shall, for the protection of the Purchaser's interest, file (or
cause to be filed) of record a request for notice of any action by a superior
lienholder where permitted by local law and whenever applicable state law does
not require that a junior lienholder be named as a party defendant in
foreclosure proceedings in order to foreclose such junior lienholder's equity of
redemption. The Seller shall also notify any superior lienholder in writing of
the existence of the Mortgage Loan and request notification of any action (as
described below) to be taken against the Mortgagor or the Mortgaged Property by
the superior lienholder.

            If the Seller is notified that any superior lienholder has
accelerated or intends to accelerate the obligations secured by the superior
lien, or has declared or intends to declare a default under the superior
mortgage or the promissory note secured thereby, or has filed or intends to file
an election to have the Mortgaged Property sold or foreclosed, the Seller shall
take whatever actions that are consistent with the servicing procedures in
Subsection 11.01 hereof and are necessary to protect the interests of the
Purchaser, and/or to preserve the security of the related Mortgage Loan, subject
to any requirements applicable to real estate mortgage investment conduits
pursuant to the Code. The Seller shall make a Servicing Advance of the funds
necessary to cure the default or reinstate the superior lien if the Seller
determines that such Servicing Advance is in the best interests of the
Purchaser. The Seller shall not make such a Servicing Advance except to the
extent that it determines in its reasonable good faith judgment that such
advance (plus any out-of-pocket interest carry expense on such advance) will be
fully recoverable from Liquidation Proceeds on the related Mortgage Loan. The
Seller shall thereafter take such action as is necessary to recover the amount
so advanced.

            If the Mortgage relating to a Mortgage Loan had a lien senior to the
Mortgage Loan on the related Mortgaged Property as of the related Cut-off Date,
then the Seller, in its capacity as interim servicer, may consent to the
refinancing of the prior senior lien, provided that the following requirements
are met:

            (a) the resulting Combined Loan-to-Value Ratio of such Mortgage Loan
is no higher than the Combined Loan-to-Value Ratio prior to such refinancing;
and

            (b) the interest rate, or, in the case of an adjustable rate
existing senior lien, the maximum interest rate, for the loan evidencing the
refinanced senior lien is no more than 2.0% higher than the interest rate or the
maximum interest rate, as the case may be, on the loan evidencing the existing
senior lien immediately prior to the date of such refinancing; and

            (c) the loan evidencing the refinanced senior lien is not subject to
negative amortization.

            11.29 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 Seller shall not take any action, cause the REMIC to take
any action or fail to take (or fail to cause to be taken) any action that, under
the REMIC Provisions, if taken or not taken, as the case may be, could (i)
endanger the status of the REMIC as a REMIC or (ii) result in the imposition of
a tax upon the REMIC (including but not limited to the tax on "prohibited
transactions" as defined in Section 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
Seller 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.

            11.30 Monthly Advances by the Seller. (a) If required by the Seller
pursuant to the terms set forth in the Commitment Letter, not later than the
close of business on the Business Day preceding each Distribution Date, the
Seller shall deposit in the Custodial Account an amount equal to all payments
not previously advanced by the Seller, whether or not deferred pursuant to
Subsection 11.01, of principal (due after the Cut-off Date) and interest not
allocable to the period prior to the Cut-off Date, at the Net Mortgage Rate,
which were due on a Mortgage Loan and delinquent at the close of business on the
related Determination Date.

            (b) The obligation of the Seller to make such Monthly Advances is
mandatory, notwithstanding any other provision of this Agreement, and, with
respect to any Mortgage Loan or REO Property, shall continue until a Final
Recovery Determination in connection therewith; provided that, notwithstanding
anything herein to the contrary, no Monthly Advance shall be required to be made
hereunder by the Seller if such Monthly Advance would, if made, constitute a
Nonrecoverable Monthly Advance. The determination by the Seller that it has made
a Nonrecoverable Monthly Advance or that any proposed Monthly Advance, if made,
would constitute a Nonrecoverable Monthly Advance, shall be evidenced by an
Officers' Certificate delivered to the Purchaser.

            11.31 Master Servicer. For purposes of this Agreement, including but
not limited to Subsection 11.23, any master servicer shall be considered a third
party beneficiary to this Agreement entitled to all the rights and benefits
accruing to any master servicer herein as if it were a direct party to this
Agreement.

            Upon direction of the Purchaser to such effect, all amounts required
to be remitted with respect to any of the Mortgage Loans shall be remitted
directly to a master servicer in accordance with wire transfer instructions
forwarded to Seller by the Purchaser and all reports required to be delivered by
the Seller (including, particularly, all monthly investor reporting data
specified in this Agreement for each Distribution Date) with respect to any of
the Mortgage Loans shall be delivered to a master servicer.

            11.32 Credit Reporting. The Seller shall 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 TransUnion Credit Information
Company (three of the credit repositories), on a monthly basis. The Seller shall
transmit full-file credit reporting data for each Mortgage Loan, and for each
Mortgage Loan, Seller agrees it shall report one of the following statuses each
month as follows: new origination, current, delinquent (30-, 60-, 90-days,
etc.), foreclosed, or charged-off.

            11.33 [Reserved].

            SECTION 12. Removal of Mortgage Loans from Inclusion under This
Agreement Upon a Whole Loan Transfer or a Securitization Transaction on One or
More Reconstitution Dates.

            12.01 Whole Loan Transfers and Securitization Transactions. (a) The
Seller and the Purchaser agree that with respect to some or all of the Mortgage
Loans, the Purchaser may effect either:

            (i) one or more Whole Loan Transfers; and/or

            (ii) one or more Securitization Transactions;

provided, however, that with respect to any Mortgage Loan Package, the Initial
Purchaser agrees that it shall not effect more than three (3) Whole Loan
Transfers or Securitization Transactions (or such other amount as is set forth
in the related Commitment Letter).

            (b) With respect to each Whole Loan Transfer or Securitization
Transaction, as the case may be, entered into by the Purchaser, the Seller
agrees:

            (i) to cooperate fully with the Purchaser and any prospective
      purchaser with respect to all reasonable requests with respect to due
      diligence procedures and with respect to the preparation (including, but
      not limited to, the endorsement, delivery, assignment, and execution) of
      the Mortgage Loan Documents and other related documents, and with respect
      to servicing requirements reasonably requested by the rating agencies and
      credit enhancers;

            (ii) to execute a Reconstitution Agreement, provided that each of
      the Seller and the Purchaser is given an opportunity to review and
      reasonably negotiate in good faith the content of such documents not
      specifically referenced or provided for herein;

            (iii) with respect to any Whole Loan Transfer or Securitization
      Transaction, the Seller shall make (i) the representations and warranties
      regarding the Seller and, if such Whole Loan Transfer or Securitization
      Transaction occurs within 12 months of the Closing Date or such later
      period as specified in the related Commitment Letter, the Mortgage Loans
      as of the date of the Whole Loan Transfer or Securitization Transaction,
      or otherwise, as of the one year anniversary of the Closing Date modified
      to the extent necessary to accurately reflect the pool statistics and
      characteristics of the Mortgage Loans as of the date of such Whole Loan
      Transfer or Securitization Transaction and any events or circumstances
      existing subsequent to the related Closing Date(s); provided, however,
      that the Seller shall make such representations and warranties as of a
      date which shall be no later than the Transfer Date (ii) such other
      reasonable and mutually agreeable representations, warranties and
      covenants which in form and substance conform to the representations,
      warranties and covenants in this Agreement and to secondary market
      standards for securities backed by mortgage loans similar to the Mortgage
      Loans, (iii) such reasonable and mutually agreeable covenants with regard
      to servicing responsibilities, investor reporting, segregation and deposit
      of principal and interest payments, custody of the Mortgage Loans and (iv)
      such other representations and warranties and covenants as may be required
      by one or more nationally recognized rating agencies for "AAA" rated
      mortgage pass-through transactions to the extent that such representations
      and warranties are true and correct;

            (iv) with respect to any Whole Loan Transfer or Securitization
      Transaction that includes Fannie Mae or Freddie Mac in any manner, the
      Seller shall make the following additional representations and warranties
      with respect to each Mortgage Loan as of the date of such Whole Loan
      Transfer or Securitization Transaction for which such representations and
      warranties are true and correct:

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

                  (B) Each Mortgage Loan is in compliance with the antipredatory
            lending eligibility for purchase requirements of Fannie Mae's
            Selling Guide;

                  (C) Except in the case of a Mortgage Loan in an original
            principal amount of less than $60,000 which would have resulted in
            an unprofitable origination, no related Mortgagor was charged
            "points and fees" (whether or not financed) in an amount greater
            than 5% of the principal amount of such loan, such 5% limitation is
            calculated in accordance with Fannie Mae's anti-predatory lending
            requirements as set forth in the Fannie Mae Selling Guide; and

                  (D) No Mortgagor on any Mortgage Loan originated on or after
            July 1, 2004, agreed to submit to arbitration to resolve any dispute
            arising out of or relating in any way to the Mortgage Loan
            transaction.

            (v) to deliver to the Purchaser for inclusion in any prospectus or
      other offering material such publicly available information regarding the
      Seller, its financial condition and its mortgage loan delinquency,
      foreclosure and loss experience and any additional information reasonably
      necessary by the Purchaser to meet its disclosure requirements under the
      Securities Act of 1933, as amended, and to deliver to the Purchaser any
      similar unaudited financial information, in which case the Purchaser shall
      bear the cost of having such information audited by certified public
      accountants if the Purchaser desires such an audit, or as is otherwise
      reasonably requested by the Purchaser and which the Seller is capable of
      providing without unreasonable effort or expense, and to indemnify the
      Purchaser and its affiliates for material misstatements or omissions
      contained (i) in such information and (ii) on the Mortgage Loan Schedule;

            (vi) to deliver to the Purchaser and to any Person designated by the
      Purchaser, at the Purchaser's expense, such statements and audit letters
      of reputable, certified public accountants pertaining to information
      provided by the Seller pursuant to clause b(v) above as shall be
      reasonably requested by the Purchaser;

            (vii) to deliver to the Purchaser, and to any Person designated by
      the Purchaser, such in-house Opinions of Counsel as are customarily
      delivered by originators or servicers, as the case may be, and reasonably
      determined by the Purchaser to be necessary in connection with Whole Loan
      Transfers or Securitization Transactions, as the case may be, such
      in-house Opinions of Counsel for a Securitization Transaction to be in the
      form reasonably acceptable to the Purchaser, it being understood that the
      cost of any opinions of outside special counsel that may be required for a
      Whole Loan Transfer or Securitization Transaction, as the case may be,
      shall be the responsibility of the Purchaser; and

            (viii) to transfer the servicing rights to the Purchaser or its
      designee as described in Section 15 upon the direction of the Purchaser.

            (c) Servicer Compliance Statement. In connection with each Whole
Loan Transfer or Securitization Transaction, as the case may be, entered into by
the Purchaser, the Seller shall deliver to the Purchaser and any Depositor a
statement of compliance addressed to the Purchaser and such Depositor and signed
by an authorized officer of the Seller, to the effect that (i) a review of the
Seller's activities during the period in which it serviced the Mortgage Loans
and of its performance under this Agreement during such period has been made
under such officer's supervision, and (ii) to the best of such officers'
knowledge, based on such review, the Seller has fulfilled all of its obligations
under this Agreement in all material respects throughout such period 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.

            All Mortgage Loans not sold or transferred pursuant to a Whole Loan
Transfer or Securitization Transaction shall be subject to this Agreement and
shall continue to be serviced for the remainder of the Interim Servicing Period
in accordance with the terms of this Agreement and with respect thereto this
Agreement shall remain in full force and effect.

            12.02 Regulation AB. (a) The Purchaser and the Seller acknowledge
and agree that the purpose of Subsections 12.02 through 12.05, of this Agreement
is to facilitate compliance by the Purchaser and the Seller with the provisions
of Regulation AB and related rules and regulations of the Commission. Although
Regulation AB is applicable by its terms only to offerings of asset-backed
securities that are registered under the Securities Act, the Seller acknowledges
that investors in privately offered securities may require that the Purchaser or
any Depositor provide comparable disclosure in unregistered offerings.
References in this Agreement to compliance with Regulation AB include provision
of comparable disclosure in private offerings. Neither the Purchaser nor the
Seller shall exercise its right to request delivery of information or other
performance under these provisions other than in good faith, or for purposes
other than compliance with the Securities Act, the Exchange Act and the rules
and regulations of the Commission thereunder (or the provision in a private
offering of disclosure comparable to that required under the Securities Act).
Each of the Purchaser and the Seller acknowledges that interpretations of the
requirements of Regulation AB may change over time, whether due to interpretive
guidance provided by the Commission or its staff, consensus among participants
in the asset-backed securities markets, advice of counsel, or otherwise, and
agrees to comply with requests made by the Purchaser or by Depositor in good
faith for delivery of information under these provisions on the basis of
evolving interpretations of Regulation AB. In connection with any Securitization
Transaction, the Seller and Servicer shall cooperate fully with the Purchaser to
deliver to the Purchaser and any Depositor, any and all statements, reports,
certifications, records and any information not otherwise provided for hereunder
necessary in the good faith determination of the Purchaser or any Depositor to
permit such party to comply with the provisions of Regulation AB.

            (b) If so requested by the Purchaser pursuant to the terms of this
Subsection 12.02, the Seller shall provide such information or disclosure
regarding (i) the Seller, as originator or servicer of the Mortgage Loans, (ii)
any Subservicer, (iii) each Third-Party Originator, or (iv) the servicing of the
Mortgage Loans as reasonably believed by the Purchaser or any Depositor to be
necessary in order to effect compliance with the provisions of Reg. AB.

            12.03 Additional Representations and Warranties of the Seller. (a)
The Seller shall be deemed to represent to the Purchaser and to any Depositor,
as of the date on which information is first provided to the Purchaser or any
Depositor under Subsection 12.04 that, except as disclosed in writing to the
Purchaser or such Depositor prior to such date: (i) the Seller is not aware and
has not received notice that any default, early amortization or other
performance triggering event has occurred as to any other securitization due to
any act or failure to act of the Seller; (ii) the Seller has not been terminated
as servicer in a residential mortgage loan securitization, either due to a
servicing default or to application of a servicing performance test or trigger;
(iii) no material noncompliance with the applicable servicing criteria with
respect to other securitizations of residential mortgage loans involving the
Seller as servicer has been disclosed or reported by the Seller; (iv) no
material changes to the Seller's policies or procedures with respect to the
servicing function it will perform under this Agreement and any Reconstitution
Agreement for mortgage loans of a type similar to the Mortgage Loans have
occurred during the three-year period immediately preceding the related
Securitization Transaction; (v) there are no aspects of the Seller's financial
condition that could have a material adverse effect on the performance by the
Seller of its servicing obligations under this Agreement or any Reconstitution
Agreement; (vi) there are no material legal or governmental proceedings pending
(or known to be contemplated) against the Seller, any Subservicer or any
Third-Party Originator; and (vii) there are no affiliations, relationships or
transactions relating to the Seller, any Subservicer or any Third-Party
Originator with respect to any Securitization Transaction and any party thereto
identified by the related Depositor of a type described in Item 1119 of
Regulation AB five (5) Business Days prior to the delivery of such information.

            (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 Subsection 12.04, the Seller shall, within five Business
Days following such request, confirm in writing the accuracy of the
representations and warranties set forth in paragraph (a) of this Subsection 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.

            12.04 Information to Be Provided by the Seller. In connection with
any Securitization Transaction the Seller shall (i) within five Business Days
following request by the Purchaser or any Depositor, provide to the Purchaser
and such Depositor (or, as applicable, cause each Third-Party Originator and
each Subservicer to provide), in writing and in form and substance reasonably
satisfactory to the Purchaser and such Depositor, the information and materials
specified in paragraphs (a), (b), (c) and (f) of this Subsection, and (ii) as
promptly as practicable following notice to or discovery by the Seller, provide
to the Purchaser and any Depositor (in writing and in form and substance
reasonably satisfactory to the Purchaser and such Depositor) the information
specified in paragraph (d) of this Subsection.

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

            (i) the originator's form of organization;

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

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

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

                  (1) the sponsor;

                  (2) the depositor;

                  (3) the issuing entity;

                  (4) any servicer;

                  (5) any trustee;

                  (6) any originator;

                  (7) any significant obligor;

                  (8) any enhancement or support provider; and

                  (9) any other material transaction party.

            (b) If so requested by the Purchaser or any Depositor, the Seller
shall provide (or, as applicable, cause each Third-Party Originator to provide)
Static Pool Information with respect to the mortgage loans (of a similar type as
the Mortgage Loans, as reasonably identified by the Purchaser as provided below)
originated by (i) the Seller, if the Seller is an originator of Mortgage Loans
(including as an acquirer of Mortgage Loans from a Qualified Correspondent),
and/or (ii) each Third-Party Originator. Such Static Pool Information shall be
prepared by the Seller (or Third-Party Originator) on the basis of its
reasonable, good faith interpretation of the requirements of Item 1105(a)(1)-(3)
of Regulation AB. To the extent that there is reasonably available to the Seller
(or Third-Party Originator) Static Pool Information with respect to more than
one mortgage loan type, the Purchaser or any Depositor shall be entitled to
specify whether some or all of such information shall be provided pursuant to
this paragraph. The content of such Static Pool Information may be in the form
customarily provided by the Seller, and need not be customized for the Purchaser
or any Depositor. Such Static Pool Information for each vintage origination year
or prior securitized pool, as applicable, shall be presented pursuant to
Regulation AB and the interpretations of the Commission, including 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. If so requested by the Seller, Purchaser shall
cooperate with the Seller and the master servicer for such Mortgage Loans for
the purpose of having the master servicer provide the Seller with static pool
information with respect to the pool of Mortgage Loans purchased by the
Purchaser hereunder and included in a publicly offered Securitization
Transaction effected by the Purchaser on a timely basis. Such Static Pool
Information shall be requested by the Seller on the basis of the Seller's
reasonable, good faith interpretation of the requirements of Item 1105(a)(1)-(3)
of Regulation AB, including that the Seller is a sponsor (within the meaning of
Regulation AB) for such Securitization Transaction. The content of such Static
Pool Information may be in the form customarily provided by the master servicer
for the Mortgage Loans, and need not be customized for the Seller.

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

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

            (c) [Reserved].

            (d) If so requested by the Purchaser or any Depositor for the
purpose of satisfying its reporting obligation under the Exchange Act with
respect to any class of asset-backed securities, the Seller shall (or shall
cause each Subservicer and Third-Party Originator to) notify the Purchaser and
any Depositor in writing of any material litigation or governmental proceedings
pending against the Seller, any Subservicer or any Third-Party Originator.

            12.05 Indemnification; Remedies. (a) The Seller shall indemnify the
Purchaser, each affiliate of the Purchaser, and each of the following parties
participating in a Securitization Transaction: each sponsor and issuing entity;
each Person responsible for the preparation, execution or filing of any report
required to be filed with the Commission with respect to such Securitization
Transaction, or for execution of a certification pursuant to Rule 13a-14(d) or
Rule 15d-14(d) under the Exchange Act with respect to such Securitization
Transaction; each broker dealer acting as underwriter, placement agent or
initial purchaser, each Person who controls any of such parties or the Depositor
(within the meaning of Section 15 of the Securities Act and Section 20 of the
Exchange Act); and the respective present and former directors, officers,
employees and agents of each of the foregoing and of the Depositor, and shall
hold each of them harmless from and against any losses, damages, penalties,
fines, forfeitures, legal fees and expenses and related costs, judgments, and
any other costs, fees and expenses that any of them may sustain arising out of
or based upon:

            (i) (A) any untrue statement of a material fact contained or alleged
      to be contained in any information, report, certification, accountants'
      letter or other material provided in written or electronic form under this
      Section 12 by or on behalf of the Seller, or provided under this Section
      12 by or on behalf of any Subservicer, Subcontractor or Third-Party
      Originator (collectively, the "Seller Information"), or (B) the omission
      or alleged omission to state in the Seller Information a material fact
      required to be stated in the Seller Information or necessary in order to
      make the statements therein, in the light of the circumstances under which
      they were made, not misleading; provided, by way of clarification, that
      clause (B) of this paragraph shall be construed solely by reference to the
      Seller Information and not to any other information communicated in
      connection with a sale or purchase of securities, without regard to
      whether the Seller Information or any portion thereof is presented
      together with or separately from such other information;

            (ii) any failure by the Seller to deliver any information, report,
      certification, accountants' letter or other material when and as required
      under this Section 12; or

            (iii) any breach by the Seller of a representation or warranty set
      forth in Subsection 12.03(a) or in a writing furnished pursuant to
      Subsection 12.03(b) and made as of a date prior to the closing date of the
      related Securitization Transaction, to the extent that such breach is not
      cured by such closing date, or any breach by the Seller of a
      representation or warranty in a writing furnished pursuant to Subsection
      12.03(b) to the extent made as of a date subsequent to such closing date.

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

            (b) (i) Any failure by the Seller to deliver any information,
report, certification, accountants' letter or other material when and as
required under this Section 12 or any breach by the Seller of a representation
or warranty set forth in Subsection 12.03(a) or in a writing furnished pursuant
to Subsection 12.03(b) and made as of a date prior to the closing date of the
related Securitization Transaction, to the extent that such breach is not cured
by such closing date, or any breach by the Seller of a representation or
warranty in a writing furnished pursuant to Subsection 12.03(b) to the extent
made as of a date subsequent to such closing date, shall, except as provided in
clause (ii) of this paragraph, immediately and automatically, without notice or
grace period, constitute an Event of Default with respect to the Seller under
this Agreement, and shall entitle the Purchaser or Depositor, as applicable, in
its sole discretion to terminate the rights and obligations of the Seller as
servicer under this Agreement without payment (notwithstanding anything in this
Agreement to the contrary) of any compensation to the Seller; provided that to
the extent that any provision of this Agreement expressly provides for the
survival of certain rights or obligations following termination of the Seller as
servicer, such provision shall be given effect.

            (ii) [Reserved].

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

            SECTION 13. The Seller.

            13.01 Additional Indemnification by the Seller and Purchaser. In
addition to the indemnification provided in Subsection 7.03, the Seller shall
indemnify the Purchaser and hold the Purchaser harmless against any and all
claims, losses, damages, penalties, fines, forfeitures, reasonable and necessary
legal fees and related costs, judgments, and any other costs, fees and expenses
that the Purchaser may sustain in any way related to the failure of the Seller
to perform its obligations under this Agreement including but not limited to its
obligation to service and administer the Mortgage Loans in strict compliance
with the terms of this Agreement or any Reconstitution Agreement entered into
pursuant to Section 12. The Purchaser shall indemnify the Seller and hold the
Seller harmless against any and all claims, losses, damages, penalties, fines,
forfeitures, reasonable and necessary legal fees and related costs, judgments
and any other costs, fees and expenses that the Seller may sustain in any way
related to the failure of the successor servicer to properly service the
Mortgage Loans after the related Transfer Date. The Seller immediately shall
notify the Purchaser if a claim is made by a third party with respect to this
Agreement or any Reconstitution 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 Purchaser promptly shall
reimburse the Seller for all amounts advanced by it pursuant to the preceding
sentence, except when the claim is in any way related to the Seller's
indemnification pursuant to Subsection 7.3, or is in any way related to the
failure of the Seller, or the Seller to service and administer the Mortgage
Loans in strict compliance with the terms of this Agreement or any
Reconstitution Agreement.

            13.02 Merger or Consolidation of the Seller. The Seller shall keep
in full force and effect its existence, rights and franchises as a corporation
under the laws of the state of its incorporation except as permitted herein, and
shall obtain and preserve its qualification to do business as a foreign entity
in each jurisdiction in which such qualification is or shall be necessary to
protect the validity and enforceability of this Agreement or any of the Mortgage
Loans, and to enable the Seller to perform its duties under this Agreement.

            Any Person into which the Seller may be merged or consolidated, or
any corporation resulting from any merger, conversion or consolidation to which
the Seller shall be a party, or any Person succeeding to the business of the
Seller, shall be the successor of the Seller hereunder, without the execution or
filing of any paper or any further act on the part of any of the parties hereto,
anything herein to the contrary notwithstanding; provided, however, that the
successor or surviving Person shall be an institution whose deposits are insured
by the FDIC or a company whose business is the origination and servicing of
mortgage loans and shall satisfy any requirements of Section 16 with respect to
the qualifications of a successor to the Seller.

            13.03 Limitation on Liability of the Seller and Others. Neither the
Seller nor any of the officers, employees or agents of the Seller shall be under
any liability to the Purchaser for any action taken or for refraining from the
taking of any action in good faith in connection with the servicing of the
Mortgage Loans pursuant to this Agreement, or for errors in judgment; provided,
however, that this provision shall not protect the Seller 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 liability which would otherwise be imposed by reason
of any breach of the terms and conditions of this Agreement. The Seller and any
officer, employee or agent of the Seller 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 Seller shall not be under any obligation to
appear in, prosecute or defend any legal action which is not incidental to its
obligation to sell or duty to service the Mortgage Loans in accordance with this
Agreement and which in its opinion may result in its incurring any expenses or
liability; provided, however, that the Seller may, with the consent of the
Purchaser, undertake any such action which they may deem necessary or desirable
in respect to this Agreement and the rights and duties of the parties hereto. In
such event, the legal expenses and costs of such action and any liability
resulting therefrom shall be expenses, costs and liabilities for which the
Purchaser shall be liable, and the Seller shall be entitled to reimbursement
therefor from the Purchaser upon written demand except when such expenses, costs
and liabilities are subject to the Seller's indemnification under Subsections
7.03 or 13.01.

            13.04 Seller Not to Resign. The Seller shall not assign this
Agreement or resign from the obligations and duties hereby imposed on it except
by mutual consent of the Seller and the Purchaser or upon the determination that
its servicing duties hereunder are no longer permissible under applicable law
and such incapacity cannot be cured by the Seller in which event the Seller may
resign as servicer. Any such determination permitting the resignation of the
Seller as servicer 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 and which shall be provided at the cost of
the Seller. No such resignation shall become effective until a successor shall
have assumed the Seller's responsibilities and obligations hereunder in the
manner provided in Section 16.

            13.05 No Transfer of Servicing. The Seller acknowledges that the
Purchaser has acted in reliance upon the Seller's independent status, the
adequacy of its servicing facilities, plan, personnel, records and procedures,
its integrity, reputation and financial standing and the continuance thereof.
Without in any way limiting the generality of this Subsection, the Seller shall
not either assign this Agreement or the servicing hereunder, or delegate its
rights or duties hereunder or any portion thereof, or sell or otherwise dispose
of all or substantially all of its property or assets, other than in accordance
with the terms of this Agreement, without the prior written approval of the
Purchaser, which consent will not be unreasonably withheld.

            SECTION 14. Default.

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

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

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

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

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

            (e) the Seller shall admit in writing its inability to pay its debts
generally as they become due, file a petition to take advantage of any
applicable insolvency or reorganization statute, make an assignment for the
benefit of its creditors, or voluntarily suspend payment of its obligations; or

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

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

then, and in each and every such case, so long as an Event of Default shall not
have been remedied, the Purchaser, by notice in writing to the Seller, may, in
addition to whatever rights the Purchaser may have at law or in equity to
damages, including injunctive relief and specific performance, terminate all the
rights and obligations of the Seller as servicer under this Agreement. On or
after the receipt by the Seller of such written notice, all authority and power
of the Seller to service the Mortgage Loans under this Agreement shall on the
date set forth in such notice pass to and be vested in the successor appointed
pursuant to Section 16.

            If any of the Mortgage Loans are MERS Mortgage Loans, in connection
with the termination or resignation (as described in Subsection 13.04) of the
Seller hereunder, either (i) the successor Seller shall represent and warrant
that it is a member of MERS in good standing and shall agree to comply in all
material respects with the rules and procedures of MERS in connection with the
servicing of the Mortgage Loans that are registered with MERS, or (ii) the
Seller shall cooperate with the successor company either (x) in causing MERS to
execute and deliver an assignment of Mortgage in recordable form to transfer the
Mortgage from MERS to the Purchaser and to execute and deliver such other
notices, documents and other instruments as may be necessary or desirable to
effect a transfer of such Mortgage Loan or servicing of such Mortgage Loan on
the MERS System to the successor company or (y) in causing MERS to designate on
the MERS System the successor company as the servicer of such Mortgage Loan.

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

            SECTION 15. Termination. The respective obligations and
responsibilities of the Seller, as servicer, shall terminate at the expiration
of the Interim Servicing Period unless terminated on an earlier date at the
option of the Purchaser or pursuant to Section 14. Upon written request from the
Purchaser in connection with any such termination, the Seller shall prepare,
execute and deliver any and all documents and other instruments, place in the
Purchaser's possession all Mortgage Files, and do or accomplish all other acts
or things necessary or appropriate to effect the purposes of such notice of
termination, whether to complete the transfer and endorsement or assignment of
the Mortgage Loans and related documents, or otherwise, at the Seller's sole
expense. The Seller agrees to cooperate with the Purchaser and such successor in
effecting the termination of the Seller's responsibilities and rights hereunder
as servicer, including, without limitation, the transfer to such successor for
administration by it of all cash amounts which shall at the time be credited by
the Seller to the related Custodial Account or Escrow Account or thereafter
received with respect to the Mortgage Loans. The indemnification obligation of
the Seller set forth herein shall survive the termination of this Agreement
notwithstanding any applicable statute of limitations, which the Seller hereby
expressly waives.

            SECTION 16. Successor to the Seller. In the event that the Seller's
duties, responsibilities and liabilities as servicer under this Agreement should
be terminated, the Seller shall discharge such duties and responsibilities
during the period from the date it acquires knowledge of such termination until
the effective date thereof with the same degree of diligence and prudence which
it is obligated to exercise under this Agreement, and shall take no action
whatsoever that might impair or prejudice the rights or financial condition of
the Purchaser or such successor. The termination of the Seller as servicer shall
not become effective until a successor shall be appointed and shall in no event
relieve the Seller of the representations and warranties made pursuant to
Subsections 7.01 and 7.02 and the remedies available to the Purchaser under
Subsection 7.03 or 7.04, it being understood and agreed that the provisions of
such Subsections 7.01, 7.02, 7.03 and 7.04 shall be applicable to the Seller
notwithstanding any such resignation or termination of the Seller, or the
termination of this Agreement.

            Any successor servicer appointed shall not assume, and the Seller
shall indemnify such successor for, any and all liabilities arising out of the
Seller's acts as servicer. Any termination of the Seller as servicer pursuant to
Section 12, 14 or 15 shall not affect any claims that the Purchaser may have
against the Seller arising prior to any such termination or resignation or
remedies with respect to such claims.

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

            SECTION 17. Protection of Confidential Information. Each of the
parties hereto agrees to keep confidential and will not, without the other
party's written consent, divulge to any party the Purchase Price of the Mortgage
Loans, except to the extent that it is appropriate to do so in working with
legal counsel, auditors, taxing authorities, warehouse facilities or other
governmental agencies. Seller and Purchaser each agree and acknowledge that as
to all nonpublic personal information received or obtained by it with respect to
any Mortgagor: (a) such information is and shall be held in accordance with all
applicable law, including but not limited to the privacy provisions of the
Gramm-Leach- Bliley Act of 1999; (b) such information is in connection with a
proposed or actual secondary market sale related to a transaction of the
Mortgagor for the purposes of 16 C.F.R., Section 313.14(a)(3); and (c) Seller
and Purchaser are hereby prohibited from disclosing or using any such
information internally other than to carry out the express provision of this
Agreement or as otherwise permitted under applicable law.

            SECTION 18. Financial Statements. The Seller understands that in
connection with the Initial Purchaser's marketing of the Mortgage Loans, the
Initial Purchaser shall make available to prospective purchasers the Seller's
financial statements for the most recently completed three fiscal years
respecting which such statements are available. The Seller also shall make
available any comparable interim statements to the extent any such statements
have been prepared by the Seller (and are available upon request to members or
stockholders of the Seller or the public at large). The Seller, if it has not
already done so, agrees to furnish promptly to the Initial Purchaser copies of
the statements specified above. The Seller also shall make available information
on its servicing performance with respect to mortgage loans serviced for others,
including delinquency ratios to the extent such information becomes publicly
available.

            The Seller also agrees to allow access to knowledgeable financial,
accounting, origination and servicing officers of the Seller for the purpose of
answering questions asked by any prospective purchaser regarding recent
developments affecting the Seller, its loan origination or servicing practices
or the financial statements of the Seller.

            SECTION 19. Mandatory Delivery; Grant of Security Interest. The sale
and delivery of each Mortgage Loan on or before the related Closing Date is
mandatory from and after the date of the execution of the related Commitment
Letter, it being specifically understood and agreed that each Mortgage Loan is
unique and identifiable and that an award of money damages would be insufficient
to compensate the Initial Purchaser for the losses and damages incurred by the
Initial Purchaser (including damages to prospective purchasers of the Mortgage
Loans) in the event of the Seller's failure to deliver each of the related
Mortgage Loans or one or more Qualified Substitute Mortgage Loans or one or more
Mortgage Loans otherwise acceptable to the Initial Purchaser on or before the
related Closing Date. The Seller hereby grants to the Initial Purchaser a lien
on and a continuing security interest in each Mortgage Loan and each document
and instrument evidencing each such Mortgage Loan to secure the performance by
the Seller of its obligation hereunder, and the Seller agrees that it holds such
Mortgage Loans in custody for the Initial Purchaser subject to the Initial
Purchaser's (i) right to reject any Mortgage Loan under the terms of this
Agreement and the related Commitment Letter, and (ii) obligation to pay the
related Purchase Price for the Mortgage Loans. All rights and remedies of the
Purchaser under this Agreement are distinct from, and cumulative with, any other
rights or remedies under this Agreement or afforded by law or equity and all
such rights and remedies may be exercised concurrently, independently or
successively.

            SECTION 20. Notices. Any and all statements, demands, notices and
other communications hereunder may be given by a party to the other by mail,
facsimile, telegraph, messenger or otherwise to the addresses specified below,
or sent to such party at any other place specified in a change of address
hereafter received by the other. All communications shall reference the
applicable Closing Date and may be made orally, if confirmed promptly in writing
or by other communication as specified above.

            (a) if to the Purchaser:

                  SG Mortgage Finance Corp.
                  1221 Avenue of the Americas
                  New York, NY 10020

                  Attn:  Carole Mortensen

                  Fax:  212-278-7320

            (b) if to the Seller:

                  Fremont Investment & Loan
                  2727 East Imperial Highway
                  Brea, California  92821
                  Attn:  David Wells, Senior Vice President - Capital Markets

            SECTION 21. Severability Clause. Any part, provision, representation
or warranty of this Agreement which is prohibited or which is held to be void or
unenforceable shall be ineffective to the extent of such prohibition or
unenforceability without invalidating the remaining provisions hereof. Any part,
provision, representation or warranty of this Agreement which is prohibited or
unenforceable or is held to be void or unenforceable in any jurisdiction shall
be ineffective, as to such jurisdiction, to the extent of such prohibition or
unenforceability without invalidating the remaining provisions hereof, and any
such prohibition or unenforceability in any jurisdiction as to any Mortgage Loan
shall not invalidate or render unenforceable such provision in any other
jurisdiction. To the extent permitted by applicable law, the parties hereto
waive any provision of law which prohibits or renders void or unenforceable any
provision hereof. If the invalidity of any part, provision, representation or
warranty of this Agreement shall deprive any party of the economic benefit
intended to be conferred by this Agreement, the parties shall negotiate, in
good-faith, to develop a structure the economic effect of which is nearly as
possible the same as the economic effect of this Agreement without regard to
such invalidity.

            SECTION 22. Counterpart, Electronic and Facsimile Signatures. This
Agreement may be executed simultaneously or in any number of counterparts. Each
counterpart shall be deemed to be an original, and all of which together shall
constitute one and the same instrument. The parties agree that this Agreement
and any notices hereunder may be transmitted between them by email and/or by
facsimile. The parties intend that faxed signatures and electronically imaged
signatures such as .pdf files shall constitute original signatures and are
binding on all parties. The original documents shall be promptly delivered, if
requested.

            SECTION 23. Governing Law. THIS AGREEMENT SHALL BE GOVERNED BY, AND
CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK, WITHOUT
REFERENCE TO ITS CONFLICT OF LAW PROVISIONS OTHER THAN SECTIONS 5-1401 AND
5-1402 OF THE GENERAL OBLIGATIONS LAW. EACH OF THE PARTIES TO THIS AGREEMENT
HEREBY IRREVOCABLY AND UNCONDITIONALLY: (A) SUBMITS FOR ITSELF AND ITS PROPERTY
IN ANY LEGAL ACTION OR PROCEEDING RELATING TO THIS AGREEMENT, OR FOR RECOGNITION
AND ENFORCEMENT OF ANY JUDGMENT IN RESPECT THEREOF, TO THE NON-EXCLUSIVE GENERAL
JURISDICTION OF THE FEDERAL COURTS OF THE UNITED STATES OF AMERICA FOR THE
SOUTHERN DISTRICT OF NEW YORK, AND APPELLATE COURTS FROM ANY THEREOF, OR THE
COURTS OF THE STATE OF NEW YORK, WITHIN THE COUNTY OF NEW YORK, IN THE EVENT THE
FEDERAL COURT LACKS OR DECLINES JURISDICTION; (B) CONSENTS THAT ANY SUCH ACTION
OR PROCEEDING MAY BE BROUGHT IN SUCH COURTS AND, TO THE EXTENT PERMITTED BY LAW,
WAIVES ANY OBJECTION THAT IT MAY NOW OR HEREAFTER HAVE TO THE VENUE OF ANY SUCH
ACTION OR PROCEEDING IN ANY SUCH COURT OR THAT SUCH ACTION OR PROCEEDING WAS
BROUGHT IN AN INCONVENIENT COURT AND AGREES NOT TO PLEAD OR CLAIM THE SAME; (C)
AGREES THAT SERVICE OF PROCESS IN ANY SUCH ACTION OR PROCEEDING MAY BE EFFECTED
BY MAILING A COPY THEREOF BY REGISTERED OR CERTIFIED MAIL (OR ANY SUBSTANTIALLY
SIMILAR FORM OF MAIL), POSTAGE PREPAID, TO ITS ADDRESS SET FORTH UNDER ITS
SIGNATURE BELOW OR AT SUCH OTHER ADDRESS OF WHICH THE OTHER PARTY SHALL HAVE
BEEN NOTIFIED; AND (D) AGREES THAT NOTHING HEREIN SHALL AFFECT THE RIGHT TO
EFFECT SERVICE OF PROCESS IN ANY OTHER MANNER PERMITTED BY LAW OR SHALL LIMIT
THE RIGHT TO SUE IN ANY OTHER JURISDICTION.

            SECTION 24. Intention of the Parties. It is the intention of the
parties that the Initial Purchaser is purchasing, and the Seller is selling, the
Mortgage Loans and not a debt instrument of the Seller or another security.
Accordingly, the parties hereto each intend to treat the transaction for Federal
income tax purposes as a sale by the Seller, and a purchase by the Purchaser, of
the Mortgage Loans. The Initial Purchaser shall have the right to review the
Mortgage Loans and the related Mortgage Loan Files to determine the
characteristics of the Mortgage Loans which shall affect the Federal income tax
consequences of owning the Mortgage Loans and the Seller shall cooperate with
all reasonable requests made by the Initial Purchaser in the course of such
review.

            SECTION 25. Successors and Assigns. This Agreement shall bind and
inure to the benefit of and be enforceable by the Seller and the Purchaser and
the respective successors and assigns of the Seller and the Purchaser. The
Purchaser may assign this Agreement to any Person to whom any Mortgage Loan is
transferred whether pursuant to a sale or financing and to any Person to whom
the servicing or master servicing of any Mortgage Loan is sold or transferred.
Upon any such assignment, the Person to whom such assignment is made shall
succeed to all rights and obligations of the Purchaser under this Agreement to
the extent of the related Mortgage Loan or Mortgage Loans and this Agreement, to
the extent of the related Mortgage Loan or Loans, shall be deemed to be a
separate and distinct Agreement between the Seller and such Purchaser, and a
separate and distinct Agreement between the Seller and each other Purchaser to
the extent of the other related Mortgage Loan or Loans. In the event that this
Agreement is assigned to any Person to whom the servicing or master servicing of
any Mortgage Loan is sold or transferred, the rights and benefits under this
agreement which inure to the Purchaser shall inure to the benefit of both the
Person to whom such Mortgage Loan is transferred and the Person to whom the
servicing or master servicing of the Mortgage Loan has been transferred;
provided that, the right to require a Mortgage Loan to be repurchased by the
Seller pursuant to Subsection 7.03 or 7.04 shall be retained solely by the
Purchaser. This Agreement shall not be assigned, pledged or hypothecated by the
Seller to a third party without the consent of the Purchaser.

            SECTION 26. Waivers. No term or provision of this Agreement may be
waived or modified unless such waiver or modification is in writing and signed
by the party against whom such waiver or modification is sought to be enforced.

            SECTION 27. Exhibits. The exhibits to this Agreement are hereby
incorporated and made a part hereof and are an integral part of this Agreement.

            SECTION 28. General Interpretive Principles. For purposes of this
Agreement, except as otherwise expressly provided or unless the context
otherwise requires:

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

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

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

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

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

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

            SECTION 29. Nonsolicitation. The Seller agrees that it will not take
any action or permit or cause any action to be taken by any of its agents or
affiliates, or by any independent contractors on the Seller's behalf, to
personally, by telephone or mail, solicit the borrower or obligor under any
Mortgage Loan to refinance a Mortgage Loan, in whole or in part, without the
prior written consent of the Purchaser. It is understood and agreed that all
rights and benefits relating to the solicitation of any mortgagors to refinance
any Mortgage Loans and the attendant rights, title and interest in and to the
list of such mortgagors and data relating to their mortgages (including
insurance renewal dates) shall be transferred to the Purchaser pursuant to the
Agreement on the Closing Date and the Seller shall take no action to undermine
these rights and benefits. Notwithstanding the foregoing, it is understood and
agreed that promotions undertaken by the Seller or any affiliate of the Seller
which are directed to the general public at large, including, without
limitation, mass mailing based on commercially acquired mailing lists,
newspaper, radio and television advertisements shall not constitute solicitation
under this Section 29; provided, further, the Seller shall not be prohibited
from refinancing the Mortgage Loan of any Mortgagor who, without solicitation,
contacts the Seller to request the refinancing of the related Mortgage Loan.

            SECTION 30. Reproduction of Documents. This Agreement and all
documents relating thereto, including, without limitation, (a) consents, waivers
and modifications which may hereafter be executed, (b) documents received by any
party at the closing, and (c) financial statements, certificates and other
information previously or hereafter furnished, maybe reproduced by any
photographic, photostatic, microfilm, micro-card, miniature photographic or
other similar process. The parties agree that any such reproduction shall be
admissible in evidence as the original itself in any judicial or administrative
proceeding, whether or not the original is in existence and whether or not such
reproduction was made by a party in the regular course of business, and that any
enlargement, facsimile or further reproduction of such reproduction shall
likewise be admissible in evidence.

            SECTION 31. Further Agreements. The Seller and the Purchaser each
agree to execute and deliver to the other such reasonable and appropriate
additional documents, instruments or agreements as may be necessary or
appropriate to effectuate the purposes of this Agreement.


<PAGE>


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

                                       FREMONT INVESTMENT & LOAN
                                          (Seller)
                                       By:
                                          --------------------------------------
                                          Name:
                                          Title:

                                       SG MORTGAGE FINANCE CORP.
                                          (Initial Purchaser)

                                       By:
                                          --------------------------------------
                                          Name:
                                          Title:


<PAGE>


                                  EXHIBIT 1

                         SELLER'S OFFICER'S CERTIFICATE

      I, ______________, hereby certify that I am the duly elected
______________ of Fremont Investment & Loan, a _______________ (the "Seller"),
and further certify, on behalf of the Seller as follows:

            (a) Attached hereto as Attachment I are a true and correct copy of
      the Certificate of Incorporation and by-laws of the Seller as are in full
      force and effect on the date hereof.

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

            (c) Each person who, as an officer or attorney-in-fact of the
      Seller, signed (a) the Master Mortgage Loan Purchase and Interim Servicing
      Agreement (the "Purchase Agreement"), dated as of __________, 2005 by and
      between the Seller and___________________________. (the "Purchaser"); (b)
      the Commitment Letter, dated _________ ___, 2005 between the Seller and
      the Purchaser (the "Commitment Letter"); and (c) any other document
      delivered prior hereto or on the date hereof in connection with the sale
      and servicing of the Mortgage Loans in accordance with the Purchase
      Agreement and the Commitment Letter 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.

            (d) Attached hereto as Attachment II is a true and correct copy of
      the resolutions duly adopted by the board of directors of the Seller on
      __________________ (the "Resolutions") with respect to the authorization
      and approval of the sale and servicing of the Mortgage Loans; said
      Resolutions have not been amended, modified, annulled or revoked and are
      in full force and effect on the date hereof.

            (e) Attached hereto as Attachment III is a Certificate of Good
      Standing of the Seller dated ______________________________, 200_. No
      event has occurred since _____________________ 200_ which has affected the
      good standing of the Seller under the laws of the State of
      _______________.

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

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

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

<PAGE>

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


Dated:
      ------------------------------
      [Seal]

                                       FREMONT INVESTMENT & LOAN
                                          (Seller)

                                       By:
                                          ----------------------------------
                                          Name:
                                          Title:  (Vice President or higher)


            I, ___________________________, Secretary of the Seller, hereby
certify that ____________________________ is the duly elected, qualified and
acting _______________ of the Seller and that the signature appearing above is
his genuine signature.

            IN WITNESS WHEREOF, I have hereunto signed my name.


Dated:
      ------------------------------
      [Seal]

                                       FREMONT INVESTMENT & LOAN
                                          (Seller)

                                       By:
                                          ----------------------------------
                                          Name:
                                          Title:  [Assistant] Secretary


<PAGE>


                                  EXHIBIT 2

                  [FORM OF OPINION OF COUNSEL TO THE SELLER]


                                                                ----------------
                                                                          (Date)

[Initial Purchaser]

Re: Master Mortgage Loan Purchase and Interim Servicing Agreement,
    dated as of      , 2005
    --------------------------------------------------------------

Gentlemen:

            I have acted as counsel to Fremont Investment & Loan (the "Seller"),
in connection with the sale of certain mortgage loans by the Seller to [Initial
Purchaser] (the "Purchaser") pursuant to (i) a Master Mortgage Loan Purchase and
Interim Servicing Agreement, dated as of _______, 2005, between the Seller and
the Purchaser (the "Purchase Agreement"), the Assignment and Conveyance, dated
as of _______, 2005, by the Seller (the "Assignment and Conveyance") and (ii)
the Commitment Letter, dated _______ __, 2005, between the Seller and the
Purchaser (the "Commitment Letter"). Capitalized terms not otherwise defined
herein have the meanings set forth in the Purchase Agreement.

                  In connection with rendering this opinion letter, I, or
attorneys working under my direction, have examined, among other things,
originals, certified copies or copies otherwise identified to my satisfaction as
being true copies of the following:

                  (a) the Purchase Agreement;

                  (b) the Assignment and Conveyance;

                  (c) the Commitment Letter;

                  (d) the Seller's Certificate of Incorporation and by-laws, as
            amended to date; and

                  (e) resolutions adopted by the Board of Directors of the
            Seller with specific reference to actions relating to the
            transactions covered by this opinion (the "Board Resolutions").

            For the purpose of rendering this opinion, I have made such
documentary, factual and legal examinations as I deemed necessary under the
circumstances. As to factual matters, I have relied upon statements,
certificates and other assurances of public officials and of officers and other
representatives of the Seller, and upon such other certificates as I deemed
appropriate, which factual matters have not been independently established or
verified by me. I have also assumed, among other things, the genuineness of all
signatures, the legal capacity of all natural persons, the authenticity of all
documents submitted to me as originals, and the conformity to original documents
of all documents submitted to me as copies and the authenticity of the originals
of such copied documents.

            On the basis of and subject to the foregoing examination, and in
reliance thereon, and subject to the assumptions, qualifications, exceptions and
limitations expressed herein, I am of the opinion that:

            The Seller has been duly [incorporated][formed] and is validly
existing and in good standing under the laws of the State of California with
corporate power and authority to own its properties and conduct its business as
presently conducted by it. The Seller has the corporate power and authority to
service the Mortgage Loans, and to execute, deliver, and perform its obligations
under the Purchase Agreement, the Assignment and Conveyance, and the Commitment
Letter (sometimes collectively, the "Agreements").

            The Purchase Agreement, the Assignment and Conveyance, and the
Commitment Letter have been duly and validly authorized, executed and delivered
by the Seller.

            The Purchase Agreement, the Assignment and Conveyance, and the
Commitment Letter constitute valid, legal and binding obligations of the Seller,
enforceable against the Seller in accordance with their respective terms.

            No consent, approval, authorization or order of any state or federal
court or government agency or body is required for the execution, delivery and
performance by the Seller of the Purchase Agreement, the Assignment and
Conveyance, and the Commitment Letter or the consummation of the transactions
contemplated by the Purchase Agreement, the Assignment and Conveyance, and the
Commitment Letter, except for those consents, approvals, authorizations or
orders which previously have been obtained.

            Neither the servicing of the Mortgage Loans by the Seller as
provided in the Purchase Agreement, the Assignment and Conveyance, and the
Commitment Letter nor the fulfillment of the terms of or the consummation of any
other transactions contemplated in the Purchase Agreement, the Assignment and
Conveyance, and the Commitment Letter will result in a breach of any term or
provision of the certificate of incorporation or by-laws of the Seller, or, to
the best of my knowledge, will conflict with, result in a breach or violation
of, or constitute a default under, (i) the terms of any material indenture or
other material agreement or instrument known to me to which the Seller is a
party or by which it is bound, (ii) any State of California or federal statute
or regulation applicable to the Seller, or (iii) any order of any State of
California or federal court, regulatory body, administrative agency or
governmental body having jurisdiction over the Seller, except in any such case
where the default, breach or violation would not have a material adverse effect
on the Seller or its ability to perform its obligations under the Purchase
Agreement, the Assignment and Conveyance, or the Commitment Letter.

            There is no action, suit, proceeding or investigation pending or, to
the best of my knowledge, threatened against the Seller which, in my judgment,
either in any one instance or in the aggregate, would draw into question the
validity of the Purchase Agreement, the Assignment and Conveyance, or the
Commitment Letter or which would be likely to impair materially the ability of
the Seller to perform under the terms of the Purchase Agreement, the Assignment
and Conveyance, or the Commitment Letter.

            The sale of each Mortgage Note and Mortgage as and in the manner
contemplated by the Purchase Agreement and the Assignment and Conveyance is
sufficient fully to transfer to the Purchaser all right, title and interest of
the Seller thereto as noteholder and mortgagee.

            The opinions above are subject to the following additional
assumptions, exceptions, qualifications and limitations:

            I have assumed that all parties to the Agreements other than the
Seller have all requisite power and authority to execute, deliver and perform
their respective obligations under each of the Agreements, and that the
Agreements have been duly authorized by all necessary corporate action on the
part of such parties, have been executed and delivered by such parties and
constitute the legal, valid and binding obligations of such parties.

            My opinion expressed in paragraphs 3 and 7 above is subject to the
qualifications that (i) the enforceability of the Agreements may be limited by
the effect of laws relating to (1) bankruptcy, reorganization, insolvency,
moratorium or other similar laws now or hereafter in effect relating to
creditors' rights generally, including, without limitation, the effect of
statutory or other laws regarding fraudulent conveyances or preferential
transfers, and (2) general principles of equity upon the specific enforceability
of any of the remedies, covenants or other provisions of the Agreements and upon
the availability of injunctive relief or other equitable remedies and the
application of principles of equity (regardless of whether such enforceability
is considered in a proceeding in equity or at law) as such principles relate to,
limit or affect the enforcement of creditors' rights generally and the
discretion of the court before which any proceeding for such enforcement may be
brought; and (ii) I express no opinion herein with respect to the validity,
legality, binding effect or enforceability of (a) provisions for indemnification
in the Agreements to the extent such provisions may be held to be unenforceable
as contrary to public policy or (b) Section 18 of the Purchase Agreement.

            I have assumed, without independent check or certification, that
there are no agreements or understandings among the Seller, the Purchaser and
any other party which would expand, modify or otherwise affect the terms of the
documents described herein or the respective rights or obligations of the
parties thereunder.

            I am admitted to practice in the State of __________, and I render
no opinion herein as to matters involving the laws of any jurisdiction other
than the State of _________ and the Federal laws of the United States of
America.

                                       Very truly yours,


<PAGE>


                                  EXHIBIT 3

                         SECURITY RELEASE CERTIFICATION

i.    Release of Security Interest

            ______________________________ hereby relinquishes any and all
right, title and interest it may have in and to the Mortgage Loans described in
Exhibit A attached hereto upon purchase thereof by [Initial Purchaser] from the
Seller named below pursuant to that certain Master Mortgage Loan Purchase and
Interim Servicing Agreement, dated as of _________, 2005, as of the date and
time of receipt by ____________________________ of $___________ for such
Mortgage Loans (the "Date and Time of Sale"), and certifies that all notes,
mortgages, assignments and other documents in its possession relating to such
Mortgage Loans have been delivered and released to the Seller named below or its
designees as of the Date and Time of Sale.

Name and Address of Financial Institution:____________________________________
                                          ____________________________________
                                          ____________________________________
                                          ____________________________________
                                          ____________________________________


                                       By:____________________________________
                                          Name:
                                          Title:

ii.   Certification of Release

            The Seller named below hereby certifies to [Initial Purchaser].
that, as of the Date and Time of Sale of the above mentioned Mortgage Loans to
[Initial Purchaser], the security interests in the Mortgage Loans released by
the Federal Home Loan Bank in accordance with the attached correspondence or the
above named corporation, as the case may be, comprise all security interests
relating to or affecting any and all such Mortgage Loans. The Seller warrants
that, as of such time, there are and will be no other security interests
affecting any or all of such Mortgage Loans.

                                       FREMONT INVESTMENT & LOAN
                                          (Seller)

                                       By:____________________________________
                                          Name:
                                          Title:

<PAGE>

                                  EXHIBIT 4

                            ASSIGNMENT AND CONVEYANCE

            On this ________ day of _________, 200_, Fremont Investment & Loan
("Seller") as the Seller under (i) that certain Commitment Letter dated
_________, 2005 (the "Commitment Letter") and (ii) that certain Master Mortgage
Loan Purchase and Interim Servicing Agreement, dated as of____________, 2005
(the "Purchase Agreement" and together with the Commitment Letter, the
"Agreements"), each between the Seller and SG Mortgage Finance Corp. ("SGMF"),
as purchaser, does hereby sell, transfer, assign, set over and convey to Wells
Fargo Bank, National Association ("Wells Fargo"), as trustee in trust for the
benefit of SGMF under that certain Trust Agreement dated as of May 18, 2005 (the
"Trust Agreement") among SGMF and Wells Fargo, as purchaser under the Agreements
(the "Purchaser"), without recourse, but subject to the terms of the Agreements,
all rights, title and interest of the Seller in and to the Mortgage Loans listed
on the Mortgage Loan Schedule attached hereto as Schedule 1, together with the
related Mortgage Files and all rights and obligations arising under the
documents contained therein. Such Mortgage Loans and the related property shall
be part of the corpus of the trust created by the Trust Agreement. Pursuant to
Section 6.03 of the Purchase Agreement, the Seller has delivered to the
Custodian the documents for each Mortgage Loan to be purchased as set forth in
the Custodial Agreement. The contents of each related Servicing File required to
be retained by the Seller to service the Mortgage Loans pursuant to the Purchase
Agreement and thus not delivered to the Purchaser are and shall be held in trust
for the benefit of the Purchaser as the owner thereof. The Seller's possession
of any portion of each such Servicing File is at the will of the Purchaser for
the sole purpose of facilitating servicing of the related Mortgage Loan pursuant
to the Purchase Agreement, and such retention and possession by the Seller shall
be in a custodial capacity only. The ownership of each Mortgage Note, Mortgage,
and the contents of the Mortgage File and Servicing File is vested 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
Seller shall immediately vest in the Purchaser and shall be retained and
maintained, in trust, by the Seller at the will of the Purchaser in such
custodial capacity only.

            The Seller confirms to the Purchaser that the representation and
warranties set forth in Sections 7.01 and 7.02 of the Purchase Agreement are
true and correct as of the date hereof; and that all statements made in the
Seller's Officer's Certificates and all attachments thereto remain complete,
true and correct in all respects as of the date hereof and that the Mortgage
Loan information set forth on Schedule 2 attached hereto is true and correct as
of the date hereof.

            The Seller further confirms that there have been no changes to the
Underwriting Guidelines except as provided to the Purchaser and that each of the
Mortgage Loans conforms to such Underwriting Guidelines.

            Capitalized terms used herein and not otherwise defined shall have
the meanings set forth in the Purchase Agreement.

                                       FREMONT INVESTMENT & LOAN
                                          (Seller)

                                       By:____________________________________
                                          Name:
                                          Title:


<PAGE>

                                  EXHIBIT 5

                             MORTGAGE LOAN DOCUMENTS

      The term "Mortgage Loan Documents" means with respect to each Mortgage
Loan, the following documents:

                  (i) the original Mortgage Note, endorsed, "Pay to the order of
            [blank], without recourse" and signed in the name of the last named
            endorsee by an authorized officer. The Mortgage Note shall include
            all intervening original endorsements showing a complete chain of
            title from the originator to the last named endorsee. To the extent
            that there is no room on the face of the Mortgage Note for
            endorsements, the endorsement may be contained on an allonge. Such
            allonge shall be firmly affixed to the Mortgage Note so as to become
            a part thereof.

                  (ii) the original of any loan agreement and guarantee(s)
            executed in connection with the Mortgage Note;

                  (iii) in the case of a Mortgage Loan that is not a MERS
            Mortgage Loan, the original Mortgage, with evidence of recording
            thereon, or, if the original Mortgage has not yet been returned from
            the recording office, a copy of the original Mortgage without
            evidence of recording thereon together with a certificate of either
            the closing attorney or an officer of the title insurer which issued
            the related title insurance policy, certifying that the copy is a
            true copy of the original of the Mortgage which has been delivered
            by such attorney or officer for recording in the appropriate
            recording office of the jurisdiction in which the Mortgaged Property
            is located;

                  (iv) in the case of a Mortgage Loan that is not a MERS
            Mortgage Loan, the original Assignment of Mortgage for each Mortgage
            Loan to [blank], in form and substance acceptable for recording and
            signed in the name of the last endorsee by an authorized officer;

                  (v) the originals of all intervening assignments of mortgage
            (if any) with evidence of recording thereon evidencing a complete
            chain of ownership from the originator of the Mortgage Loan to the
            last assignee, or if any such intervening assignment of mortgage has
            not been returned from the applicable public recording office or has
            been lost or if such public recording office retains the original
            recorded intervening assignments of mortgage, a photocopy of such
            intervening assignment of mortgage, together with (i) in the case of
            a delay caused by the public recording office, an Officer's
            Certificate of the title insurer insuring the Mortgage or the Seller
            stating that such intervening assignment of mortgage has been
            delivered 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 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 party delivering the Officer's Certificate or by the Seller; or
            (ii) in the case of an intervening assignment of mortgage where a
            public recording office retains the original recorded intervening
            assignment of mortgage or in the case where an intervening
            assignment of mortgage is lost after recordation in a public
            recording office, a copy of such intervening assignment of mortgage
            with recording information thereon certified by such public
            recording office or the Seller to be a true and complete copy of the
            original recorded intervening assignment of mortgage;

                  (vi) the originals of all assumption, modification,
            consolidation or extension agreements, if any, with evidence of
            recording thereon;

                  (vii) as to each Mortgage Loan, (i) the original mortgagee
            title insurance policy or (ii) if such policy has not been issued,
            an irrevocable written commitment or binder for such policy issued
            by a title insurer;

                  (viii) if the Mortgage Note, the Mortgage, any Assignment of
            Mortgage, or any other related document has been signed by a Person
            on behalf of the Mortgagor, the original power of attorney or other
            instrument that authorized and empowered such Person to sign or a
            copy of such power of attorney together with an Officer's
            Certificate certifying that such copy represents a true and correct
            copy and that such original has been duly recorded in the
            appropriate records depository for the jurisdiction in which the
            Mortgaged Property is located; and

                  (ix) for each Mortgage Loan that is a MERS Mortgage Loan, the
            original Mortgage, noting the presence of the MIN of the Mortgage
            Loan and either language indicating that the Mortgage Loan is a MOM
            Loan or if the Mortgage Loan was not a MOM Loan at origination, the
            original Mortgage and the assignment thereof to MERS, with evidence
            of recording indicated thereon, or a copy of the Mortgage certified
            by the public recording office in which such Mortgage has been
            recorded.

            In the event an Officer's Certificate of the Seller is delivered to
the Purchaser because of a delay caused by the public recording office in
returning any recorded document, the Seller shall deliver to the Purchaser,
within 90 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. An extension of the date specified in clause (iv)
above may be requested from the Purchaser, which consent shall not be
unreasonably withheld.

            The Seller shall promptly forward or shall cause to be forwarded to
the Custodian any additional original documents received by the seller.


<PAGE>

                                  EXHIBIT 6

                         CONTENTS OF EACH MORTGAGE FILE

            With respect to each Mortgage Loan, the Mortgage File shall include
each of the following items, which shall be available for inspection by the
Purchaser and which shall be retained by the Seller or delivered to the
Custodian:

Mortgage Loan Documents.

Residential loan application.

Mortgage Loan closing statement.

Verification of employment and income.

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

Credit report on Mortgagor.

Residential appraisal report.

Photograph of the Mortgaged Property.

Survey of the Mortgaged Property.

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.

All required disclosure statements and statement of Mortgagor confirming receipt
thereof.

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

Sales Contract, if applicable.

Hazard insurance policy.

Tax receipts, insurance premium receipts, ledger sheets, payment history from
date of origination, 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.

Amortization schedule, if available.

Payment history for Mortgage Loans that have been closed for more than 90 days.


<PAGE>

                                  EXHIBIT 7

                              TRANSFER REQUIREMENTS

      During the period between the related Closing Date and the related
Transfer Date, Seller, shall, at its cost and expense, take such steps as may be
considered necessary or appropriate by the Purchaser to effectuate and evidence
the transfer of the servicing of the related Mortgage Loans to the Purchaser or
its designee. The Seller's obligations with respect to the transfer of servicing
of the Mortgage Loans shall include, but shall not be limited to, the following
and such other instructions provided by the Purchaser or its designee at the
time of servicing transfer:

                  (a) Notice to Mortgagors. Mail to the mortgagor of each
            Mortgage a letter advising such mortgagor of the transfer of the
            servicing of the related Mortgage Loan to Purchaser or its designee
            in accordance with the Cranston Gonzalez National Affordable Housing
            Act of 1990, as the same may be amended from time to time, provided,
            however, the content and format of the letter shall have the prior
            approval of Purchaser. Seller shall provide Purchaser with copies of
            all such notices no later than [the related Transfer Date].

                  (b) Notice to Taxing Authorities and Insurance Companies.
            Transmit to the applicable taxing authorities and insurance
            companies and/or agents, notification of the transfer of the
            servicing to Purchaser, or its designee, and instructions to deliver
            all notices, tax bills and insurance statements, as the case may be,
            to Purchaser from and after the related Transfer Date. Seller shall
            provide Purchaser with copies of all such notices no later than [the
            related Transfer Date].

                  (c) Delivery of Servicing Records. On or prior to the related
            Transfer Date, forward to Purchaser, or its designee, all servicing
            records (if on microfiche or microfilm, such records shall be
            provided in triplicate), the Servicing File and the Mortgage File in
            any servicer's possession relating to each related Mortgage Loan
            including, but not limited to, the appraisal, loan application and
            underwriting file obtained in connection with the origination of the
            related Mortgage Loan, as well as a payment history for the related
            Mortgage Loan for the past five (5) years or in the case of a
            Mortgage Loan originated within the past five years, since the
            origination of such Mortgage Loan.

                  (d) Escrow Payments. On the related Transfer Date provide
            Purchaser with an accounting statement of the escrow and other
            payments, for taxes, governmental assessments, insurance premiums,
            security deposits, water, sewer and municipal charges, and suspense
            balances and loss draft balances sufficient to enable Purchaser to
            reconcile the amount of such payment with the accounts of the
            related Mortgage Loans.

                  (e) Corporate Advances. On the related Transfer Date, provide
            Purchaser, or its designee, with copies of all receipts, invoices
            and bills pertaining to foreclosure expenses, attorney's fees,
            bankruptcy fees and other corporate advances along with a loan level
            report providing detail on each expense paid by Seller. In addition,
            Seller shall forward on a [bi-weekly] basis all receipts, invoices
            and bills pertaining to foreclosure expenses, attorney's fees,
            bankruptcy fees and other corporate advances, received by Seller
            after the related Transfer Date. Purchaser and Seller acknowledge
            that the amount of the escrow and corporate advances (as described
            in paragraphs (d) and (e) of this Exhibit 7) may vary from the
            amount shown on the Mortgage Loan Schedule to reflect activity
            occurring after the related Closing Date.

                  (f) Payoffs and Assumptions. On or prior to [the related
            Transfer Date], provide to Purchaser, or its designee, copies of all
            assumption and payoff statements generated with respect to the
            Mortgage Loans from the period beginning [sixty (60) days] prior to
            the related Transfer Date until the related Transfer Date.

                  (g) Payments Received Prior to the Transfer Date. Prior to
            [the related Transfer Date] all payments received by Seller on each
            Mortgage Loan shall be properly applied by Seller to the account of
            the particular mortgagor. Any unapplied funds and suspense payments
            shall be wire transferred to Purchaser within [two (2) Business
            Days] after the related Transfer Date and shall be applied by
            Purchaser as deemed appropriate in Purchaser's sole discretion. In
            the event the related Transfer Date is more than 30 days following
            the related Closing Date, in addition to such related Transfer Date
            payment, Seller shall remit to Purchaser on the [fifth business day
            of each month] all amounts received with respect to the Mortgage
            Loans which have not previously been remitted. Any payments made by
            the Seller will be net of amounts owed to the Seller for Servicing
            Fees and Servicing Advances.

                  (h) Payments Received After the Transfer Date. The amount of
            any payments received by Seller after the related Transfer Date with
            respect to the related Mortgage Loans shall (i) in the case of
            payments received within [thirty] days of the related Transfer Date,
            be forwarded to Purchaser by overnight mail or courier within
            [forty-eight hours] of the date of receipt and (ii) in the case of
            payments received thereafter, be forwarded to Purchaser [on a weekly
            basis]. Notwithstanding the foregoing, any payment received by
            Seller for the purposes of a full payoff and received within ninety
            days of the related Transfer Date shall be forwarded to Purchaser by
            courier or overnight mail on the date of receipt. Seller shall
            notify Purchaser of the particulars of such payment, which
            notification requirements shall be satisfied if Seller forwards with
            the payment sufficient information to permit appropriate processing
            of the payment by Purchaser and shall provide necessary and
            appropriate legal application of such payments which shall include,
            but not be limited to, endorsement of such payment to Purchaser or
            equivalent substitute payment with the particulars of the payment
            such as the account number, dollar amount, date received and any
            special mortgagor application instructions.

                  (i) Misapplied Payments. Misapplied payments shall be
            processed as follows:

                        (i) All parties shall cooperate in correcting
                  misapplication errors;

                        (ii) The party receiving notice of a misapplied payment
                  occurring prior to the related Transfer Date shall immediately
                  notify the other party;

                        (iii) If a misapplied payment which occurred prior to
                  the related Transfer Date cannot be identified and said
                  misapplied payment has resulted in a shortage in any accounts
                  established for the purpose of depositing payments with
                  respect to the Mortgage Loans, Seller shall be liable for the
                  amount of such shortage. Seller shall reimburse Purchaser for
                  the amount of such shortage within [30] days after receipt of
                  written demand therefor from Purchaser;

                        (iv) If a misapplied payment which occurred prior to the
                  related Transfer Date has created an incorrect Purchase Price
                  as the result of an inaccurate outstanding principal balance,
                  a check shall be issued to the party disadvantaged by the
                  incorrect payment application within [five (5)] business days
                  after notice therefor by the other party; and

                        (v) Any check issued under the provisions of this
                  Exhibit 7 shall be accompanied by a statement indicating the
                  corresponding Seller and/or Purchaser Mortgage Loan
                  identification number and an explanation of the allocation of
                  any such payments.

                        (vi) Books and Records. On the related Transfer Date,
                  the books, records and accounts of Seller with respect to the
                  related Mortgage Loans shall be in accordance with all
                  applicable industry standards, and with all additional
                  Purchaser requirements as to which Seller has received notice.

            (j) Reconciliation. On or prior to the related Transfer Date, with
      respect to the related Mortgage Loans, reconcile principal balances and
      make any monetary adjustments required by Purchaser. Any such monetary
      adjustments will be transferred between Seller and Purchaser as
      appropriate.

            (k) IRS Forms. File, as and when required by law, all IRS forms
      1099, 1099A, 1098 or 1041 and K-1 in relation to the servicing and
      ownership of the Mortgage Loans for the portion of such year the Mortgage
      Loans were serviced by Seller. Seller shall provide copies of such forms
      to Purchaser upon request and Seller shall reimburse Purchaser for any
      costs or penalties incurred by Purchaser due to Seller's failure to comply
      with this paragraph.

            (l) Consultation with Purchaser. During the period between the
      related Cut-off Date and the related Transfer Date, consult with Purchaser
      (i) prior to instituting any new foreclosure proceedings or seeking
      bankruptcy relief on any Mortgage Loan or (ii) with respect to any default
      expenditures incurred (exclusive of property inspection expenditures, loss
      mitigation expenditures or loss mitigation actions taken) relating to any
      Mortgage Loan, in accordance with Seller's normal servicing procedures.

            (m) Transfer of Servicing. On or prior to the related Transfer Date
      or such other date as may be mutually agreed by the Purchaser or its
      designee and the Seller, Seller shall transfer servicing of the related
      Mortgage Loans to Purchaser pursuant to the terms of this Agreement and
      the procedures set forth in such reasonable servicing transfer
      instructions as are provided by Purchaser to Seller. At Purchaser's option
      and upon 30 days notice, Seller shall effect the transfer of servicing for
      the related Mortgage Loans by means of a "tape to tape" transfer. All
      information provided to Purchaser or its designee shall be provided
      electronically. Seller shall pay any costs and expenses Purchaser incurs
      related to the manual transfer of any information to Purchaser or its
      designee.

            (n) Mortgage Loans in Litigation. On or prior to the related
      Transfer Date or such other date as may be mutually agreed to by the
      Purchaser (or its designee) and the Seller:

                  (i) deliver written notification to Purchaser of the Mortgage
            Loans in litigation on the related Transfer Date including the names
            and addresses of all parties involved in such litigation and Seller
            shall deliver to Purchaser all documents related to such litigation.

                  (ii) notify the clerk of the court and all counsel of record
            involved in such litigation that ownership of the Mortgage Loan in
            question has been transferred from Seller to Purchaser.

On or prior to the related Transfer Date or such other date as may be mutually
agreed to by the Purchaser (or its designee) and the Seller, Seller shall,
through its attorney, if requested by Purchaser and in cooperation with
Purchaser's attorney, file appropriate pleadings with the court that will (i)
substitute Purchaser's attorney for Seller's attorney, and (ii) remove Seller as
a party to the litigation and substitute Purchaser as the real party in
interest. If Seller fails to substitute Purchaser's attorney for Seller's
attorney or to remove Seller as a party in interest, then Seller shall pay
continued legal expenses in such litigation until such time as the substitution
is effected. In addition, Seller shall indemnify 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, Seller's failure to effect the substitution required
pursuant to this paragraph (n). In no event shall Purchaser be liable for any
contingency arrangements of Seller with Seller's attorneys.

            (o) Notice to Attorneys. Mail to each of Seller's bankruptcy
attorney, Seller's foreclosure attorney, the mortgagor's attorney and the
bankruptcy trustee a letter advising such attorney that Seller has sold the
Mortgage Loan on the related Closing Date to Purchaser. Seller shall provide
Purchaser with copies of such letters no later than the related Transfer Date.

            (p) Mortgagors in Bankruptcy. In accordance with Bankruptcy Rule
3001(e), Seller shall take all actions necessary to file, on or prior to the
related Transfer Date, (i) proofs of claims in pending bankruptcy cases
involving any Mortgage Loans for which Seller has not already filed a proof of
claim, and (ii) evidence of the terms of the purchase of the Mortgage Loans with
the appropriate bankruptcy court in cases in which Seller has filed proofs of
claims. Seller shall prepare and provide to Purchaser on the related Transfer
Date, an affidavit and assignment of claim in such reasonable form as is
provided by Purchaser to Seller (modified as appropriate to comply with
applicable recording statutes) for all Mortgage Loans that are in bankruptcy as
of the related Transfer Date. In addition, Seller shall indemnify 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, Seller's failure to effect the actions
required pursuant to this paragraph (p).

            [Notwithstanding the foregoing, the Seller agrees to cooperate with
the Purchaser and its designee in connection with the transfer of servicing of
Mortgage Loans by taking such actions as the Purchaser and its designee may
reasonably request. The Purchaser agrees to cooperate with the Seller by
providing timely notice of requests for actions.]


<PAGE>

                                    EXHIBIT 8

                              TRANSFER INSTRUCTIONS


<PAGE>

                                    EXHIBIT 9

                        SELLER'S UNDERWRITING GUIDELINES


<PAGE>

                                   EXHIBIT 10

                     FORM OF ESCROW ACCOUNT LETTER AGREEMENT


                                                          __________ __, 200__

To:

      (the "Depository")

            As Seller under the Master Mortgage Loan Purchase and Interim
Servicing Agreement, dated as of ______, 2005, we hereby authorize and request
you to establish an account, as an Escrow Account, to be designated as "Fremont
Investment & Loan in trust for [Initial Purchaser] and various Mortgagors, Fixed
and Adjustable Rate Mortgage Loans." All deposits in the account shall be
subject to withdrawal therefrom by order signed by the Seller. You may refuse
any deposit which would result in violation of the requirement that the account
be fully insured as described below. This letter is submitted to you in
duplicate. Please execute and return one original to us.

                                       FREMONT INVESTMENT & LOAN
                                          (Seller)

                                       By:
                                          --------------------------------------
                                          Name:
                                          Title:
                                          Date:

<PAGE>

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


                                          --------------------------------------
                                                       Depository

                                       By:
                                          --------------------------------------
                                          Name:
                                          Title:
                                          Date:


<PAGE>

                                   EXHIBIT 11

                   FORM OF CUSTODIAL ACCOUNT LETTER AGREEMENT


                                                         ___________ ___, 200_

To:

______(the "Depository")

            As Seller under the Master Mortgage Loan Purchase and Interim
Servicing Agreement, dated as of ____________1, 2005, we hereby authorize and
request you to establish an account, as a Custodial Account, to be designated as
"Fremont Investment & Loan in trust for [Initial Purchaser]." All deposits in
the account shall be subject to withdrawal therefrom by order signed by the
Seller. You may refuse any deposit which would result in violation of the
requirement that the account be fully insured as described below. This letter is
submitted to you in duplicate. Please execute and return one original to us.

                                       FREMONT INVESTMENT & LOAN
                                          (Seller)

                                       By:
                                          --------------------------------------
                                          Name:
                                          Title:
                                          Date:

<PAGE>

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


                                          --------------------------------------
                                                       Depository

                                       By:
                                          --------------------------------------
                                          Name:
                                          Title:
                                          Date:


<PAGE>

                                  EXHIBIT 12

                        FORM OF MONTHLY SERVICER'S REPORT
                      [To be provided by Initial Purchaser]


<PAGE>

                                    EXHIBIT A

                                 MORTGAGE LOANS

<PAGE>

                                   EXHIBIT 13

                            FORM OF COMMITMENT LETTER
                      [To be provided by Initial Purchaser]

<PAGE>

                                 AMENDMENT NO. 1
           TO THE MASTER MORTGAGE LOAN PURCHASE AND INTERIM SERVICING
                                    AGREEMENT

            This is Amendment No. 1 (the "Amendment No. 1"), dated as of May 25,
2006 (the "Amendment Date"), by and between SG Mortgage Finance Corp. (the
"Purchaser"), and Fremont Investment and Loan, (the "Seller") to that certain
Master Mortgage Loan Purchase and Interim Servicing Agreement dated as of
January 26, 2006 by and between the Seller and the Purchaser (the "Existing
Purchase Agreement", as amended by this Amendment 1, the "Purchase Agreement").

                               W I T N E S S E T H

            WHEREAS, the Seller and the Purchaser have agreed, subject to the
terms and conditions of this Amendment No. 1 that the Existing Purchase
Agreement be amended to reflect certain agreed upon revisions to the terms of
the Existing Purchase Agreement.

            Accordingly, the Seller and the Purchaser hereby agree, in
consideration of the mutual premises and mutual obligations set forth herein,
that the Existing Purchase Agreement is hereby amended as follows:

1.    Section 1 of the Existing Purchase Agreement is hereby amended by deleting
      the definition of "Servicing Criteria" in its entirety.

2.    Section 1 of the Existing Purchase Agreement is hereby amended by deleting
      the definition of "MERS Mortgage Loan" in its entirety and replacing it
      with the following language:

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

3.    Section 7.01 of the Existing Purchase Agreement is hereby amended by
      adding the following language as a new Section 7.01(y):

            (y) The Seller is an "insured depository institution" as that term
            is defined in Section 1813(c)(2) of Title 12 of the United States
            Code, as amended, and accordingly, the Seller makes the following
            additional representations and warranties:

                  (i) This Agreement between the Purchaser and the Seller
                  conforms to all applicable statutory and regulatory
                  requirements; and

                  (ii) This Agreement is (1) executed contemporaneously with the
                  agreement reached by the Purchaser and the Seller, (2)
                  approved by a specific corporate or banking association
                  resolution by the Seller's board of directors, which approval
                  shall be reflected in the minutes of said board, and (3) an
                  official record of the Seller. A copy of such resolution,
                  certified by a vice president or higher officer of the Seller
                  has been provided to the Purchaser.

4.    Section 7.02 (i) of the Existing Purchase Agreement is hereby amended by
      deleting the existing paragraph in its entirety and replacing it with the
      following language:

            (i) Any and all requirements of any federal, state or local law
            including, without limitation, usury, truth in lending, real estate
            settlement procedures, consumer credit protection, equal credit
            opportunity, fair housing or disclosure laws and all predatory,
            abusive and fair lending laws applicable to the origination and
            servicing of the Mortgage Loans have been complied with and the
            consummation of the transactions contemplated hereby will not
            involve the violation of any such laws, and the Seller shall
            maintain in its possession, available for the inspection of the
            Purchaser or its designee, and shall deliver to the Purchaser or its
            designee, as soon as practicable, but no more than five days after
            request, evidence of compliance with such requirements;

5.    Section 7.02 (v) of the Existing Purchase Agreement is hereby amended by
      deleting the existing paragraph in its entirety and replacing it with the
      following language:

            (v) Either (a) the Mortgage Loan was originated by a mortgagee
            approved by the Secretary of Housing and Urban Development pursuant
            to Sections 203 and 211 of the National Housing Act, a savings and
            loan association, a savings bank, a commercial bank, credit union,
            insurance company or other similar institution which is supervised
            and examined by a federal or state authority, or (b) the following
            requirements have been met with respect to the Mortgage Loan: the
            Seller meets the requirements set forth in clause (a), and (i) such
            Mortgage Loan was underwritten in accordance with standards
            established by the Seller, using application forms and related
            credit documents approved by the Seller, (ii) the Seller approved
            each application and the related credit documents before a
            commitment by the correspondent was issued, and no such commitment
            was issued until the Seller agreed to fund such Mortgage Loan, (iii)
            the closing documents for such Mortgage Loan were prepared on forms
            approved by the Seller, and (iv) such Mortgage Loan was actually
            funded by the Seller and was purchased by the Seller at closing or
            soon thereafter.

6.    Section 7.02 (kkk) of the Existing Purchase Agreement is hereby amended by
      deleting the existing paragraph in its entirety and replacing it with the
      following language:

            (kkk) The methodology used in underwriting the extension of credit
            for each Mortgage Loan does not rely on the extent of the
            Mortgagor's equity in the collateral as the principal determining
            factor in approving such extension of credit. The methodology
            employed objective criteria that related such facts as, without
            limitation, the Mortgagor's credit history, income, assets or
            liabilities, to the proposed mortgage payment and, based on such
            methodology, the Mortgage Loan's originator made a reasonable
            determination that at the time of origination the Mortgagor had the
            ability to make timely payments on the Mortgage Loan. Such
            underwriting methodology confirmed that at the time of origination
            (application/approval) the Mortgagor had a reasonable ability to
            make timely payments on the Mortgage Loan.

7.    Section 7.02 (aaaa) of the Existing Purchase Agreement is hereby amended
      by deleting the existing paragraph in its entirety and replacing it with
      the following language:

            (aaaa) [Intentionally Omitted]

8.    Section 7.02 (hhhh) of the Existing Purchase Agreement is hereby amended
      by deleting the existing paragraph in its entirety and replacing it with
      the following language:

            (hhhh) With respect to each Second Lien Mortgage Loan, the related
            first lien loan does not permit negative amortization;

9.    Section 7.02 (iiii) of the Existing Purchase Agreement is hereby amended
      by deleting the existing paragraph in its entirety and replacing it with
      the following language:

            (iiii) With respect to each Second Lien Mortgage Loan, where
            required or customary in the jurisdiction in which the Mortgaged
            Property is located, the original lender has filed for record a
            request for notice of any action by the related senior lienholder,
            and the Seller has notified such senior lienholder in writing of the
            existence of the Second Lien Mortgage Loan and requested
            notification of any action to be taken against the Mortgagor by such
            senior lienholder. Either (a) no consent for the Second Lien
            Mortgage Loan is required by the holder of the related first lien
            loan or (b) such consent has been obtained and is contained in the
            related Mortgage File;

10.   Section 7.02 (llll) of the Existing Purchase Agreement is hereby amended
      by deleting the existing paragraph in its entirety and replacing it with
      the following language:

            (llll) With respect to each Second Lien Mortgage Loan, to the best
            of Seller's knowledge, the related first lien loan is in full force
            and effect, and there is no default lien, breach, violation or event
            which would permit acceleration existing under such first lien
            mortgage or mortgage note, and no event which, with the passage of
            time or with notice and the expiration of any grace or cure period
            (other than payment delinquencies of less than one month), would
            constitute a default, breach, violation or event which would permit
            acceleration under such first lien loan;

11.   The second paragraph of Section 7.03 of the Existing Purchase Agreement is
      hereby amended by deleting the existing paragraph in its entirety and
      replacing it with the following language:

            Within sixty (60) days of the earlier of either discovery by or
            notice to the Seller of any breach of a representation or warranty
            which materially and adversely affects the value of a Mortgage Loan
            or the Mortgage Loans, the Seller shall use its best efforts
            promptly to cure such breach in all material respects and, if such
            breach cannot be cured, the Seller shall, at the Purchaser's option,
            repurchase such Mortgage Loan at the Repurchase Price within five
            (5) Business Days following the expiration of the related cure
            period. In the event that a breach shall involve any representation
            or warranty set forth in Subsection 7.01 and such breach cannot be
            cured within 60 days of the earlier of either discovery by or notice
            to the Seller of such breach, all of the Mortgage Loans shall, at
            the Purchaser's option, be repurchased by the Seller at the
            Repurchase Price. The Seller shall, at the request of the Purchaser
            and assuming that the Seller has a Qualified Substitute Mortgage
            Loan, rather than repurchase the Mortgage Loan as provided above,
            remove such Mortgage Loan and substitute in its place a Qualified
            Substitute Mortgage Loan or Loans; provided that such substitution
            shall be effected not later than 120 days after notice to the Seller
            of such breach. If the Seller has no Qualified Substitute Mortgage
            Loan, the Seller shall repurchase the deficient Mortgage Loan. Any
            repurchase of a Mortgage Loan(s) pursuant to the foregoing
            provisions of this Subsection 7.03 shall occur on a date designated
            by the Purchaser and shall be accomplished by wire transfer of
            immediately available funds on the repurchase date to an account
            designated by the Initial Purchaser. Notwithstanding anything to the
            contrary contained herein, it is understood by the parties hereto
            that a breach of the representations and warranties made in
            Subsections 7.02 (i), (tt), (uu), (xx), (fff), (jjj), (kkk), (rrr),
            (sss), (xxx), (hhhh), (iiii), (jjjj), and (kkkk) will be deemed to
            materially and adversely affect the value of the related Mortgage
            Loan or the interest of the Purchaser therein.

12.   The sixth paragraph of Section 7.03 of the Existing Purchase Agreement is
      hereby amended by deleting the existing paragraph in its entirety and
      replacing it with the following language:

            In addition to such cure, repurchase and substitution obligation,
            the Seller shall indemnify the Purchaser and its successors and
            assigns and hold it harmless against any losses, damages, penalties,
            fines, forfeitures, reasonable and necessary legal fees and related
            costs, judgments, and other costs and expenses resulting from any
            claim, demand, defense or assertion based on or grounded upon, or
            resulting from, a breach of the Seller's representations and
            warranties contained in this Section 7 and its interim servicing of
            the Mortgage Loans. It is understood and agreed that the obligations
            of the Seller set forth in this Subsection 7.03 to cure or
            repurchase a defective Mortgage Loan and to indemnify the Purchaser
            as provided in this Subsection 7.03 constitute the sole remedies of
            the Purchaser respecting a breach of the foregoing representations
            and warranties. The indemnification obligation of the Seller set
            forth herein shall survive the termination of this Agreement
            notwithstanding any applicable statute of limitations, which the
            Seller hereby expressly waives.

13.   Clause (iv) Section 12.01(b)(iii) of the Existing Purchase Agreement is
      hereby amended by deleting the existing clause in its entirety and
      replacing it with the following language:

            (iv) such other representations and warranties and covenants as may
            be required by Fannie Mae, Freddie Mac or one or more nationally
            recognized rating agencies for "AAA" rated mortgage pass-through
            transactions to the extent that such representations and warranties
            are true and correct;

14.   Section 12.01(b)(iv)(C) of the Existing Purchase Agreement is hereby
      amended by deleting the existing paragraph in its entirety and replacing
      it with the following language:

            (C) No Mortgagor was charged "points and fees" (whether or not
            financed) in an amount greater than (i) $1,000, or (ii) 5% of the
            principal amount of such Mortgage Loan, whichever is greater. For
            purposes of this representation, such 5% limitation is calculated in
            accordance with Fannie Mae's anti-predatory lending requirements as
            set forth in the Fannie Mae Guides and "points and fees" (x) include
            origination, underwriting, broker and finder fees and charges that
            the mortgagee imposed as a condition of making the Mortgage Loan,
            whether they are paid to the mortgagee or a third party, and (y)
            exclude bona fide discount points, fees paid for actual services
            rendered in connection with the origination of the Mortgage Loan
            (such as attorneys' fees, notaries fees and fees paid for property
            appraisals, credit reports, surveys, title examinations and
            extracts, flood and tax certifications, and home inspections), the
            cost of mortgage insurance or credit-risk price adjustments, the
            costs of title, hazard, and flood insurance policies, state and
            local transfer taxes or fees, escrow deposits for the future payment
            of taxes and insurance premiums, and other miscellaneous fees and
            charges that, in total, do not exceed 0.25% of the principal amount
            of such Mortgage Loan.

15.   Section 12.01(b)(iv) of the Existing Purchase Agreement is hereby amended
      by adding the following language as a new Section 12.01(b)(iv)(E):

            (E) With respect to each Second Lien Mortgage Loan, the related
            Mortgaged Property is the Mortgagor's principal residence.

16.   The first paragraph of Section 12.04 of the Existing Purchase Agreement is
      hereby amended by deleting the existing paragraph in its entirety and
      replacing it with the following language:

            In connection with any Securitization Transaction the Seller shall
            (i) within five Business Days following request by the Purchaser or
            any Depositor, provide to the Purchaser and such Depositor (or, as
            applicable, cause each Third-Party Originator and each Subservicer
            to provide), in writing and in form and substance reasonably
            satisfactory to the Purchaser and such Depositor, the information
            and materials specified in paragraphs (a), (b), (c) and (d) of this
            Subsection, and (ii) as promptly as practicable following notice to
            or discovery by the Seller, provide to the Purchaser and any
            Depositor (in writing and in form and substance reasonably
            satisfactory to the Purchaser and such Depositor) the information
            specified in paragraph (d) of this Subsection.

17.   Section 12.04(b) of the Existing Purchase Agreement is hereby amended by
      deleting the first paragraph thereof in its entirety and replacing it with
      the following language:

            (b) If so requested by the Purchaser or any Depositor, the Seller
            shall provide (or, as applicable, cause each Third-Party Originator
            to provide) Static Pool Information with respect to the mortgage
            loans (of a similar type as the Mortgage Loans, as reasonably
            identified by the Purchaser as provided below) originated by (i) the
            Seller, if the Seller is an originator of Mortgage Loans (including
            as an acquirer of Mortgage Loans from a Qualified Correspondent),
            and/or (ii) each Third-Party Originator. Such Static Pool
            Information shall be prepared by the Seller (or Third-Party
            Originator) on the basis of its reasonable, good faith
            interpretation of the requirements of Item 1105(a)(1)-(3) of
            Regulation AB. To the extent that there is reasonably available to
            the Seller (or Third-Party Originator) Static Pool Information with
            respect to more than one mortgage loan type, the Purchaser or any
            Depositor shall be entitled to specify whether some or all of such
            information shall be provided pursuant to this paragraph. The
            content of such Static Pool Information may be in the form
            customarily provided by the Seller, and need not be customized for
            the Purchaser or any Depositor. Such Static Pool Information for
            each vintage origination year or prior securitized pool, as
            applicable, shall be presented pursuant to Regulation AB and the
            interpretations of the Commission, including 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. If so requested by the
            Seller, Purchaser shall, to the extent consistent with then-current
            industry practice, cooperate with the Seller and the master servicer
            for such Mortgage Loans for the purpose of having the master
            servicer provide the Seller with static pool information with
            respect to the pool of Mortgage Loans purchased by the Purchaser
            hereunder and included in a publicly offered Securitization
            Transaction effected by the Purchaser on a timely basis. Such Static
            Pool Information shall be requested by the Seller on the basis of
            the Seller's reasonable, good faith interpretation of the
            requirements of Item 1105(a)(1)-(3) of Regulation AB, including that
            the Seller is a sponsor (within the meaning of Regulation AB) for
            such Securitization Transaction. The content of such Static Pool
            Information may be in the form customarily provided by the master
            servicer for the Mortgage Loans, and need not be customized for the
            Seller.

18.   Section 12.04(d) of the Existing Purchase Agreement is hereby amended by
      deleting the paragraph in its entirety and replacing it with the following
      language:

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

19.   Section 12.05(b)(i) of the Existing Purchase Agreement is hereby amended
      by deleting the paragraph in its entirety and replacing it with the
      following language:

            (b) (i) Any failure by the Seller or any Third-Party Originator to
            deliver any information, report, certification, accountants' letter
            or other material when and as required under this Section 12 or any
            breach by the Seller of a representation or warranty set forth in
            Subsection 12.03(a) or in a writing furnished pursuant to Subsection
            12.03(b) and made as of a date prior to the closing date of the
            related Securitization Transaction, to the extent that such breach
            is not cured by such closing date, or any breach by the Seller of a
            representation or warranty in a writing furnished pursuant to
            Subsection 12.03(b) to the extent made as of a date subsequent to
            such closing date, shall, except as provided in clause (ii) of this
            paragraph, immediately and automatically, without notice or grace
            period, constitute an Event of Default with respect to the Seller
            under this Agreement, and shall entitle the Purchaser or Depositor,
            as applicable, in its sole discretion to terminate the rights and
            obligations of the Seller as servicer under this Agreement without
            payment (notwithstanding anything in this Agreement to the contrary)
            of any compensation to the Seller; provided that to the extent that
            any provision of this Agreement expressly provides for the survival
            of certain rights or obligations following termination of the Seller
            as servicer, such provision shall be given effect.

20.   Section 13.01 of the Existing Purchase Agreement is hereby amended by
      deleting the paragraph in its entirety and replacing it with the following
      language:

            In addition to the indemnification provided in Subsection 7.03, the
            Seller shall indemnify the Purchaser and its successors and assigns
            (the "Indemnified Parties") and hold the Indemnified Parties
            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
            Indemnified Parties may sustain in any way related to the failure of
            the Seller to perform its obligations under this Agreement including
            but not limited to its obligation to service and administer the
            Mortgage Loans in strict compliance with the terms of this Agreement
            or any Reconstitution Agreement entered into pursuant to Section 12.
            The Purchaser shall indemnify the Seller and hold the Seller
            harmless against any and all claims, losses, damages, penalties,
            fines, forfeitures, reasonable and necessary legal fees and related
            costs, judgments and any other costs, fees and expenses that the
            Seller may sustain in any way related to the failure of the
            successor servicer to properly service the Mortgage Loans after the
            related Transfer Date. The Seller immediately shall notify the
            Purchaser if a claim is made by a third party with respect to this
            Agreement or any Reconstitution 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 Purchaser promptly shall reimburse the
            Seller for all amounts advanced by it pursuant to the preceding
            sentence, except when the claim is in any way related to the
            Seller's indemnification pursuant to Subsection 7.3, or is in any
            way related to the failure of the Seller, or the Seller to service
            and administer the Mortgage Loans in strict compliance with the
            terms of this Agreement or any Reconstitution Agreement.

3.    Effective Date. This Amendment shall become effective on the date (the
      "Amendment Effective Date") on which the following conditions precedent
      shall have been satisfied:

      (a)   On the Amendment Effective Date, the Purchaser shall have received
            the following, each of which shall be satisfactory to the Purchaser:

            (i)   this Amendment, executed and delivered by a duly authorized
                  officer of the Seller and the Purchaser;

            (iii) such other documents as the Purchaser or counsel to the
                  Purchaser may reasonably request.

4.    Except as expressly amended and modified by this Amendment, the Existing
      Purchase Agreement shall continue to be, and shall remain, in full force
      and effect in accordance with its terms.

5.    This Amendment No. 1 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.

6.    This Amendment No. 1 may be executed in one or more counterparts and by
      different parties hereto on separate counterparts, each of which, when so
      executed, shall constitute one and the same agreement.

7.    This Amendment No. 1 shall inure to the benefit of and be binding upon the
      Purchaser and the Seller under the Existing Purchase Agreement, and their
      respective successors and permitted assigns.

                     [Signatures Commence on Following Page]

<PAGE>

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

                                    SG MORTGAGE FINANCE CORP.
                                    Purchaser

                                    By:
                                       ----------------------------
                                    Name:
                                         --------------------------
                                    Title:
                                          -------------------------

                                    FREMONT INVESTMENT AND LOAN,
                                    Seller

                                    By:
                                       ----------------------------
                                    Name:
                                         --------------------------
                                    Title:
                                          -------------------------

<PAGE>


                                 AMENDMENT NO. 2
           TO THE MASTER MORTGAGE LOAN PURCHASE AND INTERIM SERVICING
                                   AGREEMENT

            This is Amendment No. 2 (the "Amendment No. 2"), dated as of June
21, 2006 (the "Amendment Date"), by and between SG Mortgage Finance Corp. (the
"Purchaser"), and Fremont Investment and Loan, (the "Seller") to that certain
Master Mortgage Loan Purchase and Interim Servicing Agreement dated as of
January 26, 2006 by and between the Seller and the Purchaser (the "Existing
Purchase Agreement", as amended by Amendment 1, dated as of May 25, 2006, as
further amended by this Amendment 2, the "Purchase Agreement").

                               W I T N E S S E T H

            WHEREAS, the Seller and the Purchaser have agreed, subject to the
terms and conditions of this Amendment No. 2 that the Existing Purchase
Agreement be amended to reflect certain agreed upon revisions to the terms of
the Existing Purchase Agreement.

            Accordingly, the Seller and the Purchaser hereby agree, in
consideration of the mutual premises and mutual obligations set forth herein,
that the Existing Purchase Agreement is hereby amended as follows:

1.    Section 1 of the Existing Purchase Agreement is hereby amended by adding
      the following definition of "Servicing Criteria":

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

2.    The first paragraph of Section 12.04 of the Existing Purchase Agreement is
      hereby amended by deleting the existing paragraph in its entirety and
      replacing it with the following language:

            In connection with any Securitization Transaction the Seller shall
            (i) within five Business Days following request by the Purchaser or
            any Depositor, provide to the Purchaser and such Depositor (or, as
            applicable, cause each Third-Party Originator and each Subservicer
            to provide), in writing and in form and substance reasonably
            satisfactory to the Purchaser and such Depositor, the information
            and materials specified in paragraphs (a), (b), (c) and (d) of this
            Subsection, and (ii) as promptly as practicable following notice to
            or discovery by the Seller, provide to the Purchaser and any
            Depositor (in writing and in form and substance reasonably
            satisfactory to the Purchaser and such Depositor) the information
            specified in paragraph (d) of this Subsection.

3.    Section 12.04(c) of the Existing Purchase Agreement is hereby amended by
      deleting the existing paragraph in its entirety and replacing it with the
      following language:

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

            (A) the Servicer's form of organization;

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

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

            (2) the extent of outsourcing the Servicer utilizes;

            (3) whether there has been previous disclosure of material
            noncompliance with the applicable servicing criteria with respect to
            other securitizations of residential mortgage loans involving the
            Servicer as a servicer during the three-year period immediately
            preceding the related Securitization Transaction;

            (4) whether the Servicer has been terminated as servicer in a
            residential mortgage loan securitization, either due to a servicing
            default or to application of a servicing performance test or
            trigger; and

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

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

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

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

            (F) a description of the Servicer's processes and procedures
            designed to address any special or unique factors involved in
            servicing loans of a similar type as the Mortgage Loans;

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

            (H) information as to how the Servicer defines or determines
            delinquencies and charge-offs, including the effect of any grace
            period, re-aging, restructuring, partial payments considered current
            or other practices with respect to delinquency and loss experience.

4.    Section 12.04(d) of the Existing Purchase Agreement is hereby amended by
      deleting the paragraph in its entirety and replacing it with the following
      language:

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

5.    Section 12.05(a)(ii) of the Existing Purchase Agreement is hereby amended
      by deleting the paragraph in its entirety and replacing it with the
      following language:

            (ii) any failure by the Seller, any Subservicer, any Subcontractor
            or any Third-Party Originator to deliver any information, report,
            certification, accountants' letter (other than any accountant's
            letter delivered pursuant to Section 12.01) or other material when
            and as required under this Article 12, including any failure by the
            Seller to identify pursuant to Section 12.08(b) any Subcontractor
            "participating in the servicing function" within the meaning of Item
            1122 of Regulation AB; or

6.    Section 12.05(b)(ii) of the Existing Purchase Agreement is hereby amended
      by deleting the paragraph in its entirety and replacing it with the
      following language:

            (ii) Any failure by the Seller, any Subservicer or any Subcontractor
            to deliver any information, report, certification or accountants'
            letter when and as required under Section 12.06 or 12.07, including
            (except as provided below) any failure by the Seller to identify
            pursuant to Section 12.08(b) any Subcontractor "participating in the
            servicing function" within the meaning of Item 1122 of Regulation
            AB, shall constitute an Event of Default with respect to the Seller
            under this Agreement and any applicable Reconstitution Agreement,
            and shall entitle the Purchaser or Depositor, as applicable, in its
            sole discretion to terminate the rights and obligations of the
            Seller as servicer under this Agreement and/or any applicable
            Reconstitution Agreement without payment (notwithstanding anything
            in this Agreement to the contrary) of any compensation to the
            Seller; provided that to the extent that any provision of this
            Agreement and/or any applicable Reconstitution Agreement expressly
            provides for the survival of certain rights or obligations following
            termination of the Seller as servicer, such provision shall be given
            effect.

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

7.    Section 12 of the Existing Purchase Agreement is hereby amended by adding
      the following language as new Section 12.06, 12.07 and 12.08:

            Section 12.06. Servicer Compliance Statement.

            To the extent that the Seller has agreed to service the Mortgage
            Loans in connection with a Securitization Transaction, then, to the
            extent required by Regulation AB, on or before March 15 of each
            calendar year, commencing in the calendar year following the year in
            which the related Securitization Transaction closed, the Seller
            shall deliver to the Purchaser and any Depositor a statement of
            compliance addressed to the Purchaser and such Depositor and signed
            by an authorized officer of the Seller, to the effect that (i) a
            review of the Seller's activities during the immediately preceding
            calendar year (or applicable portion thereof) and of its performance
            under this Agreement and any applicable Reconstitution Agreement
            during such period has been made under such officer's supervision,
            and (ii) to the best of such officers' knowledge, based on such
            review, the Seller has fulfilled all of its obligations under this
            Agreement and any applicable Reconstitution Agreement in all
            material respects throughout such calendar year (or applicable
            portion thereof) or, if there has been a failure to fulfill any such
            obligation in any material respect, specifically identifying each
            such failure known to such officer and the nature and the status
            thereof.

            Section 12.07. Report on Assessment of Compliance and Attestation.

            (a) To the extent that the Seller has agreed to service the Mortgage
            Loans in connection with a Securitization Transaction, then, to the
            extent required by Regulation AB, on or before March 15 of each
            calendar year, commencing in the calendar year following the year in
            which the related Securitization Transaction closed, the Seller
            shall:

            (i) deliver to the Purchaser and any Depositor a report (in form and
            substance reasonably satisfactory to the Purchaser and such
            Depositor) regarding the Seller's assessment of compliance with the
            Servicing Criteria during the immediately preceding calendar year,
            as required under Rules 13a-18 and 15d-18 of the Exchange Act and
            Item 1122 of Regulation AB. Such report shall be addressed to the
            Purchaser and such Depositor and signed by an authorized officer of
            the Seller, and shall address each of the Servicing Criteria
            specified on a certification substantially in the form of Exhibit 15
            hereto delivered to the Purchaser concurrently with the execution of
            this Agreement;

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

            (iii) cause each Subservicer, and each Subcontractor determined by
            the Seller pursuant to Section 12.08(b) to be "participating in the
            servicing function" within the meaning of Item 1122 of Regulation
            AB, to deliver to the Purchaser and any Depositor an assessment of
            compliance and accountants' attestation as and when provided in
            paragraphs (a) and (b) of this Section; and

            (iv) if requested by the Purchaser or any Depositor not later than
            February 1 of the calendar year in which such certification is to be
            delivered, deliver to the Purchaser, any Depositor and any other
            Person that will be responsible for signing the certification (a
            "Sarbanes Certification") required by Rules 13a-14(d) and 15d-14(d)
            under the Exchange Act (pursuant to Section 302 of the
            Sarbanes-Oxley Act of 2002) on behalf of an asset-backed issuer with
            respect to a Securitization Transaction a certification in the form
            attached hereto as Exhibit 14.

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

            (b) Each assessment of compliance provided by a Subservicer pursuant
            to Section 12.07(a)(i) shall address each of the Servicing Criteria
            specified on a certification substantially in the form of Exhibit 15
            hereto delivered to the Purchaser concurrently with the execution of
            this Agreement or, in the case of a Subservicer subsequently
            appointed as such, on or prior to the date of such appointment. An
            assessment of compliance provided by a Subcontractor pursuant to
            Section 12.07(a)(iii) need not address any elements of the Servicing
            Criteria other than those specified by the Seller pursuant to
            Section 12.08.

            Section 12.08. Use of Subservicers and Subcontractors.

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

            (a) It shall not be necessary for the Seller to seek the consent of
            the Purchaser or any Depositor to the utilization of any
            Subservicer. The Seller shall cause any Subservicer used by the
            Seller (or by any Subservicer) for the benefit of the Purchaser and
            any Depositor to comply with the provisions of this Section and with
            Sections 12.03, 12.04(c) and (e), 12.06, 12.07 and 12.05 of this
            Agreement to the same extent as if such Subservicer were the Seller,
            and to provide the information required with respect to such
            Subservicer under Section [_].03(d) of this Agreement. The Seller
            shall be responsible for obtaining from each Subservicer and
            delivering to the Purchaser and any Depositor any servicer
            compliance statement required to be delivered by such Subservicer
            under Section 12.06, any assessment of compliance and attestation
            required to be delivered by such Subservicer under Section 12.07 and
            any certification required to be delivered to the Person that will
            be responsible for signing the Sarbanes Certification under Section
            12.07 as and when required to be delivered.

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

            As a condition to the utilization of any Subcontractor determined to
            be "participating in the servicing function" within the meaning of
            Item 1122 of Regulation AB, the Seller shall cause any such
            Subcontractor used by the Seller (or by any Subservicer) for the
            benefit of the Purchaser and any Depositor to comply with the
            provisions of Sections 12.05 and 12.07 of this Agreement to the same
            extent as if such Subcontractor were the Seller. The Seller shall be
            responsible for obtaining from each Subcontractor and delivering to
            the Purchaser and any Depositor any assessment of compliance and
            attestation required to be delivered by such Subcontractor under
            Section 12.07, in each case as and when required to be delivered.

3.    Effective Date. This Amendment shall become effective on the date (the
      "Amendment Effective Date") on which the following conditions precedent
      shall have been satisfied:

      (a)   On the Amendment Effective Date, the Purchaser shall have received
            the following, each of which shall be satisfactory to the Purchaser:

            (i)   this Amendment, executed and delivered by a duly authorized
                  officer of the Seller and the Purchaser;

            (iii) such other documents as the Purchaser or counsel to the
                  Purchaser may reasonably request.

4.    Except as expressly amended and modified by this Amendment, the Existing
      Purchase Agreement shall continue to be, and shall remain, in full force
      and effect in accordance with its terms.

5.    This Amendment No. 2 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.

6.    This Amendment No. 2 may be executed in one or more counterparts and by
      different parties hereto on separate counterparts, each of which, when so
      executed, shall constitute one and the same agreement.

7.    This Amendment No. 2 shall inure to the benefit of and be binding upon the
      Purchaser and the Seller under the Existing Purchase Agreement, and their
      respective successors and permitted assigns.

                     [Signatures Commence on Following Page]

<PAGE>

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

                                    SG MORTGAGE FINANCE CORP.
                                    Purchaser

                                    By:
                                       ------------------------------
                                    Name:
                                         ----------------------------
                                    Title:
                                          ---------------------------

                                    FREMONT INVESTMENT AND LOAN,
                                     Seller

                                    By:
                                       ------------------------------
                                    Name:
                                         ----------------------------
                                    Title:
                                          ---------------------------

<PAGE>

                                   EXHIBIT 14

                          FORM OF ANNUAL CERTIFICATION

      Re: The [___________________] agreement dated as of [______], 200[_] (the
      "Agreement"), among [IDENTIFY PARTIES]

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

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

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

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

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

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

<PAGE>

                                   EXHIBIT 15

               SERVICING CRITERIA TO BE ADDRESSED IN ASSESSMENT OF

                                   COMPLIANCE

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

<TABLE>
<CAPTION>
----------------------------------------------------------------------------------------------------------
                                                                                          APPLICABLE
                                                                                          SERVICING
                                              SERVICING CRITERIA                           CRITERIA
----------------------------------------------------------------------------------------------------------

     Reference                                    Criteria
----------------------------------------------------------------------------------------------------------
                                       General Servicing Considerations

<S>                  <C>                                                                   <C>
                     Policies and procedures are instituted to monitor any performance
                     or other triggers and events of default in accordance with the
1122(d)(1)(i)        transaction agreements.

                     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
1122(d)(1)(ii)       activities.

                     Any requirements in the transaction agreements to maintain a
1122(d)(1)(iii)      back-up servicer for the mortgage loans are maintained.

                     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
1122(d)(1)(iv)       transaction agreements.

                                      Cash Collection and Administration

                     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
1122(d)(2)(i)        agreements.

                     Disbursements made via wire transfer on behalf of an obligor or to
1122(d)(2)(ii)       an investor are made only by authorized personnel.

                     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
1122(d)(2)(iii)      in the transaction agreements.

                     The related accounts for the transaction, such as cash reserve
                     accounts or accounts established as a form of
                     overcollateralization, are separately maintained (e.g., with
                     respect to commingling of cash) as set forth in the transaction
1122(d)(2)(iv)       agreements.

                     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
1122(d)(2)(v)        Exchange Act.

                     Unissued checks are safeguarded so as to prevent unauthorized
1122(d)(2)(vi)       access.

                     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
1122(d)(2)(vii)      agreements.

                                      Investor Remittances and Reporting

                     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
1122(d)(3)(i)        Servicer.

                     Amounts due to investors are allocated and remitted in
                     accordance with timeframes, distribution priority and other
1122(d)(3)(ii)       terms set forth in the transaction agreements.

                     Disbursements made to an investor are posted within two business
                     days to the Servicer's investor records, or such other number of
1122(d)(3)(iii)      days specified in the transaction agreements.

                     Amounts remitted to investors per the investor reports agree with
                     cancelled checks, or other form of payment, or custodial bank
1122(d)(3)(iv)       statements.

                                          Pool Asset Administration

                     Collateral or security on mortgage loans is maintained as required
1122(d)(4)(i)        by the transaction agreements or related mortgage loan documents.

                     Mortgage loan and related documents are safeguarded as required by
1122(d)(4)(ii)       the transaction agreements

                     Any additions, removals or substitutions to the asset pool
                     are made, reviewed and approved in accordance with any
1122(d)(4)(iii)      conditions or requirements in the transaction agreements.

                     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
1122(d)(4)(iv)       loan documents.

                     The Servicer's records regarding the mortgage loans agree
                     with the Servicer's records with respect to an obligor's
1122(d)(4)(v)        unpaid principal balance.

                     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
1122(d)(4)(vi)       the transaction agreements and related pool asset documents.

                     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
1122(d)(4)(vii)      established by the transaction agreements.

                     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
1122(d)(4)(viii)     is deemed temporary (e.g., illness or unemployment).

                     Adjustments to interest rates or rates of return for
                     mortgage loans with variable rates are computed based on
1122(d)(4)(ix)       the related mortgage loan documents.

                     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
1122(d)(4)(x)        number of days specified in the transaction agreements.

                     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
1122(d)(4)(xi)       other number of days specified in the transaction
                     agreements.

                     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
1122(d)(4)(xii)      obligor's error or omission.

                     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
1122(d)(4)(xiii)     agreements.

                     Delinquencies, charge-offs and uncollectible accounts are
                     recognized and recorded in accordance with the transaction
1122(d)(4)(xiv)      agreements.

                     Any external enhancement or other support, identified in Item
                     1114(a)(1) through (3) or Item 1115 of Regulation AB, is maintained
1122(d)(4)(xv)       as set forth in the transaction agreements.
</TABLE>

[NAME OF COMPANY] [NAME OF SUBSERVICER]

Date:
      -------------------------

By:

Name:
      -------------------------
Title:
      -------------------------

<PAGE>

                                    Exhibit C

                                   EXHIBIT 15
         SERVICING CRITERIA TO BE ADDRESSED IN ASSESSMENT OF COMPLIANCE

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

<TABLE>
<CAPTION>

---------------------------------------------------------------------------------------------------
                                                                                      APPLICABLE
                                                                                       SERVICING
                                       SERVICING CRITERIA                              CRITERIA
---------------------------------------------------------------------------------------------------

   Reference                                Criteria
---------------------------------------------------------------------------------------------------

                                 General Servicing Considerations
<S>                   <C>                                                             <C>
                      Policies and procedures are instituted to monitor any
                      performance or other triggers and events of default in
1122(d)(1)(i)         accordance with the transaction agreements.                          X

                      If any material servicing activities are outsourced to
                      third parties, policies and procedures are instituted to
                      monitor the third party's performance and
1122(d)(1)(ii)        compliance with such servicing activities.                           X

                      Any requirements in the transaction agreements to
                      maintain a back-up servicer for the mortgage loans are
1122(d)(1)(iii)       maintained.

                      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                     X
1122(d)(1)(iv)        with the terms of the transaction agreements.

                                Cash Collection and Administration

                      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               X
1122(d)(2)(i)         transaction agreements.

                      Disbursements made via wire transfer on behalf of an
                      obligor or to an investor are made only by authorized
1122(d)(2)(ii)        personnel.                                                           X

                      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
1122(d)(2)(iii)       approved as specified in the transaction agreements.                 X

                      The related accounts for the transaction, such as cash
                      reserve accounts or accounts established as a form of
                      overcollateralization, are separately maintained                     X
                      (e.g., with respect to commingling of cash) as set
1122(d)(2)(iv)        forth in the transaction agreements.

                      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                   X
1122(d)(2)(v)         Exchange Act.

1122(d)(2)(vi)        Unissued checks are safeguarded so as to prevent                     X
                      unauthorized access.

                      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                X
                      items are resolved within 90 calendar days of their
                      original identification, or such other number of days
1122(d)(2)(vii)       specified in the transaction agreements.

                                Investor Remittances and Reporting

                      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                    X
                      trustee's records as to the total unpaid principal
                      balance and number of mortgage loans serviced by the
1122(d)(3)(i)         Servicer.

                      Amounts due to investors are allocated and remitted in
                      accordance with timeframes, distribution priority and
1122(d)(3)(ii)        other terms set forth in the transaction agreements.                 X

                      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                        X
1122(d)(3)(iii)       transaction agreements.

                      Amounts remitted to investors per the investor reports
                      agree with cancelled checks, or other form of payment,               X
1122(d)(3)(iv)        or custodial bank statements.

                                    Pool Asset Administration

                      Collateral or security on mortgage loans is maintained as
                      required by the transaction agreements or related mortgage
1122(d)(4)(i)         loan documents.                                                      X

                      Mortgage loan and related documents are safeguarded as               X
1122(d)(4)(ii)        required by the transaction agreements

                      Any additions, removals or substitutions to the asset pool
                      are made, reviewed and approved in accordance with any
1122(d)(4)(iii)       conditions or requirements in the transaction agreements.            X

                      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                 X
1122(d)(4)(iv)        with the related mortgage loan documents.

                      The Servicer's records regarding the mortgage loans agree
                      with the Servicer's records with respect to an obligor's             X
1122(d)(4)(v)         unpaid principal balance.

                      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                        X
1122(d)(4)(vi)        documents.

                      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                      X
1122(d)(4)(vii)       the transaction agreements.

                      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               X
                      plans in cases where delinquency is deemed temporary
1122(d)(4)(viii)      (e.g., illness or unemployment).

                      Adjustments to interest rates or rates of return for
                      mortgage loans with variable rates are computed based on
1122(d)(4)(ix)        the related mortgage loan documents.                                 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                 X
                      the related mortgage loans, or such other number of
1122(d)(4)(x)         days specified in the transaction agreements.

                      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                 X
1122(d)(4)(xi)        transaction agreements.

                      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                   X
1122(d)(4)(xii)       omission.

                      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                  X
1122(d)(4)(xiii)      days specified in the transaction agreements.

                      Delinquencies, charge-offs and uncollectible accounts
                      are recognized and recorded in accordance with the
1122(d)(4)(xiv)       transaction agreements.                                              X

                      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
1122(d)(4)(xv)        transaction agreements.

</TABLE>


[NAME OF COMPANY] [NAME OF SUBSERVICER]

Date:
     ------------------------------------


By:

   Name:
         --------------------------------
   Title:
         --------------------------------


<PAGE>

                                    Exhibit D

                      [Monthly File Layout to be attached]