EXECUTION
COPY

      


      
        

        

      

      
 

      


      


      


      


      MASTER
MORTGAGE LOAN PURCHASE AND SERVICING AGREEMENT

      


      


      


      


      


      RWT
HOLDINGS, INC.

      (Initial
Purchaser)

      


      


      


      


      CITIMORTGAGE,
INC.

      (Seller
and Servicer)

      


      


      


      Fixed
and Adjustable Rate Mortgage Loans

      


      


      Dated
and effective as of March 1, 2010

       

       

      


       

      


      


      


      
        

        

      

      
        
           


        

        
           


          
          

        

        
           


        

      


      TABLE OF CONTENTS

      


      Page

      


      
        	
                ARTICLE
      I

              	
                DEFINITIONS;
      GENERAL INTERPRETIVE PRINCIPLES

              	 
      
	 
      	 
      	 
      
	
                Section
      1.01

              	
                Definitions

              	
                1

              
	
                Section
      1.02

              	
                General
      Interpretive Principles

              	
                12

              
	 
      	 
      	 
      
	
                ARTICLE
      II

              	
                AGREEMENT
      TO PURCHASE

              	 
      
	 
      	 
      	 
      
	
                Section
      2.01

              	
                Agreement
      to Purchase

              	
                13

              
	 
      	 
      	 
      
	
                ARTICLE
      III

              	
                MORTGAGE
      LOAN SCHEDULE

              	 
      
	 
      	 
      	 
      
	
                Section
      3.01

              	
                Mortgage
      Loan Schedule

              	
                13

              
	 
      	 
      	 
      
	
                ARTICLE
      IV

              	
                PURCHASE
      PRICE

              	 
      
	 
      	 
      	 
      
	
                Section
      4.01

              	
                Purchase
      Price

              	
                13

              
	 
      	 
      	 
      
	
                ARTICLE
      V

              	
                CONVEYANCE
      OF MORTGAGE LOANS; POSSESSION OF MORTGAGE FILES; BOOKS AND RECORDS;
      DELIVERY OF MORTGAGE LOAN DOCUMENTS; TRANSFER OF MORTGAGE
      LOANS

              	 
      
	 
      	 
      	 
      
	
                Section
      5.01

              	
                Conveyance
      of Mortgage Loans; Possession of Mortgage Files

              	
                14

              
	
                Section
      5.02

              	
                Books
      and Records

              	
                15

              
	
                Section
      5.03

              	
                Delivery
      of Mortgage Loan Documents

              	
                15

              
	
                Section
      5.04

              	
                Transfer
      of Mortgage Loans

              	
                16

              
	
                Section
      5.05

              	
                Whole
      Loan Transfers or Securitization Transactions

              	
                17

              
	
                Section
      5.06

              	
                Helping
      Families Notice

              	
                19

              
	 
      	 
      	 
      
	
                ARTICLE
      VI

              	
                REPRESENTATIONS
      AND WARRANTIES; REMEDIES FOR BREACH

              	 
      
	 
      	 
      	 
      
	
                Section
      6.01

              	
                Representations
      and Warranties Regarding Individual Mortgage Loans

              	
                20

              
	
                Section
      6.02

              	
                Representations
      and Warranties Regarding Seller and Servicer

              	
                31

              
	
                Section
      6.03

              	
                Remedies
      for Breach of Representations and Warranties

              	
                32

              
	
                Section
      6.04

              	
                Repurchase
      of Mortgage Loans With Early Payment Default

              	
                35

              
	
                Section
      6.05

              	
                Purchase
      Price Protection

              	
                36

              
	 
      	 
      	 
      
	
                ARTICLE
      VII

              	
                CLOSING

              	 
      
	 
      	 
      	 
      
	
                Section
      7.01

              	
                Closing

              	
                36

              
	 
      	 
      	 
      
	
                ARTICLE
      VIII

              	
                CLOSING
      DOCUMENTS

              	 
      
	 
      	 
      	 
      
	
                Section
      8.01

              	
                Closing
      Documents

              	
                37

              
	 
      	 
      	 
      
	
                ARTICLE
      IX

              	
                COSTS

              	 
      
	 
      	 
      	 
      
	
                Section
      9.01

              	
                Costs

              	
                37

              
	 
      	 
      	 
      
	
                ARTICLE
      X

              	
                ADMINISTRATION
      AND SERVICING OF MORTGAGE LOANS

              	 
      
	 
      	 
      	 
      
	
                Section
      10.01

              	
                Servicer
      to Act as Servicer

              	
                38

              


      


      
        
           


        

        
          -i-

          
            

          

        

        
           


        

      


      TABLE
OF CONTENTS

      (continued)

      Page

       

      
        	
                Section
      10.02

              	
                Subservicing
      Agreements Between Servicer and Subservicers

              	
                39

              
	
                Section
      10.03

              	
                Successor
      Subservicers

              	
                40

              
	
                Section
      10.04

              	
                Liability
      of Servicer

              	
                40

              
	
                Section
      10.05

              	
                No
      Contractual Relationship Between Subservicers and
Purchaser

              	
                41

              
	
                Section
      10.06

              	
                Subservicing
      Accounts

              	
                41

              
	
                Section
      10.07

              	
                Liquidation
      of Mortgage Loans

              	
                42

              
	
                Section
      10.08

              	
                Collection
      of Mortgage Loan Payments

              	
                42

              
	
                Section
      10.09

              	
                Establishment
      of Custodial Account; Deposits in Custodial Account

              	
                42

              
	
                Section
      10.10

              	
                Withdrawals
      From the Custodial Account

              	
                44

              
	
                Section
      10.11

              	
                Establishment
      of Escrow Account; Deposits in Escrow Account

              	
                45

              
	
                Section
      10.12

              	
                Withdrawals
      From Escrow Account

              	
                46

              
	
                Section
      10.13

              	
                Payment
      of Taxes, Insurance and Other Charges

              	
                46

              
	
                Section
      10.14

              	
                Transfer
      of Accounts

              	
                47

              
	
                Section
      10.15

              	
                Maintenance
      of Hazard Insurance and Primary Mortgage Insurance

              	
                47

              
	
                Section
      10.16

              	
                Fidelity
      Bond; Errors and Omissions Insurance

              	
                49

              
	
                Section
      10.17

              	
                Title,
      Management and Disposition of REO Property

              	
                49

              
	
                Section
      10.18

              	
                Regulation
      AB

              	
                51

              
	 
      	 
      	 
      
	
                ARTICLE
      XI

              	
                PAYMENTS
      TO PURCHASER

              	 
      
	 
      	 
      	 
      
	
                Section
      11.01

              	
                Distributions

              	
                51

              
	
                Section
      11.02

              	
                Statements
      to Purchaser

              	
                52

              
	
                Section
      11.03

              	
                Advances
      by Servicer

              	
                52

              
	 
      	 
      	 
      
	
                ARTICLE
      XII

              	
                GENERAL
      SERVICING PROCEDURE

              	 
      
	 
      	 
      	 
      
	
                Section
      12.01

              	
                Assumption
      Agreements

              	
                53

              
	
                Section
      12.02

              	
                Satisfaction
      of Mortgages and Release of Mortgage Files

              	
                53

              
	
                Section
      12.03

              	
                Servicing
      Compensation

              	
                54

              
	
                Section
      12.04

              	
                Purchaser’s
      Right to Examine Servicer Records

              	
                54

              
	
                Section
      12.05

              	
                Servicer
      Shall Provide Access/Information as Reasonably Required

              	
                54

              
	
                Section
      12.06

              	
                Inspections

              	
                55

              
	
                Section
      12.07

              	
                Restoration
      of Mortgaged Property

              	
                55

              
	
                Section
      12.08

              	
                Fair
      Credit Reporting Act

              	
                55

              
	 
      	 
      	 
      
	
                ARTICLE
      XIII

              	
                SERVICER

              	 
      
	 
      	 
      	 
      
	
                Section
      13.01

              	
                Indemnification;
      Third Party Claims

              	
                56

              
	
                Section
      13.02

              	
                Merger
      or Consolidation of Servicer

              	
                56

              
	
                Section
      13.03

              	
                Limitation
      on Liability of Servicer and Others

              	
                56

              
	
                Section
      13.04

              	
                Seller
      and Servicer Not to Resign

              	
                57

              


      


      
        
           


        

        
          -ii-

          
            

          

        

        
           


        

      


      TABLE
OF CONTENTS

      (continued)

      Page

       

      
        	
                ARTICLE
      XIV

              	
                DEFAULT

              	 
      
	 
      	 
      	 
      
	
                Section
      14.01

              	
                Events
      of Default

              	
                57

              
	
                Section
      14.02

              	
                Waiver
      of Defaults

              	
                58

              
	 
      	 
      	 
      
	
                ARTICLE
      XV

              	
                TERMINATION

              	 
      
	 
      	 
      	 
      
	
                Section
      15.01

              	
                Termination

              	
                59

              
	
                Section
      15.02

              	
                Termination
      Payments

              	
                59

              
	 
      	 
      	 
      
	
                ARTICLE
      XVI

              	
                MISCELLANEOUS
      PROVISIONS

              	 
      
	 
      	 
      	 
      
	
                Section
      16.01

              	
                Successor
      to Servicer

              	
                59

              
	
                Section
      16.02

              	
                Amendment

              	
                60

              
	
                Section
      16.03

              	
                Recordation
      of Agreement

              	
                60

              
	
                Section
      16.04

              	
                Duration
      of Agreement

              	
                61

              
	
                Section
      16.05

              	
                Governing
      Law; Choice of Forum; Waiver of Jury Trial; Arbitration

              	
                61

              
	
                Section
      16.06

              	
                Notices

              	
                61

              
	
                Section
      16.07

              	
                Severability
      of Provisions

              	
                61

              
	
                Section
      16.08

              	
                No
      Partnership

              	
                62

              
	
                Section
      16.09

              	
                Execution;
      Successors and Assigns

              	
                62

              
	
                Section
      16.10

              	
                Further
      Assurances

              	
                62

              


      

       

      
        	
                EXHIBIT
      A

              	
                CONTENTS
      OF MORTGAGE FILES

              


      

      
        	
                EXHIBIT
      B

              	
                CUSTODIAL
      ACCOUNT CERTIFICATION

              


      

      
        	
                EXHIBIT
      C

              	
                CUSTODIAL
      ACCOUNT LETTER AGREEMENT

              


      

      
        	
                EXHIBIT
      D

              	
                REO
      ACCOUNT CERTIFICATION

              


      

      
        	
                EXHIBIT
      E

              	
                REO
      ACCOUNT LETTER AGREEMENT

              


      

      
        	
                EXHIBIT
      F

              	
                TERM
      SHEET

              


      

      
        	
                EXHIBIT
      G

              	
                ASSIGNMENT,
      ASSUMPTION AND RECOGNITION
AGREEMENT

              


      

      
        	
                EXHIBIT
      H

              	
                MORTGAGE
      LOAN DOCUMENTS

              


      

      
        	
                EXHIBIT
      I

              	
                FORM
      OF OFFICER’S CERTIFICATE

              


      

      
        	
                EXHIBIT
      J

              	
                MONTHLY
      REPORT

              


      

      
        	
                EXHIBIT
      K

              	
                WHOLE
      LOAN TRANSFER INFORMATION

              


      

      
        	
                EXHIBIT
      L

              	
                FORM
      OF COMMITMENT LETTER

              


      

      
        	
                EXHIBIT
      M

              	
                FORM
      OF BAILEE AGREEMENT

              


      

      
        	
                EXHIBIT
      N

              	
                REGULATION
      AB REQUIREMENTS

              


      

      
        	
                EXHIBIT
      O

              	
                MORTGAGE
      LOAN SCHEDULE

              


      

      
        	
                EXHIBIT
      P

              	
                FORM
      OF NOTICE OF SALE OF OWNERSHIP OF MORTGAGE
LOAN

              


      

      


      
        	
                ATTACHMENT
      1

              	
                FORM
      OF ANNUAL CERTIFICATION

              


      

      
        	
                ATTACHMENT
      2

              	
                SERVICING
      CRITERIA TO BE ADDRESSED IN ASSESSMENT OF
  COMPLIANCE

              


      

       

      
        
           


        

        
          -iii-

          
            

          

        

        
           


        

      


      MORTGAGE LOAN PURCHASE AND
SERVICING AGREEMENT

      


      


      This is a Master Mortgage Loan Purchase
and Servicing Agreement (the “Agreement”), dated and effective as of March 1,
2010, by and between RWT HOLDINGS, INC., (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 CITIMORTGAGE, INC., as seller (in such capacity, the “Seller”)
and as servicer (in such capacity, the “Servicer”).

      


      WITNESSETH:

      


      WHEREAS, Purchaser has agreed to
purchase, from time to time, from Seller, and Seller has agreed to sell, from
time to time, to Purchaser, certain mortgage loans (the “Mortgage Loans”) on a
non-recourse, servicing retained basis, and which shall be delivered as whole
loans on the date provided herein (each a “Closing Date”);

      


      WHEREAS, Each Mortgage Loan is secured
by a mortgage, deed of trust or other instrument creating a first lien on a
residential dwelling located in the jurisdiction indicated on the Mortgage Loan
Schedule to be provided to Purchaser on the Closing Date; and

      


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

      


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

      


      ARTICLE
I

      


      DEFINITIONS; GENERAL
INTERPRETIVE PRINCIPLES

      


      Section
1.01  Definitions.

      


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

      


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

      


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

      



      
        
           


        

        
           


          
            

          

        

        
           


        

      


      Agency
Transfer:  The sale or transfer by the Purchaser of some or all
of the Mortgage Loans to Fannie Mae or Freddie Mac while retaining Servicer as
servicer.

      


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

      


      Appraised
Value:  With respect to any Mortgaged Property, the lesser of
(i) the value (or the lowest value if more than one appraisal is received)
thereof as determined by a Qualified Appraiser at the time of origination of the
Mortgage Loan, and (ii) the purchase price paid for the related Mortgaged
Property by the Mortgagor with the proceeds of the Mortgage Loan; provided,
however, that in the case of a Refinanced Mortgage Loan, such value (or the
lowest value if more than one appraisal is received) of the Mortgaged Property
is based solely upon the value determined by an appraisal or appraisals made for
the originator of such Refinanced Mortgage Loan at the time of origination of
such Refinanced Mortgage Loan by a Qualified Appraiser.

      


      Arbitration:  Arbitration
in accordance with the then governing Complex Arbitration Procedures of the
American Arbitration Association (“AAA”), which shall be conducted in New York,
New York or other place mutually acceptable to the parties to the
arbitration.

       

      Arbitrator:  A
person who is not affiliated with the Seller, Servicer or Purchaser who is a
member of the American Arbitration Association and who is an attorney with
consumer finance experience.

      


      ASF RMBS Disclosure
Package:  The ASF RMBS Disclosure Package issued by the
American Securitization Forum on July 15, 2009, as revised from time to
time.

      


      Assignment of
Mortgage:  An assignment of the Mortgage, notice of transfer or
equivalent instrument, in recordable form, that when properly completed and
recorded, is sufficient under the laws of the jurisdiction wherein the related
Mortgaged Property is located to reflect of record the sale of the Mortgage Loan
to Purchaser.

      


      Business
Day:  Any day
other than (i) a Saturday or a Sunday, or (ii) a legal holiday in the State of
New York, the State of
Missouri or the State of
California, or (iii) a day on which banks in the State of New York, the State of Missouri or the State of California are
authorized or obligated by law or executive order to be
closed.

      


      Citibank:  Citibank,
NA and any successors or assigns.

      


      Closing
Date:  The date or dates on which the Purchaser from time to
time shall purchase and the Seller from time to time shall sell to the
Purchaser, the Mortgage Loans listed on the related Mortgage Loan Schedule or
such other date as may be mutually agreed to by Seller and
Purchaser.

      


      Closing
Documents:  With respect to any Closing Date, the documents
required pursuant to Section 8.01.

      


      CLTV:  Combined
Loan-to-Value Ratio.

      



      
        
           


        

        
          2

          
            

          

        

        
           


        

      


      Commitment
Letter:  With respect to the Mortgage Loan Package purchased
and sold on any Closing Date, the letter agreement between the Purchaser and the
Seller, in the form annexed hereto as Exhibit L (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.

      


      Complex Arbitration
Procedures: As defined in Section 6.03(c).

      


      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.

      


      Credit
Score:  The credit score, obtained at origination or such other
time by the Seller, for each Mortgage Loan shall be (i) the lesser credit score
if two credit scores are obtained or (ii) the middle credit score if three
credit scores are obtained.  When there is more than one applicant,
the lowest of the applicants’ Credit Scores will be used based on the
methodology set forth in the previous sentence.  There is only one (1)
score for any Mortgage Loan regardless of the number of borrowers and/or
applicants.

      


      Custodial
Account:  The separate account or accounts created and
maintained pursuant to Section 10.09.

      


      Customary Servicing
Procedures:  Procedures (including collection procedures) that
Servicer customarily employs and exercises in servicing and administering
mortgage loans for its own account and which are in accordance with accepted
mortgage servicing practices of prudent lending institutions for comparable
mortgage loans and with the Fannie Mae Guides.

      


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

      


      Deleted Mortgage
Loan:  A Mortgage Loan replaced or to be replaced with a
Qualified Substitute Mortgage Loan in accordance with this
Agreement.

      


      Determination
Date:  The sixteenth (16th) day of
each month, commencing on the (16th)
sixteenth (16th) day of
the month next following the month in which the related Cut-off Date occurs, or
if such sixteenth (16th) day is
not a Business Day, the Business Day following such sixteenth (16th)
day.

      


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

      


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

      



      
        
           


        

        
          3

          
            

          

        

        
           


        

      


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

      


      (i)           direct obligations of, and obligations
fully guaranteed by the United States of America or any agency or
instrumentality of the United States of America the obligations of which are
backed by the full faith and credit of the United States of
America;

      


      (ii)           (a) demand or time deposits, federal funds
or bankers’ acceptances issued by any depository
institution or trust company incorporated under the laws of the United States of
America or any state thereof and subject to supervision and examination by
federal and/or state banking authorities, provided that the commercial paper
and/or the short-term deposit rating and/or the long-term unsecured debt
obligations or deposits of such depository institution or trust company at the
time of such investment or contractual commitment providing for such investment
are rated in one of the two highest rating categories by each Rating Agency and
(b) any other demand or time deposit or certificate of deposit that is fully
insured by the FDIC;

      


      (iii)           repurchase obligations with a term not
to exceed thirty (30) days and with respect to (a) any security described in
clause (i)  above and entered into with a depository institution or
trust company (acting as principal) described in clause (ii)(a)
above;

      


      (iv)           securities bearing interest or sold at a
discount issued by any corporation incorporated under the laws of the United
States of America or any state thereof that are rated in one of the two highest
rating categories by each Rating Agency at the time of such investment or
contractual commitment providing for such investment; provided, however, that
securities issued by any particular corporation will not be Eligible Investments
to the extent that investments therein will cause the then outstanding principal
amount of securities issued by such corporation and held as Eligible Investments
to exceed 10% of the aggregate outstanding principal balances of all of the
Mortgage Loans and Eligible Investments;

      


      (v)           commercial paper (including both
non-interest-bearing discount obligations and interest-bearing obligations
payable on demand or on a specified date not more than one year after the date
of issuance thereof) which are rated in one of the two highest rating categories
by each Rating Agency at the time of such investment;

      


      (vi)           any other demand, money market or time
deposit, obligation, security or investment as may be acceptable to each Rating
Agency as evidenced in writing by each Rating Agency; and

      


      (vii)           any money market funds the collateral of
which consists of obligations fully guaranteed by the United States of America
or any agency or instrumentality of the United States of America the obligations
of which are backed by the full faith and credit of the United States of America
(which may include repurchase obligations secured by collateral described in
clause (i)) and which money market funds are rated in one of the two highest
rating categories by each Rating Agency.

      



      
        
           


        

        
          4

          
            

          

        

        
           


        

      


      provided, however, that no
instrument or security shall be an Eligible Investment if such instrument or
security evidences a right to receive only interest payments with respect to the
obligations underlying such instrument or if such security provides for payment
of both principal and interest with a yield to maturity in excess of 120% of the
yield to maturity at par or if such instrument or security is purchased at a
price greater than par.

      


      Escrow
Account:  The separate account or accounts created and
maintained pursuant to Section 10.11.

      


      Escrow
Payments:  The amounts constituting ground rents, taxes,
assessments, water rates, mortgage insurance premiums, fire and hazard insurance
premiums and other payments required to be escrowed by the Mortgagor with the
mortgagee pursuant to any Mortgage Loan.

      


      Event of
Default:  Any one of the conditions or circumstances enumerated
in Section 14.01.

      


      Fannie
Mae:  Fannie Mae or any successor organization.

      


      Fannie Mae
Guides:  The Fannie Mae Sellers’ Guide and the Fannie Mae
Servicers’ Guide, any waivers obtained by the Seller and/or Servicer and all
amendments or additions thereto in effect on and after the related Closing
Date.

      


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

      


      FDPA:  The
Flood Disaster Protection Act of 1973, as amended.

       

      FHA:  The
Federal Housing Administration.

      


      FHFA:  The
Federal Housing Finance Agency.

      


      Fidelity
Bond:  A fidelity bond required to be obtained by Servicer
pursuant to Section 10.16.

      


      FIRREA:  The
Financial Institutions Reform, Recovery, and Enforcement Act of 1989, as amended
and in effect from time to time.

      


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

      


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

      



      
        
           


        

        
          5

          
            

          

        

        
           


        

      


      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.

      


      Helping Families
Act:  As defined in Section 5.06.

      


      Home Valuation Code of
Conduct: The Home Valuation Code of Conduct effective as of May 1, 2009,
as amended and in effect from time to time.

      


      Index:  With
respect to any Adjustable Rate Mortgage Loan, a rate per annum to which the
Gross Margin is added on each Adjustment Date to determine the new Mortgage
Interest Rate for such Mortgage Loan.

      


      Initial Rate
Cap:  With respect to each Adjustable Rate Mortgage Loan and
the initial Adjustment Date therefor, a number of percentage points per annum
that is set forth in the 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 or decrease from the Mortgage
Interest Rate in effect immediately prior to such Adjustment Date.

      


      Initial
Purchaser:  RWT Holdings, Inc., its successors and assigns, as
initial purchaser of the Mortgage Loans hereunder.

      


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

      


      Lifetime
Rate Cap:  As to
each Adjustable Rate Mortgage Loan, the maximum Mortgage Interest Rate which
shall be as permitted in accordance with the provisions of the related Mortgage
Note.

      


      Liquidating
Loan:  A Mortgage Loan as to which, prior to the close of
business on the Business Day next preceding the Due Date, (a) has become an REO
Property or (b) Servicer and the Mortgagor have agreed in writing that Servicer
will accept a deed to the related Mortgaged Property in lieu of foreclosure in
whole or partial satisfaction of the Mortgage Loan.

      


      Liquidation
Proceeds:  Cash (other than REO Disposition Proceeds) received
in connection with the liquidation of a defaulted Mortgage Loan, whether through
the sale or assignment of the Mortgage Loan, trustee’s sale, foreclosure sale or
otherwise.

      


      Loan-to-Value Ratio
or LTV:  With
respect to any Mortgage Loan, the original principal balance of such Mortgage
Loan divided by the Appraised Value of the related Mortgaged
Property.

      


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

      



      
        
           


        

        
          6

          
            

          

        

        
           


        

      


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

       

      MERS:  Mortgage
Electronic Registration Systems, Inc., a corporation organized and existing
under the laws of the State of Delaware, or any successor thereto.

      


      MERS
Loan:  Any Mortgage Loan registered with MERS on the MERS
System.

      


      MERS®
System:  The electronic system of recording transfers of
mortgages maintained by the Mortgage Electronic Registration Systems, Inc. or
any successor or assigns thereof.

      


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

      


      Monthly
Payment:  With respect to any Mortgage Loan, the scheduled
combined payment of principal and interest payable by a Mortgagor under the
related Mortgage Note on each Due Date.

      


      Mortgage:  The
mortgage, deed of trust or other instrument creating a first lien on, or first
priority ownership interest in, an estate in fee simple in real property
securing a Mortgage Note, including any rider incorporated by reference
therein.

      


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

      


      Mortgage
File:  In connection with a particular Mortgage Loan, all
documents involved in the origination, underwriting (including documented
compensating factors pertaining to exceptions which may be housed electronically
on the originations system and available to Purchaser upon request within five
(5) Business Days) and servicing of such Mortgage Loan, including but not
limited to the documents specified in Exhibit A hereto and any additional
documents required to be added to the Mortgage File pursuant to this
Agreement.

      


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

      



      
        
           


        

        
          7

          
            

          

        

        
           


        

      


      Mortgage
Loan:  An individual mortgage loan which is the subject of this
Agreement, each mortgage loan originally sold and subject to this Agreement
being identified on the Mortgage Loan Schedule.  The term Mortgage
Loan includes, without limitation, the contents of the Mortgage File, the
Monthly Payments, Principal Prepayments, Liquidation Proceeds, insurance
proceeds, condemnation proceeds, REO Disposition Proceeds and all other rights,
benefits, proceeds and obligations arising from or in connection with such
Mortgage Loan.

      


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

      


      Mortgage Loan
Package:  The Mortgage Loans listed on a Mortgage Loan
Schedule, delivered to the Purchaser on the related Closing Date.

      


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

      


      Mortgage Loan
Schedule:  With respect to each Mortgage Loan Package, the
schedule of Mortgage Loans to be delivered on the related Closing Date, such
schedule setting forth the information with respect to each Mortgage Loan
included on Exhibit O hereto.  To the extent Seller implements the ASF
RMBS Disclosure Package during the term of this Agreement, Seller will provide
the information with respect to each Mortgage Loan included in the ASF RMBS
Disclosure Package in lieu of Exhibit O on Closing Dates following such
implementation.

      


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

      


      Mortgaged
Property:  The real property securing repayment of the debt
evidenced by a Mortgage Note, consisting of a single parcel of property
considered to be real estate under the law of the state in which it is located
improved by a residential dwelling.

      


      Mortgagor:  The
obligor on a Mortgage Note.

      


      Officers’
Certificate:  A certificate signed by the Chairman of the Board
or the Vice Chairman of the Board or the President, a Senior Vice President or a
Vice President and by the Treasurer or the Secretary or one of the Assistant
Treasurers or Assistant Secretaries of Seller or Servicer, or by other duly
authorized officers or agents of Seller or Servicer and delivered to Purchaser
as required by this Agreement.

      


      Opinion of
Counsel:  A written opinion of counsel.

      



      
        
           


        

        
          8

          
            

          

        

        
           


        

      


      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 Note, which is the maximum amount by which the
Mortgage Interest Rate for such Mortgage Loan may increase (without regard to
the Maximum Mortgage Interest Rate) or decrease (without regard to the Minimum
Mortgage Interest Rate) on such Adjustment Date from the Mortgage Interest Rate
in effect immediately prior to such Adjustment Date.

      


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

      


      Primary
Mortgage Insurance Policy:  A policy of primary
mortgage guaranty insurance.

      


      Principal
Prepayment:  Any payment or other recovery of principal on a
Mortgage Loan which is received in advance of its scheduled Due Date and 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 calculated as provided in
Section 4.

      


      Purchase Price
Percentage:  The purchase price percentage pursuant to the
related Commitment Letter in exchange for the Mortgage Loans purchased on such
Closing Date.

      


      Purchaser:  The
Initial Purchaser and any subsequent permitted holder or holders of the Mortgage
Loans.

      


      Qualified
Appraiser:  With respect to each Mortgage Loan, an appraiser,
duly appointed by the originator, who had no interest, direct or indirect in the
Mortgaged Property or in any loan made on the security thereof, and whose
compensation is not affected by the approval or disapproval of the Mortgage
Loan, and such appraiser and the appraisal made by such appraiser both satisfy
the requirements of Fannie Mae or Freddie Mac (including but not limited to the
Home Valuation Code of Conduct with respect to conventional Mortgage Loans) and
Title XI of FIRREA and the regulations promulgated thereunder, all as in effect
on the date the Mortgage Loan was originated.

      


      Qualified
Insurer:  Any insurer acceptable to Servicer and qualified to
do business in the state in which any related Mortgaged Property is
located.

      


      Qualified Substitute
Mortgage Loan:  A mortgage loan substituted by Seller for a
Deleted Mortgage Loan which must, on the date of such substitution, (a) have an
outstanding principal balance, after deduction of all scheduled payments due in
the month of substitution (or in the case of a substitution of more than one
mortgage loan for a Deleted Mortgage Loan, an aggregate principal balance), not
in excess of the Stated Principal Balance of the Deleted Mortgage Loan (the
amount of any shortfall will be paid by Seller and distributed to Purchaser in
the month of substitution), (b) have a Mortgage Interest Rate equal to the
Mortgage Interest Rate of the Deleted Mortgage Loan or in the case of an
Adjustable Rate Mortgage Loan, have the same index, a margin that is not less
than the margin of the Deleted Mortgage Loan and Adjustment Dates that are of
the same frequency as that of the Deleted Mortgage Loan, (c) have a remaining
term to maturity not greater than (and not more than one year less than) that of
the Deleted Mortgage Loan, (d) have a LTV at origination no greater than that of
the Deleted Mortgage Loan and (e) comply as of the date of substitution with
each representation and warranty set forth in Section 6.01.

      



      
        
           


        

        
          9

          
            

          

        

        
           


        

      


      


      


      Rating
Agencies:  Standard & Poor’s Ratings Services, a division
of The McGraw- Hill Companies, Inc., Moody’s Investors Service, Inc., Fitch,
Inc. or, in the event that some or all ownership of the Mortgage Loans is
evidenced by mortgage-backed securities, the nationally recognized rating
agencies issuing ratings with respect to such securities, if any.

      


      Reconciled Market
Value:  With respect to an REO Property, the estimated market
value of the REO Property that is reasonably determined by the Servicer based on
different results obtained from different permitted valuation methods or at
different time periods, all in accordance with Customary Servicing
Procedures.

      


      Record
Date:  The close of business of the last Business Day of the
month preceding the month of the related Remittance Date.

      


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

      


      REMIC:  A
“real estate mortgage investment conduit” within the meaning of Section 860D of
the Internal Revenue Code of 1986.

      


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

      


      REO
Account:  The account or accounts maintained pursuant to
Section 10.17.

      


      REO
Disposition:  The final sale by Servicer of a Mortgaged
Property acquired by Servicer in foreclosure or by deed in lieu of
foreclosure.

      


      REO Disposition
Proceeds:  All amounts received with respect to an REO
Disposition pursuant to Section 10.17.

      


      REO
Property:  A Mortgaged Property acquired by Servicer through
foreclosure or deed in lieu of foreclosure, as described in Section
10.17.

      


      Repurchase
Price:  With respect to any Mortgage Loan, (i) (a) for the
first twelve (12) months after the related Closing Date, a price equal to the
product of the Stated Principal Balance of such Mortgage Loan and the Purchase
Price Percentage as stated in the related Commitment Letter and (b) after first
twelve (12) months after the related Closing Date, a price equal to the product
of the Stated Principal Balance of such Mortgage Loan and 100% plus (ii)
interest on such Stated Principal Balance at the Mortgage Interest Rate from and
including the last Due Date through which interest has been paid by or on behalf
of the Mortgagor through the date of repurchase, less amounts received in
respect of such repurchased Mortgage Loan which are being held in the Custodial
Account for distribution in connection with such Mortgage Loan.

      



      
        
           


        

        
          10

          
            

          

        

        
           


        

      


      Securitization
Transaction:  Any
transaction involving either (1) a sale or other transfer of some or all of the
Mortgage Loans directly or indirectly by the Purchaser 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:  CitiMortgage,
Inc., its successors and assigns, as seller of the Mortgage Loans
hereunder.

      


      Servicer:  CitiMortgage,
Inc., its successors and assigns, as servicer under this Agreement.

      


      Servicing
Advances:  All customary, reasonable and necessary
out-of-pocket costs and expenses incurred in the performance by Servicer of its
servicing obligations, including, but not limited to, the cost of (a) the
inspection, preservation, restoration and protection of the Mortgaged Property,
(b) any enforcement or judicial proceedings, including foreclosures, (c) the
management and liquidation of the Mortgaged Property if the Mortgaged Property
is acquired in satisfaction of the Mortgage and (d) compliance with the
obligations under Section 10.13.

      


      Servicing
Fee:  With respect to each Mortgage Loan, the amount of the
annual fee Purchaser shall pay to Servicer, which shall, for each month, be
equal to one-twelfth of the product of (a) the Servicing Fee Rate and (b) the
outstanding principal balance of such Mortgage Loan.  Such fee shall
be payable monthly, computed on the basis of the same principal amount and
period respecting which any related interest payment on a Mortgage Loan is
computed.  The obligation of 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 Section 10.10) of related Monthly Payments collected by
Servicer, or as otherwise provided under Section 10.10.

      


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

      


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

      



      
        
           


        

        
          11

          
            

          

        

        
           


        

      


      Subservicer:  Any
mortgage loan servicing institution other than Servicer which is responsible for
the servicing and administration of any Mortgage Loan or any successor appointed
pursuant to any Subservicing Agreement.

      


      Subservicing
Account:  As defined in Section 10.06.

      


      Subservicing
Agreement:  Each agreement providing for the servicing of any
of the Mortgage Loans by a Subservicer.

      


      Subservicing
Fee:  As to each Mortgage Loan, the monthly fee payable to the
Subservicer, paid by Servicer from its Servicing Fee.

      


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

      


      Underwriting
Guidelines:  As to each Mortgage Loan Package, the Seller’s
written underwriting guidelines in effect as of the origination date of such
Mortgage Loans, attached hereto as Exhibit 3, as may be
updated and incorporated into Exhibit 3 from time
to time by attaching such updates to the Term Sheet.

      


      USPAP:  The
Uniform Standards of Professional Appraisal Practice, as amended and in effect
from time to time.

      


      VA:  The
U.S. Department of Veterans Affairs.

      


      Whole Loan
Transfer:  Any
sale or transfer by the Purchaser of some or all of the Mortgage Loans
(including an Agency Transfer), other than a Securitization
Transaction.

      


      Section
1.02  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;

              


      

      



      
        
           


        

        
          12

          
            

          

        

        
           


        

      


      
        	
                 
      

              	
                (d)

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

              


      

      


      
        	
                 
      

              	
                (e)

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

              


      

      


      
        	
                 
      

              	
                (f)

              	
                the
      term “include” or “including” shall mean without limitation by reason of
      enumeration; and

              


      

      


      
        	
                 
      

              	
                (g)

              	
                the
      headings of the various articles, sections, subsections and paragraphs of
      this Agreement and the table of contents are for convenience of reference
      only and shall not modify, define, expand or limit any of the terms or
      provisions hereof.

              


      

      


      ARTICLE
II

      


      AGREEMENT TO
PURCHASE

      


      Section
2.01  Agreement to
Purchase.

      


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

      


      ARTICLE
III

      


      MORTGAGE LOAN
SCHEDULE

      


      Section
3.01  Mortgage Loan
Schedule.

      


      Seller shall deliver the Mortgage Loan
Schedule to Purchaser at least one (1) Business Day prior to the applicable
Closing Date.

      


      ARTICLE
IV

      


      PURCHASE
PRICE

      


      Section
4.01  Purchase
Price.

      


      The
Purchase Price for each Mortgage Loan listed on the related Mortgage Loan
Schedule shall be the percentage of par as stated in the related Commitment
Letter (subject to adjustment as provided therein), multiplied by its Stated
Principal Balance as of the related Cut-off Date.  If so provided in
the related Commitment Letter, portions of the Mortgage Loans shall be priced
separately.  In addition to the Purchase Price as described above, the
Purchaser shall pay to the Seller, at closing, accrued interest on the Stated
Principal Balance of each Mortgage Loan as of the related Cut-off Date at its
Mortgage Interest Rate from the related Cut-off Date through the day prior to
the related Closing Date, both inclusive, less the Servicing Fee, pro rated on
the basis of a 30-day month.

      



      
        
           


        

        
          13

          
            

          

        

        
           


        

      


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

      


      ARTICLE
V

      


      CONVEYANCE OF MORTGAGE
LOANS; POSSESSION OF MORTGAGE FILES;

      BOOKS AND RECORDS; DELIVERY
OF MORTGAGE

      LOAN DOCUMENTS; TRANSFER OF
MORTGAGE LOANS

      


      Section
5.01  Conveyance of Mortgage
Loans; Possession of Mortgage Files.

      


      The Seller, simultaneously with the
payment of the Purchase Price, shall execute and deliver to the Purchaser a Term
Sheet with respect to the related Mortgage Loan Package in the form attached
hereto as Exhibit F.  Any documentation 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 contents of each Mortgage
File not delivered to Purchaser are and shall be held in trust by Servicer for
the benefit of Purchaser as the owner thereof and Servicer’s possession of the
portion of each Mortgage File so retained is for the sole purpose of servicing
the related Mortgage Loan, and such retention and possession by Servicer is in a
custodial capacity only.  Upon the purchase of the Mortgage Loans, the
ownership of each Mortgage Note, Mortgage and each related Mortgage File is
vested in Purchaser and the ownership of all records and documents with respect
to each related Mortgage Loan prepared by or which come into the possession of
Seller or Servicer shall immediately vest in Purchaser.  Originals or
copies of all documents listed on Exhibit A hereto and comprising the Mortgage
File, other than the Mortgage Loan Documents, shall be delivered to the
Purchaser or the custodian appointed by the Purchaser on or prior to the Closing
Date.  Originals of the contents of each Mortgage File not delivered
to the Purchaser or its designee shall be retained and maintained, in trust, by
Servicer in a custodial capacity only.  The portion of each Mortgage
File so retained shall be appropriately marked to clearly reflect the sale of
the related Mortgage Loan to Purchaser.  Servicer shall release from
its custody the contents of any Mortgage File retained by it only in accordance
with written instructions from Purchaser, unless such release is required as
incidental to Servicer’s servicing of the Mortgage Loans or is in connection
with a repurchase of any Mortgage Loan pursuant to Section 6.03.

      



      
        
           


        

        
          14

          
            

          

        

        
           


        

      


      Section
5.02  Books
and Records.

      


      All rights arising out of the Mortgage
Loans including, but not limited to, all funds received on or in connection with
a Mortgage Loan shall be held by Seller in trust for the benefit of Purchaser as
the owner of the Mortgage Loans.

      


      The sale of each Mortgage Loan shall be
reflected on Seller’s balance sheet and other financial statements as a sale of
assets by Seller.  Seller shall be responsible for maintaining, and
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
Purchaser in Seller’s computer system.

      


      Section
5.03  Delivery of Mortgage Loan
Documents.

      


      Seller shall deliver to Purchaser’s
custodian the Mortgage Loan Documents as required by Exhibit H hereto for each
Mortgage Loan no later than four (4) Business Days prior to the Closing Date
under the bailee agreement in the form of Exhibit M attached
hereto.

      


      Seller shall forward to Purchaser or
its designee, 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
Seller shall provide Purchaser or its designee, with a certified true copy of
any such document submitted for recordation within two (2) weeks of its
execution, and shall provide the original of any document submitted for
recordation or a copy of such document certified by the appropriate public
recording office to be a true and complete copy of the original within 270 days
of its submission for recordation.  In the event Seller cannot deliver
the original of such documents submitted for recording due to a delay by the
recording office in the applicable jurisdiction, Seller shall instead deliver a
recording receipt of such recording office or, if such recording receipt is not
available, an Officer’s Certificate from Seller confirming that such documents
have been accepted for recording.  Any such document shall be
delivered to Purchaser or its designee promptly upon receipt thereof from the
related recording office.

      


      From time to time Servicer shall have
the right to request from the custodian appointed by the Purchaser, as soon as
practicable following receipt of a written request from Servicer and at no
expense to Servicer, any Mortgage Loan Document needed by Servicer in connection
with the servicing of a Mortgage Loan.  Servicer’s request for the
release of a Mortgage Loan Document shall specify in reasonable detail the
reason for Servicer’s request.  During the time that any such Mortgage
Loan Document is in the possession of Servicer, such possession shall be deemed
to be in trust for the benefit of Purchaser and Servicer shall promptly return
to Purchaser or its designee any Mortgage Loan Document so released when
Servicer’s need for such Mortgage Loan Document no longer
exists.  Purchaser shall indemnify and hold Seller harmless against
any and all claims, losses, damages, penalties, fines, forfeitures, reasonable
and necessary legal fees and related costs, judgments, and any other costs, fees
and expenses that Servicer may sustain in connection with any third party claim
in any way related to Purchaser’s or its custodian’s failure to release, in a
timely manner, the Mortgage Loan Documents requested by
Servicer.  Purchaser shall pay all costs, fees and expenses in
connection with the possession of the Mortgage Loan Documents.

      



      
        
           


        

        
          15

          
            

          

        

        
           


        

      


      Purchaser shall provide Seller with
written notice at least fifteen (15) days prior to any transfer of the Mortgage
Loan Documents.

      


      If Seller cannot deliver the original
recorded Mortgage Loan Documents on the related Closing Date, Seller shall,
promptly upon receipt thereof and in any case not later than 120 days from the
Closing Date, deliver such original recorded documents to the Purchaser or its
designee (unless Seller is delayed in making such delivery by reason of the fact
that such documents shall not have been returned by the appropriate recording
office).  If delivery is not completed within 120 days of the related
Closing Date solely because such documents shall not have been returned by
the appropriate recording
office, Seller shall
deliver such document to Purchaser, or its designee, within such time period as
specified in a Seller’s Officer’s Certificate.  In the event
that documents have not been received by the date specified in the
Seller’s Officer’s Certificate, a subsequent
Seller’s Officer’s Certificate shall be delivered by such
date specified in the prior Seller’s Officer’s Certificate, stating a revised date
for receipt of documentation.  The procedure shall be repeated until
the documents have been received and delivered.  The Seller shall use
its best efforts to effect delivery of all delayed recorded documents within 180
days of the related Closing Date.

      


      Any review by the Purchaser or its
designee of the Mortgage Files shall in no way alter or reduce the
Seller’s obligations
hereunder.

      


      If the
Purchaser or its designee discovers any defect that is a breach of a
representation or warranty contained in Section 6.01 or Section 6.02 herein with
respect to any document constituting part of a Mortgage File, the Purchaser
shall, or shall cause its designee to, give written specification of such defect
to the Seller and the Seller shall cure or repurchase such Mortgage Loan in the
manner set forth in Section 6.03.

      


      Section
5.04  Transfer of Mortgage
Loans.

      


      The Initial Purchaser shall have the
right, without the consent of Seller or Servicer, to assign its interest under
this Agreement with respect to all or some of the Mortgage Loans, and designate
any person to exercise any rights of Purchaser hereunder, and the assignee or
designee shall accede to the rights and obligations hereunder of Purchaser with
respect to such Mortgage Loans; provided, however, that neither Seller nor
Servicer shall be required to recognize any assignment to the extent that it
would result in Mortgage Loans being serviced for more than three (3) Purchasers
hereunder. All references to Purchaser shall be deemed to include its assignee
or designee.

      



      
        
           


        

        
          16

          
            

          

        

        
           


        

      


      Servicer shall keep at its servicing
office books and records in which, subject to such reasonable regulations as it
may prescribe, Servicer shall note transfers of the Mortgage
Loans.  No transfer of the Mortgage Loans may be made unless such
transfer is in compliance with the terms hereof.  For the purposes of
this Agreement, Servicer shall be under no obligation to deal with any person
with respect to this Agreement or the Mortgage Loans unless the books and
records show such person as Purchaser of the Mortgage
Loans.  Purchaser may, subject to the terms of this Agreement, sell
and transfer, in whole or in part, the Mortgage Loans, provided that no such
sale and transfer shall be binding upon Servicer unless such transferee shall
agree in writing in the form of Assignment, Assumption and Recognition Agreement
attached hereto as Exhibit G, to be bound by the terms of this Agreement and an
executed copy of such Assignment, Assumption and Recognition Agreement shall
have been delivered to Servicer.  Upon receipt thereof, Servicer 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 to the extent such obligations relate to Mortgage Loans sold by
Purchaser.  This Agreement shall be binding upon and inure to the
benefit of Purchaser, Seller and Servicer and their respective permitted
successors, assignees and designees.

      


      Section
5.05  Whole
Loan Transfers or Securitization Transactions. 

      


      Seller and Purchaser agree that with
respect to some or all of the Mortgage Loans, upon written notice to Seller at
least eleven (11) days prior to the first Due Period following such Whole Loan
Transfer or Securitization Transaction, provided Purchaser provides to Seller
all information included on Exhibit K hereto with such notice, Purchaser may
effect either one or more Whole Loan Transfers, and/or one or more
Securitization Transactions.

      


      
        	
                 
      

              	
                (a)

              	
                Whole Loan
      Transfers.  With respect to each Whole Loan Transfer
      entered into by Purchaser, Seller
agrees:

              


      

      


      
        	
                 
      

              	
                (i)

              	
                to
      cooperate with Purchaser and any prospective purchaser with respect to all
      reasonable requests;

              


      

      


      
        	
                 
      

              	
                (ii)

              	
                to
      execute or acknowledge, at Purchaser’s discretion, an assignment in the
      form of Exhibit G by Purchaser to a successor purchaser of some or all of
      the Mortgage Loans, which Mortgage Loans will be assigned subject to the
      representations and warranties set forth in Section 6.01 hereto as of the
      related Closing Date and the representations and warranties set forth in
      Section 6.02 hereto as of the date of the assignment of such Mortgage
      Loans and covenants to service the Mortgage Loans on behalf of the
      successor purchaser in accordance with the terms and conditions of this
      Agreement; and

              


      

      


      
        	
                 
      

              	
                (iii)

              	
                to
      permit any prospective assignees of the Purchaser who have entered into a
      commitment to purchase any of the Mortgage Loans in a Whole Loan Transfer
      to review the Seller’s servicing and origination operations, upon
      reasonable prior notice to the Seller, and the Seller shall cooperate with
      such review and underwriting to the extent such prospective assignees
      request information or documents that are available and can be produced
      without unreasonable expense or effort.  Subject to any
      applicable laws, the Seller shall make the Mortgage Files related to the
      Mortgage Loans held by the Seller available at the Seller’s principal
      operations center for review by any such prospective assignees during
      normal business hours upon reasonable prior notice to the Seller (in no
      event fewer than five (5) Business Days’ prior notice).  The
      Seller may, in its sole discretion, require that such prospective
      assignees sign a confidentiality agreement with respect to such
      information disclosed to the prospective assignee which is not available
      to the public at large and a release and indemnity agreement with respect
      to its activities on the Seller’s
premises.

              


      

      



      
        
           


        

        
          17

          
            

          

        

        
           


        

      


      
        	
                 
      

              	
                (b)

              	
                Securitization
      Transactions.  Purchaser, Servicer and Seller agree that
      in connection with the completion of a Securitization
      Transaction:

              


      

      


      
        	
                 
      

              	
                (i)

              	
                Seller
      and Servicer shall execute a reconstitution agreement in the form attached
      hereto as Exhibit G that, among other things, restates the representations
      and warranties set forth in Section 6.01 hereto as of the related Closing
      Date and the representations and warranties set forth in Section 6.02
      hereto as of the transfer date;

              


      

      


      
        	
                 
      

              	
                (ii)

              	
                Seller
      and Servicer shall provide to any master servicer or trustee, as
      applicable, any Rating Agency and/or Purchaser any and all publicly
      available information and appropriate verification of information which
      may be reasonably available to Seller and/or Servicer, whether through
      letters of its auditors or otherwise, as Purchaser, trustee or a master
      servicer shall reasonably request as to the related Mortgage Loans and any
      documentation otherwise required to be provided, which will be at
      Purchaser’s expense if such information or verification is not otherwise
      required to be provided herein;

              


      

      


      
        	
                 
      

              	
                (iii)

              	
                Servicer
      shall agree to service the Mortgage Loans in accordance with the
      requirements of this Agreement or in accordance with the requirements of
      Fannie Mae, or any successor thereto, or Freddie Mac, or any successor
      thereto; subject to such waivers, variances, and modifications as may be
      agreed to between Fannie Mae or Freddie Mac, as the case may be, the
      Servicer and the master servicer;
and

              


      

      


      
        	
                 
      

              	
                (iv)

              	
                Seller
      and Servicer shall cooperate with the Purchaser and each other party to
      the Securitization Transaction and provide all other assistance reasonably
      requested by Purchaser in connection with the Securitization
      Transaction.

              


      

      


      
        	
                 
      

              	
                (c)

              	
                With
      respect to any Securitization Transaction, Purchaser shall be entitled to
      include in any disclosure document any unaltered information specifically
      requested by Purchaser for this purpose and provided by Seller or Servicer
      and both Seller and Servicer acknowledge and agree that the related
      investors will be permitted to rely on such information.  If
      Purchaser determines that Servicer is required to be a party to any
      reconstitution agreement, Servicer shall execute such reconstitution
      agreement within a reasonable period of time, but in no event shall such
      time exceed ten (10) Business Days after mutual agreement between
      Purchaser and Servicer as to the terms
thereof.

              


      

      



      
        
           


        

        
          18

          
            

          

        

        
           


        

      


      
        	
                 
      

              	
                (d)

              	
                Seller
      and Servicer (i) will indemnify and hold harmless the transferee under any
      Securitization Transaction, the Purchaser and each Person, if any, who
      controls such transferee, if any, or the Purchaser within the meaning of
      the Securities Act of 1933, as amended (an “Indemnified
      Party”), against any losses, claims, damages or liabilities to
      which such Indemnified Party may become subject, under the Securities Act
      of 1933, as amended, or otherwise, insofar as such losses, claims, damages
      or liabilities (or actions in respect thereof) arise out of or are based
      upon any untrue statement of any material fact contained in information
      delivered by Seller and Servicer, respectively, and included in the
      prospectus supplement prepared in connection with any Securitization
      Transaction (collectively, the “Disclosure
      Documents”) and (ii) will reimburse each Indemnified Party for any
      legal or other expenses reasonably incurred by such Indemnified Party in
      connection with investigating or defending any such loss, claim, damage,
      liability or action. Both Seller and Servicer agree to execute an
      indemnification agreement in connection with any securitization containing
      the foregoing indemnity.

              


      

      


      
        	
                 
      

              	
                (e)

              	
                All
      of the Mortgage Loans, including those Mortgage Loans that are subject to
      a Securitization Transaction or a Whole Loan Transfer, shall continue to
      be subject to this Agreement, and with respect thereto, this Agreement
      shall remain in full force and effect.  In no event shall a
      Whole Loan Transfer or a Securitization Transaction be deemed to relieve
      either the Seller or Servicer of its obligations as set forth in the
      Agreement nor to increase either the Seller’s or Servicer’s liabilities,
      duties, obligations, or responsibilities as set forth in this
      Agreement.

              


      

      


      
        	
                 
      

              	
                (f)

              	
                Seller
      and Purchaser agree that with respect to some or all of the Mortgage
      Loans, Purchaser may effect two (2) Whole Loan Transfers or Securitization
      Transactions without charge.  Purchaser may make additional
      Whole Loan Transfers or Securitization Transactions upon mutual agreement
      with Seller and payment to Seller of a fee in the amount of the greater of
      $5,000 or 2/32 (0.0625%) of the unpaid principal balance of the Mortgage
      Loans transferred.

              


      

      


      Section
5.06  Helping Families
Notice.

      


      Within thirty (30) days following the
Closing Date in respect of a Mortgage Loan, Seller, at Purchaser's expense,
shall furnish to the borrower of such Mortgage Loan the notice required by
Section 404 of the Helping Families Save Their Homes Act of 2009 (the “Helping
Families Act”) in accordance with the provisions of the Helping Families
Act.  In addition, in connection with any Securitization Transaction
with respect to any of the Mortgage Loans, Seller, at Purchaser's expense, shall
furnish to each related borrower, within thirty (30) days following the closing
date with respect to such Securitization Transaction, a notice with respect to
such assignment substantially in the form of Exhibit P attached hereto, which
notice shall identify the Securitization Transaction trust as the new owner of
the Mortgage Loan and include any other information required by the Helping
Families Act.

      



      
        
           


        

        
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      ARTICLE
VI

      


      REPRESENTATIONS AND
WARRANTIES;

      REMEDIES FOR
BREACH

      


      Section
6.01  Representations and
Warranties Regarding Individual Mortgage Loans.

      


      Seller hereby represents and warrants
to Purchaser that, as to each Mortgage Loan, as of the applicable Closing Date
(or such other date as may be specified herein):

      


      
        	
                 
      

              	
                (a)

              	
                The
      information set forth in the related Mortgage Loan Schedule, including any
      diskette or other related data tapes sent to the Purchaser, is complete,
      true and correct in all material respects.  The information on
      the Mortgage Loan Schedule and the information provided are consistent
      with the contents of the originator’s records and the Mortgage
      File.  The Mortgage Loan Schedule contains all the fields
      indicated in Exhibit O.  Any seller or builder concession has
      been subtracted from the appraised value of the mortgaged property for
      purposes of determining the LTV and CLTV.  Except for
      information specified to be as of the origination date of the Mortgage
      Loan, the Mortgage Loan Schedule contains the most current information
      possessed by the originator.  No appraisal or other property
      valuation referred to or used to determine any data listed on the Mortgage
      Loan Schedule was more than 120 days old at the time of the Mortgage Loan
      closing;

              


      

      


      
        	
                 
      

              	
                (b)

              	
                The
      Seller is the sole owner and holder of the Mortgage Loan and the
      indebtedness evidenced by the Mortgage Note, and upon sale the Purchaser
      or its designee will be the owner of the Mortgage and the indebtedness
      evidenced by the Mortgage Note, and upon the sale of the Mortgage Loan to
      the Purchaser, the Seller will retain the Mortgage File in trust for the
      Purchaser.  Each sale of the Mortgage Loan from any prior owner
      or the Seller was in exchange for fair equivalent value, and the prior
      owner or the Seller, as applicable, was solvent both prior to and after
      the transfer and had sufficient capital to pay and was able to pay its
      debts as they would generally mature.  Immediately prior to the
      transfer and assignment to the Purchaser on the related Closing Date, the
      Mortgage Loan, including the Mortgage Note and the Mortgage, was not
      subject to an assignment or pledge, and the Seller had good and marketable
      title to and was the sole owner thereof and had full right to transfer and
      sell the Mortgage Loan to the Purchaser free and clear of any encumbrance,
      equity, lien, pledge, charge, claim or security interest.  The
      Seller has the full right and authority subject to no interest or
      participation of, or agreement with, any other party, to sell and assign
      the Mortgage Loan pursuant to this Agreement and following the sale of the
      Mortgage Loan, the Purchaser will own such Mortgage Loan free and clear of
      any encumbrance, equity, participation interest, lien, pledge, charge,
      claim or security interest.  The Seller intends to relinquish
      all rights to possess, control and monitor the Mortgage Loan, except for
      purposes of servicing the Mortgage Loan as set forth in this
      Agreement;

              


      

      



      
        
           


        

        
          20

          
            

          

        

        
           


        

      


      
        	
                 
      

              	
                (c)

              	
                The
      related Mortgage is a valid, subsisting, enforceable and perfected first
      lien on the Mortgaged Property, including all buildings on the Mortgaged
      Property, and all installations and mechanical, electrical, plumbing,
      heating and air conditioning systems affixed to such buildings, and all
      additions, alterations and replacements made at any time with respect to
      the foregoing securing the Mortgage Note’s original principal
      balance.  The Mortgage and the Mortgage Note do not contain any
      evidence of any security interest or other interest or right
      thereto.  Such lien is free and clear of all adverse claims,
      liens and encumbrances having priority over the first lien of the Mortgage
      subject only to (1) the lien of non-delinquent current real property taxes
      and assessments not yet due and payable, (2) covenants, conditions and
      restrictions, rights of way, easements and other matters of the public
      record as of the date of recording which are acceptable to mortgage
      lending institutions generally and either (A) which are referred to or
      otherwise considered in the appraisal made for the originator of the
      Mortgage Loan, or (B) which do not adversely affect the appraised value of
      the Mortgaged Property as set forth in such appraisal and (3) other
      matters to which like properties are commonly subject which do not
      materially interfere with the benefits of the security intended to be
      provided by the Mortgage or the use, enjoyment, value or marketability of
      the related Mortgaged Property. Any security agreement, chattel mortgage
      or equivalent document related to and delivered in connection with the
      Mortgage Loan establishes and creates a valid, subsisting, enforceable and
      perfected first lien and first priority security interest on the property
      described therein, and the Seller has the full right to sell and assign
      the same to the Purchaser;

              


      

      


      
        	
                 
      

              	
                (d)

              	
                The
      terms of the Mortgage Note and the Mortgage have not been impaired,
      waived, altered or modified in any respect, except by a written instrument
      which has been recorded, if required by law, or, if necessary, to protect
      the interest of Purchaser.  The substance of any such alteration
      or modification is reflected on the Mortgage Loan Schedule and has been
      approved by the private mortgage guaranty insurer, if
  any;

              


      

      


      
        	
                 
      

              	
                (e)

              	
                No
      instrument of release, alteration, modification or waiver has been
      executed in connection with the Mortgage Loan, and no Mortgagor has been
      released, in whole or in part, except in connection with an assumption
      agreement which has been approved by the private mortgage guaranty
      insurer, if any, and except such Mortgage Loan which contains in the
      related Mortgage File evidence of a release or waiver or an assumption
      agreement discharging the original borrower from all of the debt
      obligations in connection with the related Mortgage Loan and providing for
      the assumption of all such debt obligations by the party assuming the
      obligations under the Mortgage Loan and, in each case, terms of which are
      reflected in the Mortgage Loan
Schedule;

              


      

      



      
        
           


        

        
          21

          
            

          

        

        
           


        

      


      
        	
                 
      

              	
                (f)

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

              


      

      


      
        	
                 
      

              	
                (g)

              	
                There
      is no proceeding pending or threatened for the total or partial
      condemnation of the Mortgaged Property, nor is such a proceeding currently
      occurring, and such property is undamaged by waste, fire, earthquake or
      earth movement, windstorm, flood, tornado or other casualty, so as to
      affect materially and adversely the value of the Mortgaged Property as
      security for the Mortgage Loan or the use for which the premises were
      intended;

              


      

      


      
        	
                 
      

              	
                (h)

              	
                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 Mortgaged Property which are,
      or may be, liens prior or equal to, or coordinate with, the lien of the
      related Mortgage unless such lien is insured under the related title
      insurance policy;

              


      

      


      
        	
                 
      

              	
                (i)

              	
                The
      Mortgage creates a first lien or a first priority ownership interest in an
      estate in fee simple in real property securing the related Mortgage
      Note.  All improvements which were included for the purpose of
      determining the Appraised Value of the Mortgaged Property lie wholly
      within the boundaries and building restriction lines of the Mortgaged
      Property and, to Seller’s knowledge, no improvements on adjoining
      properties encroach upon the Mortgaged Property (other than minor
      encroachments (i) which do not affect the value of the Mortgage Loan or
      the Purchaser’s interest therein and (ii) to which properties similar to
      the Mortgaged Property within the same jurisdiction are commonly subject
      and which do not interfere with the benefits of the security intended to
      be provided by the related Mortgage or the use, enjoyment, value or
      marketability of the related Mortgaged Property); the original Mortgage
      and, if the Seller was not the originator of the Mortgage Loan and except
      for MERS Loans, any assignments of Mortgage showing a complete chain of
      title from the originator to the Seller or a predecessor in interest by
      merger have been, or are in the process of being, duly and properly
      recorded;

              


      

      


      
        	
                 
      

              	
                (j)

              	
                No
      improvement located on or being part of the Mortgaged Property is in
      violation of any applicable zoning law or regulation and 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 and the Mortgaged Property is
      lawfully occupied under applicable
law;

              


      

      



      
        
           


        

        
          22

          
            

          

        

        
           


        

      


      
        	
                 
      

              	
                (k)

              	
                All
      parties which have had any interest in the Mortgage Loan, whether as
      mortgagee, assignee, pledgee or otherwise, are (or, during the period in
      which they held and disposed of such interest, were) (i) in compliance
      with any and all applicable licensing requirements of the laws of the
      state wherein the Mortgaged Property is located, and (ii) either (1)
      organized under the laws of such state, or (2) qualified to do business in
      such state, or (3) federal savings and loan associations, federal savings
      banks or national banks having authorized offices in such state, or (4)
      not doing business in such state;

              


      

      


      
        	
                 
      

              	
                (l)

              	
                No
      payment required under any Mortgage Loan has been more than thirty
      (30) days delinquent in the twelve (12) months prior to the Cut-off
      Date.  All payments due on a Mortgage Loan on or prior to the
      related Closing Date have been made as of the related Closing Date; no
      payment made on such Mortgage Loan has been dishonored; and neither the
      Seller nor any other party has advanced funds or induced, solicited or
      knowingly received any advance of funds from a party other than the owner
      of the Mortgaged Property subject to the Mortgage or a third party with
      respect to amounts to be taken from the escrow accounts and any shortfall
      thereof which may be remitted by Seller, directly or indirectly, for the
      payment of any amount required by the Mortgage
  Loan;

              


      

      


      
        	
                 
      

              	
                (m)

              	
                Each
      Mortgage File contains a written appraisal prepared by a Qualified
      Appraiser.  The appraisal was written, in form and substance, to
      (i) customary Fannie Mae or Freddie Mac standards for mortgage loans of
      the same type as such Mortgage Loans and (ii) USPAP standards, and
      satisfies applicable legal and regulatory requirements.  The
      appraisal was made and signed prior to the final approval of the Mortgage
      Loan application.  The person performing any property valuation
      (including an appraiser) received no benefit from, and such person’s
      compensation or flow of business from the originator was not affected by,
      the approval or disapproval of the Mortgage Loan.  The selection
      of the person performing the property valuation was made independently of
      the broker (where applicable) and the originator’s loan sales and loan
      production personnel.  The selection of the appraiser met the
      criteria of Fannie Mae and Freddie Mac for selecting an independent
      appraiser;

              


      

      


      
        	
                 
      

              	
                (n)

              	
                The
      Mortgage Note, the related Mortgage and any intervening assignments of the
      Mortgage are genuine, and each is the legal, valid and binding obligation
      of the maker thereof, enforceable in accordance with its terms, except as
      enforceability may be limited by applicable bankruptcy, insolvency,
      reorganization or other similar laws relating to or affecting the
      enforcement of creditors’ rights and by general principles of
      equity.  All parties to the Mortgage Note, the Mortgage and any
      intervening assignments had legal capacity to execute the Mortgage Note,
      the Mortgage and such assignments, and each Mortgage Note, Mortgage and
      such assignments have been duly and properly executed by such
      parties;

              


      

      



      
        
           


        

        
          23

          
            

          

        

        
           


        

      


      
        	
                 
      

              	
                (o)

              	
                Any
      and all requirements of any federal, state or local law including, without
      limitation, usury, truth-in-lending, real estate settlement procedures,
      consumer credit protection, equal credit opportunity, fair housing, or
      disclosure laws applicable to the Mortgage Loan have been complied with in
      all material respects.  No Mortgage Loan secured by property
      located in the State of Georgia was originated on or after October 1, 2002
      and prior to March 7, 2003.  No Mortgage Loan originated on or
      after March 7, 2003 is a “high cost home loan” as defined under the
      Georgia Fair Lending Act.  No borrower was encouraged or
      required to select a loan product offered by an originator that was a
      higher cost product designed for less-creditworthy borrowers, unless at
      the time of the Mortgage Loan’s origination, such borrower did not
      qualify, taking into account credit history and debt-to-income ratios, for
      a lower cost credit product then offered by such originator or any
      affiliate of such originator.  There does not exist on the
      related Mortgaged Property any hazardous substances, hazardous wastes or
      solid wastes, as such terms are defined in the Comprehensive Environmental
      Response Compensation and Liability Act, the Resource Conservation and
      Recovery Act of 1976, or other federal, state or local environmental
      legislation including, without limitation, asbestos.  There is
      no pending action or proceeding directly involving the Mortgaged Property
      in which compliance with any environmental law, rule or regulation is an
      issue; there is no violation of any environmental law, rule or regulation
      with respect to the Mortgaged Property; and nothing further remains to be
      done to satisfy in full all requirements of each such law, rule or
      regulation constituting a prerequisite to use and enjoyment of such
      Mortgaged Property.  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 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. Any
      breach of any representations made in this clause (o) shall be deemed to
      materially and adversely affect the value of the Mortgage Loan and shall
      require a repurchase of the affected Mortgage
  Loan;

              


      

      


      
        	
                 
      

              	
                (p)

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

              


      

      



      
        
           


        

        
          24

          
            

          

        

        
           


        

      


      
        	
                 
      

              	
                (q)

              	
                Any
      future advances made prior to the Cut-off Date have been consolidated with
      the outstanding principal amount secured by the Mortgage, and the secured
      principal amount, as consolidated, bears a single interest rate and single
      repayment term reflected on the Mortgage Loan Schedule.  The
      lien of the Mortgage securing the consolidated principal amount is
      expressly insured as having first lien priority by a title insurance
      policy, an endorsement to the policy insuring the Mortgagee’s consolidated
      interest or by other title evidence.  The consolidated principal
      amount does not exceed the original principal amount of the Mortgage
      Loan;

              


      

      


      
        	
                 
      

              	
                (r)

              	
                All
      improvements upon the Mortgaged Property are insured by a generally
      acceptable insurer against loss by fire, hazards of extended coverage and
      such other hazards as are customary in the area where the Mortgaged
      Property is located, pursuant to insurance policies conforming to the
      requirements of Section 10.15 hereof.  All individual insurance
      policies (collectively, the “hazard insurance policy”) are the valid and
      binding obligation of the insurer and contain a standard mortgagee clause
      insuring Seller, its successors and assigns, as mortgagee.  All
      premiums thereon have been paid.  The Mortgage obligates the
      Mortgagor thereunder to maintain all such insurance at the Mortgagor’s
      cost and expense, and upon the Mortgagor’s failure to do so, authorizes
      the holder of the Mortgage to obtain and maintain such insurance at the
      Mortgagor’s cost and expense and to seek reimbursement therefor from the
      Mortgagor.  If required by the FDPA, the Mortgage Loan is
      covered by a flood insurance policy meeting the requirements of the
      current guidelines of the Federal Insurance Administration and conforming
      to Fannie Mae and Freddie Mac requirements, in an amount not less than the
      amount required by the FDPA.  Such policy was issued by an
      insurer acceptable under the Fannie Mae Guides or the Freddie Mac
      Guides;

              


      

      


      
        	
                 
      

              	
                (s)

              	
                There
      is no default, breach, violation or event of acceleration existing under
      the Mortgage or the related Mortgage Note and no event which, with the
      passage of time or with notice and the expiration of any grace or cure
      period, would constitute a default, breach, violation or event of
      acceleration; and neither the Seller nor any prior mortgagee has waived
      any default, breach, violation or event permitting
      acceleration.  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.  No foreclosure
      action is currently threatened or has been commenced with respect to any
      Mortgaged Property;

              


      

      


      
        	
                 
      

              	
                (t)

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

              


      

      



      
        
           


        

        
          25

          
            

          

        

        
           


        

      


      
        	
                 
      

              	
                (u)

              	
                If
      a Mortgage Loan has an LTV greater than 80%, the Mortgage Loan has
      mortgage insurance in accordance with the terms of the Fannie Mae Guide or
      the Freddie Mac Guide and is insured as to payment defaults by a Primary
      Mortgage Insurance Policy issued by a Qualified Insurer.  All
      provisions of such Primary Mortgage Insurance Policy have been and are
      being complied with, such policy is in full force and effect and all
      premiums due thereunder have been paid.  No action, inaction or
      event has occurred and no state of facts exists that has, or will result
      in the exclusion from, denial of, or defense to coverage.  Any
      Mortgage Loan subject to a Primary Mortgage Insurance Policy obligates the
      Mortgagor thereunder to maintain the Primary Mortgage Insurance Policy and
      to pay all premiums and charges in connection
  therewith;

              


      

      


      
        	
                 
      

              	
                (v)

              	
                The
      Mortgage Note is not secured by any collateral, pledged account or other
      security except the lien of the corresponding Mortgage and the security
      interest of any applicable security agreement or chattel mortgage referred
      to in Section 6.01(c), and, unless otherwise indicated, at origination,
      such collateral does not serve as security for any other
      obligation;

              


      

      


      
        	
                 
      

              	
                (w)

              	
                The
      Mortgage contains customary and enforceable provisions which render the
      rights and remedies of the holder thereof adequate for the realization
      against the Mortgaged Property of the benefits of the security provided
      thereby, including, (i) in the case of a Mortgage designated as a
      deed of trust, by trustee’s sale, and (ii) otherwise by judicial
      foreclosure, subject only to rights of redemption, seizure and other laws
      that would not materially interfere with the ultimate realization of the
      benefits of the security.  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 on the Mortgage;

              


      

      


      
        	
                 
      

              	
                (x)

              	
                No
      fraud, error, omission, misrepresentation, negligence or similar
      occurrence with respect to the Mortgage Loan has taken place on the part
      of the borrower, the Seller, the Servicer or any other Person, including,
      without limitation, any appraiser, title company, closing or settlement
      agent, realtor, builder, developer or any other party involved in the
      origination or sale of the Mortgage Loan or the sale of the Mortgaged
      Property, that would impair in any way the rights of the Purchaser in the
      Mortgage Loan or Mortgaged Property or that violated applicable
      law;

              


      

      


      
        	
                 
      

              	
                (y)

              	
                The
      Mortgaged Property consists of a single parcel of real property with a one
      family residence erected thereon, or a two-to-four family dwelling, or an
      individual condominium unit, planned unit development unit or townhouse,
      provided, however, that no residence or dwelling is a mobile
      home.  As of the date of origination, no portion of the
      Mortgaged Property was used for commercial purposes, and, to the best of
      Seller’s knowledge, since the date of origination no portion of the
      Mortgaged Property has been used for commercial
  purposes;

              


      

      



      
        
           


        

        
          26

          
            

          

        

        
           


        

      


      
        	
                 
      

              	
                (z)

              	
                There
      exist no deficiencies with respect to escrow deposits and payments, if
      such are required, for which customary arrangements for repayment thereof
      have not been made, and no escrow deposits or payments of other charges or
      payments due Seller have been capitalized under the Mortgage or the
      related Mortgage Note;

              


      

      


      
        	
                 
      

              	
                (aa)

              	
                The
      origination, collection and servicing practices used by Seller and
      Servicer with respect to the Mortgage Note and Mortgage have been in all
      respects legal, in compliance with all applicable laws and regulations and
      customary in the mortgage servicing business.  All Adjustable
      Rate Mortgage Loan have been adjusted on the Adjustment Date in compliance
      with all applicable laws and regulations and with the terms of the
      Mortgage Note;

              


      

      


      
        	
                 
      

              	
                (bb)

              	
                The
      Mortgage Loan is covered by an ALTA or CLTA mortgage title insurance
      policy, or such other generally acceptable form of policy or insurance,
      issued by and the valid and binding obligation of a title insurer and
      qualified to do business in the jurisdiction where the Mortgaged Property
      is located, insuring Seller, its successors and assigns, as to the first
      priority lien of the Mortgage in the original principal amount of the
      Mortgage Loan and against any loss by reason of the invalidity or
      unenforceability of the lien resulting from the provisions of the
      Mortgage.  Such mortgage title insurance policy insures Seller,
      its successors and assigns as mortgagee and the assignment to Purchaser of
      Seller’s interest in such mortgage title insurance policy does not require
      the consent of or notification to the insurer, such mortgage title
      insurance policy is in full force and effect and will be in full force and
      effect and inure to the benefit of Purchaser upon the consummation of the
      transactions contemplated by this Agreement.  No claims have
      been made under such mortgage title insurance policy and, to Seller’s
      knowledge, no prior holder of the related Mortgage, including Seller, has
      done, by act or omission, anything which would impair the coverage of such
      mortgage title insurance policy;

              


      

      


      
        	
                 
      

              	
                (cc)

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

              


      

      



      
        
           


        

        
          27

          
            

          

        

        
           


        

      


      
        	
                 
      

              	
                (dd)

              	
                No
      Mortgage Loan is a predatory loan, a high-cost loan, a HOEPA loan or a
      loan specially regulated under any state law due to its interest rate or
      points paid.  No Mortgage Loan is a “high cost” or “covered”
      loan, as defined by any applicable federal, state or local predatory or
      abusive lending law (and no Mortgage Loan is a High Cost Loan or Covered
      Loan as such terms are defined in the then-current Standard & Poor’s
      LEVELS® Glossary of Terms on Appendix
E);

              


      

      


      
        	
                 
      

              	
                (ee)

              	
                With
      respect to each Mortgage Loan the originator verified the borrower’s
      income, employment, and assets in accordance with its written Underwriting
      Guidelines and employed procedures designed to authenticate the
      documentation supporting such income, employment, and
      assets.  Such verification may include the transcripts received
      from the Internal Revenue Service pursuant to a filing of IRS Form
      4506-T.  With respect to each Mortgage Loan, in order to test
      the reasonableness of the income, the originator used (i) pay statements
      reflecting current and year-to-date earnings and deductions, (ii) copies
      of tax returns provided by borrowers, (iii) transcripts received from the
      IRS pursuant to a filing of IRS Form 4506-T (to the extent specified in
      the Mortgage Loan Schedule) or (iv) public and/or commercially available
      information acceptable to the
Purchaser;

              


      

      


      
        	
                 
      

              	
                (ff)

              	
                The
      originator has given due consideration to factors, including but not
      limited to, other real estate owned by the borrower, commuting distance to
      work, appraiser comments and notes, the location of the property and any
      difference between the mailing address active in the servicing system and
      the subject property address to evaluate whether the occupancy status of
      the property as represented by the borrower is reasonable.  All
      owner occupied properties are occupied by the owner at the time of
      purchase of the mortgage;

              


      

      


      
        	
                 
      

              	
                (gg)

              	
                Each
      Mortgage Loan either (i) was underwritten in conformance with the
      originator’s Underwriting Guidelines in effect at the time of origination
      without regard to any underwriter discretion or (ii) if not underwritten
      in conformance with the originator’s guidelines, has reasonable and
      documented compensating factors.  The methodology used in
      underwriting the extension of credit for the Mortgage Loan includes
      objective mathematical principles that relate to the relationship between
      the borrower’s income, assets and liabilities and the proposed
      payment.  The Credit Score used in applying the originator’s
      Underwriting Guidelines was the Credit Score, as defined
      herein;

              


      

      


      
        	
                 
      

              	
                (hh)

              	
                The
      Mortgagor is not in bankruptcy and is not insolvent and the Seller has no
      knowledge of any circumstances or condition with respect to the Mortgage,
      the Mortgaged Property, the Mortgagor or the Mortgagor’s credit standing
      that could reasonably be expected to cause investors to regard the
      Mortgage Loan as an unacceptable investment, cause the Mortgage Loan to
      become delinquent or materially adversely affect the value or
      marketability of the Mortgage Loan.  Either the Mortgagor is a
      natural person who is legally permitted to reside in the United States or
      the Mortgagor is an inter-vivos trust acceptable to Fannie
      Mae.  No borrower had a prior bankruptcy in the last seven
      years.  No borrower previously owned a property in the last
      seven years that was the subject of a foreclosure during the time the
      borrower was the owner of record;

              


      

      



      
        
           


        

        
          28

          
            

          

        

        
           


        

      


      
        	
                 
      

              	
                (ii)

              	
                No
      loan payment has been escrowed as part of the loan proceeds on behalf of
      the borrower.  No payments due and payable under the terms of
      the Mortgage Note and Mortgage or deed of trust, except for seller or
      builder concessions, have been paid by any person who was involved in, or
      benefited from, the sale or purchase of the Mortgaged Property or the
      origination, refinancing, sale, purchase or servicing of the Mortgage Loan
      other than the borrower;

              


      

      


      
        	
                 
      

              	
                (jj)

              	
                Except
      as otherwise indicated on the Mortgage Loan Schedule, the borrower has
      contributed at least 5% of the Purchase Price with his/her own
      funds;

              


      

      


      
        	
                 
      

              	
                (kk)

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

              


      

      


      
        	
                 
      

              	
                (ll)

              	
                The
      Mortgage Loan is not subject to a lender paid mortgage insurance
      policy;

              


      

      


      
        	
              	
                (mm)

              	
                The
      Mortgage contains the usual and enforceable provisions of the originator
      at the time of origination for the acceleration of the payment of the
      unpaid principal amount of the Mortgage Loan if the related Mortgaged
      Property is sold without the prior consent of the Mortgagee
      thereunder;

              


      

      


      
        	
                 
      

              	
                (nn)

              	
                The
      Mortgage Note, the Mortgage, the Assignment of Mortgage and the other
      Mortgage Loan Documents set forth in Exhibits A and H hereto required to
      be delivered on or before the related Closing Date have been delivered to
      the Purchaser or its designee in compliance with the specific requirements
      of this Agreement.  With respect to each Mortgage Loan, the
      Servicer is in possession of a complete Mortgage File including all
      documents used in the qualification of the borrower except for such
      documents as have been delivered to the Purchaser or its
      designee.  In the event the Mortgage is a deed of trust, a
      trustee, authorized and duly qualified under applicable law to serve as
      such, has been properly designated, is named in the Mortgage and currently
      so serves, 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
  borrower;

              


      

      


      
        	
                 
      

              	
                (oo)

              	
                To
      the extent that any Manufactured Home is included as part of the Mortgaged
      Property:  Such manufactured home is (1) together with the
      related land, subject to the Mortgage, (2) deemed to be a apart of the
      real property on which it is located pursuant to the Applicable Law of the
      jurisdiction in which it is located, and (3) treated as a single-family
      residence under Section 25(e)(10) of the Internal Revenue
      Code;

              


      

      



      
        
           


        

        
          29

          
            

          

        

        
           


        

      


      
        	
                 
      

              	
                (pp)

              	
                The
      Mortgage Loan does not contain “graduated payment” features, does not have
      a shared appreciation or other contingent interest feature and does not
      contain any buydown provisions;

              


      

      


      
        	
                 
      

              	
                (qq)

              	
                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;

              


      

      


      
        	
                 
      

              	
                (rr)

              	
                If
      the Mortgaged Property is a condominium unit or a planned unit development
      (other than a de minimis planned unit development), or stock in a
      cooperative housing corporation, such condominium, cooperative or planned
      unit development project meets the eligibility requirements of Fannie Mae
      and Freddie Mac;

              


      

      


      
        	
                 
      

              	
                (ss)

              	
                The
      Mortgagor has not notified the Seller that it is requesting relief under
      the Servicemembers’ Civil Relief Act, and the Seller has no knowledge of
      any relief requested or allowed to the Mortgagor under the Servicemembers’
      Civil Relief Act;

              


      

      


      
        	
                 
      

              	
                (tt)

              	
                No
      Mortgage Loan was in construction or rehabilitation status and no trade-in
      or exchange of a Mortgaged Property has been
  facilitated;

              


      

      


      
        	
                 
      

              	
                (uu)

              	
                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 similar institution
      supervised and examined by a federal or state
  authority;

              


      

      


      
        	
                 
      

              	
                (vv)

              	
                With
      respect to any broker fees collected and paid on any of the Mortgage
      Loans, all such fees have been properly assessed to the Mortgagor and no
      claims will arise as to such fees that are double charged and for which
      the Mortgagor would be entitled to
  reimbursement;

              


      

      


      
        	 	
                (ww)

              	
                None
      of the proceeds of the Mortgage Loan were used to finance single premium
      credit insurance policies;

              


      

      


      
        	
                 
      

              	
                (xx)

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

              


      

      


      
        	
                 
      

              	
                (yy)

              	
                No
      Mortgage Loan is a balloon loan;

              


      

      


      
        	
                 
      

              	
                (zz)

              	
                With
      respect to each MERS Mortgage Loan, a MIN has been assigned by MERS and
      such MIN is accurately provided on the Mortgage Loan
      Schedule.  The related Assignment of Mortgage to MERS has been,
      or is in the process of being, duly and properly recorded.  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;

              


      

      



      
        
           


        

        
          30

          
            

          

        

        
           


        

      


      
        	
              	
                (aaa)

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

              


      

      


      
        	
              	
                (bbb)

              	
                The
      Mortgage File contains each of the documents and instruments specified to
      be included therein duly executed and in due and proper form, and each
      such document or instrument is in form acceptable to the applicable
      federal or state regulatory agency;

              


      

      


      
        	 	
                (ccc)

              	
                The
      related original Mortgage has been recorded or is in the process of being
      recorded;

              


      

      


      
        	
              	
                (ddd)

              	
                The
      Mortgage has not been satisfied, canceled or  subordinated, in
      whole or in part, or rescinded, 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 release, cancellation,
      subordination or rescission;

              


      

      


      
        	 	
                (eee)

              	
                The
      Mortgage Loan is not secured by a leasehold
  interest.

              


      

      


      Section
6.02  Representations and
Warranties Regarding Seller and Servicer.

      


      Seller and Servicer each hereby
represents and warrants to Purchaser as of each applicable Closing
Date:

      


      
        	
                 
      

              	
                (a)

              	
                Each
      of Seller and Servicer is duly organized, validly existing and in good
      standing under the laws of New York 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;

              


      

      


      
        	
                 
      

              	
                (b)

              	
                Each
      of Seller and Servicer has power and authority to execute and deliver this
      Agreement and to perform in accordance herewith; the execution, delivery
      and performance of this Agreement (including all instruments of transfer
      to be delivered pursuant to this Agreement) by each of Seller and Servicer
      and the consummation of the transactions contemplated hereby have been
      duly and validly authorized; this Agreement evidences the valid, binding
      and enforceable obligation of each of Seller and Servicer, subject to
      applicable law; and all requisite corporate action has been taken by each
      of Seller and Servicer to make this Agreement valid and binding upon each
      of Seller and Servicer in accordance with its
  terms;

              


      

      


      
        	
                 
      

              	
                (c)

              	
                No
      approval of the transactions contemplated by this Agreement from any
      federal or state regulatory authority having jurisdiction over either
      Seller or Servicer is required or, if required, such approval has been or
      will, prior to the Closing Date, be
obtained;

              


      

      



      
        
           


        

        
          31

          
            

          

        

        
           


        

      


      
        	
                 
      

              	
                (d)

              	
                The
      consummation of the transactions contemplated by this Agreement are in the
      ordinary course of business of each of Seller and Servicer and will not
      result in the breach of any term or provision of the charter or by-laws of
      either Seller or Servicer or result in the breach of any term or provision
      of, or conflict with or constitute a default under or result in the
      acceleration of any obligation under, any agreement, indenture or loan or
      credit agreement or other instrument to which either Seller or Servicer or
      its property is subject, or result in the violation of any law, rule,
      regulation, order, judgment or decree to which either Seller or Servicer
      or its property is subject;

              


      

      


      
        	
                 
      

              	
                (e)

              	
                The
      transfer, assignment and conveyance of the Mortgage Notes and the Mortgage
      Loans by Seller pursuant to this Agreement are not subject to the bulk
      transfer or any similar statutory provisions in effect in any applicable
      jurisdiction;

              


      

      


      
        	
                 
      

              	
                (f)

              	
                There
      is no action, suit, proceeding or investigation pending or, to the best
      knowledge of either Seller or Servicer, threatened against either Seller
      or Servicer which, either individually or in the aggregate, would result
      in any material adverse change in the business, operations, financial
      condition, properties or assets of either Seller or Servicer, or in any
      material impairment of the right or ability of either Seller or Servicer
      to carry on its business substantially as now conducted or which would
      draw into question the validity of this Agreement or the Mortgage Loans or
      of any action taken or to be taken in connection with the obligations of
      either Seller or Servicer contemplated herein, or which would materially
      impair the ability of either Seller or Servicer to perform under the terms
      of this Agreement; and

              


      

      


      
        	
                 
      

              	
                (g)

              	
                Neither
      Seller nor Servicer believes, nor does it have any reason or cause to
      believe, that it cannot perform each and every covenant required to be
      performed by it contained in this
Agreement.

              


      

      


      Section
6.03  Remedies for Breach of
Representations and Warranties.

      


      (a)           It
is understood and agreed that the representations and warranties set forth in
Sections 6.01 and 6.02 shall survive delivery of the Mortgage Loans to Purchaser
and shall inure to the benefit of Purchaser, notwithstanding any restrictive or
qualified endorsement on any Mortgage Note or Assignment of Mortgage or the
examination, or lack of examination, of any Mortgage File.

      


      Upon discovery by Seller, Servicer or
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 Purchaser (or which materially and adversely affects the value of a
particular Mortgage Loan or the interest of Purchaser in a particular Mortgage
Loan in the case of a representation and warranty relating to such particular
Mortgage Loan), the party discovering such breach shall give prompt written
notice to the others.  In the case of any notice given by Purchaser,
Purchaser agrees to give written notice of any such breach, outlining with
specificity the section of this Agreement which Purchaser claims has been
violated.  A breach of any of the representations and warranties in
the first sentence of Section 6.01(i) and Sections 6.01 (dd) and
(kk)  shall be deemed to materially and adversely affect the value of
the related Mortgage Loan or the interest of the Purchaser in the related
Mortgage Loan.  Within ninety (90) days of the earlier of either
discovery by it or notice to it of any such breach, Seller shall use its best
efforts to promptly cure such breach in all material respects and, if such
breach cannot be cured during such ninety (90) day period, Seller shall, at
Purchaser’s option and not later than 120 days after its discovery or receipt of
notice of such breach, either (i) repurchase such Mortgage Loan at the
Repurchase Price or (ii) under the circumstances permitted under Section
6.03(b), substitute a Qualified Substitute Mortgage Loan.

      



      
        
           


        

        
          32

          
            

          

        

        
           


        

      


      (b)           In
the event that any such breach shall involve any representation or warranty set
forth in Section 6.02, and such breach cannot be cured within ninety (90) days
of the earlier of either discovery by or notice to Seller or Servicer of such
breach, all the Mortgage Loans shall, at Purchaser’s option, be repurchased by
Seller or Servicer, as applicable, at the Repurchase Price.  However,
Seller may, at its option and assuming that Seller has a Qualified Substitute
Mortgage Loan, and with the Purchaser’s prior written consent, rather than
repurchase any Mortgage Loan as provided above, remove such Mortgage Loan and
substitute in its place a Qualified Substitute Mortgage Loan or Loans, provided,
however, that any such substitution shall be effected not later than 120 days
after the Closing Date.  If Seller has no Qualified Substitute
Mortgage Loan, it shall repurchase the deficient Mortgage Loan.  Any
repurchase of a Mortgage Loan or Loans pursuant to the foregoing provisions of
this Section 6.03 shall be accomplished by deposit in the Custodial Account of
the amount of the Repurchase Price (after deducting therefrom any amounts
received in respect of such repurchased Mortgage Loan or Loans and being held in
the Custodial Account for future distribution).

      


      As to any Deleted Mortgage Loan for
which Seller substitutes a Qualified Substitute Mortgage Loan or Loans, Seller
shall effect such substitution by delivering to 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 Section 5.03, with the Mortgage Note endorsed as required by Section
5.03.  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 Seller.  For the month of
substitution, distributions to Purchaser will include the Monthly Payment due on
such Deleted Mortgage Loan in the month of substitution, and Seller shall
thereafter be entitled to retain all amounts subsequently received by Seller in
respect of such Deleted Mortgage Loan.  Seller shall give written
notice to 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 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 Sections 6.01 and 6.02
and Servicer 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 Section
6.02.

      



      
        
           


        

        
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      For any month in which Seller
substitutes one or more Qualified Substitute Mortgage Loans for one or more
Deleted Mortgage Loans, 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).  The amount of such
shortfall shall be distributed by Seller in the month of substitution pursuant
to Section 11.01.  Accordingly, on the date of such substitution,
Seller will deposit from its own funds into the Custodial Account an amount
equal to the amount of such shortfall.

      


      In addition to such cure, repurchase
and substitution obligation, 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, a breach of Seller’s representations and
warranties contained in this Article VI.  It is understood and agreed
that the obligations of Seller set forth in this Section 6.03 to cure or
repurchase a defective Mortgage Loan and to indemnify Purchaser as provided in
this Section 6.03 constitute the sole remedies of Purchaser respecting a breach
of the foregoing representations and warranties.  If Seller fails to
repurchase or substitute for a defective Mortgage
Loan in accordance with this Section 6.03, or fails to cure a defective
Mortgage Loan to Purchaser’s reasonable satisfaction in accordance
with this Section 6.03, or to indemnify Purchaser pursuant
to this Section 6.03 or
Section 13.01, that failure shall be an Event of
Default and the Purchaser shall be entitled to pursue all available
remedies.  No provision of this paragraph shall affect the rights of
the Purchaser to terminate this Agreement for cause, as set forth in
Sections 14.01 and 15.01.

      


      Within five (5) Business Days of the
repurchase of a Mortgage Loan or substitution of a Qualified Substitute Mortgage
Loan for a Deleted Mortgage Loan by Seller, Purchaser agrees to return such
repurchased or Deleted Mortgaged Loan to Seller, together with the related
Mortgage File and all the documents included therein.

      


      In the event that any Mortgage Loan is
held by a REMIC, notwithstanding any contrary provision of this Agreement, with
respect to any Mortgage Loan that is not in default or as to which no default is
imminent, Purchaser may, in connection with any repurchase or substitution of a
defective Mortgage Loan pursuant to this Section 6.03, require that the Seller
deliver, at the Seller’s expense, an Opinion of Counsel to the effect that such
repurchase or substitution will not (i) result in the imposition of taxes on
“prohibited transactions” of such REMIC (as defined in Section 860F of the Code)
or otherwise subject the REMIC to tax, or (ii) cause the REMIC to fail to
qualify as a REMIC at any time.

      


                 (c)           The
parties agree that the resolution of any controversy or claim arising out of or
relating to an obligation or alleged obligation of the Seller to repurchase a
Mortgage Loan due to a breach of a representation or warranty contained in
Section 6.01 hereof shall be by Arbitration.  The parties agree that
each Arbitration shall be conducted in accordance with the AAA's Procedures for
Large, Complex Commercial Disputes (the “Complex Arbitration Procedures”);
provided, however, that to the extent the procedures set forth below conflict
with such Complex Arbitration Procedures, the procedures set forth below shall
govern unless the parties otherwise agree.

      



      
        
           


        

        
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      If any allegation of a breach of a
representation or warranty made in Section 6.01 has not been resolved to the
satisfaction of both the Purchaser and the Seller, either party may commence
Arbitration to resolve the dispute. To commence Arbitration, the moving party
shall deliver written notice to the other party that it has elected to pursue
Arbitration in accordance with this Section 6.03; provided that, neither the
Seller nor the Purchaser shall commence Arbitration with respect to an alleged
breach of representation or warranty made in Section 6.01 before 180 days
following notification by the Purchaser to the Seller of the alleged breach
unless Seller has not provided a response to Purchaser's notification of such an
alleged breach within 60 days thereof, in which case Purchaser may commence
Arbitration prior to the end of such 180 day period.  Within 10
Business Days after a party has provided notice that it has elected to pursue
Arbitration, each party may submit the names of one or more proposed Arbitrators
to the other party in writing.  If the parties have not agreed on the
selection of an Arbitrator within five Business Days after the first such
submission, then the party commencing Arbitration shall, within the next 5
Business Days, notify the American Arbitration Association in New York, NY (the
“AAANY”) and request that it appoint a single Arbitrator with experience in
arbitrating disputes arising in the financial services industry and who has not
been previously rejected by either party.  To the extent practicable,
the parties shall coordinate outstanding Arbitrations with the AAANY such that
the Arbitration proceedings hereunder are held twice per calendar year during
the months of March and September.

      


      Upon a showing of good cause, a party
may request the Arbitrator to direct the production of such information,
evidence and/or documentation from the parties that the Arbitrator deems
appropriate. If requested by the Arbitrator or any party, any hearing with
respect to an Arbitration shall be conducted by video conference or
teleconference except upon the agreement of both parties or the request of the
Arbitrator.

      


      The finding of the Arbitrator shall be
final and binding upon the parties.  Judgment upon any arbitration
award rendered may be entered and enforced in any court of competent
jurisdiction.  The costs of the Arbitrator shall be shared equally
between both parties.  Each party, however, shall bear its own
attorneys fees and costs in connection with the Arbitration.  Nothing
herein shall be construed as an agreement or consent to Arbitrate any disputes
arising between the Seller or the Purchaser other than in connection with an
allegation of a breach of a representation or warranty made in Section
6.01.

      


      Section
6.04  Repurchase of Mortgage Loans
With Early Payment Default.

      


      If a Monthly Payment becomes one (1) or
more scheduled Monthly Payments delinquent at any time on or prior to the date
set forth in the related Commitment Letter, then the Seller, at the Purchaser’s
option, shall (a) promptly repurchase the related Mortgage Loan from the
Purchaser in accordance with the procedures set forth in Section 6.03 hereof,
except that any such repurchase shall be made at the Purchase Price, or (b)
substitute a mortgage loan acceptable to the Purchaser in accordance with
Section 6.03 hereof.

      



      
        
           


        

        
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      Section
6.05  Purchase Price
Protection.

      


      With respect to any Mortgage Loan that
prepays in full on such date as set forth in the related Commitment Letter, the
Seller shall reimburse the Purchaser an amount equal to the product of (a) the
amount by which Purchase Price Percentage paid by the Purchaser to the Seller
for such Mortgage Loan exceeds 100% and (b) the outstanding principal balance of
the Mortgage Loan as of the Cut-off Date.  Such payment shall be made
within thirty (30) days of such payoff.

      


      ARTICLE
VII

      


      CLOSING

      


      Section
7.01  Closing.

      


      The closing for each purchase and sale
of the Mortgage Loans shall take place on the applicable Closing
Date.  The closing shall, at Purchaser’s option, be either by
telephone, confirmed by letter or wire as the parties shall agree or conducted
in person, at such place as the parties shall agree.

      


      Each closing shall be subject to each
of the following conditions:

      


      
        	
                 
      

              	
                (a)

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

              


      

      


      
        	
                 
      

              	
                (b)

              	
                Purchaser
      and Seller shall have received, or Seller’s attorneys shall have received
      in escrow, all Closing Documents as specified in Section 8.01 of this
      Agreement, in such forms as are agreed upon and acceptable to Purchaser
      and Seller, duly executed by all signatories as required pursuant to the
      respective terms thereof;

              


      

      


      
        	
                 
      

              	
                (c)

              	
                Seller
      shall have delivered and released to Purchaser or its designee all
      documents required to be so delivered hereunder;
  and

              


      

      


      
        	
                 
      

              	
                (d)

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

              


      

      


      Subject to the foregoing conditions,
Purchaser shall pay to Seller on the Closing Date the Purchase Price, plus
accrued interest pursuant to Section 4.01 of this Agreement, by wire transfer of
immediately available funds to the account designated by Seller.

      



      
        
           


        

        
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      ARTICLE
VIII

      


      CLOSING
DOCUMENTS

      


      Section
8.01  Closing
Documents.

      


      The Closing Documents for the initial
closing shall consist of the following:

      


      
        	
                 
      

              	
                (a)

              	
                This
      Agreement, in two (2) counterparts;

              


      

      


      
        	
                 
      

              	
                (b)

              	
                The
      Mortgage Loan Schedule, one copy to be attached
  hereto;

              


      

      


      
        	
                 
      

              	
                (c)

              	
                An
      Officer’s Certificate, in the form of Exhibit I
  hereto;

              


      

      


      
        	
                 
      

              	
                (d)

              	
                The
      Commitment Letter, in two (2) counterparts;
and

              


      

      


      
        	
                 
      

              	
                (e)

              	
                The
      Term Sheet, in two (2)
counterparts.

              


      

      


      The
Closing Documents for each additional closing shall consist of the
following:

      


      
        	
                 
      

              	
                (a)

              	
                The
      Commitment Letter, in two (2) counterparts;
and

              


      

      


      
        	
                 
      

              	
                (b)

              	
                The
      Term Sheet, in two (2)
counterparts.

              


      

      


      ARTICLE
IX

      


      COSTS

      


      Section
9.01  Costs.

      


      Unless otherwise provided herein, each
party shall bear its own costs and expenses.  Purchaser will pay any
commissions due its salesmen, the legal fees and expenses of its attorneys and
all expenses relating to any review of the Mortgage Loans performed by
Purchaser.  Seller and Servicer will pay any commissions due their
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 recording fees, shall be paid by Seller.

      



      
        
           


        

        
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      ARTICLE
X

      


      ADMINISTRATION AND SERVICING
OF MORTGAGE LOANS

      


      Section
10.01  Servicer to Act as
Servicer.

      


      Servicer shall service and administer
the Mortgage Loans in accordance with this Agreement and Customary Servicing
Procedures and shall have full power and authority, acting alone or through
Subservicers as provided in Section 10.02, to do or cause to be done any and all
things in connection with such servicing and administration which Servicer may
deem necessary or desirable and consistent with the terms of this
Agreement.  Servicer may perform its servicing responsibilities
through agents or independent contractors, but shall not thereby be released
from any of its responsibilities hereunder, and Servicer shall diligently pursue
all of its rights against such agents or independent contractors.

      


      Consistent with the terms of this
Agreement, and subject to the REMIC provisions if the Mortgage Loans have been
transferred to a REMIC, the Servicer 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; provided, however, that
the Servicer shall not enter into any payment plan or agreement to modify
payments with a Mortgagor lasting more than six (6) months or permit any
modification with respect to any Mortgage Loan that would change the Mortgage
Interest Rate, the Lifetime Rate Cap (if applicable), the Initial Rate Cap (if
applicable), the Periodic Rate Cap (if applicable) or the Gross Margin (if
applicable), agree to the capitalization of arrearages, including interest, fees
or expenses owed under the Mortgage Loan, make any future advances or extend the
final maturity date with respect to such Mortgage Loan, or accept substitute or
additional collateral or release any collateral for such Mortgage Loan, unless
(1) the Mortgagor is in default with respect to the Mortgage Loan, or such
default is, in the judgment of the Servicer, imminent, (2) the modification is
in accordance with the customary procedures of the Servicer, which may change
from time to time, or industry-accepted programs, and (3) the Purchaser has
approved such action.  Additionally, the Servicer shall not accept any
deed-in-lieu of, short pay-off, or sale of any Mortgaged Property, in which the
sale proceeds are less than the unpaid principal balance of the related Mortgage
Loan unless the Purchaser has approved such action.  Further, the
Servicer shall not defer or forgive the payment of any principal or interest, or
change the outstanding principal amount (except to reflect actual payments of
principal) unless the Purchaser has approved such action.

      


      Without limiting the generality of the
foregoing, Servicer in its own name or in the name of a Subservicer is hereby
authorized and empowered by Purchaser when Servicer believes it appropriate and
reasonable in its best judgment, to execute and deliver, on behalf of itself and
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 the Mortgaged Properties and to institute foreclosure
proceedings or obtain a deed-in-lieu of foreclosure so as to convert the
ownership of such properties, and to hold or cause to be held title to such
properties, on behalf of Purchaser pursuant to the provisions of Section
10.17.  Servicer shall make all required Servicing Advances and shall
service and administer the Mortgage Loans in accordance with applicable state
and federal law and shall provide to the Mortgagors any reports required to be
provided to them thereby.  Purchaser shall furnish to Servicer and any
Subservicer any powers of attorney and other documents reasonably necessary or
appropriate to enable Servicer and any Subservicer to carry out their servicing
and administrative duties under this Agreement.

      



      
        
           


        

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

      


      Whether in connection with the
foreclosure of a Mortgage Loan or otherwise, the Servicer shall from its own
funds make all necessary and proper Servicing Advances; provided, however, that
the Servicer is not required to make a Servicing Advance unless the Servicer
determines in the exercise of its good faith judgment that such Servicing
Advance would ultimately be recoverable from REO Disposition Proceeds, Insurance
Proceeds or Condemnation Proceeds of the related Mortgaged Property (with
respect to each of which the Servicer shall have the priority described in
Section 10.10 for purposes of withdrawals from the Custodial
Account).  Any Servicing Advance that would cause the amount of
unreimbursed Servicing Advances for a particular Mortgage Loan to exceed $25,000
shall be made only after notification of the Purchaser.

      


      Notwithstanding anything to the
contrary contained herein, in connection with a foreclosure or acceptance of a
deed in lieu of foreclosure, in the event the Servicer has reasonable cause to
believe that a Mortgaged Property is contaminated by hazardous or toxic
substances or wastes, or if the Purchaser otherwise requests an environmental
inspection or review of such Mortgaged Property, such an inspection or review is
to be conducted by a qualified inspector at the Purchaser’s
expense.  Upon completion of the inspection, the Servicer shall
promptly provide the Purchaser with a written report of the environmental
inspection.  In the event (a) the environmental inspection report
indicates that the Mortgaged Property is contaminated by hazardous or toxic
substances or wastes and (b) the Purchaser directs the Servicer to proceed with
foreclosure or acceptance of a deed in lieu of foreclosure, the Servicer shall
be reimbursed for all reasonable costs associated with such foreclosure or
acceptance of a deed in lieu of foreclosure and any related environmental clean
up costs, as applicable, from the related Liquidation Proceeds, or if the
Liquidation Proceeds are insufficient fully to reimburse the Servicer, the
Servicer shall be entitled to be reimbursed from amounts in the Custodial
Account pursuant to Section 10.10 hereof.  In the event the Purchaser
directs the Servicer not to proceed with foreclosure or acceptance of a deed in
lieu of foreclosure, the Servicer shall be reimbursed for all Servicing Advances
made with respect to the related Mortgaged Property from the Custodial Account
pursuant to Section 10.10 hereof.

      


      Section
10.02  Subservicing Agreements
Between Servicer and Subservicers.

      


      Servicer may enter into Subservicing
Agreements with Subservicers for the servicing and administration of the
Mortgage Loans.  Each Subservicing Agreement must impose on the
Subservicer requirements conforming to the provisions set forth in Section
10.06.  Subject to Section 16.01, Servicer and the Subservicers may
make amendments to the Subservicing Agreements or enter into different forms of
Subservicing Agreements; provided, however, that any such amendments or
different forms shall be consistent with and not violate the provisions of this
Agreement, and that no such amendment or different form shall be made or entered
into which could be reasonably expected to be materially adverse to the
interests of Purchaser, without the consent of Purchaser.  Any
variation from the provisions set forth in Section 10.06 relating to insurance
or priority requirements of Subservicing Accounts, or credits and charges to the
Subservicing Accounts or the timing and amount of remittances by the
Subservicers to Servicer, are conclusively deemed to be inconsistent with this
Agreement and therefore prohibited.

      



      
        
           


        

        
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      As part of its servicing activities
hereunder, Servicer, for the benefit of Purchaser, shall enforce the obligations
of each Subservicer under the related Subservicing Agreement, including, without
limitation, any obligation to make advances in respect of delinquent payments as
required by a Subservicing Agreement.  Such enforcement, including,
without limitation, the legal prosecution of claims, termination of Subservicing
Agreements and the pursuit of other appropriate remedies, shall be in such form
and carried out to such an extent and at such time as Servicer, in its good
faith business judgment, would require were it the owner of the related Mortgage
Loans.  Servicer shall pay the costs of such enforcement at its own
expense, but shall be reimbursed therefor only (i) from a general recovery
resulting from such enforcement only to the extent, if any, that such recovery
exceeds all amounts due hereunder in respect of the related Mortgage Loans or
(ii) from a specific recovery of costs, expenses or attorneys’ fees against the
party against whom such enforcement is directed.

      


      Section
10.03  Successor
Subservicers.

      


      Servicer shall be entitled to terminate
any Subservicing Agreement and the rights and obligations of any Subservicer
pursuant to any Subservicing Agreement in accordance with the terms and
conditions of such Subservicing Agreement.  In the event of
termination of any Subservicer, all servicing obligations of such Subservicer
shall be assumed simultaneously by Servicer without any act or deed on the part
of such Subservicer or Servicer, and Servicer either shall service directly the
related Mortgage Loans or shall enter into a Subservicing Agreement with a
successor Subservicer which qualifies under Section 10.02.  If
Servicer enters into a Subservicing Agreement with a successor Subservicer,
Servicer shall use reasonable efforts to have the successor Subservicer assume
liability for the representations and warranties made by the terminated
Subservicer in respect of the related Mortgage Loans, and in the event of any
such assumption by the successor Subservicer, Servicer may, in the exercise of
its business judgment, release the terminated Subservicer from liability for
such representations and warranties.

      


      Section
10.04  Liability of
Servicer.

      


      Notwithstanding any Subservicing
Agreement, any of the provisions of this Agreement relating to agreements or
arrangements between Servicer and a Subservicer or reference to actions taken
through a Subservicer or otherwise, Servicer shall remain obligated and liable
to Purchaser for the servicing and administering of the Mortgage Loans in
accordance with the provisions of this Agreement without diminution of such
obligation or liability by virtue of such Subservicing Agreements or
arrangements or by virtue of indemnification from the Subservicer for any acts
and omissions and to the same extent and under the same terms and conditions as
if Servicer alone were servicing and administering the Mortgage Loans and any
other transactions or services relating to the Mortgage Loans involving the
Subservicer shall be deemed to be between the Subservicer and Servicer alone and
Purchaser shall have no obligations, duties or liabilities with respect to the
Subservicer including no obligation, duty or liability of Purchaser to pay
Subservicer’s fees and expenses except pursuant to an assumption of Servicer’s
obligations pursuant to Section 16.01.  For purposes of this
Agreement, Servicer shall be deemed to have received payments on Mortgage Loans
when the Subservicer has received such payments.  Servicer shall be
entitled to enter into any agreement with a Subservicer for indemnification of
Servicer by such Subservicer and nothing contained in this Agreement shall be
deemed to limit or modify such indemnification.  Servicer shall pay
all fees and expenses of the Subservicer from its own funds, the Servicing Fee
or other amounts permitted to be retained by or reimbursed to Servicer
hereunder.

      



      
        
           


        

        
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      Section
10.05  No
Contractual Relationship Between Subservicers and Purchaser.

      


      Any Subservicing Agreement that may be
entered into and any transactions or services relating to the Mortgage Loans
involving a Subservicer in its capacity as such and not as Servicer shall be
deemed to be between the Subservicer and Servicer alone, and Purchaser shall not
be deemed a party thereto and shall have no claims, rights, obligations, duties
or liabilities with respect to the Subservicer except as set forth in Section
16.01.

      


      Section
10.06  Subservicing
Accounts.

      


      In those cases where a Subservicer is
servicing a Mortgage Loan pursuant to a Subservicing Agreement, the Subservicer
will be required to establish and maintain one or more accounts (collectively,
the “Subservicing Account”).  The Subservicing Account shall be
insured by the FDIC to the limits established by such corporation, and shall be
segregated on the books of the Subservicer and relate only to the Mortgage Loans
subject to this Agreement and other mortgage loans owned or serviced by
Servicer.  All funds deposited in the Subservicing Account shall be
held for the benefit of Servicer.  The Subservicer shall deposit in
the Subservicing Account on a daily basis all amounts of the type described in
clauses (a) through (f) of Section 10.09, received by the Subservicer with
respect to the Mortgage Loans.  On the date set forth in the related
Subservicing Agreement (the “Subservicer Remittance Date”), the Subservicer will
be required to remit all such amounts to Servicer, except, if applicable, any
Monthly Payment received which constitutes a late recovery with respect to which
a Subservicer Advance (as defined below) was previously made; and, if the
Subservicing Agreement so provides, the Subservicer will also be required to
remit, with respect to each Mortgage Loan for which the Monthly Payment due on
the immediately preceding Due Date was delinquent as of the Subservicer
Remittance Date, an amount equal to such Monthly Payment net of the related
Subservicing Fee (a “Subservicer Advance”).  The Subservicer may
deduct from each remittance, as provided above, an amount equal to Subservicing
Fees to which it is then entitled to the extent not previously paid to or
retained by it.  Servicer is not obligated to require in a
Subservicing Agreement that any Subservicer make Subservicer Advances as
described above.

      



      
        
           


        

        
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      Section
10.07  Liquidation of Mortgage
Loans.

      


      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,
Servicer shall take such action as it shall deem to be in the best interest of
Purchaser.  In the event that any payment due under any Mortgage Loan
remains delinquent for a period of forty-five (45) days, the Servicer shall
order an inspection of the related Mortgaged Property and if the Mortgage Loan
remains delinquent for a period of ninety (90) days or more, the Servicer shall
commence foreclosure proceedings in accordance with Customary Servicing
Procedures and the guidelines set forth by Fannie Mae, Freddie Mac, or FHFA, and
FHA or VA, as applicable.  In such connection, Servicer shall from its
own funds make all necessary and proper Servicing Advances through final
disposition but only to the extent that Servicer shall determine, in its good
faith judgment, that the amount of a proposed Servicing Advance is
recoverable.  Servicer shall be reimbursed for all Servicing Advances
in accordance with this Agreement.

      


      Section
10.08  Collection of Mortgage Loan
Payments.

      


      Continuously from the date hereof until
the principal and interest on all Mortgage Loans are paid in full, Servicer will
proceed diligently, in accordance with this Agreement, to collect all payments
due under each of the Mortgage Loans when the same shall become due and
payable.  Further, Servicer will take special care in ascertaining and
estimating annual ground rents, taxes, assessments, water rates, fire and hazard
insurance premiums, mortgage insurance premiums, and all other charges that, as
provided in any 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.

      


      Section
10.09  Establishment of Custodial
Account; Deposits in Custodial Account.

      


      Servicer 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 (collectively, the “Custodial Account”), in the
form of time deposit or demand accounts, which may be interest bearing, titled
“[name of Servicer] in trust for Purchaser and various Mortgagors - Mortgage
Loans”.  Such Custodial Account shall be established with Citibank or,
at the option of Servicer, with another commercial bank, a savings bank or a
savings and loan association which meets the guidelines set forth by the FHFA,
Fannie Mae or Freddie Mac as an eligible depository institution for custodial
accounts.  In any case,
the Custodial Account shall be insured by the FDIC in a manner which shall
provide maximum available insurance thereunder and which may be drawn on by the
Servicer. The creation of any
Custodial Account shall be evidenced by (a) a certification in the form of
Exhibit B hereto, in the case of an account established with Citibank, or (b) a
letter agreement in the form of Exhibit C hereto, in the case of an account held
by a depository other than Citibank.  In either case, a copy of such
certification or letter agreement shall be furnished to Purchaser within five
(5) Business days after the Closing Date and a copy to any subsequent purchaser
upon request.

      



      
        
           


        

        
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      Servicer shall deposit in the Custodial
Account, on the next Business Day after receipt, and retain therein the
following payments and collections received or made by it subsequent to the
Cut-off Date (other than in respect of principal and interest on the Mortgage
Loans due on or before the Cut-off Date):

      


      
        	
                 
      

              	
                (a)

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

              


      

      


      
        	
                 
      

              	
                (b)

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

              


      

      


      
        	
                 
      

              	
                (c)

              	
                all
      Liquidation Proceeds;

              


      

      


      
        	
                 
      

              	
                (d)

              	
                all
      proceeds received by Servicer under any title, hazard, private mortgage
      guaranty or other insurance policy 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 Customary
      Servicing Procedures;

              


      

      


      
        	
                 
      

              	
                (e)

              	
                all
      awards or settlements in respect of condemnation proceedings or eminent
      domain affecting any Mortgaged Property which are not released to the
      Mortgagor in accordance with Customary Servicing
    Procedures;

              


      

      


      
        	
                 
      

              	
                (f)

              	
                any
      amount required to be deposited in the Custodial Account pursuant to
      Sections 11.01, 11.03 and 12.02;

              


      

      


      
        	
                 
      

              	
                (g)

              	
                any
      amounts payable in connection with the repurchase of any Mortgage Loan
      pursuant to Section 6.03, and all amounts required to be deposited by
      Servicer in connection with shortfalls in principal amount of Qualified
      Substitute Mortgage Loans pursuant to Section 6.03;
  and

              


      

      


      
        	
                 
      

              	
                (h)

              	
                with
      respect to each full or partial Principal Prepayment any amounts to the
      extent that collections of interest at the Mortgage Loan Remittance Rate
      are less than one (1) full month’s interest at the applicable Mortgage
      Loan Remittance Rate (“Prepayment Interest Shortfalls”), such Prepayment
      Interest Shortfalls will be deposited by Servicer to the extent of its
      aggregate Servicing Fee received with respect to the related Due
      Period.

              


      

      


      
        	
                 
      

              	
                (i)

              	
                any
      amount required to be deposited by Servicer in connection with any REO
      Property pursuant to Section 10.17;

              


      

      


      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 need not be deposited by Servicer in
the Custodial Account.

      



      
        
           


        

        
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      The Servicer may invest the funds in the Custodial
Account in Eligible Investments designated in the name of Servicer for the benefit of the Purchaser, which
shall mature not later than the Business Day next preceding the Remittance Date
next following the date of such investment (except that (A) any investment in
the institution with which the Custodial Account is maintained may mature on
such Remittance Date and (B) any other investment may mature on such Remittance
Date if the Servicer shall advance funds on such Remittance
Date, pending receipt thereof to the extent necessary to make distributions to
the Purchaser) and shall not be sold or disposed of prior to
maturity.  Notwithstanding anything to the contrary herein and above,
all income and gain realized from any such investment shall be for the benefit
of the Servicer and shall be subject to withdrawal by
the Servicer.  The amount of any losses
incurred in respect of any such investments shall be deposited in the Custodial
Account by the Servicer out of its own funds immediately as
realized.

      


      Section
10.10  Withdrawals From the
Custodial Account.

      


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

      


      
        	
                 
      

              	
                (a)

              	
                to
      make payments to Purchaser in the amounts and in the manner provided for
      in Section 11.01;

              


      

      


      
        	
                 
      

              	
                (b)

              	
                to
      temporarily reimburse itself for advances of Servicer funds made pursuant
      to Section 11.03, provided that the Servicer shall replenish the amount of
      the temporary reimbursement prior to the Remittance Date on which such
      funds are required to be distributed, and to permanently reimburse itself
      from amounts received on the related Mortgage Loan which represent
      payments of principal and/or interest respecting which any such advance
      was made with Servicer funds or was made with funds held for a future
      distribution and replenished with Servicer funds, except that, where
      Servicer as Seller or Servicer is required to repurchase a Mortgage Loan
      pursuant to Section 6.03, Servicer’s right to such reimbursement shall be
      subsequent to the payment to the Purchaser of the Repurchase Price
      pursuant to Section 6.03 and all other amounts required to be paid to the
      Purchaser with respect to such Mortgage
Loan;

              


      

      


      
        	
                 
      

              	
                (c)

              	
                to
      reimburse itself first for all
      unreimbursed Servicing Advances, second for
      unreimbursed advances of Servicer funds made pursuant to Section 11.03,
      and third
      for any unpaid Servicing Fees, Servicer’s right to reimburse itself
      pursuant to this subclause (c) with respect to any Mortgage Loan being
      limited to related Liquidation Proceeds, condemnation proceeds, amounts
      representing proceeds of insurance policies covering the related Mortgaged
      Property and such other amounts as may be collected by Servicer from the
      Mortgagor or otherwise relating to the Mortgage Loan, including amounts
      recovered from the disposition of the related REO Property, it being
      understood that, in the case of any such reimbursement, Servicer’s right
      thereto shall be prior to the rights of Purchaser unless Servicer as
      Seller or Servicer is required to repurchase a Mortgage Loan pursuant to
      Section 6.03, in which case Servicer’s right to such reimbursement shall
      be subsequent to the payment to Purchaser of the repurchase price pursuant
      to Section 6.03 and all other amounts required to be paid to Purchaser
      with respect to such Mortgage Loan;

              


      

      



      
        
           


        

        
          44

          
            

          

        

        
           


        

      


      
        	
                 
      

              	
                (d)

              	
                to
      reimburse itself for all unreimbursed Servicing Advances, advances of
      Servicer funds made pursuant to Section 11.03 and unpaid Servicing Fees to
      the extent that such amounts are nonrecoverable by Servicer pursuant to
      subclause (c) above, provided that the Mortgage Loan for which such
      advances were made is not required to be repurchased by Servicer as Seller
      or Servicer pursuant to Section 6.03, and, except to the extent such
      advances are deemed nonrecoverable, to reimburse itself for such amounts
      to the extent that such amounts are not recovered from the disposition of
      REO Property pursuant to Section 10.17 hereof or otherwise pursuant to
      subclause (c) above or in this subclause
(d);

              


      

      


      
        	
                 
      

              	
                (e)

              	
                to
      reimburse itself for subsequent trailing bills related to a previously
      disposed of REO Property in which distribution of the net cash proceeds
      has occurred;

              


      

      


      
        	
                 
      

              	
                (f)

              	
                to
      reimburse itself for expenses incurred by and reimbursable to it pursuant
      to Section 13.01;

              


      

      


      
        	
                 
      

              	
                (g)

              	
                to
      pay to itself any interest earned on funds deposited in the Custodial
      Account, such withdrawal to be made monthly not later than the Remittance
      Date;

              


      

      


      
        	
                 
      

              	
                (h)

              	
                to
      withdraw any amounts inadvertently deposited in the Custodial
      Account;

              


      

      


      
        	
                 
      

              	
                (i)

              	
                to
      clear and terminate the Custodial Account upon the termination of this
      Agreement;

              


      

      


      
        	
                 
      

              	
                (j)

              	
                to
      withdraw Servicing Fees to the extent deposited therein;
    and

              


      

      


      
        	
                 
      

              	
                (k)

              	
                to
      reimburse itself for payments remitted or advances made for which there
      has been a reduction in the amount of interest collectible for such
      related Prepayment Period as a result of the Servicemembers Relief Act or
      any similar state law.

              


      

      


      Upon request, the Servicer will provide the Purchaser with copies
of reasonably acceptable invoices or other documentation relating to Servicing
Advances that have been reimbursed from the Custodial
Account.

      


      On each Remittance Date, Servicer shall
withdraw all funds from the Custodial Account except for those amounts which,
pursuant to Section 11.01(c) and (d), Servicer is not obligated to remit on such
Remittance Date.  Servicer may use such withdrawn funds only for the
purposes described in this Section 10.10.

      


      Section
10.11  Establishment of Escrow
Account; Deposits in Escrow Account.

      


      Servicer shall segregate and hold or
cause any Subservicer to 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 (collectively, the “Escrow Account”), in
the form of time deposit or demand accounts, which may be interest
bearing.  The Escrow Account shall be established with Citibank or, at
the option of Servicer, another commercial bank, a savings bank or a savings and
loan association, which meets the
guidelines set forth by Fannie Mae or Freddie Mac as an eligible institution for
escrow accounts.  In any case, the Escrow Account shall be
insured by the FDIC in a manner which shall provide maximum available insurance
thereunder and which may be drawn on by Servicer.  Upon request,
Servicer shall provide Purchaser with a copy of a certification or letter
agreement evidencing the establishment of each Escrow Account.

      



      
        
           


        

        
          45

          
            

          

        

        
           


        

      


      Servicer or the Subservicer shall
deposit in the Escrow Account on a daily basis, and retain
therein:  (a) 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 (b) all amounts representing proceeds of
any hazard insurance policy which are to be applied to the restoration or repair
of any Mortgaged Property.  Servicer shall make withdrawals therefrom
only in accordance with Section 10.12 hereof.  As part of its
servicing duties, Servicer or the Subservicer shall pay to the Mortgagors
interest on funds in the Escrow Account, to the extent required by
law.

      


      Section
10.12  Withdrawals From Escrow
Account.

      


      Withdrawals from the Escrow Account
shall be made by Servicer or the Subservicer only (a) to effect timely payments
of ground rents, taxes, assessments, water rates, mortgage insurance premiums,
fire and hazard insurance premiums or other items constituting Escrow Payments
for the related Mortgage, (b) to reimburse Servicer for any Servicing Advance
made by Servicer pursuant to Section 10.13 hereof 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, (c) to
refund to any Mortgagor any funds found to be in excess of the amounts required
under the terms of the related Mortgage Loan, (d) for transfer to the Custodial
Account upon default of a Mortgagor or in accordance with the terms of the
related Mortgage Loan and if permitted by applicable law, (e) for application to
restore or repair of the Mortgaged Property, (f) to pay to the Mortgagor, to the
extent required by law, any interest paid on the funds deposited in the Escrow
Account, (g) to pay to itself any interest earned on funds deposited in the
Escrow Account (and not required to be paid to the Mortgagor), such withdrawal
to be made monthly not later than the Remittance Date or (h) to clear and
terminate the Escrow Account upon the termination of this
Agreement.

      


      Section
10.13  Payment of Taxes, Insurance
and Other Charges.

      


      With respect to each Mortgage Loan,
Servicer or the Subservicer 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 private
mortgage guaranty insurance premiums and fire and hazard insurance coverage and
shall obtain, from time to time, all bills for the payment of such charges
(including renewal premiums) and shall effect payment thereof prior to the
applicable penalty or termination date and at a time appropriate for securing
maximum discounts allowable, employing for such purpose deposits of the
Mortgagor in the Escrow Account which shall have been estimated and accumulated
by Servicer in amounts sufficient for such purposes, as allowed under the terms
of the Mortgage or applicable law.  To the extent that a Mortgage does
not provide for Escrow Payments, Servicer shall determine that any such payments
are made by the Mortgagor at the time they first become due.  Servicer
assumes full responsibility for the timely payment of all such bills and shall
effect timely payments of all such bills irrespective of each 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.  No costs
incurred by the Servicer or Subservicers in effecting the
payment (as opposed to the
payment itself) of
ground rents, taxes, assessments, water rates and other charges on
the Mortgaged Properties
or mortgage or
hazard insurance premiums shall,
for the purpose of calculating remittances to the Purchaser, be added to the
amount owing under the related Mortgage Loans, notwithstanding that the terms of
such Mortgage Loans so permit.

      



      
        
           


        

        
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      Section
10.14  Transfer of
Accounts.

      


      Servicer may transfer the Custodial
Account or the Escrow Account to a different depository
institution.

      


      Section
10.15  Maintenance of Hazard
Insurance and Primary Mortgage Insurance.

      


      Servicer shall cause to be maintained
for each Mortgage Loan fire and hazard insurance with extended coverage
customary in the area where the Mortgaged Property is located by an insurer acceptable to Fannie Mae or Freddie Mac and FHA or VA, as
applicable, in an amount which is at least equal to the lesser of (a) the
full insurable value of the Mortgaged Property or (b) the greater of (i) the
outstanding principal balance owing on the Mortgage Loan and (ii) an amount such
that the proceeds of such insurance shall be sufficient to avoid the application
to the Mortgagor or loss payee of any coinsurance clause under the
policy.  If the Mortgaged Property is in an area identified in the
Federal Register by the Federal Emergency Management Agency as having special
flood hazards (and such flood insurance has been made available) Servicer 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 least of (a) the outstanding principal balance of the Mortgage Loan, (b) the
full insurable value of the Mortgaged Property, or (c) the maximum amount of
insurance available under the Flood Disaster Protection Act of 1973, each as
amended.  Servicer shall also maintain on property acquired upon
foreclosure, or by deed in lieu of foreclosure, of any Mortgage Loan, fire and
hazard insurance with extended coverage in an amount which is at least equal to
the maximum insurable value of the improvements which are a part of such
property, liability insurance and, to the extent required and available under
the Flood Disaster Protection Act of 1973, each as amended, flood insurance in
an amount required above.  Any amounts collected by Servicer 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 property
acquired in liquidation of the Mortgage Loan, or to be released to the Mortgagor
in accordance with Customary Servicing Procedures) shall be deposited in the
Custodial Account, subject to withdrawal pursuant to Section
10.10.  It is understood and agreed that no earthquake or other
additional insurance need be required by Servicer of any Mortgagor or maintained
on property acquired in respect of a 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 policies required hereunder
shall be endorsed with standard mortgagee clauses with loss payable to Servicer
and its successors and/or assigns, and shall provide for at least thirty (30)
days prior written notice of any cancellation, reduction in amount or material
change in coverage to Servicer.  Servicer shall not interfere with the
Mortgagor’s freedom of choice in selecting either his insurance carrier or
agent; provided,
however, that the
Servicer shall not accept any such insurance
policies from insurance companies unless such companies are acceptable to
Fannie Mae or Freddie Mac and FHA or VA, as
applicable, and are licensed to do business in the state wherein the property
subject to the policy is located.

      



      
        
           


        

        
          47

          
            

          

        

        
           


        

      


      The
hazard insurance policies for each Mortgage Loan secured by a unit in a
condominium development or planned unit development shall be maintained with
respect to such Mortgage Loan and the related development in a manner which is
consistent with Fannie Mae or Freddie Mac requirements and FHA or VA
requirements, as applicable.

      


      With respect to each Mortgage Loan with
a LTV in excess of 80%, the Servicer shall maintain or cause the Mortgagor to
maintain in full force and effect a Primary Mortgage Insurance Policy issued by
a Qualified Insurer insuring the portion over 78% (or such other percentage in
conformance with then current Fannie Mae requirements) until terminated pursuant to the
Homeowners Protection Act of 1988, 12 USC § 4901, et seq. or any other
applicable federal, state or local law or regulation.  In the event
that such Primary Mortgage Insurance Policy shall be terminated other than as
required by law and without
the fault of the Servicer,
the Servicer shall make a Servicing Advance and
obtain from another
Qualified Insurer a comparable replacement policy, with a total coverage equal
to the remaining coverage of such terminated Primary Mortgage Insurance
Policy.  If the insurer shall cease to be a Qualified Insurer, the
Servicer shall make a Servicing Advance and
obtain from another
Qualified Insurer a replacement Primary Mortgage Insurance
Policy.  The Servicer shall not take any action which would
result in noncoverage under any applicable Primary Mortgage Insurance Policy of
any loss which, but for the actions of the Servicer would have been covered
thereunder.  In connection with any assumption or substitution
agreement entered into or to be entered into pursuant to Section 12.01, the Servicer shall promptly notify the insurer under
the related Primary Mortgage Insurance Policy, if any, of such assumption or
substitution of liability in accordance with the terms of such Primary Mortgage
Insurance Policy and shall take all actions which may be required by such
insurer as a condition to the continuation of coverage under such Primary
Mortgage Insurance Policy. If such Primary Mortgage Insurance Policy is
terminated as a result of such assumption or substitution of liability, the
Servicer shall obtain a replacement Primary
Mortgage Insurance Policy as provided above.

      


      In connection with its activities as
servicer, the Servicer agrees to prepare and present or to
assist the Purchaser in preparing and presenting, on behalf of itself and the
Purchaser, claims to the insurer under any Primary Mortgage Insurance Policy in
a timely fashion in accordance with the terms of such Primary Mortgage Insurance
Policy and, in this regard, to take such action as shall be necessary to permit
recovery under any Primary Mortgage Insurance Policy respecting a defaulted
Mortgage Loan.  Pursuant to Section 10.09, any amounts collected by the
Servicer under any Primary Mortgage Insurance
Policy shall be deposited in the Custodial Account, subject to withdrawal pursuant
to Section 10.10.

      



      
        
           


        

        
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      Section
10.16  Fidelity Bond; Errors and
Omissions Insurance.

      


      Servicer shall maintain, at its own
expense, a blanket fidelity bond and an errors and omissions insurance policy,
with broad coverage on all officers, employees or other persons acting in any
capacity requiring such persons to handle funds, money, documents or papers
relating to the Mortgage Loans (“Servicer Employees”).  Any such
fidelity bond and errors and omissions insurance shall protect and insure
Servicer against losses, including forgery, theft, embezzlement, fraud, errors
and omissions, failure to maintain any insurance policies required pursuant to
this Agreement, and negligent acts of such Servicer Employees.  Such
fidelity bond shall also protect and insure Servicer against losses in
connection with the release or satisfaction of a Mortgage Loan without having
obtained payment in full of the indebtedness secured thereby.  No
provision of this Section 10.16 requiring such fidelity bond and errors and
omissions insurance shall diminish or relieve Servicer from its duties and
obligations as set forth in this Agreement.  The minimum coverage under any such
Fidelity Bond and insurance policy shall be at least equal to the corresponding
amounts required by FHA or VA, Fannie Mae in the Fannie Mae Guides or by Freddie
Mac in the Freddie Mac Guide, as amended or restated from time to time, as
applicable, or in an amount as may be permitted to Servicer by express waiver of FHA or VA and
Fannie Mae or Freddie Mac, as
applicable.  Upon request of the Purchaser, the Servicer shall cause to be delivered to the
Purchaser a certified true copy of such Fidelity Bond or a certificate
evidencing the same with a statement that the Servicer shall endeavor to provide written
notice to the Purchaser thirty (30) days prior to modification or any material
change.

      


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

      


      Servicer shall manage, conserve,
protect and operate each REO Property for Purchaser solely for the purpose of
its prompt disposition and sale.  Servicer shall either itself or
through an agent selected by Servicer, manage, conserve, protect and operate the
REO Property in the same manner that it manages, conserves, protects and
operates other foreclosed property for its own account, and in the same manner
that similar property in the same locality as the REO Property is
managed.  No disbursement in excess of $25,000 shall be made unless the Servicer has previously
notified the Purchaser and provided the Purchaser with an accounting of such
disbursement.  The Servicer shall deduct the costs of managing, conserving, protecting and
operating the REO Property from the proceeds of the sale of the REO
Property (providing documentary evidence of such costs) and shall not withdraw
funds to cover such costs from the Custodial Account. Servicer shall attempt to
sell the same (and may temporarily rent the same) on such terms and conditions
as Servicer deems to be in the best interest of Purchaser, provided that the
Servicer shall consult with the Purchaser with respect to its disposition
strategy, including listing prices and adjustments.  The Purchaser shall pay Servicer
a fee of 1.5% of the sales
price for such REO Property for services associated with managing the REO
Property through its disposition.

      



      
        
           


        

        
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      With respect to all REO Property,
Servicer shall 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 with respect to all REO Property an REO
Account or Accounts, in the form of a non-interest bearing demand account,
titled “[Servicer] in trust for Purchaser- Mortgage Loans as tenants in common”
unless an Opinion of Counsel is obtained by Servicer to the effect that the
classification as a grantor trust for federal income tax purposes of the
arrangement under which the Mortgage Loans and the REO Property are held will
not be adversely affected by holding such funds in another
manner.  Such REO Account shall be established with Servicer or, with
the prior consent of Purchaser, with a commercial bank, a mutual savings bank or
a savings and loan association.  The creation of the REO Account shall
be evidenced by (a) a certification in the form shown in Exhibit D hereto, in
the case of an account established with Citibank, or (b) a letter agreement in
the form shown in Exhibit E hereto, in the case of an account held by a
depository other than Citibank.  In either case, an original of such
certification or letter agreement shall be furnished to Purchaser upon
request.

      


      Servicer shall cause to be deposited on
a daily basis in the REO Account all revenues received with respect to the
conservation and disposition of 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 Section 10.15 hereof.  Servicer shall not be entitled
to retain interest paid or other earnings, if any, on funds deposited in such
REO Account.  Servicer shall make distributions as required on each
Remittance Date to Purchaser of the net cash flow from the REO Property (which
shall equal the revenues from such REO Property net of the expenses described
above and of any reserves reasonably required from time to time to be maintained
to satisfy anticipated liabilities for such expenses).

      


      Servicer shall use its best efforts to
dispose of the REO Property as soon as possible and shall sell such REO Property
as soon as practicable but in any event within three (3) years after title has
been taken to such REO Property.  If a purchase money mortgage is
taken in accordance with such sale, such purchase money mortgage shall not be
held pursuant to this Agreement.

      


      The disposition of REO Property shall
be carried out by Servicer and shall be made at such price, and upon such terms
and conditions, as Servicer deems to be in the best interests of Purchaser,
provided that Servicer shall not accept any sale offer for an REO Property that
is more than 10% below the Reconciled Market Value of the REO Property before
Servicer has notified Purchaser of such an offer.  Upon the request of
Purchaser, and at Purchaser’s expense, Servicer shall cause an appraisal of the
REO Property to be performed for Purchaser.  The proceeds of sale of
the REO Property shall be promptly deposited in the REO Account and, as soon as
practical thereafter, the expenses of such sale shall be paid, Servicer shall
reimburse itself for any and all related unreimbursed Servicing Advances, unpaid
Servicing Fees, any and all unreimbursed advances made and any appraisal
performed and the net cash proceeds of such sale remaining in the REO Account
shall be distributed to Purchaser.

      



      
        
           


        

        
          50

          
            

          

        

        
           


        

      


      Upon request, with respect to any REO
Property, Servicer shall furnish or shall cause to be furnished to Purchaser a
statement covering Servicer’s efforts in connection with the sale of that REO
Property and any rental of the REO Property incidental to the sale thereof for
the previous month (together with an operating statement).  That
statement shall be accompanied by such other information as Purchaser shall
reasonably request.

      


      Section
10.18  Regulation
AB.

      


      Seller and Servicer, upon request from
Purchaser, shall provide the information to Purchaser listed on Regulation AB
Compliance Addendum attached hereto as Exhibit N, which the parties agree shall
be amended from time to time to permit if necessary to comply with Regulation
AB.  Upon and after a Securitization Transaction, the information
listed in Exhibit N as so amended shall be required to be delivered by Seller
and Servicer without any request or other act by the Purchaser
whatsoever.

      


      ARTICLE
XI

      


      PAYMENTS TO
PURCHASER

      


      Section
11.01  Distributions.

      


      On each Remittance Date, Servicer shall
remit by wire transfer of immediately available funds to the account designated
in writing by Purchaser of record on the preceding Record Date (a) all amounts
deposited in the Custodial Account as of the close of business on the preceding
Determination Date (net of all amounts withdrawable therefrom pursuant to
Section 10.10), plus (b) all amounts, if any, which Servicer is obligated to
distribute pursuant to Section 11.03, minus (c) any amounts attributable to
Monthly Payments collected but due on a Due Date or Dates subsequent to the
related Due Period, minus (d) any amounts attributable to Principal Prepayments
received after the last day of the calendar month preceding the month of the
Remittance Date, which amounts shall be remitted on the following Remittance
Date, together with any additional interest required to be deposited in the
Custodial Account in connection with such Principal Prepayments in accordance
with Section 10.09(h), minus (e) any amounts attributable to reimbursement for
unreimbursed Servicing Advances, advance of Servicer funds, and unpaid Servicing
Fees pursuant to Section 10.10(d), and minus (f) any amounts attributable to
reimbursement for subsequent trailing bills related to a previously disposed of
REO Property in which distribution of net cash proceeds has occurred pursuant to
Section 10.10(e).

      


      With respect to any remittance received
by Purchaser after the Business Day on which such payment was due, Servicer
shall pay to Purchaser interest on any such late payment at a rate equal to the
overnight federal funds effective rate, but in no event greater than the maximum
amount permitted by applicable law.  Such interest shall be paid by
Servicer to Purchaser on the date such late payment is made and shall cover the
period commencing with the Business Day on which such payment was due and ending
with the Business Day on which such payment is made, both
inclusive.  The payment by Servicer of any such interest shall not be
deemed an extension of time for payment or a waiver of any Event of Default by
Servicer.

      



      
        
           


        

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

      


      Section
11.02  Statements to
Purchaser.

      


      On or before the fifth (5th)
Business Day of each month, Servicer shall provide or cause to be provided to
the Purchaser an electronically transmitted file or an email directing Purchaser
to a secured website containing the data set forth in Exhibit J.  The
Servicer shall submit to the Purchaser monthly a liquidation report with respect
to each Mortgaged Property sold in a foreclosure sale as of the related Record
Date and not previously reported.  Such liquidation report shall be
incorporated into the monthly distribution date statement containing the data
set forth in Exhibit J.

      


      In addition, upon reasonable request by
the Purchaser and/or its designee, the Servicer shall provide or cause to be
provided to the Purchaser and/or its designee, as applicable, loan-by-loan
default information including, without limitation, notes made and retained by
the Servicer in connection with servicing the defaulted loan, the reasons for
the default, updated values of the Mortgaged Property, updated FICO scores on
the Mortgagor and information regarding Servicing Advances made.

      


      Servicer 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 Purchaser pursuant to any
applicable law with respect to the Mortgage Loans and the transactions
contemplated hereby.  In addition, Servicer shall provide Purchaser
with such information concerning the Mortgage Loans as is necessary for such
Purchaser to prepare its federal income tax return as Purchaser may reasonably
request from time to time.

      


      Section
11.03  Advances by
Servicer.

      


      On the Business Day immediately
preceding each Remittance Date, Servicer shall deposit in the Custodial Account
an amount equal to all Monthly Payments (with interest adjusted to the Mortgage
Loan Remittance Rate) which were due on the Mortgage Loans during the applicable
Due Period and which were delinquent at the close of business on the immediately
preceding Determination Date.  This deposit may be offset by any funds
held for a future distribution not due on the current Remittance Date, provided
that such offset amount shall be replenished by the Servicer prior to the
Remittance Date on which such amount is to be distributed.  Servicer’s
obligation to make such advances as to any Mortgage Loan will continue through
the last Monthly Payment due prior to the payment in full of the Mortgage Loan,
or through the last Remittance Date prior to the Remittance Date for the
distribution of all other payments or recoveries (including REO Disposition
Proceeds, proceeds under any title, hazard or other insurance policy, or
condemnation awards) with respect to the Mortgage Loan, provided, however, that
such obligation shall cease if (a) there has been a final disposition of the
Mortgage Loan or (b) if Servicer, in its good faith judgment, determines that
such advances would not be recoverable pursuant to Section
10.10(c).  The determination by Servicer that an advance, if made,
would be nonrecoverable, shall be evidenced by an Officer’s Certificate of
Servicer, delivered to Purchaser, which details the reasons for such
determination and contains an appraisal of the value of the Mortgaged
Property.

      



      
        
           


        

        
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      ARTICLE
XII

      


      GENERAL SERVICING
PROCEDURE

      


      Section
12.01  Assumption
Agreements.

      


      Servicer will use its best efforts to
enforce any “due-on-sale” provision contained in any Mortgage or Mortgage Note
to the extent permitted by law, provided that Servicer shall permit such
assumption if so required in accordance with the terms of the Mortgage or the
Mortgage Note.  When the Mortgaged Property has been conveyed by the
Mortgagor, Servicer will, to the extent it has knowledge of such conveyance,
exercise its rights to accelerate the maturity of such Mortgage Loan under the
“due-on-sale” clause applicable thereto, provided, however, Servicer will not
exercise such rights if prohibited by law from doing so or if the exercise of
such rights would impair or threaten to impair any recovery under the related
private mortgage guaranty policy, if any.  If Servicer reasonably
believes it is unable under applicable law to enforce such “due-on-sale” clause,
Servicer may enter into an assumption and modification agreement with the person
to whom such property has been conveyed, pursuant to which such person becomes
liable under the Mortgage Note and, to the extent permitted by applicable law,
the Mortgagor remains liable thereon.  In connection with any such
assumption, the outstanding principal amount, the Monthly Payment and the Mortgage Interest Rate, the Lifetime
Rate Cap (if applicable), the Gross Margin (if applicable), the Initial Rate Cap
(if applicable) or the Periodic Rate Cap (if applicable) of the related
Mortgage Note shall not be changed, and the term of the Mortgage Loan will not
be increased or decreased.  If an assumption is allowed pursuant to
this Section 12.01, Servicer with the prior consent of the private mortgage
guaranty insurer, if any, is authorized to enter into a substitution of
liability agreement with Purchaser of the Mortgaged Property pursuant to which
the original Mortgagor is released from liability and Purchaser of the Mortgaged
Property is substituted as Mortgagor and becomes liable under the Mortgage
Note.  Any fee collected by Servicer for entering into any such
assumption agreement will be retained by Servicer as additional servicing
compensation.

      


      Section
12.02  Satisfaction of Mortgages
and Release of Mortgage Files.

      


      Upon the payment in full of any
Mortgage Loan, or the receipt by Servicer of a notification that payment in full
will be escrowed in a manner customary for such purposes, Servicer or the
Subservicer will obtain the portion of the Mortgage File that is in the
possession of the Purchaser or Purchaser’s custodian, prepare and process any
required satisfaction or release of the Mortgage.  Purchaser shall
indemnify Servicer for any out-of-pocket expenses that the Servicer may sustain
from Purchaser’s custodian’s failure to deliver such Mortgage File in a timely
manner.

      



      
        
           


        

        
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      In the event Servicer grants a
satisfaction or release of a Mortgage without having obtained payment in full of
the indebtedness secured by the Mortgage or should Servicer otherwise prejudice
any right Purchaser may have under the mortgage instruments, Servicer, upon
written demand of Purchaser, shall remit to Purchaser the Stated Principal
Balance of the related Mortgage Loan by deposit thereof in the Custodial
Account.  Servicer shall maintain the Fidelity Bond and errors and
omissions insurance as provided for in Section 10.16 insuring Servicer against
any loss it may sustain with respect to any Mortgage Loan not satisfied in
accordance with the procedures set forth herein.

      


      Section
12.03  Servicing
Compensation.

      


      As compensation for its services
hereunder, Servicer shall be entitled to retain from interest payments on the
Mortgage Loans, subject to Section 10.10, the Servicing
Fee.  Additional servicing compensation such as assumption fees,
prepayment penalties, fax fees, late payment charges or similar fees shall be
retained by Servicer or any related Subservicer to the extent not required to be
deposited in the Custodial Account.  Servicer shall be required to pay
all expenses incurred by it in connection with its servicing activities
hereunder and shall not be entitled to reimbursement therefor except as
specifically provided for herein.

      


      Section
12.04  Purchaser’s Right to Examine
Servicer Records.

      


      Purchaser shall have the right, at all
reasonable times upon reasonable notice and as often as reasonably required, to
examine and audit any and all of the books, records or other information of
Servicer whether held by Servicer or by another on behalf of Servicer, which are
relevant to the performance or observance by Servicer of the terms, covenants or
conditions of this Agreement.

      


      Section
12.05  Seller and Servicer Shall
Provide Access/Information as Reasonably Required.

      


      Seller and Servicer shall provide to
Purchaser access to any documentation regarding the Mortgage Loans which may be
required by applicable regulations (the “Regulations”).  Such access
shall be afforded without charge, but only upon reasonable request, during
normal business hours and at the offices of Seller or Servicer, as
applicable.

      


      In addition, Seller and Servicer shall
furnish upon request by Purchaser, during the term of this Agreement, such
periodic, special or other reports or information, whether or not provided for
herein, as shall be necessary, reasonable and appropriate with respect to the
purposes of this Agreement and the Regulations.  All such reports or
information shall be provided by and in accordance with all reasonable
instructions and directions Purchaser may require.  Seller and
Servicer agrees to execute and deliver all such instruments and take all such
action as Purchaser, from time to time, may reasonably request in order to
effectuate the purposes and to carry out the terms of this
Agreement.

      



      
        
           


        

        
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      Section
12.06  Inspections.

       

      Servicer
shall inspect the Mortgaged Property as often deemed necessary by Servicer to
assure itself that the value of the Mortgaged Property is being
preserved.  In addition, if any Mortgage Loan is more than forty-five
(45) days delinquent, Servicer shall inspect the Mortgaged Property and shall
conduct subsequent inspections in accordance with Customary Servicing Procedures
or as may be required by the primary mortgage guaranty
insurer.  Servicer shall keep written report of each such inspection
and shall provide a copy of such inspection to the Purchaser upon the request of
the Purchaser.

       

      Section
12.07  Restoration of Mortgaged
Property.

       

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

       

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

       

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

       

      (c)           Servicer
shall verify that the Mortgage Loan is not in default; and pending repairs or
restoration, Servicer shall place the Insurance Proceeds or Condemnation
Proceeds in the Escrow Account.

       

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

       

      Section
12.08  Fair
Credit Reporting Act.

       

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

      


      ARTICLE
XIII

      


      SERVICER

      



      
        
           


        

        
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      Section
13.01  Indemnification; Third Party
Claims.

      


      In addition to the indemnification
provided in Section 6.03, Seller and Servicer shall indemnify and hold harmless
Purchaser against any and all claims, losses, penalties, fines, forfeitures,
reasonable and necessary legal fees and related costs, judgments, and any other
costs, fees and expenses that Purchaser may sustain in any way related to the
failure of Seller or Servicer, as the case may be, to perform its duties,
obligations, covenants and agreements and, in the case of the Servicer, service
the Mortgage Loans in strict compliance with the terms of this
Agreement.  Seller or Servicer, as the case may be, shall immediately
notify Purchaser if a claim is made by a third party with respect to this
Agreement or the Mortgage Loans, and such party shall assume (with the consent
of 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 Seller or Servicer, as the case
may be, or Purchaser in respect of such claim.  Seller or Servicer, as
the case may be, shall provide Purchaser with a written report of all expenses
and advances incurred by such party pursuant to this Section 13.01 and Purchaser
shall promptly reimburse Seller or Servicer, as the case may be, for all amounts
advanced by it pursuant to the preceding sentence except when the claim in any
way relates to the failure of the Seller or Servicer, as the case may be, to
perform its duties, obligations, covenants and agreements or, in the case of the
Servicer, Servicer’s failure to service and administer the Mortgage Loans in
strict compliance with the terms of this Agreement.  Notwithstanding
anything to the contrary in this Agreement, in the event that Purchaser or its
designee becomes record owner of any Mortgaged Property, neither Seller nor
Servicer shall be deemed to have failed to perform its obligations hereunder
where it fails to act in response to any notice delivered to the record holder
of the Mortgaged Property if (i) statutory notice was not delivered to Seller or
Servicer, as the case may be, (ii) Seller or Servicer, as the case may be, had
no actual knowledge of the situation surrounding such notice and (iii) the
inaction of Seller or Servicer, as the case may be, was due entirely to such
party’s lack of receipt of such notice.

      


      Section
13.02  Merger or Consolidation of
Servicer.

      


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

      


      Any Person into which Servicer may be
merged or consolidated, or any corporation resulting from any merger, conversion
or consolidation to which Servicer shall be a party, or any Person succeeding to
substantially all of the business of Servicer (whether or not related to loan
servicing), shall be the successor of Servicer 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.

      


      Section
13.03  Limitation on Liability of
Servicer and Others.

      


      Servicer and any director, officer,
employee or agent of Servicer may rely on any document of any kind which it in
good faith reasonably believes to be genuine and to have been adopted or signed
by the proper authorities respecting any matters arising
hereunder.  Subject to the terms of Section 13.01, Servicer shall have
no obligation to appear with respect to, prosecute or defend any legal action
which is not incidental to Servicer’s duty to service the Mortgage Loans in
accordance with this Agreement.

      



      
        
           


        

        
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      Section
13.04  Seller and Servicer Not to
Resign.

      


      Neither the Seller nor the Servicer
shall assign this Agreement nor resign from the obligations and duties hereby
imposed on it except by mutual consent of Seller or Servicer, as the case may
be, and Purchaser or, in the case of the Servicer, upon the determination that
Servicer’s duties hereunder are no longer permissible under applicable law and
such incapacity cannot be cured by Servicer.  Notwithstanding the
foregoing, Servicer shall have the right to assign its rights under this
Agreement to Citigroup, Inc. or any subsidiary of Citigroup, Inc.

      


      ARTICLE
XIV

      


      DEFAULT

      


      Section
14.01  Events of
Default.

      


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

      


      
        	
                 
      

              	
                (a)

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

              


      

      


      
        	
                 
      

              	
                (b)

              	
                failure
      by Seller or Servicer to duly observe or perform, in any material respect,
      any other covenants, obligations or agreements of Seller or Servicer, as
      the case may be, as set forth in this Agreement which failure continues
      unremedied for a period of thirty (30) days after the date on which
      written notice of such failure, requiring the same to be remedied, shall
      have been given to Seller or Servicer, as the case may be, by 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
      Servicer and such decree or order shall have remained in force,
      undischarged or unstayed for a period of sixty (60) days;
    or

              


      

      


      
        	
                 
      

              	
                (d)

              	
                Servicer
      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 Servicer or relating to all or substantially all of Servicer’s
      property; or

              


      

      



      
        
           


        

        
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                (e)

              	
                Servicer
      shall admit in writing its inability to pay its debts 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)

              	
                Servicer
      attempts to assign this Agreement except in compliance with the terms of
      this Agreement; or

              


      

      


      
        	
                 
      

              	
                (g)

              	
                failure
      by Servicer to be in compliance with the “doing business” or licensing
      laws of any jurisdiction where a Mortgaged Property is located which
      materially and adversely affects the servicing of the Mortgage Loans or
      the enforceability or lien priority of the related Mortgage Loan;
      or

              


      

      


      
        	
                 
      

              	
                (h)

              	
                Seller
      or Servicer shall fail to repurchase a Mortgage Loan within 30 days of the
      final decision of an Arbitrator that the Seller or Servicer, as the case
      may be, is obligated to repurchase such Mortgage
  Loan;

              


      

      


      then, and
in each and every such case, so long as an Event of Default shall not have been
remedied, Purchaser, by notice in writing to Servicer, may, in addition to
whatever rights Purchaser may have at law or equity to damages, including
injunctive relief and specific performance, terminate all the rights and
obligations of Servicer under this Agreement and in and to the Mortgage Loans
and the proceeds thereof.  On and after the receipt by Servicer of
such written notice all authority and power of Servicer under this Agreement,
whether with respect to the Mortgage Loans or otherwise, shall pass to and be
vested in the successor appointed pursuant to Section 16.01.  Upon
written request from Purchaser, Servicer shall prepare, execute and deliver to a
successor any and all documents and other instruments, place in such successor’s
possession all Mortgage Files and do or cause to be done all other acts or
things necessary or appropriate to effect the purposes of such notice of
termination, including, but not limited to, the transfer and endorsement or
assignment of the Mortgage Loans and related documents to the successor at
Servicer’s sole expense.  Servicer agrees to cooperate with Purchaser
and such successor in effecting the termination of Servicer’s responsibilities
and rights hereunder, including, without limitation, the transfer to such
successor for administration by it of all amounts which shall at the time be
credited by Servicer to the Custodial Account or Escrow Account or thereafter
received with respect to the Mortgage Loans.

      


      Section
14.02  Waiver of
Defaults.

      


      Purchaser may waive only by written
notice any default by Seller or Servicer 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 thereto except to the extent expressly so
waived in writing.

      


      ARTICLE
XV

      


      TERMINATION

      



      
        
           


        

        
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      Section
15.01  Termination.

      


      This Agreement shall terminate upon
either:  (a) the later of the distribution to Purchaser of final
payment or liquidation with respect to the last Mortgage Loan (or advances of
same by Servicer), or the disposition of all property acquired upon foreclosure
or deed in lieu of foreclosure with respect to the last Mortgage Loan and the
remittance of all funds due hereunder; or (b) mutual consent of Servicer and
Purchaser in writing.

      


      Section
15.02  Termination
Payments.

      


      The Servicer shall not be entitled to
any compensation related to any termination of its rights and obligations under
this Agreement in connection with an Event of Default other than amounts
rightfully owing Servicer at the time of termination under this Agreement
including, but not limited to, Servicing Advances and Servicing
Fees.  The Purchaser may terminate the Servicer’s rights and
obligations under this Agreement without cause and transfer servicing to a
successor servicer upon the payment of a fee to Servicer equal to 150 basis
points of the aggregate outstanding Stated Principal Balance of the Mortgage
Loans.  If the Servicer’s rights and obligations under this Agreement
are terminated without cause, the Purchaser shall immediately reimburse the
Servicer for all outstanding advances made pursuant to Section 11.03 and
Servicing Advances associated with the Mortgage Loans.  Upon written
request from the Purchaser in connection with any such termination, the Servicer
shall prepare, execute and deliver, any and all documents and other instruments,
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, and including the delivery to or at the direction of the Purchaser,
all contents of the Mortgage Files in the possession of the Servicer, at the
Purchaser’s sole expense.  The Servicer agrees to cooperate with the
Purchaser and such successor in effecting the termination of the Servicer’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 Servicer to the Custodial
Account or Escrow Account or thereafter received with respect to the Mortgage
Loans.

      


      ARTICLE
XVI

      


      MISCELLANEOUS
PROVISIONS

      


      Section
16.01  Successor to
Servicer.

      


      Prior to termination of Servicer’s
responsibilities and duties under this Agreement pursuant to Sections 13.04,
14.01 or 15.01(b), Purchaser shall (a) succeed to and assume all of Servicer’s
responsibilities, rights, duties and obligations under this Agreement and the
Subservicing Agreements, or (b) appoint a successor which shall succeed to all
rights and assume all of the responsibilities, duties and liabilities of
Servicer under this Agreement and the Subservicing Agreements prior to the
termination of Servicer’s responsibilities, duties and liabilities under this
Agreement.  In connection with such appointment and assumption,
Purchaser may make such arrangements for the compensation of such successor out
of payments on Mortgage Loans as it and such successor shall agree; provided,
however, that no such compensation shall be in excess of that permitted Servicer
under this Agreement without the consent of Purchaser.  In the event
that Servicer’s duties, responsibilities and liabilities under this Agreement
shall be terminated pursuant to the aforementioned Sections, Servicer shall
discharge such duties and responsibilities during the period from the date it
acquires knowledge of such termination until the effective date thereof with the
same degree of diligence and prudence which it is obligated to exercise under
this Agreement, and shall take no action whatsoever that might impair or
prejudice the rights or financial condition of its successor.  The
resignation or removal of Servicer pursuant to the aforementioned Sections shall
not become effective until a successor shall be appointed pursuant to this
Section and shall in no event relieve Seller or the predecessor Servicer of the
representations and warranties made pursuant to Sections 6.01 and 6.02 and the
remedies available to Purchaser under Section 6.03, it being understood and
agreed that the provisions of such Sections 6.01, 6.02, 6.03 and 13.01 shall be
applicable to Servicer in its capacity as Seller or Servicer notwithstanding any
such resignation or termination of Servicer, or the termination of this
Agreement.

      



      
        
           


        

        
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      Any successor appointed as provided
herein shall execute, acknowledge and deliver to Servicer and to Purchaser an
instrument accepting such appointment, whereupon such successor shall become
fully vested with all the rights, powers, duties, responsibilities, obligations
and liabilities of Servicer, with like effect as if originally named as a party
to this Agreement.  Any termination or resignation of Servicer or this
Agreement pursuant to Section 13.04, 14.01 or 15.01 shall not affect any claims
that Purchaser may have against Servicer based upon facts and circumstances
arising prior to any such termination or resignation.

      


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

      


      Upon a successor’s acceptance of
appointment as such, Servicer shall notify by mail Purchaser of such
appointment.

      


      Section
16.02  Amendment.

      


      This Agreement may be amended from time
to time by Seller, Servicer and Purchaser by written agreement signed by the
parties hereto.

      


      Section
16.03  Recordation of
Agreement.

      


      To the extent permitted by applicable
law, this Agreement is subject to recordation in all appropriate public offices
for real property records in all the counties or other comparable jurisdictions
in which any or all of the properties subject to the Mortgages are situated, and
in any other appropriate public recording office or elsewhere, such recordation
to be effected by Seller at Purchaser’s expense upon direction of Purchaser, but
only when such direction is accompanied by an Opinion of Counsel to the effect
that such recordation materially and beneficially affects the interests of
Purchaser or is necessary for the administration or servicing of the Mortgage
Loans.

      



      
        
           


        

        
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      Section
16.04  Duration of
Agreement.

      


      This Agreement shall continue in
existence and effect until terminated as herein provided.

      


      Section
16.05  Governing Law; Choice of
Forum; Waiver of Jury Trial; Arbitration.

      


      This Agreement shall be construed in
accordance with the laws of the State of New York, except to the extent
preempted by Federal law, and the obligations, rights and remedies of the
parties hereunder shall be determined in accordance with such laws, without
regard to the conflicts of laws provisions of the State of New York or any other
jurisdiction.

      


      EACH PARTY HERETO KNOWINGLY,
INTENTIONALLY AND IRREVOCABLY WAIVES ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY
SUIT, ACTION OR PROCEEDING ARISING OUT OF IN ANY WAY RELATED TO THIS AGREEMENT
AND THE TRANSACTIONS CONTEMPLATED HEREBY.

      


      Except as to those matters which this
Agreement provides shall be submitted to Arbitration, with respect to any claim
or action arising hereunder, the parties (a) irrevocably submit to the
nonexclusive jurisdiction of the courts of the State of New York and the United
States District Court located in the Borough of Manhattan in The City of New
York, New York, and appellate courts from any thereof, and (b) irrevocably waive
any objection which such party may have at any time to the laying of venue of
any suit, action or proceeding arising out of or relating to this Agreement
brought in any such court, and irrevocably waive any claim that any such suit
action or proceeding brought in any such court has been brought in an
inconvenient forum.

      


      Section
16.06  Notices.

      


      All demands, notices and communications
hereunder shall be in writing and shall be deemed to have been duly given if
personally delivered at or mailed by registered mail, postage prepaid, to (a) in
the case of Seller, CitiMortgage, Inc. 1000 Technology Drive, MS 55, O’Fallon,
Missouri 63368, Attention:  Capital Markets, with a copy to Investor
Reporting Department, MS 313 or such other address as may hereafter be furnished
to Purchaser and Servicer in writing by Seller, (b) in the case of Servicer,
CitiMortgage, Inc. 1000 Technology Drive, MS 55, O’Fallon, Missouri 63368,
Attention:  Capital Markets, with a copy to Investor Reporting
Department, MS 313 or such other address as may hereafter be furnished to
Purchaser and Seller in writing by Servicer or (c) in the case of Purchaser, RWT
Holdings, Inc., One Belvedere Place, Suite 360, Mill Valley,
CA  94904, Attention: Willam Moliski, with a copy to the General
Counsel at the same address, or such other address as may hereafter be furnished
to Seller and Servicer in writing by Purchaser.

      


      Section
16.07  Severability of
Provisions.

      


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

      



      
        
           


        

        
          61

          
            

          

        

        
           


        

      


      Section
16.08  No
Partnership.

      


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

      


      Section
16.09  Execution; Successors and
Assigns.

      


      This Agreement may be executed in one
or more counterparts and by the different parties hereto on separate
counterparts, each of which, when so executed, shall be deemed to be an
original; such counterparts, together, shall constitute one and the same
agreement.  Subject to Section 13.04, this Agreement shall inure to
the benefit of and be binding upon Seller, Servicer and Purchaser and their
respective successors and assigns.

      


      Section
16.10  Further
Assurances.

      


      Seller understands that Purchaser may
resell the Mortgage Loans as whole loans or as part of a securitization in which
a third party may act as master servicer.  In the event that as part
of such sale or securitization, additional information regarding the Mortgage
Loans or modification of the reporting requirements may be requested, Seller
agrees to review such requests by Purchaser’s transferee or master servicer only
if, in Seller’s judgment, fulfilling such requests would require no material
modifications to Seller’s servicing processes or systems and any and all costs
to provide such reports and information shall be borne by
Purchaser.

      



      
        
           


        

        
          62

          
            

          

        

        
           


        

      


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

       

       

      
        
          
            
              
                
                  
                    
                      
                        
                          
                            
                              
                                
                                  
                                    
                                      
                                        
                                          	 
      	
                                                  CITIMORTGAGE,
      INC., as Seller

                                                
	 
      	 
      	 
      	 
      
	 
      	
                                                  By:

                                                	
                                                  /s/
      Daniel P. Hoffman

                                                	 
      
	 
      	
                                                  Name:

                                                	
                                                  Daniel
      P. Hoffman

                                                	 
      
	 
      	
                                                  Title:

                                                	
                                                  Senior
      Vice President

                                                	 
      
	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      
	 
      	
                                                  CITIMORTGAGE,
      INC., as Servicer

                                                
	 
      	 
      	 
      	 
      
	 
      	
                                                  By:

                                                	
                                                  /s/
      Daniel P. Hoffman

                                                	 
      
	 
      	
                                                  Name:

                                                	
                                                  Daniel
      P. Hoffman

                                                	 
      
	 
      	
                                                  Title:

                                                	
                                                  Senior
      Vice President

                                                	 
      
	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      
	 
      	
                                                  RWT
      HOLDINGS, INC., as Purchaser

                                                
	 
      	 
      	 
      	 
      
	 
      	
                                                  By:

                                                	
                                                  /s/
      John Isbrandtsen

                                                	 
      
	 
      	
                                                  Name:

                                                	
                                                  John
      Isbrandtsen

                                                	 
      
	 
      	
                                                  Title:

                                                	
                                                  Authorized
      Officer

                                                	 
      


                                        

                                         

                                        
                                          
                                            
                                               


                                            

                                            
                                              63

                                              
                                                

                                              

                                            

                                            
                                               


                                            

                                          

                                        

                                        


                                      

                                    

                                  

                                

                              

                            

                          

                        

                      

                    

                  

                

              

            

          

        

      

      EXHIBIT
A

      


      CONTENTS OF MORTGAGE
FILES

      


      With respect to each Mortgage Loan, the
Mortgage File shall include each of the following items, originals or copies of
which shall be delivered by Seller to the Purchaser or the Purchaser’s
designee:

      


      
        	
                1.

              	
                Mortgage
      Loan Documents as listed in Exhibit
H.

              


      

      


      
        	
                2.

              	
                Copy
      of survey of the Mortgaged Property (if the title insurance policy
      contains a survey exception).

              


      

      


      
        	
                3.

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

              


      

      


      
        	
                4.

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

              


      

      


      
        	
                5.

              	
                Residential
      loan application.

              


      

      


      
        	
                6.

              	
                Verification
      of acceptable evidence of source and amount of downpayment, if
      applicable.

              


      

      


      
        	
                7.

              	
                Verification
      of employment and income, including the executed 4506T if
      required.

              


      

      


      
        	
                8.

              	
                Credit
      report on the Mortgagor.

              


      

      


      
        	
                9.

              	
                Residential
      appraisal report.

              


      

      


      
        	
                10.

              	
                Photograph
      of the property.

              


      

      


      
        	
                11.

              	
                Tax
      receipts, insurance premium receipts, ledger sheets, payment records,
      insurance claim files and correspondence, correspondence, current and
      historical computerized data files, underwriting standards used for
      origination and all other papers and records developed or originated by
      Seller or others, required to document the Mortgage Loan or to service the
      Mortgage Loan.

              


      

      


      
        	
                12.

              	
                Original
      of the related primary mortgage guaranty insurance policy and flood
      insurance policy, if any, or a copy
thereof.

              


      

      


      
        	
                13.

              	
                Any
      documentation provided by a borrower or obtained by the Seller in
      connection with the granting of any underwriting
  exception.

              


      

      


      
        	
                14.

              	
                Any
      other documents, dated prior to the Closing Date, relating to the
      underwriting, origination, or servicing of the Mortgage
    Loan.

              


      


      
        
           


        

        
           


          
            

          

        

        
           


        

      


      EXHIBIT
B

      


      CUSTODIAL ACCOUNT
CERTIFICATION

      


      


      ________
__, 2010

      


      


      


      Citibank, NA hereby certifies that it
has established the account described below as a Custodial Account pursuant to
Section 10.09 of Mortgage Loan Purchase and Servicing Agreement, dated as of
March 1, 2010, Fixed Rate Mortgage Loans.

      


      


      
        	
                Title
      of Account:

              	
                “CitiMortgage,
      Inc. in trust for Purchaser and various Mortgagors - Mortgages
      Loans”

              


      

      


      


      
        	
                Account
      Number:

              	
                __________________________

              


      

      


      


      Address
of office or

      branch of
Citibank, NA

      
        at which
Account is

      

      
        	
                maintained:

              	
                __________________________

              


      

      


      __________________________

      


      


      


      Citibank,
NA

       

       

       

      By_________________________


      
        
           


        

        
           


          
            

          

        

        
           


        

      


      EXHIBIT
C

      


      CUSTODIAL ACCOUNT LETTER
AGREEMENT

      


      


      __________
__, 2010

      


      


      


      
        	
                To:

              	
                _____________________________________

              


      

      
        	
                 
      

              	
                _____________________________________

              


      

      
        	
                 
      

              	
                _____________________________________

              


      

      
        	
                 
      

              	
                (the
      “Depository”)

              


      

      


      As “Servicer” under Mortgage Loan
Purchase and Servicing Agreement, dated as of March 1, 2010, Mortgage Loans (the
“Agreement”), we hereby authorize and request you to establish an account, as a
Custodial Account pursuant to Section 10.09 of the Agreement, to be designated
as “[Servicer], in trust for Purchaser and various Mortgagors - Mortgage
Loans”.  All deposits in the account shall be subject to withdrawal
therefrom by order signed by Servicer.  This letter is submitted to
you in duplicate.  Please execute and return one original to
us.

      


      CitiMortgage,
Inc.

      


      


      


      By__________________________

      


      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.

      


      ___________________________

      (Name of
Depository)

      


      


      


      By_________________________


      
        
           


        

        
           


          
            

          

        

        
           


        

      


      EXHIBIT
D

      


      REO ACCOUNT
CERTIFICATION

      


      


      (date)

      


      


      


      Citibank, NA hereby certifies that it
has established the non-interest bearing account described below as an REO
Account pursuant to Section 10.17 of Mortgage Loan Purchase and Servicing
Agreement, dated as of March 1, 2010, Mortgage Loans.

      


      


      


      
        	
                Title
      of Account:

              	
                “CitiMortgage,
      Inc. in trust for Purchaser - Mortgage Loans, as tenants in
      common”

              


      

      


      


      
        	
                Account
      Number:

              	
                __________________________

              


      

      


      


      Address
of office or

      branch of
Citibank, NA

      at which
Account is

      
        	
                maintained:

              	
                __________________________

              


      

      


      __________________________

      


      


      Citibank,
NA

      


      


      


      By__________________________


      
        
           


        

        
           


          
            

          

        

        
           


        

      


      EXHIBIT
E

      


      REO ACCOUNT LETTER
AGREEMENT

      


      


      (date)

      


      


      


      
        	
                To:

              	
                _____________________________________

              


      

      
        	
                 
      

              	
                _____________________________________

              


      

      
        	
                 
      

              	
                _____________________________________

              


      

      
        	
                 
      

              	
                (the
      “Depository”)

              


      

      


      As “Servicer” under Mortgage Loan
Purchase and Servicing Agreement, dated as of March 1, 2010, Mortgage Loans (the
“Agreement”), we hereby authorize and request you to establish a non-interest
bearing account, as an REO Account pursuant to Section 10.17 of the Agreement,
to be designated as “[Servicer], in trust for Purchaser - Mortgage Loans, as
tenants in common.”  All deposits in the account shall be subject to
withdrawal therefrom by order signed by Servicer.  This letter is
submitted to you in duplicate.  Please execute and return one original
to us.

      


      CitiMortgage,
Inc.

      


      


      


      By__________________________

      


      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.

      


      _____________________________

      (name of
Depository)

      


      


      


      By_________________________

      


      



      
        
           


        

        
           


          
            

          

        

        
           


        

      


      EXHIBIT
F

      


      TERM
SHEET

      


      


      This
Term Sheet (the “Term
Sheet”) is dated ______, 2010, by CitiMortgage, Inc., a New York corporation
(the “Seller”) and _______, a ___ corporation (the “Purchaser”).

      


      This Term
Sheet is made pursuant to the terms and conditions of the Master Mortgage Loan
Purchase and Servicing Agreement (the “Agreement”), dated as of March 1, 2010,
among Seller, Servicer and Purchaser, the provisions of which are incorporated
here, as such terms may be modified or supplemented here.  All
capitalized terms shall have the meanings ascribed to them in the Agreement,
unless otherwise defined here.

      


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

      


      1.  DEFINITIONS

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

      


      
        
          
            
              
                
                  
                    
                      
                        
                          
                            
                              
                                	
                                        Aggregate Principal Balance

                                      	 
      
	 
      	 
      
	
                                        (as of the Cut-Off Date):

                                      	
                                        $

                                      
	 
      	 
      
	
                                        Aggregate Principal Balance by Product
      Type:

                                      	
                                        $

                                      
	 
      	 
      
	
                                        Closing Date:

                                      	 
      
	 
      	 
      
	
                                        Cut-off Date:

                                      	 
      
	 
      	 
      
	
                                        Initial Weighted Average

                                      	 
      
	 
      	 
      
	
                                        Mortgage Loan Rate:

                                      	 
      
	 
      	 
      
	
                                        Mortgage Loan Product Type:

                                      	 
      
	 
      	 
      
	
                                        Purchase Price Percentage:

                                      	 
      
	 
      	 
      
	
                                        Servicing Fee:

                                      	 
      
	 
      	 
      
	
                                        Buyup/Buydown Factor:

                                      	 
      


                              

                            

                          

                        

                      

                    

                  

                

              

            

          

        

      

      



      
        
           


        

        
           


          
            

          

        

        
           


        

      


      2.  Additional Closing
Conditions:

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

      


      


      


      3.  Additional Loan
Documents:

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

      


      


      


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

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

      


      


      


      


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

      


      
        	 
      	
                ______________________________________

                 

                By:     _________________________________

                 

                Name:

                Title:

              
	 
      	 
      
	 
      	 
      
	 
      	 
      
	 
      	 
      
	 
      	 
      
	 
      	 
      
	 
      	 
      
	 
      	
                CITIMORTGAGE,
      INC.

                a
      New York corporation

                 

                By:     _________________________________

                 

                Name:_________________________________

                 

                Title:  _________________________________

              


      

      



      
        
           


        

        
           


          
            

          

        

        
           


        

      


      EXHIBIT
G

      


      ASSIGNMENT, ASSUMPTION AND
RECOGNITION AGREEMENT

       


      
        
           


        

        
           


          
            

          

        

        
           


        

      


      EXHIBIT
H

      


      MORTGAGE LOAN
DOCUMENTS

      


      
        	
                1.

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

              


      

      


      
        	
                2.

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

              


      

      


      
        	
                3.

              	
                In
      the case of each Loan that is not a MERS Loan, the original Assignment of
      Mortgage from Seller, prepared in blank, which assignment shall be in form
      and substance acceptable for recording.  In the event that the
      Mortgage Loan was acquired by Seller in a merger, the assignment must be
      by “[Seller], successor by merger to [name of predecessor]”; and in the
      event that the Mortgage Loan was acquired or originated by Seller while
      doing business under another name, the assignment must be by “[Seller],
      formerly known as [previous name]”.

              


      

      


      
        	
                4.

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

              


      

      


      
        	
                5.

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

              


      

      


      
        	
                6.

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

              


      

      


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

      



      
        
           


        

        
           


          
            

          

        

        
           


        

      


      EXHIBIT
I

      


      FORM OF

      


      OFFICER’S
CERTIFICATE

      


      I, ____________, hereby certify that I
am a duly elected _____ Vice President of CitiMortgage, Inc., a New York
corporation (the “[Seller][Servicer]”), and further certify, on behalf of the
Seller as follows:

      


      
        	
                 
      

              	
                1.

              	
                Each
      person who, as an officer or attorney-in-fact of the [Seller][Servicer],
      signed the Mortgage Loan Purchase and Servicing Agreement (the “Purchase
      Agreement”), dated as of March 1, 2010, by and between the Seller,
      Servicer and RWT Holdings, Inc. (the “Purchaser”) and 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 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.

              


      

      


      
        	
                 
      

              	
                2.

              	
                All
      of the representations and warranties of the [Seller][Servicer] contained
      in Section 6.02 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.

              


      

      


      
        	
                 
      

              	
                3.

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

              


      

      


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

      


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

      


      Dated:  ___________,
2010

      


      


      [Seal]

      


      


      CITIMORTGAGE,
INC.

      


      By:
______________________________

      Name:
____________________________

      Title:
______________________________


      
        
           


        

        
           


          
            

          

        

        
           


        

      


      I, ____________, Assistant Secretary of
the [Seller][Servicer], hereby certify that ___________ is a duly elected,
qualified and acting _____ Vice President of the [Seller][Servicer] and that the
signature appearing above is his genuine signature.

      


      IN WITNESS WHEREOF, I have hereunto
signed my name.

      


      Dated:  ___________,
2010

      


      


      


      [Seal]

      


      


      


      CITIMORTGAGE,
INC.

      


      


      By:
______________________________

      Name:
____________________________

      Title:
______________________________


      
        
           


        

        
           


          
            

          

        

        
           


        

      


      EXHIBIT
J

      


      MONTHLY
REPORT

      


      Servicer
shall provide or cause to be provided the following information to
Purchaser:

      


      


      Investor
Code

      CMI Loan
Number

      Investor
Loan Number

      Last Paid
Installment

      Scheduled
Payment

      Scheduled
Interest Rate

      Servicing
Fee

      Beginning
Scheduled Balance

      Unpaid
Principal Balance

      Ending
Scheduled Balance

      Scheduled
Principal

      Unscheduled
Principal

      Interest
on Curtailment

      Total
Principal

      Scheduled
Interest

      Total
Remittance

      Payoff
Date

      Payoff
Amount

      Solider
and Sailor (S&S) Flag

      S&S
subsidy amount

      S&S
order end date

      Prepayment
Penalty Amount

      Prepayment
Amount Waived

      Action
Code

      


      
        	
                Loan
      Number

              	 
      
	
                Investor
      Loan Number

              	 
      
	
                Investor
      Id

              	 
      
	
                Category
      Code

              	 
      
	
                Deal
      Name

              	 
      
	
                Reason
      for Default

              	 
      
	
                Breach
      Letter Date

              	 
      
	
                Mortgagor
      First Name

              	 
      
	
                Mortgagor
      Last Name

              	 
      
	
                Property
      Street Address

              	 
      
	
                City
      Name

              	 
      
	
                Property
      Alpha State Code

              	 
      
	
                Property
      ZIP Code

              	 
      
	
                Next
      Payment Due Date

              	 
      


      


      
        
           


        

        
           


          
            

          

        

        
           


        

      


      


      
        	
                MI Company

              	 
      
	
                MI Coverage
    %

              	 
      
	
                Bankruptcy
      Status Code

              	 
      
	
                Bankruptcy
      Filing Date

              	 
      
	
                Bankruptcy
      Chapter Type

              	 
      
	
                Bankruptcy
      Case Number

              	 
      
	
                Bankruptcy
      Post Petition Due Date

              	 
      
	
                Bankruptcy
      Discharge Date

              	 
      
	
                Bankruptcy
      Dismissal Date

              	 
      
	
                Loss
      Mitigation Status Code

              	
                To include Short sale and loan
      modification

              
	
                Loss
      Mit Approval Date

              	 
      
	
                Loss
      Mit Type

              	 
      
	
                Modified
      Rate

              	 
      
	
                Modified
      First payment date

              	 
      
	
                Balloon

              	
                (Y) (N)

              
	
                Balloon
      Amount

              	 
      
	
                Amortization
      Term

              	 
      
	
                Capitalized
      Amount

              	 
      
	
                Principal
      Forbearance

              	 
      
	
                Principal
      Write down Amount

              	 
      
	
                Short
      Sale

              	
                (Y) (N)

              
	
                Short
      Sale Sales Price

              	 
      
	
                Short
      Sale Completed Date

              	 
      
	
                Foreclosure
      Status Code

              	 
      
	
                Foreclosure
      Attorney Referral Date

              	 
      
	
                First
      Legal Date

              	 
      
	
                Foreclosure
      Property Value

              	 
      
	
                Foreclosure
      Property Value Type

              	 
      
	
                Foreclosure
      Property Value Date

              	 
      
	
                Scheduled
      Foreclosure Date

              	 
      
	
                Foreclosure
      Sale Date

              	 
      
	
                Foreclosure
      Sale Amount

              	 
      
	
                REO
      Status Code

              	 
      
	
                Expenses to
      Date

              	 
      
	
                REO
      Eviction Start Date

              	 
      
	
                REO
      Eviction Completed Date

              	 
      
	
                REO
      Original Listing Price Amount

              	 
      
	
                REO
      Current Listing Price Amount

              	 
      
	
                REO
      Listing Start Date

              	 
      
	
                REO
      Accepted Offer Amount

              	 
      
	
                REO
      Accepted Offer Date

              	 
      
	
                REO
      Completed Date

              	 
      
	
                Occupancy
      Current Status Code

              	 
      
	
                Property
      Condition

              	 
      
	
                Property
      Inspection Date

              	 
      
	
                Appraisal
      Date

              	 
      
	
                Current
      Property Value

              	 
      
	
                Repaired
      Property Value

              	 
      
	
                Original
      Mortgage Amount

              	 
      


      

      



      
        
           


        

        
           


          
            

          

        

        
           


        

      


      EXHIBIT
K

      


      WHOLE LOAN TRANSFER
INFORMATION

      


      Purchaser
shall provide to Seller the following information with respect to each Mortgage
Loan that is to be included in a Whole Loan Transfer:

      


      Investor
Code

      CMI Loan
Number

      Investor
Loan Number

      Last paid
installment

      Scheduled
Payment

      Scheduled
Interest Rate

      Servicing
Fee

      Beginning
Scheduled Balance

      Unpaid
Principal Balance

      Ending
Scheduled Balance

      Scheduled
Principal


      
        
           


        

        
           


          
            

          

        

        
           


        

      


      EXHIBIT
L

      


      FORM
OF COMMITMENT LETTER

       

      


      


      [name]

      [address]

      


      


      
        	
                 
      

              	
                RE:

              	
                Commitment
      Letter Outlining Terms of Purchase of $_______ of
      _____________

              


      

      


      


      Dear
[name]:

      


      _______
(a “Seller” and “Servicer”) hereby agree to sell, and _____ (“Purchaser”) hereby
agrees to purchase, the _____ mortgage loans described on Exhibit A hereto (the
“Mortgage Loans”).  In accordance with the Master Mortgage Loan
Purchase and Servicing Agreement dated March 1, 2010 (the “Agreement”) by and
between Seller, Servicer and Purchaser.  The Mortgage Loans will be
sold on a whole loan basis servicing retained by the Seller.  The
purchase and sale of the Mortgage Loans shall be subject to the terms and
conditions set forth in this letter (the “Commitment Letter”).

      


      Amount
of

      
        	
                Mortgage
      Loans:

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

              


      

      


      
        	
                Balance
      by Product Type:

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

              


      

      


      
        	
                Purchase
      Price

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

              


      

      
         

        Interest
on Purchase

      

      
        	
                Price:

              	
                The
      Purchaser shall pay the Seller accrued interest on the Stated Principal
      Balance of each Mortgage Loan as of the related Cut-Off Date at the
      Mortgage Interest Rate from the related Cut-Off Date through the day prior
      to the related Closing Date, both inclusive, less the Servicing Fee, pro
      rated on the basis of a 30-day
month.

              


      

      


      
        	
                Purchase
      Price Percentage:

              	
                ______%

              


      

      


      
        	
                Buyup/Buydown
      Factor:

              	
                _______

              


      


      
        
           


        

        
           


          
            

          

        

        
           


        

      


      
        	
                Payment
      of Purchase Price:

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

              


      

      


      Initial
Weighted Average

      
        	
                Mortgage
      Loan Rate:

              	
                The
      initial weighted average Mortgage Loan rate will be
  $___.

              


      

      


      
        	
                Closing
      Date:

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

              


      

      


      
        	
                Paid-To
      Date:

              	
                ________________

              


      

      


      
        	
                Cut-off
      Date:

              	
                ________
      or such other date as mutually agreed upon by
  the

              


      

      
        	
                 
      

              	
                Seller
      and the Purchaser.

              


      

      


      
        	
                Servicing
      Fee Rate:

              	
                _____.

              


      

      


      
        	
                Mortgage
      Loans:

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

              


      

      


      
        	
                Early
      Payment Default Date:

              	
                ______________________.

              


      

      


      
        Due
Diligence Review of

      

      
        	
                Mortgage
      Loans:

              	
                Purchaser
      shall have the right to conduct an underwriting review of mortgage files
      relating to the Mortgage Loans to ensure conformity with the Agreement (as
      defined below).  Such review (or waiver of review if Purchaser
      so chooses) shall not affect the Seller’s representations and warranties
      regarding the Mortgage Loans in the Agreement or its obligation to cure,
      repurchase, indemnify or substitute any Mortgage Loan as to which a breach
      of a representation or warranty is
material.

              


      

      


      
        	
                Cooperation:

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

              


      


      
        
           


        

        
           


          
            

          

        

        
           


        

      


      
        Additional
Purchase

      

      
        Stipulations:

      

      


      


      


      


      


      


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

      


      


      


      {Name}

      {Address}

      {Fax
Number}

      


      


      
        
          
            
              	
                      Very
      truly yours,

                    	 	
                      This
      Commitment Letter is hereby Agreed to and Accepted on __________,
      2010:

                       

                    
	 
      	 	 
      
	 
      	 	 
      
	
                      CitiMortgage,
      Inc.

                    	 	 
      
	 
      	 	 
      
	 
      	 	 
      
	
                       

                      Name:

                       

                      Title:

                    	 	
                       

                      Name:

                       

                      Title:

                    


            

          

        

      

      



      
        
           


        

        
           


          
            

          

        

        
           


        

      


      EXHIBIT
M

      


      FORM OF BAILEE
AGREEMENT

      


      Date

      


      


      Attention:

      


      


      
        	
                 
      

              	
                Re:

              	
                Sale of certain
      mortgage loans from CitiMortgage, Inc.
                     
      (the “Seller”) to
                      
      (the “Purchaser”)

              


      

      


      Gentlemen/Ladies:

      


      In connection with the transaction
contemplated by the trade entered into as of ___, 20__, between the Seller and
the Purchaser and in consideration of the mutual promises set forth herein and
other good and valuable consideration, the receipt and sufficiency of which is
hereby acknowledged, the Seller, the Purchaser and ______ in its capacity as
custodian (the “Bailee”) hereby agree as follows:

      


      1.           The
Seller is delivering the Mortgage Files to the Bailee as an accommodation to the
Purchaser to allow for pre-closing verification of the contents of the Mortgage
Files.  Notwithstanding this early delivery of the Mortgage Files, the
sale and transfer of the Mortgage Loans from the Seller to the Purchaser, as
contemplated between the Seller and the Purchaser will not occur until the
closing date, contemplated to occur on _____, 20__ (“Closing
Date”).  To the extent that the sale and transfer does not take place
on the Closing Date, the Bailee, at the sole direction and discretion of the
Seller, will return the Mortgage Files to the Seller or its designee, regardless
of any claim the Purchaser may have against the Seller or with respect to the
Mortgage Loans, and the Purchaser hereby waives all rights of set-off it may
have against the Mortgage Loans.

      


      2.           On
a date as agreed upon by Purchaser and Seller (such actual date, the “Delivery Date”), the
Seller shall deliver to the Bailee, as custodian and bailee for the exclusive
benefit of the Seller, the following documents (collectively, the “Mortgage File”) for
each mortgage loan listed in Exhibit A attached hereto (the “Mortgage
Loans”):

      


      
        	
                 
      

              	
                a)

              	
                The
      original Mortgage Note endorsed by the Seller in the following
      form:  “Pay to the order of _____________, without
      recourse”:  with all intervening endorsements showing a complete
      chain of title;

              


      

      


      
        	
                 
      

              	
                b)

              	
                The
      original of any guarantees executed in connection with the Mortgage
      Note;

              


      

      


      
        	
                 
      

              	
                c)

              	
                The
      original Mortgage with evidence of recording thereon, or a certified copy
      if the original recorded Mortgage has not been received from the public
      recording office, or certified copy with evidence of recording thereof if
      lost;

              


      


      
        
           


        

        
           


          
            

          

        

        
           


        

      


      
        	
                 
      

              	
                d)

              	
                Originals
      of all assumption, modification, written assurance or substitution of
      liability agreements, if any;

              


      

      


      
        	
                 
      

              	
                e)

              	
                The
      original Assignment in blank, which assignment shall be in form and
      substance acceptable for recording, unless such Mortgage Loan has been
      recorded in MERS;

              


      

      


      
        	
                 
      

              	
                f)

              	
                Originals
      of all recorded intervening Assignments, showing a complete chain of title
      with evidence of recording thereon.  A certified copy is
      acceptable if the recorded Assignment has not yet been
      received  from the public recording office; or certified copy
      with evidence of recording thereof if
lost;

              


      

      


      
        	
                 
      

              	
                g)

              	
                The
      original policy of title insurance or title binder if the policy has not
      yet been issued, or duplicate
original;

              


      

      


      
        	
                 
      

              	
                h)

              	
                The
      original of any security agreement, chattel mortgage, or equivalent
      document executed in connection with the
  Mortgage;

              


      

      


      
        	
                 
      

              	
                i)

              	
                The
      original or copy of the mortgage insurance certificate, if
      applicable.

              


      

      


      


      3.           On
the Closing Date or such other date mutually agreed upon by the Purchaser and
the Seller, the Seller and the Purchaser shall escrow close as mutually agreed
by the parties.  Upon receipt of the purchase price as mutually agreed
upon by the parties, the Seller shall deliver by facsimile to the Bailee a
release (the “Facsimile Release”)
authorizing a release of the Mortgage Files to the Purchaser.  Upon
receipt of such Facsimile Release, Bailee shall release the Mortgage Files to
Purchaser.

      


      4.           In
the event that (a) the Bailee fails to receive a Facsimile Release on the
Closing Date, or (b) the Bailee is notified by the Seller in writing that
certain of the Mortgage Loans will not be purchased, the Bailee shall return the
affected Mortgage Files to the Seller at the Purchaser’s expense within one
business day thereof (the “Return Date”) in
accordance with the Seller’s instructions.

      


      5.           From
and after the Delivery Date until the time of receipt of the Facsimile Release
or return of documents to Seller on the Return Date, as the case may be, the
Bailee shall maintain continuous custody and control of the Mortgage Files as
exclusive bailee for the Seller.  The Bailee represents and warrants
that it is a FNMA/FHLMC approved custodian and shall hold the Mortgage Files in
accordance with FNMA/FHLMC requirements.  The Bailee shall maintain at
all times during the existence of this bailee agreement and keep in full force
and effect fidelity insurance, theft of documents insurance, forgery insurance
and errors and omissions insurance with standard coverage and subject to
deductibles, all as are customary for insurance typically maintained by banks
which act as custodians and all in accordance with the amounts required by
FNMA/FHLMC.


      
        
           


        

        
           


          
            

          

        

        
           


        

      


      6.           The
Bailee shall indemnify the Seller and hold it harmless against any and all
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, the loss or losses of any Mortgage Loan document contained in the Mortgage
Files or from any improper or unauthorized actions taken with respect to the
Mortgage Loans from the Delivery Date to the Return Date or the Closing Date, as
the case may be.  The foregoing indemnification shall survive the
Closing Date and/or the Return Date.

      


      7.           The
agreement set forth in this bailee agreement may not be modified, amended or
altered, except by written instrument, executed by both of the parties
hereto.

      


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

      


      Very
truly yours,

      


      CITIMORTGAGE,
INC.

      (Seller)

      


      By:

      


      


      


      


      (Bailee)

      


      ACCEPTED
AND AGREED:

      


      


      By:  

      Date:

      



      
        
           


        

        
           


          
            

          

        

        
           


        

      


      


      EXHIBIT
N

      


      REGULATION
AB REQUIREMENTS

      


      DEFINED
TERMS

      


      Commission:  The
United States Securities and Exchange Commission.

      


      Company
Information:  As defined in this Exhibit.

      


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

      


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

      


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

      


      Reconstitution:  Any
Securitization Transaction or Whole Loan Transfer.

      


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

      


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


      
        
           


        

        
           


          
            

          

        

        
           


        

      


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

      


      Servicer:  As
defined in this Exhibit.

      


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

      


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

      


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

      


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

      


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

      


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


      
        
           


        

        
           


          
            

          

        

        
           


        

      


      Section
1.01.  Intent of the
Parties; Reasonableness.

      


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

      


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

      


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

      


      Section
1.02.  Additional
Representations and Warranties of the Seller and Servicer.

      


      (a)           The
Seller and Servicer shall
be deemed to represent to the Purchaser and to any Depositor, as of the date on
which information is first provided to the Purchaser or any Depositor under
Section 1.03 that, except as disclosed in writing to the Purchaser or such
Depositor prior to such date:  (i) neither the Seller nor the Servicer
is 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 or the Servicer, respectively;
(ii) the Servicer 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 Servicer as servicer has been disclosed or reported by the
Servicer; (iv) no
material changes to the Servicer’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 Servicer’s financial condition that could have a
material adverse effect on the performance by the Servicer 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 Servicer, any Subservicer or any Third-Party Originator; and (vii) there are no affiliations,
relationships or transactions relating to the Servicer, any Subservicer or any Third-Party
Originator with respect to any Securitization Transaction and any party thereto
identified by the related Depositor of a type described in Item 1119 of
Regulation AB.


      
        
           


        

        
           


          
            

          

        

        
           


        

      


      (b)           If so requested by the Purchaser or any
Depositor on any date following the date on which information is first
provided to the Purchaser or any Depositor under Section 1.03, the Seller shall, within five Business
Days following such request, confirm in writing the accuracy of the
representations and warranties set forth in paragraph (a) of this Section or, if
any such representation and warranty is not accurate as of the date of such
request, provide reasonably adequate disclosure of the pertinent facts, in
writing, to the requesting party.

      


      Section
1.03.  Information to
Be Provided by the Seller.

      


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

      


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


      
        
           


        

        
           


          
            

          

        

        
           


        

      


      (A)           the
originator’s form of organization;

      


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

      


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

      


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

      


      
        	
                 
      

              	
                (1)

              	
                the
      sponsor;

              


      

      
        	
                 
      

              	
                (2)

              	
                the
      depositor;

              


      

      
        	
                 
      

              	
                (3)

              	
                the
      issuing entity;

              


      

      
        	
                 
      

              	
                (4)

              	
                any
      servicer;

              


      

      
        	
                 
      

              	
                (5)

              	
                any
      trustee;

              


      

      
        	
                 
      

              	
                (6)

              	
                any
      originator;

              


      

      
        	
                 
      

              	
                (7)

              	
                any
      significant obligor;

              


      

      
        	
                 
      

              	
                (8)

              	
                any
      enhancement or support provider;
and

              


      

      
        	
                 
      

              	
                (9)

              	
                any
      other material transaction party.

              


      

      


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


      
        
           


        

        
           


          
            

          

        

        
           


        

      


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

      


      If so
requested by the Purchaser or any Depositor, the Seller shall provide (or, as
applicable, cause each Third-Party Originator to provide), at the expense of the
requesting party (to the extent of any additional incremental expense associated
with delivery pursuant to this Agreement), such agreed-upon procedures letters
of certified public accountants reasonably acceptable to the Purchaser or
Depositor, as applicable, pertaining to Static Pool Information relating to
prior securitized pools for securitizations closed on or after January 1, 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)           If
so requested by the Purchaser or any Depositor, the Servicer shall provide such
information regarding the Servicer and each Subservicer (each of the Servicer
and each Subservicer, for purposes of this paragraph, a “Servicer”), as is
requested for the purpose of compliance with Items 1108, 1117 and 1119 of
Regulation AB.  Such information shall include, at a
minimum:

      


      (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 Servicer
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.

      


      (I)           a
description of any legal or governmental proceedings pending (or known to be
contemplated) against the Servicer that would be material to securityholders;
and

       

      (J)           a
description of any affiliation or relationship between the Servicer and any of
the following parties to a Securitization Transaction, as such parties are
identified to the Servicer by the Purchaser or any Depositor in writing in
advance of a Securitization Transaction.

       

      
        	
                 
      

              	
                (1)

              	
                the
      sponsor;

              


      

       

      
        	
                 
      

              	
                (2)

              	
                the
      depositor;

              


      

       

      
        	
                 
      

              	
                (3)

              	
                the
      issuing entity;

              


      

       

      
        	
                 
      

              	
                (4)

              	
                any
      servicer;

              


      

       

      
        	
                 
      

              	
                (5)

              	
                any
      trustee;

              


      

       

      
        	
                 
      

              	
                (6)

              	
                any
      originator;

              


      

       

      
        	
                 
      

              	
                (7)

              	
                any
      significant obligor;

              


      

       

      
        	
                 
      

              	
                (8)

              	
                any
      enhancement or support provider;
and

              


      

       

      
        	
                 
      

              	
                (9)

              	
                any
      other material transaction party.

              


      

       

      (d)           For
the purpose of satisfying its reporting obligation under the Exchange Act with
respect to any class of asset-backed securities, the Seller or the Servicer, as
applicable, shall (or shall cause each Subservicer and Third-Party Originator
to) (i) notify the Purchaser and any Depositor in writing of (A) any material
litigation or governmental proceedings pending against the Seller, the Servicer,
any Subservicer or any Third-Party Originator and (B) any affiliations or
relationships that develop following the closing date of a Securitization
Transaction between the Seller, the Servicer, any Subservicer or any Third-Party
Originator and any of the parties specified in clause (D) of paragraph (a) of
this Section (and any other parties identified in writing by the requesting
party) with respect to such Securitization Transaction, (C) any Event of Default of which it is
aware or has received notice under the terms of the Agreement or any
Reconstitution Agreement, (D) any merger or consolidation where
Seller or Servicer, as
applicable, is not the
surviving entity or sale of substantially all of the assets of
Seller or
Servicer, and (E) Seller’s or Servicer’s entry into an agreement with a
Subservicer to perform or assist in the performance of any of the
Seller’s or Servicer’s obligations under the Agreement or any
Reconstitution Agreement and (ii) provide to the Purchaser and any
Depositor a description of such proceedings, affiliations or
relationships.


      
        
           


        

        
           


          
            

          

        

        
           


        

      


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

      


      (f)           In addition to such information as
Servicer is obligated to
provide pursuant to other provisions of this Agreement, if so requested by the Purchaser or any
Depositor, the Servicer shall provide such information regarding the performance
or servicing of the Mortgage Loans as is reasonably required to facilitate
preparation of distribution reports in accordance with Item 1121 of Regulation
AB.  Such information shall be provided concurrently with the monthly
reports otherwise required to be delivered  by the Servicer under this
Agreement, commencing with the first such report due not less than ten (10)
Business Days following such request.

      


      Section
1.04.  Servicer
Compliance Statement.

      


      On or
before March 1 of each calendar year, commencing in 2010, the Servicer shall
deliver to the Master Servicer, or
any Depositor if a Master Servicer has not been identified for the related
Securitization Transaction, a statement of compliance
signed by an authorized officer of the Servicer, to the effect that (i) a review
of the Servicer’s activities during the immediately preceding calendar year (or
applicable portion thereof) and of its performance under this Agreement and any
applicable Reconstitution Agreement during such period has been made under such
officer’s supervision, and (ii) to the best of such officers’ knowledge, based
on such review, the Servicer has fulfilled all of its obligations under this
Agreement and any applicable Reconstitution Agreement in all material respects
throughout such calendar year (or applicable portion thereof) or, if there has
been a failure to fulfill any such obligation in any material respect,
specifically identifying each such failure known to such officer and the nature
and the status thereof.

      


      Section
1.05.  Report on
Assessment of Compliance and Attestation.

      


      (a)           On
or before March 1 of each calendar year, commencing in 2010, the Servicer
shall:

      


      (i)           deliver
to the Master Servicer, or any
Depositor if a Master Servicer has not been identified for the related
Securitization Transaction, a report (in form and substance
reasonably satisfactory to the Purchaser and such Depositor) regarding the
Servicer’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 signed by an authorized officer of the Servicer, and shall address each of
the Servicing Criteria specified on a certification substantially in the form of
Attachment 2 hereto delivered to the Purchaser concurrently with the execution
of this Agreement;


      
        
           


        

        
           


          
            

          

        

        
           


        

      


      (ii)           deliver
to the Master Servicer a report of a registered public accounting firm
reasonably acceptable to such Master Servicer 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 Servicer pursuant to Section 1.06(b) to be “participating in the servicing
function” within the meaning of Item
1122 of Regulation AB, to
deliver to the Purchaser
and any Master Servicer, or any Depositor if a Master Servicer has not been
identified for the related Securitization Transaction, 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 each Subcontractor
determined by Servicer pursuant to Section 1.06(b) to be “participating in the servicing
function” within the meaning of Item
1122 of Regulation AB, to
deliver to the Purchaser
and any Master Servicer, or any Depositor if a Master Servicer has not been
identified for the related Securitization Transaction and any other Person that will be
responsible for signing the certification (a “Sarbanes Certification”) required by Rules 13a-14(d) and
15d-14(d) under the Exchange Act (pursuant to Section 302 of the Sarbanes-Oxley
Act of 2002) on behalf of an asset-backed issuer with respect to a
Securitization Transaction a certification, signed by the appropriate officer of
the Servicer, in the form
attached hereto as Attachment 1.

      


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

      


      (b)           Each
assessment of compliance provided by a Subservicer pursuant to Section
1.05(a)(i) shall address each of the Servicing Criteria specified on a
certification substantially in the form of Attachment 2 hereto delivered to the
Master Servicer concurrently with the execution of this Agreement or, in the
case of a Subservicer subsequently appointed as such, on or prior to the date of
such appointment.  An assessment of compliance provided by a
Subcontractor pursuant to Section 1.05(a)(iii) need not address any elements of
the Servicing Criteria other than those specified by the Servicer pursuant to
Section 1.06.

      


      Section
1.06.  Use of
Subservicers and Subcontractors.


      
        
           


        

        
           


          
            

          

        

        
           


        

      


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

      


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

      


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

      


      As a
condition to the utilization of any Subcontractor determined to be
“participating in the servicing function” within the meaning of Item 1122 of
Regulation AB, the Servicer shall cause any such Subcontractor used by the
Servicer (or by any Subservicer) for the benefit of the Purchaser and any
Depositor to comply with the provisions of Sections 1.05 and 1.07 of this
Agreement to the same extent as if such Subcontractor were the
Servicer.  The Servicer shall be responsible for obtaining from each
Subcontractor and delivering to the Purchaser and any Depositor any assessment
of compliance and attestation required to be delivered by such Subcontractor
under Section 1.05, in each case as and when required to be
delivered.


      
        
           


        

        
           


          
            

          

        

        
           


        

      


      Section
1.07.  Indemnification;
Remedies.

      


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

      


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

      


      (ii)           any
breach by the Seller or the Servicer of its obligation under this Article I,
including particularly any failure by the Seller, the Servicer, any Subservicer,
any Subcontractor or any Third-Party Originator to deliver any information,
report, certification, accountants’ letter or other material when and as
required under this Exhibit, including any failure by the Seller or the Servicer
to identify pursuant to Section 1.06(b) any Subcontractor “participating in the
servicing function” within the meaning of Item 1122 of Regulation AB;
or

      


      (iii)           any
breach by the Seller or the Servicer of a representation or warranty set forth
in Section 1.02(a) or in a writing furnished pursuant to Section 1.02(b) and
made as of a date prior to the closing date of the related Securitization
Transaction, to the extent that such breach is not cured by such closing date,
or any breach by the Seller or the Servicer of a representation or warranty in a
writing furnished pursuant to Section 1.02(b) to the extent made as of a date
subsequent to such closing date.


      
        
           


        

        
           


          
            

          

        

        
           


        

      


      If the indemnification provided for
herein is unavailable or insufficient to hold harmless an Indemnified Party,
then both the Seller and the Servicer 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 or the Servicer, as applicable,
on the
other.

      


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

      


      (c)           This
indemnification shall survive the termination of the Agreement or the
termination of any party to the Agreement.

      


      (d)           (i)           Any
failure by the Seller, the Servicer, any Subservicer, any Subcontractor or any
Third-Party Originator to deliver any information, report, certification,
accountants’ letter or other material when and as required under this Article,
or any breach by the Seller or the Servicer of a representation or warranty set
forth in Section 1.02(a) or in a writing furnished pursuant to Section 1.02(b)
and made as of a date prior to the closing date of the related Securitization
Transaction, to the extent that such breach is not cured by such closing date,
or any breach by the Seller or the Servicer of a representation or warranty in a
writing furnished pursuant to Section 1.02(b) to the extent made as of a date
subsequent to such closing date, shall, except as provided in clause (ii) of
this paragraph, immediately and automatically, without notice or grace period,
constitute an Event of Default with respect to the Seller or the Servicer, as
applicable, 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 Servicer under this
Agreement and/or any applicable Reconstitution Agreement without payment
(notwithstanding anything in this Agreement or any applicable Reconstitution
Agreement to the contrary) of any compensation to the Servicer; provided that to the extent
that any provision of this Agreement and/or any applicable Reconstitution
Agreement expressly provides for the survival of certain rights or obligations
following termination of the Servicer, such provision shall be given
effect.

      


      (ii)           Any
failure by the Servicer, any Subservicer or any Subcontractor to deliver any
information, report, certification or accountants’ letter when and as required
under Section 1.04 or 1.05, including (except as provided below) any failure by
the Servicer to identify pursuant to Section 1.06(b) any Subcontractor
“participating in the servicing function” within the meaning of Item 1122 of
Regulation AB, which continues unremedied for ten calendar days after the date
on which such information, report, certification or accountants’ letter was
required to be delivered shall constitute an Event of Default with respect to
the Servicer 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 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 Servicer; provided that to the extent
that any provision of this Agreement and/or any applicable Reconstitution
Agreement expressly provides for the survival of certain rights or obligations
following termination of the Servicer, such provision shall be given
effect.


      
        
           


        

        
           


          
            

          

        

        
           


        

      


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

      


      (iii)           The
Servicer shall promptly reimburse the Purchaser (or any designee of the
Purchaser, such as a master servicer) and any Depositor, as applicable, for all
reasonable expenses incurred by the Purchaser (or such designee) or such
Depositor, as such are incurred, in connection with the termination of the
Servicer 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
1.08    Third-party
Beneficiary.

      


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


      
        
           


        

        
           


          
            

          

        

        
           


        

      


      ATTACHMENT
1

       

      FORM
OF ANNUAL CERTIFICATION

       

      
        	
                 
      

              	
                Re:

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

              


      

       

      I,
________________________________, the _______________________ of [____], certify
to [the Purchaser], [the Depositor], and the [Master Servicer] [Securities
Administrator] [Trustee], and their officers, with the knowledge and intent that
they will rely upon this certification, that:

       

      (1)           I
have reviewed the servicer compliance statement of the Servicer provided in
accordance with Item 1123 of Regulation AB (the “Compliance Statement”), the
report on assessment of the Servicer’s compliance with the servicing criteria
set forth in Item 1122(d) of Regulation AB (the “Servicing Criteria”), provided
in accordance with Rules 13a-18 and 15d-18 under Securities Exchange Act of
1934, as amended (the “Exchange Act”) and Item 1122 of Regulation AB (the
“Servicing Assessment”), the registered public accounting firm’s attestation
report provided in accordance with Rules 13a-18 and 15d-18 under the Exchange
Act and Section 1122(b) of Regulation AB (the “Attestation Report”), and all
servicing reports, officer’s certificates and other information relating to the
servicing of the Mortgage Loans by the Servicer during 20[ ] that were delivered
by the Servicer to the [Depositor] [Master Servicer] [Securities Administrator]
[Trustee] pursuant to the Agreement (collectively, the “Servicer Servicing
Information”);

       

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

       

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

       

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

       

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


      
        
           


        

        
           


          
            

          

        

        
           


        

      


       

      
        Date:    _________________________

      

       

      By:

       

      Name:  ________________________________

       

      Title:   
________________________________

       


      
        
           


        

        
           


          
            

          

        

        
           


        

      


      ATTACHMENT
2

       

      SERVICING CRITERIA TO BE ADDRESSED IN
ASSESSMENT OF COMPLIANCE

      


      


      
        
          
            
              
                
                  
                    
                      
                        
                          
                            
                              
                                
                                  
                                    	
                                            SERVICING
      CRITERIA

                                          	
                                            APPLICABLE

                                            SERVICING
      CRITERIA

                                          	
                                            INAPPLICABLE

                                            SERVICING

                                            CRITERIA

                                          
	
                                            Reference

                                          	
                                            Criteria

                                          	
                                            Performed

                                            Directly

                                            by

                                            CitiMortgage

                                          	
                                            Performed

                                            by

                                            Vendor(s)

                                            for
      which

                                            CitiMortgage

                                            is
      the

                                            Responsible

                                            Party

                                          	
                                            Performed
      by

                                            subservicer(s)

                                            or
      vendor(s)

                                            for
      which

                                            CitiMortgage

                                            is
      NOT the

                                            Responsible

                                            Party1

                                          	
                                            NOT

                                            performed
      by

                                            CitiMortgage

                                            or
      by

                                            subservicer(s)

                                            or
      vendor(s)

                                            retained
      by

                                            CitiMortgage2

                                          
	 
      	
                                            General
      Servicing Considerations

                                          	 
      	 
      	 
      	 
      
	
                                            1122(d)(1)(i)

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

                                          	
                                            X

                                          	 
      	 
      	 
      
	
                                            1122(d)(1)(ii)

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

                                          	
                                            X

                                          	 
      	 
      	 
      
	
                                            1122(d)(1)(iii)

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

                                          	 
      	 
      	 
      	
                                            X

                                          
	
                                            1122(d)(1)(iv)

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

                                          	
                                            X

                                          	 
      	 
      	 
      
	 
      	
                                            Cash
      Collection and Administration

                                          	 
      	 
      	 
      	 
      
	
                                            1122(d)(2)(i)

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

                                          	
                                            X1

                                          	
                                            X2

                                          	 
      	 
      
	
                                            1122(d)(2)(ii)

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

                                          	
                                            X3

                                          	
                                            X4

                                          	 
      	
                                            X5

                                          
	
                                            1122(d)(2)(iii)

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

                                          	
                                            X

                                          	 
      	 
      	 
      
	
                                            1122(d)(2)(iv)

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

                                          	
                                            X

                                          	 
      	 
      	 
      
	
                                            1122(d)(2)(v)

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

                                          	
                                            X

                                          	 
      	 
      	 
      


                                  

                                

                              

                            

                          

                        

                      

                    

                  

                

              

            

          

        

      

      _________________________

       

      
        
          	
                  1

                	
                  Check
      only those criteria which are performed by subservicer(s) or vendor(s)
      retained by CitiMortgage.

                


        

         

        
          	
                  2

                	
                  Check
      only those criteria which CitiMortgage does NOT (i) perform directly, (ii)
      take responsibility for the performance of by a Vendor, or (iii) retain
      subservicer(s) or vendor(s) to
perform.

                


        

        

          
            
               


            

            
               


              
                

              

            

            
               


            

          



      

      


      
        
          
            
              
                
                  
                    
                      
                        
                          
                            
                              
                                
                                  
                                    
                                      
                                        
                                          
                                            
                                              	
                                                      SERVICING
      CRITERIA

                                                    	
                                                      APPLICABLE

                                                      SERVICING
      CRITERIA

                                                    	
                                                      INAPPLICABLE

                                                      SERVICING

                                                      CRITERIA

                                                    
	
                                                      Reference

                                                    	
                                                      Criteria

                                                    	
                                                      Performed

                                                      Directly

                                                      by

                                                      CitiMortgage

                                                    	
                                                      Performed

                                                      by

                                                      Vendor(s)

                                                      for
      which

                                                      CitiMortgage

                                                      is
      the

                                                      Responsible

                                                      Party

                                                    	
                                                      Performed
      by

                                                      subservicer(s)

                                                      or
      vendor(s)

                                                      for
      which

                                                      CitiMortgage

                                                      is
      NOT the

                                                      Responsible

                                                      Party1

                                                    	
                                                      NOT

                                                      performed
      by

                                                      CitiMortgage

                                                      or
      by

                                                      subservicer(s)

                                                      or
      vendor(s)

                                                      retained
      by

                                                      CitiMortgage2

                                                    
	
                                                      1122(d)(2)(vi)

                                                    	
                                                      Unissued
      checks are safeguarded so as to prevent unauthorized
    access.

                                                    	
                                                       

                                                      X

                                                    	 
      	 
      	 
      
	
                                                      1122(d)(2)(vii)

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

                                                    	
                                                      X

                                                    	 
      	 
      	 
      
	 
      	
                                                      Investor
      Remittances and Reporting

                                                    	 
      	 
      	 
      	 
      
	
                                                      1122(d)(3)(i)

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

                                                    	
                                                      X

                                                    	 
      	 
      	 
      
	
                                                      1122(d)(3)(ii)

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

                                                    	
                                                      X

                                                    	 
      	 
      	 
      
	
                                                      1122(d)(3)(iii)

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

                                                    	
                                                      X

                                                    	 
      	 
      	 
      
	
                                                      1122(d)(3)(iv)

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

                                                    	
                                                      X

                                                    	 
      	 
      	 
      
	 
      	
                                                      Pool
      Asset Administration

                                                    	 
      	 
      	 
      	 
      
	
                                                      1122(d)(4)(i)

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

                                                    	
                                                      X6

                                                    	 
      	 
      	
                                                      X7

                                                    
	
                                                      1122(d)(4)(ii)

                                                    	
                                                      Loans
      and related documents are safeguarded as required by the transaction
      agreements

                                                    	
                                                      X8

                                                    	 
      	 
      	
                                                      X9

                                                    
	
                                                      1122(d)(4)(iii)

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

                                                    	
                                                      X

                                                    	 
      	 
      	 
      


                                            

                                          

                                        

                                      

                                    

                                  

                                

                              

                            

                          

                        

                      

                    

                  

                

              

            

          

        

      

      

        
          
             


          

          
             


            
              

            

          

          
             


          

        



      


      
        
          
            
              
                
                  
                    
                      
                        
                          
                            
                              
                                
                                  
                                    
                                      
                                        
                                          	
                                                  SERVICING
      CRITERIA

                                                	
                                                  APPLICABLE

                                                  SERVICING
      CRITERIA

                                                	
                                                  INAPPLICABLE

                                                  SERVICING

                                                  CRITERIA

                                                
	
                                                  Reference

                                                	
                                                  Criteria

                                                	
                                                  Performed

                                                  Directly

                                                  by

                                                  CitiMortgage

                                                	
                                                  Performed

                                                  by

                                                  Vendor(s)

                                                  for
      which

                                                  CitiMortgage

                                                  is
      the

                                                  Responsible

                                                  Party

                                                	
                                                  Performed
      by

                                                  subservicer(s)

                                                  or
      vendor(s)

                                                  for
      which

                                                  CitiMortgage

                                                  is
      NOT the

                                                  Responsible

                                                  Party1

                                                	
                                                  NOT

                                                  performed
      by

                                                  CitiMortgage

                                                  or
      by

                                                  subservicer(s)

                                                  or
      vendor(s)

                                                  retained
      by

                                                  CitiMortgage2

                                                
	
                                                  1122(d)(4)(iv)

                                                	
                                                  Payments
      on loans, including any payoffs, made in accordance with the related 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 loan
      documents.

                                                	
                                                  X10

                                                	
                                                  X11

                                                	 
      	 
      
	
                                                  1122(d)(4)(v)

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

                                                	
                                                  X

                                                	 
      	 
      	 
      
	
                                                  1122(d)(4)(vi)

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

                                                	
                                                  X

                                                	 
      	 
      	 
      
	
                                                  1122(d)(4)(vii)

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

                                                	
                                                  X

                                                	 
      	 
      	 
      
	
                                                  1122(d)(4)(viii)

                                                	
                                                  Records
      documenting collection efforts are maintained during the period a 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 loans including, for example, phone
      calls, letters and payment rescheduling plans in cases where delinquency
      is deemed temporary (e.g., illness or unemployment).

                                                	
                                                  X

                                                	 
      	 
      	 
      
	
                                                  1122(d)(4)(ix)

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

                                                	
                                                  X

                                                	 
      	 
      	 
      
	
                                                  1122(d)(4)(x)

                                                	
                                                  Regarding
      any funds held in trust for an obligor (such as escrow
      accounts):  (A) such funds are analyzed, in accordance with the
      obligor’s 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 loan
      documents and state laws; and (C) such funds are returned to the obligor
      within 30 calendar days of full repayment of the related loan, or such
      other number of days specified in the transaction
    agreements.

                                                	
                                                  X12

                                                	
                                                  X13

                                                	 
      	 
      
	
                                                  1122(d)(4)(xi)

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

                                                	
                                                  X14

                                                	
                                                  X15

                                                	 
      	 
      
	
                                                  1122(d)(4)(xii)

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

                                                	
                                                  X16

                                                	
                                                  X17

                                                	 
      	 
      
	
                                                  1122(d)(4)(xiii)

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

                                                	
                                                  X18

                                                	
                                                  X19

                                                	 
      	 
      
	
                                                  1122(d)(4)(xiv)

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

                                                	
                                                  X

                                                	 
      	 
      	 
      
	
                                                  1122(d)(4)(xv)

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

                                                	
                                                  X

                                                	 
      	 
      	
                                                  X20

                                                


                                        

                                      

                                    

                                  

                                   

                                  
                                    
                                      
                                         


                                      

                                      
                                         


                                        
                                          

                                        

                                      

                                      
                                         


                                      

                                    



                                

                              

                            

                          

                        

                      

                    

                  

                

              

            

          

        

      

      EXHIBIT
O

      


      MORTGAGE
LOAN SCHEDULE

       

      


      
        	
                Loan
      Number

              
	
                Loan
      Group Description

              
	 
      
	 
      
	
                Program
      Code

              
	
                Program
      Code Description

              
	
                Documentation
      Short Description

              
	
                Income
      Documentation Requirement

              
	
                Asset
      Documentation Requirement

              
	
                High
      Net Worth Borrower

              
	
                Employment
      Verification Requirement

              
	
                Appraisal
      Type

              
	
                Date
      of Appraisal

              
	
                Product
      Group

              
	
                Product

              
	
                Interest
      Only Flag

              
	
                Interest
      Only Term

              
	
                Interest
      Method

              
	
                Original
      Rate

              
	
                Current
      Rate

              
	
                Original
      Term

              
	
                Remaining
      Term from Issue Date

              
	
                Remaining
      Term from Paid to Date

              
	
                Prepayment
      Penalty Flag

              
	
                Prepayment
      Penalty Term - Years

              
	
                Prepayment
      Penalty Calculation

              
	
                Assumable
      Flag

              
	
                ARM
      conv code

              
	
                Initial
      Rate Cap - Increase

              
	
                Initial
      Rate Cap - Decrease

              
	
                Periodic
      Rate Cap

              
	
                Life
      Rate Cap

              
	
                Life
      Max Rate

              
	
                Life
      Floor Rate

              
	
                First
      Payment Change Date

              
	
                Next
      Pymt Change Date

              
	
                Teaser
      Period

              
	
                Interest
      Adjustment Period

              
	
                Index
      Type

              
	
                Original
      Index Value

              
	
                Margin

              
	
                ARM
      lookback period

              
	
                Int
      Rounding Method

              


      


      
        
           


        

        
           


          
            

          

        

        
           


        

      


      


      
        	
                Rate
      Rounding Factor

              
	
                Pending
      Rate

              
	
                Pending
      Rate Effective Payment Date

              
	 
      
	
                Origination
      Date

              
	
                First
      Due

              
	
                Original
      Balance

              
	
                Interest
      Paid to Date

              
	
                Current
      Balance

              
	
                Issue
      Date

              
	
                Issue
      Balance

              
	
                Maturity
      Date

              
	 
      
	 
      
	 
      
	
                Purpose

              
	
                Debt
      Ratio

              
	
                Original
      FICO

              
	
                Current
      FICO

              
	
                Self_Employment_Flag

              
	
                First
      Time Home Buyer Flag

              
	
                Delinq
      History

              
	
                Delinq
      History Paid To Date

              
	
                Counters

              
	
                Modification
      Flag

              
	
                Modification
      Date

              
	 
      
	 
      
	
                Property

              
	
                Occupancy

              
	
                Address
      Line 1

              
	
                Address
      Line 2

              
	
                City

              
	
                State

              
	
                Zip
      Code

              
	
                County
      Name

              
	
                Units

              
	
                Appraised
      Value

              
	
                Sales
      Price

              
	
                Original
      Loan to Value

              
	
                Release
      Loan to Value

              
	
                Lien
      Position

              
	
                Simultaneous
      Second Flag

              
	
                Original
      Combined Loan to Value

              
	
                Subordinate
      Outstanding Balance

              
	
                Home
      Equity CLTV

              
	
                Subordinate
      Outstanding Lien

              
	
                Original
      PI

              
	
                Current
      PI

              
	
                Current
      PITI

              


      


      
        
           


        

        
           


          
            

          

        

        
           


        

      


      


      
        	
                MI
      Provider

              
	
                MI
      Cert Number

              
	
                MI
      Percent Coverage

              
	
                Lender_Paid_MI

              
	
                Escrow
      Payment

              
	
                Tax_Escrow_Flag

              
	
                Hazard_Escrow_Flag

              
	 
      
	 
      
	 
      
	
                Borrower1
      Last Name

              
	
                Borrower1
      First Name

              
	
                Borrower1
      SSN

              
	
                Borrower
      2 Last Name

              
	
                Borrower
      2 First Name

              
	
                Borrower
      2 SSN

              
	 
      
	 
      
	 
      
	
                Primary
      Servicer

              
	
                Servicing
      Fee

              
	
                Buydown
      Flag

              
	
                MOM
      Flag

              
	
                MERS
      Flag

              
	
                MERS
      Registration Number

              
	 
      
	 
      
	
                SandP
      Doc Code

              
	
                Fitch
      Doc Code

              
	
                Moodys
      Doc Code

              
	 
      
	 
      
	
                Billing_Program

              
	
                ACH_Drafting_Frequency

              
	
                ACH_Rate_Reward

              
	
                Payment_Posting

              
	
                Rate_Reduction_Eligible

              
	
                Rate_Reduction_Active

              
	 
      
	
                FileDate

              


      

      



      
        
           


        

        
           


          
            

          

        

        
           


        

      


      EXHIBIT
P

      


      FORM
OF NOTICE OF SALE OF OWNERSHIP OF MORTGAGE LOAN

       

      


      Under
federal law, borrowers are required to be notified in writing whenever ownership
of a mortgage loan secured by their principal dwelling is sold, transferred or
assigned (collectively, “sold”) to a new creditor.  This Notice is to
inform you that your prior creditor has sold your loan (described below) to us,
the new creditor identified below.

      


      **Please
note that while we now own your loan, we are not the servicer of your
loan.  The servicer (identified below) acts on our behalf to handle
the ongoing administration of your loan, including the collection of mortgage
payments.  Please continue to send your mortgage payments as directed
by the servicer, and NOT to
us.  Also, should you have any questions regarding your loan, please
contact the servicer using the contact information set forth
below.  The servicer is authorized to handle routine inquiries and
requests regarding your loan and, if necessary, to consult with us regarding
your request and communicate to you our decision with respect to such request.
**

      


      Please
note that the sale of your loan to
us may also result in a change of servicer.  If this occurs, you will
receive a separate notice, required under federal law, providing information
regarding the new servicer.

      


      


      
        
          
            
              
                	
                        LOAN
      INFORMATION

                         

                        Date
      of Loan:

                        Original
      Amount of Loan:

                        Date
      Your Loan was Sold to the New Creditor:

                        Address
      of Mortgaged Property:

                         

                      
	
                        SERVICER
      INFORMATION

                         

                        Name:

                        Mailing
      Address:

                        Telephone
      Number (Toll free):

                         

                      
	
                        NEW CREDITOR
      INFORMATION

                         

                        Name:

                        Mailing
      Address:  (not
      for payments):

                        Telephone
      Number (Toll free):

                         

                      
	
                        AGENT
      INFORMATION
      (If we have granted an agent other than the servicer authority to
      act on our behalf, contact information for such agent will appear
      below):

                         

                         

                      


              

            

          

        

      


      
        
           


        

        
           


          
            

          

        

        
           


        

      


      


      
        
          
            	
                    Name:

                    Mailing
      Address:

                    Telephone
      Number (Toll free):

                  


          

        

      

      


      


      
        	
                 
      

              	
                The
      transfer of the lien associated with your loan is currently recorded, or
      in the future may be recorded, in the public records of the local County
      Recorder’s office for the county where your property is
      located.  If checked  ̈, ownership of
      your loan is also recorded on the registry of the Mortgage Electronic
      Registrations System at 1818 Library Street, Suite 300, Reston, VA
      20190.

              


      

       

      
        	
                 
      

              	
                [Confirm if
      applicable]  Your loan has been securitized and
      we own legal title to your loan acting as trustee of the related
      securitization trust (the “Trust”) for the benefit of the holders
      (the “Holders”) of the mortgage-backed
      securities issued by the Trust.  Our rights and obligations, as
      trustee, are defined in one or more contracts among us, the Holders and
      certain other parties.  As a result, our authority to respond
      favorably to your requests or inquiries may be limited by the terms of
      such contracts.

              


      


      
        
           


        

        
           


          
            

          

        

        
           


        

      


      
____________________________

       

      
        Footnotes
to Attachment 2 Servicing Criteria

         

        1 The
servicer performs all of the criterion 1122(d)(2)(i) except for the lockbox
function, which is a specific, limited activity.

        
          2 The
vendor performs only the lockbox function for criterion 1122(d)(2)(i).  

        

        
          3 The
servicer under criterion 1122(d)(2)(ii) makes authorized disbursements on behalf
of an obligor for escrowed amounts and to investors and/or the paying agent for
their disbursement to investors.  

        

        
          4 Under
criterion 1122(d)(2)(ii), in specific, limited instances the tax and insurance
monitoring vendors make disbursements on behalf of an obligor.  

        

        
          5 The
paying agent (another party participating in the servicing function for which
the servicer is not the responsible party) makes authorized disbursements to
investors.

        

        6 The
servicer prepares and ships the required loan documents to the vendor that
performs the custodian function.  

        
          7 The
vendor performs the custodian function. 


        

        
          8 The
servicer prepares and ships the required loan documents to the vendor that
performs the custodian function. 


        

        
          9 The
vendor performs the custodian function.

        

      

      10 The
servicer performs all of the criterion 1122(d)(4)(iv) except for the lockbox
function, which is a specific, limited activity.  

      
        11 The
vendor performs only the lockbox function for criterion 1122(d)(4)(iv).  

      

      
        12 The
servicer performs all of the functions under criterion 1122(d)(4)(x) except for
specific, limited tax and insurance monitoring activity performed by
vendors.  

      

      
        13 The
vendors performs specific, limited tax and insurance monitoring functions for
criterion 1122(d)(4)(x).  

      

      
        14 The
servicer performs all of the functions under criterion 1122(d)(4)(xi) except for
specific, limited tax and insurance monitoring activity performed by
vendors.  

      

      
        15 The
vendors performs specific, limited tax and insurance monitoring functions for
criterion 1122(d)(4)(xi).  

      

      
        16 The
servicer performs all of the functions under criterion 1122(d)(4)(xii) except
for specific, limited tax and insurance monitoring activity performed by
vendors.  

      

      
        17 The
vendors performs specific, limited tax and insurance monitoring functions for
criterion 1122(d)(4)(xii).

      

      
        18 The
servicer performs all of the functions under criterion 1122(d)(4)(xiii) except
for specific, limited tax and insurance monitoring activity performed by
vendors.  

      

      
        19 The
vendors performs specific, limited tax and insurance monitoring functions for
criterion 1122(d)(4)(xiii).  

      

      
        20 For
primary servicing outside of CMSI, CMALT, CRMSI, CMLTI securities, this is not
applicable.