Exhibit 10.66 



     



     



MORTGAGE SERVICING
PURCHASE AND SALE AGREEMENT 




HIBERNIA NATIONAL BANK
(Seller) 






 




CITIMORTGAGE, INC.
(Purchaser) 






 




Dated and effective as
of September 30, 2004 



     



     





MORTGAGE SERVICING
PURCHASE AND SALE AGREEMENT 



        This
Mortgage Servicing Purchase and Sale Agreement (the “Agreement”), dated as of
September 30, 2004, is by and between HIBERNIA NATIONAL BANK, a national banking
association, with its principal office located in New Orleans, Louisiana (the
“Seller”), and CITIMORTGAGE, INC., a Delaware corporation, with offices located
in St. Louis, Missouri (the “Purchaser”). 




W I T N E S S E T H: 



        WHEREAS,
Seller owns the servicing rights relating to the Mortgage Loans listed in Exhibit A
attached hereto; 



        WHEREAS,
it is contemplated that the Investors will consent to the assumption of the Servicing by
Purchaser and to Seller’s transfer and assignment of the Servicing to Purchaser as
provided herein; and 



        WHEREAS,
Purchaser desires to purchase and Seller desires to sell all Seller’s right, title
and interest in and to the Servicing in accordance with the terms and conditions of this
Agreement; 



        NOW,
THEREFORE, in consideration of the mutual covenants made herein and for other good and
valuable consideration, the sufficiency of which is hereby acknowledged, the parties
hereto 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: 



        Agency
or Agencies: Fannie Mae, Freddie Mac and GNMA, collectively referred to as the
“Agencies” and individually the “Agency”. 



        Agency Loans:
Any Mortgage Loans as to which an Agency is the Investor.



        Agency
Servicing: The rights and responsibilities of Seller with respect to servicing the
Agency Loans under the Agency Servicing Agreement and the maintenance and servicing of the
Related Escrow Accounts. 



        Agency
Servicing Agreement: The Agency servicing requirements pursuant to which Seller is
currently servicing the Agency Loans. 



        Agreement:
As defined in the first paragraph hereof.



        Assignment
Holdback: A portion of the Purchase Price retained by Purchaser pursuant to Section
3.02(d) hereof equal to twenty-five dollars ($25.00) times the number of Mortgage Loans
not registered on the MERS system transferred to Purchaser on the Transfer Date. 



        Business
Day: Any day other than (a) a Saturday or Sunday, or (b) a day on which banking
institutions in the States of California, Missouri or Louisiana are authorized or
obligated by law or by executive order to be closed. 



        Buyout Price:
As defined in Section 10.03 hereof.



        Complete
Mortgage Loan File: The file or files for each Mortgage Loan that contains without
defect all of the Mortgage Loan documents pertaining to such Mortgage Loan which are
specified as the Collateral File and Servicing File Contents in Exhibit D hereto. 



        Delinquent
Mortgages: Any Mortgage Loan that, as of the Sale Date, is either sixty (60) days or
more past due or in bankruptcy, foreclosure or litigation. A Mortgage Loan will be
considered sixty (60) days past due when, for example, the payment due on October 1, 2004
remains unpaid at the close of business on November 30, 2004. 



        Document
Holdback: The remainder of the Purchase Price described in Section 3.02(c) hereof less
the Assignment Holdback. 



        Fannie Mae:
The entity formerly known as the Federal National Mortgage Association.



        FARETS:
First American Real Estate Tax Service, Inc.




         FHA:
The Federal Housing Administration. 



        First American:  First American Flood Data Services, Inc.



        Freddie Mac:  The entity formerly known as the Federal Home Loan Mortgage Corporation.




         GNMA:
The Government National Mortgage Association. 




         HUD: Department of
Housing and Urban Development. 



        Interim
Servicing Agreement: The Interim Servicing Agreement in the form of Exhibit I between
Purchaser and Seller which provides for servicing of the Mortgage Loans by Seller between
the Sale Date and the Transfer Date. 



        Interim Period:  The period from the Sale Date to the Transfer Date.



        Investors:  Means the owners of the Mortgage Loans, including the Agencies and the Private Investors.



        Letter of Intent:  That certain letter agreement, dated August 18, 2004, by and between Purchaser and Seller.



        LGC or MIC:  The default insurance provided by the VA or FHA.



        LPMI:
Lender paid mortgage insurance. 




         MERS:
Mortgage Electronic Registration Systems, Inc. 



        MI:
  The default insurance provided by private mortgage insurance companies on certain Mortgage Loans.



        Mortgage Loans:
  Each of those mortgage loans described in Exhibit A hereto.



        Mortgages:
Each of those mortgages, deeds of trust, security deeds or deeds to secure debt creating a
lien on or an interest in real property securing a Mortgage note and related to a Mortgage
Loan. 




         Mortgagor:
An obligor under a Mortgage Loan. 



                 Optional  Insurance:  Any life,  accidental  death or accident  and
health  (disability)  insurance  purchased by Mortgagor in connection with a Mortgage Loan.



                 Prior  Servicers:  Each  originator,  owner or servicer of any of the
Mortgage  Loans other than,  and prior to, Seller or the Agencies or Private Investors.



                 Private Investors:  Means each owner of the Mortgage Loans other
than the Agencies.



                 Private Investor Loans:  Any Mortgage Loans as to which a Private
Investor is the owner.





        Private
Investor Servicing: The rights and responsibilities of Seller with respect to
servicing the Private Investor Loans under the Private Investor Servicing Agreements and
the maintenance and servicing of the Related Escrow Accounts. 



        Private
Investor Servicing Agreements: The servicing agreement, subservicing agreement or
warranties and servicing agreement pursuant to which each of the Mortgage Loans is
currently being serviced by Seller for the applicable Private Investor. 




         Purchase
Price: As defined in Section 3.01(a). 



        Purchase
Price Percentage: The product of 4.89 and the Weighted Average Service Fee as of the
Sale Date.

        Purchaser:  CitiMortgage, Inc., its successors and
assigns. 





        Related
Escrow Accounts: Mortgage Loan escrow/impound accounts maintained by Seller relating
to the Servicing, including, but not limited to, accounts for buydown funds, real estate
taxes and MI, flood and hazard insurance premiums. 



        Sale
Date: Close of business on September 30, 2004, or such other date as may be mutually
agreed to in writing by Seller and Purchaser.



        Seller:  Hibernia National Bank, its successors and assigns.



        Servicer Prepayment Penalties:  As defined in Section 2.01.



        Servicing:  The collective reference to the Agency Servicing and the Private Investor Servicing.






        Servicing  Agreements:  The  collective  reference  to the Agency
Servicing  Agreements  and the Private  Investor  Servicing Agreements. 



        Transfer
Date: Open of business on February 15, 2005 for the Freddie Mac Servicing, February
28, 2005 for the Fannie Mae and Private Investor Servicing and March 1, 2005 for the GNMA
Servicing, or such other date(s) as may be mutually agreed to in writing by Seller and
Purchaser. 




         VA:
The Veterans Administration. 



        Weighted
Average Service Fee: The sum of the product of the actual outstanding principal
balance of each Mortgage Loan as of the Sale Date and such Mortgage Loan’s
corresponding net service fee (net of Agency guaranty fees and LPMI or similar third party
fees that are paid out of the gross servicing fee) divided by the sum of the actual
outstanding principal balance of all of the Mortgage Loans as of the Sale Date. 




         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; 



               



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



               



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



               



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



               




ARTICLE II 




SALE AND TRANSFER OF
SERVICING 




         Section
2.01 Items to be Sold. 



        Subject
to, and upon the terms and conditions of this Agreement, Seller shall, as hereinafter
provided, sell, transfer, assign and deliver to Purchaser all right, title and interest in
and to the Servicing including the Related Escrow Accounts. 



        The
Servicing conveyed to Purchaser hereunder shall include the rights to retain prepayment
penalties after the Transfer Date to the extent that Seller has the rights to retain
prepayment penalties as of the Sale Date (the “Servicer Prepayment Penalties”). 




         Section
2.02 Sale Date. 




         On
the Sale Date: 



          	(a) 	  	
               All indicia of legal ownership to the Servicing, including all legal rights,
               obligations and duties with respect to the Servicing, shall be transferred to
               Purchaser as provided herein; 



               



          	(b) 	  	
               The following documents shall be exchanged between the parties: 



               



     	(i)	       

          this Agreement, duly executed by each of the parties hereto; 


          


     	(ii) 	       

           the Interim Servicing Agreement, duly executed by each of the parties hereto; 


          



     	(iii) 	       

           Seller shall have provided to Purchaser the duly executed corporate certificate
          required by Section 8.03; and 


          



     	(iv) 	       

           Purchaser shall have provided to Seller the duly executed corporate certificate
          required by Section 9.03; 


          



          	(c) 	  	
               Seller shall assign to Purchaser its rights to receive the servicing fees and
               all incidental fees on the Mortgage Loans subject to the Interim Servicing
               Agreement; and 



               



          	(d)	  	
               Purchaser shall pay to Seller the portion of the Purchase Price due on the Sale Date. 



               




         Section
2.03 Transfer Date. 




         On
the Transfer Date: 



          	(a) 	  	
               Purchaser shall assume all Servicing responsibilities, and Seller shall cease
               all Servicing responsibilities, related to the Mortgage Loans; 



               



          	(b) 	  	
               Seller shall assign to Purchaser all of Seller’s right, title and interest
               in and to the Servicing Agreements and Mortgage Loans with respect to the
               Servicing transferred; 



               



          	(c) 	  	
               The following documents shall be exchanged between the parties: 



               



     	(i) 	       

           an assignment and assumption agreement, in form and substance mutually
          satisfactory to the parties hereto and duly executed by each of the parties
          hereto with respect to each Private Investor Servicing Agreement, and
          acknowledged or consented to by each third party whose consent is required
          thereto; 


          



     	(ii) 	       

           Seller shall have provided to Purchaser the duly executed corporate certificate
          required by Section 8.04; and 


          



     	(iii) 	       

           Purchaser shall have provided to Seller the duly executed corporate certificate
          required by Section 9.04. 


          





ARTICLE III 




CONSIDERATION 




         Section
3.01 Purchase Price. 



          	(a) 	  	
               In full consideration for the sale of the Servicing, and upon the terms and
               conditions of this Agreement, Purchaser shall pay to Seller a Purchase Price
               (the “Purchase Price”) equal to the product of (x) the actual
               outstanding principal balance of the Mortgage Loans as of the Sale Date, less
               (i) the actual outstanding principal balance, as of the Sale Date, of any loan
               that is a Delinquent Mortgage (except that for purposes of determining the
               estimated purchase price as of the Sale Date, the parties shall utilize the
               actual outstanding principal balance of the Mortgage Loans as of the close of
               business on September 27, 2004), (ii) the actual outstanding principal balance
               of any loan ninety (90) days or more past due or in bankruptcy, foreclosure or
               litigation all as of the Transfer Date, other than a loan the unpaid principal
               balance of which has been excluded under (i) above and (iii) the actual
               outstanding principal balance, as of the Sale Date, of any loan which prepays in
               full within ninety (90) calendar days of the Sale Date, multiplied by (y) the
               Purchase Price Percentage. The Purchase Price shall be reduced by any cost or
               fee necessary to establish with, or transfer to, Purchaser or its agents, any
               bi-saver program feature. 



               



          	(b) 	  	
               It is understood and agreed that if the principal balance of any Mortgage Loan
               or any other information used in computing the amount of the Purchase Price
               shall be found, within ninety (90) calendar days after the Transfer Date, to
               have been incorrectly computed, the Purchase Price shall be promptly and
               appropriately adjusted on the basis of the calculation stated in Section
               3.01(a). 



               



          	(c) 	  	
               On or prior to the Transfer Date, Seller shall, at Seller’s expense,
               transfer to Purchaser full life of loan tax service contracts with FARETS. The
               tax service contracts shall provide Purchaser with complete tax procurement and
               payment services. Seller agrees to provide to Purchaser, in an electronic format
               acceptable to Purchaser, the information necessary to effectuate the
               establishment of a tax service for all fifty (50) states. 



               



          	(d) 	  	
               On or prior to the Transfer Date, Seller shall, at Seller’s expense,
               transfer to Purchaser full life of loan flood insurance determination tracking
               services with First American at no cost to Purchaser. 



               



          	(e) 	  	
               No later than one (1) Business Day prior to the Sale Date, Seller shall have
               completed and provided to Purchaser, the Estimated Purchase Price Computation
               Worksheet, including the attachment thereto, in the form of Exhibit B-1. 



               



          	(f) 	  	
               No later than two (2) Business Days after the Transfer Date, Seller shall
               complete and provide to Purchaser, the Purchase Price Computation Worksheet,
               including the attachments thereto, in the form of Exhibit B-2. 



               




         Section
3.02 Payment. 



        The
Purchase Price shall be paid to Seller by wire transfer of immediately available federal
funds as follows: 



          	(a) 	  	
               Thirty percent (30%) of the estimated Purchase Price as reflected on Exhibit B-1
               shall be paid to Seller prior to 11:00 a.m. Eastern Time on the Sale Date;
               provided, however that if the Servicing is not transferred to Purchaser on the
               Transfer Date and the transaction is terminated, such funds shall be immediately
               returned to Purchaser by wire transfer of immediately available federal funds;
               and further provided, if the failure to transfer Servicing is due to
               Seller’s fault, then Seller shall also pay to Purchaser interest on the
               estimated Purchase Price paid to Seller calculated at the overnight federal
               funds effective rate from the date payment is received by Seller to the date
               payment is returned to Purchaser. The estimated Purchase Price shall be
               determined by the parties at least one (1) Business Day prior to the Sale Date
               based on information regarding the Mortgage Loans and as of the close of
               business on September 27, 2004. 



               



          	(b) 	  	
               Sixty percent (60%) of the Purchase Price shall be paid to Seller within one (1)
               Business Day after receipt by Purchaser of Complete Mortgage Loan Files for at
               least seventy-five percent (75%) of the number of Mortgage Loans transferred to
               Purchaser on the Transfer Date, the Servicing information referenced in Section
               7.10 and the wire transfer referenced in Section 7.11. 



               



          	(c) 	  	
               The remainder of the Purchase Price shall be retained by Purchaser as an
               Assignment Holdback and a Document Holdback to be released to Seller as set
               forth below. 



               



          	(d) 	  	
               The Assignment Holdback shall be released to Seller commencing sixty (60)
               calendar days after the final Transfer Date and quarterly thereafter. Purchaser
               shall release to Seller twenty-five dollars ($25.00) for each recorded Mortgage
               Loan assignment received by Purchaser as required pursuant to Section 7.01
               hereof. 



               



          	(e) 	  	
               The Document Holdback shall be released to Seller commencing one hundred twenty
               (120) calendar days after the final Transfer Date and quarterly thereafter on a
               prorated basis based on Complete Mortgage Loan Files received by Purchaser
               during such one hundred twenty (120) calendar days and each quarter thereafter;
               provided that, subject to the following sentence, the amount of the Document
               Holdback retained by Purchaser shall not be less than five hundred thousand
               dollars ($500,000). Purchaser shall release the final five hundred thousand
               dollars ($500,000) of the Document Holdback, on the date Complete Mortgage Loan
               Files for one hundred percent (100%) of the Mortgage Loans transferred to
               Purchaser on the Transfer Date are delivered to Purchaser; provided, however,
               Purchaser agrees to discuss in good faith, within five (5) Business Days of
               Seller’s request, the earlier release of the final Document Holdback
               amount; 



               



          	(f) 	  	
               Seller agrees to provide any undelivered Mortgage Loan documents or Servicing
               Files in its possession within five (5) Business Days of receipt of a written
               request by Purchaser made after the time such Mortgage Loan documents and
               Servicing Files are required to be delivered to Purchaser pursuant to Section
               7.09(b) hereof; and 



               



          	(g) 	  	
               If Complete Mortgage Loan Files for all of the Mortgage Loans have not been
               received by Purchaser within three hundred sixty (360) calendar days from the
               latest Transfer Date, Purchaser may, at its option, request that Seller obtain
               the documentation at Seller’s expense. If, within ninety (90) calendar days
               after such request, Seller has not provided Complete Mortgage Loan Files for all
               Mortgage Loans, Purchaser may, at its option, obtain the documentation at
               Seller’s expense and net any costs and expenses incurred from any funds
               still retained by Purchaser hereunder, and any funds remaining thereafter shall
               be remitted promptly to Seller. Seller will reimburse Purchaser for any costs
               and expenses to obtain such documentation that are greater than any funds
               retained by Purchaser. 



               




ARTICLE IV 




REPRESENTATIONS AND
WARRANTIES OF SELLER 



        As
an inducement to Purchaser to enter into this Agreement, Seller represents and warrants to
Purchaser as follows: 




         Section
4.01 Due Incorporation and Good Standing. 



        Seller
is a national banking association duly organized and validly existing under the laws of
the United States. Seller is qualified to transact business in each jurisdiction where the
failure to so qualify would have a material adverse effect upon Seller’s ability to
service the Mortgage Loans. 




         Section
4.02 Authority and Capacity. 



        Seller
has all requisite corporate power, authority and capacity, subject to approvals required
pursuant to Sections 7.02 and 7.03 hereof, to enter into this Agreement and the Interim
Servicing Agreement and to perform the obligations required of it hereunder and
thereunder. The execution and delivery of this Agreement and the Interim Servicing
Agreement, and the consummation of the transactions contemplated hereby and thereby, have
each been duly and validly authorized by all necessary corporate action. This Agreement
and the Interim Servicing Agreement constitute valid and legally binding agreements of
Seller enforceable in accordance with their respective terms against Seller, and no
offset, counterclaim or defense exists to the full performance by Seller of this Agreement
and the Interim Servicing Agreement, except as the same may be limited by bankruptcy,
insolvency, reorganization or other laws relating to or affecting the enforcement of
creditors’ rights and by general equity principles. 




         Section
4.03 Title to the Servicing and Related Escrow Accounts. 



        Seller
is the lawful owner of the Servicing, is responsible for the maintenance of the Related
Escrow Accounts, has the sole right and authority, subject to the approvals required
pursuant to Sections 7.02 and 7.03 hereof, to transfer the Servicing as contemplated
hereby, and is not contractually obligated to sell or subcontract the Servicing to any
other party. The transfer, assignment and delivery of the Servicing and of the Related
Escrow Accounts shall vest in Purchaser all rights as servicer free and clear of any and
all claims, charges, defenses, offsets and encumbrances of any kind or nature whatsoever. 




         Section
4.04 Related Escrow Accounts. 



        All
Related Escrow Accounts are being maintained in accordance with applicable law and in
accordance with the Servicing Agreements and the terms of the related Mortgages and other
Mortgage Loan documents; and, except as to payments which are past due under Mortgage
notes and except to the extent provided for in Sections 7.05 and 7.06 hereof, all balances
required by the Mortgages or other Mortgage Loan documents and paid to Seller for the
account of the Mortgagors are on deposit in the appropriate Related Escrow Account. Seller
shall, in accordance with the Interim Servicing Agreement, credit to the account of
Mortgagors all interest required by statute or the terms of the Mortgage or other Mortgage
Loan documents to be paid on any Related Escrow Account through the Transfer Date.
Evidence of such credit shall be provided to Purchaser. 




         Section
4.05 Litigation; Compliance with Laws. 



        There
is no litigation, proceeding or governmental investigation pending or, to the best of
Seller’s knowledge, threatened, or any order, injunction or decree outstanding which
could have a material adverse effect upon any of the Mortgage Loans, the Related Escrow
Accounts or the Servicing nor does Seller know of any basis for any such litigation,
proceeding or governmental investigation. Seller has not violated any applicable law,
regulation, ordinance, order, injunction or decree, or any other requirement of any
governmental body or court, which may materially affect any of the Mortgage Loans or the
Servicing. 




         Section
4.06 Servicing Agreements. 



        Seller
has performed all obligations to be performed under the Servicing Agreements and LGC, MIC
and MI requirements, as applicable, and no event has occurred and is continuing which, but
for the passage of time or the giving of notice or both, would constitute an event of
default on the part of Seller thereunder. 





         Section
4.07 Accuracy of Servicing Information. 



        The
information provided by Seller, or its agents, to Purchaser in accordance with
Purchaser’s due diligence of the Mortgage Loans, the Servicing, this Agreement and
the Interim Servicing Agreement is true and correct in all material respects. 




         Section
4.08 Effective Agreements. 



        The
execution, delivery and performance of this Agreement and the Interim Servicing Agreement
by Seller, its compliance with the terms hereof and thereof and the consummation of the
transactions contemplated hereby and thereby will not violate, conflict with, result in a
breach of, constitute a default under, be prohibited by or require any additional approval
under its charter or bylaws, or, upon obtaining the approvals required pursuant to
Sections 7.02 and 7.03 hereof, any instrument or agreement to which it is a party or by
which it is bound or which affects the Servicing, or any state or federal law, rule or
regulation or any judicial or administrative decree, order, ruling or regulation
applicable to it or to the Servicing. 




         Section
4.09 No Accrued Liabilities. 



        There
are no accrued liabilities of Seller with respect to the Mortgage Loans or the Servicing
or circumstances under which such accrued liabilities will arise against Purchaser as
successor to the Servicing with respect to occurrences prior to the Transfer Date. 




         Section
4.10 Adverse Selection. 



        Seller
has not used any adverse selection procedures in selecting the Mortgage Loans from among
the outstanding loans of similar product types in Seller’s portfolio. 




         Section
 4.11 Seller/Servicer Standing. 



        Seller
is an approved Fannie Mae and Freddie Mac Seller/Servicer and a GNMA Issuer/Servicer in
good standing with the requisite financial criteria and adequate resources to complete the
transactions contemplated hereby on the conditions stated herein. 




         Section
4.12 Disclosure of Mortgage Loan Account Information. 



        Except
as otherwise indicated in writing to Purchaser no later than five (5) Business Days prior
to the date of this Agreement, Seller has not, nor has its affiliates, agents and/or
subservicers, since the execution of the Letter of Intent to purchase the Mortgage Loans,
disclosed Mortgage Loan account-specific information, including, but not limited to, names
and addresses of Mortgagors, to any third person or unaffiliated entity unless such
disclosure was necessary to comply with applicable state or federal law, rule or
regulation, the Servicing Agreements and/or applicable LGC, MIC or MI requirements. 





         Section
4.13 Private Investor Servicing Agreements. 



          	(a) 	  	
               All Private Investor Servicing Agreements and all other documents pertaining to
               duties, obligations and rights of Seller under the Private Investor Servicing
               Agreements are listed on Exhibit M hereto and a copy of each has been or will be
               prior to the Sale Date made available to Purchaser. The Private Investor
               Servicing Agreements set forth all of the terms and conditions of Seller’s
               rights and obligations to the Investors, and there are no other agreements,
               written or oral, that modify or affect the Private Investor Servicing Agreements
               in any material respect. 



               



          	(b) 	  	
               Each Private Investor Servicing Agreement is a valid and binding obligation of
               the parties thereto enforceable in accordance with its terms except as the same
               may be limited by bankruptcy, insolvency, reorganization or other laws relating
               to or affecting the enforcement of creditors’ rights and by general equity
               principles, and is in full force and effect as of the Sale Date. No Private
               Investor Servicing Agreement is subject to any pledge, lien, assignment or other
               encumbrance incurred or suffered by Seller or to any right of any party other
               than the rights of Investors set forth in the applicable Private Investor
               Servicing Agreement. 



               



          	(c) 	  	
               Neither the execution and delivery of this Agreement by Seller nor the sale by
               Seller of the Servicing pursuant to this Agreement will, solely by reason of
               such execution, delivery or sale, result in a default (or give rise to any right
               of termination, cancellation, or acceleration not otherwise available) under any
               of the terms, conditions or provisions of any Private Investor Servicing
               Agreement subject to the receipt of the consents contemplated by this Agreement,
               or require the consent or other approval of any Person to the assignment to
               Purchaser of all of Seller’s right, title and interest thereunder other
               than the consents contemplated by this Agreement. 



               



          	(d) 	  	
               Seller has not received any notice that any Investor has determined or intends
               to terminate a Private Investor Servicing Agreement to which it is a party or to
               declare an event of default thereunder. 



               




         Section
4.14 Prior Servicers. 



          	(a) 	  	
               Each Prior Servicer was duly organized, validly existing and in good standing
               under the laws of its jurisdiction of incorporation or organization. 



               



          	(b) 	  	
               Each Prior Servicer was qualified to transact business in each jurisdiction in
               which such qualification was deemed necessary. 



               



          	(c) 	  	
               No Prior Servicer has violated any applicable law, regulation, ordinance, order,
               injunction or decree, or any other requirement of any governmental body or
               court, which may materially affect any of the Mortgage Loans or the Servicing. 



               



          	(d) 	  	
               All Prior Servicers have performed all obligations to be performed under the
               Servicing Agreements and MI requirements, as applicable, and no event has
               occurred and is continuing which, but for the passage of time or the giving of
               notice or both, would constitute an event of default thereunder. 



               




         Section
4.15 MERS Membership. 



        Seller
is a member in good standing of the MERS system. 




ARTICLE V 




REPRESENTATIONS AND
WARRANTIES AS TO MORTGAGE LOANS 



        As
further inducement to Purchaser to enter into this Agreement, Seller represents and
warrants to Purchaser, with respect to each Mortgage Loan, as follows: 




         Section
5.01 Mortgage Loan Documents. 



        The
Mortgage Loan documents are genuine, duly executed by a Mortgagor of legal capacity, and
all insertions in any Mortgage Loan document are correct. Seller has no knowledge of any
facts that would impair the validity or value of the Mortgage note, the Mortgage, any
other Mortgage Loan document or the collateral. The Mortgage Loan documents listed on
Exhibit D contain the entire agreement between the parties to each Mortgage Loan. Each
Mortgage Loan was originated utilizing Fannie Mae/Freddie Mac uniform documents or
utilizing documents otherwise acceptable to the applicable Investor. 




         Section
5.02 Unpaid Balance. 



        The
amount of the unpaid balance of each Mortgage Loan which is reflected on Exhibit A is
correct as of the date of Exhibit A and there are no defenses, setoffs or counterclaims
against any Mortgage Loan. 




         Section
5.03 Security Interest. 



        The
security interest granted by the Mortgagor in the property described in the Mortgage is a
valid lien on the property described therein. 




         Section
5.04 Compliance with Laws and Investor Requirements. 



        Each
Mortgage Loan transaction complies in all material respects with the applicable
requirements of each Investor, HUD, FHA, VA and each of the federal or state laws or
regulations that pertain to the origination, closing, pooling and servicing of the
Mortgage Loan. 




         Section
5.05 Payment of Taxes, Insurance Premiums, Etc. 



        All
real estate taxes, special government assessments, ground rents and flood, hazard, LGC,
MIC and MI insurance premiums with respect to all Mortgage Loans have been paid when due
by Seller or the Prior Servicers or, if not escrowed, paid by the Mortgagors. 




         Section
5.06 Effective Insurance. 



        All
flood, hazard, LGC, MIC and MI insurance policies remain in full force and effect. 




         Section
5.07 Real Estate Tax Identifications. 



        All
real estate tax identifications are legally sufficient. Tax segregation, where required,
has been completed. 




         Section
5.08 Mortgagor Statements. 



        All
payoff and assumption statements with respect to each Mortgage Loan provided by Seller to
Mortgagors or their agents were complete and accurate. 




         Section
5.09 Interest on Escrows. 



        Seller
has credited to the account of each Mortgagor all interest required to be paid and all
such interest accrued which is due but not yet payable to a Mortgagor on any Related
Escrow Account through the Transfer Date. Evidence of such credit shall be provided to
Purchaser. 




         Section
5.10 Title Insurance. 



        A
title policy, or for mortgaged properties located in Iowa or any other states where it is
customary practice, an abstract of title and certification of attorney’s mortgage
lien opinion, which is currently in effect and has not been modified, has been issued for
each Mortgage Loan insuring, in an amount no less than the outstanding Mortgage Loan
balance, that the Mortgage relating thereto is a valid lien on the property therein
described and that the related mortgaged property is free and clear of all encumbrances
and liens having priority over the lien of the Mortgage, except for (i) liens for real
estate taxes and special assessments not yet due and payable, (ii) easements and
restrictions of record being acceptable to mortgage lending institutions generally and
specifically identified in the title policy, (iii) other matters to which like properties
are commonly subject which do not materially interfere with the benefits of the security
intended to be provided by the Mortgage Loan or the use, enjoyment, value or marketability
of the related mortgaged property and (iv) liens for taxes or assessments arising after
the date of the recordation of the Mortgage. In jurisdictions that give unpaid common
expense assessments limited priority over a first mortgage lien, the policy provides
assurance that those assessments have been paid through the effective date of the policy. 




         Section
5.11 Tax Compliance. 



        Seller
has complied in all material respects with all local, state and federal laws and
regulations pertaining to tax reporting. For example, but not by way of limitation, Seller
has: 



          	(a) 	  	
               certified Social Security or Taxpayer Identification numbers for each Mortgage
               Loan; and 



               



          	(b) 	  	
               provided all appropriate tax forms and information to (i) the Internal Revenue
               Service, (ii) the buyers and sellers in assumption or foreclosure transactions
               and (iii) Mortgagors who have a buydown account as part of their Mortgage Loan. 



               




         Section
5.12 Recourse Status. 



        All
of the Mortgage Loans have been sold to the applicable Investor, and are being serviced,
without recourse, as defined by the Agencies, to Seller. 




         Section
5.13 Mortgage Loan Servicing. 



        Each
Mortgage Loan has been serviced in accordance with the terms of its Mortgage note,
Mortgage and related Mortgage Loan documents and the Servicing Agreements. 




         Section
5.14 Fraud. 



        No
action, error, omission, misrepresentation, negligence, fraud or similar occurrence with
respect to a Mortgage Loan has taken place on the part of any person, including without
limitation Seller, the Mortgagor, any appraiser, any builder or developer, or any other
party involved in the origination of the Mortgage Loan or in the application of any
insurance regarding such Mortgage Loan that materially and adversely affects Purchaser,
the Mortgage Loan or the Servicing. 




         Section
5.15 MERS Registration. 



        As
of the Transfer Date, all required data with respect to all Mortgage Loans registered on
the MERS system has been entered by Seller on the MERS system, with the exception of
recording information that is not yet available to Seller as of the Transfer Date. 




         Section
5.16 Participation Loans. 



        No
Mortgage Loan which is a participation loan has more than four (4) participation
Investors. 




ARTICLE VI 




REPRESENTATIONS AND
WARRANTIES OF PURCHASER 



        As
an inducement to Seller to enter into this Agreement, Purchaser represents and warrants to
Seller as follows: 




         Section
6.01 Due Incorporation and Good Standing. 



        Purchaser
is a corporation duly organized, validly existing and in good standing under the laws of
the State of Delaware. Purchaser is qualified to transact business in each jurisdiction in
which such qualification is deemed necessary to service the Mortgage Loans. 




         Section
6.02 Authority and Capacity. 



        Purchaser
has all requisite corporate power, authority and capacity, subject to approvals required
pursuant to Sections 7.02 and 7.03 hereof, to enter into this Agreement and the Interim
Servicing Agreement and to perform the obligations required of it hereunder and
thereunder. The execution and delivery of this Agreement and the Interim Servicing
Agreement and the consummation of the transactions contemplated hereby and thereby, have
each been duly and validly authorized by all necessary corporate action. This Agreement
and the Interim Servicing Agreement constitute valid and legally binding agreements of
Purchaser enforceable in accordance with their respective terms against Purchaser, and no
offset, counterclaim or defense exists to the full performance by Purchaser of this
Agreement and the Interim Servicing Agreement, except as the same may be limited by
bankruptcy, insolvency, reorganization or other laws relating to or affecting the
enforcement of creditors’ rights and by general equity principles. 




         Section
6.03 Effective Agreements. 



        The
execution, delivery and performance of this Agreement and the Interim Servicing Agreement
by Purchaser, its compliance with the terms hereof and thereof and the consummation of the
transactions contemplated hereby and thereby will not violate, conflict with, result in a
breach of, constitute a default under, be prohibited by or require any additional approval
under its certificate of incorporation or bylaws, or, upon obtaining the approvals
required by Sections 7.02 and 7.03 hereof, any instrument or agreement to which it is a
party or by which it is bound or which affects the Servicing, or any state or federal law,
rule or regulation or any judicial or administrative decree, order, ruling or regulation
applicable to it or to the Servicing. 




         Section
6.04 Seller/Servicer Standing. 



        Purchaser
is an approved Fannie Mae and Freddie Mac Seller/Servicer and GNMA Issuer/Servicer in good
standing with the requisite financial criteria and adequate resources to complete the
transactions contemplated hereby on the conditions stated herein. 




         Section
6.05 Litigation. 



        There
is no litigation, proceeding or governmental investigation pending or, to the best of
Purchaser’s knowledge, threatened, which might materially and adversely affect its
ability to consummate the transactions contemplated by this Agreement nor does Purchaser
know of any basis for any such litigation, proceeding or governmental investigation.
Purchaser has not violated any applicable law, regulation, ordinance, order, injunction or
decree, or any other requirement of any governmental body or court, which may materially
affect Purchaser’s ability to consummate the transactions contemplated by this
Agreement. 




         Section
6.06 MERS Membership. 



        Purchaser
is a member in good standing of the MERS system. 




ARTICLE VII 




COVENANTS 



        Purchaser and
Seller covenant and agree as follows: 




         Section
7.01 Assignments. 



          	(a) 	  	
               On or prior to the Transfer Date, Seller shall, at its own expense, prepare and
               send for recordation an individual assignment of each Mortgage Loan not
               registered on the MERS system (i) to Purchaser and (ii) from Purchaser to each
               Agency in a form acceptable under state or federal law and under Servicing
               Agreement requirements and satisfactory to Purchaser. 



               



          	(b) 	  	
               Purchaser shall provide a tape of its Mortgage Loan numbers to Seller at least
               thirty (30) calendar days prior to the Transfer Date and Seller shall reference
               the corresponding Purchaser Mortgage Loan number on each assignment prepared
               pursuant to this Section 7.01. 



               



          	(c) 	  	
               Within two (2) Business Days after the Transfer Date, Seller shall provide to
               Purchaser each original recorded Mortgage assignment required by Section 7.01(a)
               hereof provided if such original has not been returned by the appropriate
               recorder’s office, Seller shall provide a copy of the executed Mortgage
               assignment with a certification affixed to the assignment that such Mortgage
               assignment is a true and correct copy and that the original Mortgage assignment
               has been delivered to the appropriate land recorder’s office for
               recordation. 



               



          	(d) 	  	
               On and after the Transfer Date, at Purchaser’s reasonable request, Seller
               shall deliver such other appropriately executed and authenticated instruments of
               sale, assignment, transfer and conveyance to Purchaser as Purchaser may
               reasonably request in order to accomplish the transfer to Purchaser of all of
               Seller’s rights related to the Servicing and the Mortgage Loans, including
               a limited power of attorney substantially in the form of Exhibit K hereto. Such
               instruments provided by Seller shall be reasonably satisfactory in form to
               Purchaser. 



               



          	(e) 	  	
               On or prior to the Transfer Date, Seller shall initiate an electronic
               transmission to MERS changing the servicer of record with respect to any
               Mortgage Loan registered on the MERS system to Purchaser, and Purchaser promptly
               shall take all action requested by MERS to confirm such transfer. 



               




         Section
7.02 Investor Approval. 



          	(a) 	  	
               Transfer of the Servicing is subject to approval of the Investors (a list of
               such required approvals shall be provided to Purchaser by Seller within ten (10)
               Business Days following the Sale Date), which shall be the responsibility of
               Seller to obtain no later than thirty (30) calendar days prior to the Transfer
               Date. If all such approvals are not obtained within the time period set forth in
               the first sentence of this paragraph, the parties shall negotiate in good faith
               to extend the Transfer Date with respect to the Servicing as to which Investor
               approval has not been obtained. Promptly after the Sale Date, Seller shall use
               commercially reasonable efforts to take such actions as may be necessary to
               obtain Investor approval to the Servicing transfer. A copy of each Investor
               submission and corresponding approval shall be forwarded to Purchaser by Seller
               within five (5) Business Days after delivery to, or receipt from, the applicable
               Investor. 



               



          	(b) 	  	
               If Investor approval is obtained subject to Seller and/or Purchaser fulfilling
               certain conditions, then the transactions contemplated hereunder shall be
               consummated subject to such conditions, in which case the parties shall use
               their best efforts to fulfill such conditions as soon as possible; provided that
               such conditions do not materially impair the expected economic benefits of the
               contemplated transaction to either Purchaser or Seller. 



               



          	(c) 	  	
               If the consent of any Private Investor is not obtained by Seller within the time
               period required by Section 7.02(a), to the extent permitted under the terms of
               the related Servicing Agreement, the parties shall enter into a mutually
               acceptable subservicing agreement pursuant to which Purchaser shall service the
               related Mortgage Loans on substantially the same terms as the related Private
               Investor Servicing Agreement and obtain the economic benefit of such Servicing
               as if, and to the same extent, such Servicing had transferred to Purchaser on
               the Transfer Date. 



               



          	(d) 	  	
               Seller and Purchaser shall prepare and execute all forms, documents, agreements
               and other information customary for transactions of this nature as reasonably
               requested by the Investors and any other applicable entities in connection with
               the transfer of the Servicing. Purchaser shall cooperate with Seller in
               obtaining any required approvals. 



               



          	(e) 	  	
               Without limiting the provisions of Section 7.02(d), not less than sixty (60)
               days prior to the Transfer Date, the parties shall execute and deliver to each
               other Assignment and Assumption Agreements with respect to each Private Investor
               Servicing Agreement, in form and substance satisfactory to the parties and
               sufficient to comply with Investor requirements and the applicable Private
               Investor Servicing Agreements. Such Assignment and Assumption Agreements shall
               be effective as of the Transfer Date and shall be submitted to the applicable
               Investor and other parties at the time of Seller’s request for consent to
               the transactions contemplated hereby. 



               




         Section
7.03 Governmental Agency Filings. 



        Purchaser
and Seller agree to take all reasonable and necessary actions to obtain approval of the
transfer by any and all federal and state agencies, as may be required. 




         Section
7.04 Transfer Notices. 



          	(a) 	  	
               No later than fifteen (15) calendar days prior to the Transfer Date, Purchaser
               shall mail, or shall cause to be mailed, to each Mortgagor a joint notification
               letter, in a form reasonably satisfactory to Seller, advising the Mortgagor of
               (i) the transfer of Servicing to Purchaser, (ii) Seller’s tax reporting
               responsibilities, and (iii) the effect of the transfer of Servicing on Optional
               Insurance. The expense of the preparation, printing and mailing of such joint
               letter shall be shared equally by Purchaser and Seller. In addition, the mailing
               and content of such letter shall comply with all applicable state and federal
               laws or regulations and applicable Agency requirements. 



               



          	(b) 	  	
               No later than thirty (30) calendar days prior to the Transfer Date, Seller
               shall, at Seller’s expense, and in a form reasonably satisfactory to
               Purchaser, (i) notify all relevant MI companies by electronic transmission, that
               all insurance premium billings for the Mortgage Loans must thereafter be sent to
               Purchaser and (ii) transmit to the applicable flood and hazard insurance
               companies and/or agents (1) notification of the assignment of the Servicing to
               Purchaser, (2) change endorsement requests with standard mortgagee clause
               endorsed in favor of “CitiMortgage, Inc., its successors and/or
               assigns,” and (3) instructions to deliver all notices and insurance
               statements, as the case may be, to Purchaser or Purchaser’s agent from and
               after the Transfer Date. 



               



          	(c) 	  	
               No later than thirty (30) calendar days prior to the date a notice referenced in
               this Section 7.04 is required to be sent, Seller provide Purchaser with a draft
               of such notice for approval. 



               




         Section
7.05 Real Estate Taxing Authorities. 



          	(a) 	  	
               On the Transfer Date, for all loans, Seller shall, at Seller’s expense,
               transfer to Purchaser full life of loan tax service contracts with FARETS. The
               tax service contracts are to provide Purchaser with complete tax procurement and
               payment services. Seller agrees to provide to Purchaser, in an electronic format
               acceptable to Purchaser, the information necessary to effectuate the
               establishment of a tax service on the Transfer Date for all fifty (50) states. 



               



          	(b) 	  	
               Seller shall be responsible for any tax penalties incurred due to incorrect or
               missing tax records processed or provided by Seller or Seller’s tax service
               agent to Purchaser. 



               



          	(c) 	  	
               Seller shall pay or cause to be paid, prior to the Transfer Date, all tax bills
               (including any applicable penalties and interest) with tax due dates prior to or
               within sixty (60) calendar days following the Transfer Date, if such tax bills
               have been issued by the taxing authority and received by Seller at least five
               (5) Business Days prior to the Transfer Date. 



               



          	(d) 	  	
               Purchaser shall not be responsible for any tax penalties (including any loss of
               discount for which a Mortgagor or any third party for the benefit of the
               Mortgagor has a legal claim) on Mortgage Loans for which the related tax due
               date occurs (i) prior to the Transfer Date, or (ii) prior to or within sixty
               (60) calendar days following the Transfer Date, but only if the tax bill was
               issued by the taxing authority and received by Seller at least five (5) Business
               Days prior to the Transfer Date. 



               



          	(e) 	  	
               Seller shall provide to Purchaser within two (2) Business Days after the
               Transfer Date a current list of Mortgage Loans that have taxes or assessments
               that were (i) due prior to or within sixty (60) calendar days after the Transfer
               Date and not paid or (ii) due within ninety (90) calendar days after the
               Transfer Date. 



               




         Section
7.06 Hazard and MI Insurance. 



          	(a) 	  	
               Seller shall pay or cause to be paid, prior to the Transfer Date, all insurance
               bills with policy due dates prior to or within sixty (60) calendar days
               following the Transfer Date, if such insurance bills have been issued by
               insurance companies and received by Seller at least five (5) Business Days prior
               to the Transfer Date. 



               



          	(b) 	  	
               Seller shall provide to Purchaser within two (2) Business Days after the
               Transfer Date a current list of Mortgage Loans that have hazard and MI insurance
               premiums and/or assessments that were (i) due prior to or within sixty (60)
               calendar days after the Transfer Date and not paid or (ii) due within ninety
               (90) calendar days after the Transfer Date. 



               



          	(c) 	  	
               Purchaser acknowledges that Seller’s subsidiary, Hibernia Reinsurance
               Company, has a reinsurance arrangement with respect to the Mortgage Loans
               identified as reinsured mortgage loans in the Servicing information described in
               Section 7.10 hereof (the “Reinsured Mortgage Loans”). Purchaser agrees
               that unless required by law or the Mortgage Loan documents or as an incident of
               the refinancing of any Reinsured Mortgage Loan it shall not request or cause the
               cancellation of MI coverage on any Reinsured Mortgage Loan, and that Purchaser
               shall use its best efforts with respect to any subsequent sale or assignment of
               the Servicing by Purchaser to obtain a covenant by its purchaser or assignee not
               to cancel any such MI coverage unless required by law or the Mortgage Loan
               Documents or as an incident of the refinance of such Reinsured Mortgage Loan. 



               




         Section
7.07 Flood Insurance Determination Tracking. 



          	(a) 	  	
               On the Transfer Date, for all loans, Seller agrees to transfer to Purchaser life
               of loan flood insurance determination tracking services with First American
               Flood Data Services at no cost to Purchaser. Seller shall provide such
               additional flood insurance determination information that is readily available
               to Seller as may be reasonably requested by Purchaser. 



               



          	(b) 	  	
               Seller shall provide to Purchaser within two (2) Business Days after the
               Transfer Date a current list of Mortgage Loans that have flood insurance
               premiums and/or assessments that were (i) due prior to or within sixty (60)
               calendar days after the Transfer Date and not paid or (ii) due within ninety
               (90) calendar days after the Transfer Date. 



               




         Section
7.08 Optional Insurance. 



        Within
three (3) Business Days after the Sale Date, Seller shall provide to Purchaser the
information listed on Exhibit G hereto with respect to the Mortgage Loans as of the Sale
Date. As authorized by, and in accordance with, the terms of the Optional Insurance
policies or any applicable law, and as directed by Purchaser no later than thirty (30)
calendar days prior to the Transfer Date, Seller shall inform each Mortgagor with Optional
Insurance, in the notice required by Section 7.04(a) hereof, of (a) Mortgagor’s
ability to pay such Optional Insurance on a direct basis, (b) cancellation of such
Optional Insurance and, if applicable, of the opportunity to obtain Optional Insurance
made available by or through Purchaser or any of its affiliates, or (c) Mortgagor’s
ability to pay premiums on such Optional Insurance to Purchaser with Purchaser forwarding
such payment to Mortgagor’s Optional Insurance carrier. If the Optional Insurance is
cancelled as described above, and such cancellation occurs prior to the Transfer Date,
Seller shall be responsible for (a) any refunds due to Mortgagors as a result of such
cancellation, (b) all claims (whether formally filed with the Optional Insurance carrier
or not) that arise from events that occur prior to such cancellation and (c) forwarding to
Purchaser, or if required by the related Optional Insurance contract to the Mortgagor, any
Optional Insurance benefits or proceeds that are paid in connection with any claims under
(b). 




         Section
7.09 Delivery of Mortgage Loan Documentation and Information. 



          	(a) 	  	
               Within three (3) Business Days after the Sale Date and each Investor cutoff date
               following the Sale Date and within two (2) Business Days after the Transfer
               Date, Seller, at its own expense, shall provide a schedule of Mortgage Loans, in
               a trial balance type report, including the information listed on Exhibit A. 



               



          	(b) 	  	
               Purchaser shall provide Seller, at Purchaser’s expense, with pre-printed
               file folders, numbered sequentially as mutually agreed to by Seller and
               Purchaser, to be used by Seller in transferring Mortgage Loan files to
               Purchaser. Within two (2) Business Days after the Transfer Date Seller, at its
               own expense, shall provide Purchaser or Purchaser’s document custodian, as
               directed by Purchaser, the Mortgage Loan documentation and information described
               in Exhibits D and F in accordance with Purchaser’s shipping and packing
               instructions described in Exhibits L-1 and L-2. 



               



          	(c) 	  	
               On the twenty-fifth (25th) day of each month following the Sale Date,
               or, if the twenty-fifth (25th) day is not a Business Day, the first
               Business Day following the twenty-fifth day of the month, Seller shall provide
               to Purchaser, via electronic mail to Purchaser’s designee, an Excel
               spreadsheet detailing the Mortgage Loan account number, principal balance and
               interest paid to date as of the twenty-fourth (24th) day of such
               month for each Mortgage Loan. 



               




         Section
7.10 Delivery of Servicing System Information. 



        Seller
shall provide to Purchaser, on conversion tapes meeting the specifications of Exhibit C,
all servicing information, including the information in Exhibit E, relating to the
Mortgage Loans that is necessary for the proper servicing of the Mortgage Loans or to
ensure compliance with the Servicing Agreements. Test conversion tapes shall be delivered
to Purchaser (a) within two (2) Business Days after the Sale Date, (b) sixty (60) calendar
days prior to the Transfer Date and (c) thirty (30) calendar days prior to the Transfer
Date. Two (2) duplicate final conversion tapes shall be delivered to Purchaser no later
than two (2) Business Days after the Transfer Date. In addition, Seller shall provide to
Purchaser, in a tape format acceptable to Purchaser, GNMA securityholder information
within forty-eight (48) hours of Seller’s production of GNMA securityholder checks in
the calendar month of the Transfer Date and each of the two (2) calendar months preceding
the Transfer Date. 




         Section
7.11 Related Escrow Account Balances. 



        Within
three (3) Business Days after the Transfer Date Seller shall: 



          	(a) 	  	
               Provide Purchaser by wire transfer of immediately available federal funds the
               net escrow (net of Seller’s unreimbursed advances) and suspense balances,
               all hazard and flood insurance loss draft balances, any buydown balances and any
               unapplied funds associated with the Mortgage Loans; and 



               



          	(b) 	  	
               Provide Purchaser with an accounting statement sufficient to enable Purchaser to
               reconcile the balances referred to in Section 7.11(a) above with the accounts of
               the Mortgage Loans. 



               




         Section
7.12 Payoffs and Assumptions. 



        Seller
shall provide to Purchaser within two (2) Business Days after the Transfer Date (a) copies
of all assumption and payoff statements generated by Seller on the Mortgage Loans within
the preceding sixty (60) calendar days and (b) a status report for any assumption or
payoff in process as of the Transfer Date. Seller and Purchaser shall cooperate with and
assist each other, as requested, in completing any payoff or assumption that is in process
as of the Transfer Date. 




         Section
7.13 Mortgage Loan Payments Received After Transfer Date. 



        Any
Mortgage Loan payment received by Seller (a) within thirty (30) calendar days after the
Transfer Date shall be forwarded to Purchaser by overnight mail within one (1) Business
Day of receipt and (b) between thirty-one (31) and sixty (60) calendar days after the
Transfer Date shall be promptly forwarded to Purchaser by U.S. mail, with an endorsement
of the Mortgage Loan payment to Purchaser. Thereafter, any Mortgage Loan payments received
by Seller shall be immediately returned to the Mortgagor with a notice that Mortgagor must
send payments to Purchaser. Any Mortgage Loan payments with respect to Mortgage Loans the
Servicing of which is repurchased by Seller pursuant to Section 10.03 hereof received by
Purchaser (a) within thirty (30) calendar days after such repurchase shall be forwarded to
Seller by overnight mail within one (1) Business Day of receipt and (b) between thirty-one
(31) and sixty (60) calendar days after such repurchase shall be promptly forwarded to
Seller by U.S. mail, with an endorsement of the Mortgage Loan payment to Seller.
Thereafter, any Mortgage Loan payments received by Purchaser shall be immediately returned
to the Mortgagor with a notice that Mortgagor must send payments to Seller. All other
Mortgage Loan correspondence or documentation received by Seller after the Transfer Date
shall be forwarded to Purchaser no later than three (3) Business Days after receipt by
Seller. Any Mortgage Loan payments forwarded by Seller or Purchaser pursuant to this
Section 7.13 shall be accompanied by sufficient information to permit appropriate
processing of the payment, including, without limitation, a transmittal identifying for
each payment Seller and Purchaser loan number, the check number, the payment amount, the
Mortgagor’s last name, the number of checks transmitted and total dollar amount of
such checks. 




         Section
7.14 Misapplied and Returned Payments. 



        Misapplied
and returned payments shall be processed as follows: 



          	(a) 	  	
               Both parties shall cooperate in correcting misapplication errors; 



               



          	(b) 	  	
               The party receiving notice of a misapplied payment shall immediately notify the
               other party; 



               



          	(c) 	  	
               Subject to Section 3.01(b) hereof, if a misapplied payment has created an
               improper Purchase Price as the result of an inaccurate outstanding principal
               balance, a check shall be issued to the party shorted by the improper payment
               application within ten (10) Business Days after notice thereof by the other
               party; 



               



          	(d) 	  	
               Any check issued under the provisions of this Section 7.14 shall be accompanied
               by a statement indicating the purpose of the check, the Mortgagor and property
               address involved, and the corresponding Seller and Purchaser account number; and 



               



          	(e) 	  	
               If any Mortgagor’s check presented to Seller prior to the Transfer Date is
               returned unpaid to Seller for any reason subsequent to the Transfer Date, Seller
               shall immediately forward the original unpaid check to Purchaser and Purchaser
               shall reimburse Seller therefor promptly upon Seller’s demand. If, as a
               result of the unpaid check such Mortgagor’s loan becomes a Delinquent
               Mortgage or becomes ninety (90) days or more past due at the Transfer Date,
               Seller shall reimburse to Purchaser the Purchase Price allocable to said
               Mortgage Loan within ten (10) Business Days after notice thereof by Purchaser. 



               




         Section
7.15 Servicing Obligations. 



          	(a) 	  	
               From the date hereof until the Transfer Date, Seller shall in accordance with
               the Interim Servicing Agreement pay, perform and discharge all liabilities and
               obligations relating to the Servicing, including without limitation all
               liabilities and obligations under the Servicing Agreements, Mortgage Loan
               documents and applicable laws, regulations and Investor requirements; and shall
               pay, perform and discharge all the rights, obligations and duties with respect
               to the Related Escrow Accounts as required by the Investors, the Servicing
               Agreements, the Mortgage Loan documents and all applicable laws and regulations
               until the transfer of such items on the Transfer Date. 



               



          	(b) 	  	
               On and after the Transfer Date, Purchaser shall pay, perform and discharge all
               liabilities and obligations relating to the Servicing, including without
               limitation all liabilities and obligations under the Servicing Agreements,
               Mortgage Loan documents and applicable laws, regulations and Investor
               requirements; and shall pay, perform and discharge all rights, obligations and
               duties with respect to the Related Escrow Accounts as required by the Investors,
               the Servicing Agreements, the Mortgage Loan documents and all applicable laws
               and regulations. 



               



          	(c) 	  	
               Purchaser shall not be responsible for the acts and omissions of Seller nor for
               any other obligations or liabilities of Seller whatsoever, except those
               obligations or liabilities in the Servicing Agreements or the Mortgage Loan
               documents, which obligations and liabilities are hereby assumed by Purchaser.
               Seller shall not be responsible for any of the acts and omissions of Purchaser
               nor for any other obligations or liabilities of Purchaser. 



               




         Section
7.16 Reporting/Remittance Responsibilities. 



        Seller
and Purchaser agree that responsibilities for providing monthly accounting reports and for
making payments to the Investors shall be as described on Exhibit H and in the applicable
Servicing Agreements. Seller and Purchaser shall cooperate during the Interim Period to
ensure that all reports and remittances are handled in compliance with Investor
requirements. 




         Section
7.17 Solicitation Rights. 



          	(a) 	  	
               Neither Seller nor any of its affiliates shall solicit Mortgagors (nor shall
               Seller or its affiliates direct any of their agents to solicit Mortgagors) for
               any purposes, including, but not limited to, financial services, insurance
               coverage or prepayment of Mortgage Loans. Without the prior written consent of
               Purchaser, and except for the uses described in Section 7.17(b), Seller shall
               not sell or distribute any customer list incorporating the names of Mortgagors
               and shall not allow any person to use any customer list of Seller incorporating
               the names of Mortgagors to solicit or promote, the sale of any services or
               products to any Mortgagor. Except as provided in Section 7.06(c) hereof with
               respect to Reinsured Mortgage Loans and except as otherwise provided by Section
               3.2 of that certain Subservicing Agreement between Interbay Funding, LLC, as
               Servicer, and Coastal Banc, ssb, as Subservicer, dated as of September 1, 2003,
               Purchaser or any of its affiliates may make sales to, or solicit the sale to,
               Mortgagors of financial services and products, including, but not limited to,
               insurance related products. 



               



          	(b) 	  	
               The restrictions under Section 7.17(a) above shall not apply to: 



               



     	(i) 	 

           an advertising campaign or mass mailing that is not targeted to the Mortgagors
          offering financial services, including mortgage or insurance-related products
          and services, directed to the general public or designated segments of the
          general public; or 


          



     	(ii) 	 

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


          



     	(iii) 	 

           routine inserts in statements sent to Seller’s customers that are not
          targeted to the Mortgagors. 


          



          	(c) 	  	
               Neither Seller nor any of its affiliates may circumvent the intent of this
               Section 7.17 by selling or distributing a customer list incorporating the names
               of the Mortgagors to any other person or entity. 



               




         Section
7.18 Year End Tax Reporting. 



        Seller
shall be responsible for providing the Internal Revenue Service and Mortgagors with all
appropriate tax forms and information for transactions affecting the Mortgage Loans during
the calendar year 2004 and the period from January 1, 2005, through the Transfer Date.
Seller further agrees to cooperate with Purchaser in providing additional tax information
reasonably requested by Purchaser in order to comply with Purchaser’s tax reporting
obligations with respect to the Mortgage Loans. 




         Section
7.19 Quality Control Reviews. 



        Prior
to the Transfer Date, Seller shall be responsible for completion of any required quality
control reviews of the Mortgage Loans in accordance with the Servicing Agreements and
provide to Purchaser records of such quality control reviews promptly following their
completion. 




         Section
7.20 Cooperation. 



        Seller
and Purchaser shall cooperate with and assist each other, as reasonably requested, in
carrying out the purposes of this Agreement and the Interim Servicing Agreement. 




         Section
7.21 Supplemental Information. 



        From
time to time prior to and after the Transfer Date, Seller shall furnish Purchaser such
incidental information, which is reasonably available to Seller, supplemental to the
information contained in the documents and schedules delivered pursuant to this Agreement,
which is necessary for the proper servicing of the Mortgage Loans or to ensure compliance
with the Servicing Agreements. 




         Section
7.22 Access to Information. 



        Prior
to the Transfer Date, Seller shall, upon five (5) Business Days prior written notice, give
to Purchaser and its counsel, accountants and other representatives reasonable access to
all of Seller’s files, books and records relating to the Servicing and Related Escrow
Accounts during normal business hours. 




         Section
7.23 Termination of Servicing. 



        No
party (other than the Agencies or Seller) has the right to terminate the Servicing without
cause. 




         Section
7.24 Whole Loan Servicing Agreement. 



        In
the event that any Investor requires the repurchase of a Mortgage Loan pursuant to the
related Servicing Agreement, Seller shall be responsible for such repurchase in accordance
with Section 10.03 (except to the extent that such repurchase results from the acts or
omissions of Purchaser, as servicer under the related Servicing Agreement). 





         Section
7.25 Assignments. 



        For
any Mortgage Loan which pays in full prior to the return of the assignments described in
Section 7.01, Seller shall, within two (2) Business Days of receipt of written request
from Purchaser, execute and return to Purchaser any such assignments prepared by Purchaser
and required to effectuate a Mortgage Loan satisfaction. 




         Section
7.26 GNMA Certification. 



        Each
GNMA pool shall have received final certification no later than the time required by GNMA.
If certification is not received within such time, Seller shall repurchase from Purchaser
at the Buyout Price set forth in, and in accordance with the provisions of, Section 10.03
hereof, any and all Mortgage Loans necessary to ensure the immediate final certification
of the pool. 




         Section
7.27 VA No-Bid Notification. 



        Purchaser
shall notify Seller within five (5) Business Days of its receipt of any “No-bid”
election by the VA on any VA Mortgage Loan covered by the indemnification under Section
10.01(g) hereof. Should Seller wish to buy down the balance of such Mortgage Loan, it will
provide Purchaser with bidding instructions within five (5) Business Days of receipt of
notice from Purchaser, which instructions Purchaser will agree to follow. In addition,
Purchaser agrees to provide Seller with any information reasonably requested by Seller
with respect to any of these VA No-bid Mortgage Loans. 




ARTICLE VIII 




CONDITIONS PRECEDENT
TO OBLIGATIONS OF PURCHASER 



        The
obligations of Purchaser under this Agreement are subject to the satisfaction or waiver of
the following conditions: 




         Section
8.01 Correctness of Representations and Warranties. 



        The
representations and warranties made by Seller in this Agreement are, and shall continue to
be, true and correct in all material respects on the Sale Date and the Transfer Date. 




         Section
8.02 Compliance with Conditions. 



        All
of the terms, covenants, conditions and obligations of this Agreement required to be
complied with and performed by Seller shall have been duly complied with and performed in
all material respects. 




         Section
8.03 Corporate Certificate. 



        On
the Sale Date, Purchaser shall have received from Seller a certified copy of its corporate
resolution approving the execution and delivery of this Agreement and the Interim
Servicing Agreement and the consummation of the transactions contemplated hereby and
thereby, together with such other certificates of incumbency and other evidences of
corporate authority as Purchaser or its counsel may reasonably request. 




         Section
8.04 Certificate of Seller. 



        On
the Transfer Date, Seller shall provide Purchaser a certificate, substantially in the form
attached hereto as Exhibit J, signed by an authorized officer of Seller dated as of such
date, applicable to the transactions contemplated by this Agreement, to the effect that:
(a) each of Seller’s representations and warranties made in this Agreement is true
and correct in all material respects as of such date; and (b) all of the terms, covenants
and conditions of this Agreement required to be complied with and performed by Seller at
or prior to the Transfer Date have been duly complied with and performed in all material
respects. 




         Section
8.05 No Material Adverse Change. 



        There
shall not have been any change in the Servicing, the Mortgage Loans, the Related Escrow
Accounts or to Seller’s relationship with, or authority from, the Agencies that will
likely materially and adversely affect the consummation of the transactions contemplated
hereby. 




         Section
8.06 No Actions. 



        There
shall not have been commenced or threatened any action, suit or proceeding which will
likely materially and adversely affect the Servicing, the Mortgage Loans or the Related
Escrow Accounts or the consummation of the transactions contemplated hereby. 




         Section
8.07 Consents. 



        Except
as otherwise provided herein, on the Transfer Date the parties shall have obtained all
consents and approvals of third parties required for the consummation of the transactions
as contemplated by Section 7.02. 






ARTICLE IX 




CONDITIONS PRECEDENT
TO OBLIGATIONS OF SELLER 



        The
obligations of Seller under this Agreement are subject to the satisfaction of the
following conditions: 




         Section
9.01 Correctness of Representations and Warranties. 



        The
representations and warranties made by Purchaser in this Agreement are, and shall continue
to be, true and correct in all material respects on the Sale Date and the Transfer Date. 




         Section
9.02 Compliance with Conditions. 



        All
of the terms, conditions, covenants and obligations of this Agreement required to be
complied with and performed by Purchaser shall have been duly complied with and performed
in all material respects. 




         Section
9.03 Corporate Certificate. 



        On
the Sale Date, Seller shall have received from Purchaser a certified copy of its corporate
resolution approving the execution and delivery of this Agreement and the Interim
Servicing Agreement and the consummation of the transactions contemplated hereby and
thereby, together with such other certificates of incumbency and other evidences of
corporate authority as Seller or its counsel may reasonably request. 




         Section
9.04 Certificate of Purchaser. 



        On
the Transfer Date, Purchaser shall provide Seller a certificate, substantially in the form
attached hereto as Exhibit J, signed by an authorized officer of Purchaser dated as of
such date, applicable to the transactions contemplated by this Agreement, to the effect
that: (a) each of Purchaser’s representations and warranties made in this Agreement
is true and correct in all material respects as of such date; and (b) all of the terms,
covenants, conditions and obligations of this Agreement required to be complied with and
performed by Purchaser at or prior to the Transfer Date have been duly complied with and
performed in all material respects. 




         Section
9.05 No Material Adverse Change. 



        There
shall not have been any change to Purchaser’s financial condition, or to
Purchaser’s relationship with, or authority from, the Investors, that will likely
materially and adversely affect the consummation of the transactions contemplated hereby. 





         Section
9.06 No Actions. 



        There
shall not have been commenced or threatened any action, suit or proceeding that will
likely materially and adversely affect the consummation of the transactions contemplated
hereby. 




         Section
9.07 Consents. 



        On
the Transfer Date, the parties shall have obtained all consents and approvals of third
parties required for the consummation of the transactions as contemplated by Section 7.02. 




ARTICLE X 




INDEMNIFICATION; CURE
OR REPURCHASE 




         Section
10.01 Indemnification by Seller. 



        Seller
shall indemnify, defend and hold Purchaser harmless from and shall reimburse Purchaser for
any losses, damages, deficiencies, claims, causes of action or expenses of any nature
(including, but not limited to, reasonable attorneys’ fees and legal or other
expenses associated with investigation, defense and discovery) suffered or incurred by
Purchaser before or after the Transfer Date which result from: 



          	(a) 	  	
               Any misrepresentation made by Seller in this Agreement, the Servicing Agreements
               or in any schedule, written statement or certificate furnished by Seller
               pursuant to this Agreement or the Servicing Agreements (including, without
               limitation, the information included in the Exhibits hereto); 



               



          	(b) 	  	
               Any breach of a representation or warranty by Seller, or the non-fulfillment of
               any term, covenant, condition or obligation of Seller contained in this
               Agreement, the Interim Servicing Agreement, the Servicing Agreements or in any
               schedule, written statement or certificate furnished by Seller pursuant to this
               Agreement, the Interim Servicing Agreement or the Servicing Agreements; 



               



          	(c) 	  	
               Any breach of a representation or warranty in Section 4.14 hereof with respect
               to a Prior Servicer, regardless of whether or not Seller had knowledge of the
               breach; 



               



          	(d) 	  	
               Any error in originating, closing, pooling or servicing any of the Mortgage
               Loans (including, without limitation, errors in determination of interest rate
               and monthly payment adjustments) prior to the Transfer Date including improper
               action or failure to act when required to do so; 



               



          	(e) 	  	
               Any defect in any Mortgage Loan existing as of the Transfer Date (including
               those defects subsequently discovered the basis for which occurred on or prior
               to the Transfer Date), or as a result of any act or omission of Seller or a
               Prior Servicer prior thereto; 



               



          	(f) 	  	
               Seller’s failure to (i) permit Purchaser to examine records, (ii) comply
               with the provisions hereof or Purchaser’s reasonable instructions regarding
               the transfer of Servicing or (iii) provide accurate information reasonably
               requested by Purchaser regarding the Mortgage Loans or the Servicing; 



               



          	(g) 	  	
               Any expenses and losses on any VA Mortgage Loan that is a VA “No-bid”,
               including those Mortgage Loans resulting in buydowns, as of the second
               anniversary of the Transfer Date or any VA Mortgage Loan referred to an attorney
               for foreclosure action on or before the second anniversary of the Transfer Date
               which becomes a VA “No-bid”; or 



               



          	(h) 	  	
               Litigation, proceedings, governmental investigations, orders, injunctions or
               decrees the basis for which occurred on or prior to the Transfer Date involving
               the Servicing or any of the Mortgage Loans or resulting from any of the items
               described in Section 10.01(a)-(g) above; 



               



provided, however, that Purchaser has
taken all reasonable and appropriate actions to mitigate any such losses, damages,
deficiencies, claims, causes of action or expenses. 



        Each
party shall promptly notify the other of any litigation, proceedings, governmental
investigations, orders, injunctions or decrees specified above (collectively, a
“Claim”). Seller shall have the right to defend Purchaser against the Claim with
counsel of its choice reasonably satisfactory to Purchaser. Purchaser may participate in
the defense of any such Claim with co-counsel of its choice; provided, however, that
counsel for Seller shall be lead counsel and the fees and expenses of Purchaser’s
counsel shall be at the expense of Purchaser unless (i) Seller has agreed in writing to
pay such fees and expenses, (ii) Seller has failed to assume the defense and employ
counsel as provided herein or (iii) a claim shall have been brought or asserted against
Seller as well as Purchaser and Purchaser shall have been advised in writing by counsel
that there may be one or more factual or legal defenses available to it that are in
conflict with those available to Seller. Such co-counsel shall be at the expense of
Seller; provided, however, that counsel for Seller shall be lead counsel and Seller shall
not be required to pay the fees and expenses of more than one separate counsel. Seller
shall not settle, compromise, decline to appeal or otherwise dispose of any Claim without
the prior written consent of Purchaser, which consent shall not be unreasonably withheld
or delayed, provided, however, that such consent shall not be required for a Claim
involving less than $100,000.00. 




         Section
10.02 Indemnification by Purchaser. 



        Purchaser
shall indemnify, defend and hold Seller harmless from and shall reimburse Seller for any
losses, damages, deficiencies, claims, causes of action or expenses of any nature
(including, but not limited to, reasonable attorneys’ fees and legal or other
expenses associated with investigation, defense and discovery) suffered or incurred by
Seller before or after the Transfer Date which result from: 



          	(a) 	  	
               Any misrepresentation made by Purchaser in this Agreement, or in any schedule,
               written statement or certificate furnished by Purchaser pursuant to this
               Agreement; 



               



          	(b) 	  	
               Any breach of a representation or warranty by Purchaser, or the non-fulfillment
               of any term, covenant, condition or obligation of Purchaser contained in this
               Agreement, the Interim Servicing Agreement, the Servicing Agreements or in any
               schedule, written statement or certificate furnished by Purchaser pursuant to
               this Agreement or the Servicing Agreement; 



               



          	(c) 	  	
               Any error of Purchaser in servicing any of the Mortgage Loans after the Transfer
               Date including improper action or failure to act when required to do so; or 



               



          	(d) 	  	
               Litigation, proceedings, governmental investigations, orders, injunctions or
               decrees the basis for which occurred on or after the Transfer Date involving the
               Servicing or any of the Mortgage Loans or resulting from any of the items
               described in Section 10.02(a)-(c) above; 



               



provided, however, that Seller has
taken all reasonable and appropriate actions to mitigate any such losses, damages,
deficiencies, claims, causes of action or expenses. 



        Each
party shall promptly notify the other of any litigation, proceedings, governmental
investigations, orders, injunctions or decrees specified above (collectively, a
“Claim”). Purchaser shall have the right to defend Seller against the Claim with
counsel of its choice reasonably satisfactory to Seller. Seller may participate in the
defense of any such Claim with co-counsel of its choice; provided, however, that counsel
for Purchaser shall be lead counsel and the fees and expenses of Seller’s counsel
shall be at the expense of Seller unless (i) Purchaser has agreed in writing to pay such
fees and expenses, (ii) Purchaser has failed to assume the defense and employ counsel as
provided herein or (iii) a claim shall have been brought or asserted against Purchaser as
well as Seller and Seller shall have been advised in writing by counsel that there may be
one or more factual or legal defenses available to it that are in conflict with those
available to Purchaser. Such co-counsel shall be at the expense of Purchaser; provided,
however, that counsel for Purchaser shall be lead counsel and Purchaser shall not be
required to pay the fees and expenses of more than one separate counsel. Purchaser shall
not settle, compromise, decline to appeal or otherwise dispose of any Claim without the
prior written consent of Seller, which consent shall not be unreasonably withheld or
delayed, provided, however, that such consent shall not be required for a Claim involving
less than $100,000.00. 




         Section
10.03 Cure or Repurchase. 



        If,
as a result of a breach of a representation or warranty of Seller contained in the
Servicing Agreements, any Mortgage Loan is found defective by the applicable Investor,
then Seller will, upon notification by Purchaser and/or upon notification by such
Investor, contest, correct or cure such defect, at Seller’s sole expense, within the
time prescribed by the Investor to the satisfaction of the Investor or Seller shall
repurchase such Mortgage Loan (a) if prior to the Transfer Date, from the Investor, at the
price required by the Investor, or (b) if after the Transfer Date, from Purchaser, at the
price required by the Investor plus the Purchase Price paid for such Mortgage Loan
recalculated on the unpaid principal balance of such Mortgage Loan at the time of
repurchase and any unreimbursed advances, including interest and escrow advances, made by
Purchaser with respect to such Mortgage Loan (the “Buyout Price”). Purchaser
agrees that it will not prevent Seller from consulting with any Investor with respect to
the circumstances described in the preceding sentence. Seller shall pay Purchaser the
Buyout Price with respect to a repurchased Mortgage Loan no later than fifteen (15)
calendar days following the mailing of the related Mortgagor notice. Upon completion of
the repurchase by Seller the Servicing to such Mortgage Loan shall revert to Seller, and
Purchaser shall forward to Seller all Mortgage Loan documents, Servicing records, Related
Escrow Accounts and any other records and documents relating to such Mortgage Loan within
five (5) Business Days after receipt of the Buyout Price, subject to applicable state and
federal laws governing transfers of servicing rights. Seller shall identify to Purchaser
prior to the Transfer Date any Mortgage Loan that any Agency has notified Seller to
repurchase and shall use its best efforts to complete the cure or repurchase of such
Mortgage Loan prior to the Transfer Date. 




ARTICLE XI 




MISCELLANEOUS 




         Section
11.01 Costs and Expenses. 



        Whether
or not the transactions hereby contemplated shall be consummated, costs and expenses
incurred in connection with the transactions contemplated hereby shall be paid as follows: 



          	(a) 	  	
               Seller shall pay all fees necessary to transfer the Servicing to Purchaser,
               including, but not limited to, any costs, fees and expenses payable to the
               Agencies, or any state or federal agencies, subservicer, any trustee,
               Seller’s custodian, any transit vendor engaged by Seller in connection with
               the shipping of the loan files and for the preparation and recordation of
               assignments and delivery of all final documentation for the recertification for
               all pools within the twelve (12) months following the applicable Transfer Date
               or such earlier timeframe as may be required by the Agencies or Private
               Investors. 



               



          	(b) 	  	
               Except as otherwise provided herein, Purchaser and Seller shall each pay the
               expenses incurred by it or its affiliates in connection with the transactions
               contemplated hereby. 



               




         Section
11.02 Confidentiality. 



        Each
party understands that certain information which it has been furnished and will be
furnished in connection with this transaction, including, but not limited to information
concerning business procedures, servicing fees or prices, Non Public Personal Information
and/or Personally Identifiable Financial Information (as those terms are defined in
Sections 573.3(n) and (o) of the Office of Thrift Supervision Regulations on Privacy of
Consumer Information published at 12CFR Chapter V implementing Title V of the
Gramm-Leach-Bliley Act), policies or plans of the other party or any of its affiliates, is
confidential and proprietary, and each party agrees, to the extent permitted by applicable
law, that it will maintain the confidentiality of such information and will not disclose
it to others or use it except in connection with the proposed acquisition contemplated by
this Agreement, without the prior written consent of the party furnishing such
information. Information which is generally known in the industry concerning a party or
among such party’s creditors generally or which has been disclosed to the other party
by third parties who have a right to do so shall not be deemed confidential or proprietary
information for these purposes. If Purchaser, any of its affiliates or any officer,
director, employee or agent of any of the foregoing is at any time requested or required
to disclose any confidential or proprietary information supplied to it in connection with
the transactions contemplated hereby, Purchaser agrees to provide Seller with prompt
notice of such request(s) so that Seller may seek an appropriate protective order and/or
waive Purchaser’s compliance with the terms of this Section 11.02. If Seller, any of
its affiliates or any officer, director, employee or agent of any of the foregoing is at
any time requested or required to disclose any confidential or proprietary information
supplied to it in connection with the transactions contemplated hereby, Seller agrees to
provide Purchaser with prompt notice of such request(s) so that Purchaser may seek an
appropriate protective order and/or waive Seller’s compliance with the terms of this
Section 11.02. Notwithstanding the terms of this Section 11.02, if, in the absence of a
protective order or the receipt of a waiver hereunder, Purchaser or Seller is nonetheless,
in the opinion of its counsel, compelled to disclose information concerning the other
party to any tribunal or else stand liable for contempt or suffer other censure or
penalty, Purchaser or Seller may disclose such information to such tribunal without
liability hereunder. If the proposed acquisition is not consummated, each party agrees to
promptly return to the other, immediately upon request, all confidential materials, and
all copies thereof, which have been furnished to it in connection with the transactions
contemplated hereby. 




         Section
11.03 Broker’s Fees. 



        Each
party hereto represents and warrants to the other that it has made no agreement to pay any
finder’s, agent’s, broker’s or originator’s fee arising out of or in
connection with the subject matter of this Agreement, other than Seller’s agreement
with Matrix Bancorp Trading. Seller shall be responsible for all fees due to Matrix
Bancorp Trading. The parties hereto shall indemnify and hold each other harmless from and
against any such obligation or liability and any expense incurred in investigating or
defending (including reasonable attorneys’ fees) any claim based upon the other
party’s actions in connection with such obligation. 




         Section
11.04 Survival of Representations and Warranties. 



        Each
party hereto covenants and agrees that the representations and warranties in this
Agreement, and in any document delivered or to be delivered pursuant hereto, shall survive
the Transfer Date. 




         Section
11.05 Notices. 



        All
notices, requests, demands and other communications which are required or permitted to be
given under this Agreement shall be in writing and shall be deemed to have been duly given
when (i) delivered by hand, (ii) when received by the addressee, if sent by registered or
certified mail, return receipt requested, postage prepaid or (iii) when received by the
addressee, if sent by a nationally recognized overnight delivery service (receipt
requested): 


			
	(a)     	If to Seller, to:            


                                                                                    Hibernia National Bank

                                                                                    11130 Industriplex Blvd.

                                                                                    Baton Rouge, Louisiana 70809

                                                                                    Attn:  Paul M. Peters

                                                                            President



                                                                                    With a copy to:



                                                                                    Hibernia National Bank

                                                                                    11th Floor

                                                                                    225 Baronne Street

                                                                                    New Orleans, Louisiana  70112

                                                                                    Attention: Cathy E. Chessin





			
	(b)     	If to Purchaser, to:


                                                                                    CitiMortgage, Inc.

                                                                                    1000 Technology Drive, MS #303

                                                                                    O'Fallon, Missouri 63304

                                                                                    Attn:   Christy Wildhaber

                                                                   Strategic Acquisitions



                                                                                    With a copy to:



                                                                                    CitiMortgage, Inc.

                                                                                    1000 Technology Drive, MS #140

                                                                                    O'Fallon, Missouri 63304

                                                                                    Attention: Office of the General Counsel






or to such other address as Purchaser
or Seller shall have specified in writing to the other. 




         Section
11.06 Waivers. 



        Either
Purchaser or Seller may, by written notice to the other: 



          	(a) 	  	
               Extend the time for the performance of any of the obligations or other
               transactions of the other; and 



               



          	(b) 	  	
               Waive compliance with or performance of any of the terms, conditions, covenants
               or obligations required to be complied with or performed by the other hereunder. 



               



The waiver by Purchaser or Seller of
a breach of any provision of this Agreement shall not operate or be construed as a waiver
of any other subsequent breach. 




         Section
11.07 Entire Agreement; Amendment; Construction. 



        This
Agreement constitutes the entire agreement between the parties with respect to the sale of
the Servicing and supersedes all prior agreements with respect thereto. This Agreement may
be amended only in a written instrument signed by both Seller and Purchaser. 




         Section
11.08 Binding Effect. 



        This
Agreement shall inure to the benefit of and be binding upon the parties hereto and their
successors and assigns. Nothing in this Agreement, express or implied, is intended to
confer on any person other than the parties hereto and their successors and permitted
assigns, any rights, obligations, remedies or liabilities. 




         Section
11.09 Headings. 



        Headings
on the Articles and Sections in this Agreement are for reference purposes only and shall
not be deemed to have any substantive effect. 




         Section
11.10 Applicable Law. 



        This
Agreement and the Interim Servicing Agreement shall be construed in accordance with the
laws of the State of New York. 




         Section
11.11 Incorporation of Exhibits. 



        The
Exhibits attached hereto shall be incorporated herein and shall be understood to be a part
hereof as though included in the body of this Agreement. 






         Section
11.12 Counterparts. 



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




         Section
11.13 Severability of Provisions. 



        If
any one or more of the covenants, agreements, provisions or terms of this Agreement shall
be for any reason whatsoever held invalid, 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 or of the rights of the parties hereto. 




         Section
11.14 Public Announcement. 



        No
public release or statement concerning the subject matter of this Agreement shall be made
by either party prior to the final Transfer Date without the express written consent and
approval of the other party, which consent and approval shall not be unreasonably withheld
or delayed. Nothing in this Section shall prevent either party, following notification to
the other party, from making a legally required release or statement. For purposes of this
section, releases or statements shall be sent by facsimile to: Cathy E. Chessin at (504)
533-5595 or to Jeffery L. Boyher at (636) 261-6519, as appropriate. 




         Section
11.15 Assignment. 



        Seller
may not assign or subcontract all or any part of this Agreement, or any interest herein,
without the prior written consent of Purchaser which shall not be unreasonably withheld or
delayed. Purchaser may not assign all or any part of this Agreement, or any interest
herein, without the prior written consent of Seller, which shall not be unreasonably
withheld or delayed; provided, however, that this Agreement and all rights, obligations
and responsibilities hereunder may be assigned by Purchaser, without consent of Seller, to
any corporation or bank more than 50% of the voting stock of which is, directly or
indirectly, owned by Citigroup, Inc. provided (i) such assignment does not relieve
Purchaser of its obligations hereunder and (ii) the assignee specifically assumes
Purchaser’s obligations hereunder. 






        IN
WITNESS WHEREOF, each of the undersigned parties to this Agreement has caused this
Agreement to be duly executed in its corporate name by one of its duly authorized
officers, all as of the date first above written. 


			
			HIBERNIA NATIONAL BANK

                                                                                    Seller







                                      By:        /s/ Marsha M. Gassan   

                                      Name:  Marsha M. Gassan

                                      Title:   Senior Executive Vice Presidnet

                                 and Chief Financial Officer








                                                                                    CITIMORTGAGE, INC.

                                                                                    Purchaser





                                      By:       /s/ Bradley J. Brunts   

                                      Name: Bradley J. Brunts

                                      Title:   Senior Vice President







		
		LIST OF EXHIBITS       
                    


	Exhibit A	Schedule of Mortgage Loans


	Exhibit B-1	Estimated Purchase Price Computation Worksheet (Attachment: Delinquent Mortgage Loans as of September 27, 2004)


	Exhibit B-2	Purchase Price Computation Worksheet (Attachments: B-2-I – Delinquent Mortgage Loans; B-2-II – Mortgage Loans 90 Days or More Past Due
or in Bankruptcy, Foreclosure or Litigation as of the Transfer Date; B-2-III – Mortgage Loans Prepaid Prior to Close of Business December 29, 2004)


	Exhibit C	Tape Specifications


	Exhibit D	Mortgage Loan Documents


	Exhibit E	Schedule of Servicing Information


	Exhibit F	Additional Information/Documentation to be Delivered


	Exhibit G	Optional Insurance Information


	Exhibit H	Reporting/Remittance Responsibilities


	Exhibit I	Interim Servicing Agreement


	Exhibit J	Officer’s Certificate


	Exhibit K	Power of Attorney


	Exhibit L-1	Collateral/Custodial File Shipment


	Exhibit L-2	Servicing File Shipment


	Exhibit M	List of Private Investor Servicing Agreements