exv10w5



 





Exhibit 10.5


EXECUTION COPY




MASTER MORTGAGE LOAN SALE AND SERVICING AGREEMENT




between




ABN AMRO Mortgage Group, Inc.,

as Seller




and




RWT HOLDINGS, INC.,

as Purchaser




Dated as of July 1, 2006




Conventional

Fixed Rate and Adjustable Rate

Mortgage Loans




 









 





EXHIBITS




	 	 	 
	EXHIBIT 1

	 	MORTGAGE LOAN DOCUMENTS
	 
	 	 
	EXHIBIT 2

	 	CONTENTS OF EACH MORTGAGE FILE
	 
	 	 
	EXHIBIT 3

	 	SELLER’S OFFICER’S CERTIFICATE
	 
	 	 
	EXHIBIT 4

	 	OPINION OF COUNSEL
	 
	 	 
	EXHIBIT 5

	 	FORM OF ASSIGNMENT, ASSUMPTION AND RECOGNITION AGREEMENT (for Whole Loan Transfers)
	 
	 	 
	EXHIBIT 6

	 	FORM OF ASSIGNMENT, ASSUMPTION AND RECOGNITION AGREEMENT (for Securitization Transactions)
	 
	 	 
	EXHIBIT 7

	 	FORM OF INDEMNIFICATION AGREEMENT
	 
	 	 
	EXHIBIT 8

	 	FORM OF BRING DOWN LETTER
	 
	 	 
	EXHIBIT 9

	 	SERVICING CRITERIA TO BE ADDRESSED
	 
	 	 
	EXHIBIT 10

	 	ITEM 1122 FORM OF ASSESSMENT OF COMPLANCE
	 
	 	 
	EXHIBIT 11

	 	FORM OF ANNUAL CERTIFICATION






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MASTER MORTGAGE LOAN SALE AND SERVICING AGREEMENT

(ABN AMRO Mortgage Group, Inc. as Seller)




     THIS MASTER MORTGAGE LOAN SALE AND SERVICING AGREEMENT (the “Agreement”), dated as of July 1,
2006, is executed by and between ABN AMRO Mortgage Group, Inc., a Delaware corporation, as seller
and as servicer (“Seller”), and RWT HOLDINGS, INC., a Delaware corporation, as purchaser
(“Purchaser”).



RECITALS:




     A. Seller desires to sell to Purchaser from time to time, and Purchaser desires to purchase
from Seller from time to time, certain conventional fixed rate and adjustable rate residential
first and second lien mortgage loans (the “Mortgage Loans”) as described herein on a
servicing-retained basis, and which shall be delivered as whole loans as provided herein;



     B. Each Mortgage Loan is secured by a mortgage, deed of trust or other security instrument
creating a first or second lien on a residential dwelling located in the jurisdiction indicated on
the related Mortgage Loan Schedule; and



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



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



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



     Adjustable Rate Mortgage Loan: A Mortgage Loan with an adjustable interest rate,
which is identified as such on the Mortgage Loan Schedule.



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



     Agency: Each of Fannie Mae or Freddie Mac, as applicable.



     Agency Guidelines: The guidelines of Fannie Mae and Freddie Mac, including future
updates.



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



     ALTA: The American Land Title Association.



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     Appraised Value: With respect to any Mortgaged Property, the lesser of (i) the value
thereof as determined by a Qualified Appraiser, which meets Seller’s requirements for delivery to
the Agency, made for the originator of the Mortgage Loan at the time of origination of the Mortgage
Loan and (ii) the purchase price paid for the related Mortgaged Property by the Mortgagor with the
proceeds of the Mortgage Loan; provided, however, that, in the case of a Refinanced Mortgage Loan,
such value of the Mortgaged Property is based solely upon the value determined by an appraisal made
for the originator of such Refinanced Mortgage Loan at the time of origination by a Qualified
Appraiser. In the case of a Refinanced Mortgage Loan which is a Streamlined Mortgage Loan, such
value of the Mortgaged Property is based solely on the collateral assessment report made in
connection with the origination of the mortgage loan being refinanced.



     Assignment of Mortgage: An individual assignment of the Mortgage, notice of transfer
or equivalent instrument in recordable form, sufficient under the laws of the jurisdiction in which
the related Mortgaged Property is located to give record notice of the transfer of the Mortgage to
Purchaser.



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



     Closing Date: The date or dates set forth in a Commitment Letter as the closing date
or dates for the purchase by Purchaser from Seller of Mortgage Loans listed on the Mortgage Loan
Schedule to that Commitment Letter.



     Closing Documents: The documents required to be delivered on the related Closing Date
pursuant to Section 9.



     Code: The Internal Revenue Code of 1986 as it may be amended from time to time, or
any successor statute thereto.



     Combined Loan to Value (CLTV): With respect to any Second Lien Mortgage Loan, as of
the date of origination, the ratio, expressed as a percentage, on such date of the outstanding
principal balance of the Second Lien Mortgage Loan, plus the outstanding principal balance of the
First Lien Mortgage Loan, to the lesser of (i) the Appraised Value of the related Mortgage Property
or (ii) the purchase price of the related Mortgaged Property.



     Commission: The United States Securities and Exchange Commission.



     Commitment Letter: A letter agreement between Seller and Purchaser, which
specifically references this Agreement, whereby Seller agrees to sell, and Purchaser agrees to
purchase, certain Mortgage Loans listed on the Mortgage Loan Schedule.



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



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



     Credit Score: The credit score for each Mortgage Loan shall as determined in
accordance with the Underwriting Guidelines.



     Custodial Account: As defined in Section 11.04.



     Customary Servicing Procedures: Those mortgage servicing practices (including
collection practices) of prudent mortgage lending institutions that service mortgage loans of the
same type as a Mortgage Loan in the jurisdiction where the related Mortgage Property is located,.
exercising no less that the same care in performing those practices that they customarily employ
and exercise in servicing and administering mortgage loans for their own account (including
compliance with all applicable federal, state and local laws). The servicing procedures set forth
in Section 11 of this Agreement and the Agency servicing practices and procedures for MBS pool
mortgages, as defined in the Agency Guidelines including future updates, are deemed Customary
Servicing Procedures.



     Cut-off Date: A date denominated as such in a Commitment Letter.



     Cut-off Date Principal Balance: The aggregate Stated Principal Balance of the
Mortgage Loans as of the related Cut-off Date which is determined after the application, to the
reduction of principal, of payments of scheduled principal due on or before the Cut-Off Date,
whether or not collected, and Principal Prepayments received before the Cut-Off Date, provided
however, that Principal Prepayments received for Monthly Payments due after the Cut-Off Date shall
not be applied to reduce the principal balance.



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



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



     Determination Date: With respect to each Remittance Date, the 10th day (or, if such
10th day is not a Business Day, the prior Business Day) of the month in which such Remittance Date
occurs.



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



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



     Eligible Account: Any of (i) an account or accounts maintained with a federal or
state chartered depository institution or trust company the short-term unsecured debt obligations
of which (or, in the case of a depository institution or trust company that is the principal
subsidiary



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of a holding company, the debt obligations of such holding company) have one of the two
highest short-term ratings of each Rating Agency at the time any amounts held on deposit therein,
or (ii) an account or accounts in a depository institution or trust company in which such accounts
are insured by the FDIC (to the limits established by the FDIC), or (iii) a trust account or
accounts maintained with the trust department of a federal or state chartered depository
institution or trust company, acting in its fiduciary capacity or (iv) any other account acceptable
to each Rating Agency. Eligible Accounts may bear interest.



     Eligible Investments: At any time, any one or more of the following obligations and
securities:




(i) obligations of the United States or any agency thereof, provided that such
obligations are backed by the full faith and credit of the United States;




(ii) general obligations of or obligations guaranteed by any state of the United
States or the District of Columbia receiving the highest long-term debt rating of each
Rating Agency; or such lower ratings as shall not result in the downgrading or
withdrawal of the ratings then assigned to the asset backed securities backed by the
Mortgage Loans, as evidenced by a signed writing delivered by each Rating Agency to the
Purchaser;




(iii) commercial or finance company paper which is then receiving the highest
commercial or finance company paper rating of each Rating Agency rating such paper; or
such lower ratings as shall not result in the downgrading or withdrawal of the ratings
then assigned to the asset backed securities backed by the Mortgage Loans, as evidenced
by a signed writing delivered by each Rating Agency to the Purchaser;




(iv) certificates of deposit, demand or time deposits, or bankers’ acceptances
issued by any depository institution or trust company incorporated under the laws of
the United States or of any state thereof and subject to supervision and examination by
federal and/or state banking authorities, provided that the commercial paper and/or
long-term unsecured debt obligations of such depository institution or trust company
(or in the case of the principal depository institution in a holding company system,
the commercial paper or long-term unsecured debt obligations of such holding company,
but only if Moody’s is not the applicable Rating Agency) are then rated one of the two
highest long-term and the highest short-term ratings of each Rating Agency for such
securities; or such lower ratings as shall not result in the downgrading or withdrawal
of the ratings then assigned to the asset backed securities backed by the Mortgage
Loans, as evidenced by a signed writing delivered by each Rating Agency to the
Purchaser;




(v) demand or time deposits or certificates of deposit issued by any bank or trust
company or savings institution to the extent that such deposits are fully insured by
the FDIC;




(vi) guaranteed reinvestment agreements issued by any bank, insurance company or
other corporation acceptable to the Rating Agencies at the time of the issuance of such
agreements, as evidenced by a signed writing delivered by each Rating Agency;



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(vii) repurchase obligations with respect to any security described in clauses (i)
and (ii) above, in either case entered into with a depository institution or trust
company (acting as principal) described in clause (iv) above;




(viii) securities (other than stripped bonds, stripped coupons or instruments sold at a
purchase price in excess of 115% of the face amount thereof) bearing interest or sold
at a discount issued by any corporation incorporated under the laws of the United
States or any state thereof which, at the time of such investment, have one of the two
highest long-term ratings of each Rating Agency (except if the Rating Agency is
Moody’s, such rating shall be the highest commercial paper rating of Moody’s for any
such series; or such lower ratings as shall not result in the downgrading or withdrawal
of the ratings then assigned to the asset backed securities backed by the Mortgage
Loans, as evidenced by a signed writing delivered by each Rating Agency to the
Purchaser;




(ix) interests in any money market fund which at the date of acquisition of the
interests in such fund and throughout the time such interests are held in such fund has
the highest applicable rating by each Rating Agency rating such fund; or such lower
ratings as shall not result in the downgrading or withdrawal of the ratings then
assigned to the asset backed securities backed by the Mortgage Loans, as evidenced by a
signed writing delivered by each Rating Agency to the Purchaser;




(x) short-term investment funds sponsored by any trust company or national banking
association incorporated under the laws of the United States or any state thereof which
on the date of acquisition has been rated by each applicable Rating Agency in their
respective highest applicable rating category; and or such lower ratings as shall not
result in the downgrading or withdrawal of the ratings then assigned to the asset
backed securities backed by the Mortgage Loans, as evidenced by a signed writing
delivered by each Rating Agency to the Purchaser;




(xi) such other investments having a specified stated maturity and bearing interest
or sold at a discount acceptable to the Rating Agencies as evidenced by a signed
writing delivered by each Rating Agency;


provided, that no such instrument shall be an Eligible Investment if (i) such instrument evidences
the right to receive interest only payments with respect to the obligations underlying such
instrument, (ii) such instrument would require the Depositor to register as an investment company
under the Investment Company Act of 1940, as amended.




     Escrow Account: As defined in Section 11.06.



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



     Event of Default: Any one of the conditions or circumstances enumerated in Section
13.01.



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



     Fannie Mae: The entity formerly known as Federal National Mortgage Association
(FNMA), or any successor thereto.



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



     Fidelity Bond: The fidelity bond required to be obtained by Seller pursuant to
Section 11.12.



     First Lien Mortgage: A mortgage lien on a Mortgaged Property which is first in
priority to any other mortgage liens on that Mortgaged Property.



     First Lien Mortgage Loan: A Mortgage Loan secured by a First Lien Mortgage on the
related Mortgaged Property.



     Fixed Rate Mortgage Loan: A Mortgage Loan with a fixed interest rate, which is
identified as such on the Mortgage Loan Schedule.



     Freddie Mac: Federal Home Loan Mortgage Corporation (FHLMC), or any successor
thereto.



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



     HUD: The Department of Housing and Urban Development or any federal agency or
official thereof which may from time to time succeed to the functions thereof.



     Index: With respect to each Adjustable Rate Mortgage Loan, the index set forth in the
related Mortgage Note for the purpose of calculating the interest rate as stated in the Mortgage
Note.



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



     IO Mortgage Loan: A Mortgage Loan with respect to which interest only is payable by a
Mortgagor on each Due Date until the IO Conversion Date.



     IO Conversion Date: With respect to an IO Mortgage Loan, the date that the “interest
only” period ends.



     Liquidating Loan: A Mortgage Loan whose related Mortgaged Property has become an REO
Property in whole or partial satisfaction of the Mortgage Loan.



     Liquidation Proceeds: The proceeds received in connection with the liquidation of a
defaulted Mortgage Loan through trustee’s sale, foreclosure sale or otherwise, other than



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amounts received following the acquisition of REO Property, Insurance Proceeds and Condemnation
Proceeds.



     Loan-to-Value Ratio (LTV): With respect to any First Lien Mortgage Loan, as of the
date of origination, the ratio, expressed as a percentage, on such date of the outstanding
principal balance of the First Lien Mortgage Loan, to the lesser of (i) the Appraised Value of the
related Mortgaged Property or (ii) the purchase price of the related Mortgaged Property.



     LPMI Fee: The portion of the Mortgage Interest Rate relating to an LPMI Loan to be
retained by Seller to pay the premium due on the Primary Mortgage Insurance Policy with respect to
such LPMI Loan.



     LPMI Loan: Any Mortgage Loan with respect to which Seller is responsible for paying
the premium due on the related Primary Mortgage Insurance Policy with the proceeds generated by the
LPMI Fee relating to such Mortgage Loan.



     Master Servicer: With respect to any Securitization Transaction, the “master
servicer”, if any, identified in the related transaction documents.



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



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



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



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



     Mortgage File: With respect to any Mortgage Loan, the items listed in Exhibit
2 hereto.



     Mortgage Interest Rate: With respect to each Mortgage Loan, the annual rate at which
interest accrues on such Mortgage Loan from time to time in accordance with the provisions of the
related Mortgage Note.



     Mortgage Loan: Each mortgage loan sold, assigned and transferred pursuant to this
Agreement and identified on the Mortgage Loan Schedule, including, without limitation, the Mortgage
File, the Monthly Payments, Principal Prepayments, Liquidation Proceeds, Condemnation Proceeds,
Insurance Proceeds, REO Disposition Proceeds, and all other rights, benefits, proceeds and
obligations arising from or in connection with such Mortgage Loan other than the servicing rights
with respect thereto.



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     Mortgage Loan Documents: With respect to any Mortgage Loan, the documents listed in
Exhibit 1 hereto.



     Mortgage Loan Package: The pool or group of Mortgage Loans purchased on a Closing
Date, pursuant to a Commitment Letter.



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



     Mortgage Loan Schedule: The schedule setting forth the following information with
respect to each Mortgage Loan as of the related Closing Date:




	 	(1)	 	Seller’s Mortgage Loan identifying number;
	 
	 	(2)	 	Mortgagor’s name;
	 
	 	(3)	 	Mortgagor’s social security number;
	 
	 	(4)	 	Street address of the Mortgaged Property;
	 
	 	(5)	 	State in which the Mortgaged Property is located;
	 
	 	(6)	 	Zip code of the Mortgaged Property;
	 
	 	(7)	 	The code indicating the occupancy status of the Mortgaged Property;
	 
	 	(8)	 	Type of Residential Dwelling constituting the Mortgaged Property;
	 
	 	(9)	 	Original months to maturity;
	 
	 	(10)	 	The code indicating purpose of the Mortgage Loan;
	 
	 	(11)	 	The code indicating Mortgage Loan type;
	 
	 	(12)	 	The code indicating whether the Mortgage Loan is subject to a
Primary Mortgage Insurance Policy, the percent of coverage and the Primary
Mortgage Insurance Policy certificate number;
	 
	 	(13)	 	Appraised Value of the Mortgaged Property;
	 
	 	(14)	 	Purchase price of the Mortgaged Property, if applicable;
	 
	 	(15)	 	Mortgagor’s Credit Score at the time of origination;
	 
	 	(16)	 	Mortgage Loan funding date;
	 
	 	(17)	 	Loan-to-Value Ratio at origination;
	 
	 	(18)	 	Mortgage Interest Rate at origination;
	 
	 	(19)	 	Date on which the first Monthly Payment is due;
	 
	 	(20)	 	Stated maturity date;
	 
	 	(21)	 	Monthly Payment amount as of the related Cut-off Date;
	 
	 	(22)	 	Original principal amount;
	 
	 	(23)	 	Stated Principal Balance;
	 
	 	(24)	 	First payment Adjustment Date, if applicable;
	 
	 	(25)	 	Gross Margin, if applicable;
	 
	 	(26)	 	Maximum Mortgage Interest Rate, if applicable;
	 
	 	(27)	 	Minimum Mortgage Interest Rate, if applicable;
	 
	 	(28)	 	Periodic Rate Cap, if applicable;
	 
	 	(29)	 	First interest rate Adjustment Date, if applicable;
	 
	 	(30)	 	Index, if applicable;
	 
	 	(31)	 	The code indicating whether the Mortgage Loan is a Second Lien
Mortgage Loan;




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	 	(32)	 	With respect to any Second Lien Mortgage Loan, the Combined
Loan-to-Value Ratio (“CLTV ) at origination;
	 
	 	(33)	 	Line of credit amount, if applicable.





     Mortgage Note: The original executed note evidencing the indebtedness of a Mortgagor
under a Mortgage Loan.



     Mortgaged Property: The real property, consisting of a fee simple interest or
leasehold estate in single or multiple parcels of real property improved by a Residential Dwelling,
which secures repayment of the debt evidenced by the related Mortgage Note.



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



     Mortgagor: The obligor on a Mortgage Note.



     Officer’s Certificate: A certificate signed by a Vice President or higher ranking
officer and by the Treasurer or the Secretary or one of the Assistant Secretaries of Seller, or
signed by other duly authorized officers or agents of Seller, and delivered to Purchaser as
required by this Agreement.



     Opinion of Counsel: A written opinion of counsel, who may be salaried counsel
employed by Seller, reasonably acceptable to Purchaser.



     P&I Advance: As defined in Section 11.17.



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



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



     Prepayment Interest Shortfall: As to any Remittance Date and any Mortgage Loan, if
such Mortgage Loan was the subject of a full Principal Prepayment during the Due Period, the excess
of one month’s interest (adjusted to the Mortgage Loan Remittance Rate) on the Stated Principal
Balance of such Mortgage Loan outstanding immediately prior to such prepayment, over the amount of
interest (adjusted to the Mortgage Loan Remittance Rate) actually paid by the Mortgagor in respect
of such Due Period.



     Primary Mortgage Insurance Policy: A policy of primary mortgage guaranty insurance
issued by an insurer acceptable to the Agency.



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



     Purchase Price: The price paid on the related Closing Date by Purchaser to Seller
pursuant to a Commitment Letter and this Agreement in exchange for the Mortgage Loans listed on the
Mortgage Loan Schedule, which price shall be the percentage of par set forth in the Commitment
Letter times the Cut-off Date Principal Balance of those Mortgage Loans.



     Purchaser: The Person listed as such in the initial paragraph of this Agreement,
together with its successors and assigns as permitted under the terms of this Agreement.



     Purchaser’s Agent: One or more agents of Purchaser, as specified by Purchaser, which
shall be deemed to include both any Master Servicer and any Depositor.



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



     Qualified Appraiser: With respect to each Mortgage Loan, an appraiser, duly appointed
by the originator, who had no interest, direct or indirect, in the Mortgaged Property or in any
loan made on the security thereof, and whose compensation is not affected by the approval or
disapproval of the Mortgage Loan, and such appraiser and appraisal satisfies the requirements of
the Agency and Title XI of FIRREA and the regulations promulgated thereunder, if applicable.



     Qualified Insurer: An insurance company duly qualified as such under the laws of the
states in which the Mortgage Properties are located, duly authorized and licensed in such states to
transact the applicable insurance business and to write the insurance provided by the insurance
policy issued by it, approved as an insurer by the Agency.



     Qualified Substitute Mortgage Loan: A mortgage loan substituted by Seller for a
Deleted Mortgage Loan which must, on the date of such substitution, be approved by Purchaser and
(i) have a Stated Principal Balance, after deduction of the principal portion of the Monthly
Payment



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due in the month of substitution, not in excess of, and not materially less than, the Stated
Principal Balance of the Deleted Mortgage Loans;, (ii) have a Mortgage Interest Rate equal to that
of the Deleted Loans; (iii) have a remaining term to maturity not greater than (and not more than
one year less than) that of the Deleted Mortgage Loan, (iv) be secured by a Mortgage Property of
the same type and occupancy status as secured the Deleted Mortgage Loan, (v) have a Loan-to-Value
Ratio at origination no greater than that of the Deleted Mortgage Loan, (vi) have the same lien
priority as that of the Deleted Mortgage Loan, (vii) be, as of the date of substitution, in
material compliance with each representation and warranty set forth in Section 6.01, and (viii) be
current in payment of principal and interest.



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



     Reconstitution: A Securitization Transaction or a Whole Loan Transfer.



     Reconstitution Agreement: Any of the agreement or agreements entered into by
Purchaser and/or certain third parties, and if necessary Seller, on the Reconstitution Date or
Dates with respect to any or all of the Mortgage Loans conveyed hereunder, in connection with a
Reconstitution as described in Section 11.24, pursuant to which Seller shall recognize the
Transferee as the owner of the Mortgage Loans and covenant to service the Mortgage Loans for the
Transferee in accordance with the terms and conditions of this Agreement.



     Reconstitution Date: The date or dates on which any or all of the Mortgage Loans
purchased pursuant to this Agreement shall be reconstituted as part of a Reconstitution.



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



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



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



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



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



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     Remittance Date: The 18th day of each month, beginning the month following the month
of the related Cut-off Date (or, if such day is not a Business Day, the Business Day immediately
prior to 18th day of the month).



     REO Disposition: The final sale by Seller of an REO Property.



     REO Disposition Proceeds: All amounts received with respect to an REO Disposition
pursuant to Section 11.13.



     REO Property: A Mortgaged Property acquired by Purchaser through foreclosure or deed
in lieu of foreclosure, as described in Section 11.13.



     Repurchase Price: With respect to any Mortgage Loan, a price equal to (i) the Stated
Principal Balance of Mortgage Loan as of the date of repurchase, plus (ii) interest on such Stated
Principal Balance at the Mortgage Loan Remittance Rate to the last Due Date through which interest
has been paid on behalf of the Mortgagor or advanced by Seller, minus (iii) amounts received in
respect of such repurchased Mortgage Loan which are being held in the Custodial Account for
distribution in connection with such Mortgage Loan.



     Residential Dwelling: Any one of the following: (i) a detached one-family dwelling,
(ii) a detached two- to four-family dwelling, (iii) a one-family dwelling unit in a condominium
project, or (iv) a one-family dwelling in a planned unit development.



     Second Lien Mortgage: A mortgage lien on a Mortgaged Property which is first in
priority to any other mortgage liens on that Mortgaged Property except the lien of a First Lien
Mortgage.



     Second Lien Mortgage Loan.: A Mortgage Loan secured by a Second Lien Mortgage on the
related Mortgaged Property.



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



     Securitization Transaction: Any transaction on or after January 1, 2006, involving
either (1) a sale or other transfer of some or all of the Mortgage Loans directly or indirectly to
an issuing entity in connection with an issuance of publicly offered, rated or unrated
mortgage-backed securities or (2) an issuance of publicly offered, rated or unrated securities, the
payments on which are determined primarily by reference to one or more portfolios of residential
mortgage loans consisting, in whole or in part, of some or all of the Mortgage Loans.



     Seller: The Person defined as such in the initial paragraph of this Agreement,
together with its successors and assigns as permitted under the terms of this Agreement.



     Seller Information: Collectively, any information, report, certification, data,
accountants’ letter or other material provided under Section 11A by or on behalf of Seller, or
provided under Section 11A by or on behalf of any Subservicer, Subcontractor or Third-Party
Originator.



     Servicing Advances: All customary, reasonable and necessary out-of-pocket costs and
expenses incurred in the performance by Seller of its servicing obligations, including, but not



13









 







limited to, the cost of (a) the preservation, restoration and protection of the Mortgaged Property,
(b) any enforcement or judicial proceedings, including foreclosures, (c) the management and
liquidation of the Mortgaged Property if the Mortgaged Property is acquired in satisfaction of the
Mortgage and (d) payments made by Seller with respect to a Mortgaged Property pursuant to this
Agreement.



     Servicing Criteria: The “servicing criteria” of Item 1122(d) of Regulation AB
affirmatively identified on Exhibit 9, provided that Exhibit 9 may be amended from time to time to
reflect changes in Regulation AB.



     Servicing Fee: With respect to each Mortgage Loan, the amount of the annual fee
Purchaser shall pay to Seller, which shall, for each month, be equal to one-twelfth of the product
of the Servicing Fee Rate and the principal balance of such Mortgage Loan.



     Servicing Fee Rate: With respect to each Mortgage Loan, an amount equal to the
percentage per annum shown in the related Commitment Letter.



     Servicing Guidelines: Such manuals, guides and bulletins as may be published by the
Agency from time to time.



     Standard & Poor’s: Standard & Poor’s Rating Services, a division of the McGraw Hill
Companies Inc., and its successors in interest.



     Standard & Poor’s Glossary: The Standard & Poor’s LEVELS ® Glossary, as may be in
effect from time to time.



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



     Static Pool Information: Static pool information as described in Item 1105 of
Regulation AB.



     Streamlined Mortgage Loan: A Mortgage Loan originated as a refinancing of a prior
mortgage loan pursuant to Seller’s streamlined loan documentation program then in effect.



     Subcontractor: Any vendor, subcontractor or other Person that is not responsible for
the overall servicing (as “servicing” is commonly understood by participants in the mortgage-backed
securities market) of Mortgage Loans but performs one or more discrete functions identified in Item
1122(d), and Instruction No. 2 of the Instructions to Item 1122, of Regulation AB with respect to
Mortgage Loans under the direction or authority of Seller or a Subservicer.



     Subservicer: Any Person that services Mortgage Loans on behalf of Seller or any
Subservicer and is responsible for the performance (whether directly or through Subservicers or
Subcontractors) of a substantial portion of the material servicing functions required to be



14









 







performed by Seller under this Agreement or any Reconstitution Agreement that are identified in
Item 1122(d) of Regulation AB.



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



     Transferee: The party to whom Purchaser transfers Mortgage Loans pursuant to a
Reconstitution.



     Underwriting Guidelines: The underwriting guidelines of the originator of the
Mortgage Loan in effect at the time of origination, with exceptions thereto exercised in a
reasonable manner.



     Whole Loan Transfer: The sale or transfer by Purchaser of some or all of the Mortgage
Loans to a third party in a whole loan format.



     SECTION 2. Purchase and Conveyance. Seller agrees to sell and Purchaser agrees to
purchase on each Closing Date, in exchange for the payment of the Purchase Price by Purchaser on
the related Closing Date, without recourse, but subject to the terms of this Agreement, all rights,
title and interest of Seller in and to Mortgage Loans listed on the related Mortgage Loan Schedule
and having the Cut-off Date Principal Balance set forth on the related Mortgage Loan Schedule,
together with the related Mortgage Files and all rights and obligations arising under the documents
contained therein other than the servicing rights thereto. The sale of the Mortgage Loans by
Seller is on a servicing-retained basis with a servicing fee as set out in the related Commitment
Letter.



     With respect to each Mortgage Loan purchased, Purchaser shall own and be entitled to receive:
(a) all scheduled principal due after the related Cut-off Date, (b) all other payments and/or
recoveries of principal collected after the related Cut-off Date (provided, however, that all
scheduled payments of principal due on or before the related Cut-off Date and collected by Seller
after the related Cut-off Date shall belong to Seller) and (c) all payments of interest on the
Mortgage Loans net of the LPMI fee and the Servicing Fee (minus that portion of any such interest
payment that is allocable to the period prior to the related Cut-off Date).



     For the purposes of this Agreement, payments of scheduled principal and interest prepaid for a
Due Date beyond the related Cut-off Date shall not be applied to reduce the Stated Principal
Balance as of the related Cut-off Date. Such prepaid amounts (minus the applicable Servicing Fee)
shall be the property of Purchaser. Seller shall remit for deposit any such prepaid amounts into
the Custodial Account, which account is established for the benefit of Purchaser, for remittance by
Seller to Purchaser on the appropriate Remittance Date. All payments of principal and interest,
less the applicable Servicing Fee, due on a Due Date following the related Cut-off Date shall
belong to Purchaser.



     SECTION 3. Mortgage Loan Schedule. Seller shall deliver the Mortgage Loan Schedule to
Purchaser at least one (1) Business Day prior to the related Closing Date.



     SECTION 4. Purchase Price. Subject to the conditions set forth herein, Purchaser
shall pay the Purchase Price, plus accrued interest on the Cut-Off Date Principal Balance at the



15









 







weighted average Mortgage Loan Remittance Rate from the related Cut-off Date through the day prior
to the related Closing Date, both inclusive, to Seller by 2:00 p.m. Eastern Time on the related
Closing Date. Such payment shall be made by wire transfer of immediately available funds to the
account designated by Seller.



     SECTION 5. Delivery of Mortgage Loan Documents.



     Section 5.01. Possession of Mortgage Files.



     The contents of each Mortgage File required to be retained by Seller to service the Mortgage
Loans pursuant to the Agreement, and thus not delivered to Purchaser or its designee, are and shall
be held by Seller for the benefit of Purchaser as the owner thereof. Seller’s possession of any
portion of each such Mortgage File is at the will of Purchaser for the sole purpose of facilitating
servicing of the Mortgage Loans pursuant to the Agreement, and such retention and possession by
Seller shall be in a custodial capacity only. The ownership of each Mortgage Note, Mortgage and
the contents of the Mortgage File is vested in Purchaser and the ownership of all records and
documents with respect to the related Mortgage Loan prepared by or which come into the possession
of Seller shall immediately vest in Purchaser and shall be retained and maintained by Seller at the
will of Purchaser in such custodial capacity only. The Mortgage File retained by Seller with
respect to each Mortgage Loan pursuant to this Agreement shall be appropriately identified in
Seller’s computer system to reflect clearly the sale of such related Mortgage Loan to Purchaser.



     Section 5.02. Books and Records.



     All rights arising out of the Mortgage Loans, including, but not limited to, all funds
received by Seller after the related Cut-off Date on or in connection with a Mortgage Loan as
provided in Section 2, shall be vested in Purchaser; provided, however, that all such funds
received on or in connection with a Mortgage Loan as provided in Section 2 shall be received and
held by Seller for the benefit of Purchaser as the owner of the Mortgage Loans pursuant to the
terms of this Agreement.



     As more fully set forth in Section 20, it is the express intention of the parties that the
transactions contemplated by this Agreement be, and be construed as, a sale of the Mortgage Loans
by Seller and not a pledge of the Mortgage Loans by Seller to Purchaser to secure a debt or other
obligation of Seller. Consequently, the sale of each Mortgage Loan shall be reflected as a
purchase on Purchaser’s business records, tax returns and financial statements, and as a sale of
assets on Seller’s business records, tax returns and financial statements.



     Section 5.03. Delivery of Mortgage Loan Documents.



     The Seller shall deliver and release to Purchaser or its designee the Mortgage Loan Documents
no later than five (5) Business Days prior to the related Closing Date. If Seller cannot deliver
the original recorded Mortgage Loan Documents on the related Closing Date, Seller shall, promptly
upon receipt thereof and in any case not later than 240 days from the Closing Date, deliver such
original recorded documents to Purchaser or its designee (unless Seller is delayed in making such
delivery by reason of the fact that such documents shall not have been returned by the appropriate
recording office). If delivery is not completed within 240 days of the



16









 







related Closing Date solely because such documents shall not have been returned by the appropriate
recording office, Seller shall, at Purchaser written request, deliver such document to Purchaser,
or its designee, within such time period as specified in a Seller’s Officer’s Certificate. In the
event that documents have not been received by the date specified in Seller’s Officer’s
Certificate, a subsequent Seller’s Officer’s Certificate shall be delivered by such date specified
in the prior Seller’s Officer’s Certificate, stating a revised date for receipt of documentation.
The procedure shall be repeated until the documents have been received and delivered. Seller shall
use its best efforts to effect delivery of all delayed recorded documents within 180 days of the
related Closing Date. If delivery of all Mortgage Loan Documents with respect to any Mortgage Loan
is not completed within 270 days of the related Closing Date then, at Purchaser’s option, Seller
shall repurchase at the Repurchase Price in accordance with Section 6.03.



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



     If Purchaser or its designee discovers any defect with respect to any document constituting
part of a Mortgage File, Purchaser shall, or shall cause its designee to, give written
specification of such defect to Seller and Seller shall cure or repurchase such Mortgage Loan at
the Repurchase Price in accordance with Section 6.03.



     Seller shall forward to Purchaser, or its designee, copies of documents evidencing an
assumption, modification, consolidation or extension of any Mortgage Loan entered into within
thirty days of their execution and shall also provide the original of any document submitted for
recordation or a copy of such document certified by the appropriate public recording office to be a
true and complete copy of the original within thirty days of its return from the appropriate public
recording office.



     SECTION 6. Representations, Warranties and Covenants of Seller; Remedies for Breach.



     Section 6.01. Representations and Warranties Regarding Individual Mortgage Loans.



     Seller hereby represents and warrants to Purchaser that, as to each Mortgage Loan, as of the
related Closing Date or such other date prior thereto as specified herein:



          (a) The information set forth in the Mortgage Loan Schedule, including any diskette or other
related data tape sent to Purchaser is true and correct in all material respects.




          (b) There are no delinquent taxes, ground rents, governmental assessments, leasehold payments
or other outstanding charges affecting the lien priority of the related Mortgage.




          (c) The terms of the Mortgage Note and the Mortgage have not been waived, altered or modified
in any respect, except by written instruments, and the Mortgage has been recorded or sent for
recording, if necessary to maintain the lien priority of the Mortgage. The substance of any such
waiver, alteration or modification has been approved by the insurer under the Primary Mortgage
Insurance Policy, if any, the title insurer, to the extent required by the related policy and is
reflected on the Mortgage Loan Schedule.




17









 








          (d) No event has occurred which would give Mortgagor any right of rescission, set-off, or
defense of usury, nor will the operation of any of the terms of the Mortgage Note and the Mortgage,
or the exercise of any right thereunder, render either the Mortgage Note or the Mortgage
unenforceable in whole or in part (except as enforceability may be limited by bankruptcy,
insolvency, liquidation, receivership, moratorium, reorganization, or other similar laws affecting
the enforcement of the rights of creditors and by general principles of equity, whether enforcement
is sought in a proceeding in equity or at law) or subject to any right of rescission, set-off,
counterclaim or defense, including the defense of usury, and no such right of rescission, set-off,
counterclaim or defense has been asserted with respect thereto and the Mortgagor was not a debtor
in any state or federal bankruptcy or insolvency proceedings and the time the Mortgage Loan was
originated.




          (e) All buildings upon the Mortgaged Property are insured by a Qualified Insurer against loss
by fire, hazards of extended coverage and such other hazards as are customary in the area where the
Mortgaged Property is located, pursuant to insurance policies conforming to the requirements of
Section 11.10 of this Agreement. All such insurance policies contain a standard mortgagee clause
naming Seller or the originator of the Mortgage Loan, and its successors and assigns, as mortgagee.
If the Mortgaged Property is in an area identified on a flood hazard map or flood insurance rate
map issued by the Federal Emergency Management Agency as a special flood hazard area (and such
flood insurance has been made available), a flood insurance policy meeting the requirements of the
current guidelines of the National Flood Insurance Program is in effect and such policy conforms to
the Agency Guidelines. The Mortgage obligates the Mortgagor thereunder to maintain all such
insurance at the Mortgagor’s cost and expense and, on the Mortgagor’s failure to do so, authorizes
the holder of the Mortgage to maintain such insurance at Mortgagor’s cost and expense and to seek
reimbursement therefor from the Mortgagor.




          (f) Seller has complied with all requirements of federal law, and, to the extent not preempted
thereby, state or local law applicable to the origination or servicing of the Mortgage Loan,
including, without limitation, fair housing, usury, truth in lending, real estate settlement
procedures, consumer credit protection, equal credit opportunity, or disclosure laws. No Mortgage
Loan is (a) subject to the provisions of the Homeownership and Equity Protection Act of 1994 as
amended (“HOEPA”), (b) a “high cost” mortgage loan, “covered” mortgage loan, “high risk home”
mortgage loan, or “predatory” mortgage loan or any comparable term, no matter how defined under any
federal, state or local law, (c) subject to any comparable federal, state or local statutes or
regulations, or any other statute or regulation providing for heightened regulatory scrutiny or
assignee liability to holders of such mortgage loans, or (d) a High Cost Loan or Covered Loan, as
applicable (as such terms are defined in the current Standard & Poor’s LEVELS Glossary Revised,
Appendix E). With respect to each Mortgage Loan, Seller has complied with all applicable
anti-money laundering laws and regulations, including without limitation the USA Patriot Act of
2001 (collectively, the “Anti-Money Laundering Laws”).The origination, servicing and collection
practices with respect to each Mortgage Note and Mortgage have been legal and in accordance with
applicable laws and regulations, and in all material respects in accordance with Customary
Servicing Procedures.




          (g) The Mortgage has not been satisfied, canceled, or rescinded, or, in the case of a First
Lien Mortgage, subordinated, and the Mortgaged Property has not been fully released

18









 








from the lien of the Mortgage, nor has any instrument been executed that would effect any such
satisfaction, cancellation, rescission, release, or, in the case of a First Lien Mortgage,
subordination.




          (h) If the Mortgage Loan is a First Lien Mortgage Loan, the Mortgage is a valid, existing and
enforceable First Lien Mortgage on the Mortgaged Property, including all improvements on the
Mortgaged Property, except as enforceability may be limited by bankruptcy, insolvency, liquidation,
receivership, moratorium, reorganization, or other similar laws affecting the enforcement of the
rights of creditors and by general principles of equity, whether enforcement is sought in a
proceeding in equity or at law, and subject only to (i) the lien of current real property taxes and
assessments not yet due and payable, (ii) covenants, conditions and restrictions, rights of way,
easements and other matters of the public record as of the date of recording being acceptable to
mortgage lending institutions which do not materially affect adversely the Appraised Value of the
Mortgaged Property, and (iii) other matters to which like properties are commonly subject which do
not materially interfere with the benefits of the security intended to be provided by the Mortgage
or the use, enjoyment, value or marketability of the related Mortgaged Property




          (i) If the Mortgage Loan is a Second Lien Mortgage Loan, the Mortgage is a valid, existing and
enforceable Second Lien Mortgage on the Mortgaged Property, including all improvements on the
Mortgaged Property, except as enforceability may be limited by bankruptcy, insolvency, liquidation,
receivership, moratorium, reorganization, or other similar laws affecting the enforcement of the
rights of creditors and by general principles of equity, whether enforcement is sought in a
proceeding in equity or at law, and subject only to (i) the First Lien Mortgage, (ii) the lien of
current real property taxes and assessments not yet due and payable, (iii) covenants, conditions
and restrictions, rights of way, easements and other matters of the public record as of the date of
recording being acceptable to mortgage lending institutions which do not materially affect
adversely the Appraised Value of the Mortgaged Property, and (iv) other matters to which like
properties are commonly subject which do not materially interfere with the benefits of the security
intended to be provided by the Mortgage or the use, enjoyment, value or marketability of the
related Mortgaged Property.




          (j) The Mortgage Note and the related Mortgage are genuine and each is the legal, valid and
binding obligation of the maker thereof, enforceable in accordance with its terms, except as
enforceability may be limited by (i) bankruptcy, insolvency, liquidation, receivership, moratorium,
reorganization or other similar laws affecting the enforcement of the rights of creditors and (ii)
general principles of equity, whether enforcement is sought in a proceeding in equity or at law.




          (k) All parties to the Mortgage Note and the Mortgage had legal capacity to enter into the
Mortgage Loan and to execute and deliver the Mortgage Note and the Mortgage, and the Mortgage Note
and the Mortgage have been duly and properly executed by such parties.




          (l) The proceeds of the Mortgage Loan have been fully disbursed to or for the account of the
Mortgagor, and there is no obligation for the Mortgagee to advance additional funds thereunder.




19









 








          (m) If required by the Underwriting Guidelines, the Mortgage Loan is covered by an ALTA
lender’s title insurance policy or other form of title insurance policy acceptable to the Agency,
issued by a title insurer acceptable to the Agency and qualified to do business in the jurisdiction
where the Mortgaged Property is located, insuring (subject to the exceptions contained in paragraph
(h) (i) (ii) and (iii) above for First Lien Mortgage Loans and in paragraph (i)(i), (ii), (iii)
and (iv) above for Second Lien Mortgage Loans) the originator and its successors and assigns as to
the first or second mortgage lien priority, as applicable, in the original principal amount of the
Mortgage Loan. Seller is the insured under such lender’s title insurance policy, and such lender’s
title insurance policy is in full force and effect and will be in full force and effect upon the
related Closing Date. No claims have been made under such lender’s title insurance policy, and
Seller has not done, by act or omission, anything which would impair the coverage of such lender’s
title insurance policy.




          (n) There is no default or event of acceleration existing under the Mortgage or the Mortgage
Note, and Seller has not waived any default or event of acceleration. With respect to each Second
Lien Mortgage Loan, as of the related Closing Date, (i) the First Lien Mortgage Loan is in full
force and effect, (ii) Seller has not received any notice of default under the First Lien Mortgage
Loan or its related First Lien Mortgage which has not been cured, and (iii) Seller has not waived
any default or event of acceleration with respect thereto.




          (o) The Mortgage Loan was either (A) originated by (i) a savings and loan association, savings
bank, commercial bank, credit union, insurance company, or similar banking institution which is
supervised and examined by a federal or state authority, or (ii) a Mortgagee approved by the
Secretary of Housing and Urban Development pursuant to sections 203 and 211 of the National Housing
Act; or (B) originated and underwritten by an entity employing underwriting standards consistent
with the underwriting standards of an institution described in (A)(i) or (A)(ii) above.




          (p) Unless otherwise disclosed on the Mortgage Loan Schedule, the Mortgage Loan has an
original term to maturity of not more than 30 years, with interest payable in arrears on the first
day of each month. The Mortgage Note evidencing a Fixed Rate Mortgage Loan requires a monthly
payment which is sufficient to fully amortize the unpaid principal balance over the remaining term
and to pay interest at the related Mortgage Interest Rate. The Mortgage Note evidencing an
Adjustable Rate Mortgage Loan requires a Monthly Payment that is sufficient (after the IO
Conversion Date with respect to an IO Mortgage Loan) (i) during the period prior to the first
adjustment to the Mortgage Interest Rate, to amortize the original principal balance fully over the
remaining term thereof and to pay interest at the related Mortgage Interest Rate, and (ii) during
the period following each Adjustment Date, to amortize the outstanding principal balance fully as
of the first day of such period over the then remaining term of such Mortgage Note and to pay
interest at the related Mortgage Interest Rate. In any case, no Mortgage Loan contains terms or
provisions which would result in negative amortization. Payments of principal and/or interest on
the Mortgage Loan commenced no more than sixty (60) days after the funds were disbursed in
connection with the Mortgage Loan.




          (q) There is no proceeding pending or, to Seller’s knowledge, threatened for the total or
partial condemnation of the Mortgaged Property, and such property is in good repair and is
undamaged by waste, fire, earthquake or earth movement, windstorm, flood, tornado or

20









 








other casualty, so as to materially affect adversely the value of the Mortgaged Property as
security for the Mortgage Loan or the use for which the premises were intended.




          (r) The Mortgage and related Mortgage Note contain customary and enforceable provisions such
as to render the rights and remedies of the holder thereof adequate for the realization against the
Mortgaged Property of the benefits of the security provided thereby, including (i) in the case of a
Mortgage designated as a deed of trust, by trustee’s sale, or (ii) otherwise by judicial
foreclosure, except as enforceability may be limited by bankruptcy, insolvency, liquidation,
receivership, moratorium, reorganization, or other similar laws affecting the enforcement of the
rights of creditors and by general principles of equity, whether enforcement is sought in a
proceeding in equity or at law. Following the date of origination of the Mortgage Loan, the
Mortgaged Property has not been subject to any bankruptcy proceeding or foreclosure proceeding and
the Mortgagor has not filed for protection under applicable bankruptcy laws. Interest on each
Mortgage Loan is calculated on the basis of a 360-day year consisting of twelve 30-day months;




          (s) The Mortgage Note and Mortgage are on forms acceptable to the Agency.




          (t) The Mortgage Note is not and has not been secured by any collateral except the lien of the
corresponding Mortgage on the Mortgaged Property.




          (u) The Mortgage File contains an appraisal of the related Mortgaged Property signed prior to
the final approval of the Mortgage Loan application by a Qualified Appraiser and the appraisal and
appraiser both satisfy the requirements of the Agency and Title XI of FIRREA and the regulations
promulgated thereunder, if applicable, all as in effect on the date the Mortgage Loan was
originated. The appraisal is in a form acceptable to the Agency;




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




          (w) The Mortgage Loan is not a graduated payment mortgage loan or buydown loan, and the
Mortgage Loan does not have a shared appreciation or other contingent interest feature.




          (x) All material disclosures required by applicable law with respect to the making of mortgage
loans of the same type as the Mortgage Loan have been made, including rescission materials required
by applicable law if the Mortgage Loan is a Refinanced Mortgage Loan.




          (y) Each Conventional First Lien Mortgage Loan that had a LTV at origination in excess of 80%
will be subject to a Primary Mortgage Insurance Policy, issued by a Qualified Insurer, in at least
such amount as is required by the Agency. All provisions of such Primary Mortgage Insurance Policy
have been and are being complied with, such policy is in full force and effect, and all premiums
due thereunder have been paid. Any First Lien Mortgage Loan subject to any such Primary Mortgage
Insurance Policy obligates the Mortgagor thereunder

21









 








to maintain such insurance and to pay all premiums and charges in connection therewith unless
terminable in accordance with the Agency Guidelines or applicable law.




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




          (aa) All payments required to be made prior to the related Cut-off Date for the Mortgage Loan
under the terms of the Mortgage Note have been made.




          (bb) All escrow deposits and Escrow Payments, if any, are in the possession of, or under the
control of, Seller and have been handled in accordance with the Real Estate Settlement Procedures
Act (“RESPA”). If such Mortgage Loan provides that the interest rate on the principal balance of
the Mortgage Note may be adjusted, all of the terms of the Mortgage Note pertaining to interest
rate adjustments, payment adjustments and adjustments of the outstanding principal balance are
enforceable (except as enforceability may be limited by bankruptcy, insolvency, liquidation,
receivership, moratorium, reorganization, or other similar laws affecting the enforcement of the
rights of creditors and by general principles of equity, whether enforcement is sought in a
proceeding in equity or at law), and all such adjustments have been properly made, including any
required notices, and such adjustments do not and will not affect the priority of the Mortgage
lien. No payment with respect to the Mortgage Loan has been delinquent during the preceding
twelve-month period;




          (cc) Immediately prior to the payment of the Purchase Price, Seller was the sole owner and
holder of the Mortgage Loan. The Mortgage Loan was not assigned or pledged by Seller and Seller
had good and marketable title thereto, and Seller had full right to transfer and sell the Mortgage
Loan to Purchaser free and clear of any encumbrance, participation interest, lien, equity, pledge,
claim or security interest and had full right and authority, subject to no interest or
participation in, or agreement with, any other party to sell or otherwise transfer the Mortgage
Loan.




          (dd) The Mortgage Loan compiles with all the terms conditions and requirements of the
Underwriting Guidelines in effect at the time of origination with exceptions thereto exercised in a
reasonable manner.




          (ee) With respect to Mortgage Loans that are secured by a leasehold estate, the lease is
valid, in full force and effect, and conforms to the Agency Guidelines for leasehold estates.




          (ff) No fraud, nor any material misrepresentation, error, omission, or negligence, has taken
place on the part of Seller or the Mortgagor any other Person involved in the origination of the
Mortgage Loan.




          (gg) The Mortgaged Property is located in the state identified in the Mortgage Loan Schedule
and consists of a parcel of real property with a detached single family residence or a
two-to-four-family dwelling erected thereon, or an individual condominium unit, or an individual
unit in a planned unit development; provided, however, that any condominium project or planned unit
development conforms with the Underwriting Guidelines regarding such dwellings, and no residence or
dwelling is a mobile home or a manufactured housing unit that is not permanently attached to its
foundation. As of the date of origination, no portion of the

22









 








Mortgaged Property was used for commercial purposes, and, since the date of origination no portion
of the Mortgaged Property has been used for commercial purposes;




          (hh) Seller used no adverse selection procedures in selecting the Mortgage Loan from among the
residential mortgage loans owned by it which were available for inclusion in the Mortgage Loans.




          (ii) Seller has delivered to Purchaser or Purchaser’s designee the Mortgage Loan Documents and
the Mortgage File for each Mortgage Loan as required by this Agreement and/or the Commitment
Letter.




          (jj) All improvements subject to the Mortgage which were considered in determining the
Appraised Value of the Mortgaged Property lie wholly within the boundaries and building restriction
lines of the Mortgaged Property (and wholly within the project with respect to a condominium unit)
and no improvements on adjoining properties encroach upon the Mortgaged Property except those which
are insured against by the title insurance policy referred to in clause (m) above and all
improvements on the property comply with all applicable zoning and subdivision laws and ordinances.




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




          (ll) As of the related Closing Date, the Mortgaged Property is lawfully occupied under
applicable law, and all inspections, licenses and certificates required to be made or issued with
respect to all occupied portions of the Mortgaged Property and, with respect to the use and
occupancy of the same, including but not limited to certificates of occupancy and fire underwriting
certificates, have been made or obtained from the appropriate authorities.




          (mm) If the Mortgaged Property is a condominium unit or a planned unit development (other than
a de minimis planned unit development), or stock in a cooperative housing corporation, such
condominium, cooperative or planned unit development project meets the eligibility requirements of
the Agency.




          (nn) There is no pending action or proceeding directly involving the Mortgaged Property in
which compliance with any environmental law, rule or regulation is an issue; to Seller’s knowledge,
there is no violation of any environmental law, rule or regulation with respect to the Mortgaged
Property; and nothing further remains to be done to satisfy in full all requirements of each such
law, rule or regulation constituting a prerequisite to use and enjoyment of said property.




          (oo) The Mortgagor has not notified Seller requesting relief under the Servicemembers’ Civil
Relief Act, formerly known as the Soldiers’ and Sailors’ Civil Relief Act

23









 








of 1940, and Seller has no knowledge of any relief requested or allowed to the Mortgagor under the
Servicemembers’ Civil Relief Act.




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




          (qq) As of the related Closing Date, the Mortgage Loan was not in construction or
rehabilitation status or has facilitated the trade-in or exchange of a Mortgaged Property.




          (rr) No action has been taken or failed to be taken by Seller on or prior to the Closing Date
which has resulted or will result in an exclusion from, denial of, or defense to coverage under any
insurance policy related to the Mortgage Loan (including, without limitation, any exclusions,
denials or defenses which would limit or reduce the availability of the timely payment of the full
amount of the loss otherwise due thereunder to the insured) whether arising out of actions,
representations, errors, omissions, negligence, or fraud of Seller, or for any other reason under
such coverage.




          (ss) With respect to any broker fees collected and paid on the Mortgage Loan, all broker
fees have been properly assessed to the Mortgagor and no claims will arise as to broker fees that
are double charged and for which the Mortgagor would be entitled to reimbursement.




          (tt) To Seller’s knowledge, there does not exist on the related Mortgage Property any
hazardous substances, hazardous wastes or solid wastes, as such terms are defined in the
Comprehensive Environmental Response Compensation and Liability Act, the Resource Conservation and
Recovery Act of 1976, or other federal, state or local environmental legislation; provided however,
that commonly used household items shall not constitute “hazardous substances” for purposes of this
subsection.




          (uu) The Mortgage Loan did not have a Loan-to-Value Ratio at the time of origination of more
than 95%.




          (vv) None of the proceeds of the Mortgage Loan were used to finance single-premium credit
insurance policies.




          (xx) Unless set forth on the Mortgage Loan Schedule, the Mortgage Loan is not a balloon loan.




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




     Section 6.02. Representations of Seller.



     Seller hereby represents and warrants to Purchaser that as to itself, as of the related
Closing Date:



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          (a) It is a Delaware corporation duly organized, validly existing, and in good standing under
the laws of the state of its incorporation and has all licenses necessary to carry on its business
as now being conducted and is qualified and in good standing in the states where the Mortgaged
Property is located. It has corporate power and authority to execute and deliver this Agreement
and to perform in accordance herewith; the execution, delivery and performance of this Agreement
(including all instruments of transfer to be delivered pursuant to this Agreement) by it and the
consummation of the transactions contemplated hereby have been duly and validly authorized. This
Agreement, assuming due authorization, execution and delivery by Purchaser, evidences the valid,
binding and enforceable obligation of it, subject to applicable law except as enforceability may be
limited by (i) bankruptcy, insolvency, liquidation, receivership, moratorium, reorganization or
other similar laws affecting the enforcement of the rights of creditors and (ii) general principles
of equity, whether enforcement is sought in a proceeding in equity or at law. All requisite
corporate action has been taken by it to make this Agreement valid and binding upon it in
accordance with its terms.




          (b) No consent, approval, authorization or order is required for the transactions contemplated
by this Agreement from any court, governmental agency or body, or federal or state regulatory
authority having jurisdiction over it; or, if required, such consent, approval, authorization or
order has been or will, prior to the related Closing Date, be obtained.




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




          (d) The transfer, assignment and conveyance of the Mortgage Notes and the Mortgages by it
pursuant to this Agreement are not subject to the bulk transfer or any similar statutory provisions
in effect in any applicable jurisdiction.




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




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




          (h) Seller will treat the transfer of the Mortgage Loans to Purchaser as a sale for reporting
and accounting purposes and, to the extent appropriate, for federal income tax

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purposes. Seller shall maintain a complete set of books and records for each Mortgage Loan which
shall be clearly marked to reflect the ownership of such Mortgage Loan by Purchaser.




          (i) Seller is an approved seller/servicer of residential mortgage loans for the Agency and
HUD, with such facilities, procedures and personnel necessary for the sound servicing of such
mortgage loans. Seller is duly qualified, licensed, registered and otherwise authorized under all
applicable federal, state and local laws and regulations and is in good standing to sell mortgage
loans to and service mortgage loans for the Agency and no event has occurred which would make
Seller unable to comply with eligibility requirements or which would require notification to either
of the Agency.




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




          (k) Seller has delivered to Purchaser financial statements as to its last two complete fiscal
years. All such financial statements fairly present the pertinent results of operations and
changes in financial position for each of such periods and the financial position at the end of
each such period of Seller and its subsidiaries and have been prepared in accordance with GAAP
consistently applied throughout the periods involved, except as set forth in the notes thereto.
There has been no change in the business, operations, financial condition, properties or assets of
Seller since the date of Seller’s financial statements that would have a material adverse effect on
its ability to perform its obligations under this Agreement or the related Commitment Letter.




          (l) Seller has not dealt with any third-party broker, investment banker, agent or other person
that may be entitled to any commission or compensation in connection with the sale of the Mortgage
Loans.




     Section 6.03. Remedies for Breach of Representations and Warranties.



     It is understood and agreed that the representations and warranties set forth in Sections 6.01
and 6.02 shall survive the sale of the Mortgage Loans to Purchaser and shall inure to the benefit
of Purchaser, notwithstanding any restrictive or qualified endorsement on any Mortgage Note or
Assignment of Mortgage or the examination or lack of examination of any Mortgage File. Upon
discovery by either Seller or Purchaser of a breach of any of the foregoing representations and
warranties which materially and adversely affects the value of the Mortgage Loans or the interest
of Purchaser therein (or which materially and adversely affects the interest of Purchaser in the
related Mortgage Loan in the case of a representation and warranty relating to a particular
Mortgage Loan), the party discovering such breach shall give prompt written notice to the other
party.



     Within sixty (60) days of the earlier of either discovery by or notice to Seller of any breach
of a representation or warranty which materially and adversely affects the value of a Mortgage Loan
or the Mortgage Loans or the interest of Purchaser therein, Seller shall at its discretion either
cure such breach in all material respects or repurchase such Mortgage Loan or Mortgage Loans at the
Repurchase Price. However, Seller may, with Purchaser’s prior consent and assuming that Seller has
a Qualified Substitute Mortgage Loan, rather than repurchase the Mortgage Loan as provided above,
remove such Mortgage Loan and substitute in its place a



26









 







Qualified Substitute Mortgage Loan or Loans; provided, however, that any such substitution shall be
effected not later than one hundred eighty (180) days after the related Closing Date. Any
repurchase of a Mortgage Loan pursuant to the foregoing provisions of this Section 6.03 shall be
accomplished by Seller depositing the amount of the Repurchase Price in the Custodial Account for
distribution to Purchaser on the next Remittance Date.



     At the time of repurchase of any Mortgage Loan (or removal of any Deleted Mortgage Loan),
Purchaser and Seller shall arrange for the assignment of the repurchased Mortgage Loan (or Deleted
Mortgage Loan) to Seller or its designee and the delivery to Seller of any documents held by
Purchaser relating to the repurchased Mortgage Loan in the manner required by this Agreement with
respect to the purchase and sale of such Mortgage Loan on the related Closing Date. Upon such
repurchase, the Mortgage Loan Schedule shall be amended to reflect the withdrawal of the Deleted
Mortgage Loan from this Agreement.



     As to any Deleted Mortgage Loan for which Seller substitutes one or more Qualified Substitute
Mortgage Loans, Seller shall effect such substitution by delivering to Purchaser, or its designee,
for each Qualified Substitute Mortgage Loan the Mortgage Loan Documents. Seller shall remit to the
Custodial Account the Monthly Payment less the Servicing Fee due on each Qualified Substitute
Mortgage Loan in the month following the date of such substitution. Monthly Payments due with
respect to Qualified Substitute Mortgage Loans in the month of substitution will be retained by
Seller. For the month of substitution, distributions to Purchaser will include the Monthly Payment
due on such Deleted Mortgage Loan in the month of substitution, and Seller shall thereafter be
entitled to retain all amounts subsequently received by Seller in respect of such Deleted Mortgage
Loan. Seller shall give written notice to Purchaser that such substitution has taken place and
shall amend the Mortgage Loan Schedule to reflect the removal of such Deleted Mortgage Loan from
the terms of this Agreement and the substitution of the Qualified Substitute Mortgage Loan. Upon
such substitution, each Qualified Substitute Mortgage Loan shall be subject to the terms of this
Agreement in all respects, and Seller shall be deemed to have made with respect to such Qualified
Substitute Mortgage Loan, as of the date of substitution, the covenants, representations and
warranties set forth in Sections 6.01 and 6.02, and Seller shall have no further liability or
obligation to Purchaser for the Deleted Mortgage Loan.



     For any month in which Seller substitutes one or more Qualified Substitute Mortgage Loans for
one or more Deleted Mortgage Loans, Seller will determine the amount (if any) by which the
aggregate principal balance of all such Qualified Substitute Mortgage Loans as of the date of
substitution is less than the aggregate Stated Principal Balance of all such Deleted Mortgage Loans
(after application of scheduled principal payments due in the month of substitution). The amount
of such shortfall shall be remitted for distribution by Seller to Purchaser in the month of
substitution pursuant to Section 11.04. Accordingly, on the date of such substitution, Seller
shall remit from its own funds for deposit into the Custodial Account an amount equal to the amount
of such shortfall plus one month’s interest thereon at the Mortgage Loan Remittance Rate.



     If within sixty (60) days of the Closing Date, Seller receives written notice from Purchaser
that it has breached a representation of warranty set forth in Sections 6.01 or 6.02 which
materially and adversely affects the value of the Mortgage Loan or the interest of Purchaser
therein, and Seller within sixty (60) days after receipt of such notices does not cure



27









 







such breach or substitute a Qualified Substitute Mortgage Loan satisfactory to Purchaser, then
Seller shall repurchase the Mortgage Loan pursuant to the provisions of this Section at a price
equal to the outstanding principal balance at the time of repurchase, times the percentage of par
set forth in the Commitment Letter related to that Mortgage Loan, plus any accrued and unpaid
interest.



     Section 6.04. Indemnification.



     Seller agrees to indemnify and hold harmless Purchaser against any and all actual losses,
claims, damages, actions, cost, expenses, penalties, fines, forfeitures or liabilities, including
reasonable attorneys fees and related costs, which Purchaser sustains that are caused by any
material breach by Seller of any representation or warranty contained in Sections 6.01 and 6.02
hereof, excluding, however, any and all consequential and punitive damages.



     If Purchaser seeks indemnification under this Section 6.04, it must promptly give Seller
notice of any legal action or potential claim. However, delay or failure by Purchaser to provide
such notice shall not release Seller from any indemnity obligations, except and only to the extent
that Seller shows that such delay or failure materially prejudiced the defense of such action or
increased the amount of such claim. Seller shall be responsible to conduct such defense through
counsel reasonably satisfactory to Purchaser; provided, however, that Seller is permitted to
control fully the defense of any such claim and to settle any such claim subject to Purchaser’s
approval, which approval shall not be unreasonably withheld; provided further that Purchaser shall
have the right to retain counsel to represent it at its expense in connection with any such claim.
If Seller fails to assume the defense of an action within twenty (20) days after receiving notice,
then Seller shall be bound by any determination made in the action or by any compromise or
settlement Purchaser may effect. Without the consent of the other party, neither Purchaser nor
Seller shall agree to any settlement if the matter involves any possible criminal action or
proceeding, or contains a stipulation to, or admission or acknowledgment of, any wrongdoing (in
tort or otherwise) on the part of the other party, and the settlement of any such matter without
the prior written consent of the other party shall be void and of no effect with respect to that
other party. Purchaser agrees to use reasonable efforts to mitigate any claims tendered to Seller.
Purchaser shall assign to Seller all of its claims for recovery against third parties for any
indemnification provided by Seller, whether such claims arise pursuant to insurance coverage,
contribution, subrogation or otherwise.



     No action may be brought against Seller relating to or arising out of the breach of any
representations and warranties made in Sections 6.01 or 6.02 with respect to any Mortgage Loan
unless and until (i) discovery of such breach by Purchaser or notice thereof by Seller to
Purchaser, (ii) failure by Seller to cure such breach, repurchase such Mortgage Loan as specified
above, or substitute a Qualified Substitute Mortgage Loan for such Mortgage Loan as specified above
and (iii) demand upon Seller by Purchaser for compliance with the terms of this Agreement.



     It is understood and agreed that the obligations of Seller set forth in Section 6.03 to cure,
repurchase or substitute for a defective Mortgage Loan, or in Section 6.04 to indemnify Purchaser,
constitute the sole remedies of Purchaser respecting a breach of the representations and warranties
set forth in Sections 6.01 and 6.02.



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     Section 6.05 Early Payment Default.



     If a Monthly Payment becomes one (1) or more scheduled Monthly Payments delinquent at any time
on or prior to the first day of the second calendar month following the related Closing Date (or
such other date set forth in the related Commitment Letter), then Seller, at Purchaser’s option,
shall promptly repurchase the related Mortgage Loan from Purchaser at the Purchase Price.



     Section 6.06 Purchase Price Protection



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



     SECTION 7. Representations, Warranties and Covenants of Purchaser; Remedies for
Breach.



     Section 7.01. Representations and Warranties of Purchaser.



     Purchaser hereby makes the following representations and warranties, which have been deemed to
have been made as of each related Closing Date or such other date thereafter as specified herein:



          (a) Purchaser is duly organized, validly existing and in good standing under the laws of the
jurisdiction of its incorporation or organization.




          (b) There is no litigation pending or, to its knowledge, threatened, which, if determined
adversely to it, would have a material adverse effect on its financial condition, or which would
adversely affect the execution, delivery and performance of this Agreement.




          (c) Purchaser has full power and authority (corporate or otherwise) to enter into and perform
its obligations under this Agreement.




          (d) With regard to each Mortgagor, Purchaser shall at all times comply with all laws and
regulations regarding use, disclosure and safeguarding of any and all customer information,
including without limitation the Gramm Leach Bliley Act, the Interagency Guidelines Establishing
Standards for Safeguarding Customer Information (12 CFR Part 30, Appendix B), the Fair Credit
Reporting Act and Regulation P.




          (e) This Agreement has been duly authorized, executed and delivered by Purchaser, and
constitutes the valid, legal and binding agreement of Purchaser, enforceable against Purchaser in
accordance with its respective terms, except as enforceability may be limited by (i) bankruptcy,
insolvency, liquidation, receivership, moratorium, reorganization, or other similar laws affecting
the enforcement of the rights of creditors and (ii) general principles of equity, whether
enforcement is sought in a proceeding in equity or at law.




29









 








          (f) Neither the execution and delivery of this Agreement, the acquisition of the Mortgage
Loans by Purchaser, the consummation of the transactions contemplated hereby, nor the fulfillment
of or compliance with the terms and conditions of this Agreement, will conflict with or result in a
breach of any of the terms, conditions or provisions of Purchaser’s charter or by-laws or any legal
restriction or any agreement or instrument to which Purchaser is now a party or by which it is
bound, or constitute default or result in acceleration under any of the foregoing, or result in the
violation of any rule, regulation, order, judgment or decree to which Purchaser or its property is
subject.




     Section 7.02. Remedies.



     The representations, warranties and covenants set forth in Section 7.01 shall survive the
purchase and sale of the Mortgage Loans and shall inure to the benefit of Seller. Purchaser agrees
to indemnify and hold harmless Seller against any and all actual losses, damages, actions or
liabilities, including reasonable attorneys fees, which Seller sustains that are caused by any
breach by Purchaser of any representations or warranties, excluding, however, any and all
consequential and punitive damages.



     SECTION 8. Closing. The closing for the purchase and sale of each Mortgage Loan
Package shall take place on the related Closing Date. The closing shall be by telephone, confirmed
by letter or wire as the parties shall agree. The closing for each Mortgage Loan Package shall be
subject to each of the following conditions:



          (a) Purchaser shall have received all Closing Documents as specified in Section 9, duly
executed by all signatories as required pursuant to the terms hereof;




          (b) all of the representations and warranties of Seller under this Agreement shall be true and
correct as of the related Closing Date (or, with respect to Subsection 6.01, such other date
specified therein) in all material respects no default shall have occurred hereunder which, with
notice or the passage of time or both, would constitute an Event of Default hereunder; or such
compliance has been waived by Purchaser; and




          (c) all other terms and conditions of this Agreement and the related Commitment Letter shall
have been complied with in all material respects.




          Upon satisfaction of the foregoing conditions, Purchaser shall pay to Seller on the Closing
Date the Purchase Price for the related Mortgage Loan Package, plus accrued interest pursuant to
Section 4 of this Agreement.




     SECTION 9. Closing Documents.


     (a) On or before the first Closing Date, Seller shall deliver to Purchaser:





	 	  (i)	 	this Agreement, executed by Seller, in four counterparts;
	 
	 	  (ii)	 	if requested by Purchaser, the certification of the Custodial
Account as described in Section 11.04;




30









 






	 	(iii)	 	if requested by Purchaser, the certification of the Escrow
Account as described in Section 11.06;
	 
	 	(iv)	 	a Seller’s Officer’s Certificate, in the form of Exhibit 3
hereto, including all attachments thereto; and
	 
	 	(v)	 	an opinion of counsel in the form of Exhibit 4 hereto.




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





	 	(i)	 	the related Commitment Letter;
	 
	 	(ii)	 	the related Mortgage Loan Schedule; and
	 
	 	(iii)	 	a certificate or other evidence of merger or change of name,
signed or stamped by the applicable regulatory authority, if any of the
Mortgage Loans were acquired by Seller by merger or acquired or originated by
Seller while conducting business under a name other than its present name, if
applicable.





     SECTION 10. Costs. Purchaser shall pay the fees and expenses of its due diligence,
the legal fees and expenses of its attorneys, the costs and expenses incurred in connection with
the recording of Assignments of Mortgage from Seller, and the fees and expenses of its custodian,
if any. Seller shall pay the costs and expenses incurred in connection with the initial transfer
and delivery of the Mortgage Loan Documents hereunder and the legal fees and expenses of its
attorneys. Each party shall pay any commissions due its salesmen.



     SECTION 11. Administration and Servicing of the Mortgage Loans.



     Section 11.01. Seller to Act as Servicer.



     Seller, as an independent contract servicer, shall service and administer the Mortgage Loans
for the benefit of Purchaser in accordance with this Agreement, Customary Servicing Procedures and
the terms of the Mortgage Notes and Mortgages. Subject to such standards, Seller shall have full
power and authority, acting alone or through sub-servicers or agents, to do or cause to be done any
and all things in connection with such servicing and administration that Seller may deem necessary
or desirable to perform consistent with the terms of this Agreement. Seller may perform its
servicing responsibilities through agents, subcontractors or independent contractors, but shall not
thereby be released from any of its responsibilities hereunder.



     Consistent with the terms of this Agreement, Seller may waive, modify or vary any term of any
Mortgage Loan or consent to the postponement of compliance with any such term or in any manner
grant indulgence to any Mortgagor; provided, however, Seller shall not, unless it has first
obtained the consent of Purchaser, permit any modification with respect to any Mortgage Loan that
would change the Mortgage Interest Rate, defer or forgive the payment of any principal or interest,
change the outstanding principal amount (except for actual payments of



31









 







principal), make any future advances, extend the final maturity date, as the case may be, with
respect to such Mortgage Loan or accept substitute or additional collateral or release any
collateral for a Mortgage Loan. Without limiting the generality of the foregoing, Seller in its
own name or acting through sub-servicers or agents is hereby authorized and empowered by Purchaser
when Seller believes it appropriate and reasonable in its judgment, to execute and deliver, on
behalf of itself and Purchaser, all instruments of satisfaction or cancellation, or of partial or
full release, discharge and all other comparable instruments, with respect to the Mortgage Loans
and the Mortgaged Properties and to institute foreclosure proceedings or obtain a deed-in-lieu of
foreclosure so as to convert the ownership of such properties, and to hold or cause to be held
title to such properties, on behalf of Purchaser pursuant to the provisions of Section 11.13.
Seller shall make all required Servicing Advances, shall service and administer the Mortgage Loans,
and shall provide to the Mortgagors any reports required to be provided to them hereunder.
Purchaser shall furnish to Seller any powers of attorney and other documents reasonably necessary
or appropriate to enable Seller to carry out its servicing and administrative duties under this
Agreement.



     Section 11.02. Liquidation of Mortgage Loans.



     If any payment due under any First Lien Mortgage Loan is not paid when the same becomes due
and payable, or if the Mortgagor fails to perform any other covenant or obligation under the First
Lien Mortgage Loan and such failure continues beyond any applicable grace period, Seller shall take
such action as it shall deem to be in the interest of Purchaser. If any payment due under any First
Lien Mortgage Loan remains delinquent for such period as provided in the Servicing Guidelines,
Seller shall commence foreclosure proceedings in accordance with those Servicing Guidelines, unless
otherwise directed by Purchaser. Seller shall not sell any such First Lien Mortgage Loan unless
Seller has first obtained the consent of Purchaser. Purchaser may instruct Seller to commence
foreclosure proceedings on any First Lien Mortgage Loan for which any payment remains delinquent
for a period of 120 days or more. If Seller has commenced foreclosure proceedings, it shall
promptly notify Purchaser and thereafter periodically advise Purchaser of the status of the
foreclosure proceedings and follow Purchaser’s instructions in connection therewith. Whether in
connection with the foreclosure of a Mortgage Loan or otherwise, Seller shall from its own funds
make all necessary and proper Servicing Advances, provided, however, that Seller is not required to
make a Servicing Advance unless Seller determines in the exercise of its good faith reasonable
judgment that such Servicing Advance would ultimately be recoverable from Liquidation Proceeds,
Insurance Proceeds, REO Disposition Proceeds or Condemnation Proceeds (with respect to each of
which Seller shall have the priority described in Section 4.05 for purposes of withdrawals from the
Custodial Account). If the portion of any Liquidation Proceeds or REO Disposition Proceeds
allocable as a recovery of interest on any First Lien Mortgage Loan is less than the full amount of
accrued and unpaid interest on such First Lien Mortgage Loan as of the date such proceeds are
received, then the Servicing Fees and Servicing Advances shall be paid first to Seller, and any
amounts remaining thereafter shall be distributed to Purchaser.



     Within fifteen (15) days of receiving a monthly remittance report from Seller indicating (i)
that a payment due under any Second Lien Mortgage Loan is delinquent and remains delinquent for a
period of thirty (30) days beyond the expiration of any grace or cure period therefor; or (ii) that
any other default under a Second Lien Mortgage Loan continues for a period of sixty (60) days
beyond the expiration of any grace or cure period therefor, Purchaser shall



32









 







notify Seller in writing to commence foreclosure proceedings, including accepting a deed in
lieu of foreclosure. In no event, shall Seller ever be required to fund any amounts necessary to
satisfy any liens superior to the lien of the Mortgage being foreclosed or to clear title to the
related Mortgaged Property. Prior to the time such funds are needed, Purchaser shall provide
Seller with all funds needed to pay off prior lien holders and to clear title. Upon request
therefor, Purchaser shall promptly reimburse Seller for all other funds of an incidental nature
that Seller expends or incurs in connection with such foreclosure, including Seller’s fees,
expenses and attorneys fees. Upon Purchaser’s acquisition of the Mortgaged Property through
foreclosure or deed in lieu of foreclosure, or upon failure of Seller to receive written direction
of Purchaser to commence foreclosure within fifteen (15) days after Purchaser receives its monthly
remittance report from Seller indicating a sixty (60) day default, Seller shall not thereafter have
any obligation or liability to Purchaser, or to any other Person, for or on account of such
Mortgage Loan or such Mortgaged Property, including the collection of any indebtedness due under
the Mortgage Loan. Purchaser, however, shall promptly reimburse Seller for all costs and expenses
incurred by Seller with respect to the Mortgage Property and the related Mortgage Loan, including
without limitation any unreimbursed Servicing Advances, unpaid Servicing Fees and reasonable
attorneys fees. Once responsibility for a Mortgaged Property is transferred to Purchaser pursuant
to the provisions of this section, Purchaser shall have no right to transfer it back to Seller.



     Section 11.03. Collection of Mortgage Loan Payments.



     Continuously from the date hereof until the principal and interest on all Mortgage Loans are
paid in full, Seller will proceed, in accordance with this Agreement, to collect all payments due
under each of the Mortgage Loans when the same shall become due and payable, in accordance with the
Servicing Guidelines. Further, Seller will in accordance with RESPA and all applicable state law
ascertain and estimate taxes, assessments, fire and hazard insurance premiums, premiums for Primary
Mortgage Insurance Policies, and all other charges that, as provided in any Mortgage, will become
due and payable in order that the installments payable by the Mortgagors will be sufficient to pay
such charges as and when they become due and payable.



     Section 11.04. Establishment of Custodial Account; Deposits in Custodial Account.



     Seller shall segregate and hold all funds collected and received pursuant to each Mortgage
Loan separate and apart from any of its own funds and general assets and shall establish and
maintain one or more Custodial Accounts (collectively, the “Custodial Account”), titled in the name
of ABN AMRO Mortgage Group, Inc., in trust for RWT Holdings, Inc. as Purchaser of Mortgage Loans.
Such Custodial Account shall be established as an Eligible Account with a commercial bank, a
savings bank or a savings and loan association (which may be a depository affiliate of Seller)
which meets the guidelines set forth by the Agency as an eligible depository institution for
custodial accounts. The creation of any Custodial Account shall be evidenced by a certification, a
copy of which certification shall be furnished to Purchaser upon request.



     Seller shall deposit in the Custodial Account on a daily basis, and retain therein, the
following payments and collections received or made by it subsequent to the related Cut-off Date
(other than in respect of principal and interest on the Mortgage Loans due on or before the related
Cut-off Date as provided in Section 11.17):



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




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




          (c) all Liquidation Proceeds;




          (d) all proceeds received by Seller under any title insurance policy, hazard insurance policy,
Primary Mortgage Insurance Policy or other insurance policy, other than proceeds to be held in the
Escrow Account and applied to the restoration or repair of the Mortgaged Property or released to
the Mortgagor in accordance with Customary Servicing Procedures and the Mortgage Loan Documents;




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




          (f) any amount required to be deposited in the Custodial Account pursuant to Sections 11.15,
11.17 and 11.19;




          (g) any amount required to be deposited by Seller in connection with any REO Property pursuant
to Section 11.13;




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




          (i) with respect to each Principal Prepayment in full, the Prepayment Interest Shortfall (to
be paid by Seller out of its funds, but not in excess of its aggregate Servicing Fee for the
related Due Period).




     The foregoing requirements for deposit in the Custodial Account shall be exclusive, it being
understood and agreed that, without limiting the generality of the foregoing, payments in the
nature of late payment charges, assumption fees, prepayment penalties or premium and other
ancillary fees need not be deposited by Seller in the Custodial Account, and may be retained by
Seller as additional compensation.



     Seller may invest the funds in the Custodial Account in Eligible Investments designated in the
name of Seller for the benefit of Purchaser, which shall mature not later than the Business Day
next preceding the Remittance Date next following the date of such investment (except that (A) any
investment in the institution with which the Custodial Account is maintained may mature on such
Remittance Date and (B) any other investment may mature on such Remittance Date if Seller shall
advance funds on such Remittance Date, pending receipt thereof, to the extent necessary to make
distributions to Purchaser) and shall not be sold or disposed of prior to maturity.
Notwithstanding anything to the contrary herein and above, all income and gain




34










 




realized from any such investment shall be for the benefit of Seller and shall be subject to
withdrawal by Seller. The amount of any losses incurred in respect of any such investments shall
be deposited in the Custodial Account by Seller out of its own funds immediately as realized.




     Section 11.05. Withdrawals From the Custodial Account.



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



          (a) to make payments to Purchaser in the amounts and in the manner provided for in Section
11.15;




          (b) to reimburse itself for P&I Advances, Seller’s right to reimburse itself pursuant to this
subclause (b) with respect to any Mortgage Loan being limited to related Liquidation Proceeds,
Condemnation Proceeds, Insurance Proceeds, REO Disposition Proceeds and such other amounts as may
be collected by Seller from the Mortgagor or otherwise relating to the Mortgage Loan, it being
understood that, in the case of any such reimbursement, Seller’s right thereto shall be prior to
the rights of Purchaser, except that, where Seller is required to repurchase a Mortgage Loan,
pursuant to Section 6.03, Seller’s right to such reimbursement shall be subsequent to the payment
to Purchaser of the Repurchase Price pursuant to Section 6.03 and all other amounts required to be
paid to Purchaser with respect to such Mortgage Loan;




          (c) to reimburse itself for any unpaid Servicing Fees and for unreimbursed Servicing Advances,
Seller’s right to reimburse itself pursuant to this subclause (c) with respect to any Mortgage Loan
being limited to related Liquidation Proceeds, Condemnation Proceeds, Insurance Proceeds, REO
Disposition Proceeds and such other amounts as may be collected by Seller from the Mortgagor or
otherwise relating to the Mortgage Loan, it being understood that, in the case of any such
reimbursement, Seller’s right thereto shall be prior to the rights of Purchaser unless Seller is
required to repurchase a Mortgage Loan pursuant to Section 6.03, in which case Seller’s right to
such reimbursement shall be subsequent to the payment to Purchaser of the Repurchase Price pursuant
to Section 6.03 and all other amounts required to be paid to Purchaser with respect to such
Mortgage Loan;




          (d) to reimburse itself for unreimbursed Servicing Advances and for unreimbursed P&I Advances,
in accordance with Section 11.17, to the extent that such amounts are nonrecoverable by Seller
pursuant to subclause (b) or (c) above, provided that the Mortgage Loan for which such advances
were made is not required to be repurchased by Seller pursuant to Section 6.03;




          (e) to withdraw amounts to make P&I Advances in accordance with Section 11.17;




          (f) to reimburse itself for expenses incurred by and reimbursable to it pursuant to this
Agreement;




          (g) to pay to itself any interest earned or any investment earnings on funds deposited in the
Custodial Account, net of any losses on such investments;




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          (h) to withdraw any amounts inadvertently deposited in the Custodial Account; and




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




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



     Section 11.06. Establishment of Escrow Account; Deposits in Escrow Account.



     Seller shall segregate and hold all funds collected and received pursuant to each Mortgage
Loan which constitute Escrow Payments separate and apart from any of its own funds and general
assets and shall establish and maintain one or more Escrow Accounts (collectively, the “Escrow
Account”), titled in the name of ABN AMRO Mortgage Group, Inc., in trust for RWT Holdings, Inc as
Purchaser of Mortgage Loans. The Escrow Account shall be established as an Eligible Account with a
financial institution (which may be a depository affiliate of Seller), which meets the guidelines
set forth by the Agency as an eligible institution for escrow accounts. The creation of any Escrow
Account shall be evidenced by a certification, a copy of which certification shall be furnished to
Purchaser upon request. The Escrow Account may be combined with other Escrow Accounts maintained by
Seller for various Mortgagors.



     Seller shall deposit in the Escrow Account on a daily basis, and retain therein: (a) all
Escrow Payments collected on account of the Mortgage Loans, for the purpose of effecting timely
payment of any such items as required under the terms of this Agreement and (b) all amounts
representing proceeds of any hazard insurance policy which are to be applied to the restoration or
repair of any Mortgaged Property. Seller shall make withdrawals therefrom only in accordance with
Section 11.07 hereof. As part of its servicing duties, Seller shall pay to the Mortgagors interest
on funds in the Escrow Account, to the extent required by law.



     Section 11.07. Withdrawals From Escrow Account.



     Withdrawals from the Escrow Account shall be made by Seller only (a) to effect timely payments
of ground rents, taxes, assessments, premiums for Primary Mortgage Insurance Policies, fire, or
hazard insurance premiums or other items constituting Escrow Payments for the related Mortgage, (b)
to reimburse Seller for any Servicing Advance made by Seller pursuant to Section 11.08 hereof with
respect to a related Mortgage Loan,
(c) to refund to any Mortgagor any funds found to be in excess of the amounts required under the
terms of the related Mortgage Loan, (d) for transfer to the Custodial Account upon default of a
Mortgagor or in accordance with the terms of the related Mortgage Loan and if permitted by
applicable law, (e) for application to restore or repair of the Mortgaged Property in accordance
with the Mortgage Loan Documents, (f) to pay to the Mortgagor, to the extent required by law, any
interest paid on the funds deposited in the Escrow Account, (g) to pay to itself any interest
earned on funds deposited in the Escrow Account (and not required to be paid to the Mortgagor), (h)
to withdraw suspense payments that are deposited into the Escrow Account, (i) to withdraw any
amounts inadvertently deposited in the Escrow Account, (j) to withdraw any Escrow Payments related
to a Mortgage



36









 




Loan repurchased by Seller pursuant to Subsection 6.03 or (k) to clear and terminate
the Escrow Account upon the termination of this Agreement.




     Section 11.08. Payment of Taxes, Insurance and Other Charges; Collections Thereunder.



     With respect to each Mortgage Loan for which an Escrow Account is maintained, Seller shall
maintain accurate records reflecting the status of taxes and other charges which are or may become
a lien upon the Mortgaged Property and the status of premiums for Primary Mortgage Insurance
Policies and fire and hazard insurance coverage and shall obtain, from time to time, for all
Mortgage Loans with an Escrow Account, all bills for the payment of such charges (including renewal
premiums) and shall effect payment thereof prior to the applicable penalty or termination date and
at a time appropriate for securing maximum discounts allowable, employing for such purpose deposits
of the Mortgagor in the Escrow Account which shall have been estimated and accumulated by Seller in
amounts sufficient for such purposes, as allowed under the terms of the Mortgage. To the extent
that a Mortgage does not provide for Escrow Payments, Seller shall determine that any such payments
are made by the Mortgagor. Seller assumes full responsibility for the timely payment of all such
bills and shall effect timely payments of all such bills irrespective of each Mortgagor’s faithful
performance in the payment of same or the making of the Escrow Payments and shall make Servicing
Advances to effect such payments, subject to its ability to recover such Servicing Advances
pursuant to Section 11.07(b).



     Section 11.09. Transfer of Accounts.



     Seller may transfer the Custodial Account or the Escrow Account to a different depository
institution. Such transfer shall be made only upon obtaining the prior written consent of
Purchaser; such consent shall not be unreasonably withheld.



     Section 11.10. Maintenance of Hazard Insurance.



     Seller shall cause to be maintained for each Mortgaged Property fire and hazard insurance with
extended coverage customary in the area where the Mortgaged Property is located by an insurer
acceptable to the Agency, in an amount acceptable to the Agency. If the Mortgaged Property is in
an area identified on a flood hazard map or flood
insurance rate map issued by the Federal Emergency Management Agency as a special flood hazard area
(and such flood insurance has been made available), Seller shall maintain for that Mortgaged
Property a flood insurance policy meeting the requirements of the current requirements of the
National Flood Insurance Program and the coverage amount requirements of the Agency. Seller shall
also maintain on REO Property fire and hazard insurance with extended coverage in an amount which
is at least equal to the principal balance of the related Mortgage Loan foreclosed, liability
insurance and, to the extent required and available under the National Flood Insurance Program,
flood insurance in an amount of the lesser of the principal balance of the related Mortgage Loan
foreclosed or the maximum amount of flood insurance available under the National Flood Insurance
Program. Any amounts collected by Seller under any such policies (other than amounts to be
deposited in the Escrow Account and applied to the restoration or repair of the property subject to
the related Mortgage or property acquired in liquidation of the Mortgage Loan, or to be released to
the Mortgagor in accordance with Customary Servicing Procedures and the Mortgage Loan Documents)
shall be deposited in the Custodial Account, subject to



37









 




withdrawal pursuant to Section 11.05. It
is understood and agreed that no earthquake or other additional insurance need be required by
Seller of any Mortgagor or maintained on REO Property other than pursuant to such applicable laws
and regulations as shall at any time be in force and as shall require such additional insurance.
All policies required hereunder shall be endorsed with standard mortgagee clauses with loss payable
to Seller, and shall provide for at least thirty (30) days prior written notice of any
cancellation, reduction in amount or material change in coverage to Seller. Seller shall not
interfere with the Mortgagor’s freedom of choice in selecting either his insurance carrier or
agent; provided, however, that Seller shall not accept any such insurance policies from insurance
companies unless such companies are Qualified Insurers.




     Section 11.11. Maintenance of Primary Mortgage Insurance Policy; Claims.



     With respect to each First Lien Mortgage Loan with a LTV in excess of 80%, Seller shall,
without any cost to Purchaser, maintain or cause the Mortgagor to maintain in full force and effect
a Primary Mortgage Insurance Policy insuring that portion of the First Lien Mortgage Loan in excess
of a percentage in conformance with the Agency requirements. Seller shall pay or shall cause the
Mortgagor to pay the premium thereon on a timely basis, at least until the LTV of such l First Lien
Mortgage Loan is reduced to 80%, or such amount as required by applicable law, or such other amount
as the Agency permits for cancellation of mortgage insurance. If such Primary Mortgage Insurance
Policy shall be terminated, other than as required by law, Seller shall obtain from another
Qualified Insurer a comparable replacement policy, with a total coverage equal to the remaining
coverage of such terminated Primary Mortgage Insurance Policy. If the insurer shall cease to be a
qualified insurer, Seller shall and obtain from another Qualified Insurer a replacement insurance
policy. Seller shall not take any action which would result in noncoverage under any applicable
Primary Mortgage Insurance Policy of any loss which, but for the actions of Seller would have been
covered thereunder. In connection with any assumption or substitution agreement entered into or to
be entered into pursuant to Section 11.18, Seller shall promptly notify the insurer under the
related
Primary Mortgage Insurance Policy, if any, of such assumption or substitution of liability in
accordance with the terms of such Primary Mortgage Insurance Policy and shall take all actions
which may be required by such insurer as a condition to the continuation of coverage under such
Primary Mortgage Insurance Policy. If such Primary Mortgage Insurance Policy is terminated as a
result of such assumption or substitution of liability, Seller shall obtain a replacement Primary
Mortgage Insurance Policy as provided above.



     In connection with its activities as Seller, Seller agrees to prepare and present, on behalf
of itself and Purchaser, claims to the insurer under any Primary Mortgage Insurance Policy in a
timely fashion in accordance with the terms of such Primary Mortgage Insurance Policy and, in this
regard, to take such action as shall be necessary to permit recovery under any Primary Mortgage
Insurance Policy respecting a defaulted Conventional First Lien Mortgage Loan. Pursuant to Section
11.06, any amounts collected by Seller under any Primary Mortgage Insurance Policy shall be
deposited in the Escrow Account, subject to withdrawal pursuant to Section 11.07.



     Section 11.12. Maintenance of Fidelity Bond and Errors and Omissions Insurance.



38









 





     Seller shall maintain, at its own expense, a blanket Fidelity Bond and an errors and omissions
insurance policy, with broad coverage on all officers, employees or other persons acting in any
capacity requiring such persons to handle funds, money, documents or papers relating to the
Mortgage Loans. These policies must insure Seller against losses resulting from theft, errors,
omissions, negligence, dishonest or fraudulent acts committed by Seller’s personnel, any employees
of outside firms that provide data processing services for Seller, and temporary contract employees
or student interns. The Fidelity Bond shall also protect and insure Seller against losses in
connection with the release or satisfaction of a Mortgage Loan without having obtained payment in
full of the indebtedness secured thereby. No provision of this Section 11.12 requiring such
Fidelity Bond and errors and omissions insurance shall diminish or relieve Seller from its duties
and obligations as set forth in this Agreement. The minimum coverage under any such Fidelity Bond
and insurance policy shall be at least equal to the corresponding amounts, including deductible
requirements, required by the Agency in the Servicing Guidelines, as amended or restated from time
to time, or in an amount as may be permitted to Seller by express waiver of the Agency. Upon
request of Purchaser, Seller shall cause to be delivered to Purchaser a certificate evidencing such
Fidelity Bond and insurance policy.



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



     Subject to Section 11.02, if title to the Mortgaged Property is acquired in foreclosure or by
deed in lieu of foreclosure, the deed or certificate of sale shall be taken in the name of
Purchaser or its nominee, which, with the consent of Seller, may be Seller. The Person or Persons
holding such title other than Purchaser shall acknowledge in writing that such title is being held
as nominee for Purchaser. Unless Purchaser elects not to have Seller manage and dispose of the REO
Property and has notified Seller of such decision within five (5) Business Days of receiving a
notice from Seller that a foreclosure
sale of a Mortgaged Property has occurred or that a deed-in-lieu of foreclosure has been obtained,
Seller shall manage and dispose of the REO Property.



     If Purchaser elects to have Seller manage and dispose of the REO Property, and the parties
agree with respect to management and disposition of an REO Property and the fee therefor, Seller
shall either itself, or through an agent selected by Seller, manage and dispose of the REO Property
in the same manner that it manages and disposes of other foreclosed property for its own account.
If, Purchaser does not timely notify Seller as provided above that it elects to have Seller manage
and dispose of the REO Property, or does not agree with Seller with respect to management and
disposition of the REO Property and the fee therefor, Purchaser shall be deemed to have elected
itself to manage and dispose of the REO Property, and Seller shall not thereafter have any
liability to Purchaser, or to any other Person, for or on account of the REO Property, including
without limitation any liability for the management and disposition of the REO Property.
Purchaser, however, shall promptly reimburse Seller for all costs and expenses incurred by Seller
with respect to the REO Property and the related Mortgage Loan, including without limitation any
unreimbursed Servicing Advances, unpaid Servicing Fees, unreimbursed advances made pursuant to
Section 11.17 and reasonable attorney’s fees. Once a REO Property is transferred to Purchaser,
Purchaser shall have no right to transfer it back to Seller.



     If Purchaser and Seller have agreed that Seller shall manage and dispose of the REO Property,
prior to any disposition of REO Property, Seller shall provide notice to Purchaser of such proposed
disposition, requesting its consent thereto. If Purchaser has not expressly denied its



39









 




consent by
written notice to Seller within five (5) Business Days of the request therefor, Purchaser shall be
deemed to have consented to such disposition of REO Property. Upon the request of Purchaser, Seller
shall furnish Purchaser a statement describing Seller’s efforts in connection with the sale of such
REO Property.




     Seller shall cause to be deposited on a daily basis in the Custodial Account all revenues
received by it with respect to the REO Property and shall withdraw therefrom funds, as needed, to
pay any and all expenses relative to the REO Property, including but not limited to those necessary
for the proper operation, maintenance, repair, management, care, conservation, and protection of
the REO Property by it pursuant to this Section 11.13, including the cost of maintaining any hazard
or flood insurance pursuant to Section 11.10 hereof and the fees of any managing agent acting on
behalf of Seller. Any single disbursement in excess of $10,000 shall be made only with the
approval of Purchaser, provided, however, Seller may pay property taxes and insurance premiums
without obtaining Purchaser’s approval. Seller shall make distributions as required on each
Remittance Date to Purchaser of the net cash flow from the REO Property (which shall equal the
revenues from such REO Property net of the expenses described above and of any reserves reasonably
required from time to time to be maintained to satisfy anticipated liabilities for such expenses).



     The net proceeds of sale by Seller of a REO Property shall be promptly deposited in the
Custodial Account and, as soon as practical thereafter; (i) the expenses of such sale
shall be paid, including without limitation any commissions and the cost of any collateral
assessment reports performed pursuant to this Section; (ii) Seller shall reimburse itself for any
related unpaid expenses as described above, management fees, maintenance expenses or costs,
unreimbursed Servicing Advances, unpaid Servicing Fees, and unreimbursed advances made pursuant to
Section 11.17; and (iii) the net cash proceeds of such sale remaining in the Custodial Account
shall be distributed to Purchaser on the next Remittance Date.



     Section 11.14. Servicing Compensation.



     As compensation for its services hereunder, Seller shall be entitled to retain the Servicing
Fee from interest payments on the Mortgage Loans. Additional servicing compensation in the form of
assumption fees, late payment charges, fees payable in connection with the conversion of any
Mortgage Loan which is a Convertible Mortgage Loan, fees for non-sufficient funds, prepayment
penalties or premiums, and other ancillary income shall be retained by Seller to the extent not
required to be deposited in the Custodial Account. Seller shall be required to pay all expenses
incurred by it in connection with its servicing activities hereunder and shall not be entitled to
reimbursement therefor except as specifically provided for herein.



     Section 11.15. Distributions.



     On each Remittance Date Seller shall remit by wire transfer of immediately available funds to
the account designated in writing by Purchaser of record on the preceding Record Date the sum of
(a) all amounts deposited in the Custodial Account as of that Record Date, plus (b) all amounts, if
any, which Seller is obligated to distribute pursuant to Section 11.17, minus (c) all amounts that
may be withdrawn from the Custodial Account pursuant to Section 11.05 (b) through (i), minus (d)
any amounts attributable to Monthly Payments collected but due on a Due Date or Due Dates
subsequent to the first day of the month of the Remittance Date.



40









 





     With respect to any remittance received by Purchaser after the Business Day on which such
payment was due, Seller shall pay to Purchaser interest on any such late payment at the daily
federal funds rate. Such interest shall be paid by Seller to Purchaser on the date such late
payment is made and shall cover the period commencing with the Business Day on which such payment
was due and up to but excluding the Business Day on which such payment is made. The payment by
Seller of any such interest shall not be deemed an extension of time for payment or a waiver of any
Event of Default by Seller.



     Section 11.16. Statements to Purchaser.



     On or before each Determination Date, Seller shall forward to Purchaser a statement setting
forth (a) the amount of the distribution to be made on such Remittance Date which is allocable to
principal and allocable to interest; (b) the amount of servicing compensation received by Seller
during the prior calendar month; and (c) the aggregate Stated Principal Balance of the Mortgage
Loans as of the last day of the preceding month.
Such statement shall also include information regarding delinquencies on Mortgage Loans, indicating
the number and aggregate principal amount of Mortgage Loans which are either one (1), two (2) or
three (3) or more month’s delinquent. Upon written request of Purchaser, Seller shall deliver
remittance information on a loan-by-loan basis that is of the type typically maintained by Seller’s
computerized servicing system. Upon request, Seller shall provide Purchaser with a liquidation
report with respect to each Mortgaged Property sold in a foreclosure sale as of the related Record
Date and not previously reported.



     Seller shall prepare and distribute to each Mortgagor forms required by applicable law
relating to interest paid by the Mortgagor on the Mortgage Loans and, to the extent that monies are
paid to the Mortgagor in respect of escrow accounts, forms relating to interest paid to the
Mortgagor. Seller shall provide Purchaser with such information as Purchaser may reasonably
request from time to time concerning the Mortgage Loans as is necessary for Purchaser to prepare
federal income tax returns.



     Section 11.17. Advances by Seller.



     On the Business Day immediately preceding each Remittance Date, Seller shall either (a)
deposit in the Custodial Account from its own funds an amount equal to the aggregate amount of all
Monthly Payments (with interest adjusted to the Mortgage Loan Remittance Rate) which were due on
the Mortgage Loans during the applicable Due Period, and which were delinquent on the close of
business on the immediately preceding Determination Date (each such advance, a “P&I Advance”), (b)
cause to be made an appropriate entry in the records of the Custodial Account that amounts held for
future distribution have been, as permitted by this Section 11.17, used by Seller in discharge of
any such P&I Advance or (c) make P&I Advances in the form of any combination of (a) or (b)
aggregating the total amount of advances to be made. Any amounts held for future distribution and
so used shall be replaced by Seller by deposit in the Custodial Account on or before any future
Remittance Date if funds in the Custodial Account on such Remittance Date shall be less than
payments to Purchaser required to be made on such Remittance Date. Seller’s obligation to make P&I
Advances as to any Mortgage Loan will continue through the latter to occur of (a) the last Monthly
Payment due prior to the payment in full of a Mortgage Loan, or (b) the last Remittance Date
following the ultimate liquidation of the



41









 




Mortgage Loan and related REO Property and the
distribution of all other payments or recoveries (including proceeds under any title, hazard or
other insurance policy, or condemnation awards) with respect to a Mortgage Loan; provided, however,
that such obligation shall cease if Seller, in its good faith judgment, determines that P&I
Advances would not be recoverable pursuant to Section 11.05(d). The determination by Seller that an
advance, if made, would be nonrecoverable, shall be evidenced by an Officer’s Certificate of Seller
delivered to Purchaser and detailing the reasons for such determination.




     Section 11.18. Assumption Agreements.



     Seller will use its best efforts to enforce any “due-on-sale” provision contained in any
Mortgage or Mortgage Note, provided that Seller shall permit such assumption if so required in
accordance with the terms of the Mortgage or the Mortgage Note. When the Mortgaged Property has
been conveyed prior to payment in full of the Mortgage Loan, Seller will, to the extent it has
knowledge of such conveyance, exercise its rights to accelerate the maturity of such Mortgage Loan
under the “due-on-sale” clause applicable thereto; provided, however, Seller will not exercise such
rights if prohibited by law from doing so or if the exercise of such rights would impair or
threaten to impair any recovery under the related Primary Mortgage Insurance Policy, if any. In
connection with any such assumption, without the prior consent of Purchaser, Seller shall not
change the outstanding principal amount of the Mortgage Loan, the Monthly Payment and the Mortgage
Interest Rate of the related Mortgage Note, nor increase or decrease the term of the Mortgage Loan.
If an assumption is allowed pursuant to this Section 11.18, Seller, with the prior consent of the
issuer of the Primary Mortgage Insurance Policy, if any, is authorized to enter into a substitution
of liability agreement with the purchaser of the Mortgaged Property pursuant to which the original
Mortgagor is released from liability and the purchaser of the Mortgaged Property is substituted as
Mortgagor and becomes liable under the Mortgage Note.



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



     Section 11.19. Satisfaction of Mortgages and Release of Mortgage Loan Documents.



     Upon the payment in full of any Mortgage Loan, or the receipt by Seller of a notification that
payment in full will be escrowed in a manner customary for such purposes, Seller will obtain the
portion of the Mortgage Loan Documents that is in the possession of Purchaser or its designee,
prepare and process any required satisfaction or release of the Mortgage and notify Purchaser or
its designee in accordance with the provisions of this Agreement. Purchaser agrees to deliver or
cause to be delivered to Seller the Mortgage Loan Documents for any such Mortgage Loan not later
than three (3) Business Days following its receipt of a notice from Seller that such a payment in
full has been received or that a notification has been received that such a payment in full shall
be made. The Mortgage Note shall be held by Seller for the purpose of canceling such Mortgage Note
and delivering the canceled Mortgage Note to the Mortgagor in a timely manner as and to the extent
provided under applicable state law.



42









 





     If Seller grants a satisfaction or release of a Mortgage without having obtained payment in
full of the indebtedness secured by the Mortgage and should Seller otherwise prejudice any right
Purchaser may have under the mortgage instruments, Seller shall
remit to Purchaser the Stated Principal Balance of the related Mortgage Loan by deposit thereof in
the Custodial Account. The Fidelity Bond shall insure Seller against any loss it may sustain with
respect to any Mortgage Loan not satisfied in accordance with the procedures set forth herein.



     Section 11.20. Annual Statement of Compliance.



     On or before March 1st of each year, Seller shall deliver to Purchaser an officer’s
certificate (each, an “Annual Statement of Compliance”) stating that (i) a review of the activities
of Seller during the preceding calendar year and of performance under this Agreement has been made
under such officers’ supervision and (ii) to the best of such officers’ knowledge, based on such
review, Seller has fulfilled all of its obligations under this Agreement throughout such year, or,
if there has been a default in the fulfillment of any such obligation, specifying each such default
known to such officer and the nature and status thereof, provided however, that a Servicing
Compliance Statement delivered pursuant to Section 11A.04 shall be deemed to comply with this
Section 11.20.



     Section 11.21. Annual Independent Public Accountants’ Servicing Report.



     On or before March 1st of each year, Seller at its expense shall cause a firm of
independent public accountants which is a member of the American Institute of Certified Public
Accountants to furnish to Purchaser a statement for the calendar year just ended to the effect that
such firm has, with respect to Seller’s overall servicing operations, examined such operations in
accordance with the requirements of the Uniform Single Attestation Program for Mortgage Bankers,
stating such firm’s conclusions relating thereto, provided however, that a Report on Assessment of
Compliance and Attestation delivered pursuant to Section 11A.05 shall be deemed to comply with this
Section 11.21.



     Section 11.22. Seller Shall Provide Access and Information as Reasonably Required.



     Seller shall provide to Purchaser, and for any Purchaser insured by FDIC, the supervisory
agents and examiners of FDIC and the applicable financial institution regulator, access to any
documentation regarding the Mortgage Loans which may be required by applicable regulations;
provided, however, that any such access shall be (i) upon reasonable advance notice to Seller, (ii)
at Purchaser’s expense, (iii) during Seller’s normal business hours, and (iv) in a manner which
conforms to Seller’s security and confidentiality policies and does not unreasonably interfere with
Seller’s business.



     Section 11.23. Notification of Adjustments.




     On each Adjustment Date, Seller shall make interest rate adjustments for each Adjustable Rate
Mortgage Loan in compliance with the requirements of the related Mortgage and Mortgage Note.
Seller shall execute and deliver the notices required by each Mortgage and Mortgage Note regarding
interest rate adjustments. Seller also shall
provide timely notification to Purchaser of all applicable data and information regarding such
interest rate.



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     Section 11.24 Whole Loan Transfers or Securitization Transactions.



     Seller and Purchaser agree that with respect to the Mortgage Loans in each Mortgage Loan
Package, Purchaser may effect one or more Whole Loan Transfers and one or more Securitization
Transactions (each, a “Reconstitution”); provided, however, that if the number of Reconstitutions
from a single Mortgage Loan Package exceeds two, Purchaser will pay to Seller a fee in the amount
of $5,000 (the “Reconstitution Fee”) for the third and each subsequent Reconstitution that
includes one or more Mortgage Loans from the same Mortgage Loan Package.



     With respect to each Reconstitution, Purchaser shall give Seller a written notice of such
Reconstitution setting forth: (i) Seller’s applicable Mortgage Loan identifying number for each
Mortgage Loan affected by the Reconstitution; (ii) the aggregate scheduled transfer balance of such
Mortgage Loans; and (iii) the full name, address and wiring instructions of the Transferee and the
name and telephone number of an the authorized individual representative for such Transferee, to
whom Seller should (A) send remittances; (B) send any notices required by or provided for in this
Agreement; and (C) deliver any legal documents relating to the Mortgage Loans (including but not
limited to, contents of any Mortgage File obtained after the effective date of any assignment).



     With respect to each Reconstitution, Purchaser shall pay Seller the Reconstitution Fee;
reimburse Seller for any and all expenses, costs and fees incurred by Seller in response to
requests for information and assistance under this Section 11.24 and Section 11A; and shall execute
and deliver to Seller an Assignment, Assumption and Recognition Agreement substantially in the form
of Exhibit 5 for Whole Loan Transfers or substantially in the form of Exhibit 6 hereto, together
with an Indemnification Agreement substantially in the form of Exhibit 7 for Securitization
Transactions; provided, however, that, with respect to this Agreement or any Mortgage Loan subject
of a Reconstitution, Seller shall be under no obligation to deal with any Person as Purchaser,
other than the undersigned, unless a duly executed Assignment, Assumption and Recognition Agreement
substantially in the form of Exhibit 5 or Exhibit 6 hereto, or in a form satisfactory to Seller as
described in (b) below, together with the Reconstitution Fee therefor, has been delivered to
Seller.



     Purchaser shall not assign any of the rights or benefits with respect to any of the Mortgage
Loans or this Agreement separate from Purchaser’s obligations under this Agreement, unless Seller
shall have first received from a Purchaser-affiliated indemnifier acceptable to Seller, which has
financial strength satisfactory to Seller, a written indemnification satisfactory to Seller,
indemnifying Seller for timely performance of Purchaser’s obligations under this Agreement.



     With respect to each Reconstitution, Seller agrees provided that any Reconstitution Fee due
has been paid:



     (a) to cooperate with the reasonable requests of Purchaser and a Transferee;



     (b) to execute agreements reasonably required to be executed by Seller in connection with such
Securitization Transaction or Whole Loan Transfer (including, an assignment assumption and
recognition agreement substantially in the form of Exhibit 5 for Whole Loan



44









 




Transfers or
substantially in the form of Exhibit 6, together with an Indemnification Agreement substantially in
the form of Exhibit 7 for Securitization Transactions), provided that any such agreements be
consistent with the terms hereof and impose no greater duties, liabilities or obligations upon
Seller than those set forth herein and provided that Seller is given an opportunity to review and
reasonably negotiate in good faith the content of such documents not specifically referenced or
provided for herein, and provided further the form of any Reconstitution Agreement or
indemnification agreement (other than agreements substantially in the form of Exhibits 5, 6, and 7
hereto) to be entered into by Purchaser and Seller, if any, with respect to Reconstitutions shall
be satisfactory in form and substance to Seller (giving due regard to any rating agency
requirements), and no such Reconstitution Agreement or Reconstitution Agreements shall change or
modify, by amendment, incorporation or otherwise, the representations and warranties, servicing
provisions, and indemnity and liability obligations set forth in this Agreement, unless agreed to
by Seller;




     (c) With respect to a Reconstitution in connection with a Securities Transaction, to bring
down the representations and warranties of Sections 6.01 to the date of closing of the
Securitization Transaction of the Mortgage Loan, only provided that the date of closing of that
Securitization Transaction of the Mortgage Loan occurs on or before the last Business Day of the
calendar month following the calendar month of the related Closing Date of the Mortgage Loan, and
to execute an appropriate Bring Down Letter not inconsistent with the terms and conditions hereof,
substantially in the form of Exhibit 8 hereto. No other document need be prepared indicating that
Seller is making such representations and warranties as to the applicable Mortgage Loans as of such
date;



     (d) to deliver to Purchaser or Purchaser’s Agent for inclusion in a prospectus or other
offering material in connection with a Securitization Transaction of Mortgage Loans the information
required to be provided pursuant to Section 11A below; provided that any and all expenses in
connection with providing such information, including the costs of any comfort letters, shall be
paid by Purchaser;



     (e) to arrange for delivery to Purchaser and to any Person designated by Purchaser, at
Purchaser’s expense, such comfort letters of reputable, certified public accountants pertaining to
information provided by Seller pursuant to clause (d) above as shall be reasonably requested by
Purchaser; and



     It is expressly understood that, in any Reconstitution Agreement or other Reconstitution
document (other than agreements substantially in the form of Exhibits 5, 6, and 7 hereto), whether
or not incorporated into an Assignment, Assumption and Recognition Agreement, Seller is not
required without its consent to:




	 	(a)	 	enter into a servicing agreement other than this Agreement, or service the
Mortgage Loans according to servicing guidelines other than the Servicing Guidelines
as defined herein;
	 
	 	(b)	 	increase its liability, servicing obligations or procedures without its
consent and adequate additional compensation therefor;
	 
	 	(c)	 	decrease its fees or other income from servicing;





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	 	(d)	 	make any Rule 10b–5 type of representations, warranties, or indemnities,
except (i) to Purchaser and its underwriter and only for information provided by
Seller, in the complete form provided by Seller, for inclusion in a prospectus or
prospectus supplement in connection with a Securitization Transaction involving
Mortgage Loans, and only provided that Seller receive, in turn, from a Purchaser
affiliated indemnifier acceptable to Seller, which has financial strength satisfactory
to Seller, and in a writing in the form of Exhibit 7 hereto, cross-indemnities for any
losses or damages as a result of all other information in such prospectus or
prospectus supplement; or (ii) to Purchaser or Purchaser’s Agent in an annual
certification in the form of Exhibit 11 hereto;
	 
	 	(e)	 	bring down any representations and warranties set forth in Sections 6.01 of
this Agreement beyond the time allowed for such bringdown as stated in this Section
11.24 above; or
	 
	 	(f)	 	increase any reporting obligations to assess compliance with the terms of
this Agreement.





     Section 11.25 Compliance With REMIC Provisions.



          If Seller has received written notice from Purchaser or Purchaser’s Agent that a REMIC
election has been made with respect to the arrangement under which any Mortgage Loans and REO
Property are held, Seller shall not take any action, or omit to take any action, that, under the
REMIC Provisions, if taken or not taken, as the case may be, would (i) cause the termination of the
status of the REMIC as a REMIC, (ii) result in the imposition of a tax upon the REMIC (including
but not limited to the tax on “prohibited transactions” as defined in Section 860F(a)(2) of the
Code and the tax on “contributions” to a REMIC set forth in Section 860G(d) of the Code), or (iii)
cause any REO Property to fail to qualify as “foreclosure property” within the meaning of Section
860G(a)(8) of the Code or result in the receipt by the REMIC of any “income from non-permitted
assets” within the meaning of Section 860F(a)(2)(B) of the Code or any “net income from foreclosure
property” which is subject to taxation under Section 860G(a)(1) of the Code, unless either (A)
Seller has received an opinion of counsel (at the expense of the party seeking to take such action)
to the effect that the contemplated action will not endanger such REMIC status or result in the
imposition of any such tax, or (B) Purchaser
or its assignee has directed or requested the contemplated action after being advised by
Seller that such action might compromise the REMIC, in which case Seller shall not be responsible
for obtaining such opinion of counsel.




     If Seller has received written notice from Purchaser or Purchaser’s Agent that a REMIC
election has been made with respect to the arrangement under which REO Property is held, Seller
shall use good faith efforts to dispose of such REO Property within three years or such other
period as may be permitted under Section 860G(a)(8) of the Code. Notwithstanding any other
provision of this Agreement, Seller shall have no liability under this Agreement for not selling
any REO Property within such three year period if, after Seller has made a good faith effort to
dispose of the REO Property, the REO Property is unsalable for any reason, or if Purchaser
withholds its consent to the disposition thereof. Seller shall in no event be obligated to
purchase the REO Property.



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Section 11.26 Fair Credit Reporting Act.




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



     SECTION 11A. Compliance with Regulation AB.



     Section 11A.01. Regulation AB Matters.



     In order to facilitate a Securitization Transaction, Seller agrees pursuant to the provisions
of this Agreement to provide Purchaser, its designees, affiliates, successors and assigns with such
information as is necessary to comply with Regulation AB. Purchaser shall not exercise its right
to request delivery of information or other performance under these provisions other than in good
faith, or for purposes other than compliance with the Securities Act, the Exchange Act and the
rules and regulations of the Commission thereunder. Purchaser (including any of its assignees or
designees) shall cooperate with Seller to afford Seller timely notice of parties and calculations
of requisite threshold percentages involved in a Securitization Transaction; to afford Seller
reasonable lead time to provide the information necessary for compliance with Regulation AB; to
minimize where possible the burden of Seller, and by reasonably limiting requests to information
required, in Purchaser’s reasonable judgment, to comply with Regulation AB.



     Section 11A.02. Additional Representations and Warranties of Seller.



     (a) Seller hereby represents and warrants to Purchaser, any Master Servicer and to any
Depositor, as of the date on which information is first provided to Purchaser, any Master Servicer
or any Depositor under Section 11A.03 that, except as disclosed in writing to Purchaser, such
Master Servicer or such Depositor prior to such date:




(i) Seller is not aware and has not received notice that any default, early amortization or
other performance triggering event has occurred as to any other securitization;




(ii) Seller has not been terminated as servicer in a residential mortgage loan
securitization, either due to a servicing default or to application of a servicing
performance test or trigger;




(iii) no material noncompliance with the applicable Serving Criteria with respect to other
securitizations of residential mortgage loans involving Seller as servicer has been
disclosed or reported by Seller;




(iv) no material changes to Seller’s policies or procedures with respect to the servicing
function it will perform under the Agreement and any applicable Reconstitution Agreement
related thereto for mortgage loans of a type similar to the Mortgage Loans have occurred
during the three-year period immediately preceding the related Securitization Transaction;



47









 






(v) there are no aspects of Seller’s financial condition that are expected to have a
material adverse effect on the performance by Seller of its servicing obligations under the
Agreement or any applicable Reconstitution Agreement related thereto;




(vi) there are no legal proceedings pending (or known to be contemplated by governmental
authorities) against Seller, any Subservicer or any Third-Party Originator that are
material to security holders; and




(vii) there are no affiliations, relationships or transactions relating to Seller, any
Subservicer or any Third-Party Originator with respect to any Securitization Transaction
and any party thereto identified by the related Depositor of a type described in Item 1119
of Regulation AB.



     (b) If so requested by Purchaser, any Master Servicer or any Depositor on any date following
the date on which information is first provided to Purchaser, any Master Servicer or any Depositor
under Section 11A.03, Seller shall, within five Business Days following such request, confirm in
writing the accuracy of the representations and warranties set forth above or, if any such
representation and warranty is not accurate as of the date of such request, provide reasonably
adequate disclosure of the pertinent facts, in writing, to the requesting party.



     Section 11A.03. Information to Be Provided by Seller.



     In connection with any Securitization Transaction occurring on or after January 1, 2006, and
provided Seller receives written request from Purchaser, identifying the
Mortgage Loans in the Securitization Transaction, notifying Seller that the Mortgage Loans meet the
threshold percentages of Regulation AB, and stating those percentages, Seller shall (i) within five
Business Days following request by Purchaser or any Depositor, provide to Purchaser or such
Depositor (or, as applicable, cause each Third-Party Originator and each Subservicer to provide),
in writing, the information and materials specified in paragraphs (a), (b), (c), (f), and (g) of
this Section 11A.03, and as promptly as practicable following notice to or discovery by Seller,
provide to Purchaser and any Depositor (as required by Regulation AB) the information specified in
paragraph (d) of this Section 11A.03.



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



          (A) the originator’s form or organization;





     (B) a description of the originator’s origination program and how long the originator
has been engaged in originating residential mortgage loans, which description shall include
a discussion of the originator’s experience in originating mortgage loans of a similar type
as the Mortgage Loans; information regarding the size and composition of



48









 







the originator’s
portfolio; and information that may be material to an analysis of the performance of the
Mortgage Loans, including the originators’ credit-granting or underwriting criteria for
mortgage loans of similar type(s) as the Mortgage Loans and such other information as
Purchaser or any Depositor may reasonably request for the purpose of compliance with Item
1110(b)(2) of Regulation AB;




     (C) a brief description of any legal proceedings pending (or known to be contemplated
by governmental authorities) against Seller, each Third-Party Originator and each
Subservicer that are material to security holders; and




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


(1) any Servicer;

(2) any trustee;

(3) any originator;

(4) any significant obligor;

(5) any enhancement or support provider; and

(6) any other material transaction party.




     (b) If so requested by Purchaser or any Depositor, and necessary for compliance with
Regulation AB, Seller shall provide (or, as applicable, cause each Third-Party Originator to
provide) Static Pool Information with respect to Mortgage Loans originated by Seller if Seller is
an originator of Mortgage Loans (including as an acquirer of Mortgage Loans from a Qualified
Correspondent), and/or each Third-Party Originator. Such Static Pool Information shall be prepared
by Seller (or Third-Party Originator) on the basis of its reasonable, good faith interpretation of
the requirements of Item 1105(a)(1)-(3) of Regulation AB. The content of such Static Pool
Information may be in the form customarily provided by Seller, and need not be customized for
Purchaser or any Depositor. Such Static Pool Information for each vintage origination year or
prior securitized pool, as applicable, shall be presented in increments no less frequently than
quarterly over the life of the mortgage loans included in the vintage origination year or prior
securitized pool. The most recent periodic increment must be as of a date no later than 135 days
prior to the date of the prospectus or other offering document in which the Static Pool Information
is to be included or incorporated by reference. The Static Pool Information shall be provided in
an electronic format that provides a permanent record of the information provided, such as a
portable document format (pdf) file, or other such electronic format agreeable to Seller and
Purchaser. Promptly following notice or discovery of a material error in the information provided
pursuant to this subsection (b) (including an omission to include therein information required to
be provided pursuant thereto), Seller shall provide corrected information to Purchaser or any
Depositor in the same format in which the information was previously provided to such party by the
Seller.



     If so requested by Purchaser or any Depositor, Seller shall provide (or, as applicable, cause
each Third-Party Originator to provide), at the expense of the requesting party (to the extent of
any additional incremental expense associated with delivery pursuant to the



49









 




Agreement), such
comfort letter statements and agreed-upon procedures of certified public accountants therefor
reasonably relating to prior securitized pools for securitizations closed on or after January 1,
2006 or, in the case of Static Pool Information with respect to Seller’s or Third-Party
Originator’s originations or purchases, to calendar months commencing January 1, 2006, as Purchaser
or Depositor shall reasonably request. Such statements and letters shall be addressed to and be
for the benefit of such parties as Purchaser or such Depositor shall designate, which may include,
by way of example, any sponsor, any Depositor and any broker dealer acting as underwriter,
placement agent or initial purchaser with respect to a Securitization Transaction, and subject to
such conditions as may be imposed by the certified public accountants therefor. Any such statement
or letter may take the form of a standard, generally applicable document accompanied by a reliance
letter authorizing reliance by the addressees designated by Purchaser or such Depositor.




     (c) If so requested by Purchaser or any Depositor and necessary for compliance with Regulation
AB, Seller shall provide such information regarding Seller, as servicer of the Mortgage Loans, and
each Subservicer, if any, of the Mortgage Loans
(each of Seller and each Subservicer, for purposes of this paragraph, a “Servicer”), as is
necessary for compliance with Items 1108, 1117 and 1119 of Regulation AB. Such information shall
include:



     A) the Servicer’s form of organization:




(B) a description of how long the Servicer has been servicing residential mortgage
loans; a general discussion of the Servicer’s experience in servicing assets of any type as
well as a more detailed discussion of the Servicer’s experience in, and procedures for, the
servicing function it will perform under this Agreement and any applicable Reconstitution
Agreements related thereto; information regarding the size, composition and growth of the
Servicer’s portfolio of residential mortgage loans of a type similar to the Mortgage Loans
and information on factors related to the Servicer that may be material to any analysis of
the servicing of the Mortgage Loans or the related asset-backed securities, as applicable:




     (1) whether any prior securitizations of mortgage loans of a type similar to
the Mortgage Loans involving the Servicer have defaulted or experienced an early
amortization or other performance triggering event because of servicing during the
three-year period immediately preceding the related Securitization Transaction;




     (2) the extent of outsourcing the Servicer utilizes;




     (3) whether there has been previous disclosure of material noncompliance with
the applicable Servicing Criteria with respect to other securitizations of
residential mortgage loans involving the Servicer as a servicer during the
three-year period immediately preceding the related Securitization Transaction;




     (4) whether the Servicer has been terminated as servicer in a residential
mortgage loan securitization, either due to a servicing default or to application
of a servicing performance test or trigger; and



50









 






     (5) such other information as Purchaser or any Depositor may reasonably
request for the purpose of compliance with Item 1108(b)(2) of Regulation AB.




(C) a description of any material changes during the three-year period immediately
preceding the related Securitization Transaction to the Servicer’s policies or procedures
with respect to the servicing function it will perform under the Agreement and any
applicable Reconstitution Agreements related thereto for mortgage loans of a type similar
to the Mortgage Loans/




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




(E) information regarding advances made by the Servicer on the Mortgage Loans and the
Servicer’s overall servicing portfolio of residential mortgage loans for the three-year
period immediately preceding the related Securitization Transaction, which may be limited
to a statement by an authorized officer of the Servicer to the effect that the Servicer has
made all advances required to be made on residential mortgage loans serviced by it during
such period, or, if such statement would not be accurate, information regarding the
percentage and type of advances not made as required, and the reasons for such failure to
advance;




(F) a description of the Servicer’s processes and procedures designed to address any
special or unique factors involved in servicing loans of a similar type as the Mortgage
Loans;




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




(H) information as to how the Servicer defines or determines delinquencies and
charge-offs, including the effect of any grace period, re-aging, restructuring, partial
payments considered current or other practices with respect to delinquency and loss
experience;




(I) a brief description of any legal proceedings pending (or known to be contemplated
by governmental authorities) against the Servicer that are material to security holders;
and




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



51









 




(1) any servicer;

(2) any trustee;

(3) any originator;

(4) any significant obligor;

(5) any enhancement or support provider; and

(6) any other material transaction party.




     (d) If so requested by Purchaser or any Depositor and necessary for compliance with Regulation
AB for the purpose of satisfying reporting obligations under the Exchange Act with respect to any
class of asset-backed securities, Seller shall (or shall cause each Subservicer and Third-Party
Originator to):



     (i) promptly notify Purchaser and Purchaser’s Agent in writing of




	 	(A)	 	any legal proceedings pending (or known to be contemplated by
governmental authorities) against Seller, any Subservicer or any Third-Party
Originator, which are material to security holders,
	 
	 	(B)	 	with respect to such Securitization Transaction, any affiliate
relationships necessary to be disclosed by Item 1119 of Regulation AB that develop
following the closing date of a Securitization Transaction between Seller, any
Subservicer or any Third-Party Originator, and any of the parties specified in
clause (D) of paragraph (a) of this Section;
	 
	 	(C)	 	any Event of Default under the terms of this Agreement or any
applicable Reconstitution Agreement related thereto;
	 
	 	(D)	 	any merger, consolidation or sale of substantially all of the assets
of Seller; and
	 
	 	(E)	 	Seller’s entry into an agreement with a Subservicer to perform or
assist in the performance of any of Seller’s obligations under this Agreement or
any applicable Reconstitution Agreement related thereto with respect to the
Mortgage Loans; and





     (ii) provide to Purchaser and any Depositor a description of such proceedings, affiliations or
relationships.



     (e) As a condition to the succession to Seller or any Subservicer as seller or subservicer
under this Agreement or any applicable Reconstitution Agreement related thereto by any Person (i)
into which Seller or any Subservicer is merged or consolidated or (ii) which may be appointed as a
successor to Seller or any Subservicer, Seller shall provide to Purchaser and Purchaser’s Agent, at
least 15 days prior to the effective date of such succession or appointment (x) written notice of
such succession or appointment, and (y), within ten (10 days of receipt of a written request of
Purchaser or any Depositor all information reasonably requested in order to comply with the
reporting obligation of Purchaser or its designee under Item 6.02 of Form 8-K.



     (f) Not later than ten days prior to the deadline for the filing of any distribution report on
Form 10-D in respect to any Securitization Transaction that includes any of the Mortgage



52









 







Loans
serviced by Seller or any Subservicer, as part of its regular monthly report to Purchaser or its
designee, Servicer shall, to the extent Seller or such Subservicer has knowledge, provide to the
party responsible for filing such report
(including, if applicable, the Master Servicer) notice of the occurrence of any of the
following , together with such information and data related thereto as may be required to be
included in such report (as specified in the provisions of Regulation AB referenced below):




	 	(i)	 	any material modifications, extensions or waivers of the terms, fees,
penalties or payments of the Mortgage Loans during the distribution period, or that
have cumulatively become material over time (Item 1121(a) (11) of Regulation AB);
	 
	 	(ii)	 	material breaches of Mortgage Loan representations and warranties or covenants
(Item 1121(a)(12) of Regulation AB); and
	 
	 	(iii)	 	information regarding new asset backed securities issuances backed by the
same Mortgage Loans, any Mortgage Loan changes (such as additions, substitutions, or
repurchases), and any material changes in origination, underwriting or other criteria
for acquisitions or selection of the Mortgage Loans (Item 1121(a)(14) of Regulation
AB).





     (g) Upon request of Purchaser or Purchaser’s Agent, Seller shall provide to Purchaser and
Purchaser’s Agent, such other information related to Seller or any Subservicer or Seller or such
Subservicer’s performance hereunder as may be necessary for compliance with Regulation AB.



     Section 11A.04. Servicer Compliance Statement .



     On or before March 1st of each calendar year, commencing in 2007, Seller shall deliver to the
Purchaser or Purchaser’s Agent a statement of compliance addressed to Purchaser, any Master
Servicer and any Depositor and signed by an authorized officer of Seller, to the effect that (i) a
review of Seller’s activities during the immediately preceding calendar year (or applicable portion
thereof) and of its performance under this Agreement and any applicable Reconstitution Agreement
related thereto during such period has been made under such officer’s supervision, and (ii) to the
best of such officer’s knowledge, based on such review, Seller has fulfilled all of its obligations
under this Agreement and any applicable Reconstitution Agreement related thereto in all material
respects throughout such calendar year (or applicable portion thereof) or, if there has been a
failure to fulfill any such obligation in any material respect, specifically identifying each such
failure known to such officer and the nature and the status thereof.



     Section 11A.05. Report on Assessment of Compliance and Attestation.



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



          (i) deliver to Purchaser and Purchaser’s Agent a report regarding Seller’s assessment of
compliance with the Servicing Criteria specified on Exhibit 9
hereto during the immediately preceding calendar year, as required under Rules 13a-18 and 15d-18 of
the Exchange Act and Item 1122 of Regulation AB, in the form annexed hereto as Exhibit 10. Such




53









 




report shall be addressed to Purchaser, any Master Servicer, and any Depositor and signed by an
authorized officer of Seller, and shall address each of the applicable Servicing Criteria specified
on Exhibit 9 hereto;




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




          (iii) cause each Subservicer, and each Subcontractor determined by Seller to be “participating
in the servicing function” within the meaning of Item 1122 of Regulation AB, to deliver to
Purchaser or Purchaser’s Agent an assessment of compliance and accountants’ attestation as and when
provided in paragraphs (a) and (b) of this Section;




          (iv) for so long as any of the Mortgage Loans are being serviced by Seller as part of a
Securitization Transaction and if requested by Purchaser or any Depositor not later than February 1
of the calendar year in which such certification is to be delivered (except that no request is
required in the first year after the date of the Securitization), deliver, and cause each
Subservicer and Subcontractor described in clause (iii)above to deliver, to Purchaser, Purchaser’s
Agent and any other Person who will be responsible for signing the certification (a “Sarbanes
Certification”) required by Rules 13a-14(d) and 15d-14(d) under the Exchange Act (pursuant to
Section 302 of the Sarbanes-Oxley Act of 2002) on behalf of an asset-backed issuer with respect to
a Securitization Transaction, signed by the appropriate officer of the Seller, a certification in
the form attached as Exhibit 11.




     Seller acknowledges that the parties identified in clause (a)(iv) above may rely on the
certification provided by Seller pursuant to such clause in signing a Sarbanes Certification filing
such with the Commission. Neither the Purchaser nor any Depositor will request delivery of a
certification under clause (a)(iv) above unless a Depositor is required under the Exchange Act to
file an annual report on Form 10-K with respect to an issuing entity whose asset pool includes
Mortgage Loans.



     (b) Each assessment of compliance provided by a Subservicer pursuant to Section
11A.05 (a)(i) shall address each of the applicable Servicing Criteria specified on
Exhibit 9 hereto delivered to Purchaser concurrently with the execution of this Agreement or, in
the case of a Subservicer subsequently appointed as such, on or prior to the date of such
appointment. An assessment of compliance provided by a Subcontractor pursuant to Section
11A.05 (a)(iii) need not address any elements of the Servicing Criteria other than those
specified by Seller pursuant to Section 11A.06(b). For purposes of clarification, the
following terms used in Exhibit 9 shall have the following means for the purposes of the assessment
of compliance:




	 	(i)	 	Regarding 1122(d)(2)(iii), “related accounts” means one or more custodial
accounts maintained pursuant to the agreement or agreements to which Servicer is a
party; and “transaction agreements” means the agreement or agreements to which
Servicer is a party;





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	 	(ii)	 	Regarding 1122(d)(3)(i) through (iv), “Reports to investors”; “investor
reports” and “reports” each mean, where used, reports Servicer delivers to Purchaser
or its agent, such as a master servicer;
“investor” and “investors” each mean, where used, Purchaser or Purchaser’s agent;

“transaction agreements” means, where used, agreements to which Servicer is a
party.
	 
	 	(iii)	 	Regarding 1122(d)(3)(i) (C) and (D), Servicer has no knowledge of, and is
not responsible for, Commission filings, or books and records of others, such as
trustees, investors or master servicers.





     Section 11A.06. Use of Subservicers and Subcontractors .



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



     (a) It shall not be necessary for Seller to seek the consent of Purchaser, any Master
Servicer or any Depositor to the utilization of any Subservicer. If necessary for compliance with
Reg. AB, and after reasonable notice from Purchaser of the parties involved in Purchaser’s
Securitization Transaction and their threshold percentage involvement, Seller shall cause any
Subservicer used by Seller (or by any Subservicer of Seller) to for the benefit of Purchaser and
any Depositor to comply with the provisions of this Section and with Sections 11A.02, 11A.03(c),
(e), (f) and (g), 11A.04, 11A.05 and 11A.07 of this Agreement as if such Subservicer were Seller,
and to provide the information required with respect to such Subservicer under Section 11A.03(d) of
this Agreement. Seller shall be responsible for obtaining from each Subservicer and delivering to
Purchaser any servicer compliance statement required to be delivered by such Subservicer under
Section 11A.04, any assessment of compliance and attestation required to be delivered by
such Subservicer under Section 11A.05 and any certification required to be delivered to
the Person that will be responsible for signing the Sarbanes Certification under Section
11A.05 as and when required to be delivered pursuant to this Agreement.



     (b) It shall not be necessary for Seller to seek the consent of Purchaser or any Purchaser’s
Agent to the utilization of any Subcontractor. If necessary for compliance with Reg. AB, and after
reasonable notice from Purchaser of the parties involved in Purchaser’s Securitization Transaction
and their threshold percentage involvement, Seller shall promptly upon request provide to Purchaser
(or any designee of Purchaser, such as a Master Servicer) a written description of the role and
function of each Subcontractor utilized by Seller or any Subservicer who is “participating in the
servicing function” within the meaning of Item 1122 of Regulation AB and Instruction 2 to the
Instructions to Item 1122, specifying which elements of



55









 







the Servicing Criteria will be addressed in
assessments of compliance provided by each Subcontractor identified pursuant to this paragraph.



     (c) As a condition to the utilization of any Subcontractor determined to be “participating in
the servicing function within the meaning of Item 1122 of Regulation AB, Seller shall cause any
such Subcontractor used by Seller (or by any Subservicer) to comply with the provisions of Sections
11A.05 and 11A. 07 of this Agreement to the same extent as if such Subcontractor were Seller.
Seller shall be responsible for obtaining from each Subcontractor and delivering to Purchaser and
Purchaser’s Agent any such assessment of compliance and attestation required to be delivered by
such Subcontractor and such Subservicer under Section 11.04, in each case as and when required to
be delivered pursuant to this Agreement.



     Section 11A.07. Indemnifications; Remedies.



     (a) Seller shall indemnify Purchaser, each affiliate of Purchaser, and each of the following
parties participating in a Securitization Transaction: each sponsor and issuing entity; each Person
(including, but not limited to, any Master Servicer if applicable) responsible for the preparation,
execution or filing of any report required to be filed with the Commission with respect to such
Securitization Transaction, or for execution of a certification pursuant to Rule 13a-14(d) or Rule
15d-14(d) under the Exchange Act with respect to such Securitization Transaction, each broker
dealer acting as underwriter, placement agent or initial purchaser, each Person who controls any of
such parties or the Depositor (within the meaning of Section 15 of the Securities Act and Section
20 of the Exchange Act); and the respective present and former directors, officers, employees,
agents and affiliates of each of the foregoing and of the Depositor (each, an “Indemnified Party”),
and shall hold each of them harmless from and against any claims, losses, damages, penalties,
fines, forfeitures, legal fees and expenses and related costs, judgments, and any other costs, fees
and expenses that any of them may sustain arising out of or based upon:




(i)(A) any untrue statement of a material fact contained or alleged to be contained in
Seller Information or (B) or the omission or alleged omission to state in Seller
Information a material fact required to be stated in Seller Information or necessary in
order to make the statements therein, in the light of the circumstances under which they
were made, not misleading; provided, by way of clarification, that clause (B) of this
paragraph shall be construed solely by reference to Seller Information and not to any other
information communicated in connection with a
sale or purchase of securities, without regard to whether Seller Information or any portion
thereof is presented together with or separately from such other information;




(ii) any breach by Seller of its obligations under this Section 11A, including
particularly any failure by the Company, any Subservicer, any Subcontractor or any
Third-Party Originator to deliver any information, report, certification, accountants’
letter or other material when and as required under this Section 11A, including any failure
by Seller to identify pursuant to Section 11A.06(b) any Subcontractor “participating in the
servicing function” within the meaning of Item 1122 of Regulation AB; or




(iii) any breach by Seller of a representation or warranty set forth in, or furnished
pursuant to, Section 11A.02(a) and made as of a date prior to the closing date of the




56









 







related Securitization Transaction, to the extent that such breach is not cured by such
closing date, or any breach by Seller of a representation or warranty in a writing
furnished pursuant to Section 11A.02(b) to the extent made as of a date subsequent to such
closing date; or




     (iv) the negligence bad faith or willful misconduct of Seller in connection with its
performance under this Section 11A.



     These indemnities shall survive termination of this Agreement. If the indemnification
provided for in this Section 11A.07 is unavailable or insufficient to hold harmless an Indemnified
Party as so provided in this Section 11A.07, then Seller agrees that it shall contribute to the
amount paid or payable by such Indemnified Party, as a result of the indemnified losses, claims,
damages or liabilities incurred by such Indemnified Party in such proportion as is appropriate to
reflect the relative fault of the Indemnified Party on the one hand and Seller on the other.



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



     (b)(i) Any failure by Seller to deliver any information, report, certification, accountants’
letter or other material when and as required under this Section 11A, or any breach by Seller of a
representation or warranty set forth in Section 11A.02(a) or in a writing furnished pursuant to
Section 11A.02(b) and made as of a date prior to the closing date of the related Securitization
Transaction, to the extent that such breach is not cured by such closing date, or any breach by the
Seller of a representation or warranty in a writing furnished pursuant to Section 11.02(b) to the
extent made as of a date subsequent
to such closing date, shall, except as provided in (ii) of this paragraph, immediately and
automatically, without notice or grace period, constitute an Event of Default with respect to
Seller under this Agreement and any applicable Reconstitution Agreement related thereto, and shall
entitle Purchaser ,or any Depositor to terminate the rights and obligations of Seller as servicer
under this Agreement and/or any applicable Reconstitution Agreement related thereto without payment
(notwithstanding anything in this Agreement or any applicable Reconstitution Agreement related
thereto to the contrary) of any compensation to Seller (and if Seller is servicing any of the
Mortgage Loans in a Securitization Transaction, appoint a successor servicer reasonably acceptable
to any Master Servicer for such Securitization Transaction); provided that to the extent that any
provision of this Agreement and/or any applicable Reconstitution Agreement related thereto
expressly provides for the survival of certain rights or obligations following termination of
Seller as servicer, such provision shall be given effect.



          (ii) Any failure by Seller to deliver any information, report, certification or accountants’
letter when and as required under Section 11A.04 and 11A.05, including any failure by Seller to
identify pursuant to Section 11A.06(b) any Subcontractor “participating in the




57









 




servicing function”
within the meaning of Item 1122 of Regulation AB, which continues unremedied for ten calendar days
after the date on which such information, report, certification or accountants’ letter was required
to be delivered shall constitute an Event of Default with respect to Seller under this Agreement
and any applicable Reconstitution Agreement related thereto, and shall entitle Purchaser, any
Master Servicer or any Depositor, as applicable, to terminate the rights and obligations of Seller
as servicer under this Agreement and/or any applicable Reconstitution Agreement related thereto
without payment of a termination fee as provided in Section 14.02 (notwithstanding anything in this
Agreement or any applicable Reconstitution Agreement related thereto to the contrary); provided
that to the extent that any provision of this Agreement and/or any applicable Reconstitution
Agreement related thereto expressly provides for the survival of certain rights or obligations
following termination of Seller as servicer, such provision shall be given effect. Neither
Purchaser nor any agent of Purchaser shall be entitled to terminate the rights and obligations of
Seller pursuant to this subparagraph (b)(ii) if a failure of Seller to identify a Subcontractor
“participating in the servicing function” within the meaning of Item 1122 of Regulation AB was
attributable solely to the role or functions of such Subcontractor with respect to mortgage loans
other than the Mortgage Loans.




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



     Section 11A.08. Third Party Beneficiary.



     For purposes of this Section 11A, each Master Servicer shall be considered a third-party
beneficiary of this Agreement, entitled to all the rights and benefits as if it were a direct party
to this Agreement.



     SECTION 12. Seller.



     Section 12.01. Indemnification; Third Party Claims.



     Seller agrees to indemnify and hold harmless Purchaser against any and all actual losses,
damages, actions, or liabilities, including reasonable attorneys fees, which Purchaser sustains,
which are caused by the failure of Seller to perform its duties, obligations and covenants in
material compliance with the terms of this Agreement, excluding, however, any and all consequential
and punitive damages.



     If Purchaser seeks indemnification under this Section 12.01, it must promptly give Seller
notice of any legal action or potential claim. However, delay or failure by Purchaser to provide
such notice shall not release Seller from any indemnity obligations, except and only to the extent
that Seller shows that such delay or failure materially prejudiced the defense of such action or



58









 







increased the amount of such claim. Seller shall be responsible to conduct such defense through
counsel reasonably satisfactory to Purchaser; provided, however, that Seller is permitted to
control fully the defense of any such claim and to settle any such claim subject to Purchaser’s
approval, which approval shall not be unreasonably withheld; provided further, that Purchaser shall
have the right to retain counsel to represent it at its expense in connection with any such claim.
If Seller fails to assume the defense of an action within twenty (20) days after receiving notice,
then Seller shall be bound by any determination made in the action or by any compromise or
settlement Purchaser may effect. Without the consent of the other party, neither Purchaser nor
Seller shall agree to any settlement if the matter involves any possible criminal action or
proceeding, or contains a stipulation to, or admission or acknowledgment of, any wrongdoing (in
tort or otherwise) on the part of the other party, and the settlement of any such matter without
the prior written consent of the other party shall be void and of no effect with respect to that
other party. Purchaser agrees to use reasonable efforts to mitigate any claims tendered to Seller.
To the extent of any amounts paid by Seller pursuant to the indemnification provided above,
Purchaser shall assign to Seller all of its claims for recovery against third parties for any
indemnification provided by Seller, whether such claims arise pursuant to insurance coverage,
contribution, subrogation or otherwise. The provisions of this Section 12.01 shall survive
termination of this Agreement.



     Section 12.02. Merger or Consolidation of Seller.



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



     Any Person into which Seller may be merged or consolidated, or any corporation resulting from
any merger, conversion or consolidation to which Seller shall be a party, or any Person succeeding
to substantially all of the business of Seller (whether or not related to loan servicing), shall be
the successor of Seller hereunder, without the execution or filing of any paper or any further act
on the part of any of the parties hereto, anything herein to the contrary notwithstanding.



     Section 12.03. Limitation on Liability of Seller and Others.



     The duties and obligations of Seller shall be determined solely by the express provisions of
this Agreement; Seller shall not be liable except for the performance of such duties and
obligations as are specifically set forth in this Agreement; and no implied warranties, covenants
or obligations shall be read into this Agreement against Seller. Neither Seller nor any of the
directors, officers, employees or agents of Seller shall be under any liability to Purchaser for
taking or for refraining from taking any action in accordance with Customary Servicing Procedures
and otherwise in good faith pursuant to this Agreement or for errors in judgment; provided,
however, that this provision shall not protect Seller against any liability resulting from any
material breach of any representation or warranty made herein; and, provided further, that this
provision shall not protect Seller against any liability that would otherwise be imposed by reason
of the willful misfeasance, bad faith or gross negligence in the performance of duties or by reason
of reckless disregard of its obligations or duties hereunder. Seller and any director, officer,
employee or agent of Seller may rely on any document of any kind which it in good faith



59









 







reasonably
believes to be genuine and to have been adopted or signed by the proper authorities respecting any
matters arising hereunder. Subject to the terms of Section 12.01, Seller shall have no obligation
to appear with respect to, prosecute or defend any legal action which is not incidental to Seller’s
duty to service the Mortgage Loans in accordance with this Agreement.



     Section 12.04. Seller Not to Resign.



     Except as provided in Section 12.02, Seller shall not assign this Agreement nor resign from
the obligations and duties hereby imposed on it except by mutual consent of Seller and Purchaser or
upon the determination that Seller’s duties hereunder are no longer permissible under applicable
law and such incapacity cannot be cured by Seller. Any such determination permitting the
unilateral resignation of Seller shall be evidenced by an opinion of counsel to such effect
delivered to Purchaser, which opinion of counsel shall be in form and substance acceptable to
Purchaser. Except as provided in Section 12.02, no such resignation or assignment shall become
effective until a successor has assumed Seller’s responsibilities and obligations hereunder in
accordance with Section 14.03.



     SECTION 13.  Default.



     Section 13.01.  Events of Default.



     In case one or more of the following Events of Default by Seller shall occur and be
continuing:



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




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




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




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





60









 





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



then, and in each and every such case, so long as an Event of Default shall not have been remedied,
Purchaser, by notice in writing to Seller, may, in addition to whatever rights Purchaser may have
at law or equity, including damages, injunctive relief and specific performance, commence
termination of all the rights and obligations of Seller under this Agreement and in and to the
Mortgage Loans and the proceeds thereof. Upon receipt by Seller of such written notice from
Purchaser stating that it intends to terminate Seller as a result of such Event of Default, all
authority and power of Seller under this Agreement, whether with respect to the Mortgage Loans or
otherwise, shall pass to and be vested in the successor appointed pursuant to Section 14.03. Upon
written request from Purchaser, Seller shall prepare, execute and deliver to a successor any and
all documents and other instruments, place in such successor’s possession all Mortgage Files and do
or cause to be done all other acts or things necessary or appropriate to effect the purposes of
such notice of termination, including, but not limited to, the transfer and endorsement or
assignment of the Mortgage Loans and related documents to the successor at Seller’s expense.
Seller agrees to cooperate with Purchaser and such successor in effecting the termination of
Seller’s responsibilities and rights hereunder, including, without limitation, the transfer to such
successor for administration by it of all amounts which shall at the time be credited by Seller to
the Custodial Account or Escrow Account or thereafter received with respect to the Mortgage Loans.




     Section 13.02. Waiver of Defaults.



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



     SECTION 14.  Termination. 



     Section 14.01.  Termination. 



     Unless terminated with respect to all or a portion of the Mortgage Loans on an earlier date
pursuant to Section 13, the respective obligations and responsibilities of Seller, as Seller, shall
terminate upon the distribution to Purchaser of the final payment or disposition with respect to
the last Mortgage Loan (or advances of same by Seller) and the disposition of all property acquired
upon foreclosure or deed in lieu of foreclosure with respect to the last Mortgage Loan and the
remittance of all funds due hereunder. Upon written request from Purchaser in connection with any
such termination, Seller shall prepare, execute and deliver, any and all reasonable and necessary
documents and other instruments, place in Purchaser’s possession all Mortgage Files, and do or accomplish all other acts or things necessary or appropriate to effect
the purposes of such termination, whether to complete the transfer and endorsement or assignment of
the Mortgage Loans and related documents, or otherwise, at Purchaser’s sole expense. Seller agrees
to cooperate with Purchaser and such successor in effecting the termination of Seller’s
responsibilities and rights hereunder as Seller, including, without



61









 




limitation, the transfer to
such successor for administration by it of all cash amounts which shall at the time be credited by
Seller to the Custodial Account or Escrow Account or thereafter received with respect to the
Mortgage Loans.




     Section 14.02. Termination of Seller Without Cause.



     Notwithstanding anything herein to the contrary, Purchaser may terminate the obligations and
responsibilities of Seller, without cause, upon payment to Seller of a termination fee equal to
three percent (3%) of the aggregate outstanding principal balance of the Mortgage Loans as of the
date of such termination. In addition, Purchaser shall reimburse Seller for any and all
out-of-pocket costs incurred by Seller in connection with such termination. The termination fee
provided for in this Section 14.02 shall be paid by Purchaser within ten (10) Business Days of any
such termination without cause by Purchaser, and Purchaser shall reimburse Seller for its
out-of-pocket costs resulting from such termination within ten (10) Business Days following
Purchaser’s receipt of an invoice for such costs.



     Section 14.03. Successors to Seller.



     Prior to the termination of Seller’s responsibilities and duties under this Agreement pursuant
to Sections 12.04, 13.01, 14.01 or 14.02, Purchaser shall (a) succeed to and assume all of Seller’s
servicing responsibilities, rights, duties and obligations under this Agreement or (b) within one
hundred eighty (180) days appoint a successor which shall succeed to all rights and assume all of
the responsibilities, duties and liabilities of Seller under this Agreement upon such termination.
In connection with such appointment and assumption, Purchaser may make such arrangements for the
compensation of such successor out of payments on Mortgage Loans as it and such successor shall
agree. If Seller’s duties, responsibilities and liabilities under this Agreement shall be
terminated pursuant to the aforementioned Sections, Seller shall discharge such duties and
responsibilities during the period from the date it acquires knowledge of such termination until
the effective date thereof with the same degree of diligence which it is obligated to exercise
under this Agreement. The resignation or removal of Seller pursuant to the aforementioned Sections
shall not become effective until the earlier of (i) appointment of a successor pursuant to this
Section, or (ii) expiration of a period of one hundred eighty (180) days after receipt by Seller
from Purchaser or Purchaser’s agent of a notice of termination or receipt by Purchaser or
Purchaser’s agent of a notice of resignation. Prior to the transfer of servicing to a successor
servicer, Purchaser or Purchaser’s designee shall reimburse Seller for any and all Servicing
Advances and any other amounts due and owning pursuant to this Agreement.



     Any successor to Seller appointed as servicer as provided herein shall execute, acknowledge
and deliver to Seller and to Purchaser an instrument accepting such appointment, whereupon such
successor shall become fully vested with all the rights, powers, duties, responsibilities,
obligations and liabilities of Seller, with like effect as if originally named as a party to this
Agreement. Any termination or resignation of Seller or this Agreement pursuant to
Sections 12.04, 13.01 or 14.01 shall not affect any claims that Purchaser may have against Seller
under this Agreement which arose prior to any such termination or resignation.



     Seller shall do such things as may reasonably be required to more fully and definitively vest
in the successor all such rights, powers, duties, responsibilities, obligations and liabilities of
Seller.



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     Upon a successor’s acceptance of appointment as such, Purchaser shall immediately notify
Seller of such appointment.



     SECTION 15. Notices. All demands, notices and communications hereunder shall be in
writing and shall be deemed to have been duly given if mailed, by registered or certified mail,
postage prepaid, return receipt requested, or, if by other means, when received by the other party
at the address as follows:



     (a) if to Seller:


ABN AMRO Mortgage Group, Inc.

7159 Corklan Drive

Jacksonville, FL 32258

Attn:     Raymond Barbone

Phone:  904/288-5211

Fax:      904/288-5089



With a copy to:

LaSalle Bank Corporation

Legal Department

2600 West Big Beaver Rd.

Troy, Michigan 48084

Attn:     Thomas E. Reiss

Phone:   248/637-2571

Fax:       248/637-2768




     (b) if to Purchaser:



     (c)



RWT Holdings, Inc.

One Belvedere Place, Suite 310

Mill Valley, CA 94941

Attn:     Laura Jeffery

Phone:  (415) 380-2337

Fax:       (415) 381-1773



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




     SECTION 16. Severability Clause. Any part, provision, representation or warranty of
this Agreement which is prohibited or which is held to be void or unenforceable shall be
ineffective to the extent of such prohibition or unenforceability without invalidating the
remaining provisions hereof. Any part, provision, representation or warranty of this Agreement
which is prohibited or unenforceable or is held to be void or unenforceable in any jurisdiction
shall be ineffective, as to such jurisdiction, to the extent of such prohibition or
unenforceability



63









 




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




     SECTION 17. No Partnership. Nothing herein contained shall be deemed or construed to
create a co-partnership or joint venture between the parties hereto and the services of Seller
shall be rendered as an independent contractor and not as agent for Purchaser.



     SECTION 18. Counterparts and Facsimile Transmission. This Agreement may be executed
simultaneously in any number of counterparts. Each counterpart shall be deemed to be an original,
and all such counterparts shall constitute one and the same instrument. This Agreement may be
delivered via facsimile transmission of executed counterparts, and each executed counterpart so
delivered shall be deemed an original.



     SECTION 19. Governing Law. THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN
ACCORDANCE WITH, THE LAWS OF THE UNITED STATES OF AMERICA, AND, TO THE EXTENT NOT PREEMPTED
THEREBY, THE LAWS OF THE STATE OF MICHIGAN, WITHOUT REGARD TO THE CHOICE OF LAW RULES OF MICHIGAN
OR ANY OTHER JURISDICTION.



     SECTION 20. Intention of the Parties. It is the intention of the parties that
Purchaser is purchasing, and Seller is selling, the Mortgage Loans and not a debt instrument of
Seller or another security. Accordingly, the parties hereto each intend to treat the transaction
for federal income tax purposes as a sale by Seller, and a purchase by Purchaser, of the Mortgage
Loans. Purchaser shall have the right to review the Mortgage Loans and the related Mortgage Files
to determine the characteristics of the Mortgage Loans which shall affect the federal income tax
consequences of owning the Mortgage Loans and Seller shall cooperate with all reasonable requests
made by Purchaser in the course of such review.



     It is not the intention of the parties that such conveyances be deemed a pledge thereof.
However, if, notwithstanding the intent of the parties, such assets are held to be the property of
Seller or if for any other reason this Agreement is held or deemed to create a security interest in
either such assets, then (i) this Agreement shall be deemed to be a security agreement within the
meaning of the Uniform Commercial Code of the State of Michigan and (ii) the conveyances provided
for in this Agreement shall be deemed to be an assignment and a grant by Seller to
Purchaser of a security interest in all of the assets transferred, whether now owned or hereafter
acquired.



     Purchaser agrees that, when interpreting this Agreement or any other document delivered by
Purchaser to Seller, there shall be no presumption against Seller on account of the fact that
Seller is the party causing the drafting of this Agreement.



64









 





     SECTION 21. Successors and Assigns. This Agreement shall bind and inure to the
benefit of and be enforceable by Purchaser, Seller, and the respective successors and assigns of
Purchaser and Seller.



     SECTION 22. Waivers. No term or provision of this Agreement may be waived or modified
unless such waiver or modification is in writing and signed by the party against whom such waiver
or modification is sought to be enforced.



     SECTION 23. Exhibits. The Exhibits to this Agreement are hereby incorporated and made
a part hereof and are an integral part of this Agreement.



     SECTION 24. 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 “Sections,” “Paragraphs” and other subdivisions without reference to
a document are to designated sections, paragraphs and other subdivisions of this Agreement;




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




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




          (f) the terms “state law” or “local law” or other references to state law or local laws shall
mean such laws except as they are preempted by federal law or federal regulations.




     SECTION 25. Reproduction of Documents. This Agreement and all documents relating
thereto, including, without limitation, (a) consents, waivers and modifications which may hereafter
be executed, (b) documents received by any party at the closing, and (c) financial statements,
certificates and other information previously or hereafter furnished, may be reproduced by any
photographic, photostatic, microfilm, micro-card, miniature photographic or other similar process.
The parties hereto agree that any such reproduction shall be admissible in
evidence as the original itself in any judicial or administrative proceeding, whether or not the
original is in existence and whether or not such reproduction was made by a party hereto in the
regular course of business, and that any enlargement, facsimile or further reproduction of such
reproduction shall likewise be admissible in evidence.



     SECTION 26. Amendment. This Agreement may be amended from time to time by Purchaser
and Seller by written agreement signed by the parties hereto.



65









 





     SECTION 27. Confidentiality and Information Security. 



     (a) Confidentiality of Agreement. Purchaser and Seller shall employ proper procedures and
standards designed to maintain the confidential nature of the terms of this Agreement, except to
the extent: (a) the disclosure thereof is reasonably believed by such party to be required in
connection with regulatory requirements or other legal requirements relating to its affairs; (b)
disclosed to any one or more of such party’s employees, officers, directors, agents, attorneys or
accountants who would have access to the contents of this Agreement and such data and information
in the normal course of the performance of such person’s duties for such party, to the extent such
party has procedures in effect to inform such person of the confidential nature thereof; (c)
disclosed in a prospectus, prospectus supplement or private placement memorandum relating to a
securitization of the Mortgage Loans by Purchaser (or an affiliate assignee thereof) or to any
Person in connection with the resale or proposed resale of all or a portion of the Mortgage Loans
by such party in accordance with the terms of this Agreement; or (d) reasonably believed by such
party to be necessary for the enforcement of such party’s rights under this Agreement.



     (b) Confidentiality of Information. Each party represents and warrants to the other that it
and its directors, officers, employees and agents, including subcontractors, shall safeguard and
hold as confidential all Confidential Information disclosed to it by the other party, and shall use
such Confidential Information of the other party solely for the purposes contemplated by this
Agreement and shall not disclose such information to persons other than its directors, officers,
employees and agents having a need to know such Confidential Information of the other party in
order to perform its corporate obligations, the obligations under this Agreement, to enforce this
Agreement, or as otherwise required by law. If a party is required by law to disclose the
Confidential Information of the other party (such as pursuant to subpoena, discovery, search
warrant, order of a court or government agency or similar process), the party, to the extent
allowed by law, shall promptly notify the other party of the receipt of such legal process, and
cooperate with the other party should that other party seek to quash the process or obtain a
protective order or other appropriate relief to protect its Confidential Information. The term
“Confidential Information” shall mean all proprietary information of a party, all information of a
party marked restricted or confidential, all information of a party regarding its customers and
prospective customers (including the non-public personal information of individual consumers),
account information, products and services, financial, technical, procurement or marketing
information, business or marketing strategies, operating and security policies and procedures,
trade secrets and similar proprietary information, in whatever form, which could reasonably be
expected to be confidential information. Confidential Information does not, however, include
information (i) which was rightfully in possession of or known to the receiving party without any
obligation of confidentiality prior to receiving it from the disclosing party; (ii) which is, or
subsequently becomes, legally and publicly available without breach of this Agreement; (iii)
which is rightfully obtained by the receiving party from a source other than the disclosing party
without any obligation of confidentiality; (iv) which is independently developed by a party without
use of the other party’s confidential information; (v) which is disclosed by the receiving party
with the written permission of the disclosing party; and (vi) which is disclosed pursuant to an
order issued by a court or government agency of competent jurisdiction or a subpoena. Confidential
Information will be used by the receiving party solely for the purposes for which the Confidential
Information is provided. Disclosure of Confidential Information to a party’s



66









 




outside counsel and
accountants and its regulatory agencies in the course of their professional duties with respect to
a party shall be deemed not to be a breach of the confidentiality provisions of this Agreement.




     (c) Information Security. Further, in accordance with the requirements of the Interagency
Guidelines Establishing Information Security Standards, 12 C.F.R., Part 30, Appendix B,
promulgated under section 39 of the Federal Deposit Insurance Act, 12 U.S.C §1831p-1, or under
section 93a of the National Bank Act, 12 U.S.C. §93a and sections 501 and 505(b) of the
Gramm-Leach-Bliley Act (the “Interagency Guidelines”), each party agrees, as applicable, to
implement appropriate information security measures, including disaster recovery measures, designed
to meet the objectives of the Interagency Guidelines, and that the party providing non-public
personal information of individual consumers (“Customer Information) has the right to review
audits, summaries of test results, or other equivalent evaluations of the information security
measures of the party receiving the Customer Information, or to conduct audits of the same, in
order to insure that the party receiving the Customer Information is meeting the objectives of the
Interagency Guidelines. All of the provisions of this Section 27 shall survive the termination of
this Agreement.



     SECTION 28. Entire Agreement. This Agreement constitutes the entire agreement and
understanding relating to the subject matter hereof between the parties hereto and any prior oral
or written agreements between them shall be deemed to have merged herewith.



     SECTION 29. Further Information and Agreements. Upon reasonable requests of
Purchaser, Seller shall provide Purchaser with (i) evidence of the authorization of the person
signing any certification or statement, (ii) copies or other evidence of Fidelity Bond and errors
and omission insurance policies, and (iii) such other information related, including financial
information, as may be necessary or appropriate to effectuate the purposes of this Agreement.
Seller and Purchaser each agree to execute and deliver to the other such reasonable and appropriate
additional documents, instruments or agreements as may be necessary or appropriate to effectuate
the purposes of this Agreement.



(CONTINUED ON FOLLOWING PAGE)




67









 





     SECTION 30. JURY WAIVER. EACH PARTY ACKNOWLEDGES THAT THE RIGHT OF TRIAL BY JURY IS
A CONSTITUTIONAL RIGHT, BUT ONE THAT MAY BE WAIVED. EACH PARTY, AFTER CONSULTING (OR HAVING HAD
THE OPPORTUNITY TO CONSULT) WITH LEGAL COUNSEL OF ITS CHOICE, KNOWINGLY AND VOLUNTARILY, FOR ITS
OWN BENEFIT, WAIVES ANY RIGHT TO TRIAL BY JURY IN THE EVENT OF LITIGATION IN ANY WAY RELATED TO
THIS AGREEMENT, PERFORMANCE THEREUNDER, AND/OR ENFORCEMENT THEREOF.



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



	 	 	 	 	 
	 	 	RWT Holdings, Inc.
	 	 	 as Purchaser
	 
	 	 	 	 
	 	 	/s/ RWT HOLDINGS, INC.
	 
	 	 	 	 
	 

	 	By:	 	 
	 

	 	 	 	 
	 
	 	 	 	 
	 

	 	Name:	 	 
	 

	 	 	 	 
	 
	 	 	 	 
	 

	 	Title:	 	 
	 

	 	 	 	 
	 
	 	 	 	 
	 	 	ABN AMRO Mortgage Group, Inc.,
	 	 	 as Seller
	 
	 	 	 	 
	 	 	/s/ ABN AMRO MORTGAGE GROUP, INC.
	 
	 	 	 	 
	 

	 	By:	 	 
	 

	 	 	 	 
	 
	 	 	 	 
	 

	 	Name:	 	 
	 

	 	 	 	 
	 
	 	 	 	 
	 

	 	Title:	 	 
	 

	 	 	 	 





68









 





EXHIBIT 1




MORTGAGE LOAN DOCUMENTS




     With respect to each Mortgage Loan, the Mortgage Loan Documents shall consist of the
following:




	 	(a)	 	the original Mortgage Note bearing all intervening endorsements and signed in
the name of Seller by an officer thereof, or if the Mortgage Note has been lost or
destroyed, a lost note affidavit;
	 
	 	(b)	 	the original Assignment of Mortgage;
	 
	 	(c)	 	the originals of all assumption, modification, consolidation or extension
agreements, if any, with evidence of recording thereon; or if such documents have not
been returned from the applicable recording office or have been lost, a true and
complete copy of the original;
	 
	 	(d)	 	the original recorded Mortgage, or imaged copy of the recorded Mortgage, or if
any such Mortgage has not been returned from the applicable recording office, a true
and complete copy of the original Mortgage; provided, however, that such original
recorded document or imaged copy thereof shall be delivered to Purchaser no later than
one (1) year following the related Closing Date, unless there has been a delay at the
applicable recording office;
	 
	 	(e)	 	the originals of all intervening assignments of mortgage, or imaged copies of
the recorded documents, with evidence of recording thereon, or if any such intervening
assignment of mortgage has not been returned from the applicable recording office or
has been lost or if such public recording office retains the original recorded
assignments of mortgage, a true and complete copy of the original intervening
assignment of mortgage; and
	 
	 	(f)	 	if required, the original mortgagee title insurance policy or if not yet
issued, a copy of the title commitment with proof of payment, or imaged copies thereof.










69









 











EXHIBIT 2




CONTENTS OF EACH MORTGAGE FILE




     With respect to each Mortgage Loan, the Mortgage File, which may be an image thereof, shall
include each of the following items, unless otherwise disclosed to Purchaser on the data tape:




	 	(a)	 	Mortgage Loan application.
	 
	 	(b)	 	Mortgage Loan closing statement.
	 
	 	(c)	 	Verification of employment and income, if required.
	 
	 	(d)	 	Verification of acceptable evidence of source and amount of down payment, if
required.
	 
	 	(e)	 	Credit report on Mortgagor, in a form acceptable to the Agency.
	 
	 	(f)	 	Residential collateral assessment report in a form acceptable to the Agency, if
required.
	 
	 	(g)	 	Survey of the Mortgaged Property, unless a survey is not required.
	 
	 	(h)	 	Copies of all required disclosure statements.
	 
	 	(i)	 	Sales contract, if applicable and required.
	 
	 	(j)	 	The Primary Mortgage Insurance Policy or certificate of insurance or electronic
notation of the existence of such policy, where required.
	 
	 	(k)	 	Evidence of electronic notation of the hazard insurance policy, and, if
required by law, evidence of the flood insurance policy.










70









 











EXHIBIT 3

SELLER’S OFFICER’S CERTIFICATE




I,                                                             , hereby certify that I am a duly elected                      Vice
President of ABN AMRO Mortgage Group, Inc., a Delaware corporation (the “Company”), and further
certify on behalf of the Company as follows:




	1.	 	Attached hereto as Exhibit A is a true and complete copy of the Certificate of Incorporation
of the Company, as amended, as filed with the Secretary of State of the State of Delaware.
Such Certificate of Incorporation has not been amended and is in full force and effect on the
date hereof.






	2.	 	Attached hereto as Exhibit B is a true and correct copy of the Certificate of the Secretary
of State of the State of Delaware, dated                     , 2006, as to the good standing of the
Company.






	3.	 	Attached hereto as Exhibit C is a true and complete copy of the Amended and Restated By-Laws
of the Company. Such By-Laws have not been amended or revoked and are in full force and
effect on the date hereof.






	4.	 	Section 11.1 of the Amended and Restated By-Laws, entitled “Execution of Instruments,”
authorizes any Vice President, First Vice President, or Senior Vice President of the Company,
among others, to execute and deliver documents in connection with the sale, assignment,
transfer, conveyance, management or handling in any way of any property held or controlled by
the Company.






	5.	 	Each person who, as an officer or attorney-in-fact of the Company, signed (a) the Mortgage
Loan Sale and Servicing Agreement (the “Agreement”) dated as of                                         , 2006, by and
between the Company and               
                  
        , a           
                     
          corporation, and (b) any other
document delivered prior hereto or on the date hereof in connection with the sale and
servicing of Mortgage Loans in accordance with the Agreement was, at the respective times of
such signing and delivery, and is as of the date hereof, duly elected or appointed, qualified
and acting as such officer or attorney-in-fact.






	6.	 	Set forth below is the name, title and specimen signature of the person who has been
duly elected and qualified to serve in the capacity set forth opposite his or her name:





	 	 	 	 	 	 	 
	Name

	 	Title
	 	 	 	Signature
	 
	 	 	 	 	 	 
	 

	 	                                        
	 	Vice President
	 	                
                     
                     







	7.	 	The signature of each such person appearing on such documents is his or her genuine
signature. All capitalized terms used herein and not otherwise defined shall have the





71









 





     meanings assigned to them in the Agreement.


IN WITNESS WHEREOF, I have hereunto signed my name.




	 	 	 
	Dated:                     , 2006

	 	ABN AMRO MORTGAGE
	GROUP, INC.
	 	 






	 	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 	 	 	 	 
	 
	 	 	 	 	 	 
	 

	 	 	 	                                        
	 	, Vice President






     I,                                         , Assistant Secretary of ABN AMRO Mortgage Group, Inc., hereby
certify that                                          is a duly elected, qualified and acting                      Vice President
of ABN AMRO Mortgage Group, Inc., that the signature appearing above is his genuine signature, and
that pursuant to By-Law 11.1 of the Amended and Restated By-Laws of the Company attached hereto as
Exhibit C he is authorized to execute and deliver the Agreement.



     IN WITNESS WHEREOF, I have hereunto signed my name.



	 	 	 	 	 
	Dated as of                     , 2006	 	ABN AMRO MORTGAGE GROUP, INC.
	 
	 	 	 	 
	 

	 	By:	 	 
	 

	 	 	 	 
	 
	 	 	 	 
	 

	 	 	 	Assistant Secretary







72










 





EXHIBIT 4

OPINION OF COUNSEL TO THE SELLER




(Date)




RWT Holdings, Inc.

One Belvedere Place, Suite 310

Mill Valley, CA 94941

Attention: Laura Jeffery




	 	 	 	 	 
	 

	 	Re:
	 	Master Mortgage Loan Sale and Servicing Agreement, dated as of
[     ] 1, 200[ ]






Ladies and Gentlemen:




     I am special counsel to ABN AMRO Mortgage Group, Inc., a Delaware corporation (the “Company”),
with respect to certain matters in connection with the sale and servicing by the Company of the
Mortgage Loans pursuant to that certain Master Mortgage Loan Sale and Servicing Agreement, dated as
of July 1, 2006 (the “Agreement”), by and between the Company and RWT Holdings, Inc., a Delaware
corporation, (the “Purchaser”). Capitalized terms not otherwise defined herein have the meanings
set forth in the Agreement.



     In rendering the opinions set forth below, I have examined and relied upon originals or
copies, certified or otherwise identified to my satisfaction, of the certificate of incorporation
and by-laws of the Company, the Agreement and such corporate records, agreements or other
instruments of the Company, and such certificates, records and other documents, agreements and
instruments, as I have deemed necessary and proper as the basis for my opinions. In connection
with such examination, I have assumed the genuineness of all signatures, the authenticity of all
documents, agreements and instruments submitted to me as originals, the conformity to original
documents, agreements and instruments of all documents, agreements and instruments submitted to me
as copies or specimens, the authenticity of the originals of such documents, agreements and
instruments submitted to us as copies or specimens, the conformity to executed original documents
of all documents submitted to me in draft and the accuracy of the matters set forth in the
documents we reviewed. I have also assumed that all documents, agreements and instruments have
been duly authorized, executed and delivered by all parties thereto. As to any facts material to
such opinions that I did not independently establish or verify, I have relied upon statements and
representations of officers and other representatives of the Company as I have deemed necessary and
proper as the basis for my opinions, including, among other things, the representations and
warranties in the Agreement.



     I am a member of the State Bar of Michigan and my opinions herein are limited to matters
governed by the laws of Michigan and the federal laws of the United States of America. I have not
made any examination of the laws of any other jurisdiction as to the extent or manner in which such
laws may govern or affect the Agreement or the transactions contemplated thereby.



Subject to the foregoing, it is my opinion that:




73









 








          1. The Company is a corporation duly organized, validly existing and in good standing under
the laws of the state of Delaware and is authorized to service and administer the Mortgage Loans in
the states where the Mortgaged Properties are located.




          2. The execution, delivery and performance by the Company and the transactions contemplated
thereby are within its corporate power and have been duly authorized by all necessary corporate
action on the part of the Company.




          3. The Agreement is a legal, valid and binding agreement of the Company, enforceable in
accordance with its terms, subject to applicable bankruptcy, reorganization, insolvency, moratorium
and other similar laws of general application affecting the rights of creditors and subject to the
rules of equity (regardless of whether enforcement is sought in a proceeding in equity or at law).




          4. The execution, delivery and performance by the Company of the Agreement and the
transactions contemplated thereby: (a) do not contravene or conflict with its certificate of
incorporation or by-laws or any law or regulation to which the Company is subject; or (b) to the
best of my knowledge (without independent investigation), neither result in the creation or
imposition of any lien on the property or assets of the Company; nor require any action by or in
respect of, or filing with, any governmental body, agency or official.




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




     Except as expressly provided herein, this opinion is being furnished solely to the addressee
hereof solely for their benefit in connection with the transactions contemplated in the Agreement,
and it is not to be used, circulated, quoted or otherwise referred to, or relied upon by anyone
other than such addressee, or used for any purpose without my express written consent. Further, I
assume no obligation to revise or supplement this opinion should the present laws or regulations be
changed by legislative or administrative action, judicial decision or otherwise.



	 	 	 	 	 	 	 
	 	 	Sincerely,

ABN AMRO Mortgage Group, Inc.
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	 	 	 

	 	 
	 

	 	 	 	Thomas E. Reiss	 	 
	 

	 	Its:
	 	Special Counsel	 	 






TER/-




74









 








EXHIBIT 5




ASSIGNMENT, ASSUMPTION AND RECOGNITION AGREEMENT

(for Whole Loan Transfers)




between




 





,




as Assignee,


 


as Assignor




and




ABN AMRO Mortgage Group, Inc.,

as the Company




Dated ______




75









 





ASSIGNMENT, ASSUMPTION AND RECOGNITION AGREEMENT

(for Whole Loan Transfers)




     This Assignment, Assumption and Recognition Agreement (the “Agreement”) is made and entered
into on                     , by                     , having an address at
                                                             (“Assignor”),
                                        , having an address at
                                                             (“Assignee”) and ABN AMRO Mortgage Group,
Inc., having an address at 2600 West Big Beaver Road, Troy, Michigan 48084 (“Company”).



     In consideration of the mutual promises and agreements contained herein, and for other good
and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the
parties hereto agree as follows:



     1. Assignment and Assumption. Except as expressly provided for herein, and upon
payment by Assignee to Assignor of the amounts referenced in that certain trade confirmation dated
as of                      (the “Trade Confirmation”) and duly executed by Assignor and Assignee
(such amounts, the “Purchase Price”), and upon payment to Company of any Reconstitution Fee
required pursuant to the Sale Agreement defined below, Assignor hereby grants, transfers and
assigns to Assignee (a) all of its right, title and interest in and to each of the mortgage loans
identified in Exhibit A attached hereto, excluding the servicing rights related thereto
(“Mortgage Loans”) and (b) with respect to the Mortgage Loans, all of its right, title and interest
as “Purchaser” in that certain Master Mortgage Loan Sale and Servicing Agreement dated
                    , and duly executed by the Company and Assignor, a copy of which is attached hereto
as Exhibit B (the “Sale Agreement”). Notwithstanding anything to the contrary contained
herein, Assignor is not assigning to Assignee any of the servicing rights related to the Mortgage
Loans.



     Except as is otherwise expressly provided herein, Assignor makes no representations,
warranties or covenants to Assignee and Assignee acknowledges that Assignor has no obligations to
Assignee under the terms of the Sale Agreement, or otherwise relating to the transaction
contemplated herein, including but not limited to, any obligation to repurchase any of the Mortgage
Loans or to indemnify Assignee.



     2. Payment of Purchase Price. Assignee shall pay the Purchase Price to Assignor on or
prior to the date hereof by wire transfer of immediately available funds to the account designated
below:



	 	 	 
	 

	 	ABA -
	 
	 

	 	ACCT -
	 

	 	REF –






     3. Recognition of Assignee by the Company. From and after the date hereof, and on the
condition that Assignor shall have paid any Reconstitution Fee required pursuant to the Sale



76









 




Agreement, the Company shall recognize Assignee as the owner of the Mortgage Loans and the
“Purchaser” under the Sale Agreement with respect to such Mortgage Loans.




     4. Servicing of the Mortgage Loans. From and after the date hereof, and on the
condition that Assignor shall have paid any Reconstitution Fee required pursuant to the Sale
Agreement, the Company shall service the Mortgage Loans for Assignee in accordance the Sale
Agreement. The address of “Purchaser” set forth in Section 15 of the Sale Agreement shall be
amended to read as follows:


Attn:




     The wire transfer instructions for distributions to Assignee on the remittance dates shall be
as follows:


Bank:

City:

ABA Routing Number:

For Credit to:

Account No.:

Attn:




     5. Status of Sale Agreement. The Company and Assignor represent and warrant to
Assignee that as of the date hereof (a) the Sale Agreement with respect to each of the Mortgage
Loans is in full force and effect, (b) the Sale Agreement has not been amended or modified in any
respect (except as provided herein), and (c) there has been no waiver or any agreement to waive any
provision, nor has any notice of termination been given, under the Sale Agreement.



     6. No Claims. The Company represents and warrants to Assignor and Assignee that it
has no offsets, counterclaims or other defenses available to it with respect to the Sale Agreement.
Assignor represents and warrants to the Company and Assignee that it has no offsets, counterclaims
or other defenses available to it with respect to the Sale Agreement.



     7. Covenants, Representations and Warranties of Assignor. Assignor represents and
warrants to, and covenants with, Assignee that:



          a. Assignor is a corporation duly organized, validly existing and in good standing under the
laws of the jurisdiction of its incorporation, and has all requisite corporate power and authority
to acquire, own and sell the Mortgage Loans;




          b. Assignor has full corporate power and authority to execute, deliver and perform under this
Agreement, and to consummate the transactions set forth herein. The execution, delivery and
performance of Assignor of this Agreement, and the consummation by it of the transactions
contemplated hereby, have been duly authorized by all necessary corporate action of Assignor. This
Agreement has been fully executed and delivered by Assignor and constitutes the valid and legally
binding obligation of Assignor enforceable against Assignor in accordance with its




77









 







respective terms, except as enforcement is limited by applicable bankruptcy, insolvency and similar
laws affecting the rights of creditors generally, and by general principles of equity, regardless
of whether enforcement is sought in a proceeding in equity or at law;




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




          d. There is no action, suit, proceeding, investigation or litigation pending or, to Assignor’s
knowledge, threatened, which either in any instance or in the aggregate, if determined adversely to
Assignor, would materially and adversely affect (i) the sale of the Mortgage Loans to Assignee,
(ii) the execution, delivery or enforceability of this Agreement, or (iii) Assignor’s ability to
perform its obligations under this Agreement; and




          e. Immediately prior to payment of the Purchase Price for the Mortgage Loans, Assignor is the
lawful owner of the Mortgage Loans with the full right to transfer the Mortgage Loans free from any
and all claims and encumbrances whatsoever.




     8. Covenants, Representations and Warranties of Assignee. Assignee represents and
warrants to, and covenants with, Assignor and the Company that except for the provisions pertaining
to the payment of the purchase price thereunder, from and after the date hereof, Assignee agrees to
be bound as “Purchaser” by all of the terms, covenants and conditions of the Sale Agreement and
Assignee assumes for the benefit of Assignor and the Company all of Assignor’s obligations as
“Purchaser” thereunder.



     9. Governing Law. This Agreement shall be governed by, and construed in accordance
with, the laws of the United States of America, and to the extent not preempted thereby, the laws
of the State of Michigan, without regard to the choice of law rules of Michigan or any other
jurisdiction.



     10. Confidentiality. The Company, Assignor and Assignee hereby acknowledge and agree
that this Agreement shall be kept confidential and its contents will not be divulged to any party
without the other party’s consent except to the extent that it is appropriate for the Company,
Assignor or Assignee to do so in working with their respective directors, officers, employees,
agents, legal counsel, auditors, taxing authorities or other governmental agencies.



     11. Conflict with Sale Agreement. To the extent there is any conflict between the
terms of the Sale Agreement and this Agreement, the latter shall be controlling, notwithstanding
anything to the contrary contained in the Sale Agreement.



     12. Capitalized Terms. All capitalized terms used herein and not otherwise defined
herein shall have the meanings assigned to such terms in the Sale Agreement.



     13. Counterparts. This Agreement may be executed in any number of counterparts. Each
counterpart shall be deemed to be an original and all such counterparts shall constitute one and
the same instrument. This Agreement may be delivered via facsimile transmission of executed
counterparts, and each executed counterpart so delivered shall be deemed an original.



78









 





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



          (a) if to Assignee:




          With copy to:




          (b) if to the Company:



ABN AMRO Mortgage Group, Inc.

7159 Corklan Drive

Jacksonville, FL 32258

Attn: Raymond Barbone

Phone: 904/288-5211

Fax: 904/288-5089



With copy to:



LaSalle Bank Corporation

Legal Department – M 0900-380

2600 West Big Beaver Road

Troy, Michigan 48084

Attn: Thomas E. Reiss

Phone: 248/637-2571

Fax: 248/637-2768




          (c) if to Assignor:



With copy to




79









 








     SECTION 15. JURY WAIVER. EACH PARTY ACKNOWLEDGES THAT THE RIGHT OF TRIAL BY JURY IS
A CONSTITUTIONAL RIGHT, BUT ONE THAT MAY BE WAIVED. EACH PARTY, AFTER CONSULTING (OR HAVING HAD
THE OPPORTUNITY TO CONSULT) WITH LEGAL COUNSEL OF ITS CHOICE, KNOWINGLY AND VOLUNTARILY, FOR ITS
OWN BENEFIT, WAIVES ANY RIGHT TO TRIAL BY JURY IN THE EVENT OF LITIGATION IN ANY WAY RELATED TO
THIS AGREEMENT, PERFORMANCE THEREUNDER, AND/OR ENFORCEMENT THEREOF.



     The parties hereto have executed this Agreement on the date first above written.



	 	 	 	 	 	,
	 	 	 	

	 	 	Assignor	
	 
	 	 	 	 	 
	 

	 	By	 	 	 
	 

	 	 	 	 	 
	 

	 	 	 	Name:	 
	 

	 	 	 	Title:	 
	 
	 	 	 	 	,
	 	 	 
	 	 	Assignee	 
	 
	 	 	 	 
	 

	 	By	 	 
	 

	 	 	 	 
	 

	 	 	 	Name:
	 

	 	 	 	Title:
	 
	 	 	 	 
	 	 	ABN AMRO MORTGAGE GROUP, INC.,

the Company
	 
	 	 	 	 
	 

	 	By	 	 
	 

	 	 	 	 
	 

	 	 	 	Name:
	 

	 	 	 	Title:






80









 






EXHIBIT A




MORTGAGE LOANS




(attached)




81









 





EXHIBIT B




MORTGAGE LOAN




SALE AND SERVICING




AGREEMENT




(attached)




82









 





EXHIBIT 6




FORM OF

ASSIGNMENT, ASSUMPTION AND RECOGNITION AGREEMENT

(For Securitization Transactions #1)




[This agreement is for use in transferring rights and obligations relating to the Mortgage Loans
from Purchaser to a Depositor in connection with a Securitization Transaction.]



     THIS ASSIGNMENT, ASSUMPTION AND RECOGNITION AGREEMENT, dated as of [     ], 2006 (the
“Assignment”), is entered into among RWT Holdings, Inc. (the “Assignor”), [          ] (the “Assignee”) and ABN AMRO Mortgage Group, Inc., as the seller and servicer (the “Company”).



RECITALS





WHEREAS, the Assignor and the Company have entered into a certain Master Mortgage Loan Sale and
Servicing Agreement, dated as of July 1, 2006, and pursuant to the Commitment Letter(s) issued
under the Master Mortgage Loan Sale and Servicing Agreement and listed in Appendix A
hereto(together with the Master Mortgage Loan and Servicing Agreement, the “Agreement”) Assignor
acquired from the Company certain Mortgage Loans (the “Specified Mortgage Loans”) which are
listed on the mortgage loan schedule attached as Exhibit I hereto (the “Specified
Mortgage Loan Schedule”) and the Company agreed to service such Mortgage Loans; and



     WHEREAS, the Assignor has agreed to sell, assign and transfer to Assignee all of its right,
title and interest in the Specified Mortgage Loans and its rights under the Agreement with respect
to the Specified Mortgage Loans; and



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



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



     1. Assignment and Assumption.




     (a) Effective on and as of the date hereof, the Assignor hereby sells, assigns and
transfers to the Assignee all of its right, title and interest in the Specified Mortgage Loans
and all of its rights and obligations provided under the Agreement to the extent relating to the
Specified Mortgage Loans, the Assignee hereby accepts such assignment from the Assignor, and the
Company hereby acknowledges such assignment and assumption.




     (b) Effective on and as of the date hereof, the Assignor represents and warrants to the
Assignee that the Assignor has not taken any action that would serve to impair or encumber



83









 







the Assignee’s interest in the Specified Mortgage Loans since the date of the Assignor’s
acquisition of the Specified Mortgage Loans.



2. Recognition of the Assignee.



From and after the date hereof, the Company shall recognize the Assignee as the holder of the
rights and benefits of the Purchaser with respect to the Specified Mortgage Loans and the
Company will service the Specified Mortgage Loans for the Assignee pursuant to the Master
Mortgage Loan Sale and Servicing Agreement, which is incorporated herein, as amended hereby,
with the Assignee as Purchaser thereunder. It is the intention of the parties hereto that this
Assignment will be binding upon and for the benefit of the respective successors and assigns of
the parties hereto.



3. Representations and Warranties.




     (a) The Assignee represents and warrants that it is a sophisticated investor able to
evaluate the risks and merits of the transactions contemplated hereby, and that it has not
relied in connection therewith upon any statements or representations of the Company or the
Assignor other than those contained in the Agreement or this Assignment.




     (b) The Assignee represents and warrants to, and covenants with, Assignor and the Company
that except for the provisions pertaining to the payment of the purchase price thereunder, from
and after the date hereof, Assignee agrees to be bound as “Purchaser” by all of the terms,
covenants and conditions of the Agreement and Assignee assumes for the benefit of Assignor and
the Company all of Assignor’s obligations as “Purchaser” thereunder.




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




     (d) Each of the parties hereto represents and warrants that this Assignment has been duly
authorized, executed and delivered by it and (assuming due authorization, execution and delivery
thereof by each of the other parties hereto) constitutes its legal, valid and binding
obligation, enforceable against it in accordance with its terms, except as such enforcement may
be limited by bankruptcy, insolvency, reorganization or other similar laws affecting the
enforcement of creditors’ rights generally and by general equitable principles (regardless of
whether such enforcement is considered in a proceeding in equity or at law).




4. Continuing Effect.




Except as contemplated hereby, the Agreement shall remain in full force and effect in accordance
with its terms. This Assignment constitutes a Reconstitution Agreement as defined in the Master
Mortgage Loan Sale and Servicing Agreement, and the Reconstitution Date shall be the date hereof
with respect to the Specified Mortgage Loans listed on Exhibit I on the date hereof.




84









 






5. Governing Law.



This Assignment shall be governed by, and construed in accordance with, the laws of the United
States of America, and to the extent not preempted thereby, the laws of the State of Michigan,
with out regard to the choice of law rules of Michigan or any other jurisdiction.




6. Notices.




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



RWT Holdings, Inc.




One Belvedere Place, Suite 310




Mill Valley, CA 94941




[ASSIGNEE]





or to such other address as may hereafter be furnished by the Assignor or Assignee to the other
parties in accordance with the provisions of the Agreement.




7. Counterparts.




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



     8. Definitions.




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



[remainder of page intentionally left blank]




85









 









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



	 	 	 	 	 
	 	 	ASSIGNOR:
	 
	 	 	 	 
	 	 	RWT HOLDINGS, INC.
	 
	 	 	 	 
	 

	 	By:	 	 
	 

	 	 	 	 
	 

	 	Name:	 	 
	 

	 	 	 	 
	 

	 	Title:	 	 
	 

	 	 	 	 
	 
	 	 	 	 
	 	 	ASSIGNEE:
	 
	 	 	 	 
	 	 	[          ].
	 
	 	 	 	 
	 

	 	By:	 	 
	 

	 	 	 	 
	 

	 	Name:	 	 
	 

	 	 	 	 
	 

	 	Title:	 	 
	 

	 	 	 	 
	 
	 	 	 	 
	 	 	COMPANY:
	 
	 	 	 	 
	 	 	ABN AMRO MORTGAGE GROUP, INC.
	 
	 	 	 	 
	 

	 	By:	 	 
	 

	 	 	 	 
	 

	 	Name:	 	 
	 

	 	 	 	 
	 

	 	Title:	 	 
	 

	 	 	 	 





86









 






EXHIBIT I




87









 








APPENDIX A




Commitment Letter(s)








88









 








EXHIBIT 6 (continued)




FORM OF

ASSIGNMENT, ASSUMPTION AND RECOGNITION AGREEMENT

[For Securitization Transactions #2]




[This agreement is for use in transferring from Depositor to a trustee in connection with a
Securitization Transaction, the rights and benefits in Mortgage Loans, but not Purchaser’s
obligations, and is subject upon Company (“Seller” in the Master Mortgage Loan Sale and Servicing
Agreement) receiving an indemnification of Purchaser’s obligations under the Master Mortgage Loan
Sale and Servicing Agreement, pursuant to Section 11.24 of that agreement.]



     THIS ASSIGNMENT, ASSUMPTION AND RECOGNITION AGREEMENT, dated as of [     ] ___, 2006 (the
“Assignment”), is entered into among [     ] (the “Assignor”), ABN AMRO Mortgage Group, Inc.,
Inc., as the seller and servicer (the “Company”), and [          ] (“     ”) as Trustee under
a Pooling and Servicing Agreement dated as of [     ], 2006 (the “Pooling and Servicing
Agreement”), among the Assignor, as Depositor, [     ](in such Trustee capacity, the “Assignee”)
and [          ] as Master Servicer and Securities Administrator.



RECITALS




     WHEREAS, RWT Holdings, Inc. (“RWT”) and the Company have entered into a certain Master
Mortgage Loan Sale and Servicing Agreement, dated as of July 1, 2006 (the “Master Mortgage Loan
Sale and Servicing Agreement”), and pursuant to the Commitment Letter(s) issued under the Master
Mortgage Loan Sale and Servicing Agreement and listed in Appendix A hereto, (together with
the Master Mortgage Loan and Servicing Agreement, the “Agreement”) RWT has acquired from the
Company certain Mortgage Loans (the “Mortgage Loans”) and the Servicer has agreed to service such
Mortgage Loans; and



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




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




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




     1. Assignment and Assumption.




     (a) Effective on and as of the date hereof, the Assignor hereby pledges, assigns and
transfers to the Assignee all of its right, title and interest in the Specified Mortgage Loans
and all of its rights (but none of the Purchaser’s obligations) provided under the Agreement to
the



89









 







extent relating to the Specified Mortgage Loans, the Assignee hereby accepts such assignment
from the Assignor, and the Company hereby acknowledges such assignment and assumption.




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



     2. Recognition of the Assignee.




From and after the date hereof, subject to Section 3 below, the Company shall recognize the
Assignee as the holder of the rights and benefits of the Purchaser with respect to the Specified
Mortgage Loans and the Company will service the Specified Mortgage Loans for the Assignee
pursuant to the Master Mortgage Loan Sale and Servicing Agreement, which is incorporated herein,
as amended hereby, with the Assignee as Purchaser thereunder. It is the intention of the
parties hereto that this Assignment will be binding upon and for the benefit of the respective
successors and assigns of the parties hereto.



     3. Assignor’s Continuing Rights and Responsibilities.




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



          Master Mortgage Loan Sale and Servicing Agreement:




	 	 	 
	Section	 	Matter
	 
	 	 
	6.03, 1st and
2nd ¶’s

	 	(a) Remedies for Breach of
Representations and Warranties.
	 
	 	 
	6.05

	 	(b) Early Payment Default.
	 
	 	 
	11.01, 2nd ¶

	 	(c) Company to Act as Servicer.
	 
	 	 
	11.02

	 	(d) Liquidation of Mortgage Loans.
	 
	 	 
	11.13, 3rd ¶

	 	(e) Title, Management and Disposition of REO Property.
	 
	 	 
	11.18

	 	(f) Assumption Agreements.






90









 






	 	 	 
	Section	 	Matter
	 
	11.22

	 	(g) Company Shall Provide Access and Information as
Reasonably Required.
	 
	 	 
	12.01

	 	(h) Indemnification; Third Party Claims.
	 
	 	 
	12.04

	 	(i) Company Not to Resign.







In addition, the Company agrees to furnish to the Assignor as well as the Assignee copies of
reports, notices, statements and other communications required to be delivered by the Company
pursuant to any of the sections of the Agreement referred to above and under the following
sections, at the times therein specified:



          Master Mortgage Loan Sale and Servicing Agreement:




	 	 	 
	Section	 	 
	 
	 	 
	11.09

	 	(a) Transfer of Accounts.
	 
	 	 
	11.16

	 	(b) Statements to Purchaser.
	 
	 	 
	11A.03

	 	(c) Servicer Compliance Statement.
	 
	 	 
	11A.04

	 	(d) Report on Assessment of Compliance and Attestation.
	 
	 	 
	11.21

	 	(e) Annual Independent Public Accountant’s Servicing Report.






     4. Representations and Warranties.




     (a) The Assignee represents and warrants that it is a sophisticated investor able to
evaluate the risks and merits of the transactions contemplated hereby, and that it has not
relied in connection therewith upon any statements or representations of the Company or the
Assignor other than those contained in the Agreement or this Assignment.




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



91









 






     (c) Each of the parties hereto represents and warrants that this Assignment has been duly
authorized, executed and delivered by it and (assuming due authorization, execution and delivery
thereof by each of the other parties hereto) constitutes its legal, valid and binding
obligation, enforceable against it in accordance with its terms, except as such enforcement may
be limited by bankruptcy, insolvency, reorganization or other similar laws affecting the
enforcement of creditors’ rights generally and by general equitable principles (regardless of
whether such enforcement is considered in a proceeding in equity or at law).



     5. Continuing Effect.




Except as contemplated hereby, the Agreement shall remain in full force and effect in accordance
with its terms. This Assignment constitutes a Reconstitution Agreement as defined in the Master
Mortgage Loan Sale and Servicing Agreement, and the Reconstitution Date shall be the date hereof
with respect to the Specified Mortgage Loans listed on Exhibit I on the date hereof.



     6. Governing Law.




This Assignment shall be governed by, and construed in accordance with, the laws of the United
States of America, and to the extent not preempted thereby, the laws of the State of Michigan,
with out regard to the choice of law rules of Michigan or any other jurisdiction.



     7. Notices.




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



[ASSIGNOR]




[ASSIGNEE]





or to such other address as may hereafter be furnished by the Assignor or Assignee to the other
parties in accordance with the provisions of the Agreement.



     8. Counterparts.




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



     9. Definitions.




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



     10. Master Servicer.



92









 





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



[MASTER SERVICER]




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



     11. Successors and Assigns.



     Upon a transfer of the Specified Mortgage Loans by the Assignee (other than in respect of
repurchases pursuant to Section 5.03 or Section 6.03 of the Agreement) to a buyer (“buyer”), such
transfer shall constitute a Reconstitution subject to the terms of Section 11.24 of the Agreement.
Upon the closing of such transfer, the rights and obligations of Purchaser retained by the Assignor
pursuant to this Assignment shall automatically terminate and the buyer shall be deemed to possess
all of the rights and obligations of Purchaser under the Agreement, provided, however, that the
Assignor shall remain liable for any obligations as Purchaser arising from or attributable to the
period from the date hereof to the closing date of such transfer.




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



	 	 	 	 	 
	 	 	ASSIGNOR:
	 
	 	 	 	 
	 	 	[                    ]
	 
	 	 	 	 
	 

	 	By:	 	 
	 

	 	 	 	 
	 

	 	Name:	 	 
	 

	 	 	 	 
	 

	 	Title:	 	 
	 

	 	 	 	 







(CONTINUED ON FOLLOWING PAGE)


93









 







	 	 	 	 	 
	 	 	ASSIGNEE:
	 
	 	 	 	 
	 	 	[                    ]
	 
	 	 	 	 
	 

	 	By:	 	 
	 

	 	 	 	 
	 

	 	Name:	 	 
	 

	 	 	 	 
	 

	 	Title:	 	 
	 

	 	 	 	 
	 
	 	 	 	 
	 	 	COMPANY:
	 	 	ABN AMRO MORTGAGE GROUP, INC.
	 
	 	 	 	 
	 

	 	By:	 	 
	 

	 	 	 	 
	 

	 	Name:	 	 
	 

	 	 	 	 
	 

	 	Title:	 	 
	 

	 	 	 	 





94









 






EXHIBIT I




 









 








EXHIBIT II




 









 








APPENDIX A




Commitment Letter(s)








 









 








EXHIBIT 7

FORM OF INDEMNIFICATION AGREEMENT




     Indemnification Agreement dated as of [DATE] (the “Agreement”) among ABN AMRO Mortgage Group,
Inc. (“ABN AMRO”), [UNDERWRITER] [any other underwriters] (the “Underwriter”) [DEPOSITOR]. (the
“Depositor”), [ISSUING ENTITY], RWT HOLDINGS, INC. and REDWOOD TRUST, INC.



     Reference is made to the issuance of [          ] (the
“Certificates”), pursuant to a Pooling and Servicing Agreement, dated as of [DATE] (the “Pooling
and Servicing Agreement”), among the Depositor, as depositor, [MASTER SERVICER], as master servicer
and securities administrator, and [TRUSTEE], as trustee (the “Trustee”). The Depositor will sell
certain of the Certificates to the Underwriter(s) for offer and sale pursuant to the terms of an
Underwriting Agreement, dated [DATE] (the “Underwriting Agreement”), between the Depositor, RWT
Holdings, Inc. and Redwood Trust, Inc. (the Depositor, RWT Holdings, Inc. and Redwood Trust, Inc.
together, the “Redwood Entities”) and the Underwriter(s). Reference is also made to the Term Sheet
dated [DATE](the “Term Sheet”) and the Prospectus Supplement dated [DATE] (the “Prospectus
Supplement”) relating to the Certificates (the Term Sheet and the Prospectus Supplement together,
the “Offering Materials”).



     ABN AMRO Mortgage Group, Inc. (“ABN AMRO”) hereby agrees to indemnify and hold harmless the
Redwood Entities, [ISSUING ENTITY] (the “Issuing Entity”) and the Underwriter(s), the respective
present and former directors, officers, employees and agents of each of the foregoing and each
person, if any, who controls each of the Redwood Entities or the Underwriter within the meaning of
Section 15 of the Securities Act of 1933, as amended (the “Act”), or Section 20 of the Securities
Exchange Act of 1934, as amended (the “Exchange Act”), from and against any and all losses, claims,
liabilities, damages, penalties, fines, forfeitures, legal fees and expenses and related costs,
judgments, and any other costs, fees and expenses that any of them may sustain as and when such
losses, claims, liabilities, damages, penalties, fines, forfeitures, legal fees or expenses or
related costs, judgments, or any other costs, fees or expenses are incurred, insofar as such
losses, claims, liabilities, damages, penalties, fines, forfeitures, legal fees or expenses or
related costs, judgments, or any other costs, fees or expenses (or actions in respect thereof)
arise out of or are based upon any untrue statement or alleged untrue statement of any material
fact contained in the ABN AMRO Information (as defined herein), or arise out of, or are based upon,
the omission or alleged omission to state in the ABN AMRO Information any material fact required to
be stated therein or necessary to make the statements in the ABN AMRO Information, in light of the
circumstances under which they were made, not misleading, and will reimburse the Redwood Entities,
the Issuing Entity and each Underwriter, the present and former respective officers, directors,
employees and agents of each of the foregoing and any such controlling person for any legal or
other expenses reasonably incurred by it or any of them in connection with investigating or
defending any such losses, claims, liabilities, damages, penalties, fines, forfeitures, legal fees
or expenses or related costs, judgments, or any other costs, fees or expenses, as and when
incurred.



2









 





     The Underwriters, severally and not jointly, hereby agree to indemnify and hold harmless ABN
AMRO, the respective present and former directors, officers, employees and agents of ABN AMRO and
each person, if any, who controls ABN AMRO within the meaning of Section 15 of the Act, or Section
20 of the Exchange Act, from and against any and all losses, claims, liabilities, damages,
penalties, fines, forfeitures, legal fees and expenses and related costs, judgments, and any other
costs, fees and expenses that any of them may sustain as and when such losses, claims, liabilities,
damages, penalties, fines, forfeitures, legal fees or expenses or related costs, judgments, or any
other costs, fees or expenses are incurred, insofar as such losses, claims, liabilities, damages,
penalties, fines, forfeitures, legal fees or expenses or related costs, judgments, or any other
costs, fees or expenses (or actions in respect thereof) arise out of or are based upon any untrue
statement or alleged untrue statement of any material fact contained in the Underwriters’
Information (as defined herein), or arise out of, or are based upon, the omission or alleged
omission to state in the Underwriters’ Information any material fact required to be stated therein
or necessary to make the statements in the Underwriters’ Information, in light of the circumstances
under which they were made, not misleading, and will reimburse ABN AMRO, the present and former
respective officers, directors, employees and agents of ABN AMRO and any such controlling person
for any legal or other expenses reasonably incurred by it or any of them in connection with
investigating or defending any such losses, claims, liabilities, damages, penalties, fines,
forfeitures, legal fees or expenses or related costs, judgments, or any other costs, fees or
expenses, as and when incurred.



     The Redwood Entities hereby agree to indemnify and hold harmless ABN AMRO, the respective
present and former directors, officers, employees and agents of ABN AMRO and each person, if any,
who controls ABN AMRO within the meaning of Section 15 of the Act, or Section 20 of the Exchange
Act, from and against any and all losses, claims, liabilities, damages, penalties, fines,
forfeitures, legal fees and expenses and related costs, judgments, and any other costs, fees and
expenses that any of them may sustain as and when such losses, claims, liabilities, damages,
penalties, fines, forfeitures, legal fees or expenses or related costs, judgments, or any other
costs, fees or expenses are incurred, insofar as such losses, claims, liabilities, damages,
penalties, fines, forfeitures, legal fees or expenses or related costs, judgments, or any other
costs, fees or expenses (or actions in respect thereof) arise out of or are based upon any untrue
statement or alleged untrue statement of any material fact contained in the Term Sheet or the
Prospectus Supplement other than the ABN AMRO Information and the Underwriters’ Information (the
“Redwood Entities’ Information”), or arise out of, or are based upon, the omission or alleged
omission to state in the Redwood Entities’ Information any material fact required to be stated
therein or necessary to make the statements in the Redwood Entities’ Information, in light of the
circumstances under which they were made, not misleading, and will reimburse ABN AMRO, the present
and former respective officers, directors, employees and agents of ABN AMRO and any such
controlling person for any legal or other expenses reasonably incurred by it or any of them in
connection with investigating or defending any such losses, claims, liabilities, damages,
penalties, fines, forfeitures, legal fees or expenses or related costs, judgments, or any other
costs, fees or expenses, as and when incurred.



     For purposes of this Indemnification Agreement, the Redwood Entities, the Issuing Entity, each
Underwriter and ABN AMRO acknowledge and agree that “ABN AMRO Information” shall mean the
information set forth in Exhibit A hereto and on ABN AMRO’s internet website at [www.___] as
to static pool information, [UPDATE AS NEEDED FOR EACH DEAL] (the “ABN AMRO Information”), and ABN
AMRO hereby represents and



3









 




warrants, as of the date of the Offering Materials, that the ABN AMRO Information is true and
correct in all material respects. and includes all information that is required to be provided
pursuant to Section 11A.03 of the Agreement.




     For purposes of this Indemnification Agreement, the Redwood Entities, the Issuing Entity, each
Underwriter and ABN AMRO also acknowledge and agree that the statements set forth in the last
paragraph on the front cover page of the Prospectus Supplement and in the second and fourth
paragraphs under the heading “Method of Distribution” in the Prospectus Supplement, constitute the
only information furnished by the Underwriters for inclusion in the Offering Materials (the
“Underwriters’ Information”)[UPDATE AS NEEDED FOR EACH DEAL] and each Underwriter hereby represents
and warrants, as of the date of the Offering Materials, that the Underwriters’ Information is true
and correct in all material respects.



     Each of the Redwood Entities hereby represents and warrants, as of the date of the Offering
Materials, that the Redwood Entities’ Information is true and correct in all material respects, and
that the ABN AMRO Information has been incorporated into the Term Sheet, the Prospectus Supplement
and any other related disclosure document in the complete form and substance as set forth in
Exhibit A hereto or as set forth in ABN AMRO’s internet website at [www.___] as to static
pool information.



     Promptly after receipt by an indemnified party hereunder of notice of the commencement of any
action, such indemnified party will, if a claim in respect thereof is to be made against the
indemnifying party hereunder, notify the indemnifying party in writing of the commencement thereof;
but the omission so to notify the indemnifying party will not relieve it from any liability that
such indemnifying party may have to any indemnified party under this Agreement except to the extent
that such indemnifying party has been materially prejudiced by such failure; provided, however,
that the failure to so notify the indemnifying party shall not relieve it from any liability that
such indemnifying party may have to any indemnified party otherwise than under this Agreement. In
case any such action is brought against any indemnified party, and it notifies the indemnifying
party of the commencement thereof, the indemnifying party shall be entitled to participate therein,
and, to the extent that such indemnifying party may wish, to assume (at its own expense) the
defense thereof, with counsel satisfactory to such indemnified party (which counsel may be counsel
to the indemnifying party), and, after notice from the indemnifying party to such indemnified party
hereunder, such indemnifying party shall not be liable for any legal or other expenses subsequently
incurred by such indemnified party in connection with the defense thereof unless (i) the
indemnifying party shall have agreed in writing to the continuing participation of such counsel or
(ii) the named parties to any such proceeding (including any impleaded parties) include both the
indemnifying party and the indemnified party and representation of both parties by the same counsel
would, in the opinion of such counsel, be inappropriate due to the actual or potential differing
interests between them. If the indemnifying party assumes the defense of any proceeding, it shall
be entitled to settle such proceeding with the consent of the indemnified party, which will not be
unreasonably withheld or delayed or, if such settlement provides for release of the indemnified
party in connection with all matters relating to the proceeding which have been asserted against
the indemnified party in such proceeding by the other parties to such settlement, without the
consent of the indemnified party; provided, however, that the indemnifying party, without the prior
written consent of the indemnified party, shall not agree to any settlement if the matter involves
any possible criminal action or proceeding, or contains a stipulation to, or admission or
acknowledgment of any wrongdoing (in tort or otherwise) on the part of the indemnified party, and
any such settlement



4









 




agreed to without the prior written consent of the indemnified party shall be void and of no
effect with respect to the indemnified party.




     If recovery is not available under the foregoing indemnification provisions for any reason
other than as specified therein, each indemnified party shall be entitled to contribution to
liabilities and expenses, except to the extent that contribution is not permitted under Section
11(f) of the Act. In determining the amount of such contribution, there shall be considered the
parties’ relative knowledge and access to information concerning the matter with respect to which
the claim was asserted, the opportunity to correct and prevent any misstatement or omission, the
relative fault of the parties, and any other equitable considerations appropriate under the
circumstances; provided, however, that no Person guilty of fraudulent misrepresentation (within the
meaning of Section 11(f) of the 1933 Act) shall be entitled to contribution from any Person that
was not guilty of such fraudulent misrepresentation. For purposes of this Indemnification
Agreement, each Person, if any, that controls any Underwriter or the Redwood Entities within the
meaning of either the 1933 Act or the 1934 Act shall have the same rights to contribution as does
each Underwriter, the Redwood Entities, and each Person, if any, that controls ABN AMRO within the
meaning of either the 1933 Act or the 1934 Act and each director of ABN AMRO shall have the same
rights to contribution as ABN AMRO. Any party entitled to contribution will, promptly after
receipt of notice of commencement of any action, suit or proceeding against such party in respect
of which a claim for contribution may be made against another party or parties under this
paragraph, notify in writing such party or parties from whom contribution may be sought, but the
omission to so notify such party or parties shall not relieve the party or parties from whom
contribution may be sought from any other obligation it or they may have hereunder or otherwise
than under this paragraph.



     The agreements, indemnities and representations of the parties thereto contained herein or
made pursuant to this Agreement will remain in full force and effect, regardless of any
investigation, or statement as to the results thereof, made by or on behalf of any parties hereto
or any of the controlling persons referred to herein, and will survive the sale of the
Certificates.



     THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE UNITED
STATES OF AMERICA, AND, TO THE EXTENT NOT PREEMPTED THEREBY, THE LAWS OF THE STATE OF NEW YORK,
WITHOUT REFERENCE TO ITS CONFLICT OF LAW PROVISIONS (OTHER THAN SECTION 5-1401 OF THE GENERAL
OBLIGATIONS LAW), AND THE OBLIGATIONS, RIGHTS AND REMEDIES OF THE PARTIES HEREUNDER SHALL BE
DETERMINED IN ACCORDANCE WITH SUCH LAWS.



     This Agreement shall inure to the benefit of and be binding upon the parties hereto and their
successors and assignees and the controlling persons referred to herein, and no other person shall
have any right or obligation hereunder. Neither this Agreement nor any term hereof may be changed,
waived, discharged or terminated orally, but only by an instrument in writing signed by the party
against whom enforcement of the change, waiver, discharge or termination is sought. This Agreement
may be executed in counterparts, each of which when so executed and delivered shall be considered
an original, and all such counterparts shall constitute one and the same instrument.



5









 





     JURY WAIVER. EACH PARTY ACKNOWLEDGES THAT THE RIGHT OF TRIAL BY JURY IS A
CONSTITUTIONAL RIGHT, BUT ONE THAT MAY BE WAIVED. EACH PARTY, AFTER CONSULTING (OR HAVING HAD THE
OPPORTUNITY TO CONSULT) WITH LEGAL COUNSEL OF ITS CHOICE, KNOWINGLY AND VOLUNTARILY, FOR ITS OWN
BENEFIT, WAIVES ANY RIGHT TO TRIAL BY JURY IN THE EVENT OF LITIGATION IN ANY WAY RELATED TO THIS
AGREEMENT, PERFORMANCE THEREUNDER, AND/OR ENFORCEMENT THEREOF.



     Executed as of the day and year first above written.



	 	 	 	 	 
	 	 	ABN AMRO MORTGAGE GROUP, INC.
	 
	 	 	 	 
	 

	 	By:	 	 
	 

	 	 	 	 
	 

	 	 	 	Name:
	 

	 	 	 	Title:
	 
	 	 	 	 
	 	 	[DEPOSITOR]
	 
	 	 	 	 
	 

	 	By:	 	 
	 

	 	 	 	 
	 

	 	 	 	Name:
	 

	 	 	 	Title:
	 
	 	 	 	 
	 	 	[UNDERWRITER]
	 
	 	 	 	 
	 

	 	By:	 	 
	 

	 	 	 	 
	 

	 	 	 	Name:
	 

	 	 	 	Title:
	 
	 	 	 	 
	 	 	[OTHER UNDERWRITER]
	 
	 	 	 	 
	 

	 	By:	 	 
	 

	 	 	 	 
	 

	 	 	 	Name:
	 

	 	 	 	Title:
	 
	 	 	 	 





(CONTINUED ON FOLLOWING PAGE




6









 








	 	 	 	 	 
	 	 	[OTHER UNDERWRITER]
	 
	 	 	 	 
	 

	 	By:	 	 
	 

	 	 	 	 
	 

	 	 	 	Name:
	 

	 	 	 	Title:
	 
	 	 	 	 
	 	 	[          ], as Issuing Entity
	 
	 	 	 	 
	 	 	By: [TRUSTEE], not in its individual capacity but

solely as Trustee
	 
	 	 	 	 
	 

	 	By:	 	 
	 

	 	 	 	 
	 

	 	 	 	Name:
	 

	 	 	 	Title:
	 
	 	 	 	 
	 	 	RWT HOLDINGS, INC.
	 
	 	 	 	 
	 

	 	By:	 	 
	 

	 	 	 	 
	 

	 	 	 	Name:
	 

	 	 	 	Title:
	 
	 	 	 	 
	 	 	REDWOOD TRUST, INC.
	 
	 	 	 	 
	 

	 	By:	 	 
	 

	 	 	 	 
	 

	 	 	 	Name:
	 

	 	 	 	Title:






7









 






EXHIBIT A – ABN AMRO INFORMATION



[Information for this Exhibit to be supplied by Seller on a deal by deal basis]





8









 





EXHIBIT 8




Form of Bring Down Letter




[Purchaser’s Letterhead]



[Only good IF the date of closing of the
Securitization Transaction of the Mortgage
Loan occurs on or before the last Business
Day of the calendar month following the
calendar month of the related Closing Date
of the Mortgage Loan]




                    , 200___                                         



[Name of Seller]
[Address of Seller]





			
	                                        Re:	 	Master Mortgage Loan
Sale and Servicing

Agreement, dated as of
___, 200_





Ladies and Gentlemen:




     Reference is made to Section 11.24 of the referenced Master Mortgage Loan Sale and Servicing
Agreement, dated as of June 1, 2006 (the “Agreement”), between RWT Holdings, Inc., as
Purchaser and                     , as Seller. Capitalized terms used herein and not otherwise defined
have the meanings set forth in the Agreement.



     Pursuant to such Section 11.24, we hereby notify you that the representations and warranties
set forth in Section 6.01 of the Agreement with respect to the Mortgage Loans identified on Exhibit
A hereto are being made by you as of ___, 200___(the “Bring-Down Date”).



     This letter will be the only document evidencing your obligation to make the representations
and warranties set forth in Section 6.01 with respect to the Mortgage Loans identified on Exhibit A
hereto as of the Bring-Down Date. Reference is made to Section 6.03 of the Agreement for the
procedures to be followed by the parties to the Agreement in the event of any breach of a
representation and warranty and the remedies therefore.



	 	 	 	 	 	 	 
	 	 	Very truly yours,	 	 
	 	 	as Purchaser	 	 
	 

	 	By:	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	 	 	Name:	 	 






9









 






EXHIBIT 9




SERVICING CRITERIA TO BE ADDRESSED IN ASSESSMENT OF COMPLIANCE




     The assessment of compliance to be completed by a Primary Servicer:



	 	 	 	 	 
	 	 	 	 	Applicable
	Servicing Criteria	 	Servicing Criteria
	Reference	 	Criteria	 	 
	 

	 	General Servicing Considerations	 	 
	 
	 	 	 	 
	1122(d)(1)(i)

	 	Policies and procedures are instituted to monitor any performance or
other triggers and events of default in accordance with the transaction
agreements.
	 	Yes
	 
	 	 	 	 
	1122(d)(1)(ii)

	 	If any material servicing activities are outsourced to third
parties, policies and procedures are instituted to monitor the third
party’s performance and compliance with such servicing activities.
	 	Yes
	 
	 	 	 	 
	1122(d)(1)(iii)

	 	Any requirements in the transaction agreements to maintain a back-up
servicer for the mortgage loans are maintained.
	 	Yes
	 
	 	 	 	 
	1122(d)(1)(iv)

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

	 	Cash Collection and Administration	 	 
	 
	 	 	 	 
	1122(d)(2)(i)

	 	Payments on mortgage loans are deposited into the appropriate
custodial bank accounts and related bank clearing accounts no more than
two business days following receipt, or such other number of days
specified in the transaction agreements.
	 	Yes
	 
	 	 	 	 
	1122(d)(2)(ii)

	 	Disbursements made via wire transfer on behalf of an obligor or to
an investor are made only by authorized personnel.
	 	Yes
	 
	 	 	 	 
	1122(d)(2)(iii)

	 	Advances of funds or guarantees regarding collections, cash flows or
distributions, and any interest or other fees charged for such advances,
are made, reviewed and approved as specified in the transaction
agreements.
	 	Yes
	 
	 	 	 	 
	1122(d)(2)(iv)

	 	The related accounts for the transaction, such as cash reserve
accounts or accounts established as a form of overcollateralization, are
separately maintained (e.g., with respect to commingling of cash) as set
forth in the transaction agreements.
	 	Yes
	 
	 	 	 	 
	1122(d)(2)(v)

	 	Each custodial account is maintained at a federally insured
depository institution as set forth in the transaction agreements. For
purposes of this criterion, “federally insured depository institution”
with respect to a foreign financial institution means a foreign
financial institution that meets the requirements of Rule 13k-1(b)(1) of
the Securities Exchange Act.
	 	Yes
	 
	 	 	 	 
	1122(d)(2)(vi)

	 	Unissued checks are safeguarded so as to prevent unauthorized access.
	 	Yes
	 
	 	 	 	 
	1122(d)(2)(vii)

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






10









 






	 	 	 	 	 
	 	 	 	 	Applicable
	Servicing Criteria	 	Servicing Criteria
	Reference	 	Criteria	 	 
	 

	 	Investor Remittances and Reporting	 	 
	 
	 	 	 	 
	1122(d)(3)(i)

	 	Reports to investors, including those to be filed with the
Commission, are maintained in accordance with the transaction agreements
and applicable Commission requirements. Specifically, such reports (A)
are prepared in accordance with timeframes and other terms set forth in
the transaction agreements; (B) provide information calculated in
accordance with the terms specified in the transaction agreements; (C)
are filed with the Commission as required by its rules and regulations;
and (D) agree with investors’ or the trustee’s records as to the total
unpaid principal balance and number of mortgage loans serviced by the
Servicer.
	 	Yes
	 
	 	 	 	 
	1122(d)(3)(ii)

	 	Amounts due to investors are allocated and remitted in accordance
with timeframes, distribution priority and other terms set forth in the
transaction agreements.
	 	Yes
	 
	 	 	 	 
	1122(d)(3)(iii)

	 	Disbursements made to an investor are posted within two business
days to the Servicer’s investor records, or such other number of days
specified in the transaction agreements.
	 	Yes
	 
	 	 	 	 
	1122(d)(3)(iv)

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

	 	Pool Asset Administration	 	 
	 
	 	 	 	 
	1122(d)(4)(i)

	 	Collateral or security on mortgage loans is maintained as required
by the transaction agreements or related mortgage loan documents.
	 	Yes
	 
	 	 	 	 
	1122(d)(4)(ii)

	 	Mortgage loan and related documents are safeguarded as required by
the transaction agreements
	 	Yes
	 
	 	 	 	 
	1122(d)(4)(iii)

	 	Any additions, removals or substitutions to the asset pool are made,
reviewed and approved in accordance with any conditions or requirements
in the transaction agreements.
	 	Yes
	 
	 	 	 	 
	1122(d)(4)(iv)

	 	Payments on mortgage loans, including any payoffs, made in
accordance with the related mortgage loan documents are posted to the
Servicer’s obligor records maintained no more than two business days
after receipt, or such other number of days specified in the transaction
agreements, and allocated to principal, interest or other items (e.g.,
escrow) in accordance with the related mortgage loan documents.
	 	Yes
	 
	 	 	 	 
	1122(d)(4)(v)

	 	The Servicer’s records regarding the mortgage loans agree with the
Servicer’s records with respect to an obligor’s unpaid principal
balance.
	 	Yes
	 
	 	 	 	 
	1122(d)(4)(vi)

	 	Changes with respect to the terms or status of an obligor’s mortgage
loans (e.g., loan modifications or re-agings) are made reviewed and
approved by authorized personnel in accordance with the transaction
agreements and related pool asset documents.
	 	Yes
	 
	 	 	 	 
	1122(d)(4)(vii)

	 	Loss mitigation or recovery actions (e.g., forbearance plans,
modifications and deeds in lieu of foreclosure, foreclosures and
repossessions, as applicable) are initiated, conducted and concluded in
accordance with the timeframes or other requirements established by the
transaction agreements.
	 	Yes
	 
	 	 	 	 
	1122(d)(4)(viii)

	 	Records documenting collection efforts are maintained during the
period a mortgage loan is delinquent in accordance with the transaction
agreements. Such records are maintained on at least a monthly basis, or
such other period specified in the transaction agreements, and describe
the entity’s activities in monitoring delinquent mortgage loans
including, for example, phone calls, letters and payment rescheduling
plans in cases where delinquency is deemed temporary (e.g., illness or
unemployment).
	 	Yes
	 
	 	 	 	 
	1122(d)(4)(ix)

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






11









 






	 	 	 	 	 
	 	 	 	 	Applicable
	Servicing Criteria	 	Servicing Criteria
	Reference	 	Criteria	 	 
	1122(d)(4)(x)

	 	Regarding any funds held in trust for an obligor (such as escrow
accounts): (A) such funds are analyzed, in accordance with the obligor’s
mortgage loan documents, on at least an annual basis, or such other
period specified in the transaction agreements; (B) interest on such
funds is paid, or credited, to obligors in accordance with applicable
mortgage loan documents and state laws; and (C) such funds are returned
to the obligor within 30 calendar days of full repayment of the related
mortgage loans, or such other number of days specified in the
transaction agreements.
	 	Yes
	 
	 	 	 	 
	1122(d)(4)(xi)

	 	Payments made on behalf of an obligor (such as tax or insurance
payments) are made on or before the related penalty or expiration dates,
as indicated on the appropriate bills or notices for such payments,
provided that such support has been received by the servicer at least 30
calendar days prior to these dates, or such other number of days
specified in the transaction agreements.
	 	Yes
	 
	 	 	 	 
	1122(d)(4)(xii)

	 	Any late payment penalties in connection with any payment to be made
on behalf of an obligor are paid from the servicer’s funds and not
charged to the obligor, unless the late payment was due to the obligor’s
error or omission.
	 	Yes
	 
	 	 	 	 
	1122(d)(4)(xiii)

	 	Disbursements made on behalf of an obligor are posted within two
business days to the obligor’s records maintained by the servicer, or
such other number of days specified in the transaction agreements.
	 	Yes
	 
	 	 	 	 
	1122(d)(4)(xiv)

	 	Delinquencies, charge-offs and uncollectible accounts are
recognized and recorded in accordance with the transaction agreements.
	 	Yes
	 
	 	 	 	 
	1122(d)(4)(xv)

	 	Any external enhancement or other support, identified in Item
1114(a)(1) through (3) or Item 1115 of Regulation AB, is maintained as
set forth in the transaction agreements.
	 	No






12









 






EXHIBIT 10




ITEM 1122 FORM OF SERVICING ASSESSMENT



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



I,                     , the                      of [NAME OF SELLER], certify to
Purchaser. [MASTER SERVICER][DEPOSITOR] as follows:



(1) I am responsible for assessing compliance by ABN AMRO Mortgage Group, Inc.(“AAMG”), with the
with the servicing criteria of Item 1122(d) of Regulation AB applicable to it, set forth in the
Servicing Criteria to be Addressed in Assessment of Compliance annexed hereto as Exhibit A (the
“Servicing Criteria”);



(2) I used the criteria of Item 1122 (d) of Regulation AB to assess AAMG’s compliance with the
Servicing Criteria.



(3) For purposes of this certification, the following terms used in Exhibit A hereto shall have the
following meanings:



[Changes in (i), (ii), and (iii) are not really necessary, and are less accurate]





(i) Regarding 1122(d)(2)(iii), “related accounts” means one or more custodial accounts
maintained pursuant to the agreement or agreements to which Servicer is a party; and
“transaction agreements” means the agreement or agreements to which Servicer is a party.




	 	(ii)	 	Regarding 1122(d)(3)(i) through (iv), “Reports to investors”; “investor
reports” and “reports” each mean, where used, reports Servicer delivers to the Master
Servicer on behalf of the trust[Depositor?].
	 
	 	 	 	“investor” and “investors” each mean, where used, the Master Servicer on behalf of
the trust[Depositor?].
	 
	 	 	 	“transaction agreements” means, where used, agreements to which Servicer is a party.
	 
	 	(iii)	 	Regarding 1122(d)(3)(i) (C) and (D), Servicer has no knowledge of, and is not
responsible for, Commission filings, or books and records of others, such as trustees,
investors or Master Servicers.




(4) Based on my knowledge, it is my assessment that AAMG has complied with the Servicing Criteria
for the period ending the end of the fiscal year 200___(the “Applicable Period”); except for any
material instances of noncompliance disclosed on the Non-Compliance Disclosure attached hereto as
Exhibit B hereto.




13









 







(5) A registered public accounting firm has issued an attestation report on my assessment of
compliance with the Servicing Criteria as of and for the Applicable Period.



ABN AMRO MORTGAGE GROUP, INC




	 	 	 	 	 
	By:
	 	 	 	 
	 

	 	 

	 	 
	 
	 	 	 	 
	Name:
	 	 	 	 
	 

	 	 

	 	 
	 
	 	 	 	 
	Title:
	 	 	 	 
	 

	 	 

	 	 






14









 






EXHIBIT A

TO SERVICING ASSESSMENT

Dated                     , 200____



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




SERVICING CRITERIA TO BE ADDRESSED IN ASSESSMENT OF COMPLIANCE




     The assessment of compliance to be completed by a Primary Servicer:



	 	 	 	 	 
	 	 	 	 	Applicable
	Servicing Criteria	 	Servicing Criteria
	Reference	 	Criteria	 	 
	 

	 	General Servicing Considerations	 	 
	 
	 	 	 	 
	1122(d)(1)(i)

	 	Policies and procedures are instituted to monitor any performance or
other triggers and events of default in accordance with the transaction
agreements.
	 	Yes
	 
	 	 	 	 
	1122(d)(1)(ii)

	 	If any material servicing activities are outsourced to third
parties, policies and procedures are instituted to monitor the third
party’s performance and compliance with such servicing activities.
	 	Yes
	 
	 	 	 	 
	1122(d)(1)(iii)

	 	Any requirements in the transaction agreements to maintain a back-up
servicer for the mortgage loans are maintained.
	 	Yes
	 
	 	 	 	 
	1122(d)(1)(iv)

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

	 	Cash Collection and Administration	 	 
	 
	 	 	 	 
	1122(d)(2)(i)

	 	Payments on mortgage loans are deposited into the appropriate
custodial bank accounts and related bank clearing accounts no more than
two business days following receipt, or such other number of days
specified in the transaction agreements.
	 	Yes
	 
	 	 	 	 
	1122(d)(2)(ii)

	 	Disbursements made via wire transfer on behalf of an obligor or to
an investor are made only by authorized personnel.
	 	Yes
	 
	 	 	 	 
	1122(d)(2)(iii)

	 	Advances of funds or guarantees regarding collections, cash flows or
distributions, and any interest or other fees charged for such advances,
are made, reviewed and approved as specified in the transaction
agreements.
	 	Yes
	 
	 	 	 	 
	1122(d)(2)(iv)

	 	The related accounts for the transaction, such as cash reserve
accounts or accounts established as a form of overcollateralization, are
separately maintained (e.g., with respect to commingling of cash) as set
forth in the transaction agreements.
	 	Yes
	 
	 	 	 	 
	1122(d)(2)(v)

	 	Each custodial account is maintained at a federally insured
depository institution as set forth in the transaction agreements. For
purposes of this criterion, “federally insured depository institution”
with respect to a foreign financial institution means a foreign
financial institution that meets the requirements of Rule 13k-1(b)(1) of
the Securities Exchange Act.
	 	Yes
	 
	 	 	 	 
	1122(d)(2)(vi)

	 	Unissued checks are safeguarded so as to prevent unauthorized access.
	 	Yes






15









 






	 	 	 	 	 
	 	 	 	 	Applicable
	Servicing Criteria	 	Servicing Criteria
	Reference	 	Criteria	 	 
	1122(d)(2)(vii)

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

	 	Investor Remittances and Reporting	 	 
	 
	 	 	 	 
	1122(d)(3)(i)

	 	Reports to investors, including those to be filed with the
Commission, are maintained in accordance with the transaction agreements
and applicable Commission requirements. Specifically, such reports (A)
are prepared in accordance with timeframes and other terms set forth in
the transaction agreements; (B) provide information calculated in
accordance with the terms specified in the transaction agreements; (C)
are filed with the Commission as required by its rules and regulations;
and (D) agree with investors’ or the trustee’s records as to the total
unpaid principal balance and number of mortgage loans serviced by the
Servicer.
	 	Yes
	 
	 	 	 	 
	1122(d)(3)(ii)

	 	Amounts due to investors are allocated and remitted in accordance
with timeframes, distribution priority and other terms set forth in the
transaction agreements.
	 	Yes
	 
	 	 	 	 
	1122(d)(3)(iii)

	 	Disbursements made to an investor are posted within two business
days to the Servicer’s investor records, or such other number of days
specified in the transaction agreements.
	 	Yes
	 
	 	 	 	 
	1122(d)(3)(iv)

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

	 	Pool Asset Administration	 	 
	 
	 	 	 	 
	1122(d)(4)(i)

	 	Collateral or security on mortgage loans is maintained as required
by the transaction agreements or related mortgage loan documents.
	 	Yes
	 
	 	 	 	 
	1122(d)(4)(ii)

	 	Mortgage loan and related documents are safeguarded as required by
the transaction agreements
	 	Yes
	 
	 	 	 	 
	1122(d)(4)(iii)

	 	Any additions, removals or substitutions to the asset pool are made,
reviewed and approved in accordance with any conditions or requirements
in the transaction agreements.
	 	Yes
	 
	 	 	 	 
	1122(d)(4)(iv)

	 	Payments on mortgage loans, including any payoffs, made in
accordance with the related mortgage loan documents are posted to the
Servicer’s obligor records maintained no more than two business days
after receipt, or such other number of days specified in the transaction
agreements, and allocated to principal, interest or other items (e.g.,
escrow) in accordance with the related mortgage loan documents.
	 	Yes
	 
	 	 	 	 
	1122(d)(4)(v)

	 	The Servicer’s records regarding the mortgage loans agree with the
Servicer’s records with respect to an obligor’s unpaid principal
balance.
	 	Yes
	 
	 	 	 	 
	1122(d)(4)(vi)

	 	Changes with respect to the terms or status of an obligor’s mortgage
loans (e.g., loan modifications or re-agings) are made reviewed and
approved by authorized personnel in accordance with the transaction
agreements and related pool asset documents.
	 	Yes
	 
	 	 	 	 
	1122(d)(4)(vii)

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






16









 






	 	 	 	 	 
	 	 	 	 	Applicable
	Servicing Criteria	 	Servicing Criteria
	Reference	 	Criteria	 	 
	1122(d)(4)(viii)

	 	Records documenting collection efforts are maintained during the
period a mortgage loan is delinquent in accordance with the transaction
agreements. Such records are maintained on at least a monthly basis, or
such other period specified in the transaction agreements, and describe
the entity’s activities in monitoring delinquent mortgage loans
including, for example, phone calls, letters and payment rescheduling
plans in cases where delinquency is deemed temporary (e.g., illness or
unemployment).
	 	Yes
	 
	 	 	 	 
	1122(d)(4)(ix)

	 	Adjustments to interest rates or rates of return for mortgage loans
with variable rates are computed based on the related mortgage loan
documents.
	 	Yes
	 
	 	 	 	 
	1122(d)(4)(x)

	 	Regarding any funds held in trust for an obligor (such as escrow
accounts): (A) such funds are analyzed, in accordance with the obligor’s
mortgage loan documents, on at least an annual basis, or such other
period specified in the transaction agreements; (B) interest on such
funds is paid, or credited, to obligors in accordance with applicable
mortgage loan documents and state laws; and (C) such funds are returned
to the obligor within 30 calendar days of full repayment of the related
mortgage loans, or such other number of days specified in the
transaction agreements.
	 	Yes
	 
	 	 	 	 
	1122(d)(4)(xi)

	 	Payments made on behalf of an obligor (such as tax or insurance
payments) are made on or before the related penalty or expiration dates,
as indicated on the appropriate bills or notices for such payments,
provided that such support has been received by the servicer at least 30
calendar days prior to these dates, or such other number of days
specified in the transaction agreements.
	 	Yes
	 
	 	 	 	 
	1122(d)(4)(xii)

	 	Any late payment penalties in connection with any payment to be made
on behalf of an obligor are paid from the servicer’s funds and not
charged to the obligor, unless the late payment was due to the obligor’s
error or omission.
	 	Yes
	 
	 	 	 	 
	1122(d)(4)(xiii)

	 	Disbursements made on behalf of an obligor are posted within two
business days to the obligor’s records maintained by the servicer, or
such other number of days specified in the transaction agreements.
	 	Yes
	 
	 	 	 	 
	1122(d)(4)(xiv)

	 	Delinquencies, charge-offs and uncollectible accounts are
recognized and recorded in accordance with the transaction agreements.
	 	Yes
	 
	 	 	 	 
	1122(d)(4)(xv)

	 	Any external enhancement or other support, identified in Item
1114(a)(1) through (3) or Item 1115 of Regulation AB, is maintained as
set forth in the transaction agreements.
	 	No






17









 






EXHIBIT B

TO SERVICING ASSESSMENT

Dated                     , 200____



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




NONCOMPLIANCE DISCLOSURE




     The following are disclosures of AAMG noncompliance with the Servicing Criteria for the
Applicable Period:



[NONE, OR ITEMIZE IF APPLICABLE ]




18









 








EXHIBIT 11




FORM OF ANNUAL BACKUP CERTIFICATION



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



I,                                         , the                               
           of [NAME OF SELLER] (the
“Company”), hereby certify to RWT Holdings, Inc, [DEPOSITOR] and [MASTER SERVICER], with the
knowledge and intent that they will rely upon this certification, that:



(1) I have reviewed the servicer compliance statement of Seller provided in accordance with Item
1123 of Regulation AB (the “Compliance Statement”), the report on assessment of Seller’s compliance
with the servicing criteria set forth in Item 1122(d) of Regulation AB (the “Servicing Criteria”),
provided in accordance with Rules 13a-18 and 15d-18 under Securities Exchange Act of 1934, as
amended (the “Exchange Act”) and Item 1122(a) of Regulation AB (the “Servicing Assessment”), the
registered public accounting firm’s attestation report provided in accordance with Rules 13a-18 and
15d-18 under the Exchange Act and Section 1122(b) of Regulation AB (the “Attestation Report”), and
all servicing reports and officer certificates related to the servicing of the Mortgage Loans
during 200___, that were delivered pursuant to the Agreement (collectively, the “Company Servicing
Information”);



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



(3) Based on my knowledge, all of the Company Servicing Information required to be provided by the
Company under the Agreement has been provided to the [DEPOSITOR], [MASTER SERVICER][SECURITIES
ADMINISTRATOR][TRUSTEE];



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



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




19









 







[DEPOSITOR][MASTER SERVICER]. Any material instances of noncompliance with the Agreement and any
Reconstitution Agreement and any material instances of noncompliance with the Servicing Criteria
have been disclosed in such reports.




     ABN AMRO MORTGAGE GROUP, INC.



	 	 	 	 	 	 	 	 	 
	By:
	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	 	 	 
	Name:
	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	 	 	 
	Title:

	 	 	 	Date:	 	 	 	 
	 

	 	 
	 	 	 	 	 	 





20









 





ABN
AMRO — SEQUOIA TO TRUSTEE

ASSIGNMENT, ASSUMPTION AND RECOGNITION AGREEMENT




For




Master Mortgage Loan Sale and Servicing Agreement




     THIS ASSIGNMENT, ASSUMPTION AND RECOGNITION AGREEMENT, dated as of March 30, 2007 (the
“Assignment”), is entered into among Sequoia Residential Funding, Inc. (the “Assignor”), ABN AMRO
Mortgage Group, Inc., Inc., as the seller and servicer (the “Company”), and HSBC Bank USA, National
Association (“HSBC Bank”) as Trustee under a Pooling and Servicing Agreement dated as of March 1,
2007 (the “Pooling and Servicing Agreement”), among the Assignor, as Depositor, HSBC Bank (in such
Trustee capacity, the “Assignee”) and Wells Fargo Bank, N. A., as Master Servicer and Securities
Administrator.



RECITALS





WHEREAS, RWT Holdings, Inc. (“RWT”) and the Company have entered into a certain Master Mortgage
Loan Sale & Servicing Agreement, dated as of July 1, 2006 (the “Master Mortgage Loan Sale and
Servicing Agreement”), and pursuant to the terms of commitment letter(s) issued under the Master
Mortgage Loan Sale and Servicing Agreement and listed in Appendix A hereto RWT has
acquired from the Company certain Mortgage Loans (the “Mortgage Loans”) and the Company has
agreed to service such Mortgage Loans; and



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



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



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



     1. Assignment and Assumption.



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




21









 






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



     2. Recognition of the Assignee.




From and after the date hereof, subject to Section 3 below, the Company shall recognize the
Assignee as the holder of the rights and benefits of the Purchaser with respect to the Specified
Mortgage Loans and the Company will service the Specified Mortgage Loans for the Assignee
pursuant to the Master Mortgage Loan Sale and Servicing Agreement, which is incorporated herein,
as amended hereby, with the Assignee as Purchaser thereunder. It is the intention of the
parties hereto that this Assignment will be binding upon and for the benefit of the respective
successors and assigns of the parties hereto.



     3. Assignor’s Continuing Rights and Responsibilities.




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



          Master Mortgage Loan Sale and Servicing Agreement:




	 	 	 
	Section	 	Matter
	6.03, 1st and
2nd¶’s

	 	(a) Remedies for Breach of
Representations and Warranties.
	 
	 	 
	6.05

	 	(b) Early Payment Default.
	 
	 	 
	11.01,
2nd¶

	 	(c) Seller to Act as Servicer.
	 
	 	 
	11.02

	 	(d) Liquidation of Mortgage Loans.
	 
	 	 
	11.13,
3rd¶

	 	(e) Title, Management and Disposition of REO Property.
	 
	 	 
	11.18

	 	(f) Assumption Agreements.
	 
	 	 
	11.22

	 	(g) Seller Shall Provide Access and Information as
Reasonably Required.
	 
	 	 
	12.01

	 	(h) Indemnification; Third Party Claims.
	 
	 	 
	12.04

	 	(i) Seller Not to Resign.






22









 







In addition, the Company agrees to furnish to the Assignor as well as the Assignee and the
Master Servicer copies of reports, notices, statements and other communications required to be
delivered by the Company pursuant to any of the sections of the Agreement referred to above and
under the following sections, at the times therein specified:



          Master Mortgage Loan Sale and Servicing Agreement:




	 	 	 
	Section	 	 
	11.09
	 	(a) Transfer of Accounts.
	 
	 	 
	11.16
	 	(b) Statements to Purchaser.
	 
	 	 
	11A.04
	 	(c) Servicer Compliance Statement.
	 
	 	 
	11A.05
	 	(d)  Report on Assessment of Compliance and Attestation.






     4. Amendments to the Agreement.




     The Agreement is hereby amended as set forth in Appendix B hereto with respect to
the Specified Loans.



     5. Representations and Warranties.




     (a) The Assignee represents and warrants that it is a sophisticated investor able to
evaluate the risks and merits of the transactions contemplated hereby, and that it has not
relied in connection therewith upon any statements or representations of the Company or the
Assignor other than those contained in the Agreement or this Assignment.




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




     (c) Each of the parties hereto represents and warrants that this Assignment has been duly
authorized, executed and delivered by it and (assuming due authorization, execution and delivery
thereof by each of the other parties hereto) constitutes its legal, valid and binding
obligation, enforceable against it in accordance with its terms, except as such enforcement may
be limited by bankruptcy, insolvency, reorganization or other similar laws affecting the
enforcement of creditors’ rights generally and by general equitable principles (regardless of
whether such enforcement is considered in a proceeding in equity or at law).



23









 





     6. Wire Instructions.



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


Wells Fargo Bank, NA

San Francisco, CA

ABA# 121-000-248

Acct# 3970771416

Acct Name: SAS Clearing

FFC: 50996600




     7. Continuing Effect.




Except as contemplated hereby, the Agreement shall remain in full force and effect in accordance
with its terms. This Assignment constitutes a Reconstitution Agreement as defined in the Master
Mortgage Loan Sale and Servicing Agreement and the Reconstitution Date shall be the date hereof
with respect to the Specified Mortgage Loans listed on Exhibit I on the date hereof.



     8. Governing Law.




This Assignment and the rights and obligations hereunder shall be governed by and construed in
accordance with the laws of the United States of America, and to the extent not preempted
thereby, the laws of the State of Michigan, without regard to the choice of law rules of
Michigan or any other jurisdiction.



     9. Notices.




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



     If to the Assignor:



Sequoia Residential Funding, Inc.




One Belvedere Place, Suite 330




Mill Valley, CA 94941




     If to the Assignee:



HSBC Bank USA, National Association




452 Fifth Avenue




New York, NY 10018





or to such other address as may hereafter be furnished by the Assignor or Assignee to the other
parties in accordance with the provisions of the Agreement.



24









 





     10. Counterparts.




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



     11. Definitions.




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



     12. Master Servicer.



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




Wells Fargo Bank, N. A.

P.O. Box 98

Columbia, Maryland 21046

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

Attention: Sequoia Mortgage Trust 2007-1





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



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




     13. Successors and Assigns.



     Upon a transfer of the Specified Mortgage Loans by the Assignee (other than in respect of
repurchases pursuant to Section 5.03 or Section 6.03 of the Agreement) to a buyer (“buyer”),
such transfer shall constitute a Reconstitution subject to the terms of Section 11.24 of the
Agreement. Upon the closing of such transfer, the rights and obligations of the Purchaser
retained by the Assignor pursuant to this Assignment shall automatically terminate and the buyer
shall be deemed to possess all of the rights and obligations of the Purchaser under the
Agreement, provided, however, that the Assignor shall remain liable for any obligations as
Purchaser arising from or attributable to the period from the date hereof to the closing date of
such transfer.



25









 





[remainder of page intentionally left blank]




26









 









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



	 	 	 	 	 	 	 
	 	 	ASSIGNOR:	 	 
	 
	 	 	 	 	 	 
	 	 	SEQUOIA RESIDENTIAL FUNDING, INC.	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	Name:	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	Title:	 	 	 	 
	 

	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	 	 	ASSIGNEE:	 	 
	 
	 	 	 	 	 	 
	 	 	HSBC BANK USA, NATIONAL	 	 
	 
	 	 	 	 	 	 
	 	 	ASSOCIATION	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	Name:	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	Title:	 	 	 	 
	 

	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	 	 	COMPANY:	 	 
	 
	 	 	 	 	 	 
	 	 	ABN AMRO MORTGAGE GROUP, INC.	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	Name:	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	Title:	 	 	 	 
	 

	 	 	 	 	 	 





27









 






APPENDIX A




Commitment Letter(s) Dates




January 30, 2007




February 5, 2007




March 1, 2007





28









 








EXHIBIT I




 









 








APPENDIX B




     1. Item (i) in the definition of “Eligible Account” in SECTION 1 of the Agreement is hereby
deleted in its entirety and replaced with the following:



     “Eligible Account: Any of (i) an account or accounts maintained with a federal or
state chartered depository institution or trust company the short-term unsecured debt obligations
of which (or, in the case of a depository institution or trust company that is the principal
subsidiary of a holding company, the debt obligations of such holding company) have the highest
short-term ratings of each Rating Agency at the time any amounts held on deposit therein,”



     2. The definition of “Business Day” in Section 1 of the Agreement is hereby deleted in its
entirety and replaced with the following:




“Business Day: Any day other than a Saturday or Sunday, or a day on which banking
and savings and loan institutions in (i) Maryland or Minnesota, (ii) in the state where the
Company is located or (iii) in the state where the Custodial Account is maintained, are
authorized or obligated by law or executive order to be closed.”



     3. The definition of “Master Servicer” in Section 1 of the Agreement is hereby deleted in its
entirety and replaced with the following:




“Master Servicer: Wells Fargo Bank, National Association, or its successors in
interest.”



     4. The definition of “Servicing Fee Rate” is hereby deleted in its entirety and replaced with
the following:




“Servicing Fee Rate: The per annum rate at which the Servicing Fee accrues, which
rate with respect to each Serviced Loan is 0.375%.”



     5. Section 6.01 of the Agreement is hereby modified by adding the following:




“(zz) No Mortgage Loan was originated on or after October 1, 2002 and prior to March 7,
2003, which is secured by property located in the State of Georgia. No Mortgage Loan was
originated on or after March 7, 2003 which is a “high cost home loan” as defined under the
Georgia Fair Lending Act, which became effective October 1, 2002.

(aaa) No Mortgage Loan contains prepayment penalties that extend beyond five years after
the date of origination.”



     6. Section 13.01(a) of the Agreement is hereby modified by deleting the words “five (5)
Business Days” and replacing them with the words “one (1) Business Day” .



 









 





     7. A new Section 31 is hereby added to the Agreement as follows:



     “SECTION 31. Monthly Reports. On or before the tenth (10th) calendar day of
each month, the Company shall furnish to the Master Servicer, in mutually agreeable
electronic format and as to the latest Due Period, the monthly remittance information, the
delinquency and default information and the realized loss information. The information to
be provided in each case shall be in such forms as the parties have previously agreed upon,
which forms are attached hereto as Exhibit 1, or as the parties may hereafter agree upon.”




 









 








EXHIBIT 1




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	loaSellerLoanNo	 	brwlastname	 	loaOriginalBalance	 	 	loaCurrentBalance	 	 	CutoffDate	 	 	servicer	 	originator
	654572894
	 	ZAIMES	 	 	595,000.00	 	 	 	594,462.12	 	 	 	3/1/2007	 	 	ABN AMRO	 	ABN AMRO
	654697872
	 	INGOLDSBY	 	 	1,000,000.00	 	 	 	1,000,000.00	 	 	 	3/1/2007	 	 	ABN AMRO	 	ABN AMRO
	651852886
	 	KELLY	 	 	635,000.00	 	 	 	584,987.91	 	 	 	3/1/2007	 	 	ABN AMRO	 	ABN AMRO
	652180011
	 	WILSON	 	 	450,000.00	 	 	 	444,211.07	 	 	 	3/1/2007	 	 	ABN AMRO	 	ABN AMRO
	654100928
	 	MARTOCCI	 	 	188,000.00	 	 	 	187,948.10	 	 	 	3/1/2007	 	 	ABN AMRO	 	ABN AMRO
	654682693
	 	TASSINARI	 	 	640,000.00	 	 	 	640,000.00	 	 	 	3/1/2007	 	 	ABN AMRO	 	ABN AMRO
	648879881
	 	BASILE	 	 	386,100.00	 	 	 	376,806.43	 	 	 	3/1/2007	 	 	ABN AMRO	 	ABN AMRO
	648968457
	 	AHEARN	 	 	225,000.00	 	 	 	218,948.01	 	 	 	3/1/2007	 	 	ABN AMRO	 	ABN AMRO
	650089388
	 	GROOMS	 	 	598,000.00	 	 	 	584,433.14	 	 	 	3/1/2007	 	 	ABN AMRO	 	ABN AMRO
	652151492
	 	JHANJEE	 	 	650,000.00	 	 	 	637,137.86	 	 	 	3/1/2007	 	 	ABN AMRO	 	ABN AMRO
	653192426
	 	CHANG	 	 	524,000.00	 	 	 	519,316.30	 	 	 	3/1/2007	 	 	ABN AMRO	 	ABN AMRO
	650377844
	 	O'LEARY	 	 	508,800.00	 	 	 	508,424.69	 	 	 	3/1/2007	 	 	ABN AMRO	 	ABN AMRO
	651811465
	 	PETOLINO	 	 	269,950.00	 	 	 	266,521.18	 	 	 	3/1/2007	 	 	ABN AMRO	 	ABN AMRO
	654475419
	 	AMBRO	 	 	495,000.00	 	 	 	495,000.00	 	 	 	3/1/2007	 	 	ABN AMRO	 	ABN AMRO
	654889442
	 	DEROSE	 	 	220,000.00	 	 	 	220,000.00	 	 	 	3/1/2007	 	 	ABN AMRO	 	ABN AMRO
	654886245
	 	GOSKI	 	 	1,605,000.00	 	 	 	1,605,000.00	 	 	 	3/1/2007	 	 	ABN AMRO	 	ABN AMRO
	652261850
	 	STEELE	 	 	556,000.00	 	 	 	549,901.62	 	 	 	3/1/2007	 	 	ABN AMRO	 	ABN AMRO
	550212137
	 	Schwartz	 	 	525,000.00	 	 	 	524,983.70	 	 	 	3/1/2007	 	 	ABN AMRO	 	ABN AMRO
	652554810
	 	LEADER	 	 	378,000.00	 	 	 	374,317.65	 	 	 	3/1/2007	 	 	ABN AMRO	 	ABN AMRO
	652080931
	 	GIAMELLI	 	 	277,000.00	 	 	 	273,518.26	 	 	 	3/1/2007	 	 	ABN AMRO	 	ABN AMRO
	651965109
	 	NEMIROFF	 	 	800,000.00	 	 	 	800,000.00	 	 	 	3/1/2007	 	 	ABN AMRO	 	ABN AMRO
	654720223
	 	BERK	 	 	1,473,750.00	 	 	 	1,473,750.00	 	 	 	3/1/2007	 	 	ABN AMRO	 	ABN AMRO
	654902290
	 	DECKER	 	 	616,000.00	 	 	 	615,606.40	 	 	 	3/1/2007	 	 	ABN AMRO	 	ABN AMRO
	654851368
	 	BODY	 	 	581,250.00	 	 	 	581,250.00	 	 	 	3/1/2007	 	 	ABN AMRO	 	ABN AMRO
	652225398
	 	PETTE, JR	 	 	334,000.00	 	 	 	330,147.71	 	 	 	3/1/2007	 	 	ABN AMRO	 	ABN AMRO
	651614821
	 	DOWD	 	 	420,000.00	 	 	 	414,768.74	 	 	 	3/1/2007	 	 	ABN AMRO	 	ABN AMRO
	654580510
	 	MALONEY	 	 	618,400.00	 	 	 	618,400.00	 	 	 	3/1/2007	 	 	ABN AMRO	 	ABN AMRO
	654521665
	 	PIETTE	 	 	958,000.00	 	 	 	957,590.42	 	 	 	3/1/2007	 	 	ABN AMRO	 	ABN AMRO
	648867832
	 	AGEE	 	 	250,000.00	 	 	 	250,000.00	 	 	 	3/1/2007	 	 	ABN AMRO	 	ABN AMRO
	652432468
	 	NAPPI, II	 	 	161,900.00	 	 	 	160,381.74	 	 	 	3/1/2007	 	 	ABN AMRO	 	ABN AMRO
	654765147
	 	RABAUER	 	 	519,000.00	 	 	 	518,519.31	 	 	 	3/1/2007	 	 	ABN AMRO	 	ABN AMRO
	651793394
	 	SCHREIBER	 	 	280,800.00	 	 	 	280,800.00	 	 	 	3/1/2007	 	 	ABN AMRO	 	ABN AMRO
	651585314
	 	CARROW	 	 	540,000.00	 	 	 	537,882.93	 	 	 	3/1/2007	 	 	ABN AMRO	 	ABN AMRO
	652012687
	 	HERRING	 	 	240,000.00	 	 	 	239,301.51	 	 	 	3/1/2007	 	 	ABN AMRO	 	ABN AMRO
	651851783
	 	RAMOS	 	 	504,850.00	 	 	 	494,676.12	 	 	 	3/1/2007	 	 	ABN AMRO	 	ABN AMRO
	652278132
	 	REZEK	 	 	608,000.00	 	 	 	607,946.06	 	 	 	3/1/2007	 	 	ABN AMRO	 	ABN AMRO
	653109721
	 	MALLICK	 	 	520,000.00	 	 	 	519,503.22	 	 	 	3/1/2007	 	 	ABN AMRO	 	ABN AMRO
	654900959
	 	AHMED	 	 	999,950.00	 	 	 	999,950.00	 	 	 	3/1/2007	 	 	ABN AMRO	 	ABN AMRO
	654737379
	 	SHAFFI	 	 	582,000.00	 	 	 	582,000.00	 	 	 	3/1/2007	 	 	ABN AMRO	 	ABN AMRO
	649569467
	 	PRINCE	 	 	262,000.00	 	 	 	261,962.63	 	 	 	3/1/2007	 	 	ABN AMRO	 	ABN AMRO
	654891195
	 	GRIFFIN	 	 	520,000.00	 	 	 	520,000.00	 	 	 	3/1/2007	 	 	ABN AMRO	 	ABN AMRO
	652164339
	 	BARNES	 	 	469,550.00	 	 	 	469,550.00	 	 	 	3/1/2007	 	 	ABN AMRO	 	ABN AMRO
	652271738
	 	GODFREY	 	 	440,000.00	 	 	 	440,000.00	 	 	 	3/1/2007	 	 	ABN AMRO	 	ABN AMRO
	652370146
	 	BRENNAN	 	 	650,000.00	 	 	 	650,000.00	 	 	 	3/1/2007	 	 	ABN AMRO	 	ABN AMRO
	651745293
	 	ISAYIW	 	 	491,750.00	 	 	 	491,549.27	 	 	 	3/1/2007	 	 	ABN AMRO	 	ABN AMRO
	652122895
	 	GAFFNEY JR.	 	 	558,000.00	 	 	 	551,460.35	 	 	 	3/1/2007	 	 	ABN AMRO	 	ABN AMRO
	654889829
	 	HEINTZ JR.	 	 	725,000.00	 	 	 	725,000.00	 	 	 	3/1/2007	 	 	ABN AMRO	 	ABN AMRO
	652163942
	 	KAZMIERSKI	 	 	511,200.00	 	 	 	511,200.00	 	 	 	3/1/2007	 	 	ABN AMRO	 	ABN AMRO
	651990246
	 	CHERRY	 	 	772,000.00	 	 	 	761,564.45	 	 	 	3/1/2007	 	 	ABN AMRO	 	ABN AMRO
	651821445
	 	HUGGINS	 	 	896,250.00	 	 	 	711,250.00	 	 	 	3/1/2007	 	 	ABN AMRO	 	ABN AMRO
	652166876
	 	HAUCK	 	 	579,900.00	 	 	 	579,861.33	 	 	 	3/1/2007	 	 	ABN AMRO	 	ABN AMRO
	652018865
	 	SCHALL	 	 	705,000.00	 	 	 	704,699.78	 	 	 	3/1/2007	 	 	ABN AMRO	 	ABN AMRO
	652137621
	 	MURPHY	 	 	520,000.00	 	 	 	520,000.00	 	 	 	3/1/2007	 	 	ABN AMRO	 	ABN AMRO
	652386598
	 	HURTADO	 	 	490,000.00	 	 	 	489,999.99	 	 	 	3/1/2007	 	 	ABN AMRO	 	ABN AMRO
	649287821
	 	CASTANEDA	 	 	272,000.00	 	 	 	271,566.41	 	 	 	3/1/2007	 	 	ABN AMRO	 	ABN AMRO
	651916472
	 	RIBBLE	 	 	477,500.00	 	 	 	296,236.62	 	 	 	3/1/2007	 	 	ABN AMRO	 	ABN AMRO
	651920786
	 	ATTAI	 	 	583,850.00	 	 	 	583,850.00	 	 	 	3/1/2007	 	 	ABN AMRO	 	ABN AMRO
	648778516
	 	HERNANDEZ	 	 	290,850.00	 	 	 	290,850.00	 	 	 	3/1/2007	 	 	ABN AMRO	 	ABN AMRO
	652400288
	 	LAURO	 	 	639,200.00	 	 	 	639,074.66	 	 	 	3/1/2007	 	 	ABN AMRO	 	ABN AMRO






 









 






	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	loaSellerLoanNo	 	brwlastname	 	loaOriginalBalance	 	 	loaCurrentBalance	 	 	CutoffDate	 	 	servicer	 	originator
	649393820
	 	FEILER	 	 	449,350.00	 	 	 	448,717.35	 	 	 	3/1/2007	 	 	ABN AMRO	 	ABN AMRO
	649367657
	 	DOLSEY	 	 	480,000.00	 	 	 	465,010.57	 	 	 	3/1/2007	 	 	ABN AMRO	 	ABN AMRO
	652785864
	 	MUMPOWER	 	 	417,000.00	 	 	 	417,000.00	 	 	 	3/1/2007	 	 	ABN AMRO	 	ABN AMRO
	653674715
	 	DONVITO	 	 	214,800.00	 	 	 	214,800.00	 	 	 	3/1/2007	 	 	ABN AMRO	 	ABN AMRO
	654882800
	 	KIELWASSER	 	 	551,920.00	 	 	 	551,920.00	 	 	 	3/1/2007	 	 	ABN AMRO	 	ABN AMRO
	651772311
	 	GODWIN	 	 	417,000.00	 	 	 	410,082.36	 	 	 	3/1/2007	 	 	ABN AMRO	 	ABN AMRO
	654463391
	 	HELMINK	 	 	1,320,150.00	 	 	 	1,320,150.00	 	 	 	3/1/2007	 	 	ABN AMRO	 	ABN AMRO
	654586732
	 	MOSER	 	 	750,000.00	 	 	 	749,999.75	 	 	 	3/1/2007	 	 	ABN AMRO	 	ABN AMRO
	650317987
	 	STEPHENSON	 	 	229,500.00	 	 	 	229,500.00	 	 	 	3/1/2007	 	 	ABN AMRO	 	ABN AMRO
	654879166
	 	WHEELER	 	 	760,000.00	 	 	 	760,000.00	 	 	 	3/1/2007	 	 	ABN AMRO	 	ABN AMRO
	654842743
	 	GULLICKSON	 	 	524,000.00	 	 	 	524,000.00	 	 	 	3/1/2007	 	 	ABN AMRO	 	ABN AMRO
	652167753
	 	NODLAND	 	 	520,450.00	 	 	 	520,395.81	 	 	 	3/1/2007	 	 	ABN AMRO	 	ABN AMRO
	652181078
	 	CORTNER	 	 	553,000.00	 	 	 	552,999.94	 	 	 	3/1/2007	 	 	ABN AMRO	 	ABN AMRO
	655138812
	 	BORCHERS	 	 	520,000.00	 	 	 	519,518.38	 	 	 	3/1/2007	 	 	ABN AMRO	 	ABN AMRO
	652155680
	 	BRYAN, JR	 	 	505,000.00	 	 	 	505,000.00	 	 	 	3/1/2007	 	 	ABN AMRO	 	ABN AMRO
	654913590
	 	LIPSMEYER	 	 	585,000.00	 	 	 	585,000.00	 	 	 	3/1/2007	 	 	ABN AMRO	 	ABN AMRO
	652409562
	 	GORLING	 	 	625,000.00	 	 	 	625,000.00	 	 	 	3/1/2007	 	 	ABN AMRO	 	ABN AMRO
	654775935
	 	MORRISON	 	 	500,000.00	 	 	 	500,000.00	 	 	 	3/1/2007	 	 	ABN AMRO	 	ABN AMRO
	651840983
	 	EVERT	 	 	613,450.00	 	 	 	613,450.00	 	 	 	3/1/2007	 	 	ABN AMRO	 	ABN AMRO
	649267929
	 	HARPER	 	 	595,000.00	 	 	 	580,303.01	 	 	 	3/1/2007	 	 	ABN AMRO	 	ABN AMRO
	652268880
	 	BOND	 	 	925,000.00	 	 	 	925,000.00	 	 	 	3/1/2007	 	 	ABN AMRO	 	ABN AMRO
	652397001
	 	IANNOTTI	 	 	1,111,550.00	 	 	 	1,111,330.26	 	 	 	3/1/2007	 	 	ABN AMRO	 	ABN AMRO
	649679277
	 	BLOUGH	 	 	250,000.00	 	 	 	250,000.00	 	 	 	3/1/2007	 	 	ABN AMRO	 	ABN AMRO
	654633900
	 	ROBINSON	 	 	1,400,000.00	 	 	 	1,400,000.00	 	 	 	3/1/2007	 	 	ABN AMRO	 	ABN AMRO
	652145368
	 	CURETON	 	 	495,300.00	 	 	 	495,292.66	 	 	 	3/1/2007	 	 	ABN AMRO	 	ABN AMRO
	654815487
	 	CLINTON, JR	 	 	429,500.00	 	 	 	429,500.00	 	 	 	3/1/2007	 	 	ABN AMRO	 	ABN AMRO
	652141079
	 	BELANS	 	 	787,500.00	 	 	 	787,500.00	 	 	 	3/1/2007	 	 	ABN AMRO	 	ABN AMRO
	651721353
	 	NONES	 	 	472,000.00	 	 	 	464,257.62	 	 	 	3/1/2007	 	 	ABN AMRO	 	ABN AMRO
	651956200
	 	DETLEFSEN	 	 	612,000.00	 	 	 	612,000.00	 	 	 	3/1/2007	 	 	ABN AMRO	 	ABN AMRO
	654813555
	 	HARMAN, JR.	 	 	999,000.00	 	 	 	997,980.84	 	 	 	3/1/2007	 	 	ABN AMRO	 	ABN AMRO
	652192059
	 	FLANAGAN	 	 	209,000.00	 	 	 	205,112.35	 	 	 	3/1/2007	 	 	ABN AMRO	 	ABN AMRO
	654792969
	 	FITZPATRICK	 	 	732,700.00	 	 	 	732,700.00	 	 	 	3/1/2007	 	 	ABN AMRO	 	ABN AMRO
	651874109
	 	ADELMAN	 	 	636,000.00	 	 	 	635,844.31	 	 	 	3/1/2007	 	 	ABN AMRO	 	ABN AMRO
	652361305
	 	BAILEY	 	 	540,000.00	 	 	 	540,000.00	 	 	 	3/1/2007	 	 	ABN AMRO	 	ABN AMRO
	654888566
	 	COLLINS	 	 	490,000.00	 	 	 	490,000.00	 	 	 	3/1/2007	 	 	ABN AMRO	 	ABN AMRO
	653670345
	 	LACORTE	 	 	398,200.00	 	 	 	395,899.19	 	 	 	3/1/2007	 	 	ABN AMRO	 	ABN AMRO
	652655696
	 	WILEY	 	 	119,000.00	 	 	 	119,000.00	 	 	 	3/1/2007	 	 	ABN AMRO	 	ABN AMRO
	651515810
	 	NEGRI	 	 	394,900.00	 	 	 	394,900.00	 	 	 	3/1/2007	 	 	ABN AMRO	 	ABN AMRO
	648843003
	 	JONES	 	 	600,000.00	 	 	 	190,569.42	 	 	 	3/1/2007	 	 	ABN AMRO	 	ABN AMRO
	649060407
	 	ZEARO	 	 	494,000.00	 	 	 	494,000.00	 	 	 	3/1/2007	 	 	ABN AMRO	 	ABN AMRO
	649010155
	 	RUBY	 	 	387,900.00	 	 	 	386,268.84	 	 	 	3/1/2007	 	 	ABN AMRO	 	ABN AMRO
	654992870
	 	RANDALL	 	 	440,000.00	 	 	 	440,000.00	 	 	 	3/1/2007	 	 	ABN AMRO	 	ABN AMRO
	654587378
	 	GARCIA	 	 	205,000.00	 	 	 	205,000.00	 	 	 	3/1/2007	 	 	ABN AMRO	 	ABN AMRO
	649208847
	 	MILGRIM	 	 	650,000.00	 	 	 	649,999.36	 	 	 	3/1/2007	 	 	ABN AMRO	 	ABN AMRO
	648960006
	 	RODRIGUEZ	 	 	456,800.00	 	 	 	456,800.00	 	 	 	3/1/2007	 	 	ABN AMRO	 	ABN AMRO
	651553500
	 	WEISMANTLE	 	 	862,500.00	 	 	 	862,442.02	 	 	 	3/1/2007	 	 	ABN AMRO	 	ABN AMRO
	649281778
	 	GIES	 	 	436,500.00	 	 	 	426,516.77	 	 	 	3/1/2007	 	 	ABN AMRO	 	ABN AMRO
	649541044
	 	GLAZE	 	 	500,000.00	 	 	 	487,264.94	 	 	 	3/1/2007	 	 	ABN AMRO	 	ABN AMRO
	654696381
	 	COHEN	 	 	750,000.00	 	 	 	749,893.45	 	 	 	3/1/2007	 	 	ABN AMRO	 	ABN AMRO
	648987392
	 	CHAPMAN	 	 	476,000.00	 	 	 	476,000.00	 	 	 	3/1/2007	 	 	ABN AMRO	 	ABN AMRO
	649344396
	 	DAVENPORT	 	 	450,000.00	 	 	 	438,538.96	 	 	 	3/1/2007	 	 	ABN AMRO	 	ABN AMRO
	649166299
	 	DIPIERRO	 	 	264,000.00	 	 	 	229,999.25	 	 	 	3/1/2007	 	 	ABN AMRO	 	ABN AMRO
	654841456
	 	MOTTO	 	 	175,000.00	 	 	 	175,000.00	 	 	 	3/1/2007	 	 	ABN AMRO	 	ABN AMRO
	648912882
	 	HOLMES	 	 	604,000.00	 	 	 	604,000.00	 	 	 	3/1/2007	 	 	ABN AMRO	 	ABN AMRO
	649201214
	 	BLANCHARD	 	 	375,000.00	 	 	 	374,469.16	 	 	 	3/1/2007	 	 	ABN AMRO	 	ABN AMRO
	649387833
	 	BRIGNOLE	 	 	440,000.00	 	 	 	428,976.82	 	 	 	3/1/2007	 	 	ABN AMRO	 	ABN AMRO
	649513302
	 	PEDONE	 	 	270,000.00	 	 	 	269,999.97	 	 	 	3/1/2007	 	 	ABN AMRO	 	ABN AMRO
	649244716
	 	JOHNSON	 	 	524,000.00	 	 	 	511,466.02	 	 	 	3/1/2007	 	 	ABN AMRO	 	ABN AMRO
	649412026
	 	MANHEIM	 	 	650,000.00	 	 	 	636,224.92	 	 	 	3/1/2007	 	 	ABN AMRO	 	ABN AMRO






 









 






	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	loaSellerLoanNo	 	brwlastname	 	loaOriginalBalance	 	 	loaCurrentBalance	 	 	CutoffDate	 	 	servicer	 	originator
	654373245
	 	DOVARRO	 	 	423,000.00	 	 	 	423,000.00	 	 	 	3/1/2007	 	 	ABN AMRO	 	ABN AMRO
	649443250
	 	KELSON	 	 	547,500.00	 	 	 	533,548.28	 	 	 	3/1/2007	 	 	ABN AMRO	 	ABN AMRO
	649561744
	 	BERTOT	 	 	372,000.00	 	 	 	364,962.46	 	 	 	3/1/2007	 	 	ABN AMRO	 	ABN AMRO
	649063718
	 	BITTORF	 	 	629,600.00	 	 	 	629,600.00	 	 	 	3/1/2007	 	 	ABN AMRO	 	ABN AMRO
	649437081
	 	DOLAN, II	 	 	900,000.00	 	 	 	898,739.82	 	 	 	3/1/2007	 	 	ABN AMRO	 	ABN AMRO
	648918490
	 	LAWRENCE, JR	 	 	542,000.00	 	 	 	528,488.46	 	 	 	3/1/2007	 	 	ABN AMRO	 	ABN AMRO
	649230377
	 	HERRERA	 	 	585,000.00	 	 	 	585,000.00	 	 	 	3/1/2007	 	 	ABN AMRO	 	ABN AMRO
	649166346
	 	LUNT	 	 	608,000.00	 	 	 	585,910.85	 	 	 	3/1/2007	 	 	ABN AMRO	 	ABN AMRO
	652288292
	 	LEVIN	 	 	336,000.00	 	 	 	329,553.93	 	 	 	3/1/2007	 	 	ABN AMRO	 	ABN AMRO
	649656383
	 	ZINSER	 	 	480,000.00	 	 	 	479,960.82	 	 	 	3/1/2007	 	 	ABN AMRO	 	ABN AMRO
	649553196
	 	BEEKHUIZEN	 	 	532,000.00	 	 	 	532,000.00	 	 	 	3/1/2007	 	 	ABN AMRO	 	ABN AMRO
	652162439
	 	MASON	 	 	550,000.00	 	 	 	250,000.00	 	 	 	3/1/2007	 	 	ABN AMRO	 	ABN AMRO
	649051053
	 	THORNTON	 	 	464,000.00	 	 	 	464,000.00	 	 	 	3/1/2007	 	 	ABN AMRO	 	ABN AMRO
	649634514
	 	LICKSTEIN	 	 	618,000.00	 	 	 	577,958.88	 	 	 	3/1/2007	 	 	ABN AMRO	 	ABN AMRO
	649641784
	 	FINK	 	 	580,000.00	 	 	 	580,000.00	 	 	 	3/1/2007	 	 	ABN AMRO	 	ABN AMRO
	649497017
	 	BROWN	 	 	525,000.00	 	 	 	512,992.77	 	 	 	3/1/2007	 	 	ABN AMRO	 	ABN AMRO
	649001553
	 	KASLE	 	 	1,000,000.00	 	 	 	997,583.40	 	 	 	3/1/2007	 	 	ABN AMRO	 	ABN AMRO
	649398222
	 	MULHERN	 	 	446,200.00	 	 	 	436,743.97	 	 	 	3/1/2007	 	 	ABN AMRO	 	ABN AMRO
	648856190
	 	ISENSTEIN	 	 	225,000.00	 	 	 	225,000.00	 	 	 	3/1/2007	 	 	ABN AMRO	 	ABN AMRO
	649670427
	 	MELIS	 	 	680,000.00	 	 	 	662,230.37	 	 	 	3/1/2007	 	 	ABN AMRO	 	ABN AMRO
	649702802
	 	DECLAIRE	 	 	320,600.00	 	 	 	320,600.00	 	 	 	3/1/2007	 	 	ABN AMRO	 	ABN AMRO
	651844317
	 	HOFFMAN	 	 	521,500.00	 	 	 	521,500.00	 	 	 	3/1/2007	 	 	ABN AMRO	 	ABN AMRO
	649472600
	 	DAVIDOFSKY	 	 	536,000.00	 	 	 	535,979.99	 	 	 	3/1/2007	 	 	ABN AMRO	 	ABN AMRO
	649562324
	 	KAY	 	 	650,000.00	 	 	 	649,972.65	 	 	 	3/1/2007	 	 	ABN AMRO	 	ABN AMRO
	649679197
	 	ELKIN	 	 	725,000.00	 	 	 	693,607.20	 	 	 	3/1/2007	 	 	ABN AMRO	 	ABN AMRO
	651667596
	 	DAVIS	 	 	230,000.00	 	 	 	225,701.38	 	 	 	3/1/2007	 	 	ABN AMRO	 	ABN AMRO
	649212934
	 	TAYLOR	 	 	1,000,000.00	 	 	 	996,725.94	 	 	 	3/1/2007	 	 	ABN AMRO	 	ABN AMRO
	649270560
	 	MCLAUGHLIN	 	 	413,000.00	 	 	 	411,517.76	 	 	 	3/1/2007	 	 	ABN AMRO	 	ABN AMRO
	649493400
	 	ORR	 	 	735,000.00	 	 	 	735,000.00	 	 	 	3/1/2007	 	 	ABN AMRO	 	ABN AMRO
	649564612
	 	KELLY	 	 	441,000.00	 	 	 	439,780.54	 	 	 	3/1/2007	 	 	ABN AMRO	 	ABN AMRO
	652209979
	 	MARINO	 	 	407,000.00	 	 	 	396,786.76	 	 	 	3/1/2007	 	 	ABN AMRO	 	ABN AMRO
	653696619
	 	ALLEN	 	 	469,200.00	 	 	 	468,938.75	 	 	 	3/1/2007	 	 	ABN AMRO	 	ABN AMRO
	651245802
	 	MCLAUGHLIN	 	 	400,000.00	 	 	 	400,000.00	 	 	 	3/1/2007	 	 	ABN AMRO	 	ABN AMRO
	649105901
	 	BRADFORD	 	 	450,000.00	 	 	 	450,000.00	 	 	 	3/1/2007	 	 	ABN AMRO	 	ABN AMRO
	648925945
	 	NEIL	 	 	400,000.00	 	 	 	400,000.00	 	 	 	3/1/2007	 	 	ABN AMRO	 	ABN AMRO
	649634570
	 	HERER	 	 	608,500.00	 	 	 	594,703.07	 	 	 	3/1/2007	 	 	ABN AMRO	 	ABN AMRO
	654934620
	 	MALLE	 	 	1,900,000.00	 	 	 	1,899,260.90	 	 	 	3/1/2007	 	 	ABN AMRO	 	ABN AMRO
	649394956
	 	WEIS	 	 	650,000.00	 	 	 	250,000.00	 	 	 	3/1/2007	 	 	ABN AMRO	 	ABN AMRO
	654246967
	 	PARKES	 	 	647,000.00	 	 	 	647,000.00	 	 	 	3/1/2007	 	 	ABN AMRO	 	ABN AMRO
	649336706
	 	CARUSO	 	 	392,000.00	 	 	 	392,000.00	 	 	 	3/1/2007	 	 	ABN AMRO	 	ABN AMRO
	649709240
	 	MANN	 	 	594,000.00	 	 	 	594,000.00	 	 	 	3/1/2007	 	 	ABN AMRO	 	ABN AMRO
	651623639
	 	SCHAFER	 	 	568,500.00	 	 	 	566,664.11	 	 	 	3/1/2007	 	 	ABN AMRO	 	ABN AMRO
	652387704
	 	ROBERTSON	 	 	576,000.00	 	 	 	576,000.00	 	 	 	3/1/2007	 	 	ABN AMRO	 	ABN AMRO
	649373848
	 	WALHA	 	 	623,000.00	 	 	 	607,545.29	 	 	 	3/1/2007	 	 	ABN AMRO	 	ABN AMRO
	649513299
	 	HERRERA	 	 	400,000.00	 	 	 	400,000.00	 	 	 	3/1/2007	 	 	ABN AMRO	 	ABN AMRO
	649072127
	 	STEVENS	 	 	572,500.00	 	 	 	572,500.00	 	 	 	3/1/2007	 	 	ABN AMRO	 	ABN AMRO
	649112513
	 	MCCOY	 	 	363,000.00	 	 	 	354,666.19	 	 	 	3/1/2007	 	 	ABN AMRO	 	ABN AMRO
	654719663
	 	WALTERS	 	 	375,000.00	 	 	 	375,000.00	 	 	 	3/1/2007	 	 	ABN AMRO	 	ABN AMRO
	652273126
	 	SINANIS	 	 	527,200.00	 	 	 	527,200.00	 	 	 	3/1/2007	 	 	ABN AMRO	 	ABN AMRO
	649276032
	 	TAGERT	 	 	600,000.00	 	 	 	584,661.39	 	 	 	3/1/2007	 	 	ABN AMRO	 	ABN AMRO
	651917872
	 	MARCZAK	 	 	1,000,000.00	 	 	 	986,349.46	 	 	 	3/1/2007	 	 	ABN AMRO	 	ABN AMRO
	649620949
	 	NICHOLS	 	 	340,000.00	 	 	 	339,989.38	 	 	 	3/1/2007	 	 	ABN AMRO	 	ABN AMRO
	649716352
	 	MOONEY	 	 	650,000.00	 	 	 	649,463.27	 	 	 	3/1/2007	 	 	ABN AMRO	 	ABN AMRO
	649055843
	 	MONTAGUE	 	 	650,000.00	 	 	 	618,018.04	 	 	 	3/1/2007	 	 	ABN AMRO	 	ABN AMRO
	649393396
	 	KROLL	 	 	379,200.00	 	 	 	90,000.00	 	 	 	3/1/2007	 	 	ABN AMRO	 	ABN AMRO
	654176849
	 	HUTCHINSON	 	 	460,000.00	 	 	 	460,000.00	 	 	 	3/1/2007	 	 	ABN AMRO	 	ABN AMRO
	649076427
	 	LITSINGER	 	 	496,720.00	 	 	 	496,720.00	 	 	 	3/1/2007	 	 	ABN AMRO	 	ABN AMRO
	649343921
	 	BROWN	 	 	395,000.00	 	 	 	385,318.90	 	 	 	3/1/2007	 	 	ABN AMRO	 	ABN AMRO
	651946149
	 	SMITH	 	 	1,000,000.00	 	 	 	999,968.39	 	 	 	3/1/2007	 	 	ABN AMRO	 	ABN AMRO






 









 






	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	loaSellerLoanNo	 	brwlastname	 	loaOriginalBalance	 	 	loaCurrentBalance	 	 	CutoffDate	 	 	servicer	 	originator
	649330334
	 	LITTLEPAGE, III	 	 	450,000.00	 	 	 	437,207.42	 	 	 	3/1/2007	 	 	ABN AMRO	 	ABN AMRO
	649551490
	 	POSZ	 	 	451,200.00	 	 	 	439,948.16	 	 	 	3/1/2007	 	 	ABN AMRO	 	ABN AMRO
	652303770
	 	ORR	 	 	650,000.00	 	 	 	546,546.87	 	 	 	3/1/2007	 	 	ABN AMRO	 	ABN AMRO
	654903667
	 	STACK	 	 	200,000.00	 	 	 	200,000.00	 	 	 	3/1/2007	 	 	ABN AMRO	 	ABN AMRO
	652638854
	 	BROCK	 	 	520,000.00	 	 	 	520,000.00	 	 	 	3/1/2007	 	 	ABN AMRO	 	ABN AMRO
	654590044
	 	DE WARREN	 	 	560,000.00	 	 	 	560,000.00	 	 	 	3/1/2007	 	 	ABN AMRO	 	ABN AMRO
	654742445
	 	AMBROSE	 	 	999,000.00	 	 	 	999,000.00	 	 	 	3/1/2007	 	 	ABN AMRO	 	ABN AMRO
	654899854
	 	HENSDALE	 	 	268,000.00	 	 	 	268,000.00	 	 	 	3/1/2007	 	 	ABN AMRO	 	ABN AMRO
	652431935
	 	GARSON	 	 	514,500.00	 	 	 	514,499.38	 	 	 	3/1/2007	 	 	ABN AMRO	 	ABN AMRO
	651825267
	 	NIETO	 	 	269,800.00	 	 	 	266,249.93	 	 	 	3/1/2007	 	 	ABN AMRO	 	ABN AMRO
	652387602
	 	GAULDIN, III	 	 	560,000.00	 	 	 	560,000.00	 	 	 	3/1/2007	 	 	ABN AMRO	 	ABN AMRO
	649132835
	 	SMITH	 	 	508,000.00	 	 	 	508,000.00	 	 	 	3/1/2007	 	 	ABN AMRO	 	ABN AMRO
	652354066
	 	THOMPSON	 	 	516,000.00	 	 	 	516,000.00	 	 	 	3/1/2007	 	 	ABN AMRO	 	ABN AMRO
	652368745
	 	BENTON	 	 	637,000.00	 	 	 	628,817.74	 	 	 	3/1/2007	 	 	ABN AMRO	 	ABN AMRO
	654132573
	 	RAY	 	 	450,000.00	 	 	 	450,000.00	 	 	 	3/1/2007	 	 	ABN AMRO	 	ABN AMRO
	649050735
	 	STAFFORD	 	 	500,000.00	 	 	 	486,551.16	 	 	 	3/1/2007	 	 	ABN AMRO	 	ABN AMRO
	654842936
	 	SUTHERLAND	 	 	340,000.00	 	 	 	340,000.00	 	 	 	3/1/2007	 	 	ABN AMRO	 	ABN AMRO
	648880522
	 	ADCOCK	 	 	532,000.00	 	 	 	519,287.96	 	 	 	3/1/2007	 	 	ABN AMRO	 	ABN AMRO
	648982581
	 	KEEN	 	 	460,000.00	 	 	 	445,692.42	 	 	 	3/1/2007	 	 	ABN AMRO	 	ABN AMRO
	649147547
	 	BLALOCK	 	 	555,000.00	 	 	 	553,000.00	 	 	 	3/1/2007	 	 	ABN AMRO	 	ABN AMRO
	649781487
	 	OSWALT	 	 	564,000.00	 	 	 	564,000.00	 	 	 	3/1/2007	 	 	ABN AMRO	 	ABN AMRO
	649792845
	 	STANSBURY	 	 	550,000.00	 	 	 	550,000.00	 	 	 	3/1/2007	 	 	ABN AMRO	 	ABN AMRO
	654721872
	 	WERSCHKY	 	 	799,200.00	 	 	 	799,200.00	 	 	 	3/1/2007	 	 	ABN AMRO	 	ABN AMRO
	654832923
	 	MAHER	 	 	652,000.00	 	 	 	652,000.00	 	 	 	3/1/2007	 	 	ABN AMRO	 	ABN AMRO
	654597121
	 	HAZLETT	 	 	580,000.00	 	 	 	579,866.65	 	 	 	3/1/2007	 	 	ABN AMRO	 	ABN AMRO
	649048159
	 	TILLMAN	 	 	100,000.00	 	 	 	97,161.50	 	 	 	3/1/2007	 	 	ABN AMRO	 	ABN AMRO
	652125627
	 	BOLLENBACHER	 	 	507,500.00	 	 	 	507,499.90	 	 	 	3/1/2007	 	 	ABN AMRO	 	ABN AMRO
	652164497
	 	LANDRY	 	 	622,500.00	 	 	 	616,308.76	 	 	 	3/1/2007	 	 	ABN AMRO	 	ABN AMRO
	651924052
	 	ROWE	 	 	604,000.00	 	 	 	604,000.00	 	 	 	3/1/2007	 	 	ABN AMRO	 	ABN AMRO
	654984723
	 	O'MALLEY	 	 	450,000.00	 	 	 	450,000.00	 	 	 	3/1/2007	 	 	ABN AMRO	 	ABN AMRO
	651840825
	 	ANDERSON	 	 	536,000.00	 	 	 	528,683.37	 	 	 	3/1/2007	 	 	ABN AMRO	 	ABN AMRO
	652286962
	 	NEUHARD	 	 	550,000.00	 	 	 	547,338.93	 	 	 	3/1/2007	 	 	ABN AMRO	 	ABN AMRO
	654726753
	 	FRANKLIN	 	 	760,000.00	 	 	 	760,000.00	 	 	 	3/1/2007	 	 	ABN AMRO	 	ABN AMRO
	216691947
	 	GARRIS	 	 	892,000.00	 	 	 	892,000.00	 	 	 	3/1/2007	 	 	ABN AMRO	 	ABN AMRO
	649437673
	 	RENGERT	 	 	140,000.00	 	 	 	136,426.40	 	 	 	3/1/2007	 	 	ABN AMRO	 	ABN AMRO
	651803524
	 	KETSLAKH	 	 	493,500.00	 	 	 	486,763.45	 	 	 	3/1/2007	 	 	ABN AMRO	 	ABN AMRO
	651872072
	 	KLING II	 	 	535,000.00	 	 	 	527,000.00	 	 	 	3/1/2007	 	 	ABN AMRO	 	ABN AMRO
	216092349
	 	PLEBAN	 	 	589,100.00	 	 	 	586,300.00	 	 	 	3/1/2007	 	 	ABN AMRO	 	ABN AMRO
	652008124
	 	SHIPMAN	 	 	650,000.00	 	 	 	642,202.38	 	 	 	3/1/2007	 	 	ABN AMRO	 	ABN AMRO
	655019885
	 	PATEL	 	 	450,000.00	 	 	 	449,602.97	 	 	 	3/1/2007	 	 	ABN AMRO	 	ABN AMRO
	654795882
	 	KEENAN	 	 	815,000.00	 	 	 	815,000.00	 	 	 	3/1/2007	 	 	ABN AMRO	 	ABN AMRO
	216056298
	 	OLSON	 	 	402,000.00	 	 	 	401,401.74	 	 	 	3/1/2007	 	 	ABN AMRO	 	ABN AMRO
	652381376
	 	RABBAN	 	 	248,000.00	 	 	 	248,000.00	 	 	 	3/1/2007	 	 	ABN AMRO	 	ABN AMRO
	652387418
	 	BRINTON	 	 	665,000.00	 	 	 	665,000.00	 	 	 	3/1/2007	 	 	ABN AMRO	 	ABN AMRO
	654782353
	 	SLICKER	 	 	480,000.00	 	 	 	480,000.00	 	 	 	3/1/2007	 	 	ABN AMRO	 	ABN AMRO
	652182228
	 	MAKHENE	 	 	650,000.00	 	 	 	642,174.47	 	 	 	3/1/2007	 	 	ABN AMRO	 	ABN AMRO
	652166193
	 	OLDS	 	 	525,000.00	 	 	 	525,000.00	 	 	 	3/1/2007	 	 	ABN AMRO	 	ABN AMRO
	653837675
	 	HARTLIEB	 	 	430,400.00	 	 	 	357,169.84	 	 	 	3/1/2007	 	 	ABN AMRO	 	ABN AMRO
	654691876
	 	KINAS	 	 	638,000.00	 	 	 	637,349.53	 	 	 	3/1/2007	 	 	ABN AMRO	 	ABN AMRO
	652156863
	 	WELCIEK	 	 	172,000.00	 	 	 	169,838.11	 	 	 	3/1/2007	 	 	ABN AMRO	 	ABN AMRO
	550232471
	 	Erickson	 	 	548,000.00	 	 	 	546,861.43	 	 	 	3/1/2007	 	 	ABN AMRO	 	ABN AMRO
	652872882
	 	LARSON	 	 	141,992.00	 	 	 	141,961.08	 	 	 	3/1/2007	 	 	ABN AMRO	 	ABN AMRO
	651935954
	 	ATTEBERRY	 	 	486,000.00	 	 	 	485,930.20	 	 	 	3/1/2007	 	 	ABN AMRO	 	ABN AMRO
	654032867
	 	CURTIS	 	 	672,750.00	 	 	 	670,114.42	 	 	 	3/1/2007	 	 	ABN AMRO	 	ABN AMRO
	652339681
	 	PRAUS	 	 	770,000.00	 	 	 	770,000.00	 	 	 	3/1/2007	 	 	ABN AMRO	 	ABN AMRO
	654776195
	 	MYERS, JR	 	 	920,000.00	 	 	 	919,695.83	 	 	 	3/1/2007	 	 	ABN AMRO	 	ABN AMRO
	654765568
	 	JONES	 	 	606,750.00	 	 	 	606,750.00	 	 	 	3/1/2007	 	 	ABN AMRO	 	ABN AMRO
	652302198
	 	THEIS	 	 	622,500.00	 	 	 	615,830.95	 	 	 	3/1/2007	 	 	ABN AMRO	 	ABN AMRO
	654767866
	 	KNAPP	 	 	844,000.00	 	 	 	841,414.39	 	 	 	3/1/2007	 	 	ABN AMRO	 	ABN AMRO






 









 






	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	loaSellerLoanNo	 	brwlastname	 	loaOriginalBalance	 	 	loaCurrentBalance	 	 	CutoffDate	 	 	servicer	 	originator
	654840375
	 	PHILIPPE	 	 	651,000.00	 	 	 	651,000.00	 	 	 	3/1/2007	 	 	ABN AMRO	 	ABN AMRO
	652440140
	 	HORLOCK	 	 	135,800.00	 	 	 	134,480.89	 	 	 	3/1/2007	 	 	ABN AMRO	 	ABN AMRO
	652354168
	 	MASLOWSKI	 	 	211,200.00	 	 	 	211,152.03	 	 	 	3/1/2007	 	 	ABN AMRO	 	ABN AMRO
	654666067
	 	ANDREASEN	 	 	750,000.00	 	 	 	750,000.00	 	 	 	3/1/2007	 	 	ABN AMRO	 	ABN AMRO
	654919701
	 	ODDO	 	 	732,000.00	 	 	 	732,000.00	 	 	 	3/1/2007	 	 	ABN AMRO	 	ABN AMRO
	652253417
	 	MEALEY	 	 	600,000.00	 	 	 	582,112.21	 	 	 	3/1/2007	 	 	ABN AMRO	 	ABN AMRO
	652286951
	 	DICK	 	 	542,000.00	 	 	 	536,609.44	 	 	 	3/1/2007	 	 	ABN AMRO	 	ABN AMRO
	652429407
	 	MAGEE	 	 	962,000.00	 	 	 	952,510.01	 	 	 	3/1/2007	 	 	ABN AMRO	 	ABN AMRO
	654742354
	 	BELOUSEK	 	 	460,000.00	 	 	 	460,000.00	 	 	 	3/1/2007	 	 	ABN AMRO	 	ABN AMRO
	649523736
	 	COE	 	 	595,000.00	 	 	 	578,836.99	 	 	 	3/1/2007	 	 	ABN AMRO	 	ABN AMRO
	651948130
	 	HEIL	 	 	650,000.00	 	 	 	650,000.00	 	 	 	3/1/2007	 	 	ABN AMRO	 	ABN AMRO
	651403779
	 	BITTNER	 	 	400,000.00	 	 	 	400,000.00	 	 	 	3/1/2007	 	 	ABN AMRO	 	ABN AMRO
	651533399
	 	SHELEST	 	 	520,000.00	 	 	 	520,000.00	 	 	 	3/1/2007	 	 	ABN AMRO	 	ABN AMRO
	654667978
	 	BUCKINGHAM	 	 	768,000.00	 	 	 	568,000.00	 	 	 	3/1/2007	 	 	ABN AMRO	 	ABN AMRO
	654896919
	 	RACKOS	 	 	880,000.00	 	 	 	880,000.00	 	 	 	3/1/2007	 	 	ABN AMRO	 	ABN AMRO
	652426051
	 	MUI	 	 	634,800.00	 	 	 	634,765.53	 	 	 	3/1/2007	 	 	ABN AMRO	 	ABN AMRO
	654794200
	 	PUCH	 	 	767,200.00	 	 	 	767,200.00	 	 	 	3/1/2007	 	 	ABN AMRO	 	ABN AMRO
	652112713
	 	KISLENKO	 	 	536,000.00	 	 	 	533,368.49	 	 	 	3/1/2007	 	 	ABN AMRO	 	ABN AMRO
	654887747
	 	KANE	 	 	609,000.00	 	 	 	609,000.00	 	 	 	3/1/2007	 	 	ABN AMRO	 	ABN AMRO
	652257375
	 	SCHAMBERGER	 	 	446,000.00	 	 	 	440,873.84	 	 	 	3/1/2007	 	 	ABN AMRO	 	ABN AMRO
	655081791
	 	LUBBERT	 	 	744,000.00	 	 	 	743,241.46	 	 	 	3/1/2007	 	 	ABN AMRO	 	ABN AMRO
	649766217
	 	NEMOY	 	 	280,000.00	 	 	 	278,000.00	 	 	 	3/1/2007	 	 	ABN AMRO	 	ABN AMRO
	654734252
	 	MUSICK	 	 	532,000.00	 	 	 	532,000.00	 	 	 	3/1/2007	 	 	ABN AMRO	 	ABN AMRO
	216687929
	 	EISNER	 	 	298,000.00	 	 	 	298,000.00	 	 	 	3/1/2007	 	 	ABN AMRO	 	ABN AMRO
	652099750
	 	KULIKOVA	 	 	523,000.00	 	 	 	516,871.53	 	 	 	3/1/2007	 	 	ABN AMRO	 	ABN AMRO
	654756976
	 	BERG	 	 	628,900.00	 	 	 	628,258.81	 	 	 	3/1/2007	 	 	ABN AMRO	 	ABN AMRO
	651843496
	 	PALASZ	 	 	1,000,000.00	 	 	 	986,349.46	 	 	 	3/1/2007	 	 	ABN AMRO	 	ABN AMRO
	654884061
	 	FITZGERALD	 	 	506,250.00	 	 	 	506,250.00	 	 	 	3/1/2007	 	 	ABN AMRO	 	ABN AMRO
	654140915
	 	CANNON	 	 	790,000.00	 	 	 	789,194.56	 	 	 	3/1/2007	 	 	ABN AMRO	 	ABN AMRO
	654756011
	 	STOUT	 	 	930,000.00	 	 	 	928,053.39	 	 	 	3/1/2007	 	 	ABN AMRO	 	ABN AMRO
	652106418
	 	PAYNE	 	 	467,200.00	 	 	 	467,200.00	 	 	 	3/1/2007	 	 	ABN AMRO	 	ABN AMRO
	652289055
	 	WALKER	 	 	772,500.00	 	 	 	764,261.65	 	 	 	3/1/2007	 	 	ABN AMRO	 	ABN AMRO
	652385370
	 	HARMS	 	 	464,000.00	 	 	 	461,952.48	 	 	 	3/1/2007	 	 	ABN AMRO	 	ABN AMRO
	652024716
	 	SHARP	 	 	488,000.00	 	 	 	481,866.17	 	 	 	3/1/2007	 	 	ABN AMRO	 	ABN AMRO
	649388457
	 	LEMER	 	 	264,100.00	 	 	 	257,137.93	 	 	 	3/1/2007	 	 	ABN AMRO	 	ABN AMRO
	654592433
	 	SHARER	 	 	1,000,000.00	 	 	 	1,000,000.00	 	 	 	3/1/2007	 	 	ABN AMRO	 	ABN AMRO
	652150139
	 	MURRAY	 	 	605,600.00	 	 	 	600,800.00	 	 	 	3/1/2007	 	 	ABN AMRO	 	ABN AMRO
	654795688
	 	FIELDS	 	 	596,000.00	 	 	 	595,317.92	 	 	 	3/1/2007	 	 	ABN AMRO	 	ABN AMRO
	654904021
	 	UMENTUM	 	 	272,000.00	 	 	 	272,000.00	 	 	 	3/1/2007	 	 	ABN AMRO	 	ABN AMRO
	652265477
	 	METROS	 	 	226,000.00	 	 	 	226,000.00	 	 	 	3/1/2007	 	 	ABN AMRO	 	ABN AMRO
	654845735
	 	MASOOD	 	 	580,000.00	 	 	 	579,436.28	 	 	 	3/1/2007	 	 	ABN AMRO	 	ABN AMRO
	654737552
	 	ENRIGHT	 	 	1,150,000.00	 	 	 	1,150,000.00	 	 	 	3/1/2007	 	 	ABN AMRO	 	ABN AMRO
	654752610
	 	WITT	 	 	600,000.00	 	 	 	600,000.00	 	 	 	3/1/2007	 	 	ABN AMRO	 	ABN AMRO
	654897636
	 	SAUNDERS	 	 	534,000.00	 	 	 	534,000.00	 	 	 	3/1/2007	 	 	ABN AMRO	 	ABN AMRO
	652399172
	 	SIGNORELLA	 	 	690,000.00	 	 	 	683,839.57	 	 	 	3/1/2007	 	 	ABN AMRO	 	ABN AMRO
	654830874
	 	ZANNIS	 	 	845,000.00	 	 	 	845,000.00	 	 	 	3/1/2007	 	 	ABN AMRO	 	ABN AMRO
	654384497
	 	WALZ	 	 	765,300.00	 	 	 	765,206.22	 	 	 	3/1/2007	 	 	ABN AMRO	 	ABN AMRO
	652072839
	 	HENRIKSEN	 	 	260,600.00	 	 	 	260,247.54	 	 	 	3/1/2007	 	 	ABN AMRO	 	ABN AMRO
	652408607
	 	WILSON	 	 	615,000.00	 	 	 	602,954.07	 	 	 	3/1/2007	 	 	ABN AMRO	 	ABN AMRO
	652027800
	 	ALLEGRETTI	 	 	574,000.00	 	 	 	574,000.00	 	 	 	3/1/2007	 	 	ABN AMRO	 	ABN AMRO
	652230578
	 	PARTIN	 	 	463,900.00	 	 	 	463,900.00	 	 	 	3/1/2007	 	 	ABN AMRO	 	ABN AMRO
	654657727
	 	LIAUW	 	 	444,000.00	 	 	 	443,558.00	 	 	 	3/1/2007	 	 	ABN AMRO	 	ABN AMRO
	654840433
	 	MALAVE	 	 	108,900.00	 	 	 	108,900.00	 	 	 	3/1/2007	 	 	ABN AMRO	 	ABN AMRO
	652120461
	 	WONG	 	 	645,000.00	 	 	 	637,079.33	 	 	 	3/1/2007	 	 	ABN AMRO	 	ABN AMRO
	652149419
	 	PRITCHARD	 	 	500,000.00	 	 	 	493,840.00	 	 	 	3/1/2007	 	 	ABN AMRO	 	ABN AMRO
	652276700
	 	GERMEYER	 	 	588,000.00	 	 	 	588,000.00	 	 	 	3/1/2007	 	 	ABN AMRO	 	ABN AMRO
	652154623
	 	TAYLOR	 	 	1,250,000.00	 	 	 	1,250,000.00	 	 	 	3/1/2007	 	 	ABN AMRO	 	ABN AMRO
	652271260
	 	AHERN	 	 	525,000.00	 	 	 	525,000.00	 	 	 	3/1/2007	 	 	ABN AMRO	 	ABN AMRO
	652401848
	 	MCWHIRTER	 	 	458,000.00	 	 	 	452,976.44	 	 	 	3/1/2007	 	 	ABN AMRO	 	ABN AMRO






 









 






	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	loaSellerLoanNo	 	brwlastname	 	loaOriginalBalance	 	 	loaCurrentBalance	 	 	CutoffDate	 	 	servicer	 	originator
	652169141
	 	BITTNER	 	 	560,000.00	 	 	 	553,563.60	 	 	 	3/1/2007	 	 	ABN AMRO	 	ABN AMRO
	651860557
	 	BUSSMAN	 	 	300,000.00	 	 	 	295,998.50	 	 	 	3/1/2007	 	 	ABN AMRO	 	ABN AMRO
	652295100
	 	CORNELISSEN	 	 	492,800.00	 	 	 	492,244.79	 	 	 	3/1/2007	 	 	ABN AMRO	 	ABN AMRO
	654940047
	 	SAVAIANO	 	 	215,000.00	 	 	 	215,000.00	 	 	 	3/1/2007	 	 	ABN AMRO	 	ABN AMRO
	652302757
	 	DUFFY	 	 	455,200.00	 	 	 	449,968.10	 	 	 	3/1/2007	 	 	ABN AMRO	 	ABN AMRO
	654037668
	 	CARMONA	 	 	360,000.00	 	 	 	360,000.00	 	 	 	3/1/2007	 	 	ABN AMRO	 	ABN AMRO
	651972051
	 	HAMELBERG	 	 	122,850.00	 	 	 	121,296.14	 	 	 	3/1/2007	 	 	ABN AMRO	 	ABN AMRO
	654901858
	 	DUNLAP	 	 	700,000.00	 	 	 	700,000.00	 	 	 	3/1/2007	 	 	ABN AMRO	 	ABN AMRO
	649567739
	 	HECKLER	 	 	134,400.00	 	 	 	131,185.24	 	 	 	3/1/2007	 	 	ABN AMRO	 	ABN AMRO
	648986563
	 	LANDGREBE	 	 	188,000.00	 	 	 	188,000.00	 	 	 	3/1/2007	 	 	ABN AMRO	 	ABN AMRO
	651579189
	 	WATKINS	 	 	500,000.00	 	 	 	500,000.00	 	 	 	3/1/2007	 	 	ABN AMRO	 	ABN AMRO
	654917505
	 	MEYERS	 	 	860,000.00	 	 	 	860,000.00	 	 	 	3/1/2007	 	 	ABN AMRO	 	ABN AMRO
	654904156
	 	CANTALIN	 	 	529,500.00	 	 	 	529,000.00	 	 	 	3/1/2007	 	 	ABN AMRO	 	ABN AMRO
	652252508
	 	KELLERHALS	 	 	600,000.00	 	 	 	593,418.98	 	 	 	3/1/2007	 	 	ABN AMRO	 	ABN AMRO
	654855351
	 	LOY	 	 	1,275,000.00	 	 	 	1,275,000.00	 	 	 	3/1/2007	 	 	ABN AMRO	 	ABN AMRO
	652176710
	 	FOSTER	 	 	417,000.00	 	 	 	417,000.00	 	 	 	3/1/2007	 	 	ABN AMRO	 	ABN AMRO
	652273262
	 	COURTNEY	 	 	500,000.00	 	 	 	493,851.02	 	 	 	3/1/2007	 	 	ABN AMRO	 	ABN AMRO
	649186124
	 	VAN OPIJNEN	 	 	439,200.00	 	 	 	428,041.73	 	 	 	3/1/2007	 	 	ABN AMRO	 	ABN AMRO
	654705439
	 	PALAZAENO	 	 	405,000.00	 	 	 	405,000.00	 	 	 	3/1/2007	 	 	ABN AMRO	 	ABN AMRO
	654833980
	 	MERRELL	 	 	596,000.00	 	 	 	596,000.00	 	 	 	3/1/2007	 	 	ABN AMRO	 	ABN AMRO
	652251654
	 	WHITE	 	 	490,000.00	 	 	 	490,000.00	 	 	 	3/1/2007	 	 	ABN AMRO	 	ABN AMRO
	652545794
	 	HOYT	 	 	164,000.00	 	 	 	163,921.42	 	 	 	3/1/2007	 	 	ABN AMRO	 	ABN AMRO
	651938127
	 	TALIAFERRO	 	 	464,000.00	 	 	 	457,456.93	 	 	 	3/1/2007	 	 	ABN AMRO	 	ABN AMRO
	649584104
	 	DANILE	 	 	625,400.00	 	 	 	611,096.49	 	 	 	3/1/2007	 	 	ABN AMRO	 	ABN AMRO
	649112158
	 	STEVENS	 	 	739,100.00	 	 	 	736,900.00	 	 	 	3/1/2007	 	 	ABN AMRO	 	ABN AMRO
	649829085
	 	LAPIN	 	 	974,000.00	 	 	 	952,405.65	 	 	 	3/1/2007	 	 	ABN AMRO	 	ABN AMRO
	649142290
	 	VAN OS, JR.	 	 	625,950.00	 	 	 	625,950.00	 	 	 	3/1/2007	 	 	ABN AMRO	 	ABN AMRO
	649536559
	 	EASLEY	 	 	460,000.00	 	 	 	448,240.39	 	 	 	3/1/2007	 	 	ABN AMRO	 	ABN AMRO
	649451400
	 	CRAMER	 	 	459,800.00	 	 	 	459,800.00	 	 	 	3/1/2007	 	 	ABN AMRO	 	ABN AMRO
	649556053
	 	PAGE	 	 	580,000.00	 	 	 	174,000.00	 	 	 	3/1/2007	 	 	ABN AMRO	 	ABN AMRO
	649675536
	 	O'NEAL	 	 	496,000.00	 	 	 	496,000.00	 	 	 	3/1/2007	 	 	ABN AMRO	 	ABN AMRO
	649644572
	 	DICKERSON	 	 	811,500.00	 	 	 	810,847.98	 	 	 	3/1/2007	 	 	ABN AMRO	 	ABN AMRO
	649147707
	 	DE LOS SANTOS	 	 	68,800.00	 	 	 	68,800.00	 	 	 	3/1/2007	 	 	ABN AMRO	 	ABN AMRO
	649660857
	 	PIERCE III	 	 	600,000.00	 	 	 	600,000.00	 	 	 	3/1/2007	 	 	ABN AMRO	 	ABN AMRO
	651906835
	 	ENDOM, JR	 	 	462,750.00	 	 	 	462,750.00	 	 	 	3/1/2007	 	 	ABN AMRO	 	ABN AMRO
	649773125
	 	FOGARTY	 	 	786,800.00	 	 	 	768,960.47	 	 	 	3/1/2007	 	 	ABN AMRO	 	ABN AMRO
	649703197
	 	PORTER	 	 	475,000.00	 	 	 	475,000.00	 	 	 	3/1/2007	 	 	ABN AMRO	 	ABN AMRO
	649582976
	 	HENRY	 	 	775,000.00	 	 	 	775,000.00	 	 	 	3/1/2007	 	 	ABN AMRO	 	ABN AMRO
	649728481
	 	FOURE	 	 	576,000.00	 	 	 	561,596.15	 	 	 	3/1/2007	 	 	ABN AMRO	 	ABN AMRO
	649310604
	 	SPURLING	 	 	391,000.00	 	 	 	391,000.00	 	 	 	3/1/2007	 	 	ABN AMRO	 	ABN AMRO
	649291348
	 	OVERBEY, JR	 	 	498,750.00	 	 	 	498,750.00	 	 	 	3/1/2007	 	 	ABN AMRO	 	ABN AMRO
	649797704
	 	BAUCH	 	 	495,000.00	 	 	 	480,653.76	 	 	 	3/1/2007	 	 	ABN AMRO	 	ABN AMRO
	652570331
	 	RONLOV	 	 	169,400.00	 	 	 	168,966.72	 	 	 	3/1/2007	 	 	ABN AMRO	 	ABN AMRO
	654896817
	 	KLECK	 	 	559,000.00	 	 	 	557,409.10	 	 	 	3/1/2007	 	 	ABN AMRO	 	ABN AMRO
	654441964
	 	PRESTON, III	 	 	953,750.00	 	 	 	952,845.05	 	 	 	3/1/2007	 	 	ABN AMRO	 	ABN AMRO
	654879634
	 	HIERHOLZER	 	 	1,000,000.00	 	 	 	1,000,000.00	 	 	 	3/1/2007	 	 	ABN AMRO	 	ABN AMRO
	652256034
	 	DORCHEUS	 	 	442,700.00	 	 	 	442,700.00	 	 	 	3/1/2007	 	 	ABN AMRO	 	ABN AMRO
	652873019
	 	TESONE	 	 	232,000.00	 	 	 	232,000.00	 	 	 	3/1/2007	 	 	ABN AMRO	 	ABN AMRO
	654805679
	 	WESTON	 	 	850,000.00	 	 	 	850,000.00	 	 	 	3/1/2007	 	 	ABN AMRO	 	ABN AMRO
	654920189
	 	ANDERSON	 	 	540,800.00	 	 	 	540,800.00	 	 	 	3/1/2007	 	 	ABN AMRO	 	ABN AMRO
	654870463
	 	VAUGHN	 	 	198,000.00	 	 	 	198,000.00	 	 	 	3/1/2007	 	 	ABN AMRO	 	ABN AMRO
	654705634
	 	STEPANEK	 	 	660,000.00	 	 	 	660,000.00	 	 	 	3/1/2007	 	 	ABN AMRO	 	ABN AMRO
	649436342
	 	CHO	 	 	250,000.00	 	 	 	249,956.46	 	 	 	3/1/2007	 	 	ABN AMRO	 	ABN AMRO
	654649760
	 	ALMEIDA	 	 	312,000.00	 	 	 	312,000.00	 	 	 	3/1/2007	 	 	ABN AMRO	 	ABN AMRO
	654800139
	 	COOPER, JR	 	 	1,000,000.00	 	 	 	1,000,000.00	 	 	 	3/1/2007	 	 	ABN AMRO	 	ABN AMRO
	652300301
	 	GORE	 	 	975,000.00	 	 	 	965,154.83	 	 	 	3/1/2007	 	 	ABN AMRO	 	ABN AMRO
	654760529
	 	JOHNSON	 	 	1,550,000.00	 	 	 	1,550,000.00	 	 	 	3/1/2007	 	 	ABN AMRO	 	ABN AMRO
	652271625
	 	BITHER	 	 	153,600.00	 	 	 	153,600.00	 	 	 	3/1/2007	 	 	ABN AMRO	 	ABN AMRO
	652161633
	 	PETERSON	 	 	892,500.00	 	 	 	892,491.48	 	 	 	3/1/2007	 	 	ABN AMRO	 	ABN AMRO






 









 






	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	loaSellerLoanNo	 	brwlastname	 	loaOriginalBalance	 	 	loaCurrentBalance	 	 	CutoffDate	 	 	servicer	 	originator
	651802204
	 	GROOMS	 	 	448,000.00	 	 	 	328,490.31	 	 	 	3/1/2007	 	 	ABN AMRO	 	ABN AMRO
	654850083
	 	DAVIS	 	 	511,200.00	 	 	 	511,200.00	 	 	 	3/1/2007	 	 	ABN AMRO	 	ABN AMRO
	654890207
	 	PINKHASOV	 	 	256,000.00	 	 	 	255,512.92	 	 	 	3/1/2007	 	 	ABN AMRO	 	ABN AMRO
	649239888
	 	HOH	 	 	216,800.00	 	 	 	211,497.23	 	 	 	3/1/2007	 	 	ABN AMRO	 	ABN AMRO
	651828567
	 	DUTTON	 	 	444,000.00	 	 	 	444,000.00	 	 	 	3/1/2007	 	 	ABN AMRO	 	ABN AMRO
	651968373
	 	MCAFEE	 	 	425,500.00	 	 	 	414,600.00	 	 	 	3/1/2007	 	 	ABN AMRO	 	ABN AMRO
	652279291
	 	FLANNIGAN	 	 	160,000.00	 	 	 	160,000.00	 	 	 	3/1/2007	 	 	ABN AMRO	 	ABN AMRO
	652428941
	 	VIGIL	 	 	479,200.00	 	 	 	479,173.91	 	 	 	3/1/2007	 	 	ABN AMRO	 	ABN AMRO
	652402689
	 	WANG	 	 	460,000.00	 	 	 	453,930.88	 	 	 	3/1/2007	 	 	ABN AMRO	 	ABN AMRO
	653077335
	 	GUNN	 	 	128,500.00	 	 	 	127,706.67	 	 	 	3/1/2007	 	 	ABN AMRO	 	ABN AMRO
	652090751
	 	RUPPERT	 	 	472,000.00	 	 	 	472,000.00	 	 	 	3/1/2007	 	 	ABN AMRO	 	ABN AMRO
	652259594
	 	GANDEL	 	 	491,000.00	 	 	 	491,000.00	 	 	 	3/1/2007	 	 	ABN AMRO	 	ABN AMRO
	654784798
	 	NORTHCOTE	 	 	423,000.00	 	 	 	422,500.00	 	 	 	3/1/2007	 	 	ABN AMRO	 	ABN AMRO
	654906897
	 	THORSON	 	 	428,000.00	 	 	 	428,000.00	 	 	 	3/1/2007	 	 	ABN AMRO	 	ABN AMRO
	654880751
	 	BAKER	 	 	1,185,000.00	 	 	 	1,185,000.00	 	 	 	3/1/2007	 	 	ABN AMRO	 	ABN AMRO
	652406057
	 	ROSE	 	 	510,000.00	 	 	 	510,000.00	 	 	 	3/1/2007	 	 	ABN AMRO	 	ABN AMRO
	654684070
	 	ZREIK	 	 	732,000.00	 	 	 	732,000.00	 	 	 	3/1/2007	 	 	ABN AMRO	 	ABN AMRO
	654405573
	 	KONG, MD	 	 	500,000.00	 	 	 	498,534.64	 	 	 	3/1/2007	 	 	ABN AMRO	 	ABN AMRO
	655017360
	 	LYONS	 	 	575,000.00	 	 	 	535,000.00	 	 	 	3/1/2007	 	 	ABN AMRO	 	ABN AMRO
	654745734
	 	BECK	 	 	785,000.00	 	 	 	784,961.46	 	 	 	3/1/2007	 	 	ABN AMRO	 	ABN AMRO
	654888953
	 	TEITELBAUM	 	 	419,000.00	 	 	 	419,000.00	 	 	 	3/1/2007	 	 	ABN AMRO	 	ABN AMRO
	654940398
	 	METROPOULOS	 	 	849,600.00	 	 	 	849,600.00	 	 	 	3/1/2007	 	 	ABN AMRO	 	ABN AMRO
	651842509
	 	ROSENFELT	 	 	1,000,000.00	 	 	 	1,000,000.00	 	 	 	3/1/2007	 	 	ABN AMRO	 	ABN AMRO
	654324779
	 	BUSIA	 	 	762,000.00	 	 	 	759,601.81	 	 	 	3/1/2007	 	 	ABN AMRO	 	ABN AMRO
	654327475
	 	WEISS	 	 	859,200.00	 	 	 	857,094.50	 	 	 	3/1/2007	 	 	ABN AMRO	 	ABN AMRO
	648926899
	 	WICHSER	 	 	152,000.00	 	 	 	152,000.00	 	 	 	3/1/2007	 	 	ABN AMRO	 	ABN AMRO
	652126548
	 	SALO	 	 	463,200.00	 	 	 	462,598.26	 	 	 	3/1/2007	 	 	ABN AMRO	 	ABN AMRO
	654695836
	 	LAGERWEY	 	 	705,000.00	 	 	 	705,000.00	 	 	 	3/1/2007	 	 	ABN AMRO	 	ABN AMRO
	654695950
	 	TRUITT	 	 	704,000.00	 	 	 	704,000.00	 	 	 	3/1/2007	 	 	ABN AMRO	 	ABN AMRO
	654787416
	 	FUNK	 	 	540,000.00	 	 	 	540,000.00	 	 	 	3/1/2007	 	 	ABN AMRO	 	ABN AMRO
	654488960
	 	MULDOON	 	 	1,000,000.00	 	 	 	934,161.68	 	 	 	3/1/2007	 	 	ABN AMRO	 	ABN AMRO
	652178972
	 	BURRIS	 	 	542,000.00	 	 	 	535,187.43	 	 	 	3/1/2007	 	 	ABN AMRO	 	ABN AMRO
	654823261
	 	HENDRICKSON	 	 	520,000.00	 	 	 	520,000.00	 	 	 	3/1/2007	 	 	ABN AMRO	 	ABN AMRO
	654971261
	 	BENNINGTON	 	 	420,000.00	 	 	 	420,000.00	 	 	 	3/1/2007	 	 	ABN AMRO	 	ABN AMRO
	654843697
	 	FRANCIS	 	 	530,000.00	 	 	 	529,000.00	 	 	 	3/1/2007	 	 	ABN AMRO	 	ABN AMRO
	654892937
	 	COWAN	 	 	675,000.00	 	 	 	675,000.00	 	 	 	3/1/2007	 	 	ABN AMRO	 	ABN AMRO
	651874928
	 	POKIPALA, III	 	 	497,000.00	 	 	 	495,395.10	 	 	 	3/1/2007	 	 	ABN AMRO	 	ABN AMRO
	654853690
	 	WEATHERS	 	 	482,000.00	 	 	 	481,859.79	 	 	 	3/1/2007	 	 	ABN AMRO	 	ABN AMRO
	649454312
	 	GARCIA, JR	 	 	500,000.00	 	 	 	487,770.96	 	 	 	3/1/2007	 	 	ABN AMRO	 	ABN AMRO
	651755309
	 	PRIETO	 	 	270,000.00	 	 	 	270,000.00	 	 	 	3/1/2007	 	 	ABN AMRO	 	ABN AMRO
	652286267
	 	MC KIMMY	 	 	504,000.00	 	 	 	499,104.26	 	 	 	3/1/2007	 	 	ABN AMRO	 	ABN AMRO
	654820304
	 	WATERS	 	 	450,200.00	 	 	 	450,200.00	 	 	 	3/1/2007	 	 	ABN AMRO	 	ABN AMRO
	650021833
	 	YOON	 	 	605,600.00	 	 	 	602,400.00	 	 	 	3/1/2007	 	 	ABN AMRO	 	ABN AMRO
	652283981
	 	ROMO	 	 	471,000.00	 	 	 	470,855.00	 	 	 	3/1/2007	 	 	ABN AMRO	 	ABN AMRO
	653947177
	 	IVY	 	 	560,000.00	 	 	 	559,181.08	 	 	 	3/1/2007	 	 	ABN AMRO	 	ABN AMRO
	654685685
	 	FLETCHER	 	 	750,000.00	 	 	 	749,905.76	 	 	 	3/1/2007	 	 	ABN AMRO	 	ABN AMRO
	654720837
	 	DOUD	 	 	630,000.00	 	 	 	630,000.00	 	 	 	3/1/2007	 	 	ABN AMRO	 	ABN AMRO
	654785185
	 	GOLDSTEIN	 	 	1,260,000.00	 	 	 	1,259,693.75	 	 	 	3/1/2007	 	 	ABN AMRO	 	ABN AMRO
	651777828
	 	GUTIERREZ	 	 	333,000.00	 	 	 	331,556.50	 	 	 	3/1/2007	 	 	ABN AMRO	 	ABN AMRO
	649745255
	 	HEIRSHBERG	 	 	325,000.00	 	 	 	325,000.00	 	 	 	3/1/2007	 	 	ABN AMRO	 	ABN AMRO
	652284221
	 	BACKES	 	 	520,000.00	 	 	 	514,559.18	 	 	 	3/1/2007	 	 	ABN AMRO	 	ABN AMRO
	654795644
	 	TAYLOR	 	 	565,000.00	 	 	 	565,000.00	 	 	 	3/1/2007	 	 	ABN AMRO	 	ABN AMRO
	651817906
	 	GREENLAND	 	 	650,000.00	 	 	 	648,335.00	 	 	 	3/1/2007	 	 	ABN AMRO	 	ABN AMRO
	653935970
	 	BAKER	 	 	244,000.00	 	 	 	243,969.80	 	 	 	3/1/2007	 	 	ABN AMRO	 	ABN AMRO
	654610026
	 	SHEETS	 	 	1,100,000.00	 	 	 	800,000.00	 	 	 	3/1/2007	 	 	ABN AMRO	 	ABN AMRO
	654252513
	 	ASGHAEI	 	 	510,000.00	 	 	 	510,000.00	 	 	 	3/1/2007	 	 	ABN AMRO	 	ABN AMRO
	654757341
	 	BARAN	 	 	520,000.00	 	 	 	520,000.00	 	 	 	3/1/2007	 	 	ABN AMRO	 	ABN AMRO
	654800754
	 	RATEL	 	 	609,000.00	 	 	 	609,000.00	 	 	 	3/1/2007	 	 	ABN AMRO	 	ABN AMRO
	649424428
	 	FLINT	 	 	591,200.00	 	 	 	590,476.60	 	 	 	3/1/2007	 	 	ABN AMRO	 	ABN AMRO






 









 






	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	loaSellerLoanNo	 	brwlastname	 	loaOriginalBalance	 	 	loaCurrentBalance	 	 	CutoffDate	 	 	servicer	 	originator
	651826770
	 	TORREZ	 	 	650,000.00	 	 	 	641,919.29	 	 	 	3/1/2007	 	 	ABN AMRO	 	ABN AMRO
	654801185
	 	REECK	 	 	384,000.00	 	 	 	384,000.00	 	 	 	3/1/2007	 	 	ABN AMRO	 	ABN AMRO
	651525082
	 	BOYD	 	 	508,000.00	 	 	 	508,000.00	 	 	 	3/1/2007	 	 	ABN AMRO	 	ABN AMRO
	651964255
	 	BILLMAN	 	 	663,500.00	 	 	 	655,725.17	 	 	 	3/1/2007	 	 	ABN AMRO	 	ABN AMRO
	651836340
	 	WESTFALL	 	 	225,000.00	 	 	 	223,880.70	 	 	 	3/1/2007	 	 	ABN AMRO	 	ABN AMRO
	652395316
	 	FORYS	 	 	459,950.00	 	 	 	459,950.00	 	 	 	3/1/2007	 	 	ABN AMRO	 	ABN AMRO
	652411350
	 	VANDENBOSCH	 	 	460,000.00	 	 	 	460,000.00	 	 	 	3/1/2007	 	 	ABN AMRO	 	ABN AMRO
	654993325
	 	DECHANT	 	 	600,000.00	 	 	 	600,000.00	 	 	 	3/1/2007	 	 	ABN AMRO	 	ABN AMRO
	654757318
	 	LEE	 	 	384,000.00	 	 	 	384,000.00	 	 	 	3/1/2007	 	 	ABN AMRO	 	ABN AMRO
	652146041
	 	JONES	 	 	440,900.00	 	 	 	200,494.95	 	 	 	3/1/2007	 	 	ABN AMRO	 	ABN AMRO
	649231788
	 	FRANCO	 	 	498,000.00	 	 	 	494,070.95	 	 	 	3/1/2007	 	 	ABN AMRO	 	ABN AMRO
	654113503
	 	GADRE	 	 	475,000.00	 	 	 	473,094.33	 	 	 	3/1/2007	 	 	ABN AMRO	 	ABN AMRO
	654447959
	 	SONG	 	 	825,000.00	 	 	 	825,000.00	 	 	 	3/1/2007	 	 	ABN AMRO	 	ABN AMRO
	649227225
	 	MIRACLE	 	 	325,000.00	 	 	 	317,895.66	 	 	 	3/1/2007	 	 	ABN AMRO	 	ABN AMRO
	651470726
	 	BATTLE	 	 	441,000.00	 	 	 	440,293.35	 	 	 	3/1/2007	 	 	ABN AMRO	 	ABN AMRO
	651476744
	 	WEGNER	 	 	559,200.00	 	 	 	559,200.00	 	 	 	3/1/2007	 	 	ABN AMRO	 	ABN AMRO
	651937284
	 	MATALA	 	 	632,000.00	 	 	 	632,000.00	 	 	 	3/1/2007	 	 	ABN AMRO	 	ABN AMRO
	649703448
	 	ARMENTA	 	 	292,000.00	 	 	 	291,939.77	 	 	 	3/1/2007	 	 	ABN AMRO	 	ABN AMRO
	651833519
	 	BOND	 	 	310,000.00	 	 	 	310,000.00	 	 	 	3/1/2007	 	 	ABN AMRO	 	ABN AMRO
	654867696
	 	LEVANDOWSKI	 	 	480,000.00	 	 	 	480,000.00	 	 	 	3/1/2007	 	 	ABN AMRO	 	ABN AMRO
	654271082
	 	IRLBECK	 	 	540,000.00	 	 	 	540,000.00	 	 	 	3/1/2007	 	 	ABN AMRO	 	ABN AMRO
	654757330
	 	HAZELBAKER	 	 	686,250.00	 	 	 	686,250.00	 	 	 	3/1/2007	 	 	ABN AMRO	 	ABN AMRO
	654786825
	 	NESBIT	 	 	271,600.00	 	 	 	271,600.00	 	 	 	3/1/2007	 	 	ABN AMRO	 	ABN AMRO
	652165933
	 	HENDRIX	 	 	424,000.00	 	 	 	424,000.00	 	 	 	3/1/2007	 	 	ABN AMRO	 	ABN AMRO
	652159537
	 	COUTRAKON	 	 	616,000.00	 	 	 	616,000.00	 	 	 	3/1/2007	 	 	ABN AMRO	 	ABN AMRO
	651456568
	 	GARCIA	 	 	382,800.00	 	 	 	382,800.00	 	 	 	3/1/2007	 	 	ABN AMRO	 	ABN AMRO
	652266935
	 	COCHRAN	 	 	480,000.00	 	 	 	480,000.00	 	 	 	3/1/2007	 	 	ABN AMRO	 	ABN AMRO
	654880911
	 	NEAL	 	 	352,000.00	 	 	 	352,000.00	 	 	 	3/1/2007	 	 	ABN AMRO	 	ABN AMRO
	649015069
	 	RAMSINI	 	 	255,900.00	 	 	 	253,680.34	 	 	 	3/1/2007	 	 	ABN AMRO	 	ABN AMRO
	654880864
	 	HEGGINS	 	 	235,500.00	 	 	 	235,492.65	 	 	 	3/1/2007	 	 	ABN AMRO	 	ABN AMRO
	651827429
	 	KNUTSON	 	 	677,000.00	 	 	 	677,000.00	 	 	 	3/1/2007	 	 	ABN AMRO	 	ABN AMRO
	654999285
	 	ALDAS	 	 	300,000.00	 	 	 	300,000.00	 	 	 	3/1/2007	 	 	ABN AMRO	 	ABN AMRO
	654708227
	 	HUTCHEON	 	 	560,000.00	 	 	 	560,000.00	 	 	 	3/1/2007	 	 	ABN AMRO	 	ABN AMRO
	651906209
	 	YURISIC	 	 	705,250.00	 	 	 	694,981.66	 	 	 	3/1/2007	 	 	ABN AMRO	 	ABN AMRO
	654550295
	 	ALAI	 	 	1,037,900.00	 	 	 	1,037,900.00	 	 	 	3/1/2007	 	 	ABN AMRO	 	ABN AMRO
	654875583
	 	PRIOR	 	 	648,000.00	 	 	 	648,000.00	 	 	 	3/1/2007	 	 	ABN AMRO	 	ABN AMRO
	651932655
	 	RETZ	 	 	580,000.00	 	 	 	580,000.00	 	 	 	3/1/2007	 	 	ABN AMRO	 	ABN AMRO
	655003887
	 	PALMIERI	 	 	614,400.00	 	 	 	614,400.00	 	 	 	3/1/2007	 	 	ABN AMRO	 	ABN AMRO
	652013644
	 	COWEN	 	 	500,000.00	 	 	 	500,000.00	 	 	 	3/1/2007	 	 	ABN AMRO	 	ABN AMRO
	654786507
	 	GALLAHAIR	 	 	473,000.00	 	 	 	472,366.46	 	 	 	3/1/2007	 	 	ABN AMRO	 	ABN AMRO
	654757181
	 	EHRET	 	 	645,000.00	 	 	 	645,000.00	 	 	 	3/1/2007	 	 	ABN AMRO	 	ABN AMRO
	651340181
	 	CHEW	 	 	1,000,000.00	 	 	 	900,900.91	 	 	 	3/1/2007	 	 	ABN AMRO	 	ABN AMRO
	654205127
	 	MCCHESNEY	 	 	593,000.00	 	 	 	593,000.00	 	 	 	3/1/2007	 	 	ABN AMRO	 	ABN AMRO
	654467954
	 	VAN NIEULANDE	 	 	585,000.00	 	 	 	585,000.00	 	 	 	3/1/2007	 	 	ABN AMRO	 	ABN AMRO
	654087180
	 	WALSH	 	 	995,000.00	 	 	 	989,877.86	 	 	 	3/1/2007	 	 	ABN AMRO	 	ABN AMRO
	654881115
	 	LAUER, JR.	 	 	665,000.00	 	 	 	665,000.00	 	 	 	3/1/2007	 	 	ABN AMRO	 	ABN AMRO
	654752756
	 	LANGE	 	 	500,000.00	 	 	 	500,000.00	 	 	 	3/1/2007	 	 	ABN AMRO	 	ABN AMRO
	654962168
	 	WHITE	 	 	553,500.00	 	 	 	553,500.00	 	 	 	3/1/2007	 	 	ABN AMRO	 	ABN AMRO
	652368426
	 	KIM	 	 	471,200.00	 	 	 	470,730.78	 	 	 	3/1/2007	 	 	ABN AMRO	 	ABN AMRO
	654464837
	 	RASULO	 	 	600,000.00	 	 	 	598,323.97	 	 	 	3/1/2007	 	 	ABN AMRO	 	ABN AMRO
	654421937
	 	LOSINSKY	 	 	513,800.00	 	 	 	508,400.00	 	 	 	3/1/2007	 	 	ABN AMRO	 	ABN AMRO
	654655521
	 	JI	 	 	760,000.00	 	 	 	760,000.00	 	 	 	3/1/2007	 	 	ABN AMRO	 	ABN AMRO
	654840295
	 	MARTINEZ	 	 	550,000.00	 	 	 	550,000.00	 	 	 	3/1/2007	 	 	ABN AMRO	 	ABN AMRO
	652222022
	 	FAHEEM	 	 	600,000.00	 	 	 	593,418.98	 	 	 	3/1/2007	 	 	ABN AMRO	 	ABN AMRO
	649290893
	 	HERNANDEZ	 	 	350,000.00	 	 	 	349,970.44	 	 	 	3/1/2007	 	 	ABN AMRO	 	ABN AMRO
	651365421
	 	GIRIES	 	 	533,000.00	 	 	 	525,131.02	 	 	 	3/1/2007	 	 	ABN AMRO	 	ABN AMRO
	649201566
	 	RICARD	 	 	464,000.00	 	 	 	461,254.52	 	 	 	3/1/2007	 	 	ABN AMRO	 	ABN AMRO
	654927040
	 	ARGOSINO	 	 	547,000.00	 	 	 	547,000.00	 	 	 	3/1/2007	 	 	ABN AMRO	 	ABN AMRO
	651932278
	 	ROGERS	 	 	320,900.00	 	 	 	316,515.27	 	 	 	3/1/2007	 	 	ABN AMRO	 	ABN AMRO






 









 






	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	loaSellerLoanNo	 	brwlastname	 	loaOriginalBalance	 	 	loaCurrentBalance	 	 	CutoffDate	 	 	servicer	 	originator
	648902880
	 	MORGER	 	 	265,000.00	 	 	 	106,500.00	 	 	 	3/1/2007	 	 	ABN AMRO	 	ABN AMRO
	654486719
	 	STICKNEY	 	 	507,000.00	 	 	 	507,000.00	 	 	 	3/1/2007	 	 	ABN AMRO	 	ABN AMRO
	652127184
	 	SHIRK	 	 	475,000.00	 	 	 	475,000.00	 	 	 	3/1/2007	 	 	ABN AMRO	 	ABN AMRO
	652419779
	 	PHAM	 	 	560,000.00	 	 	 	557,848.13	 	 	 	3/1/2007	 	 	ABN AMRO	 	ABN AMRO
	654867914
	 	FUNDERBURK	 	 	534,000.00	 	 	 	533,999.61	 	 	 	3/1/2007	 	 	ABN AMRO	 	ABN AMRO
	652405272
	 	COLLINS	 	 	648,000.00	 	 	 	648,000.00	 	 	 	3/1/2007	 	 	ABN AMRO	 	ABN AMRO
	651553997
	 	LUMAS	 	 	579,900.00	 	 	 	579,900.00	 	 	 	3/1/2007	 	 	ABN AMRO	 	ABN AMRO
	652440344
	 	MCGRATH	 	 	450,000.00	 	 	 	449,780.00	 	 	 	3/1/2007	 	 	ABN AMRO	 	ABN AMRO
	654457918
	 	LANDTISER	 	 	570,000.00	 	 	 	570,000.00	 	 	 	3/1/2007	 	 	ABN AMRO	 	ABN AMRO
	654721532
	 	WHITTON	 	 	900,000.00	 	 	 	900,000.00	 	 	 	3/1/2007	 	 	ABN AMRO	 	ABN AMRO
	654771680
	 	GRONER	 	 	955,000.00	 	 	 	955,000.00	 	 	 	3/1/2007	 	 	ABN AMRO	 	ABN AMRO
	654834026
	 	BAUER	 	 	877,500.00	 	 	 	877,500.00	 	 	 	3/1/2007	 	 	ABN AMRO	 	ABN AMRO
	654833365
	 	GONZALEZ, SR	 	 	264,000.00	 	 	 	264,000.00	 	 	 	3/1/2007	 	 	ABN AMRO	 	ABN AMRO
	654171309
	 	WEINER	 	 	500,000.00	 	 	 	495,740.30	 	 	 	3/1/2007	 	 	ABN AMRO	 	ABN AMRO
	654669709
	 	KISICH	 	 	980,000.00	 	 	 	980,000.00	 	 	 	3/1/2007	 	 	ABN AMRO	 	ABN AMRO
	654891060
	 	CHOI	 	 	1,000,000.00	 	 	 	770,000.00	 	 	 	3/1/2007	 	 	ABN AMRO	 	ABN AMRO
	654170331
	 	CHEN	 	 	800,000.00	 	 	 	796,790.43	 	 	 	3/1/2007	 	 	ABN AMRO	 	ABN AMRO
	654787198
	 	KIM	 	 	544,500.00	 	 	 	544,500.00	 	 	 	3/1/2007	 	 	ABN AMRO	 	ABN AMRO
	654929304
	 	PANG	 	 	617,000.00	 	 	 	617,000.00	 	 	 	3/1/2007	 	 	ABN AMRO	 	ABN AMRO
	654721428
	 	JO	 	 	728,000.00	 	 	 	728,000.00	 	 	 	3/1/2007	 	 	ABN AMRO	 	ABN AMRO
	654748112
	 	STRECKER	 	 	1,000,000.00	 	 	 	900,000.00	 	 	 	3/1/2007	 	 	ABN AMRO	 	ABN AMRO
	654886939
	 	BIANCHINI	 	 	800,000.00	 	 	 	800,000.00	 	 	 	3/1/2007	 	 	ABN AMRO	 	ABN AMRO
	654734980
	 	GENDELEV	 	 	499,300.00	 	 	 	499,300.00	 	 	 	3/1/2007	 	 	ABN AMRO	 	ABN AMRO
	654849502
	 	BRODIE	 	 	584,000.00	 	 	 	584,000.00	 	 	 	3/1/2007	 	 	ABN AMRO	 	ABN AMRO
	654170386
	 	MONTALVO	 	 	723,000.00	 	 	 	720,029.75	 	 	 	3/1/2007	 	 	ABN AMRO	 	ABN AMRO
	654809070
	 	SINGH	 	 	675,000.00	 	 	 	675,000.00	 	 	 	3/1/2007	 	 	ABN AMRO	 	ABN AMRO
	654807192
	 	YEN	 	 	600,000.00	 	 	 	600,000.00	 	 	 	3/1/2007	 	 	ABN AMRO	 	ABN AMRO
	649713246
	 	KAPLAN	 	 	557,500.00	 	 	 	543,558.94	 	 	 	3/1/2007	 	 	ABN AMRO	 	ABN AMRO
	654843436
	 	CROSBY	 	 	590,000.00	 	 	 	590,000.00	 	 	 	3/1/2007	 	 	ABN AMRO	 	ABN AMRO
	654862840
	 	NURRE	 	 	533,000.00	 	 	 	533,000.00	 	 	 	3/1/2007	 	 	ABN AMRO	 	ABN AMRO
	654774228
	 	THOMAS	 	 	1,984,000.00	 	 	 	1,984,000.00	 	 	 	3/1/2007	 	 	ABN AMRO	 	ABN AMRO
	654757409
	 	CARLIN	 	 	832,000.00	 	 	 	830,258.51	 	 	 	3/1/2007	 	 	ABN AMRO	 	ABN AMRO
	655068841
	 	WU	 	 	530,000.00	 	 	 	529,472.38	 	 	 	3/1/2007	 	 	ABN AMRO	 	ABN AMRO
	654816616
	 	FERRARO	 	 	725,000.00	 	 	 	725,000.00	 	 	 	3/1/2007	 	 	ABN AMRO	 	ABN AMRO
	654718899
	 	GEORGE	 	 	800,000.00	 	 	 	798,245.32	 	 	 	3/1/2007	 	 	ABN AMRO	 	ABN AMRO
	654730691
	 	HO	 	 	567,000.00	 	 	 	565,813.20	 	 	 	3/1/2007	 	 	ABN AMRO	 	ABN AMRO
	654798215
	 	MERRITT	 	 	1,025,000.00	 	 	 	1,025,000.00	 	 	 	3/1/2007	 	 	ABN AMRO	 	ABN AMRO
	652267399
	 	DOLLE	 	 	540,000.00	 	 	 	539,694.30	 	 	 	3/1/2007	 	 	ABN AMRO	 	ABN AMRO
	654877574
	 	VAUGHN	 	 	480,000.00	 	 	 	480,000.00	 	 	 	3/1/2007	 	 	ABN AMRO	 	ABN AMRO
	654774319
	 	DERRINGTON	 	 	400,000.00	 	 	 	400,000.00	 	 	 	3/1/2007	 	 	ABN AMRO	 	ABN AMRO
	654859468
	 	SNELLSTROM	 	 	625,000.00	 	 	 	623,691.80	 	 	 	3/1/2007	 	 	ABN AMRO	 	ABN AMRO
	654916800
	 	RAMBHATLA	 	 	700,000.00	 	 	 	700,000.00	 	 	 	3/1/2007	 	 	ABN AMRO	 	ABN AMRO
	654942049
	 	EA	 	 	644,000.00	 	 	 	644,000.00	 	 	 	3/1/2007	 	 	ABN AMRO	 	ABN AMRO
	651754160
	 	ABARIENTOS	 	 	306,000.00	 	 	 	306,000.00	 	 	 	3/1/2007	 	 	ABN AMRO	 	ABN AMRO
	654593332
	 	DELEOZ	 	 	464,000.00	 	 	 	464,000.00	 	 	 	3/1/2007	 	 	ABN AMRO	 	ABN AMRO
	654862873
	 	BOYD	 	 	799,000.00	 	 	 	799,000.00	 	 	 	3/1/2007	 	 	ABN AMRO	 	ABN AMRO
	651927293
	 	VIGNOLA	 	 	626,000.00	 	 	 	625,999.75	 	 	 	3/1/2007	 	 	ABN AMRO	 	ABN AMRO
	651869761
	 	GRADILLAS	 	 	515,000.00	 	 	 	514,650.00	 	 	 	3/1/2007	 	 	ABN AMRO	 	ABN AMRO
	652283048
	 	KENDALL	 	 	744,000.00	 	 	 	744,000.00	 	 	 	3/1/2007	 	 	ABN AMRO	 	ABN AMRO
	654724205
	 	BRACKETT	 	 	750,000.00	 	 	 	750,000.00	 	 	 	3/1/2007	 	 	ABN AMRO	 	ABN AMRO
	654709091
	 	HASTINGS	 	 	1,237,500.00	 	 	 	1,237,500.00	 	 	 	3/1/2007	 	 	ABN AMRO	 	ABN AMRO
	654871180
	 	TAYLOR	 	 	525,000.00	 	 	 	525,000.00	 	 	 	3/1/2007	 	 	ABN AMRO	 	ABN AMRO
	654846382
	 	TANNENBAUM	 	 	845,000.00	 	 	 	844,053.14	 	 	 	3/1/2007	 	 	ABN AMRO	 	ABN AMRO
	652405250
	 	MORALES	 	 	638,000.00	 	 	 	638,000.00	 	 	 	3/1/2007	 	 	ABN AMRO	 	ABN AMRO
	654563735
	 	KHATRI	 	 	439,900.00	 	 	 	439,000.82	 	 	 	3/1/2007	 	 	ABN AMRO	 	ABN AMRO
	550233358
	 	BREWER	 	 	688,800.00	 	 	 	688,200.00	 	 	 	3/1/2007	 	 	ABN AMRO	 	ABN AMRO
	654890081
	 	JUN	 	 	660,000.00	 	 	 	660,000.00	 	 	 	3/1/2007	 	 	ABN AMRO	 	ABN AMRO
	654785458
	 	ELSON	 	 	975,000.00	 	 	 	975,000.00	 	 	 	3/1/2007	 	 	ABN AMRO	 	ABN AMRO
	654903907
	 	COX	 	 	605,000.00	 	 	 	604,102.08	 	 	 	3/1/2007	 	 	ABN AMRO	 	ABN AMRO






 









 






	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	loaSellerLoanNo	 	brwlastname	 	loaOriginalBalance	 	 	loaCurrentBalance	 	 	CutoffDate	 	 	servicer	 	originator
	651831744
	 	JOHAL	 	 	600,000.00	 	 	 	591,997.83	 	 	 	3/1/2007	 	 	ABN AMRO	 	ABN AMRO
	655023368
	 	ALI	 	 	525,000.00	 	 	 	524,477.36	 	 	 	3/1/2007	 	 	ABN AMRO	 	ABN AMRO
	654468476
	 	MCDEAVITT	 	 	742,000.00	 	 	 	742,000.00	 	 	 	3/1/2007	 	 	ABN AMRO	 	ABN AMRO
	655059350
	 	NEELS	 	 	710,000.00	 	 	 	710,000.00	 	 	 	3/1/2007	 	 	ABN AMRO	 	ABN AMRO
	653785753
	 	DUESBERG	 	 	580,000.00	 	 	 	580,000.00	 	 	 	3/1/2007	 	 	ABN AMRO	 	ABN AMRO
	654875219
	 	OLVERA	 	 	455,000.00	 	 	 	455,000.00	 	 	 	3/1/2007	 	 	ABN AMRO	 	ABN AMRO
	654675342
	 	SPELLBERG	 	 	900,000.00	 	 	 	900,000.00	 	 	 	3/1/2007	 	 	ABN AMRO	 	ABN AMRO
	654757944
	 	HUTCHINS	 	 	620,000.00	 	 	 	620,000.00	 	 	 	3/1/2007	 	 	ABN AMRO	 	ABN AMRO
	654014627
	 	LONG NGUYEN	 	 	445,000.00	 	 	 	440,689.58	 	 	 	3/1/2007	 	 	ABN AMRO	 	ABN AMRO
	654988818
	 	KRISHNASWAMI	 	 	1,077,000.00	 	 	 	1,077,000.00	 	 	 	3/1/2007	 	 	ABN AMRO	 	ABN AMRO
	654489541
	 	ANDRE	 	 	950,000.00	 	 	 	946,796.30	 	 	 	3/1/2007	 	 	ABN AMRO	 	ABN AMRO
	654795597
	 	SCHWAGER	 	 	880,000.00	 	 	 	879,960.20	 	 	 	3/1/2007	 	 	ABN AMRO	 	ABN AMRO
	654771602
	 	BHEEMAN	 	 	505,000.00	 	 	 	504,999.80	 	 	 	3/1/2007	 	 	ABN AMRO	 	ABN AMRO
	550232493
	 	Lira	 	 	575,000.00	 	 	 	575,000.00	 	 	 	3/1/2007	 	 	ABN AMRO	 	ABN AMRO
	654737814
	 	NGUYEN	 	 	438,000.00	 	 	 	437,104.68	 	 	 	3/1/2007	 	 	ABN AMRO	 	ABN AMRO
	655012081
	 	CARLSON	 	 	552,000.00	 	 	 	552,000.00	 	 	 	3/1/2007	 	 	ABN AMRO	 	ABN AMRO
	654902110
	 	AMMU	 	 	552,000.00	 	 	 	552,000.00	 	 	 	3/1/2007	 	 	ABN AMRO	 	ABN AMRO
	654737892
	 	SONG	 	 	500,000.00	 	 	 	499,791.66	 	 	 	3/1/2007	 	 	ABN AMRO	 	ABN AMRO
	654905282
	 	MARTINEZ-MARCIEL	 	 	335,000.00	 	 	 	335,000.00	 	 	 	3/1/2007	 	 	ABN AMRO	 	ABN AMRO
	649844698
	 	ZUTSHI	 	 	798,000.00	 	 	 	780,896.65	 	 	 	3/1/2007	 	 	ABN AMRO	 	ABN AMRO
	654033517
	 	ROACH	 	 	532,000.00	 	 	 	529,814.43	 	 	 	3/1/2007	 	 	ABN AMRO	 	ABN AMRO
	654693776
	 	NGUYEN	 	 	449,000.00	 	 	 	448,082.22	 	 	 	3/1/2007	 	 	ABN AMRO	 	ABN AMRO
	654916490
	 	PARKER	 	 	613,000.00	 	 	 	613,000.00	 	 	 	3/1/2007	 	 	ABN AMRO	 	ABN AMRO
	654934196
	 	MOHAPATRA	 	 	472,500.00	 	 	 	472,040.76	 	 	 	3/1/2007	 	 	ABN AMRO	 	ABN AMRO
	648957001
	 	ABERNETHY	 	 	700,000.00	 	 	 	696,862.67	 	 	 	3/1/2007	 	 	ABN AMRO	 	ABN AMRO
	654763760
	 	JORGENSEN	 	 	548,000.00	 	 	 	548,000.00	 	 	 	3/1/2007	 	 	ABN AMRO	 	ABN AMRO
	652356729
	 	KIBLER	 	 	444,000.00	 	 	 	444,000.00	 	 	 	3/1/2007	 	 	ABN AMRO	 	ABN AMRO
	649631383
	 	YUAN	 	 	522,900.00	 	 	 	522,900.00	 	 	 	3/1/2007	 	 	ABN AMRO	 	ABN AMRO
	654125346
	 	REN	 	 	530,000.00	 	 	 	527,770.61	 	 	 	3/1/2007	 	 	ABN AMRO	 	ABN AMRO
	654734979
	 	TSUI	 	 	575,000.00	 	 	 	574,255.21	 	 	 	3/1/2007	 	 	ABN AMRO	 	ABN AMRO
	654891220
	 	WOO	 	 	800,000.00	 	 	 	800,000.00	 	 	 	3/1/2007	 	 	ABN AMRO	 	ABN AMRO
	654907319
	 	RAJAGOPALAN	 	 	528,000.00	 	 	 	527,305.51	 	 	 	3/1/2007	 	 	ABN AMRO	 	ABN AMRO
	654736506
	 	NAIR	 	 	548,000.00	 	 	 	548,000.00	 	 	 	3/1/2007	 	 	ABN AMRO	 	ABN AMRO
	654723761
	 	MARQUEZ	 	 	676,000.00	 	 	 	676,000.00	 	 	 	3/1/2007	 	 	ABN AMRO	 	ABN AMRO
	654736744
	 	WU	 	 	1,000,000.00	 	 	 	1,000,000.00	 	 	 	3/1/2007	 	 	ABN AMRO	 	ABN AMRO
	654786950
	 	YE	 	 	733,000.00	 	 	 	731,703.01	 	 	 	3/1/2007	 	 	ABN AMRO	 	ABN AMRO
	651806798
	 	MARTZ	 	 	518,000.00	 	 	 	518,000.00	 	 	 	3/1/2007	 	 	ABN AMRO	 	ABN AMRO
	649090458
	 	MAYES	 	 	582,000.00	 	 	 	582,000.00	 	 	 	3/1/2007	 	 	ABN AMRO	 	ABN AMRO
	654727889
	 	LARSEN	 	 	552,000.00	 	 	 	552,000.00	 	 	 	3/1/2007	 	 	ABN AMRO	 	ABN AMRO
	651920401
	 	GUNSALLUS	 	 	455,000.00	 	 	 	455,000.00	 	 	 	3/1/2007	 	 	ABN AMRO	 	ABN AMRO
	652941260
	 	HITCHCOCK	 	 	180,000.00	 	 	 	180,000.00	 	 	 	3/1/2007	 	 	ABN AMRO	 	ABN AMRO
	550232949
	 	SCHMIDT	 	 	470,000.00	 	 	 	467,637.04	 	 	 	3/1/2007	 	 	ABN AMRO	 	ABN AMRO
	649809684
	 	BARGE	 	 	300,000.00	 	 	 	293,785.07	 	 	 	3/1/2007	 	 	ABN AMRO	 	ABN AMRO
	655023200
	 	LEHMANN	 	 	552,000.00	 	 	 	551,437.21	 	 	 	3/1/2007	 	 	ABN AMRO	 	ABN AMRO
	654904942
	 	VAN ROSSUM	 	 	451,500.00	 	 	 	451,500.00	 	 	 	3/1/2007	 	 	ABN AMRO	 	ABN AMRO
	654719457
	 	SHACKELFORD	 	 	452,750.00	 	 	 	452,750.00	 	 	 	3/1/2007	 	 	ABN AMRO	 	ABN AMRO
	650518742
	 	WILLETTE	 	 	169,400.00	 	 	 	167,360.57	 	 	 	3/1/2007	 	 	ABN AMRO	 	ABN AMRO
	654328114
	 	ZAVARI	 	 	417,000.00	 	 	 	416,459.86	 	 	 	3/1/2007	 	 	ABN AMRO	 	ABN AMRO
	652408015
	 	BECK	 	 	265,500.00	 	 	 	262,655.59	 	 	 	3/1/2007	 	 	ABN AMRO	 	ABN AMRO
	652371591
	 	YAN	 	 	253,000.00	 	 	 	250,159.23	 	 	 	3/1/2007	 	 	ABN AMRO	 	ABN AMRO
	652179951
	 	ROBISON	 	 	600,000.00	 	 	 	600,000.00	 	 	 	3/1/2007	 	 	ABN AMRO	 	ABN AMRO
	654897772
	 	GOEMAN	 	 	625,600.00	 	 	 	625,600.00	 	 	 	3/1/2007	 	 	ABN AMRO	 	ABN AMRO
	654756567
	 	RAIDNA	 	 	730,000.00	 	 	 	728,321.66	 	 	 	3/1/2007	 	 	ABN AMRO	 	ABN AMRO
	654778972
	 	BELL	 	 	1,058,000.00	 	 	 	1,058,000.00	 	 	 	3/1/2007	 	 	ABN AMRO	 	ABN AMRO
	654795655
	 	BOYD	 	 	511,500.00	 	 	 	511,500.00	 	 	 	3/1/2007	 	 	ABN AMRO	 	ABN AMRO
	652148953
	 	ROYAL	 	 	511,950.00	 	 	 	505,210.34	 	 	 	3/1/2007	 	 	ABN AMRO	 	ABN AMRO
	654800845
	 	MOORE	 	 	850,000.00	 	 	 	850,000.00	 	 	 	3/1/2007	 	 	ABN AMRO	 	ABN AMRO
	655054479
	 	NICHOLL, JR.	 	 	466,500.00	 	 	 	466,500.00	 	 	 	3/1/2007	 	 	ABN AMRO	 	ABN AMRO






 









 








Exhibit Standard File Layout – Master Servicing







					
	 	 	 	 	 
	P3301-139
	 	ABN AMRO MORTGAGE GROUP
	 	07/31/06
	 
	 	MONTHLY STATEMENT OF MORTGAGE ACCOUNTS
	 	PAGE 39203






	 	 	 	 	 	 	 	 	 	 	 	 	 
	ATTN: ALEX ILNICKI	 	 	 	INTEREST RATE	 	.0000000	 	SERVICE FEE	 	.00000000	 	STATE
	ONE BELVEDERE PLACE	 	 	 	 	 	 	 	 	 	 	 
	SUITE 300	 	INVESTOR S20	 	CATEGORY 001	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 





	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	INVESTOR	 	INVESTOR	 	SHORT	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	OUR LOAN NO	 	BANK CAT	 	LOAN NO	 	NAME	 	DUE	 	NEXT	 	TRUST BAL/	 	PRINCIPAL	 	P&I	 	DELINQUENT	ADVANCE
	 	 	ANN INT	 	 	 	SF-RATE	 	DATE	 	NO	 	INT PAID TO	 	BALANCE	 	CONSTANT 	 	INTEREST	 	PRINCIPAL	 	INTEREST	 	PRINCIPAL
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 





 









 









	 	 	 	 	 
	 	 	 	 	 
	S3301-213
	 	ABN AMRO MORTGAGE GROUP
	 	07/31/06
	 
	 	SUMMARY OF CURTAILMENTS MADE REMITTANCE REPORT
	 	PAGE 8956






	 	 	 	 	 	 	 	 	 	 	 	 	 
	ATTN: ALEX ILNICKI	 	 	 	INTEREST RATE	 	.0000000	 	SERVICE FEE	 	.00000000	 	STATE
	ONE BELVEDERE PLACE	 	 	 	 	 	 	 	 	 	 	 
	SUITE 300	 	INVESTOR S20	 	CATEGORY 001	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 





	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	INVESTOR	 	DATE	 	PMT	 	 	 	 	SERVICE	 	NET	 	DEPOSITED	 	PRINCIPAL	 	LATE	 	OTHER
	OUR LOAN NO	 	LOAN NO	 	PAID	 	NO	 	ESCROW	 	PRINCIPAL INTEREST    	FEE	 	INTEREST	 	/REMITTED	 	BALANCE	 	CHG 	 	 TRUST
	 	 	P&I CONSTANT	 	ANN I/R	 	SF RATE	 	DATE DUE	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 





 









 









					
	 	 	 	 	 
	S3301-215
	 	ABN AMRO MORTGAGE GROUP
	 	07/31/06
	 
	 	CONSOLIDATION OF REMITTANCE REPORTS
	 	PAGE 26046






	 	 	 	 	 	 	 	 	 	 	 	 	 
	ATTN: ALEX ILNICKI	 	 	 	INTEREST RATE	 	.00000000	 	SERVICE FEE	 	.00000000	 	STATE
	ONE BELVEDERE PLACE	 	 	 	 	 	 	 	 	 	 	 	
	SUITE 300	 	INVESTOR S20	 	CATEGORY 001	 	 	 	 				
	 
	 	 	 	 	 	 	 	 	 	 	 	 





	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	INVESTOR	 	DATE	 	PMT	 	DATE	 	 	 	 	SERVICE	 	NET	 	DEPOSITED	 	PRINCIPAL	 	LATE	 	OTHER	 
	OUR LOAN NO	 	LOAN NO	 	PAID	 	NO	 	DUE	 	ESCROW	 	PRINCIPAL INTEREST    	FEE	 	INTEREST	 	/REMITTED	 	BALANCE	 	CHG	 	TRUST
	 	 	P&I CONSTANT	 	ANN INT	 	RATE	 	SER FEE	 	RATE	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 





 









 









	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	ABN Loan	 	 	 	 	 	Arm	 	Inv Loan	 	Int	 	Ser	 	 	 	P & I	 	Beg Prin	 	Beg Sch Prin	 	Sched	 	Sched Net	 	 	 	Due	 	Ending Sch	 	End Prin	 	 	 	 	 	 	 	 	 
	Number	 	Inv	 	Cat	 	Indicator	 	Num	 	Rate	 	Fee	 	Yield	 	Constant	 	Bal/Actual	 	Bal	 	Prin	 	Int	 	Remittance	 	Date	 	Bal	 	Bal/Actual	 	Curt	 	Curt Adj	 	PIF	 	PIF Date	 
	 

	 	 
	 	 
	 	 
	 	 
	 	 
	 	 
	 	 
	 	 
	 	 
	 	 
	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 





 









 








	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	prepay_penalty_amt,	 	 	prepay_penalty_waived,	 	 	 	 	 	 	 
	loan_nbr	 	mod_date	 	 	mod_type	 	 	if applicable	 	 	if applicable.	 	 	ser_investor_nbr	 	 	servicer_loan_nbr	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 





 









 





Exhibit Standard
File Layout — Delinquency Reporting




	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	Format
	Column/Header Name	 	Description	 	Decimal	 	Comment
	SERVICER_LOAN_NBR

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

	 	A unique identifier assigned to each loan by the originator.	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	CLIENT_NBR

	 	Servicer Client Number	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	SERV_INVESTOR_NBR

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

	 	First Name of the Borrower.	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	BORROWER_LAST_NAME

	 	Last name of the borrower.	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	PROP_ADDRESS

	 	Street Name and Number of Property	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	PROP_STATE

	 	The state where the property located.	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	PROP_ZIP

	 	Zip code where the property is located.	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	BORR_NEXT_PAY_DUE_DATE

	 	The date that the borrower’s next payment is due to the
servicer at the end of processing cycle, as reported by
Servicer.
	 	 	 	 	 	MM/DD/YYYY
	 
	 	 	 	 	 	 	 	 
	LOAN_TYPE

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

	 	The date a particular bankruptcy claim was filed.
	 	 	 	 	 	MM/DD/YYYY
	 
	 	 	 	 	 	 	 	 
	BANKRUPTCY_CHAPTER_CODE

	 	The chapter under which the bankruptcy was filed.	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	BANKRUPTCY_CASE_NBR

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

	 	The payment due date once the
bankruptcy has been approved 
by the courts
	 	 	 	 	 	MM/DD/YYYY
	 
	 	 	 	 	 	 	 	 
	BANKRUPTCY_DCHRG_DISM_DATE

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

	 	The Date The Loss Mitigation Was Approved By The Servicer
	 	 	 	 	 	MM/DD/YYYY
	 
	 	 	 	 	 	 	 	 
	LOSS_MIT_TYPE

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

	 	The Date The Loss Mitigation /Plan Is Scheduled To End/Close
	 	 	 	 	 	MM/DD/YYYY
	 
	 	 	 	 	 	 	 	 
	LOSS_MIT_ACT_COMP_DATE

	 	The Date The Loss Mitigation Is Actually Completed
	 	 	 	 	 	MM/DD/YYYY
	 
	 	 	 	 	 	 	 	 
	FRCLSR_APPROVED_DATE

	 	The date DA Admin sends a letter to the servicer with
instructions to begin foreclosure proceedings.
	 	 	 	 	 	MM/DD/YYYY
	 
	 	 	 	 	 	 	 	 
	ATTORNEY_REFERRAL_DATE

	 	Date File Was Referred To Attorney to Pursue Foreclosure
	 	 	 	 	 	MM/DD/YYYY
	 
	 	 	 	 	 	 	 	 
	FIRST_LEGAL_DATE

	 	Notice of 1st legal filed by an Attorney in a Foreclosure Action
	 	 	 	 	 	MM/DD/YYYY
	 
	 	 	 	 	 	 	 	 
	FRCLSR_SALE_EXPECTED_DATE

	 	The date by which a foreclosure sale is expected to occur.
	 	 	 	 	 	MM/DD/YYYY
	 
	 	 	 	 	 	 	 	 
	FRCLSR_SALE_DATE

	 	The actual date of the foreclosure sale.
	 	 	 	 	 	MM/DD/YYYY
	 
	 	 	 	 	 	 	 	 
	FRCLSR_SALE_AMT

	 	The amount a property sold for at the foreclosure sale.
	 	 	2	 	 	No commas(,) or

dollar signs ($)
	 
	 	 	 	 	 	 	 	 
	EVICTION_START_DATE

	 	The date the servicer initiates eviction of the borrower.
	 	 	 	 	 	MM/DD/YYYY
	 
	 	 	 	 	 	 	 	 
	EVICTION_COMPLETED_DATE

	 	The date the court revokes legal possession of the property
from the borrower.
	 	 	 	 	 	MM/DD/YYYY
	 
	 	 	 	 	 	 	 	 
	LIST_PRICE

	 	The price at which an REO property is marketed.
	 	 	2	 	 	No commas(,) or

dollar signs ($)
	 
	 	 	 	 	 	 	 	 
	LIST_DATE

	 	The date an REO property is listed at a particular price.
	 	 	 	 	 	MM/DD/YYYY
	 
	 	 	 	 	 	 	 	 
	OFFER_AMT

	 	The dollar value of an offer for an REO property.
	 	 	2	 	 	No commas(,) or

dollar signs ($)
	 
	 	 	 	 	 	 	 	 
	OFFER_DATE_TIME

	 	The date an offer is received by DA Admin or by the Servicer.
	 	 	 	 	 	MM/DD/YYYY
	 
	 	 	 	 	 	 	 	 
	REO_CLOSING_DATE

	 	The date the REO sale of the property is scheduled to close.
	 	 	 	 	 	MM/DD/YYYY
	 
	 	 	 	 	 	 	 	 
	REO_ACTUAL_CLOSING_DATE

	 	Actual Date Of REO Sale
	 	 	 	 	 	MM/DD/YYYY






 









 








	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	Format
	Column/Header Name	 	Description	 	Decimal	 	Comment
	OCCUPANT_CODE

	 	Classification of how the property is occupied.	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	PROP_CONDITION_CODE

	 	A code that indicates the condition of the property.	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	PROP_INSPECTION_DATE

	 	The date a property inspection is performed.
	 	 	 	 	 	MM/DD/YYYY
	 
	 	 	 	 	 	 	 	 
	APPRAISAL_DATE

	 	The date the appraisal was done.
	 	 	 	 	 	MM/DD/YYYY
	 
	 	 	 	 	 	 	 	 
	CURR_PROP_VAL

	 	The current “as is” value of the property based on brokers
price opinion or appraisal.
	 	 	2	 	 	 
	 
	 	 	 	 	 	 	 	 
	REPAIRED_PROP_VAL

	 	The amount the property would be worth if repairs are completed
pursuant to a broker’s price opinion or appraisal.
	 	 	2	 	 	 
	 
	 	 	 	 	 	 	 	 
	If applicable:
	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	DELINQ_STATUS_CODE

	 	FNMA Code Describing Status of Loan	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	DELINQ_REASON_CODE

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

	 	Date Mortgage Insurance Claim Was Filed With Mortgage Insurance
Company.
	 	 	 	 	 	MM/DD/YYYY
	 
	 	 	 	 	 	 	 	 
	MI_CLAIM_AMT

	 	Amount of Mortgage Insurance Claim Filed
	 	 	 	 	 	No commas(,) or

dollar signs ($)
	 
	 	 	 	 	 	 	 	 
	MI_CLAIM_PAID_DATE

	 	Date Mortgage Insurance Company Disbursed Claim Payment
	 	 	 	 	 	MM/DD/YYYY
	 
	 	 	 	 	 	 	 	 
	MI_CLAIM_AMT_PAID

	 	Amount Mortgage Insurance Company Paid On Claim
	 	 	2	 	 	No commas(,) or

dollar signs ($)
	 
	 	 	 	 	 	 	 	 
	POOL_CLAIM_FILED_DATE

	 	Date Claim Was Filed With Pool Insurance Company
	 	 	 	 	 	MM/DD/YYYY
	 
	 	 	 	 	 	 	 	 
	POOL_CLAIM_AMT

	 	Amount of Claim Filed With Pool Insurance Company
	 	 	2	 	 	No commas(,) or

dollar signs ($)
	 
	 	 	 	 	 	 	 	 
	POOL_CLAIM_PAID_DATE

	 	Date Claim Was Settled and The Check Was Issued By The Pool
Insurer
	 	 	 	 	 	MM/DD/YYYY
	 
	 	 	 	 	 	 	 	 
	POOL_CLAIM_AMT_PAID

	 	Amount Paid On Claim By Pool Insurance Company
	 	 	2	 	 	No commas(,) or

dollar signs ($)
	 
	 	 	 	 	 	 	 	 
	FHA_PART_A_CLAIM_FILED_DATE

	 	Date FHA Part A Claim Was Filed With HUD
	 	 	 	 	 	MM/DD/YYYY
	 
	 	 	 	 	 	 	 	 
	FHA_PART_A_CLAIM_AMT

	 	Amount of FHA Part A Claim Filed
	 	 	2	 	 	No commas(,) or

dollar signs ($)
	 
	 	 	 	 	 	 	 	 
	FHA_PART_A_CLAIM_PAID_DATE

	 	Date HUD Disbursed Part A Claim Payment
	 	 	 	 	 	MM/DD/YYYY
	 
	 	 	 	 	 	 	 	 
	FHA_PART_A_CLAIM_PAID_AMT

	 	Amount HUD Paid on Part A Claim
	 	 	2	 	 	No commas(,) or

dollar signs ($)
	 
	 	 	 	 	 	 	 	 
	FHA_PART_B_CLAIM_FILED_DATE

	 	Date FHA Part B Claim Was Filed With HUD
	 	 	 	 	 	MM/DD/YYYY
	 
	 	 	 	 	 	 	 	 
	FHA_PART_B_CLAIM_AMT

	 	Amount of FHA Part B Claim Filed
	 	 	2	 	 	No commas(,) or

dollar signs ($)
	 
	 	 	 	 	 	 	 	 
	FHA_PART_B_CLAIM_PAID_DATE

	 	Date HUD Disbursed Part B Claim Payment
	 	 	 	 	 	MM/DD/YYYY
	 
	 	 	 	 	 	 	 	 
	FHA_PART_B_CLAIM_PAID_AMT

	 	Amount HUD Paid on Part B Claim
	 	 	2	 	 	No commas(,) or

dollar signs ($)
	 
	 	 	 	 	 	 	 	 
	VA_CLAIM_FILED_DATE

	 	Date VA Claim Was Filed With the Veterans Admin
	 	 	 	 	 	MM/DD/YYYY
	 
	 	 	 	 	 	 	 	 
	VA_CLAIM_PAID_DATE

	 	Date Veterans Admin. Disbursed VA Claim Payment
	 	 	 	 	 	MM/DD/YYYY
	 
	 	 	 	 	 	 	 	 
	VA_CLAIM_PAID_AMT

	 	Amount Veterans Admin. Paid on VA Claim
	 	 	2	 	 	No commas(,) or

dollar signs ($)







 









 





Standard File Codes – Delinquency Reporting



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




	 	 	 	 	 	 	 
	 

	 	•
	 	ASUM-
	 	Approved Assumption
	 

	 	•
	 	BAP-
	 	Borrower Assistance Program
	 

	 	•
	 	CO-
	 	Charge Off
	 

	 	•
	 	DIL-
	 	Deed-in-Lieu
	 

	 	•
	 	FFA-
	 	Formal Forbearance Agreement
	 

	 	•
	 	MOD-
	 	Loan Modification
	 

	 	•
	 	PRE-
	 	Pre-Sale
	 

	 	•
	 	SS-
	 	Short Sale
	 

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





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



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




	 	 	 	 	 	 	 
	 

	 	•
	 	Mortgagor
	 	 
	 

	 	•
	 	Tenant	 	 
	 

	 	•
	 	Unknown	 	 
	 

	 	•
	 	Vacant	 	 





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




	 	 	 	 	 	 	 
	 

	 	•
	 	Damaged
	 	 
	 

	 	•
	 	Excellent	 	 
	 

	 	•
	 	Fair	 	 
	 

	 	•
	 	Gone	 	 
	 

	 	•
	 	Good	 	 
	 

	 	•
	 	Poor	 	 
	 

	 	•
	 	Special Hazard	 	 
	 

	 	•
	 	Unknown	 	 






 









 





Standard File Codes – Delinquency Reporting, Continued



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




	 	 	 
	Delinquency	 	 
	Code	 	Delinquency Description
	001

	 	FNMA-Death of principal mortgagor
	002

	 	FNMA-Illness of principal mortgagor
	003

	 	FNMA-Illness of mortgagor’s family member
	004

	 	FNMA-Death of mortgagor’s family member
	005

	 	FNMA-Marital difficulties
	006

	 	FNMA-Curtailment of income
	007

	 	FNMA-Excessive Obligation
	008

	 	FNMA-Abandonment of property
	009

	 	FNMA-Distant employee transfer
	011

	 	FNMA-Property problem
	012

	 	FNMA-Inability to sell property
	013

	 	FNMA-Inability to rent property
	014

	 	FNMA-Military Service
	015

	 	FNMA-Other
	016

	 	FNMA-Unemployment
	017

	 	FNMA-Business failure
	019

	 	FNMA-Casualty loss
	022

	 	FNMA-Energy environment costs
	023

	 	FNMA-Servicing problems
	026

	 	FNMA-Payment adjustment
	027

	 	FNMA-Payment dispute
	029

	 	FNMA-Transfer of ownership pending
	030

	 	FNMA-Fraud
	031

	 	FNMA-Unable to contact borrower
	INC

	 	FNMA-Incarceration






 









 





Standard File Codes – Delinquency Reporting, Continued



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




	 	 	 
	Status Code	 	Status Description
	09

	 	Forbearance
	17

	 	Pre-foreclosure Sale Closing Plan Accepted
	24

	 	Government Seizure
	26

	 	Refinance
	27

	 	Assumption
	28

	 	Modification
	29

	 	Charge-Off
	30

	 	Third Party Sale
	31

	 	Probate
	32

	 	Military Indulgence
	43

	 	Foreclosure Started
	44

	 	Deed-in-Lieu Started
	49

	 	Assignment Completed
	61

	 	Second Lien Considerations
	62

	 	Veteran’s Affairs-No Bid
	63

	 	Veteran’s Affairs-Refund
	64

	 	Veteran’s Affairs-Buydown
	65

	 	Chapter 7 Bankruptcy
	66

	 	Chapter 11 Bankruptcy
	67

	 	Chapter 13 Bankruptcy






 









 






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





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




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




Liquidation and Acquisition Expenses:




	 	1.	 	The Actual Unpaid Principal Balance of the Mortgage Loan. For documentation,
an Amortization Schedule from date of default through liquidation breaking out the net
interest and servicing fees advanced is required.
	 
	 	2.	 	The Total Interest Due less the aggregate amount of servicing fee that would
have been earned if all delinquent payments had been made as agreed. For
documentation, an Amortization Schedule from date of default through liquidation
breaking out the net interest and servicing fees advanced is required.
	 
	 	3.	 	Accrued Servicing Fees based upon the Scheduled Principal Balance of the
Mortgage Loan as calculated on a monthly basis. For documentation, an Amortization
Schedule from date of default through liquidation breaking out the net interest and
servicing fees advanced is required.
	 
	 	4-12.	 	Complete as applicable. Required documentation:






	 	*	 	For taxes and insurance advances – see page 2 of 332 form -
breakdown required showing period of coverage, base tax, interest, penalty.
Advances prior to default require evidence of servicer efforts to recover
advances.
	 
	 	*	 	For escrow advances — complete payment history (to calculate
advances from last positive escrow balance forward)
	 
	 	*	 	Other expenses —  copies of corporate advance history
showing all payments
	 
	 	*	 	REO repairs > $1500 require explanation
	 
	 	*	 	REO repairs >$3000 require evidence of at least 2 bids.
	 
	 	*	 	Short Sale or Charge Off require P&L supporting the decision
and WFB’s approved Officer Certificate
	 
	 	*	 	Unusual or extraordinary items may require further
documentation.






	 	13.	 	The total of lines 1 through 12.






Credits:




	 	14-21.	 	Complete as applicable. Required documentation:






	 	*	 	Copy of the HUD 1 from the REO sale. If a 3rd Party Sale,
bid instructions and Escrow Agent / Attorney Letter of Proceeds Breakdown.
	 
	 	*	 	Copy of EOB for any MI or gov’t guarantee
	 
	 	*	 	All other credits need to be clearly defined on the 332 form






	 	22.	 	The total of lines 14 through 21.




 









 














			
	        Please Note:	 	For HUD/VA loans, use line (18a) for Part A/Initial proceeds and line
(18b) for Part B/Supplemental proceeds.
	 
	        Total Realized Loss (or Amount of Any Gain)
	 
	        23.	 	For HUD/VA loans, use line (18a) for Part A/Initial proceeds and line
(18b) for Part B/Supplemental proceeds.




 









 













Exhibit E-3A: Calculation of Realized Loss/Gain Form 332




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	Prepared by:	 	 	 	 	 	 	 	Date:	 	 	 	 
	 

	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 
	 

	 	Phone:
	 	 	 	 	 	 	 	Email Address:	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 











   Servicer
Loan No.















   Servicer Name















   Servicer Address













	 	 	 	 	 	 	 	 	 
	 	 	WELLS FARGO BANK, N.A. Loan No.	 	 	 	 
	 

	 	 	 	 	 

	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	Borrower’s Name:	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	Property Address:	 	 	 	 	 	 
	 	 	 	 





	 	 	 	 	 	 	 	 	 
	 

	 	Liquidation Type: REO Sale
	 	3rd Party Sale
	 	Short Sale
	 	Charge Off
	 
	 	 	 	 	 	 	 	 
	 	 	Was this loan granted a Bankruptcy deficiency or cramdown	 	Yes	 	No







If “Yes”, provide deficiency or cramdown amount                                                                                                                         



	 	 	 	 	 	 	 
	Liquidation and Acquisition Expenses:	 	 	 	 	 	 
	(1) Actual Unpaid Principal Balance of Mortgage Loan
	 	$	                    	 	 (1)	 
	(2) Interest accrued at Net Rate
	 	 	                    	 	 (2)	 
	(3) Accrued Servicing Fees
	 	 	                    	 	 (3)	 
	(4) Attorney’s Fees
	 	 	                    	 	 (4)	 
	(5) Taxes (see page 2)
	 	 	                    	 	 (5)	 
	(6) Property Maintenance
	 	 	                    	 	 (6)	 
	(7) MI/Hazard Insurance Premiums (see page 2)
	 	 	                    	 	 (7)	 
	(8) Utility Expenses
	 	 	                    	 	 (8)	 
	(9) Appraisal/BPO
	 	 	                    	 	 (9)	 
	(10) Property Inspections
	 	 	                    	 	 (10)	 
	(11) FC Costs/Other Legal Expenses
	 	 	                    	 	 (11)	 
	(12) Other (itemize)
	 	 	                    	 	 (12)	 
	Cash for Keys__________________________
	 	 	                    	 	 (12)	 
	HOA/Condo Fees_______________________
	 	 	                    	 	 (12)	 
	______________________________________
	 	 	                    	 	 (12)	 
	 
	 	 	 	 	 	 
	Total Expenses
	 	$	                    	 	 (13)	 
	Credits:
	 	 	 	 	 	 
	(14) Escrow Balance
	 	$	                    	 	 (14)	 
	(15) HIP Refund
	 	 	                    	 	 (15)	 
	(16) Rental Receipts
	 	 	                    	 	 (16)	 
	(17) Hazard Loss Proceeds
	 	 	                    	 	 (17)	 
	(18) Primary Mortgage Insurance / Gov’t Insurance
	 	 	                    	 	 (18a) HUD Part A	 
	 
	 	 	                    	 	 (18b) HUD Part B	 
	(19) Pool Insurance Proceeds
	 	 	                    	 	 (19)	 
	(20) Proceeds from Sale of Acquired Property
	 	 	                    	 	 (20)	 






 









 






	 	 	 	 	 	 	 
	Liquidation and Acquisition Expenses:	 	 	 	 	 	 
	(21) Other (itemize)
	 	 	                    	 	 (21)	 
	_________________________________________
	 	 	                    	 	 (21)	 
	 
	 	 	 	 	 	 
	Total Credits
	 	$	                    	 	 (22)	 
	Total Realized Loss (or Amount of Gain)
	 	$	                    	 	 (23)	 






 









 







Escrow
Disbursement Detail




	 	 	 	 	 	 	 	 	 	 	 	 	 
	Type (Tax /Ins.)	 	Date Paid	 	Period of Coverage	 	Total Paid	 	Base Amount	 	Penalties	 	Interest