**EMC
      MORTGAGE CORPORATION**





**Purchaser**





**and**





**WELLS
      FARGO BANK, N.A.**





**Company**

















**AMENDED
      AND RESTATED MASTER**


**SELLER'S
      WARRANTIES AND SERVICING AGREEMENT**





**Dated
      as of November 1, 2005**















**Fixed
      Rate and Adjustable Rate Mortgage Loans**











**TABLE
      OF CONTENTS**










**ARTICLE
      I**




**DEFINITIONS**




**ARTICLE
      II**




**CONVEYANCE
      OF MORTGAGE LOANS; POSSESSION OF MORTGAGE FILES; BOOKS AND RECORDS; CUSTODIAL
      AGREEMENT; DELIVERY OF DOCUMENTS**




**ARTICLE
      III**




**REPRESENTATIONS
      AND WARRANTIES REMEDIES AND BREACH**




**ARTICLE
      IV**




**ADMINISTRATION
      AND SERVICING OF MORTGAGE LOANS**




**ARTICLE
      V**




**PAYMENTS
      TO PURCHASER**




**ARTICLE
      VI**




**GENERAL
      SERVICING PROCEDURES**




**ARTICLE
      VII**




**COMPANY
      TO COOPERATE**




**ARTICLE
      VIII**




**THE
      COMPANY**




**ARTICLE
      IX**




**SECURITIZATION
      TRANSACTIONS; WHOLE LOAN TRANSFERS AND AGENCY TRANSFERS**




**ARTICLE
      X**




**DEFAULT**




**ARTICLE
      XI**




**TERMINATION**




**ARTICLE
      XII**




**MISCELLANEOUS
      PROVISIONS**




EXHIBITS


Exhibit
                  A
              
              Form
                  of Assignment and ConveyanceAgreementExhibit
                  B
              
              Custodial
                  AgreementExhibit
                  C
              
              Contents
                  of Each Retained Mortgage File,Servicing
                  File and Custodial Mortgage FileExhibit
                  D
              
              Servicing
                  CriteriaExhibit
                  E
              
              Form
                  of Sarbanes CertificationExhibit
                  F
              
              Form
                  of Sarbanes-Oxley Back-UpCertificationExhibit
                  G
              
              Form
                  of Assignment, Assumption andRecognition
                  AgreementExhibit
                  H
              
              Electronic
                  Data File





This
      is
      an Amended and Restated Master Seller's Warranties and Servicing Agreement
      for
      residential first mortgage loans, dated and effective as of November 1, 2005,
      and is executed between EMC Mortgage Corporation, as purchaser (the
      "Purchaser"), and Wells Fargo Bank, N.A., as seller and servicer (the
      "Company").




W  I  T  N  E  S  S  E  T  H








WHEREAS,
      the Purchaser has agreed to purchase from the Company and the Company has agreed
      to sell to the Purchaser from time to time (each a “Transaction”) certain
      residential Mortgage Loans which shall be delivered as whole loans (each a
“Loan
      Package”) on various dates (each a “Closing Date”) as provided for in certain
      Assignment and Conveyance Agreements by and between the Purchaser and the
      Company as executed from time to time; and


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





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





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




**ARTICLE
      I**




**DEFINITIONS**





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





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





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





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





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





Agreement :
      This
      Amended and Restated Master Seller's Warranties and Servicing Agreement and
      all
      amendments hereof and supplements hereto.





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





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





Assignment
      and Conveyance Agreement :  With
      respect to each Transaction, the agreement between the Purchaser and the Company
      conveying to the Purchaser all the right, title and interest of the Company
      in
      and to the related Mortgage Loans listed on the related Mortgage Loan Schedule,
      a form of which is attached hereto as Exhibit A.





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





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





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





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





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





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





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





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





Closing
      Date :
      The
      date or dates, set forth in the related Commitment Letter, on which from time
      to
      time the Purchaser shall purchase and the Company shall sell the Mortgage Loans
      listed on the related Mortgage Loan Schedule for each Transaction.





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





Commission :
      The
      United States Securities and Exchange Commission.





Commitment
      Letter :
      The
      commitment letter executed in relation to each Transaction that sets forth,
      among other things, the Purchase Price for the related Mortgage
      Loans.





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





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





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





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




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




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




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





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





Covered
      Loan :
      A
      Mortgage Loan categorized as “Covered” pursuant to the Standard & Poor’s
      Glossary for File Format for LEVELS® Version 5.6, Appendix E, as revised from
      time to time and in effect on each related Closing Date.




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





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





Custodial
      Mortgage File :
      The
      items referred to as items (1), (2), (4), (5) and (10) in Exhibit C annexed
      hereto to be delivered by the Company to the Custodian on the related Closing
      Date with respect to a particular Mortgage Loan, and any additional documents
      required to be added to the Custodial Mortgage File and delivered to the
      custodian pursuant to this Agreement.





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





Cut-off
      Date :
      With
      respect to each Transaction, the first day of the month in which the related
      Closing Date occurs.





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





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





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





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





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





Electronic
      Data File :
      The
      final electronic file of the Mortgage Loans, in relation to each Transaction,
      provided by Company to the Purchaser on or before the related Closing
      Date.





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





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





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





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





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





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





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





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





Freddie
      Mac :
      The
      Federal Home Loan Mortgage Corporation 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 which is added to the Index in order to
      determine the related Interest Rate, as set forth in the Mortgage Loan
      Schedule.





High
      Cost Loan :
      A
      Mortgage Loan classified as (a) a “high cost” loan under the Home Ownership and
      Equity Protection Act of 1994, (b) a “high cost home,” “threshold,” “covered,”
“high risk home,” “predatory” or similar loan under any other applicable state,
      federal or local law or (c) a Mortgage Loan categorized as “High Cost” pursuant
      to the Standard & Poor’s Glossary for File Format for LEVELS® Version 5.6,
      Appendix E, as revised from time to time and in effect on each related Closing
      Date.




Home
      Loan :
      A
      Mortgage Loan categorized as “Home Loan” pursuant to the Standard & Poor’s
      Glossary for File Format for LEVELS® Version 5.6, Appendix E, as revised from
      time to time and in effect on each related Closing Date.





Incremental
      Interest: As to
      any Incremental Rate Mortgage Loan, the amount of interest accrued on such
      Mortgage Loan attributable to the Incremental Rate; provided, however, that
      with
      respect to any payment of interest received in respect of such a Mortgage Loan
      (whether paid by the Mortgagor or received as Liquidation Proceeds or otherwise)
      which is less than the full amount of interest then due with respect to such
      Mortgage Loan, only that portion of such payment of interest that bears the
      same
      relationship to the total amount of such payment of interest as the Incremental
      Rate, if any, in respect of such Mortgage Loan bears to the Mortgage Interest
      Rate shall be allocated to the Incremental Interest with respect
      thereto.





Incremental
      Rate: For an
      Incremental Rate Mortgage Loan, the per annum increase to the initial Mortgage
      Interest Rate set forth in the addendum to the related Mortgage Note, which
      increase takes effect upon the occurrence of certain specified conditions prior
      to the first Adjustment Date and remains in effect until the first Adjustment
      Date.





Incremental
      Rate Mortgage Loan: A
      Mortgage Loan for which the related Mortgage Note includes an addendum that
      allows for an increase to the initial Mortgage Interest Rate upon the occurrence
      of certain specified conditions.





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





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





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





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





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





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





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





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





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





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





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





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





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





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





Mortgage
      Interest Rate :
      The
      annual rate of interest borne on a Mortgage Note in accordance with the
      provisions of the Mortgage Note.





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





Mortgage
      Loan Documents :
      With
      respect to a Mortgage Loan, the original related Mortgage Note with applicable
      addenda and riders, the original related Security Instrument and the originals
      of any required addenda and riders, the original related Assignment and any
      original intervening related Assignments, the original related title insurance
      policy and evidence of the related PMI Policy, if any.





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





Mortgage
      Loan Schedule: With
      respect to each Transaction, a schedule of Mortgage Loans, which shall be
      attached to the related Assignment and Conveyance Agreement, setting forth
      the
      following information with respect to each Mortgage Loan: (1) the Company’s
      Mortgage Loan number; (2) the city state and zip code of the Mortgaged Property;
      (3) a code indicating whether the Mortgaged Property is a single family
      residence, two-family residence, three-family residence, four-family residence,
      a Cooperative Loan, planned unit development or condominium; (4) the current
      Mortgage Interest Rate; (5) the current net Mortgage Interest Rate; (6) the
      current Monthly Payment; (7) the Gross Margin; (8) the original term to
      maturity; (9) the scheduled maturity date; (10) the principal balance of the
      Mortgage Loan as of the related Cut-off Date after deduction of payments of
      principal due on or before the related Cut-off Date whether or not collected;
      (11) the Loan-to-Value; (12) the next Adjustment Date; (13) the lifetime
      Mortgage Interest Rate cap; (14) whether the Mortgage Loan is convertible or
      not; (15) a code indicating the mortgage guaranty insurance company; (16) a
      code
      indicating whether the Mortgage Loan contains pledged assets; (17) a code
      indicating whether the Mortgage Loan has balloon payments; (18) a code
      indicating whether the Mortgage Loan is an Interest Only Mortgage Loan; (16)
      a
      field indicating whether the Mortgage Loan is a Home Loan; and
      (17)
      the Servicing Fee.





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





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





Mortgagor :
      The
      obligor on a Mortgage Note.





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





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





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





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





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




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




PMI
      Policy :
      A
      policy of primary mortgage guaranty insurance evidenced by an electronic form
      and certificate number issued by a Qualified Insurer, as required by this
      Agreement with respect to certain Mortgage Loans.





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





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





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





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




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




Purchaser :
      EMC
      Mortgage Corporation, or its successor in interest or any successor to the
      Purchaser under this Agreement as herein provided.





Purchase
      Price :
      The
      purchase price for each Loan Package shall be as stated in the related
      Commitment Letter.





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





Qualified
      Depository :
      A
      deposit account or accounts maintained with a federal or state chartered
      depository institution the deposits in which are insured by the FDIC to the
      applicable limits and the short-term unsecured debt obligations of which (or,
      in
      the case of a depository institution that is a subsidiary of a holding company,
      the short-term unsecured debt obligations of such holding company) are rated
      A-1
      by Standard & Poor’s Ratings Group or Prime-1 by Moody’s Investors Service,
      Inc. (or a comparable rating if another rating agency is specified by the
      Purchaser by written notice to the Company) at the time any deposits are held
      on
      deposit therein.





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





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





Rating
      Agency/Agencies :
      Any
      nationally recognized statistical Rating Agency, or its successors, including
      Standard & Poor’s, a division of The McGraw-Hill Companies, Moody’s
      Investors Service, Inc. and Fitch Ratings.





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





Reconstitution :
      Any
      Securitization Transaction or Whole Loan Transfer.





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





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





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





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





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





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





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





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





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





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





Retained
      Mortgage File :
      The
      items referred to as items (3), (6), (7), (8) and (9) in Exhibit C annexed
      hereto with respect to a particular Mortgage Loan that are not required to
      be
      delivered to the Custodian pursuant to this Agreement, and any additional
      documents required to be added to the Retained Mortgage File pursuant to this
      Agreement.





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





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





Servicer :
      As
      defined in Section 9.01(e)(iii).





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





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





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





Servicing
      Fee Rate :
      The per
      annum percentage for each Mortgage Loan, as stated in the Commitment
      Letter.





Servicing
      File :
      With
      respect to each Mortgage Loan, the file retained by the Company consisting
      of
      originals of all documents in the Retained Mortgage File which are not delivered
      to the Custodian and copies of the Mortgage Loan Documents listed in the
      Custodial Agreement the originals of which are delivered to the Custodian
      pursuant to Section 2.03.





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





Stated
      Principal Balance :
      As to
      each Mortgage Loan, (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 the Purchaser with respect to the related Mortgage Loan
      representing payments or recoveries of principal or advances in lieu thereof.





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





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




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




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




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




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





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





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





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





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





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




**ARTICLE
      II**




**CONVEYANCE
      OF MORTGAGE LOANS; POSSESSION OF MORTGAGE FILES; BOOKS AND RECORDS; CUSTODIAL
      AGREEMENT; DELIVERY OF DOCUMENTS**





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


Maintenance
      of Retained Mortgage Files and Servicing Files .





Pursuant
      to an Assignment and Conveyance Agreement, on the related Closing Date, the
      Company, simultaneously with the payment of the Purchase Price by the Purchaser,
      shall thereby sell, transfer, assign, set over and convey to the Purchaser,
      without recourse, but subject to the terms of this Agreement and the related
      Assignment and Conveyance Agreement, all the right, title and interest of the
      Company in and to the Mortgage Loans listed on the respective Mortgage Loan
      Schedule annexed to such Assignment and Conveyance Agreement, together with
      the
      Retained Mortgage Files and Custodial Mortgage Files and all rights and
      obligations arising under the documents contained therein. Pursuant to Section
      2.03, the Company shall deliver the Custodial Mortgage File for each Mortgage
      Loan comprising the related Loan Package to the Custodian.





The
      contents of each Retained Mortgage File not delivered to the Custodian are
      and
      shall be held in trust by the Company for the benefit of the Purchaser as the
      owner thereof. The Company shall maintain a Servicing File consisting of a
      copy
      of the contents of each Custodial Mortgage File and the originals of the
      documents in each Retained Mortgage File not delivered to the Custodian. The
      possession of each Retained Mortgage File and Servicing File by the Company
      is
      at the will of the Purchaser for the sole purpose of servicing the related
      Mortgage Loan, and such retention and possession by the Company is in a
      custodial capacity only. Upon the sale of the Mortgage Loans the ownership
      of
      each Mortgage Note, the related Mortgage and the related Custodial Mortgage
      File
      and Servicing File shall vest immediately in the Purchaser, and the ownership
      of
      all records and documents with respect to the related Mortgage Loan prepared
      by
      or which come into the possession of the Company shall vest immediately in
      the
      Purchaser and shall be retained and maintained by the Company, in trust, at
      the
      will of the Purchaser and only in such custodial capacity. The Company shall
      release its custody of the contents of any Servicing File only in accordance
      with written instructions from the Purchaser, unless such release is required
      as
      incidental to the Company's servicing of the Mortgage Loans or is in connection
      with a repurchase of any Mortgage Loan pursuant to Section 3.03 or 6.02. All
      such costs associated with the release, transfer and re-delivery to the Company
      shall be the responsibility of the Purchaser other than any related recording
      costs (especially in instances of breach).





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





Section
      2.02  Books
      and Records; Transfers of Mortgage Loans .





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





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





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





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





Section
      2.03  Custodial
      Agreement; Delivery of Documents .





On
      each
      Closing Date with respect to each Mortgage Loan comprising the related Loan
      Package, the Company shall deliver and release to the Custodian the related
      Custodial Mortgage File as set forth in Exhibit C attached hereto.





The
      Custodian shall certify its receipt of any Mortgage Loan Documents actually
      received on or prior to such Closing Date and as required to be delivered
      pursuant to the Custodial Agreement, as evidenced by the Initial Certification
      of the Custodian in the form annexed to the Custodial Agreement. The Purchaser
      will be responsible for the fees and expenses of the Custodian.





Upon
      the
      Purchaser’s request, the Company shall deliver to Purchaser or its designee
      within ten (10) days after such request such contents of the Retained Mortgage
      file so requested. In the event that the company fails to deliver to the
      Purchaser or its designee the requested contents of the Retained Mortgage File
      within such ten-day period, and if the Company does not cure such failure within
      five (5) days following receipt of written notification of such failure, the
      Company shall repurchase each related Mortgage Loan at the price and in the
      manner specified in Section 3.03.





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





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





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




**ARTICLE
      III**




**REPRESENTATIONS
      AND WARRANTIES REMEDIES AND BREACH**




Section
      3.01  Company
      Representations and Warranties .




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





(a)
            Due
                Organization and Authority.





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





(b)
            Ordinary
                Course of Business.





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





(c)
            No
                Conflicts.





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





(d)
            Ability
                to Service.





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





(e)
            Reasonable
                Servicing Fee.





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





(f)
            Ability
                to Perform.





The
                Company does not believe, nor does it have any reason or cause to
                believe,
                that it cannot perform each and every covenant contained in this
                Agreement. The Company is solvent and the sale of the Mortgage Loans
                will
                not cause the Company to become insolvent. The sale of the Mortgage
                Loans
                is not undertaken to hinder, delay or defraud any of the Company's
                creditors;





(g)
            No
                Litigation Pending.





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





(h)
            No
                Consent Required.





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





(i)
            Selection
                Process.





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





(j)
            No
                Untrue Information.





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





(k)
            Sale
                Treatment.





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





(l)
            No
                Material Change.





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





(m)
            No
                Brokers’ Fees.





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





|(n) | MERS.
|--- | -----




The
      Company is a member of MERS in good standing.








Section
      3.02  Representations
      and Warranties Regarding Individual Mortgage Loans .





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





(a)
            Mortgage
                Loans as Described.





The
                information set forth in the respective Mortgage Loan Schedule and
                the
                information contained on the respective Electronic Data File delivered
                to
                the Purchaser is true and correct;





(b)
            Payments
                Current.





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





(c)
            No
                Outstanding Charges.





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





(d)
            Original
                Terms Unmodified.





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





(e)
            No
                Defenses.





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





(f)
            No
                Satisfaction of Mortgage.





The
                Mortgage has not been satisfied, canceled, subordinated or rescinded,
                in
                whole or in part, and the Mortgaged Property has not been released
                from
                the lien of the Mortgage, in whole or in part, nor has any instrument
                been
                executed that would effect any such release, cancellation, subordination
                or rescission;





(g)
            Validity
                of Mortgage Documents.





The
                Mortgage Note and the Mortgage and related documents are genuine,
                and each
                is the legal, valid and binding obligation of the maker thereof
                enforceable in accordance with its terms. All parties to the Mortgage
                Note
                and the Mortgage had legal capacity to enter into the Mortgage Loan
                and to
                execute and deliver the Mortgage Note and the Mortgage, and the Mortgage
                Note and the Mortgage have been duly and properly executed by such
                parties;





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




(h) No
      Fraud .





No
                error, omission, misrepresentation, negligence, fraud or similar
                occurrence with respect to a Mortgage Loan has taken place on the
                part of
                the Company, or the Mortgagor, or to the best of the Company’s knowledge,
                any appraiser, any builder, or any developer, or any other party
                involved
                in the origination of the Mortgage Loan or in the application of
                any
                insurance in relation to such Mortgage
                Loan;





(i)
            Compliance
                with Applicable Laws.





Any
                and all requirements of any federal, state or local law including,
                without
                limitation, usury, truth-in-lending, real estate settlement procedures,
                consumer credit and privacy protection, equal credit opportunity,
                disclosure or predatory and abusive lending laws applicable to the
                Mortgage Loan have been complied with, and the Company shall maintain
                in
                its possession, available for the Purchaser's inspection, and shall
                deliver to the Purchaser upon demand, evidence of compliance with
                all such
                requirements. All inspections, licenses and certificates required
                to be
                made or issued with respect to all occupied portions of the Mortgaged
                Property and, with respect to the use and occupancy of the same,
                including
                but not limited to certificates of occupancy and fire underwriting
                certificates, have been made or obtained from the appropriate
                authorities;





(j)
            Location
                and Type of Mortgaged Property.





The
                Mortgaged Property is located in the state identified in the related
                Mortgage Loan Schedule and consists of a single, contiguous parcel
                of real
                property with a detached single family residence erected thereon,
                or a
                two- to four-family dwelling, or an individual condominium unit in
                a
                condominium project, or a Cooperative Apartment, or an individual
                unit in
                a planned unit development or a townhouse, provided, however, that
                any
                condominium project or planned unit development shall conform with
                the
                applicable Fannie Mae requirements, or the underwriting guidelines
                of the
                company, regarding such dwellings, and no residence or dwelling is
                a
                mobile home. As of the respective date of the appraisal for each
                Mortgaged
                Property, any Mortgaged Property being used for commercial purposes
                conforms to the underwriting guidelines of the Company and, to the
                best of
                the Company’s knowledge, since the date of such appraisal, no portion of
                the Mortgage Property has been used for commercial purposes outside
                of the
                underwriting guidelines of the
                Company;





(k) Valid
      First Lien .





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





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





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





(3)
            other
                matters to which like properties are commonly subject which do not
                materially interfere with the benefits of the security intended to
                be
                provided by the mortgage or the use, enjoyment, value or marketability
                of
                the related Mortgaged Property.





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





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





(l) Full
      Disbursement of Proceeds .





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





(m)
            Consolidation
                of Future Advances.





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





(n) Ownership .





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





(o) Origination/Doing
      Business .





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





(p) LTV,
      PMI Policy .





Each
                Mortgage Loan has an LTV as set forth in the related Mortgage Loan
                Schedule and related Electronic Data File. Except as indicated on
                the
                Electronic Data File, those Mortgage Loans with an LTV greater than
                80% at
                the time of origination, a portion of the unpaid principal balance
                of the
                Mortgage Loan is and will be insured as to payment defaults by a
                PMI
                Policy. If the Mortgage Loan is insured by a PMI Policy for which
                the
                Mortgage pays all premiums, the coverage will remain in place until
                (i)
                the LTV is decreased to 78% or (ii) the PMI Policy is otherwise terminated
                pursuant to the Homeowners Protection Act of 1998, 12 USC 4901, et
                seq.
                All provisions of such PMI Policy and LPMI Policy have been and are
                being
                complied with, such PMI Policy and LPMI Policy is in full force and
                effect, and all premiums due thereunder have been paid. The Qualified
                Insurer has a claims paying ability acceptable to Fannie Mae or Freddie
                Mac. Any Mortgage Loan subject to a PMI Policy obligates the Mortgagor
                or
                in the case of an LPMI Policy, obligates the Company, thereunder
                to
                maintain the PMI Policy or LPMI Policy and to pay all premiums and
                charges
                in connection therewith. The Mortgage Interest Rate for the Mortgage
                Loan
                as set forth on the related Mortgage Loan Schedule is net of any
                such
                insurance premium. No prior holder of the Mortgage, including the
                Company,
                has done, by act or omission, anything which would impair the coverage
                of
                such PMI Policy or LPMI Policy;





(q) Title
      Insurance .





The
                Mortgage Loan is covered by an ALTA lender's title insurance policy
                or
                other generally acceptable form of policy of insurance acceptable
                to
                Fannie Mae or Freddie Mac, issued by a title insurer acceptable to
                Fannie
                Mae or Freddie Mac and qualified to do business in the jurisdiction
                where
                the Mortgaged Property is located, insuring the Company, its successors
                and assigns, as to the first priority lien of the Mortgage in the
                original
                principal amount of the Mortgage Loan, subject only to the exceptions
                contained in clauses (1), (2) and (3) of Paragraph (k) of this Section
                3.02, and against any loss by reason of the invalidity or unenforceability
                of the lien resulting from the provisions of the Mortgage providing
                for
                adjustment to the Mortgage Interest Rate and Monthly Payment. The
                Company
                is the sole insured of such lender's title insurance policy, and
                such
                lender's title insurance policy is in full force and effect and will
                be in
                force and effect upon the consummation of the transactions contemplated
                by
                this Agreement. No claims have been made under such lender's title
                insurance policy, and no prior holder of the Mortgage, including
                the
                Company, has done, by act or omission, anything which would impair
                the
                coverage of such lender's title insurance
                policy;





(r) No
      Defaults .





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





(s) No
      Mechanics' Liens .





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





(t) Location
      of Improvements; No Encroachments .





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





(u)
            Payment
                Terms.





Except
                with respect to the Interest Only Mortgage Loans, principal payments
                commenced no more than 60 days after the funds were disbursed to
                the
                Mortgagor in connection with the Mortgage Loan. The Mortgage Loans
                have an
                original term to maturity of not more than 30 years, with interest
                payable
                in arrears on the first day of each month. As to each adjustable
                rate
                Mortgage Loan on each applicable Adjustment Date, the Mortgage Interest
                Rate will be adjusted to equal the sum of the Index plus the applicable
                Gross Margin, rounded up or down to the nearest multiple of 0.125%
                indicated by the Mortgage Note; provided that the Mortgage Interest
                Rate
                will not increase or decrease by more than 2.00% on any Adjustment
                Date,
                and will in no event exceed the maximum Mortgage Interest Rate or
                be lower
                than the minimum Mortgage Interest Rate listed on the Mortgage Loan
                Schedule for such Mortgage Loan. Each adjustable rate Mortgage Note
                requires a monthly payment which is sufficient, during the period
                prior to
                the first adjustment to the Mortgage Interest Rate, to fully amortize
                the
                outstanding principal balance as of the first day of such period
                over the
                then remaining term of such Mortgage Note and to pay interest at
                the
                related Mortgage Interest Rate; provided however, with respect to
                any
                Interest Only Mortgage Loans, the Mortgage Note allows a Monthly
                Payment
                of interest only during the period prior to the first Adjustment
                Date and
                upon the first adjustment to the Mortgage Interest Rate, the Mortgage
                Note
                requires a Monthly Payment of principal and interest, sufficient
                to fully
                amortize the outstanding principal balance over the then remaining
                term of
                such Mortgage Loan. As to each adjustable rate Mortgage Loan, if
                the
                related Mortgage Interest Rate changes on an adjustment date, the
                then
                outstanding principal balance will be reamortized over the remaining
                life
                of such Mortgage Loan. No Mortgage Loan contains terms or provisions
                which
                would result in negative amortization;





(v) Customary
      Provisions .





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





(w) Occupancy
      of the Mortgaged Property .





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





(x) No
      Additional Collateral .





The
                Mortgage Note is not and has not been secured by any collateral,
                pledged
                account, except as indicated on the Electronic Data File, or other
                security except the lien of the corresponding Mortgage and the security
                interest of any applicable security agreement or chattel mortgage
                referred
                to in (k) above;





(y) Deeds
      of Trust.





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





(z) Acceptable
      Investment .





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





(aa) Transfer
      of Mortgage Loans .





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





(bb) Mortgaged
      Property Undamaged .





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





(cc) Collection
      Practices; Escrow Deposits .





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





(dd) No
      Condemnation .





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





(ee) The
      Appraisal .





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





(ff) Insurance .





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





(gg)
            Servicemembers’
                Civil Relief Act.





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





(hh)
            No
                Graduated Payments or Contingent Interests.





The
                Mortgage Loan is not a graduated payment mortgage loan and the Mortgage
                Loan does not have a shared appreciation or other contingent interest
                feature;





(ii)
            No
                Construction Loans.





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





(jj)
            Underwriting.





Each
                Mortgage Loan was underwritten in accordance with the underwriting
                guidelines of the Company, which were in effect at the time the Mortgage
                Loan was originated; and the Mortgage Note and Mortgage are on forms
                acceptable to Freddie Mac or Fannie
                Mae;





(kk)
            Buydown
                Mortgage Loans.





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





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





(ii)
            The
                Mortgage and Mortgage Note reflect the permanent payment terms rather
                than
                the payment terms of the Buydown Agreement. The Buydown Agreement
                provides
                for the payment by the Mortgagor of the full amount of the Monthly
                Payment
                on any Due Date that the Buydown Funds are available. The Buydown
                Funds
                were not used to reduce the original principal balance of the Mortgage
                Loan or to increase the Appraised Value of the Mortgage Property
                when
                calculating the Loan-to-Value Ratios for purposes of the Agreement
                and, if
                the Buydown Funds were provided by the Company and if required under
                Fannie Mae or Freddie Mac guidelines, the terms of the Buydown Agreement
                were disclosed to the appraiser of the Mortgaged
                Property;





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





(iv)
            As
                of the date of origination of the Mortgage Loan, the provisions of
                the
                related Buydown Agreement complied with the requirements of Fannie
                Mae or
                Freddie Mac regarding buydown
                agreements.





(ll)
            Delivery
                of Custodial Mortgage Files.





Any
      documents required to be delivered by the Company under this Agreement have
      been
      delivered to the Custodian. The Company is in possession of a complete, true
      and
      accurate Retained Mortgage File and Custodial Mortgage File in compliance with
      Exhibit C hereto;





(mm)
            No
                Violation of Environmental Laws.





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





(nn)
            No
                Bankruptcy.





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





(oo) HOEPA.





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





(pp) Cooperative
      Loans .





With
      respect to each Cooperative Loan:





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





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





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





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




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




(qq) Georgia
      Fair Lending Act .





There
      is
      no Mortgage Loan that was originated on or after October 1, 2002 and before
      March 7, 2003, which is secured by property located in the State of
      Georgia;





(rr) Methodology .





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





|(ss) | Imposition
              of a Premium.
|---- | --------------------------------------




With
      respect to any Mortgage Loan that contains a provision permitting imposition
      of
      a premium upon a prepayment prior to maturity: (i) the prepayment premium is
      disclosed to the borrower in the loan documents pursuant to applicable state
      and
      federal law, and (ii) notwithstanding any state or federal law to the contrary,
      the Company shall recommend that such prepayment premium is not imposed in
      any
      instance when the mortgage debt is accelerated as the result of the borrower’s
      default in making the loan payments;





|(tt) | Single
              Premium Credit Life.
|---- | -----------------------------------------




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





(uu) No
      Arbitration Provision .





With
                respect to each Mortgage Loan, neither the related Mortgage nor the
                related Mortgage Note requires the Mortgagorto
                submit to arbitration to resolve any dispute arising out of or relating
                in
                any way to the Mortgage Loan****transaction;





(ww)
            Credit
                Reporting.





With
      respect to each Mortgage Loan, the Company has fully furnished, in accordance
      with the Fair Credit Reporting Act and its implementing regulations, accurate
      and complete information (i.e. favorable and unfavorable) on its borrower credit
      files to Equifax, Experian and Trans Union Credit Information Company (three
      of
      the credit repositories), on a monthly basis; and





|(xx) | Illinois
              Interest Act.
|---- | ------------------------------------




Any
      Mortgage Loan with a Mortgaged Property in the State of Illinois complies with
      the Illinois Interest Act.





Section
      3.03 Repurchase.





It
      is
      understood and agreed that the representations and warranties set forth in
      Sections 3.01 and 3.02 shall survive the sale of the Mortgage Loans to the
      Purchaser and the delivery of the Mortgage Loan Documents to the Custodian
      and
      shall inure to the benefit of the Purchaser, notwithstanding any restrictive
      or
      qualified endorsement on any Mortgage Note or Assignment of Mortgage or the
      examination or failure to examine any Custodial Mortgage Files or Retained
      Mortgage File. Upon discovery by either the Company or the Purchaser of a breach
      of any of the foregoing representations and warranties which materially and
      adversely affects the value of the Mortgage Loans or the interest of the
      Purchaser (or which materially and adversely affects the interests of Purchaser
      in the related Mortgage Loan in the case of a representation and warranty
      relating to a particular Mortgage Loan), the party discovering such breach
      shall
      give prompt written notice to the other.





Within
      ninety (90) days of the earlier of either discovery by or notice to the Company
      of any breach of a representation or warranty which materially and adversely
      affects the value of the Mortgage Loans, the Company shall use its best efforts
      promptly to cure such breach in all material respects and, if such breach cannot
      be cured, the Company shall, at the Purchaser's option, repurchase such Mortgage
      Loan at the Repurchase Price. In the event that a breach shall involve any
      representation or warranty set forth in Section 3.01, and such breach cannot
      be
      cured within 90 days of the earlier of either discovery by or notice to the
      Company of such breach, all of the Mortgage Loans shall, at the Purchaser's
      option, be repurchased by the Company at the Repurchase Price. However, if
      the
      breach shall involve a representation or warranty set forth in Section 3.02
      and
      the Company discovers or receives notice of any such breach within 120 days
      of
      the related Closing Date, the Company shall, if the breach cannot be cured,
      at
      the Purchaser's option and provided that the Company has a Qualified Substitute
      Mortgage Loan, rather than repurchase the Mortgage Loan as provided above,
      remove such Mortgage Loan (a "Deleted Mortgage Loan") and substitute in its
      place a Qualified Substitute Mortgage Loan or Loans, provided that any such
      substitution shall be effected not later than 120 days after the related Closing
      Date. If the Company has no Qualified Substitute Mortgage Loan, it shall
      repurchase the deficient Mortgage Loan within ninety (90) days of the written
      notice of the breach or the failure to cure, whichever is later. Any repurchase
      of a Mortgage Loan or Loans pursuant to the foregoing provisions of this Section
      3.03 shall be accomplished by deposit in the Custodial Account of the amount
      of
      the Repurchase Price for distribution to Purchaser on the next scheduled
      Remittance Date, after deducting therefrom any amount received in respect of
      such repurchased Mortgage Loan or Loans and being held in the Custodial Account
      for future distribution.





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





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





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





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





In
      the
      event a Mortgage Loan pays off in full on or before the related Closing Date,
      the Company must repay the Purchaser the difference between the Unpaid Principal
      Balance of such Mortgage Loan as of the date of pay off and the Unpaid Principal
      Balance multiplied by the purchase price percentage adjusted, if necessary
      in
      accordance with the Commitment Letter.




**ARTICLE
      IV**




**ADMINISTRATION
      AND SERVICING OF MORTGAGE LOANS**





Section
      4.01  Company
      to Act as Servicer .





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





Consistent
      with the terms of this Agreement, the Company may waive, modify or vary any
      term
      of any Mortgage Loan or consent to the postponement of strict compliance with
      any such term or in any manner grant indulgence to any Mortgagor if in the
      Company's reasonable and prudent determination such waiver, modification,
      postponement or indulgence is not materially adverse to the Purchaser, provided,
      however, that the Company shall not make any future advances with respect to
      a
      Mortgage Loan and (unless the Mortgagor is in default with respect to the
      Mortgage Loan or such default is, in the judgment of the Company, imminent
      and
      the Company has obtained the prior written consent of the Purchaser) the Company
      shall not permit any modification with respect to any Mortgage Loan that would
      change the Mortgage Interest Rate, defer or forgive the payment of principal
      (except for actual payments of principal) or change the final maturity date
      on
      such Mortgage Loan. In the event of any such modification which permits the
      deferral of interest or principal payments on any Mortgage Loan, the Company
      shall, on the Business Day immediately preceding the Remittance Date in any
      month in which any such principal or interest payment has been deferred, deposit
      in the Custodial Account from its own funds, in accordance with Section 5.03,
      the difference between (a) such month's principal and one month's interest
      at
      the Mortgage Loan Remittance Rate on the unpaid principal balance of such
      Mortgage Loan and (b) the amount paid by the Mortgagor. The Company shall be
      entitled to reimbursement for such advances to the same extent as for all other
      advances made pursuant to Section 5.03. Without limiting the generality of
      the
      foregoing, the Company shall continue, and is hereby authorized and empowered,
      to execute and deliver on behalf of itself and the Purchaser, all instruments
      of
      satisfaction or cancellation, or of partial or full release, discharge and
      all
      other comparable instruments, with respect to the Mortgage Loans and with
      respect to the Mortgaged Properties. If reasonably required by the Company,
      the
      Purchaser shall furnish the Company with any powers of attorney and other
      documents necessary or appropriate to enable the Company to carry out its
      servicing and administrative duties under this Agreement.





In
      servicing and administering the Mortgage Loans, the Company shall employ
      procedures (including collection procedures) and exercise the same care that
      it
      customarily employs and exercises in servicing and administering mortgage loans
      for its own account, giving due consideration to Accepted Servicing Practices
      where such practices do not conflict with the requirements of this Agreement,
      and the Purchaser's reliance on the Company.





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





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





The
      Company shall apply any Principal Prepayment on an Interest Only Mortgage Loan
      to the then-outstanding principal balance, at which time the interest-only
      payment feature shall be extinguished. The related Monthly Payment shall
      thereafter consist of both principal and interest components, and the amount
      of
      such Monthly Payment shall not change prior to the next Adjustment
      Date.





Section
      4.02  Liquidation
      of Mortgage Loans .





In
      the
      event that any payment due under any Mortgage Loan and not postponed pursuant
      to
      Section 4.01 is not paid when the same becomes due and payable, or in the event
      the Mortgagor fails to perform any other covenant or obligation under the
      Mortgage Loan and such failure continues beyond any applicable grace period,
      the
      Company shall take such action as (1) the Company would take under similar
      circumstances with respect to a similar mortgage loan held for its own account
      for investment, (2) shall be consistent with Accepted Servicing Practices,
      (3)
      the Company shall determine prudently to be in the best interest of Purchaser,
      and (4) is consistent with any related PMI Policy. In the event that any payment
      due under any Mortgage Loan is not postponed pursuant to Section 4.01 and
      remains delinquent for a period of 90 days or any other default continues for
      a
      period of 90 days beyond the expiration of any grace or cure period, the Company
      shall commence foreclosure proceedings, the Company shall notify the Purchaser
      in writing of the Company's intention to do so, and the Company shall not
      commence foreclosure proceedings if the Purchaser objects to such action within
      three (3) Business Days of receiving such notice. In the event the Purchaser
      objects to such foreclosure action, the Company shall not be required to make
      Monthly Advances with respect to such Mortgage Loan, pursuant to Section 5.03,
      and the Company's obligation to make such Monthly Advances shall terminate
      on
      the 90th day referred to above. In such connection, the Company shall from
      its
      own funds make all necessary and proper Servicing Advances, provided, however,
      that the Company shall not be required to expend its own funds in connection
      with any foreclosure or towards the restoration or preservation of any Mortgaged
      Property, unless it shall determine (a) that such preservation, restoration
      and/or foreclosure will increase the proceeds of liquidation of the Mortgage
      Loan to Purchaser after reimbursement to itself for such expenses and (b) that
      such expenses will be recoverable by it either through Liquidation Proceeds
      (respecting which it shall have priority for purposes of withdrawals from the
      Custodial Account pursuant to Section 4.05) or through Insurance Proceeds
      (respecting which it shall have similar priority).





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





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





Section
      4.03  Collection
      of Mortgage Loan Payments .





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





Section
      4.04  Establishment
      of and Deposits to Custodial Account .





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





The
      Company shall deposit in the Custodial Account within one (1) Business Day
      of
      Company’s receipt, and retain therein, the following collections received by the
      Company and payments made by the Company after the related Cut-off Date, other
      than payments of principal and interest due on or before the related Cut-off
      Date, or received by the Company prior to the related Cut-off Date but allocable
      to a period subsequent thereto:





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





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





(iii)
            all
                Liquidation Proceeds;





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





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





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





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





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





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





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





(xi)
            an
                amount from the Subsidy Account that when added to the Mortgagor’s payment
                will equal the full monthly amount due under the related Mortgage
                Note.





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





Section
      4.05  Permitted
      Withdrawals From Custodial Account .





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





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





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





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





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





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





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





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





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





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





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





Section
      4.06  Establishment
      of and Deposits to Escrow Account .





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





The
      Company shall deposit in the Escrow Account or Accounts within one (1) Business
      Days of Company’s receipt, and retain therein:





(i)
            all
                Escrow Payments collected on account of the Mortgage Loans, for the
                purpose of effecting timely payment of any such items as required
                under
                the terms of this Agreement;





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





(iii)
            all
                payments on account of Buydown
                Funds.





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





Section
      4.07  Permitted
      Withdrawals From Escrow Account .





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





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





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





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





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





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





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





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





(viii)
            to
                remit to Purchaser payments on account of Buydown Funds as applicable;
                and





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





Section
      4.08  Payment
      of Taxes, Insurance and Other Charges .





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





Section
      4.09  Protection
      of Accounts .





The
      Company may transfer the Custodial Account, the Subsidy Account or the Escrow
      Account to a different Qualified Depository from time to time with prior written
      notice to Purchaser.





Section
      4.10  Maintenance
      of Hazard Insurance .





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





If
      upon
      origination of the Mortgage Loan, the related Mortgaged Property was located
      in
      an area identified by the Flood Emergency Management Agency as having special
      flood hazards (and such flood insurance has been made available) a flood
      insurance policy meeting the requirements of the current guidelines of the
      Federal Insurance Administration is in effect with a generally acceptable
      insurance carrier acceptable to Fannie Mae or Freddie Mac in an amount
      representing coverage equal to the lesser of (i) the minimum amount required,
      under the terms of coverage, to compensate for any damage or loss on a
      replacement cost basis (or the unpaid balance of the mortgage if replacement
      cost coverage is not available for the type of building insured) and (ii) the
      maximum amount of insurance which is available under the Flood Disaster
      Protection Act of 1973, as amended. If at any time during the term of the
      Mortgage Loan, the Company determines in accordance with applicable law that
      a
      Mortgaged Property is located in a special flood hazard area and is not covered
      by flood insurance or is covered in an amount less than the amount required
      by
      the Flood Disaster Protection Act of 1973, as amended, the Company shall notify
      the related Mortgagor that the Mortgagor must obtain such flood insurance
      coverage, and if said Mortgagor fails to obtain the required flood insurance
      coverage within forty-five (45) days after such notification, the Company shall
      immediately force place the required flood insurance on the Mortgagor’s behalf,
      as permitted by applicable law.





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




In
      the
      event that any Purchaser or the Company shall determine that the Mortgaged
      Property should be insured against loss or damage by hazards and risks not
      covered by the insurance required to be maintained by the Mortgagor pursuant
      to
      the terms of the Mortgage, the Company shall communicate and consult with the
      Mortgagor with respect to the need for such insurance and bring to the
      Mortgagor's attention the required amount of coverage for the Mortgaged Property
      and if the Mortgagor does not obtain such coverage, the Company shall
      immediately force place the required coverage on the Mortgagor’.





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





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





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





Section
      4.11  Maintenance
      of Mortgage Impairment Insurance .





In
      the
      event that the Company shall obtain and maintain a blanket policy insuring
      against losses arising from fire and hazards covered under extended coverage
      on
      all of the Mortgage Loans, then, to the extent such policy provides coverage
      in
      an amount equal to the amount required pursuant to Section 4.10 and otherwise
      complies with all other requirements of Section 4.10, it shall conclusively
      be
      deemed to have satisfied its obligations as set forth in Section 4.10. The
      Company shall prepare and make any claims on the blanket policy as deemed
      necessary by the Company in accordance with Accepted Servicing Practices. Any
      amounts collected by the Company under any such policy relating to a Mortgage
      Loan shall be deposited in the Custodial Account subject to withdrawal pursuant
      to Section 4.05. Such policy may contain a deductible clause, in which case,
      in
      the event that there shall not have been maintained on the related Mortgaged
      Property a policy complying with Section 4.10, and there shall have been a
      loss
      which would have been covered by such policy, the Company shall deposit in
      the
      Custodial Account at the time of such loss the amount not otherwise payable
      under the blanket policy because of such deductible clause, such amount to
      be
      deposited from the Company's funds, without reimbursement therefor. Upon request
      of the Purchaser, the Company shall cause to be delivered to such Purchaser
      a
      certificate of insurance and a statement from the insurer thereunder that such
      policy shall in no event be terminated or materially modified without 30 days'
      prior written notice to such Purchaser.





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





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





Section
      4.13  Inspections .





If
      any
      Mortgage Loan is more than 60 days delinquent, the Company immediately shall
      inspect the Mortgaged Property and shall conduct subsequent inspections in
      accordance with Accepted Servicing Practices or as may be required by the
      primary mortgage guaranty insurer. The Company shall keep a record of each
      such
      inspection and shall provide the Purchaser with copies of such upon
      request.





Section
      4.14  Restoration
      of Mortgaged Property .





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





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





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





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





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





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





Section
      4.15  Maintenance
      of PMI Policy; Claims .





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





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





Section
      4.16  Title,
      Management and Disposition of REO Property .





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





The
      Purchaser shall have the option to manage and operate the REO Property provided
      the Purchaser gives written notice of its intention to do so within thirty
      (30)
      days after such REO Property is acquired in foreclosure or by deed in lieu
      of
      foreclosure. The election by the Purchaser to manage the REO Property shall
      not
      constitute a termination of any rights of the Company pursuant to Section 11.02.
      Upon the Company's receipt of such written notice, it shall be relived of any
      obligation to manage, conserve, protect, operate, dispose or sell the Mortgaged
      Property for the Purchaser, or its designee. All such duties will become the
      obligation of the Purchaser, or its designee. In such connection, upon the
      Mortgaged Property being acquired on behalf of the Purchaser, or its designee,
      the Company shall fully cooperate with Purchaser to transfer management of
      the
      REO Property to Purchaser, or its designee, and shall immediately submit a
      statement of expenses to the Purchaser for reimbursement within 30 days for
      all
      Monthly Advances and Servicing Advances. If Company does not receive
      reimbursement of such expenses from the Purchaser within the 30-days of the
      statement of expenses, Company shall be permitted to withdraw such amount from
      the Custodial Account pursuant to Section 4.05.





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





The
      Company shall use its best efforts to dispose of the REO Property as soon as
      possible and shall sell such REO Property in any event within one year after
      title has been taken to such REO Property, unless (i) a REMIC election has
      not
      been made with respect to the arrangement under which the Mortgage Loans and
      the
      REO Property are held, and (ii) the Company determines, and gives an appropriate
      notice to the Purchaser to such effect, that a longer period is necessary for
      the orderly liquidation of such REO Property. If a period longer than one year
      is permitted under the foregoing sentence and is necessary to sell any REO
      Property, (i) the Company shall report monthly to the Purchaser as to the
      progress being made in selling such REO Property and (ii) if, with the written
      consent of the Purchaser, a purchase money mortgage is taken in connection
      with
      such sale, such purchase money mortgage shall name the Company as mortgagee,
      and
      such purchase money mortgage shall not be held pursuant to this Agreement,
      but
      instead a separate participation agreement among the Company and Purchaser
      shall
      be entered into with respect to such purchase money mortgage.





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





The
      disposition of REO Property shall be carried out by the Company at such price,
      and upon such terms and conditions, as the Company deems to be in the best
      interests of the Purchaser. The proceeds of sale of the REO Property shall
      be
      promptly deposited in the Custodial Account. As soon as practical thereafter
      the
      expenses of such sale shall be paid and the Company shall reimburse itself
      for
      any related unreimbursed Servicing Advances, unpaid Servicing Fees and
      unreimbursed advances made pursuant to Section 5.03. On the Remittance Date
      immediately following the Principal Prepayment Period in which such sale
      proceeds are received the net cash proceeds of such sale remaining in the
      Custodial Account shall be distributed to the Purchaser.





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





Section
      4.17  Real
      Estate Owned Reports .





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





Section
      4.18  Liquidation
      Reports .





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





Section
      4.19  Reports
      of Foreclosures and Abandonments of Mortgaged Property .





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





Section
      4.20  Application
      of Buydown Funds.





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





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





Section
      4.21  Notification
      of Adjustments.





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





Section
      4.22  Confidentiality/Protection
      of Customer Information.





The
      Company shall keep confidential and shall not divulge to any party, without
      the
      Purchaser's prior written consent, the price paid by the Purchaser for the
      Mortgage Loans, except to the extent that it is reasonable and necessary for
      the
      Company to do so in working with legal counsel, auditors, taxing authorities
      or
      other governmental agencies. Each party agrees that it shall comply with all
      applicable laws and regulations regarding the privacy or security of Customer
      Information and shall maintain appropriate administrative, technical and
      physical safeguards to protect the security, confidentiality and integrity
      of
      Customer Information, including maintaining security measures designed to meet
      the Interagency Guidelines Establishing Standards for Safeguarding Customer
      Information, 66 Fed. Reg. 8616 (the “Interagency Guidelines”), if applicable.
      For purposes of this Section 4.22, the term “Customer Information” shall have
      the meaning assigned to it in the Interagency Guidelines.





Section
      4.23  Fair
      Credit Reporting Act





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




Section
      4.24  Establishment
      of and Deposits to Subsidy Account .




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




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




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




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




(iii) to
      withdraw funds deposited in error; and




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




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




Section
      4.25  Use
      of
      Subservicers and Subcontractors .





The
      Company shall not hire or otherwise utilize the services of any Subservicer
      to
      fulfill any of the obligations of the Company under this Agreement or any
      Reconstitution Agreement unless the Company complies with the provisions of
      paragraph (a) of this Section 4.25. The Company shall not hire or otherwise
      utilize the services of any Subcontractor, and shall not permit any Subservicer
      to hire or otherwise utilize the services of any Subcontractor, to fulfill
      any
      of the obligations of the Company under this Agreement or any Reconstitution
      Agreement unless the Company complies with the provisions of paragraph (b)
      of
      this Section 4.25.





(a)  It
      shall
      not be necessary for the Company to seek the consent of the Purchaser or any
      Depositor to the utilization of any Subservicer. The Company shall cause any
      Subservicer used by the Company (or by any Subservicer) for the benefit of
      the
      Purchaser and any Depositor to comply with the provisions of this Section 4.25
      and with Sections 6.04, 6.06, 9.01(e)(iii), 9.01(e)(v) and 9.01(f) of this
      Agreement to the same extent as if such Subservicer were the Company, and to
      provide the information required with respect to such Subservicer under Section
      9.01(e)(iv) of this Agreement. The Company shall be responsible for obtaining
      from each Subservicer and delivering to the Purchaser and any Depositor any
      servicer compliance statement required to be delivered by such Subservicer
      under
      Section 6.04 and any assessment of compliance and attestation required to be
      delivered by such Subservicer under Section 6.06 and any certification required
      to be delivered to the Person that will be responsible for signing the Sarbanes
      Certification under Section 6.06 as and when required to be
      delivered.





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





As
      a
      condition to the utilization of any Subcontractor determined to be
“participating in the servicing function” within the meaning of Item 1122 of
      Regulation AB, the Company shall cause any such Subcontractor used by the
      Company (or by any Subservicer) for the benefit of the Purchaser and any
      Depositor to comply with the provisions of Sections 6.06 and 9.01(f) of this
      Agreement to the same extent as if such Subcontractor were the Company. The
      Company shall be responsible for obtaining from each Subcontractor and
      delivering to the Purchaser and any Depositor any assessment of compliance
      and
      attestation required to be delivered by such Subcontractor under Section 6.06,
      in each case as and when required to be delivered.




**ARTICLE
      V**




**PAYMENTS
      TO PURCHASER**





Section
      5.01  Remittances .





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





With
      respect to any remittance received by the Purchaser after the Business Day
      on
      which such payment was due, the Company shall pay to the Purchaser interest
      on
      any such late payment at an annual rate equal to the Prime Rate, adjusted as
      of
      the date of each change, plus three percentage points, but in no event greater
      than the maximum amount permitted by applicable law. Such interest shall cover
      the period commencing with the day following the Business Day such payment
      was
      due and ending with the Business Day on which such payment is made to the
      Purchaser, both inclusive. Such interest shall be remitted by wire transfer
      of
      immediately available funds within one Business Day following agreement by
      the
      Purchaser and the Company of the penalty amount. The payment by the Company
      of
      any such interest shall not be deemed an extension of time for payment or a
      waiver of any Event of Default by the Company.





Section
      5.02  Statements
      to Purchaser .





Not
      later
      than the Remittance Date, the Company shall furnish to the Purchaser a monthly
      remittance advice in the standard form of electronic Alltel® file, as to the
      period ending on the last day of the preceding month. If requested by the
      Purchaser prior to the related Closing Date, the first monthly remittance advice
      due to the Purchaser following such Closing Date shall be furnished by the
      12 th calendar
      day, or if such day is not a Business Day, then the preceding Business
      Day.





Section
      5.03  Monthly
      Advances by Company .





On
      the
      Business Day immediately preceding each Remittance Date, the Company shall
      deposit in the Custodial Account from its own funds or from amounts held for
      future distribution an amount equal to all Monthly Payments (with interest
      adjusted to the Mortgage Loan Remittance Rate) which were due on the Mortgage
      Loans during the applicable Due Period and which were delinquent at the close
      of
      business on the immediately preceding Determination Date or which were deferred
      pursuant to Section 4.01. Any amounts held for future distribution and so used
      shall be replaced by the Company by deposit in the Custodial Account on or
      before any future Remittance Date if funds in the Custodial Account on such
      Remittance Date shall be less than payments to the Purchaser required to be
      made
      on such Remittance Date. The Company's obligation to make such Monthly Advances
      as to any Mortgage Loan will continue through the last Monthly Payment due
      prior
      to the payment in full of the Mortgage Loan, or through the last Remittance
      Date
      prior to the Remittance Date for the distribution of all Liquidation Proceeds
      and other payments or recoveries (including REO Disposition Proceeds, Insurance
      Proceeds and Condemnation Proceeds) with respect to the Mortgage Loan; provided,
      however, that such obligation shall cease if the Company determines, in its
      sole
      reasonable opinion, that advances with respect to such Mortgage Loan are
      non-recoverable by the Company from Liquidation Proceeds, Insurance Proceeds,
      REO Disposition Proceeds, Condemnation Proceeds, or otherwise with respect
      to a
      particular Mortgage Loan. In the event that the Company determines that any
      such
      advances are non-recoverable, the Company shall provide the Purchaser with
      a
      certificate signed by two officers of the Company evidencing such
      determination.




**ARTICLE
      VI**




**GENERAL
      SERVICING PROCEDURES**





Section
      6.01  Transfers
      of Mortgaged Property .





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





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





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





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





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





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





Section
      6.03  Servicing
      Compensation .





As
      compensation for its services hereunder, the Company shall be entitled to
      withdraw from the Custodial Account or to retain from interest payments on
      the
      Mortgage Loans the amount of its Servicing Fee. The Servicing Fee shall be
      payable monthly and shall be computed on the basis of the outstanding principal
      balance and for the period respecting which any related interest payment on
      a
      Mortgage Loan is computed. The obligation of the Purchaser to pay the Servicing
      Fee is limited to, and payable solely from, the interest portion of such Monthly
      Payments.





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





Section
      6.04  Annual
      Statements as to Compliance .





(i)  The
      Company shall deliver to the Purchaser, on or before February 28, 2006, an
      Officer's Certificate, stating that (x) a review of the activities of the
      Company during the preceding calendar year and of performance under this
      Agreement or similar agreements has been made under such officer's supervision,
      and (y) to the best of such officer's knowledge, based on such review, the
      Company has fulfilled all 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 and the action being taken by the Company to cure such
      default.





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





Section
      6.05  Annual
      Independent Public Accountants' Servicing Report .





Except
      with respect to Securitization Transactions occurring on or after January 1,
      2006, on or before February 28, 2006, the Company, 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 a statement to each
      Purchaser to the effect that such firm has examined certain documents and
      records relating to the servicing of the mortgage loans similar in nature and
      that such firm is of the opinion that the provisions of this or similar
      agreements have been complied with, and that, on the basis of such examination
      conducted substantially in compliance with the Single Attestation Program for
      Mortgage Bankers, nothing has come to their attention which would indicate
      that
      such servicing has not been conducted in compliance therewith, except for (i)
      such exceptions as such firm shall believe to be immaterial, and (ii) such
      other
      exceptions as shall be set forth in such statement. By providing Purchaser
      a
      copy of a Uniform Single Attestation Program Report from their independent
      public accountant's on an annual basis, Company shall be considered to have
      fulfilled its obligations under this Section 6.05.





Section
      6.06  Report
      on Assessment of Compliance and Attestation .





With
      respect to any Mortgage Loans that are the subject of a Securitization
      Transaction occurring on or before March 1 of each calendar year, commencing
      in
      2007, the Company shall:





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




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




|(iii) | cause
              each Subservicer and each Subcontractor, determined by the Company
              pursuant to Section 425(b) to be “participating in the servicing function”
              within the meaning of Item 1122 of Regulation AB, to deliver to the
              Purchaser and such Depositor an assessment of compliance and accountants’
              attestation as and when provided in paragraphs (a) and (b) of this
              Section
              6.06; and
|----- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------




|(iv) | deliver
              to the Purchaser, any Depositor and any other Person that will be
              responsible for signing the certification (a “Sarbanes Certification”)
              required by Rules 13a-14(d) and 15d-14(d) under the Exchange Act (pursuant
              to Section 302 of the Sarbanes-Oxley Act of 2002) on behalf of an
              asset-backed issuer with respect to a Securitization Transaction a
              certification in the form attached hereto as Exhibit
              E.
|---- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------




The
      Company acknowledges that the parties identified in clause (iv) above may rely
      on the certification provided by the Company pursuant to such clause in signing
      a Sarbanes Certification and filing such with the Commission.





Section
      6.07  Remedies .





(i)  Any
      failure by the Company, any Subservicer, any Subcontractor or any Third-Party
      Originator to deliver any information, report, certification, accountants’
letter or other material when and as required under Article 9, Section 6.04,
      Section 6.05 or Section 6.06, or any breach by the Company of a representation
      or warranty set forth in Section 9.01(e)(iv)(A), or in a writing furnished
      pursuant to Section 9.01(e)(iv)(B) and made as of a date prior to the closing
      date of the related Securitization Transaction, to the extent that such breach
      is not cured by such closing date, or any breach by the Company of a
      representation or warranty in a writing furnished pursuant to Section
      9.01(e)(iv)(B) to the extent made as of a date subsequent to such closing date,
      shall, except as provided in sub-clause (ii) of this Section, immediately and
      automatically, without notice or grace period, constitute an Event of Default
      with respect to the Company under this Agreement and any applicable
      Reconstitution Agreement, and shall entitle the Purchaser or Depositor, as
      applicable, in its sole discretion to terminate the rights and obligations
      of
      the Company as servicer under this Agreement and/or any applicable
      Reconstitution Agreement without payment (notwithstanding anything in this
      Agreement or any applicable Reconstitution Agreement to the contrary) of any
      compensation to the Company; provided that to the extent than any provision
      of
      this Agreement and/or any applicable Reconstitution Agreement expressly provides
      for the survival of certain rights or obligations following termination of
      the
      Company as servicer, such provision shall be given effect.





(ii)  Any
      failure by the Company, any Subservicer or any Subcontractor to deliver any
      information, report, certification or accountants’ letter when and as required
      under Section 6.04, Section 6.05 or Section 6.06, including any failure by
      the
      Company to identify any Subcontract “participating in the servicing function”
within the meaning of Item 1122 of Regulation AB, which continues unremedied
      for
      ten (10) calendar days after the date on which such information, report,
      certification or accountants’ letter was required to be delivered shall
      constitute an Event of Default with respect to the Company under this Agreement
      and any applicable Reconstitution Agreement, and shall entitle the Purchaser
      or
      Depositor, as applicable, in its sole discretion to terminate the rights and
      obligations of the Company under this Agreement and/or any applicable
      Reconstitution Agreement without payment (notwithstanding anything in this
      Agreement to the contrary) of any compensation to the Company; provided that
      to
      the extent that any provision of this Agreement and/or any applicable
      Reconstitution Agreement expressly provides for the survival of certain rights
      or obligations following termination of the Company as servicer, such provision
      shall be given effect.





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





Section
      6.08 Right
      to Examine Company Records .





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





Section
      6.09  Compliance
      with REMIC Provisions.





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




**ARTICLE
      VII**




**COMPANY
      TO COOPERATE**





Section
      7.01  Provision
      of Information .





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





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





Section
      7.02  Financial
      Statements; Servicing Facility .





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





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







**ARTICLE
      VIII**




**THE
      COMPANY**





Section
      8.01  Indemnification;
      Third Party Claims .





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





Section
      8.02  Merger
      or Consolidation of the Company .





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





Any
      Person into which the Company may be merged or consolidated, or any corporation
      resulting from any merger, conversion or consolidation to which the Company
      shall be a party, or any Person succeeding to the business of the Company,
      shall
      be the successor of the Company hereunder, without the execution or filing
      of
      any paper or any further act on the part of any of the parties hereto, anything
      herein to the contrary notwithstanding, provided, however, that the successor
      or
      surviving Person shall be an institution which is a Fannie Mae/Freddie
      Mac-approved company in good standing and has a net worth of no less than $25
      million. Furthermore, in the event the Company transfers or otherwise disposes
      of all or substantially all of its assets to an affiliate of the Company, such
      affiliate shall satisfy the condition above, and shall also be fully liable
      to
      the Purchaser for all of the Company's obligations and liabilities
      hereunder.





Section
      8.03  Limitation
      on Liability of Company and Others .





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





Section
      8.04  Limitation
      on Resignation and Assignment by Company .





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





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





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




**ARTICLE
      IX**




**SECURITIZATION
      TRANSACTIONS; WHOLE LOAN TRANSFERS AND AGENCY TRANSFERS**





Section
      9.01  Securitization
      Transactions; Whole Loan Transfers and Agency Transfers





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





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





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





(b)
            the
                Company shall negotiate in good faith and execute any seller/servicer
                agreements required to effectuate the foregoing provided such agreements
                create no greater obligation or cost on the part of the Company than
                otherwise set forth in this
                Agreement;





(c)
            the
                Company shall provide as
                applicable:





(i)
            any
                and all information and appropriate verification of information which
                may
                be reasonably available to the Company, whether through letters of
                its
                auditors and counsel or otherwise, as the Purchaser shall
                request;





|(ii) | such
              additional representations, warranties, covenants, opinions of counsel,
              letters from auditors, and certificates of public officials or officers
              of
              the Company as are reasonably believed necessary by the trustee, any
              Rating Agency or the Purchaser, as the case may be, in connection with
              such Whole Loan Transfers, Agency Transfers or Securitization
              Transactions. The Purchaser shall pay all third party costs associated
              with the preparation of such information. The Company shall execute
              any
              seller/servicer agreements required within a reasonable period of time
              after receipt of such seller/servicer agreements which time shall be
              sufficient for the Seller and Seller's counsel to review such
              seller/servicer agreements. Under this Agreement, the Company shall
              retain
              a Servicing Fee for each Mortgage Loan, at no less than the applicable
              Servicing Fee Rate; and
|---- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------




|(iii) | at
              any time as required by any Rating Agency, such additional documents
              from
              the related Retained Mortgage File to the Custodian as may be required
              by
              such Rating Agency;
|----- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------







|(d) | the
              Company shall with respect to any Mortgage Loans that are subject to
              a
              Securitization Transactionoccurring
              on or before December 31, 2005,in
              which the filing of a Sarbanes-Oxley Certification directly with the
              Commission is required, by February 28, 2006, or in connection with
              any
              additional Sarbanes-Oxley Certification required to be filed upon thirty
              (30) days written request, an officer of the Company shall execute
              and
              deliver an Officer’s Certification substantially in the form attached
              hereto as Exhibit F, to the entity filing the Sarbanes-Oxley Certification
              directly with the Commission (such as the Purchaser, any master
              servicer,
              any trusteeor any depositor) for the benefit of such entity and such entity’s
              affiliates and the officers, directors and agents of such entity and
              such
              entity’s affiliates, and shall indemnify such entity or persons arising
              out of any breach of Company’s obligationsor representationsrelating thereto as provided in such Officer’s Certification.
|--- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------




(e)
            the
                Company shall, in connection with any Securitization Transaction
                occurring
                on or after January 1, 2006, the Company shall (1) within five (5)
                Business Days following request by the Purchaser or any Depositor,
                provide
                to the Purchaser and such Depositor (or, as applicable, cause each
                Third-Party Originator and each Subservicer to provide), in writing
                and in
                form and substance reasonably satisfactory to the Purchaser and such
                Depositor, the information and materials specified in paragraphs
                (i),
                (ii), (iii) and (vii) of this subsection (e), and (2) as promptly
                as
                practicable following notice to or discovery by the Company, provide
                to
                the Purchaser and any Depositor (in writing and in form and substance
                reasonably satisfactory to the Purchaser and such Depositor) the
                information specified in paragraph (iv) of this subsection
                (e).





(i)
            if
                so requested by the Purchaser or any Depositor, the Company shall
                provide
                such information regarding (1) the Company, as originator of the
                Mortgage
                Loans (including as an acquirer of Mortgage Loans from a Qualified
                Correspondent), or (2) each Third-Party Originator, and (3) as applicable,
                each Subservicer, as is requested for the purpose of compliance with
                Items
                1103(a)(1), 1105, 1110, 1117 and 1119 of Regulation AB. Such information
                shall include, at a minimum:





(A)
            the
                originator’s form of organization;





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




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





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





(1) the
          sponsor;


(2)  the
      depositor;


(3)  the
      issuing entity;


(4)  any
      servicer;


(5)  any
      trustee;


(6)  any
      originator;


(7)  any
      significant obligor;


(8)  any
      enhancement or support provider; and


(9)  any
      other
      material transaction party.





(ii)
            If
                so requested by the Purchaser or any Depositor, the Company shall
                provide
                (or, as applicable, cause each Third-Party Originator to provide)
                Static
                Pool Information with respect to the mortgage loans (of a similar type as
                the Mortgage Loans, as reasonably identified by the Purchaser as
                provided
                below) originated by (1) the Company, if the Company is an originator
                of
                Mortgage Loans (including as an acquirer of Mortgage Loans from a
                Qualified Correspondent), and/or (2) each Third-Party Originator.
                Such
                Static Pool Information shall be prepared by the Company (or Third-Party
                Originator) on the basis of its reasonable, good faith interpretation
                of
                the requirements of Item 1105(a)(1)-(3) of Regulation AB. To the
                extent
                that there is reasonably available to the Company (or Third-Party
                Originator) Static Pool Information with respect to more than one
                mortgage
                loan type, the Purchaser or any Depositor shall be entitled to specify
                whether some or all of such information shall be provided pursuant
                to this
                paragraph. The content of such Static Pool Information may be in
                the form
                customarily provided by the Company, and need not be customized for
                the
                Purchaser or any Depositor. Such Static Pool Information for each
                vintage
                origination year or prior securitized pool, as applicable, shall
                be
                presented in increments no less frequently than quarterly over the
                life of
                the mortgage loans included in the vintage origination year or prior
                securitized pool. The most recent periodic increment must be as of
                a date
                no later than 135 days prior to the date of the prospectus or other
                offering document in which the Static Pool Information is to be included
                or incorporated by reference. The Static Pool Information shall be
                provided in an electronic format that provides a permanent record
                of the
                information provided, such as a portable document format (pdf) file,
                or
                other such electronic format reasonably required by the Purchaser
                or the
                Depositor, as applicable.





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





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





(A)
            the
                Servicer’s form of organization;





(B)
            a
                description of how long the Servicer has been servicing residential
                mortgage loans; a general discussion of the Servicer’s experience in
                servicing assets of any type as well as a more detailed discussion
                of the
                Servicer’s experience in, and procedures for, the servicing function it
                will perform under this Agreement and any Reconstitution Agreements;
                information regarding the size, composition and growth of the Servicer’s
                portfolio of residential mortgage loans of a type similar to the
                Mortgage
                Loans and information on factors related to the Servicer that may
                be
                material, in the good faith judgment of the Purchaser or any Depositor,
                to
                any analysis of the servicing of the Mortgage Loans or the related
                asset-backed securities, as applicable, including, without limitation:





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





(2)
            the
                extent of outsourcing the Servicer
                utilizes;





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





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





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





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





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





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





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





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





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





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





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





(vi)
            (A)
            The
                Company shall represent to the Purchaser, as of the date on which
                information is first provided to the Purchaser under this Section
                9.01(e)
                that, except as disclosed in writing to the Purchaser prior to such
                date:
                (1) the Company is not aware and has not received notice that any
                default,
                early amortization or other performance triggering event has occurred
                as
                to any other securitization due to any act or failure to act of the
                Company; (2) the Company has not been terminated as servicer in a
                residential mortgage loan securitization, either due to a servicing
                default or to application of a servicing performance test or trigger;
                (3)
                no material noncompliance with the applicable servicing criteria
                with
                respect to other securitizations of residential mortgage loans involving
                the Company as servicer has been disclosed or reported by the Company;
                (4)
                no material changes to the Company’s policies or procedures with respect
                to the servicing function it will perform under this Agreement and
                any
                Reconstitution Agreement for mortgage loans of a type similar to
                the
                Mortgage Loans have occurred during the three-year period immediately
                preceding the related Securitization Transaction; (5) there are no
                aspects
                of the Company’s financial condition that could have a material adverse
                effect on the performance by the Company of its servicing obligations
                under this Agreement or any Reconstitution Agreement; (6) there are
                no
                material legal or governmental proceedings pending (or known to be
                contemplated) against the Company, any Subservicer or any Third-Party
                Originator; and (7) there are no affiliations, relationships or
                transactions relating to the Company, any Subservicer or any Third-Party
                Originator with respect to any Securitization Transaction and any
                party
                thereto identified by the related Depositor of a type described in
                Item
                1119 of Regulation AB.





(B)
            If
                so requested by the Purchaser on any date following the date on which
                information is first provided to the Purchaser under this Section
                9.01(e),
                the Company shall, within five (5) Business Days following such request,
                confirm in writing the accuracy of the representations and warranties
                set
                forth in sub clause (A) above or, if any such representation and
                warranty
                is not accurate as of the date of such request, provide reasonably
                adequate disclosure of the pertinent facts, in writing, to the requesting
                party.





(vii)
            In
                addition to such information as the Company, as servicer, is obligated
                to
                provide pursuant to other provisions of this Agreement, if so requested
                by
                the Purchaser or any Depositor, the Company shall provide such information
                reasonably available to the Company regarding the performance of
                the
                Mortgage Loans as is reasonably required to facilitate preparation
                of
                distribution reports in accordance with Item 1121 of Regulation
                AB.





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





(i)  (A)  any
      untrue statement of a material fact contained or alleged to be contained in
      any
      information, report, certification, accountants’ letter or other material
      provided under Sections 9.01(c) and (e) by or on behalf of the Company, or
      provided under Sections 9.01(c) and (e) by or on behalf of any Subservicer,
      Subcontractor or Third-Party Originator (collectively, the “Company
      Information”), or (B) the omission or alleged omission to state in the Company
      Information a material fact required to be stated in the Company Information
      or
      necessary in order to make the statements therein, in the light of the
      circumstances under which they were made, not misleading; *provided,
      by way of clarification,* that
      clause (B) of this paragraph shall be construed solely by reference to the
      Company Information and not to any other information communicated in connection
      with a sale or purchase of securities, without regard to whether the Company
      Information or any portion thereof is presented together with or separately
      from
      such other information;





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




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




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





(g)
            the
                Purchaser and each Person who controls the Purchaser shall indemnify
                the
                Company, each affiliate of the Company, each Person who controls
                any of
                such parties or the Company (within the meaning of Section 15 of
                the
                Securities Act and Section 20 of the Exchange Act) and the respective
                present and former directors, officers, employees and agents of each
                of
                the foregoing and of the Company, and shall hold each of them harmless
                from and against any losses, damages, penalties, fines, forfeitures,
                legal
                fees and expenses and related costs, judgments, and any other costs,
                fees
                and expenses that any of them may sustain arising out of or based
                upon:





(i) (A)  any
      untrue statement of a material fact contained or alleged to be contained in
      any
      offering materials related to a Securitization Transaction, including without
      limitation the registration statement, prospectus, prospectus supplement, any
      private placement memorandum, any offering circular, any computational
      materials, and any amendments or supplements to the foregoing (collectively,
      the
“Securitization Materials”) or (B) the omission or alleged omission to state in
      the Securitization Materials a material fact required to be stated in the
      Securitization Materials or necessary in order to make the statements therein,
      in the light of the circumstances under which they were made, not misleading,
      but only to the extent that such untrue statement or alleged untrue statement
      or
      omission or alleged omission is other than a statement or omission arising
      out
      of, resulting from, or based upon the Company Information.





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





In
      the
      event the Purchaser has elected to have the Company hold record title to the
      Mortgages, prior to the Reconstitution Date the Company shall prepare an
      Assignment of Mortgage in blank or to the trustee from the Company acceptable
      to
      the trustee for each Mortgage Loan that is part of the Whole Loan Transfers,
      Agency Transfer or Securitization Transactions. The Company shall pay all
      preparation and recording costs associated with the initial Assignment of
      Mortgage. The Company shall execute each Assignment of Mortgage, track such
      Assignments of Mortgage to ensure they have been recorded and deliver them
      as
      required by the trustee upon the Company's receipt thereof. Additionally, the
      Company shall prepare and execute, at the direction of the Purchaser, any note
      endorsements in connection with any and all seller/servicer agreements. If
      required at any time by a Rating Agency, Purchaser or successor purchaser in
      connection with any Whole Loan Transfer, Agency Sale or Securitization
      Transaction, the Company shall deliver such additional documents from its
      Retained Mortgage File within thirty (30) Business Days to the Custodian,
      successor purchaser or other designee of the Purchaser as said Rating Agency,
      Purchaser or successor purchaser may require.





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







**ARTICLE
      X**




**DEFAULT**





Section
      10.01  Events
      of Default .





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





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





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





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





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





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





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





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





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





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





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





Section
      10.02  Waiver
      of Defaults .





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




**ARTICLE
      XI**




**TERMINATION**





Section
      11.01  Termination .





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





Section
      11.02  Termination
      Without Cause .





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





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




**ARTICLE
      XII**




**MISCELLANEOUS
      PROVISIONS**





Section
      12.01  Successor
      to Company .





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





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





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





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





Section
      12.02  Amendment .





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





Section
      12.03  Governing
      Law .





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





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





Section
      12.04  Duration
      of Agreement .





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





Section
      12.05  Notices .





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





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





Wells
      Fargo Bank, N.A.


1
      Home
      Campus


Des
      Moines, Iowa 50328-0001


Attention:
      John B. Brown, MAC X2401-042





If
      to the
      Company with respect to all other issues:





Wells
      Fargo Bank, N.A.


7430
      New
      Technology Way


Frederick,
      MD 21703


Attention:
      Structured Finance Manager, MAC X3906-012





In
      each
      instance with a copy to:




Wells
      Fargo Bank, N.A.


1
      Home
      Campus


Des
      Moines, Iowa 50328-0001


Attention:
      General Counsel, MAC X2401-06T





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





(ii) if
      to
      Purchaser:




EMC
      Mortgage Corporation


Mac
      Arthur Ridge II


909
      Hidden Ridge Dr., Suite 200


Irving,
      TX 75038


Attention:
      Ralene Ruyle





With
      a
      copy to:





Bear
      Stearns Mortgage Capital Corp.


383
      Madison Avenue


New
      York,
      NY 10179


Attention:
      Baron Silverstein





Section
      12.06  Severability
      of Provisions .





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





Section
      12.07  Relationship
      of Parties .





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





Section
      12.08  Execution;
      Successors and Assigns .





This
      Agreement may be executed in one or more counterparts and by the different
      parties hereto on separate counterparts, each of which, when so executed, shall
      be deemed to be an original; such counterparts, together, shall constitute
      one
      and the same agreement. Subject to Section 8.04, this Agreement shall inure
      to
      the benefit of and be binding upon the Company and the Purchaser and their
      respective successors and assigns.





Section
      12.09  Recordation
      of Assignments of Mortgage .





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





Section
      12.10  Assignment
      by Purchaser .





The
      Purchaser shall have the right, without the consent of the Company but subject
      to the limit set forth in Section 2.02 hereof, to assign, in whole or in part,
      its interest under this Agreement with respect to some or all of the Mortgage
      Loans, and designate any person to exercise any rights of the Purchaser
      hereunder, by executing an Assignment, Assumption and Recognition Agreement
      substantially in the form attached as Exhibit G and the assignee or designee
      shall accede to the rights and obligations hereunder of the Purchaser with
      respect to such Mortgage Loans. All references to the Purchaser in this
      Agreement shall be deemed to include its assignee or designee.





Section
      12.11 Solicitation
      of Mortgagor .





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





[Intentionally
      Blank - Next Page Signature Page]








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




**EMC MORTGAGE CORPORATION**
              **Purchaser**
            
            **WELLS FARGO BANK,
              N.A.**
              **Company**By:
            
            
            By:Name:
            
            
            Name:Title:
            
            
            Title:










STATE
                  OF
              
              ))
              ss:COUNTY
                  OF ___________
              
              )





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





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








Notary PublicMy Commission expires
              _______________________










STATE
                    OF
                
                ))
                ss:COUNTY
                    OF
                
                )


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





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


Notary PublicMy Commission expires
                _______________________


EXHIBIT
      A








FORM
      OF
      ASSIGNMENT AND CONVEYANCE AGREEMENT




On
      this
      _____ day of __________, 20___, Wells Fargo Bank, N.A. (the " Seller ")
      as the
      Seller under that certain Amended and Restated Master Mortgage Loan Purchase
      Agreement, ("Purchase Agreement") and as the Company under that certain Amended
      and Restated Master Seller's Warranties and Servicing Agreement (the "Servicing
      Agreement") each dated as of _______________, 20___, (collectively, the
      " Agreements ")
      does
      hereby sell, transfer, assign, set over and convey to EMC Mortgage Corporation
      as the Purchaser (the " Purchaser ")
      under
      the Purchase Agreement, and Purchaser hereby accepts from Seller, without
      recourse, but subject to the terms of the Agreements, all right, title and
      interest of, in and to the Mortgage Loans listed on the Mortgage Loan Schedule
      attached hereto as Exhibit
      A ,
      together with the Custodial Mortgage Files and Retained Mortgage Files and
      all
      rights and obligations arising under the documents contained therein. Pursuant
      to Section 2.03 of the Servicing Agreement, the Seller has delivered to the
      Custodian the documents for each Mortgage Loan to be purchased. The Servicing
      Files retained by the Seller pursuant to Section 2.01 of the Servicing Agreement
      shall be appropriately marked to clearly reflect the sale of the related
      Mortgage Loans to the Purchaser.




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




**EMC MORTGAGE CORPORATION**
                **Purchaser**
              
              **WELLS FARGO BANK,
                N.A.**
                **Company**By:
              
              
              By:Name:
              
              
              Name:Title:
              
              
              Title:


EXHIBIT
      B








CUSTODIAL
      AGREEMENT




EXHIBIT
      C








CONTENTS
      OF EACH RETAINED MORTGAGE FILE,


SERVICING
      FILE AND CUSTODIAL MORTGAGE FILE





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





1.
            The
                original Mortgage Note bearing all intervening endorsements, endorsed
                "Pay
                to the order ofwithout recourse" and signed in the name of the Company by an authorized
                officer (in the event that the Mortgage Loan was acquired by the
                Company
                in a merger, the signature must be in the following form: "[Company],
                successor by merger to [name of predecessor]"; and in the event that
                the
                Mortgage Loan was acquired or originated by the Company while doing
                business under another name, the signature must be in the following
                form:
                "[Company], formerly know as [previous
                name]").





2.
            The
                original of any guarantee executed in connection with the Mortgage
                Note
                (if any).





3.
            The
                original Mortgage, with evidence of recording thereon or a certified
                true
                and correct copy of the Mortgage sent for recordation. If in connection
                with any Mortgage Loan, the Company cannot deliver or cause to be
                delivered the original Mortgage with evidence of recording thereon
                on or
                prior to the related Closing Date because of a delay caused by the
                public
                recording office where such Mortgage has been delivered for recordation
                or
                because such Mortgage has been lost or because such public recording
                office retains the original recorded Mortgage, the Company shall
                deliver
                or cause to be delivered to the Custodian, a photocopy of such Mortgage,
                together with (i) in the case of a delay caused by the public recording
                office, an Officer's Certificate of the Company stating that such
                Mortgage
                has been dispatched to the appropriate public recording office for
                recordation and that the original recorded Mortgage or a copy of
                such
                Mortgage certified by such public recording office to be a true and
                complete copy of the original recorded Mortgage will be promptly
                delivered
                to the Custodian upon receipt thereof by the Company; or (ii) in
                the case
                of a Mortgage where a public recording office retains the original
                recorded Mortgage or in the case where a Mortgage is lost after
                recordation in a public recording office, a copy of such Mortgage
                certified by such public recording office or by the title insurance
                company that issued the title policy to be a true and complete copy
                of the
                original recorded Mortgage.





Further,
      with respect to MERS Mortgage Loans, (a) the Mortgage names MERS as the
      Mortgagee and (b) the requirements set forth in the Electronic Tracking
      Agreement have been satisfied, with a conformed recorded copy to follow as
      soon
      as the same is received by the Company.





4.
            the
                originals or certified true copies of any document sent for recordation
                of
                all assumption, modification, consolidation or extension agreements,
                with
                evidence of recording thereon.





5.
            The
                original Assignment of Mortgage for each Mortgage Loan, in form and
                substance acceptable for recording (except for the insertion of the
                name
                of the assignee and recording information). The Assignment of Mortgage
                must be duly recorded only if recordation is either necessary under
                applicable law or commonly required by private institutional mortgage
                investors in the area where the Mortgaged Property is located or
                on
                direction of the Purchaser as provided in the Custodial Agreement.
                If the
                Assignment of Mortgage is to be recorded, the Mortgage shall be assigned
                to the Purchaser. If the Assignment of Mortgage is not to be recorded,
                the
                Assignment of Mortgage shall be delivered in blank. If the Mortgage
                Loan
                was acquired by the Company in a merger, the Assignment of Mortgage
                must
                be made by "[Company], successor by merger to [name of predecessor]."
                If
                the Mortgage Loan was acquired or originated by the Company while
                doing
                business under another name, the Assignment of Mortgage must be by
                "[Company], formerly know as [previous name]."





6.
            Originals
                or certified true copies of documents sent for recordation of all
                intervening assignments of the Mortgage with evidence of recording
                thereon, or if any such intervening assignment has not been returned
                from
                the applicable recording office or has been lost or if such public
                recording office retains the original recorded assignments of mortgage,
                the Company shall deliver or cause to be delivered to the Custodian,
                a
                photocopy of such intervening assignment, together with (i) in the
                case of
                a delay caused by the public recording office, an Officer's Certificate
                of
                the Company stating that such intervening assignment of mortgage
                has been
                dispatched to the appropriate public recording office for recordation
                and
                that such original recorded intervening assignment of mortgage or
                a copy
                of such intervening assignment of mortgage certified by the appropriate
                public recording office or by the title insurance company that issued
                the
                title policy to be a true and complete copy of the original recorded
                intervening assignment of mortgage will be promptly delivered to
                the
                Custodian upon receipt thereof by the Company; or (ii) in the case
                of an
                intervening assignment where a public recording office retains the
                original recorded intervening assignment or in the case where an
                intervening assignment is lost after recordation in a public recording
                office, a copy of such intervening assignment certified by such public
                recording office to be a true and complete copy of the original recorded
                intervening assignment.





7.
            The
                electronic form of PMI Policy as identified by certificate
                number.





8.
            The
                original mortgagee policy of title insurance or other evidence of
                title
                such as a copy of the title commitment or copy of the preliminary
                title
                commitment.





9.
            Any
                security agreement, chattel mortgage or equivalent executed in connection
                with the Mortgage.





10. Original
      power of attorney, if applicable.




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




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




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




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




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




Cooperative
      Shares with a Stock Certificate in blank attached;




Original
      Proprietary Lease;




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




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




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





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





12.
            The
                original hazard insurance policy and, if required by law, flood insurance
                policy, in accordance with Section 4.10 of the
                Agreement.





13.
            Residential
                loan application.





14.
            Mortgage
                Loan closing statement.





15.
            Verification
                of employment and income, unless originated under the Company's Limited
                Documentation program, Fannie Mae Timesaver
                Plus.





16.
            Verification
                of acceptable evidence of source and amount of down
                payment.





17.
            Credit
                report on the Mortgagor.





18.
            Residential
                appraisal report.





19.
            Photograph
                of the Mortgaged Property.





20.
            Survey
                of the Mortgage property, if required by the title company or applicable
                law.





21.
            Copy
                of each instrument necessary to complete identification of any exception
                set forth in the exception schedule in the title policy, i.e. map
                or plat,
                restrictions, easements, sewer agreements, home association declarations,
                etc.





22.
            All
                required disclosure statements.





23.
            If
                available, termite report, structural engineer's report, water potability
                and septic certification.





24.
            Sales
                contract, if applicable.





25.
            Evidence
                of payment of taxes and insurance premiums, insurance claim files,
                correspondence, current and historical computerized data files, and
                all
                other processing, underwriting and closing papers and records which
                are
                customarily contained in a mortgage loan file and which are required
                to
                document the Mortgage Loan or to service the Mortgage
                Loan.





26.
            Amortization
                schedule, if available.





27.
            Payment
                history for any Mortgage Loan that has been closed for more than
                90
                days.




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





EXHIBIT
      D








SERVICING
      CRITERIA TO BE ADDRESSED


IN
      ASSESSMENT OF COMPLIANCE








**Reg
                AB Reference**
            **Servicing
                Criteria**
            **Applicable
                Servicing Criteria**
            **Inapplicable
                Servicing Criteria****General
                Servicing Considerations**1122(d)(1)(i)
            Policies
                and procedures are instituted to monitor any performance or other
                triggers
                and events of default in accordance with the transaction
                agreements.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.1122(d)(1)(iii)
            Any
                requirements in the transaction agreements to maintain a back-up
                servicer
                for the mortgage loans are maintained.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.**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.1122(d)(2)(ii)
            Disbursements
                made via wire transfer on behalf of an obligor or to an investor
                are made
                only by authorized personnel.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.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.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.1122(d)(2)(vi)
            Unissued
                checks are safeguarded so as to prevent unauthorized access.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.**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.








**Reg
                AB Reference**
            **Servicing
                Criteria**
            **Applicable
                Servicing Criteria**
            **Inapplicable
                Servicing Criteria****Pool
                Asset Administration (cont’d)**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.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.1122(d)(3)(iv)
            Amounts
                remitted to investors per the investor reports agree with cancelled
                checks, or other form of payment, or custodial bank statements.**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.1122(d)(4)(ii)
            Mortgage
                loan and related documents are safeguarded as required by the transaction
                agreements1122(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.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.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.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.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.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).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.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.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.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.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.1122(d)(4)(xiv)
            Delinquencies,
                charge-offs and uncollectible accounts are recognized and recorded
                in
                accordance with the transaction agreements.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.










EXHIBIT
      E





FORM
      OF
      SARBANES CERTIFICATION





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





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





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





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





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





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





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




Date:





By:


Name:


Title:





EXHIBIT
      F




FORM
      OF
      SARBANES-OXLEY BACK-UP CERTIFICATION





I,
      ______________________, Vice President of Wells Fargo Bank, N.A. (the
      "Servicer"), certify to __________________, and its officers, directors, agents
      and affiliates (the "Sarbanes Certifying Party"), and with the knowledge and
      intent that they will rely upon this certification, that:





(i)
            Based
                on my knowledge, the information relating to the Mortgage Loans and
                the
                servicing thereof submitted by the Servicer to the Sarbanes Certifying
                Party which is used in connection with preparation of the reports
                on Form
                8-K and the annual report on Form 10-K filed with the Securities
                and
                Exchange Commission with respect to the Securitization, taken as
                a whole,
                does not contain any untrue statement of a material fact or omit
                to state
                a material fact necessary to make the statements made, in light of
                the
                circumstances under which such statements were made, not misleading
                as of
                the date of this certification;





(ii)
            The
                servicing information required to be provided to the Sarbanes Certifying
                Party by the Servicer under the relevant servicing agreement has
                been
                provided to the Sarbanes Certifying
                Party;





(iii)
            I
                am responsible for reviewing the activities performed by the Servicer
                under the relevant servicing agreement and based upon the review
                required
                by the relevant servicing agreement, and except as disclosed in the
                Annual
                Statement of Compliance, the Annual Independent Public Accountant's
                Servicing Report and all servicing reports, officer's certificates
                and
                other information relating to the servicing of the Mortgage Loans
                submitted to the Sarbanes Certifying Party, the Servicer has, as
                of the
                date of this certification fulfilled its obligations under the relevant
                servicing agreement; and





|(iv) | I
              have disclosed to the Sarbanes Certifying Party all significant
              deficiencies relating to the Servicer's compliance with the minimum
              servicing standards in accordance with a review conducted in compliance
              with the Uniform Single Attestation Program for Mortgage Bankers or
              similar standard as set forth in the relevant servicing agreement.
|---- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------




(v)
            The
                Servicer shall indemnify and hold harmless the Sarbanes Certifying
                Party
                and its officers, directors, agents and affiliates from and against
                any
                losses, damages, penalties, fines, forfeitures, reasonable legal
                fees and
                related costs, judgments and other costs and expenses arising out
                of or
                based upon a breach by the Servicer or any of its officers, directors,
                agents or affiliates of its obligations under this Certification
                or the
                negligence, bad faith or willful misconduct of the Servicer in connection
                therewith. If the indemnification provided for herein is unavailable
                or
                insufficient to hold harmless the Sarbanes Certifying Party, then
                the
                Servicer agrees that it shall contribute to the amount paid or payable
                by
                the Sarbanes Certifying Party as a result of the losses, claims,
                damages
                or liabilities of the Sarbanes Certifying Party in such proportion
                as is
                appropriate to reflect the relative fault of the Sarbanes Certifying
                Party
                on the one hand and the Servicer on the other in connection with
                a breach
                of the Servicer's obligations under this Certification or the Servicer's
                negligence, bad faith or willful misconduct in connection
                therewith.





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





Dated:        By:


Name:


Title:





EXHIBIT
      G





ASSIGNMENT,
      ASSUMPTION AND RECOGNITION AGREEMENT





____________,
      20__








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





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





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





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





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





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





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





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





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





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





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





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





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





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





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





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





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





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





Attention: _________________




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




Attention: _________________


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





[Signatures
      Follow]







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





Assignor
            
            AssigneeBy:
            
            
            By:Name:
            
            
            Name:Its:
            
            
            Its:Tax Payer Identification
              No.:
            
            Tax Payer Identification
              No.:





.        .





**EXHIBIT
      H**





**ELECTRONIC
      DATA FILE**


(1)
              the
                  street address of the Mortgaged Property including the city, state,
                  county
                  and zip code;(2)
              a
                  code indicating whether the Mortgaged Property is a single family
                  residence, a 2-4 family dwelling, a PUD, a cooperative, a townhouse,
                  manufactured housing or a unit in a condominium
                  project;(3)
              the
                  Mortgage Interest Rate as of the Cut-off Date;(4)
              the
                  current Monthly Payment;(5)
              loan
                  term, number of months;(6)
              the
                  stated maturity date;(7)
              the
                  Stated Principal Balance of the Mortgage Loan as of the close of
                  business
                  on the Cut-off Date, after deduction of payments of principal due
                  on or
                  before the Cut-off Date;(8)
              the
                  Loan-to-Value Ratio;(9)
              a
                  code indicating whether the Mortgage Loan is an Interest Only Mortgage
                  Loan;(10)
              a
                  code indicating whether the Mortgage Loan is a temporary buydown
                  (Y or
                  N);(11)
              the
                  Servicing Fee Rate;(12)
              a
                  code indicating whether the Mortgage Loan is covered by lender-paid
                  mortgage insurance (Y or N);(13)
              a
                  code indicating whether the Mortgage Loan is a Time$aver® Mortgage Loan (Y
                  or N);(14)
              the
                  Mortgagor's first and last name;(15)
              a
                  code indicating whether the Mortgaged Property is owner-occupied;(16)
              the
                  remaining months to maturity from the Cut-off Date, based on the
                  original
                  amortization schedule;(17)
              the
                  date on which the first Monthly Payment was due on the Mortgage
                  Loan;(18)
              the
                  last Due Date on which a Monthly Payment was actually applied to
                  the
                  actual principal balance;(19)
              the
                  original principal amount of the Mortgage Loan;(20)
              a
                  code indicating the purpose of the loan (i.e., purchase, financing,
                  rate/term refinancing, cash-out refinancing);(21)
              the
                  Mortgage Interest Rate at origination;(22)
              the
                  date on which the first Monthly Payment was due on the Mortgage
                  Loan;(23)
              a
                  code indicating the documentation style (i.e., full (providing
                  two years
                  employment verification - 2 years W-2’s and current pay stub or 2 years
                  1040’s for self employed borrowers), alternative or
                  reduced);(24)
              a
                  code indicating if the Mortgage Loan is subject to a PMI
                  Policy;(25)
              the
                  Appraised Value of the Mortgage Property;(26)
              the
                  sale price of the Mortgaged Property, if applicable;(27)
              the
                  Mortgagor’s Underwriting FICO Score;(28)
              term
                  of prepayment penalty in years;(29)
              a
                  code indicating the product type;(30)
              a
                  code indicating the credit grade of the Mortgage Loan;(31)
              the
                  unpaid balance of the Mortgage Loan as of the close of business
                  on the
                  Cut-off Date, after deduction of all payments of
                  principal;(32)
              the
                  Note date of the Mortgage Loan;(33)
              the
                  mortgage insurance certificate number and percentage of coverage,
                  if
                  applicable;(34)
              the
                  Mortgagor’s date of birth;(35)
              the
                  MIN Number for each Mortgage Loan, if applicable;(36)
              employer
                  name;(37)
              subsidy
                  program code;(38)
              servicer
                  name;(39)
              the
                  combined Loan-to-Value Ratio;(40)
              the
                  total Loan-to-Value Ratio;(41)
              whether
                  the Mortgage Loan is convertible (Y or N);(42)
              a
                  code indicating whether the Mortgage Loan is a relocation loan
                  (Y or
                  N);(43)
              a
                  code indicating whether the Mortgage Loan is a leasehold loan (Y
                  or
                  N);(44)
              a
                  code indicating whether the Mortgage Loan is an Alt A loan (Y or
                  N);(45)
              a
                  code indicating whether the Mortgage Loan is a no ratio loan (Y
                  or N);(46)
              a
                  code indicating whether the Mortgage Loan is a Pledged Asset Mortgage
                  Loan
                  (Y or N);(47)
              effective
                  LTV percentage for Pledged Asset Mortgage Loans;(48)
              citizenship
                  type code;(49)
              a
                  code indicating whether the Mortgage Loan is a conforming or
                  non-conforming loan, based on the original loan
                  balance;(50)
              the
                  name of the client for which the Mortgage Loan was
                  originated;(51)
              the
                  program code;(52)
              the
                  loan sub doc code;(53)
              the
                  remaining interest-only term for Interest Only Mortgage
                  Loans;The
                  Company shall provide the followingFor
                  the Home Mortgage Disclosure Act (HMDA):(54)
              the
                  Mortgagor’s and co-Mortgagor’s (if applicable)
                  ethnicity;(55)
              the
                  Mortgagor’s and co-Mortgagor’s (if applicable) race;(56)
              lien
                  status;(57)
              for
                  cash-out refinance loans, the cash purpose;(58)
              the
                  Mortgagor’s and co-Mortgagor’s (if applicable) gender;(59)
              the
                  Mortgagor’s and co-Mortgagor’s (if applicable) social security
                  numbers;(60)
              the
                  number of units for the property;(61)
              the
                  year in which the property was built;(62)
              the
                  qualifying monthly income of the Mortgagor;(63)
              the
                  number of bedrooms contained in the property;(64)
              a
                  code indicating first time buyer (Y or N);(65)
              the
                  total rental income, if any;The
                  Seller shall provide the followingfor
                  the adjustable rate Mortgage Loans (if applicable):(66)
              the
                  maximum Mortgage Interest Rate under the terms of the Mortgage
                  Note;(67)
              the
                  Periodic Interest Rate Cap;(68)
              the
                  Index;(69)
              the
                  next Adjustment Date;(70)
              the
                  Gross Margin; and(71)
              the
                  lifetime interest rate cap.


**MASTER
      MORTGAGE LOAN PURCHASE AGREEMENT**





This
      is
      an Amended and Restated Master Mortgage Loan Purchase Agreement (the
      "Agreement"), dated as of November 1, 2004 by and between EMC Mortgage
      Corporation, having an office at 909 Hidden Ridge Drive, Suite 200, Irving,
      Texas 75038 (the "Purchaser") and Wells Fargo Bank, N.A., having an office
      at 1
      Home Campus, Des Moines, Iowa 50328-0001 (the "Seller").





W  I  T  N  E  S  S  E  T  H





WHEREAS,
      the Seller agrees to sell, and the Purchaser agrees to purchase, from time
      to
      time certain conventional residential mortgage loans (the "Mortgage Loans")
      on a
      servicing retained basis as described herein:





WHEREAS,
      the Mortgage Loans shall be delivered as pools of whole loans (each a “Loan
      Package”) on various dates as provided herein (each a “Closing Date”);
      and





WHEREAS,
      the parties intend hereby to set forth the terms and conditions upon which
      the
      proposed Transactions will be effected.





NOW
      THEREFORE, in consideration of the promises and the mutual agreements set forth
      herein, the parties hereto agree as follows:





SECTION
      1.  All
      capitalized terms not otherwise defined herein have the respective meanings
      set
      forth in the Amended and Restated Master Seller's Warranties and Servicing
      Agreement, dated as of the date herewith (the“Master Seller's Warranties and
      Servicing Agreement").





SECTION
      2. Agreement
      to Purchase. The
      Seller agrees to sell, and the Purchaser agrees to purchase from time to time,
      Mortgage Loans having an aggregate principal balance on the applicable related
      Cut-off Date in an amount as set forth in the related Commitment Letters or
      in
      such other amount as agreed by the Purchaser and the Seller as evidenced by
      the
      actual aggregate principal balance of the Mortgage Loans in the related Loan
      Package accepted by the Purchaser on the related Closing Date. The Mortgage
      Loans will be delivered pursuant to the Master Seller's Warranties and Servicing
      Agreement.





SECTION
      3.   Mortgage
      Schedules. The
      Seller will provide the Purchaser with certain information constituting a
      listing of the Mortgage Loans to be purchased under this Agreement for each
      Transaction (the "Mortgage Loan Schedule"). Each Mortgage Loan Schedule shall
      conform to the definition of "Mortgage Loan Schedule" under the Master Seller's
      Warranties and Servicing Agreement.





SECTION
      4.  Purchase
      Price. The
      purchase price for each Loan Package (the "Purchase Price") shall be the
      percentage of par as stated in the related Commitment Letter, multiplied by
      the
      aggregate principal balance, as of the related Cut-off Date, of the Mortgage
      Loans listed in the related Loan Package, after application of scheduled
      payments of principal for such related Loan Package due on or before the related
      Cut-off Date whether or not collected. The purchase price for a Loan Package
      may
      be adjusted as stated in the related Commitment Letter.





In
      addition to the Purchase Price, the Purchaser shall pay to the Seller, at
      closing, accrued interest on the initial principal amount of the Mortgage Loans
      at the weighted average Mortgage Loan Remittance Rate for each Loan Package
      from
      the related Cut-off Date through the day prior to the related Closing Date,
      inclusive.





With
      respect to each Loan Package, the Purchaser shall be entitled to (1) all
      scheduled principal due after the related Cut-off Date, (2) all other recoveries
      of principal collected after the related Cut-off Date (provided, however, that
      all scheduled payments of principal due on or before the related Cut-off Date
      and collected by the Seller after the related Cut-off Date shall belong to
      the
      Seller), and (3) all payments of interest on the Mortgage Loans at the Mortgage
      Loan Remittance Rate (minus that portion of any such payment which is allocable
      to the period prior to the related Cut-off Date). The principal balance of
      each
      Mortgage Loan as of the related Cut-off Date is determined after application
      of
      payments of principal due on or before the related Cut-off Date whether or
      not
      collected. Therefore, payments of scheduled principal and interest prepaid
      for a
      due date beyond the related Cut-off Date shall not be applied to the principal
      balance as of the related Cut-off Date. Such prepaid amounts (minus interest
      at
      the Servicing Fee Rate) shall be the property of the Purchaser. The Seller
      shall
      deposit any such prepaid amounts into the Custodial Account, which account
      is
      established for the benefit of the Purchaser for subsequent remittance by the
      Seller to the Purchaser.





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





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





SECTION
      6.   Representations,
      Warranties and Agreements of Seller. The
      Seller agrees and acknowledges that it shall, as a condition to the consummation
      of the transactions contemplated hereby, make the representations and warranties
      specified in Section 3.01 and 3.02 of the Master Seller's Warranties and
      Servicing Agreement, as of each related Closing Date. The meaning of the term
      "Agreement" as used in Sections 3.01 and 3.02 of the Master Seller's Warranties
      and Servicing Agreement shall include this Agreement. The Seller, without
      conceding that the Mortgage Loans are securities, hereby makes the following
      additional representations, warranties and agreements which shall be deemed
      to
      have been made as of the related Closing Date:





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





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





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





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





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





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





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





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





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





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





a)  all
      of
      the representations and warranties of the Seller under this Agreement and under
      the Master Seller's Warranties and Servicing Agreement shall be true and correct
      as of such related Closing Date and no event shall have occurred which, with
      notice or the passage of time, would constitute a default under this Agreement
      or an Event of Default under the Master Seller's Warranties and Servicing
      Agreement;





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





c)  the
      Seller shall have delivered and released to the Custodian under the Master
      Seller's Warranties and Servicing Agreement all documents required pursuant
      to
      the related Custodial Agreement, and





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





Subject
      to the foregoing conditions, the Purchaser shall pay to the Seller on such
      related Closing Date the applicable Purchase Price, plus accrued interest
      pursuant to Section 4 of this Agreement, by wire transfer of immediately
      available funds to the account designated by the Seller.





SECTION
      9.   Closing
      Documents. With
      respect to the Mortgage Loans, the Closing Documents shall consist of the
      following documents:





On
      the
      initial Closing Date:





1.
            the
                Master Seller's Warranties and Servicing Agreement, in three
                counterparts;





2.
            this
                Agreement in two counterparts;





3.
            the
                Custodial Agreement, dated as November 30, 1999, by and between EMC
                Mortgage Corporation as Owner, and Wells Fargo Bank, N.A. (formerly
                Wells
                Fargo Bank Minnesota, N.A.) attached as an exhibit to the Master
                Seller's
                Warranties and Servicing Agreement;





4.
            the
                Mortgage Loan Schedule for the related Loan Package, one copy to
                be
                attached to each counterpart of the Master Seller's Warranties and
                Servicing Agreement, to each counterpart of this Agreement, and to
                each
                counterpart of the Custodial Agreement, as the Mortgage Loan Schedule
                thereto;





5.
            a
                Receipt and Certification, as required under the Custodial
                Agreement;





|6. | an
              Opinion of Counsel of the Seller, in the form of Exhibit 1 hereto;
              and
|-- | -----------------------------------------------------------------------------------------------------




|7. | an
              Assignment and Conveyance Agreement for the related Mortgage
              Loans.
|-- | --------------------------------------------------------------------------------------------------




On
      each
      subsequent Closing Date, the following documents:





|1. | the
              Mortgage Loan Schedule for the related Loan
              Package;
|-- | ------------------------------------------------------------------------------------




|2. | an
              Assignment and Conveyance Agreement for the related Mortgage Loans;
              and
|-- | ------------------------------------------------------------------------------------------------------




|3. | a
              Receipt and Certification, as required under the Custodial
              Agreement.
|-- | ---------------------------------------------------------------------------------------------------



SECTION
      10.   Costs. The
      Purchaser shall pay any commissions due its salesmen, the legal fees and
      expenses of its attorneys and the costs and expenses associated with the
      Custodian. The Seller shall be responsible for reasonable costs and expenses
      associated with any preparation of the initial assignments of mortgage. All
      other costs and expenses incurred in connection with the transfer and delivery
      of the Mortgage Loans, including fees for title policy endorsements and
      continuations and the Seller's attorney fees, shall be paid by the
      Seller.





SECTION
      11.   Servicing The
      Mortgage Loans shall be serviced by the Seller in accordance with the terms
      of
      the Master Seller's Warranties and Servicing Agreement. The Seller shall be
      entitled to servicing fees calculated as provided therein, at the Servicing
      Fee
      Rate.





SECTION
      12.   Financial
      Statements. The
      Seller understands that in connection with the Purchaser's marketing of the
      Mortgage Loans, the Purchaser shall make available to prospective purchasers
      a
      Consolidated Statement of Operations of the Seller for the most recently
      completed two fiscal years respecting which such a statement is available,
      as
      well as a Consolidated Statement of Condition at the end of the last two (2)
      fiscal years covered by such Consolidated Statement of Operations. The Purchaser
      shall also make available any comparable interim statements to the extent any
      such statements have been prepared by the seller in a format intended or
      otherwise suitable for the public at large. The Seller, if it has not already
      done so, agrees to furnish promptly to the Purchaser copies of the statements
      specified above. The Seller shall also make available information on its
      servicing performance with respect to loans in its own portfolio and loans
      serviced for others (if any), including foreclosure and delinquency
      ratios.





The
      Seller also agrees to allow access to a knowledgeable (as shall be determined
      by
      the Seller) financial or accounting officer for the purpose of answering
      questions asked by any prospective purchaser regarding recent developments
      affecting the Seller or the financial statements of the Seller.





SECTION
      13.   Mandatory
      Delivery. The sale
      and delivery on each Closing Date of the related Mortgage Loans described on
      the
      respective Mortgage Loan Schedules is mandatory, it being specifically
      understood and agreed that each Mortgage Loan must be unique and identifiable
      on
      such related Closing Date and that an award of money damages would be
      insufficient to compensate the Purchaser for the losses and damages incurred
      by
      the Purchaser (including damages to prospective purchasers of the Mortgage
      Loans) in the event of the Seller's failure to deliver the Mortgage Loans on
      or
      before such related Closing Date. All rights and remedies of the Purchaser
      under
      this Agreement are distinct from, and cumulative with, any other rights or
      remedies under this Agreement or afforded by law or equity and all such rights
      and remedies may be exercised concurrently, independently or
      successively.





SECTION
      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,
      return receipt requested, or, if by other means, when received by the other
      party at the address shown on the first page hereof, or such other address
      as
      may hereafter be furnished to the other party by like notice. Any such demand,
      notice of 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
      15.   Severability
      Clause. Any
      part, provision, representation or warranty of this Agreement which is
      prohibited or which is held to be void or unenforceable shall be ineffective
      to
      the extent of such prohibition or unenforceability without invalidating the
      remaining provisions hereof. Any part, provision, representation or warranty
      of
      this Agreement which is prohibited or unenforceable or is held to be void or
      unenforceable in any jurisdiction shall be ineffective, as to such jurisdiction,
      to the extent of such prohibition or unenforceability without invalidating
      the
      remaining provisions hereof, and any such prohibition or unenforceability in
      any
      jurisdiction as to any Mortgage Loan shall not invalidate or render
      unenforceable such provision in any other jurisdiction. To the extent permitted
      by applicable law, the parties hereto waive any provision of law which prohibits
      or renders void or unenforceable any provision hereof. If the invalidity of
      any
      part, provision, representation or warranty of this Agreement shall deprive
      any
      party of the economic benefit intended to be conferred by this Agreement, the
      parties shall negotiate, in good-faith, to develop a structure the economic
      effect of which is as close as possible to the economic effect of this Agreement
      without regard to such invalidity.





SECTION
      16.   Counterparts. 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.





SECTION
      17.   Place
      of Delivery and Governing Law. This
      Agreement shall be deemed in effect when a fully executed counterpart thereof
      is
      received by the Purchaser in the State of New York and shall be deemed to have
      been made in State of New York. The Agreement shall be construed in accordance
      with the laws of the State of New York and the obligations, rights and remedies
      of the parties hereunder shall be determined in accordance with the laws of
      the
      State of New York, except to the extent preempted by Federal Law.





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





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





Without
      limiting the generality of the foregoing, the Seller shall reasonably cooperate
      with the Purchaser in connection with the initial resales of the Mortgage Loans
      by the Purchaser. In that connection, the Seller shall provide to the Purchaser:
      (i) any and all information and appropriate verification of information, whether
      through letters of its auditors and counsel or otherwise, as the Purchaser
      shall
      reasonably request, and (ii) such additional representations, warranties,
      covenants, opinions of counsel, letters from auditors and certificates of public
      officials or officers of the Seller as are reasonably believed necessary by
      the
      Purchaser in connection with such resales. The requirement of the Seller
      pursuant to (ii) above shall terminate on the related Closing Date, except
      as
      provided pursuant to Article IX of the Master Seller’s Warranties and Servicing
      Agreement. Prior to incurring any out-of-pocket expenses pursuant to this
      paragraph, the Seller shall notify the Purchaser in writing of the estimated
      amount of such expense. The Purchaser shall reimburse the Seller for any such
      expense following its receipt of appropriate details thereof.





SECTION
      19.   Intention
      of the Parties. It is
      the intention of the parties that the Purchaser is purchasing, and the Seller
      is
      selling, an undivided 100% ownership interest in the Mortgage Loans and not
      a
      debt instrument of the Seller or another security. Accordingly, the parties
      hereto each intend to treat the transaction for Federal income tax purposes
      as a
      sale by the Seller, and a purchase by the Purchaser, of the Mortgage Loans.
      The
      Purchaser shall have the right to review the Mortgage Loans and the related
      Mortgage Loan Files to determine the characteristics of the Mortgage Loans
      which
      shall affect the Federal income tax consequences of owning the Mortgage Loans
      and the Seller shall cooperate with all reasonable requests made by the
      Purchaser in the course of such review.





SECTION
      20.   Successors
      and Assigns; Assignment of Purchase Agreement. This
      Agreement shall bind and inure to the benefit of and be enforceable by the
      Seller and the Purchaser and the respective successors and assigns of the Seller
      and the Purchaser. This Agreement shall not be assigned, pledged or hypothecated
      by the Seller to a third party without the consent of the
      Purchaser.





SECTION
      21. Waivers;
      Other Agreements. 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
      22. Exhibits. The
      exhibits to this Agreement are hereby incorporated and made a part hereof and
      are an integral part of this Agreement.





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





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





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





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





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





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





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





SECTION
      24. 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 agree that any such
      reproduction shall be admissible in evidence as the original itself in any
      judicial or administrative proceeding, whether or not the original is in
      existence and whether or not such reproduction was made by a party in the
      regular course of business, and that any enlargement, facsimile or further
      reproduction of such reproduction shall likewise be admissible in
      evidence.


[Signatures
      Follow]







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




**EMC
                MORTGAGE CORPORATION**
              (Purchaser)By:Name:Title:  **WELLS
                    FARGO BANK, N.A.**
                  (Seller)By:Name:Title:


EXHIBIT
      1








FORM
      OF
      OPINION OF COUNSEL





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Re: Mortgage
      Loan Sale by Wells Fargo Bank, N.A. (the “Company”) to EMC Mortgage Corporation
      (the “Purchaser”) of first lien mortgage loans (the “Mortgage Loans”) pursuant
      to that certain Amended and Restated Master Seller’s Warranties and Servicing
      Agreement and Amended and Restated Master Mortgage Loan Purchase Agreement
      by
      and between the Company and the Purchaser, dated as of November 1,
      2005.





Dear
      Sir/Madam:





I
      am @ of
      Wells Fargo Bank, N.A. and have acted as counsel to Wells Fargo Bank, N.A.
      (the
“Company”), with respect to certain matters in connection with the sale by the
      Company of Mortgage Loans pursuant to that certain Amended and Restated Master
      Seller’s Warranties and Servicing Agreement and Amended and Restated Master
      Mortgage Loan Purchase Agreement by and between the Company and EMC Mortgage
      Corporation (the “Purchaser”), dated as of November 1, 2005, (the “Agreements”),
      which sale is in the form of whole Mortgage Loans. Capitalized terms not
      otherwise defined herein have the meanings set forth in the Amended and Restated
      Master Seller’s Warranties and Servicing Agreement.





I
      have
      examined the following documents:





|1. | the
              Amended and Restated Master Seller’s Warranties and Servicing
              Agreement;
|-- | --------------------------------------------------------------------------------------------------------




|2. | the
              Amended and Restated Master Mortgage Loan Purchase
              Agreement;
|-- | ---------------------------------------------------------------------------------------------




|3. | the
              Custodial Agreement;
|-- | --------------------------------------




|4. | the
              form of endorsement of the Mortgage Notes;
              and
|-- | ------------------------------------------------------------------------------




|5. | such
              other documents, records and papers as I have deemed necessary and
              relevant as a basis for this opinion.
|-- | -----------------------------------------------------------------------------------------------------------------------------------------




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





Based
      upon the foregoing, it is my opinion that;





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





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





3.
            Each
                person who, as an officer or attorney-in-fact of the Company, signed
                (a)
                the Agreements, each dated as of November 1, 2005, by and between
                the
                Company and the Purchaser, and (b) any other document delivered prior
                hereto or on the date hereof in connection with the sale and servicing
                of
                the Mortgage Loans in accordance with the Agreements was, at the
                respective times of such signing and delivery, and is, as of the
                date
                hereof, duly elected or appointed, qualified and acting as such officer
                or
                attorney-in-fact, and the signatures of such persons appearing on
                such
                documents are their genuine
                signatures.





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





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





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





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





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





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





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





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





Sincerely,


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