ASSET PURCHASE AGREEMENT

Exhibit 10.1

ASSET PURCHASE AGREEMENT

FREMONT INVESTMENT & LOAN

and

LITTON LOAN SERVICING LP

dated as of

May 7, 2008

TABLE OF CONTENTS

				Page
ARTICLE I DEFINITIONS AND INTERPRETATION
Section 1.1.		Definitions				1
Section 1.2.		Interpretation				9
ARTICLE II PURCHASE AND SALE OF ASSETS
Section 2.1.		Purchase and Sale of Assets				9
Section 2.2.		Post-Closing Asset Deliveries				10
Section 2.3.		Assumed Liabilities				10
Section 2.4.		Retained Liabilities				10
Section 2.5.		Closing				11
Section 2.6.		Deliveries by Purchaser				11
Section 2.7.		Deliveries by Seller				11
ARTICLE III PURCHASE PRICE; ADJUSTMENT; ALLOCATION
Section 3.1.		Purchase Price				12
Section 3.2.		Allocation of Final Purchase Price				15
Section 3.3.		Accounting				15
ARTICLE IV REPRESENTATIONS AND WARRANTIES OF SELLER
Section 4.1.		Organization; Authorization; Validity of Agreement				16
Section 4.2.		No Defaults; No Violations				16
Section 4.3.		Consents and Approvals				16
Section 4.4.		Title to Assets and Properties; Liens				16
Section 4.5.		Performance				17
Section 4.6.		Disclosure				17
Section 4.7.		Description of Mortgage Servicing Portfolio; Servicing Agreements; Mortgage Loans				17
Section 4.8.		Brokers or Finders				19
Section 4.9.		Permits				19
Section 4.10.		Taxes				19

TABLE OF CONTENTS
(continued)

				Page
Section 4.11.		Custodial Accounts and Escrow Accounts				19
Section 4.12.		Other Agreements				20
Section 4.13.		Litigation				20
Section 4.14.		Sale of Purchased Assets				20
Section 4.15.		Seller Approval				20
ARTICLE V COVENANTS
Section 5.1.		Interim Operations of Seller				20
Section 5.2.		Access				21
Section 5.3.		Cooperation; Efforts and Actions to Cause Closing				21
Section 5.4.		Confidentiality				22
Section 5.5.		Subsequent Actions				22
Section 5.6.		Procedures for Transfer of Servicing				23
Section 5.7.		Servicing Files				24
Section 5.8.		Remaining Custodial and Escrow Funds				25
Section 5.9.		Exclusivity				26
Section 5.10.		Breaches of Representations and Warranties under the Servicing Agreements				26
Section 5.11.		Nonsolicitation; Use of Books and Records				26
Section 5.12.		Massachusetts Attorney General Action				27
Section 5.13.		Costs of Transfer				27
Section 5.14.		Misapplied Payments				27
Section 5.15.		Payment of Property Insurance Premiums				28
Section 5.16.		Escrow Analysis				28
Section 5.17.		Property Taxes				28
Section 5.18.		UCC Security Interest				29
Section 5.19.		Default Management				29
Section 5.20.		Agreement				29
Section 5.21.		REO Property				29
Section 5.22.		Post-Closing Assistance				29

TABLE OF CONTENTS
(continued)

				Page
ARTICLE VI TAX MATTERS
Section 6.1.		Transfer Taxes				30
Section 6.2.		Liability for Taxes and Related Matters				30
Section 6.3.		Cooperation				30
ARTICLE VII CONDITIONS
Section 7.1.		Conditions to Obligations of Purchaser and Seller				31
Section 7.2.		Conditions to Obligations of Seller				32
Section 7.3.		Conditions to Obligations of Purchaser				32
ARTICLE VIII TERMINATION
Section 8.1.		Termination				33
Section 8.2.		Procedure and Effect of Termination				34
ARTICLE IX INDEMNIFICATION
Section 9.1.		Survival				35
Section 9.2.		Seller’s Agreement to Indemnify				35
Section 9.3.		Purchaser’s Agreement to Indemnify				35
Section 9.4.		Claims				36
Section 9.5.		Third Party Indemnification				36
ARTICLE X REPRESENTATIONS AND WARRANTIES OF PURCHASER
Section 10.1.		Organization; Authorization; Validity of Agreement				37
Section 10.2.		No Defaults; No Violations				38
Section 10.3.		Brokers or Finders				38
ARTICLE XI MISCELLANEOUS
Section 11.1.		Fees and Expenses				38
Section 11.2.		Amendment; Waiver				38
Section 11.3.		Publicity				38

TABLE OF CONTENTS
(continued)

				Page
Section 11.4.		Notices				39
Section 11.5.		Counterparts				40
Section 11.6.		Entire Agreement; No Third Party Beneficiaries				40
Section 11.7.		Severability				40
Section 11.8.		Governing Law; Consent to Jurisdiction				40
Section 11.9.		No Consequential Damages				41
Section 11.10.		Assignment				41
Section 11.11.		Fulfillment of Obligations				41
Section 11.12.		Specific Performance				41
Section 11.13.		Waiver of Bulk Transfer Laws				41
Section 11.14.		Personal Liability				41
Section 11.15.		No Right of Setoff				41

SCHEDULES

Schedule 1.1(a)		Servicing Agreements
Schedule 1.1(b)		Servicing Agreement Consents
Schedule 1.1(c)		Servicing Agreements to be Amended
Schedule 3.1(b)		Data Tapes
Schedule 4.7(b)		Servicing Fees by RMBS Transaction
Schedule 4.7(d)(v)		Servicing Agreements Disclosure
Schedule 4.7(d)(ix)		Subservicers, Subcontractors or Other Agents to Perform Seller’s Duties
Schedule 4.7(g)		REO Properties
Schedule 4.7(h)		Investigations
Schedule 4.12		Other Agreements
Schedule 4.13		Litigation
Schedule 5.7(a)(iii)		Servicing File Exception Report

EXHIBITS

Exhibit A		Transfer Instructions
Exhibit B		Legal Opinion Matters

ASSET PURCHASE AGREEMENT

     This Asset Purchase Agreement (this “ Agreement ”), dated as of May 7, 2008, is entered into by and between LITTON LOAN SERVICING LP, a Delaware limited partnership (“ Purchaser ”) and FREMONT INVESTMENT & LOAN, a California industrial bank (“ Seller ”).

      WHEREAS , Seller currently is the Servicer under the Servicing Agreements;

      WHEREAS , Seller desires to transfer its rights and obligations as Servicer under the Servicing Agreements and to thereafter cease to perform as such and, in connection with such transfer of its rights and obligations and cessation of its performance as Servicer, and subject to the terms of the Servicing Agreements, to transfer, convey and assign to Purchaser the Purchased Assets (as defined herein); and

      WHEREAS , concurrently with Seller’s transfer of its rights and obligations and cessation of its performance as Servicer under the Servicing Agreements, Purchaser desires to be appointed as Servicer under the Servicing Agreements;

      NOW, THEREFORE , in consideration of the foregoing and the mutual representations, warranties, covenants and agreements set forth herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto, intending to be legally bound hereby, agree as follows:

ARTICLE I
DEFINITIONS AND INTERPRETATION

     Section 1.1. Definitions . As used in this Agreement, the following terms have the meanings set forth below:

     “ Accounting Firm ” means Deloitte LLP or such other accounting firm or accountant as may be mutually agreed upon by the parties.

     “ Advances ” means, with respect to each Servicing Agreement, amounts that have been advanced by Seller in connection with servicing the Mortgage Loans in accordance with the terms of such Servicing Agreement and are reimbursable, including with respect to principal, interest, Taxes, insurance premiums and all other reimbursable advances made by the Servicer in accordance with the applicable Servicing Agreement.

     “ Advances Amount ” means the aggregate outstanding Advances, as of any date of determination and for all Servicing Agreements, made by Seller prior to such date but unreimbursed to it as of such date.

     “ Affiliate ” means a Person that directly, or indirectly through one or more intermediaries, controls, is controlled by or is under common control with the Person specified. For purposes of this definition, the term “control” of a Person means the possession, direct or indirect, of the power to (i) vote 50% or more of the voting securities of such Person or (ii) direct or cause the direction of the management and policies of such Person, whether by Contract or otherwise, and

the terms and phrases “controlling,” “controlled by” and “under common control with” have correlative meanings.

     “ Agreement ” or “ this Agreement ” means this Asset Purchase Agreement, together with its schedules and exhibits.

     “ Ancillary Income ” means any and all income, revenue, fees, expenses, charges or other moneys that a Servicer is entitled to receive, collect or retain as servicer pursuant to the Servicing Agreements (other than servicing fees).

     “ Applicable Requirements ” means with respect to Seller (i) all applicable requirements of Law relating to the Purchased Assets and servicing, insuring or filing of claims in connection with Mortgage Loans or otherwise applicable to Seller; (ii) all contractual obligations of Seller with respect to Servicing Rights and the Mortgage Loans, including without limitation those contractual obligations contained herein, in the Servicing Agreements, and in any agreement with any Government Entity, Insurer or in the Mortgage Loan Documents for which Seller is responsible; and (iii) Seller’s servicing policies (a correct and complete description of which Seller has previously made available to Purchaser).

     “ Assumed Liabilities ” has the meaning specified in Section 2.3(b) .

     “ Assumed Rights and Claims ” has the meaning specified in Section 2.1(e) .

     “ Books and Records ” means all books, ledgers, files, reports, plans, records, manuals and other materials (in any form or medium permitted under this Agreement) related to the Purchased Assets, including without limitation the Servicing Agreements, Servicing Files, Mortgage Loan Documents and closing documents for each RMBS Transaction.

     “ Business Day ” means a day other than Saturday, Sunday or any day on which banks located in the State of California, New York or Texas are authorized or obligated to close.

     “ Claims ” means, with respect to the period prior to the Closing Date, any right to payment, whether or not such right is reduced to judgment, liquidated, unliquidated, fixed, contingent, matured, unmatured, disputed, undisputed, legal, equitable, secured or unsecured, known or unknown; or any right to an equitable remedy for breach of performance, whether or not such right to an equitable remedy is reduced to judgment, fixed, contingent, matured, unmatured, disputed, undisputed, secured or unsecured.

     “ Closing ” has the meaning specified in Section 2.5 .

     “ Closing Date ” means the date upon which the Closing occurs.

     “ Code ” means the Internal Revenue Code of 1986, as amended, and the Treasury regulations promulgated thereunder.

     “ Confidentiality Letter Agreement ” has the meaning specified in Section 5.4 .

     “ Consent ” means any consent, approval, license, waiver or authorization.

     “ Custodial Account ” means the accounts in which Custodial Funds are deposited and held by the Seller.

     “ Custodial Funds ” means all funds held by Seller in the Custodial Accounts with respect to the related Mortgage Loans including, but not limited to, all principal and interest funds and any other funds maintained by Seller in respect of the Mortgage Loans for which the related Servicing Rights are the subject of this Agreement. For the avoidance of doubt, Custodial Funds shall not include Escrow Funds.

     “ Escrow Account ” means each account in which Escrow Funds are deposited and held by Seller.

     “ Escrow Funds ” means funds held by Seller in the Escrow Accounts with respect to the related Mortgage Loans for the payment of taxes, assessments, insurance premiums, ground rents, funds from hazard insurance loss drafts, other mortgage escrow and impound items and similar charges (including interest accrued thereon for the benefit of the obligors under the Mortgage Loans, if applicable), maintained by Seller in respect of the Mortgage Loans for which the related Servicing Rights are the subject of this Agreement.

     “ Estimate Statement ” has the meaning specified in Section 3.1(b) .

     “ Estimated Purchase Price ” has the meaning specified in Section 3.1(b) .

     “ Estimated Shortfall ” has the meaning specified in Section 3.1(a) .

     “ Exchange Act ” means the U.S. Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder.

     “ Fannie Mae ” means the Federal National Mortgage Association, or any successor thereto.

     “ Final Purchase Price ” has the meaning specified in Section 3.1(c) .

     “ Final Statement ” has the meaning specified in Section 3.1(c) .

     “ Freddie Mac ” means the Federal Home Loan Mortgage Corporation, or any successor thereto.

     “ GAAP ” means United States generally accepted accounting principles, applied on a consistent basis.

     “ Governmental Authorizations ” means all licenses, permits, certificates and other authorizations and approvals related to the Purchased Assets and issued by or obtained from a Government Entity.

     “ Government Entity ” means any federal, state or local court, administrative body or other governmental or quasi-governmental entity with competent jurisdiction, including the

Department of Housing and Urban Development, Fannie Mae, the Government National Mortgage Association, Freddie Mac and the Federal Trade Commission.

     “ Indemnitee ” means the Person or Persons entitled to, or claiming a right to, indemnification under Article IX .

     “ Indemnitor ” means the Person or Persons claimed by the Indemnitee to be obligated to provide indemnification.

     “ Insurer ” means any Person who insures or guarantees (i) all or any portion of the risk of loss upon the obligor’s default on any of the Mortgage Loans or (ii) against hazard, flood, earthquake, title or other risk of loss in accordance with Applicable Requirements, including but not limited to a Government Entity, any private mortgage insurer and any insurer or guarantor under any standard hazard insurance policy, any federal flood insurance policy, any title insurance policy, any earthquake insurance policy, or any other insurance policy applicable to a Mortgage Loan and any successor thereto.

     “ Interim Final Purchase Price ” has the meaning specified in Section 3.1(e) .

     “ Investor ” means, with respect to each Mortgage Loan, any trust or private investor, as applicable, which owns such Mortgage Loan.

     “ IRS ” means the Internal Revenue Service.

     “ Law ” means any law, statute, ordinance, rule, regulation, code, order, judgment, writ, injunction, decree, enacted, issued, promulgated, enforced or entered by a Government Entity.

     “ Liabilities ” means any and all debts, liabilities, commitments and obligations of any kind, whether fixed, contingent or absolute, matured or unmatured, liquidated or unliquidated, accrued or not accrued, asserted or not asserted, known or unknown, determined, determinable or otherwise, whenever or however arising (including, whether arising out of any contract or tort based on negligence or strict liability) and whether or not the same would be required by GAAP to be reflected in financial statements or disclosed in the notes thereto.

     “ Lien ” means any lien, charge, claim, pledge, security interest, conditional sale agreement or other title retention agreement, lease, mortgage, security interest, option or other encumbrance (including the filing of, or agreement to give, any financing statement under the Uniform Commercial Code of any jurisdiction).

     “ Loss ” or “ Losses ” means any and all losses, liabilities, costs, claims, damages, penalties and expenses (including attorneys’ fees and expenses and costs of investigation and litigation). In the event any of the foregoing are indemnifiable hereunder, the terms “Loss” and “Losses” shall include any and all attorneys’ fees and expenses and costs of investigation and litigation incurred by the Indemnitee in enforcing such indemnity.

     “ Massachusetts Attorney General Action ” means that preliminary injunction dated February 25, 2008, issued by the Superior Court, Suffolk County in the Commonwealth of

Massachusetts, (Civil Action No. 07-4373-BLS1), as modified pursuant to a Memorandum and Order dated March 31, 2008.

     “ Material Adverse Effect ” means any change, effect, event or circumstance, that, individually or in the aggregate, is materially adverse to the Purchased Assets or the ability of Seller to perform its obligations under this Agreement, except for any change, effect, event or circumstance relating to (i) the industry or the markets in which the Purchased Assets are operated that are not unique to the Purchased Assets or (ii) the announcement of this Agreement or the transaction contemplated hereby or (iii) changes in applicable Laws after the date hereof.

     “ MERS ” means Mortgage Electronic Registration Systems, Inc.

     “ Mortgage and Servicing Tapes ” has the meaning set forth in Section 3.1(b) .

     “ Mortgage Loans ” means any residential mortgage loan or other extension of credit secured by a Lien on real property of a borrower originated or purchased by Seller or any of its Affiliates and included in or relating to the RMBS Transactions, including the related REO Properties and excluding any mortgage loans with a zero balance other than those that have been charged-off on or prior to the Closing Date.

     “ Mortgage Loan Documents ” means, for each Mortgage Loan, all documents pertaining to such Mortgage Loan, including the Mortgage Note, the mortgage or deed of trust and all assignments of the mortgage or deed of trust, all endorsements and allonges to the Mortgage Note, the title insurance policy with all endorsements thereto, any security agreement and financing statements, any account agreements, and any assignments, assumptions, modifications, continuations or amendments to any of the foregoing.

     “ Mortgage Note ” means, with respect to a residential Mortgage Loan, a promissory note or notes, or other evidence of indebtedness, with respect to such Mortgage Loan secured by a mortgage or mortgages, together with any assignment, reinstatement, extension, endorsement or modification thereof.

     “ Mortgaged Property ” means a fee simple property (or such other estate in real property as is commonly accepted as collateral for Mortgage Loans that are subject to secondary mortgage sales or securitizations) that secures a Mortgage Note and that is subject to a mortgage.

     “ Permits ” means permits, concessions, grants, franchises, licenses and other authorizations and approvals required or issued by any Government Entity and primarily used or held for use in connection with the Purchased Assets.

     “ Person ” means a natural person, partnership, corporation, limited liability company, business trust, joint stock company, trust, unincorporated association, joint venture, Government Entity or other entity or organization.

     “ Proximate Cause Party ” has the meaning specified in Section 8.1(b)(i) .

     “ PSA Amendments ” means the amendments to the Servicing Agreements described in Schedule 1.1(c) .

     “ Purchased Assets ” has the meaning specified in Section 2.1 .

     “ Purchaser ” has the meaning specified in the preamble.

     “ Purchaser Damages ” has the meaning specified in Section 9.2 .

     “ Purchaser Indemnified Parties ” means Purchaser and each of its Affiliates.

     “ Rating Agency Affirmation Letter ” means, as to each Servicing Agreement, a letter from each related Rating Agency in form and substance reasonably satisfactory to Purchaser, to the effect that, as applicable, (i) Seller’s resignation as Servicer under the related Servicing Agreement, (ii) Purchaser’s appointment as Servicer thereunder, and (iii) if applicable, the amendment of the Servicing Agreement pursuant to the relevant PSA Amendment will not, in and of itself, result in a downgrading of the rating of any securities that have been rated by such Rating Agency.

     “ Receivables ” means (i) a Mortgage Loan or right to payment which is secured by a Lien on or other interest in real or personal property or (ii) any debt or equity security (including a participation certificate) that represents an interest in (or represents an ownership interest in, or a debt obligation of, a Person which owns, directly or indirectly) a pool of instruments described in clause (i) of this definition.

     “ Reference Rate ” means, for each date of determination, the rate per annum equal to the one month London Interbank Offered Rate as published in The Wall Street Journal, Eastern Edition, for such date.

     “ REO Property ” means a Mortgaged Property acquired under a Servicing Agreement through foreclosure, acceptance of a deed in lieu of foreclosure or otherwise in connection with the default or imminent default of a Mortgage Loan.

     “ Representatives ” means, with respect to any Person, the directors, officers, employees, accountants, agents, counsel, insurance brokers, insurance companies, lenders and other financing sources and other representatives of such Person.

     “ Retained Liabilities ” has the meaning specified in Section 2.4 .

     “ RMBS Transactions ” means the residential mortgage-backed securities transactions serviced pursuant to the Servicing Agreements.

     “ Seller ” has the meaning specified in the preamble.

     “ Seller Damages ” has the meaning specified in Section 9.3 .

     “ Seller Indemnified Parties ” means Seller and each of its Affiliates.

     “ Servicer ” means the “Servicer” as such term is defined in any Servicing Agreement.

     “ Servicing Agreements ” means the servicing agreements, pooling and servicing agreements, and related agreements that are identified on Schedule 1.1(a) , including all documents attached as an exhibit or schedule to or incorporated by reference into any Servicing Agreement.

     “ Servicing Agreement Consents ” means Consents, in form and substance reasonably satisfactory to Purchaser, to be obtained by Seller with respect to the Servicing Agreements from the Persons set forth on Schedule 1.1(b), which Consents shall (i) satisfy the applicable requirements under the Servicing Agreements with respect to the resignation and appointment of Servicers, (ii) confirm that Purchaser is not and will not be responsible for actions or omissions of Seller or any other predecessor Servicers and (iii) waive any existing or historic Servicer defaults or triggering events under the Servicing Agreements, or shall otherwise be reasonably acceptable to each of Purchaser and the Persons from whom such Consents are obtained.

     “ Servicing Fee Amount ” means, as of any date of determination, an amount equal to 100% of the accrued and unpaid Servicing Fees (other than Ancillary Income) as of such date.

     “ Servicing Fees ” means the sum of (i) the servicing fees (excluding any Ancillary Income) payable to the Servicer as set forth in a Servicing Agreement and (ii) any Ancillary Income.

     “ Servicing File ” means, for each Mortgage Loan, copies of the Mortgage Loan Documents and all other documents, files and other items related thereto required to be maintained by the servicer pursuant to the applicable Servicing Agreement, and, if not specifically set forth in the applicable Servicing Agreement, pursuant to the applicable servicing standard and any other data or information maintained by Seller regarding the borrower(s) under each Mortgage Loan.

     “ Servicing Licenses ” means the licenses required by Law or a Government Entity in order to service the RMBS Transactions.

     “ Servicing Rights ” means all right, title and interest of Seller in and to (i) the right to service the Mortgage Loans under the Servicing Agreements, including the right to receive the Servicing Fees and Ancillary Income, (ii) the related servicing obligations as specified in each Servicing Agreement, including the obligations to administer and collect the payments of or relating to the Mortgage Loans, and to remit all amounts and provide information reporting to others in accordance with the Servicing Agreements and excluding any obligation that is a Retained Liability, (iii) the right of ownership, possession, control and use of any and all Servicing Files and Mortgage Loan Documents pertaining to the servicing of the Mortgage Loans as provided in the Servicing Agreements, (iv) the rights with respect to, and obligations to make, any advances required pursuant to any Servicing Agreement, including obligations to reimburse funds borrowed from any custodial or other accounts under a Servicing Agreement and rights to reimbursement with respect to such advances and the Advances Amount, (v) the “clean-up call” right, if any, to purchase the related Mortgage Loans upon the aggregate principal balance thereof being reduced below a specified amount to the extent provided to Seller in its capacity as Servicer under any Servicing Agreement, (vi) the right to enter into arrangements that generate ancillary fees in respect of the Mortgage Loans serviced under any Servicing

Agreement, and (vii) all other rights, powers and privileges of Seller as the servicer under the Servicing Agreements as expressly set forth therein or as deemed at Law; provided , that all indemnification rights and obligations of Seller under the Servicing Agreements and arising prior to the Closing Date and relating to the Purchased Assets prior to the Closing Date, to the extent related to the Retained Liabilities, shall not be transferred to Purchaser.

     “ Subsidiary ” means, with respect to any Person, any corporation or other organization, whether incorporated or unincorporated, of which (i) at least a majority of the securities or other interests having by their terms ordinary voting power to elect a majority of the board of directors or others performing similar functions with respect to such corporation or other organization is directly or indirectly owned or controlled by such Person or by any one or more of its Subsidiaries or (ii) such Person or any other Subsidiary of such Person is a general partner (excluding any such partnership where such Person or any Subsidiary of such Person does not have a majority of the voting interest in such partnership).

     “ Tape Date ” has the meaning specified in Section 3.1(b) .

     “ Tax ” or “ Taxes ” means all taxes, charges, fees, duties, levies, penalties or other assessments imposed by any federal, state, local or foreign governmental authority, including income, gross receipts, excise, property, sales, gain, use, license, custom duty, unemployment, capital stock, transfer, franchise, payroll, withholding, social security, minimum estimated, profit, gift, severance, value added, disability, premium, recapture, credit, occupation, service, leasing, employment, stamp and other taxes, any amounts attributable thereto or attributable to any failure to comply with any requirement regarding Tax Returns and any transferee or secondary Liability in respect of taxes, including, in each case, any interest, penalty or addition thereto, whether disputed or not.

     “ Tax Return ” means any return, declaration, report, claim for refund or information return or statement relating to Taxes, including any such document prepared on a consolidated, combined or unitary basis and also including any schedule or attachment thereto, and including any amendment thereof.

     “ Taxing Authority ” means any Governmental Authority responsible for the administration or imposition of any Tax.

     “ Third Party Claim ” has the meaning specified in Section 9.5(a) .

     “ Transfer Instructions ” shall mean the instructions set forth in Exhibit A hereto detailing the procedures pursuant to which Seller shall effect the transfer of the Servicing Rights and other documents, reports and files to Purchaser.

     “ Transfer Taxes ” means any federal, state, county, local, foreign and other sales, use, transfer, conveyance, documentary transfer, recording or other similar Tax, fee or charge imposed upon the sale, transfer or assignment of property or any interest therein or the recording thereof, and any penalty, addition to Tax or interest with respect thereto.

     “ Trust ” means any trust established in connection with an RMBS Transaction.

     “ Trustee ” means the “Trustee” as such term is defined in any Servicing Agreement.

     “ UCC ” means the Uniform Commercial Code, as in effect from time to time in the State of New York.

     Section 1.2. Interpretation . When a reference is made in this Agreement to a section or article, such reference shall be to a section or article of this Agreement unless otherwise clearly indicated to the contrary.

     Whenever the words “include,” “includes” or “including” are used in this Agreement they shall be deemed to be followed by the words “without limitation.”

     The words “hereof,” “herein” and “herewith” and words of similar import shall, unless otherwise stated, be construed to refer to this Agreement as a whole and not to any particular provision of this Agreement, and article, section, paragraph, exhibit and schedule references are to the articles, sections, paragraphs, exhibits and schedules of this Agreement unless otherwise specified.

     The meaning assigned to each term defined herein shall be equally applicable to both the singular and the plural forms of such term. Where a word or phrase is defined herein, each of its other grammatical forms shall have a corresponding meaning.

     A reference to any party to this Agreement or any other agreement or document shall include such party’s successors and permitted assigns.

     A reference to any legislation or to any provision of any legislation shall include any amendment to, and any modification or reenactment thereof, any legislative provision substituted therefor and all regulations and statutory instruments issued thereunder or pursuant thereto.

ARTICLE II
PURCHASE AND SALE OF ASSETS

     Section 2.1. Purchase and Sale of Assets . On the terms and subject to the conditions set forth in this Agreement, at the Closing, Seller shall sell, convey, transfer, assign and deliver to Purchaser, and Purchaser shall purchase from Seller, free and clear of all Liens, all of the right, title and interest of Seller in and to the following assets, whether tangible or intangible, real, personal or mixed, including the following (collectively, the “ Purchased Assets ”):

     (a) all of the Servicing Rights and rights to receive Servicing Fees pursuant to the Servicing Agreements on and after the Closing Date;

     (b) the right to receive (i) reimbursement as Servicer pursuant to the Servicing Agreements for the Advances Amount and (ii) Servicing Fees that are accrued and unpaid as of the Closing Date;

     (c) all Books and Records, to the extent permitted by Law;

     (d) all causes of action, lawsuits, judgments, claims, refunds, choses in action, rights of recovery, rights of set-off, rights of recoupment, demands and any other rights or Claims of any nature available to or being pursued by Seller or any of its Affiliates to the extent related to the Purchased Assets and arising or accruing from and after the Closing (“ Assumed Rights and Claims ”); and

     (e) all guaranties, warranties, indemnities and similar rights in favor of Seller or any of its Affiliates to the extent related to any Servicing Agreement or Purchased Asset.

     Section 2.2. Post-Closing Asset Deliveries . If Seller, in its reasonable discretion, determines after the Closing that any Purchased Assets are still in the possession of Seller or any of its Affiliates, Seller shall, or shall cause such Affiliates to, promptly deliver them to Purchaser at no cost or expense to Purchaser.

     Section 2.3. Assumed Liabilities .

     (a) Each of Purchaser and Seller is entering into on or prior to the Closing Date a Servicing Agreement Consent with the applicable Trustee with respect to each Servicing Agreement and Purchaser hereby accepts appointment as Servicer under each such Servicing Agreement.

     (b) Purchaser hereby assumes in accordance with their respective terms all Liabilities of Servicer under the Servicing Agreements from and after the Closing Date, in each case to the extent such Liabilities relate to or arise out of or in connection with any action or omission by or on behalf of Purchaser following the Closing Date (the “ Assumed Liabilities ”).

     Section 2.4. Retained Liabilities . Notwithstanding any other provision of this Agreement, Purchaser is not assuming and will not be liable hereunder for any Liabilities of any Person other than Assumed Liabilities (such Liabilities, the “ Retained Liabilities ”) and nothing in this Agreement is intended to assign, transfer or otherwise impose Retained Liabilities on Purchaser as the new Servicer under the Servicing Agreements. The Retained Liabilities will remain the sole responsibility of, and will be paid, performed and discharged by, Seller. Without limiting the generality of the foregoing, Retained Liabilities shall include:

     (a) any and all Claims and Liabilities related to the operation or ownership of the Purchased Assets arising from, in connection with, or relating to any action, event, circumstance or condition occurring or existing on or prior to the Closing Date;

     (b) all obligations under the Servicing Agreements or otherwise to repurchase any Receivables or to reimburse, indemnify or hold harmless any Person, or otherwise assume any Liability with respect to any loss arising from Mortgage Loans related to the origination or sale of Receivables, including in the event of fraud on the part of any obligor under a Mortgage Loan, and any Liabilities arising out of the foregoing;

     (c) Liabilities arising out of or relating to Seller’s performance or failure to perform its obligations as the previous Servicer under the Servicing Agreements or

arising out of or in connection with any violation of any Applicable Requirements prior to the Closing Date;

     (d) demands, requests, duties or liabilities relating to any obligor for which the related mortgage loan has been repaid in full, repurchased from the related RMBS Transaction or is otherwise no longer being serviced by the Servicer as of the Closing Date; and

     (e) all Liabilities arising out of or relating to any proceeding, cause of action, action, claim, arbitration, hearing, investigation, regulatory exam, consent order, litigation or suit that (i) is pending, threatened or completed as of the date hereof with respect to Seller or its Affiliates or (ii) arises out of or relates to actions or omissions of Seller in its capacity as Servicer under the Servicing Agreements during the period Seller acted as Servicer under the Servicing Agreements.

     Section 2.5. Closing . Subject to the terms and conditions of this Agreement, the closing (the “ Closing ”) of the transactions contemplated hereby shall take place at the offices of Cleary Gottlieb Steen & Hamilton LLP in Washington, DC, on the Closing Date or at such other time and place as the parties hereto may mutually agree. At the Closing, the appropriate parties shall take all actions required under Sections 2.6 and 2.7 and all other actions not previously taken but required to be taken hereunder at or prior to the Closing.

     Section 2.6. Deliveries by Purchaser . At the Closing, Purchaser shall deliver to Seller the following:

     (i) the Estimated Purchase Price, in accordance with Section 3.1 , in immediately available funds by wire transfer to an account or accounts which have been designated by Seller at least two Business Days prior to the Closing Date;

     (ii) the certificate to be delivered pursuant to Section 7.2(c) ; and

     (iii) such other customary instruments of transfer, assumptions, filings or documents, in form and substance reasonably satisfactory to Seller, as may be reasonably required to give effect to this Agreement.

     Section 2.7. Deliveries by Seller .

     (a) At the Closing, Seller shall deliver, or cause to be delivered, to Purchaser the following:

     (i) the Books and Records, except to the extent that any deliveries of Books and Records are permitted under this Agreement to be delivered after Closing;

     (ii) the certificates to be delivered pursuant to Section 7.3(c) ;

     (iii) written evidence reasonably satisfactory to Purchaser of the approval of this Agreement by the sole shareholder of Seller;

     (iv) a legal opinion from counsel to Seller with respect to the matters set forth on Exhibit B ;

     (v) such other customary instruments of transfer, assumptions, filings or documents, in form and substance reasonably satisfactory to Purchaser, as may be required to give effect to this Agreement or any PSA Amendment; and

     (vi) all amounts in the Custodial Accounts and Escrow Accounts on the Closing Date.

     (b) Any remaining amounts in the Custodial Accounts and the Escrow Accounts that are not delivered at Closing shall be delivered in accordance with Section 5.8 .

ARTICLE III
PURCHASE PRICE; ADJUSTMENT; ALLOCATION

     Section 3.1. Purchase Price .

     (a) Reconciliation Shortfall . On or before the date hereof, Purchaser shall deliver to Seller a reconciliation of all Custodial Accounts as of the last day of the third calendar month prior to the month of the Closing Date setting forth the sum of all shortfalls, if any, contained in all individual Custodial Accounts (such sum, the “ Estimated Shortfall ”). Any reconciliation of Custodial Accounts performed hereunder shall be calculated in accordance with the test of expected principal and interest reconciliation methodology.

     (b) Estimate Statement . On or before the fifth Business Day after the date hereof, Seller will provide Purchaser a statement (the “ Estimate Statement ”) with Seller’s good faith estimate of the Purchase Price (the “ Estimated Purchase Price ”), calculated as (i) the sum of (A) the Advances Amount as of the last day of the second calendar month prior to the Closing Date (the “ Tape Date ”), (B) the Servicing Fee Amount as of the Tape Date and (C) [*], minus (ii) the Estimated Shortfall. The Seller shall deliver the Estimate Statement with a data tape or tapes containing the Mortgage Loan, mortgage servicing rights and Advances information specified in Schedule 3.1(b) as of the Tape Date (the “ Mortgage and Servicing Tapes ”). If Purchaser objects in writing to Seller’s determination of the Estimated Purchase Price, Seller and Purchaser shall in good faith review the Estimate Statement and seek to resolve the dispute. If Purchaser agrees with Seller’s Estimate Statement or if Seller and Purchaser fail to resolve the dispute by the third Business Day prior to the Closing Date, the Estimated Purchase Price shall be as set forth in the Estimate Statement. If Seller and Purchaser agree to modifications to the Estimate Statement before the third Business Day prior to the Closing Date, the Estimated Purchase Price shall be as set forth in the Estimate Statement as adjusted by the modifications to the Estimate Statement agreed upon by Seller and Purchaser.

*   Confidential information has been omitted pursuant to a request to the Securities and Exchange Commission for confidential treatment. The information has been separately filed with the Commission.

     (c) Final Statement . Not later than thirty (30) days after the Closing Date, Purchaser will prepare and deliver to Seller a statement (the “ Final Statement ”) that sets forth the Purchase Price (as finally determined pursuant to this Section 3.1 , the “ Final Purchase Price ”), calculated as (i) the sum of (A) the Advances Amount as of the last calendar date immediately prior to the Closing Date, (B) the Servicing Fee Amount as of the last calendar day immediately prior to the Closing Date and (C) [*], minus (ii) the sum of all shortfalls, if any, contained in all individual Custodial Accounts as calculated by Purchaser’s reconciliation of all Custodial Funds transferred by Seller to Purchaser hereunder. If Seller disagrees with Purchaser’s Final Statement, Seller shall notify Purchaser of such disagreement within thirty (30) days after its receipt of the Final Statement, which notice shall set forth any such disagreement in reasonable detail. Purchaser and Seller shall negotiate in good faith to resolve any such disagreement within fifteen (15) days after delivery of any such notice of disagreement. For purposes of complying with the terms set forth in this Section 3.1 , each party will cooperate with and make available to the other party and its representatives all information, records, data and working papers, and will permit access to its facilities and personnel, as may reasonably be required in connection with the preparation and analysis of the calculations of the Final Purchase Price, including with respect to any valuations to be performed in connection therewith. If Purchaser and Seller are able to agree upon a calculation of the Final Purchase Price, Section 3.1(d) will not apply and the relevant party will make the payments contemplated by Section 3.1(e)(i) . If they are unable to so agree, Section 3.1(d) will apply and the relevant party will make the payments contemplated by Section 3.1(e)(ii) , if any.

     (d) Dispute . If Seller and Purchaser are unable to agree upon the calculation of the Final Purchase Price within the 15-day period contemplated by Section 3.1(c) , then Purchaser and Seller jointly will engage the Accounting Firm to resolve the matter. In connection with such retention, and in all events within fifteen (15) calendar days after the expiration of the 15-day period referred to in Section 3.1(c) , each of Purchaser and Seller will prepare and submit a presentation to the Accounting Firm setting forth such party’s proposed calculation of the Final Purchase Price, together with a description in reasonable detail of the items that it believes to be in dispute. The scope of the disputes to be resolved by the Accounting Firm will be limited to whether such calculations were prepared in accordance with this Section 3.1 , and the Accounting Firm is not to make any other determination. As soon as practicable thereafter, Purchaser and Seller will cause the Accounting Firm to select either (i) Purchaser’s calculation of the Final Purchase Price or (ii) Seller’s calculation of the Final Purchase Price. Such selection will be based solely upon the presentations by Purchaser and Seller hereinabove contemplated as supplemented by such additional information as either of them desires to submit no later than thirty (30) days after the expiration of the 15-day period contemplated by Section 3.1(c) and as the Accounting Firm may otherwise require or permit. The fees and expenses of the Accounting Firm will be paid by the party whose calculation of the Final Purchase Price is not selected. All determinations made by the Accounting Firm will be final, conclusive and binding on the parties. Upon the Accounting Firm’s determination of the Final Purchase Price, the relevant party will make the payments contemplated by Section 3.1(f) , as applicable, if any.

*   Confidential information has been omitted pursuant to a request to the Securities and Exchange Commission for confidential treatment. The information has been separately filed with the Commission.

     (e) Payment of Undisputed Amounts .

     (i) If the Final Purchase Price agreed upon pursuant to Section 3.1(c) (without application of Section 3.1(d) ) is less than the Estimated Purchase Price, then Seller will pay to Purchaser by wire transfer of immediately available funds to an account designated in writing by Purchaser an amount in cash equal to such shortfall. Such payment will be made within five (5) Business Days of the date on which the Final Purchase Price is determined pursuant to Section 3.1(c) . If the Final Purchase Price agreed upon pursuant to Section 3.1(c) (without application of Section 3.1(d) ) is greater than the Estimated Purchase Price, then Purchaser will pay to Seller by wire transfer of immediately available funds to an account designated in writing by Seller an amount in cash equal to such excess. Such payment will be made within five (5) Business Days of the date on which the Final Purchase Price is determined pursuant to Section 3.1(c) .

     (ii) If Seller and Purchaser are unable to agree upon the calculation of the Final Purchase Price within the 15-day period contemplated by Section 3.1(c) , the lower of Purchaser’s or Seller’s calculation of the Final Purchase Price submitted to the Accounting Firm in accordance with Section 3.1(d) shall be the “ Interim Final Purchase Price ” and the following provisions (1) and (2) shall apply:

     (1) If the Interim Final Purchase Price is in excess of the Estimated Purchase Price, then Purchaser will pay to Seller by wire transfer of immediately available funds to an account designated in writing by Seller an amount in cash equal to the difference between the Interim Final Purchase Price and the Estimated Purchase Price. Such payment will be made within five (5) Business Days of the date on which the Interim Final Purchase Price is determined as aforesaid.

     (2) If the Interim Final Purchase Price is less than the Estimated Purchase Price, then Seller will pay to Purchaser by wire transfer of immediately available funds to an account designated in writing by Purchaser an amount in cash equal to the difference between the Interim Final Purchase Price and the Estimated Purchase Price. Such payment will be made within five (5) Business Days of the date on which the Interim Final Purchase Price is determined as aforesaid.

     (3) If the Interim Final Purchase Price is equal to the Estimated Purchase Price, then no further payments shall be required pursuant to this Section 3.1(e)(ii) .

     (f) Payment of Disputed Amounts .

     (i) If the Final Purchase Price determined pursuant to Section 3.1(d) is greater than the Interim Final Purchase Price, then Purchaser will pay to Seller by wire transfer of immediately available funds to an account designated in writing by Seller an amount in cash equal to the amount by which the Final Purchase

Price exceeds the Interim Final Purchase Price, together with interest on such excess at the Reference Rate accruing for the period from the Closing Date until the date of payment of such excess. Such payment will be made within five (5) Business Days of the date on which the Final Purchase Price is determined in accordance with Section 3.1(d) .

     (ii) If the Final Purchase Price determined pursuant to Section 3.1(d) is equal to the Interim Final Purchase Price, then no further payments shall be required pursuant to this Section 3.1 .

     Section 3.2. Allocation of Final Purchase Price .

     (a) Within 60 days after any payment pursuant to Section 3.1(e) or (f) is made, Purchaser will prepare an allocation of the Final Purchase Price (plus Assumed Liabilities) among the Purchased Assets in accordance with Section 1060 of the Code and any similar provision of state, local or foreign law as appropriate (the “ Allocation Schedule ”).

     (b) If Seller disagrees with respect to any material item in the Allocation Schedule, Seller shall notify Purchaser of such disagreement in writing within fifteen (15) days of receipt of the Allocation Schedule. The parties will negotiate in good faith to resolve the dispute. If they cannot resolve the dispute within fifteen (15) days following receipt by Purchaser of Seller’s disagreement, the parties will engage the Accounting Firm. As promptly as practicable thereafter, Purchaser and Seller will each prepare and submit a presentation detailing each party’s complete statement of proposed resolution of the dispute to the Accounting Firm. As soon as practicable thereafter, Purchaser and Seller will cause the Accounting Firm to choose one of the parties’ positions based solely upon the presentations by Purchaser and Seller. The parties will share the expenses of the Accounting Firm equally. All determinations made by the Accounting Firm will be final, conclusive and binding on the parties.

     (c) Neither the Seller nor Purchaser will file any Tax Return, including IRS Form 8594, or take a position with a Taxing Authority, that is inconsistent with this Section 3.2 , unless required to do so by applicable Law.

     Section 3.3. Accounting . To the extent that, after the Closing, (a) Purchaser or any of its Affiliates receives any payment or instrument that is for the account of Seller or any of its Subsidiaries according to the terms of this Agreement, Purchaser shall promptly deliver such amount or instrument to Seller and (b) Seller or any of its Affiliates receives any payment or instrument that is for the account of Purchaser according to the terms of this Agreement, Seller shall promptly deliver such amount or instrument to Purchaser.

ARTICLE IV
REPRESENTATIONS AND WARRANTIES OF SELLER

     Seller represents and warrants to Purchaser that the statements contained in this Article IV are true and correct as of the date of this Agreement (or, if made as of a specified date,

as of such date), and shall be true and correct as of the Closing Date as though made on the Closing Date.

     Section 4.1. Organization; Authorization; Validity of Agreement . Seller is duly organized, validly existing, and in good standing under the Laws of the jurisdiction of organization and has the power to own its assets and to carry on its business as now being conducted and has all licenses necessary to carry on its business as now being conducted and is licensed, qualified and in good standing in the states where the Mortgaged Property is located if the Laws of such state require licensing or qualification in order to conduct business of the type conducted by Seller or to ensure the enforceability or validity of each Mortgage Loan; Seller has the power and authority to execute and deliver this Agreement and to perform in accordance herewith; the execution, delivery and performance of this Agreement and the PSA Amendments by Seller and the consummation of the transactions contemplated hereby and thereby have been duly and validly authorized by all necessary corporate action of Seller and no other corporate proceedings on the part of Seller are necessary to authorize such execution, delivery, performance or consummation; this Agreement has been duly executed and delivered by and on behalf of Seller and (assuming this Agreement constitutes a valid and binding obligation of Purchaser) evidences the legal, valid, binding and enforceable obligation of Seller, subject to applicable bankruptcy, insolvency, reorganization, moratorium or other similar Laws affecting the enforcement of creditors’ rights generally.

     Section 4.2. No Defaults; No Violations . The execution, delivery, performance and compliance with the terms of this Agreement and the PSA Amendments by Seller, and the consummation of the transactions contemplated by this Agreement, will not result in the breach of any term or provision of the charter or by-laws of Seller or result in the breach of any term or provision of, or conflict with or constitute a default under or result in the acceleration of any obligation under, or result in the creation of any Lien upon any of the Purchased Assets pursuant to, or otherwise give rise to any Liability under, any material agreement, indenture or loan or credit agreement or other instrument to which Seller or its property is subject, or result in the violation of any Law, rule, regulation, order, judgment or decree to which Seller or its property is subject, or constitute a violation with respect to any order or decree of any court or any order or regulation of any federal, state, municipal or governmental agency having jurisdiction over Seller or its assets, which violation would materially and adversely affect the performance of its obligations and duties hereunder.

     Section 4.3. Consents and Approvals . The execution and delivery of this Agreement by Seller and the performance and compliance with its obligations and covenants hereunder do not require any consent, waiver, approval, license, order, designation or authorization of, notice to, or registration, filing, qualification or declaration with any Government Entity or, if such consent or approval is required, it has been obtained.

     Section 4.4. Title to Assets and Properties; Liens . Seller has good and valid record and marketable title to, and is the lawful owner of, the Purchased Assets, free and clear of any Lien. Seller has the full right to sell, convey, transfer, assign and deliver the Purchased Assets to Purchaser, and, at and as of the Closing, Seller will convey the Purchased Assets to Purchaser by deeds, bills of sale, certificates of title and instruments of assignment and transfer effective to

vest in Purchaser, and Purchaser shall have, good and valid record and marketable title to all of the Purchased Assets.

     Section 4.5. Performance . Seller does not believe, nor does it have any reason or cause to believe, that it cannot perform each and every covenant contained in this Agreement.

     Section 4.6. Disclosure . Neither this Agreement nor any information, certificate of an officer, statement furnished in writing or report delivered by Seller in connection with the transactions contemplated hereby contains any untrue statement of a material fact.

     Section 4.7. Description of Mortgage Servicing Portfolio; Servicing Agreements; Mortgage Loans .

     (a) Mortgage