MORTGAGE LOAN PURCHASE AGREEMENT

Exhibit 10.14

MORTGAGE LOAN PURCHASE AGREEMENT

between

ALESCO LOAN HOLDINGS TRUST

as Mortgage Loan Seller

and

STRUCTURED ASSET MORTGAGE INVESTMENTS II INC.

as Purchaser

Dated as of

June 29, 2007

TABLE OF CONTENTS

i

EXHIBITS AND SCHEDULE TO

MORTGAGE LOAN PURCHASE AGREEMENT

ii

MORTGAGE LOAN PURCHASE AGREEMENT

MORTGAGE LOAN PURCHASE AGREEMENT, dated as of June 29, 2007, as amended and supplemented by any and all amendments hereto (collectively, the “ Agreement ”), by and between ALESCO LOAN HOLDINGS TRUST, a Maryland business trust (the “ Mortgage Loan Seller ”) and STRUCTURED ASSET MORTGAGE INVESTMENTS II INC., a Delaware corporation (the “ Purchaser ”).

Upon the terms and subject to the conditions of this Agreement, the Mortgage Loan Seller agrees to sell, and the Purchaser agrees to purchase, certain conventional, first lien mortgage loans secured primarily by one- to four-family residential properties and individual condominium units (collectively, the “ Mortgage Loans ”) as described herein. The Purchaser has established Bear Stearns ARM Trust 2007-2, a Delaware statutory trust (the “ Issuing Entity ”) pursuant to a Short Form Trust Agreement, dated as of June 26, 2007 between the Purchaser and Wilmington Trust Company (the “ Owner Trustee ”), as amended and restated on June 29, 2007 (the “ Trust Agreement ”), among the Purchaser, the Owner Trustee and Wells Fargo Bank, N.A. (the “ Securities Administrator ”). The Purchaser intends to sell the Mortgage Loans to the Issuing Entity pursuant to a Sale and Servicing Agreement, dated as of June 29, 2007 (the “ Sale and Servicing Agreement ”) among the Purchaser, the Issuing Entity, the Mortgage Loan Seller, Citibank, N.A., as indenture trustee (the “ Indenture Trustee ”), the Securities Administrator and Wells Fargo Bank, N.A. as master servicer (in such capacity, the “ Master Servicer ”). The Issuing Entity, pursuant to an Indenture, dated as of June 29, 2007 (the “ Indenture ”) among the Issuing Entity, the Indenture Trustee and the Securities Administrator intends to pledge the Mortgage Loans to the Indenture Trustee and, issue and transfer to the Purchaser the Bear Stearns ARM Trust 2007-2, Mortgage-Backed Notes, Series 2007-2 and the Notes issued pursuant to the Trust Agreement (the “ Notes ”). The Notes will be transferred by the Purchaser to the Mortgage Loan Seller or its designee as partial consideration for the sale of the Mortgage Loans. The Master Servicer will master service the Mortgage Loans on behalf of the Issuing Entity pursuant to the Sale and Servicing Agreement. The servicing of the Mortgage Loans will be provided by Countrywide Home Loans Servicing LP and Wells Fargo Bank, N.A. pursuant to the related Servicing Agreements as specified in Appendix A to the Indenture which will be assigned to the Issuing Entity on the Closing Date pursuant to the related Servicing Agreement. The representations and warranties made by each Servicer and the remedies for breach thereof will be assigned to the Issuing Entity on the Closing Date pursuant to, and to the extent provided in the related Servicing Agreement. The representations and warranties made by American Home and Countrywide Home Loans and the remedies for breach thereof will be assigned to the Issuing Entity on the Closing Date pursuant to, and to the extent provided in the related Sale Agreement.

The Purchaser has filed with the Securities and Exchange Commission (the “ Commission ”) a registration statement on Form S-3 (Number 333-140247) relating to its Mortgage-Backed Notes and the offering of certain series thereof (including certain classes of the Notes) from time to time in accordance with Rule 415 under the Securities Act of 1933, as amended, and the rules and regulations of the Commission promulgated thereunder (the “ Securities Act ”). Such registration statement, when it became effective under the Securities Act, and the prospectus relating to the public offering of certain classes of the Notes by the Purchaser (the “ Public Offering ”), as each may be amended or supplemented from time to time pursuant to

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the Securities Act or otherwise, are referred to herein as the “ Registration Statement” and the “ Prospectus ,” respectively. The “ Term Sheet Supplement ” shall mean the term sheet supplement, dated June 11, 2007, relating to certain classes of the Notes. The “ Term Sheet” shall mean the term sheet, dated June 28, 2007, relating to certain classes of the Notes. The “ Prospectus Supplement ” shall mean that supplement, dated June 28, 2007, to the Prospectus, dated June 28, 2007, relating to certain classes of the Notes. With respect to the Public Offering of certain classes of the Notes, the Purchaser and Bear, Stearns & Co. Inc. (“ Bear Stearns ”) have entered into a terms agreement dated as of June 11, 2007 to an underwriting agreement dated February 26, 2007 (together, the “ Underwriting Agreement ”).

Now, therefore, in consideration of the premises and the mutual agreements set forth herein, the parties hereto agree as follows:

SECTION 1. Definitions . Certain terms are defined herein. Capitalized terms used herein but not defined herein shall have the meanings specified in the Sale and Servicing Agreement. The following other terms are defined as follows:

Acquisition Price : Cash in an amount equal to $              *              .          (plus $              *              .          in accrued interest).

American Home : American Home Mortgage Corp.

American Home Sale Agreement : That certain Master Mortgage Loan Purchase and Servicing Agreement, dated as of September 1, 2005, between Citigroup and American Home, as amended by that certain Assignment, Assumption and Recognition Agreement, dated as of February 28, 2006, among the Mortgage Loan Seller, Citigroup and American Home.

Bear Stearns : Bear, Stearns & Co. Inc.

Citibank : Citibank, N.A.

Citibank Custodial Agreement : The custodial agreement, dated as of June 29, 2007, among Alesco, the Issuing Entity, Structured Asset Mortgage Investments II Inc. as depositor, the Indenture Trustee, the Securities Administrator, the Master Servicer and Citibank as custodian relating to the Mortgage Loans identified in such custodial agreement

Citigroup : Citigroup Global Markets Realty Corp.

Citigroup Sale Agreement : Any of (i) that certain Amended and Restated Master Mortgage Loan Purchase and Servicing Agreement, dated as of December 15, 2003, between Citigroup and Countrywide Home Loans, as amended by that Amendment Reg AB, dated as of February 28, 2006, and as amended by that certain Assignment, Assumption and Recognition Agreement, dated as of December 6, 2006, among the Mortgage Loan Seller, Citigroup and Countrywide Home Loans and (ii) that certain Amended and Restated Master Mortgage Loan Purchase and Interim Servicing Agreement, dated as of November 1, 2005, as amended by that

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certain Assignment, Assumption and Recognition Agreement, dated as of February 28, 2006, among the Mortgage Loan Seller, Citigroup and MortgageIT, Inc.

Closing Date : June 29, 2007.

Co-op Lease : With respect to a Co-op Loan, the lease with respect to a dwelling unit occupied by the Mortgagor and relating to the stock allocated to the related dwelling unit.

Co-op Loan : A Mortgage Loan secured by the pledge of stock allocated to a dwelling unit in a residential cooperative housing corporation and a collateral assignment of the related Co-op Lease.

Co-op Stock : With respect to a Co-op Loan, the single outstanding class of stock, partnership interest or other ownership instrument in the related residential cooperative housing corporation.

Countrywide Home Loans : Countrywide Home Loans, Inc.

Countrywide Sale Agreement : Any of (i) that Mortgage Loan Purchase and Servicing Agreement, dated as of December 8, 2006, between Countrywide Home Loans and the Mortgage Loan Seller, as amended by that Amendment Reg AB, dated as of December 8, 2006, as amended by the Assignment, Assumption and Recognition Agreement, dated as of June 29, 2007, among Countrywide Servicing, the Mortgage Loan Seller and the Issuing Entity, and acknowledged and agreed to by Wells Fargo Bank, N.A., as master servicer and (ii) that Mortgage Loan Purchase and Servicing Agreement, dated as of September 29, 2006, between Countrywide Home Loans and the Mortgage Loan Seller, as amended by Amendment No. 1, dated as of October 17, 2006, and as amended by that Amendment Reg AB, dated as of October 25, 2006, as amended by the Assignment, Assumption and Recognition Agreement, dated as of June 29, 2007, among Countrywide Servicing, the Mortgage Loan Seller and the Issuing Entity.

Countrywide Servicing : Countrywide Home Loans Servicing LP.

Countrywide Servicing Agreement : Any of the Countrywide Sale Agreements and that certain Amended and Restated Master Mortgage Loan Purchase and Servicing Agreement, dated as of December 15, 2003, between Citigroup and Countrywide Home Loans, as amended by that Amendment Reg AB, dated as of February 28, 2006, and as amended by that certain Assignment, Assumption and Recognition Agreement, dated as of December 6, 2006, among the Mortgage Loan Seller, Citigroup and Countrywide Home Loans.

Custodial Agreement : Any of the Wells Fargo Custodial Agreement or the Citibank Custodial Agreement.

Custodian : Any of Wells Fargo, as custodian under the Wells Fargo Custodial Agreement or Citibank, as custodian under the Citibank Custodial Agreement.

Cut-off Date : June 1, 2007.

Cut-off Date Balance : $1,086,615,226.90.

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Deleted Mortgage Loan : A Mortgage Loan replaced or to be replaced by a Substitute Mortgage Loan.

Due Date : With respect to each Mortgage Loan, the date in each month on which its scheduled payment is due if such due date is the first day of a month and otherwise is deemed to be the first day of the following month or such other date specified in the Wells Fargo Servicing Agreement.

Fitch : Fitch, Inc., or its successors in interest.

Master Servicer : Wells Fargo Bank, N.A., in its capacity as Master Servicer under the Sale and Servicing Agreement or any of its successors thereto.

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

MERS ^® System : The system of recording transfers of Mortgages electronically maintained by MERS.

Moody’s : Moody’s Investors Service, Inc., or its successors in interest.

Mortgage : The mortgage or deed of trust creating a first lien on an interest in real property securing a Mortgage Note.

Mortgage File : The items referred to in Exhibit 1 pertaining to a particular Mortgage Loan and any additional documents required to be added to such documents pursuant to this Agreement.

Mortgage Interest Rate : The annual rate of interest borne by a Mortgage Note as stated therein.

Mortgagor : The obligor(s) on a Mortgage Note.

Net Rate : For each Mortgage Loan, the Mortgage Interest Rate for such Mortgage Loan less the Servicing Fee Rate and the Lender-Paid PMI Rate (if applicable) expressed as a per annum rate.

Opinion of Counsel : A written opinion of counsel, who may be counsel for the Mortgage Loan Seller or the Purchaser, reasonably acceptable to the Owner Trustee.

Person : Any legal person, including any individual, corporation, partnership, joint venture, association, joint stock company, trust, unincorporated organization or government or any agency or political subdivision thereof.

Purchase Price : With respect to any Mortgage Loan required to be purchased by the Mortgage Loan Seller or Underlying Seller pursuant to the applicable provisions of this Agreement, an amount equal to the sum of (i) 100% of the principal remaining unpaid on such Mortgage Loan as of the date of purchase (including if a foreclosure has already occurred, the

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principal balance of the related Mortgage Loan at the time the Mortgaged Property was acquired), net of any Servicing Advances and Advances attributable to principal and payable to the purchaser of the Mortgage Loan if such purchaser is also the Master Servicer of such Mortgage Loan, (ii) accrued and unpaid interest thereon at the applicable Mortgage Rate through and including the last day of the month of such purchase, net of any portion of the Servicing Fee and any Servicing Advances and Advances attributable to interest that is payable to the purchaser of the Mortgage Loan if such purchaser is also the Master Servicer of such Mortgage Loan, plus (iii) any costs and damages (if any) incurred by the Trust in connection with any violation of such Mortgage Loan of any anti-predatory lending laws.

Rating Agencies : Standard & Poor’s, Moody’s and Fitch, each a “ Rating Agency .”

Sale Agreement : Any of American Home Sale Agreement, Citigroup Sale Agreement, Countrywide Servicing Agreement and Wells Fargo Servicing Agreement, as applicable.

Sale and Servicing Agreement : That certain Sale and Servicing Agreement, dated as of June 1, 2007, among Structured Asset Mortgage Investments II Inc., as depositor, Alesco Loan Holdings Trust, as seller, Wells Fargo Bank, N.A., as master servicer and securities administrator, and Wilmington Trust Company, as owner trustee.

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

Security Instrument : A written instrument creating a valid first lien on a Mortgaged Property securing a Mortgage Note, which may be any applicable form of mortgage, deed of trust, deed to secure debt or security deed, including any riders or addenda thereto.

Servicer : Wells Fargo or Countrywide, as applicable.

Servicing Agreement : Any of the Countrywide Servicing Agreement or Wells Fargo Servicing Agreement, as applicable.

Standard & Poor’s : Standard & Poor’s, a division of The McGraw-Hill Companies, Inc. or its successors in interest.

Substitute Mortgage Loan : A mortgage loan substituted for a Deleted Mortgage Loan which must meet, on the date of such substitution, the requirements stated herein and in the Sale and Servicing Agreement with respect to such substitution; upon such substitution, such mortgage loan shall be a “Mortgage Loan” hereunder.

Underlying Seller : American Home, Countrywide Home Loans, Wells Fargo or Citigroup, as applicable.

Value : The value of the Mortgaged Property at the time of origination of the related Mortgage Loan, such value being the lesser of (i) the value of such property set forth in an appraisal accepted by the applicable originator of the Mortgage Loan or (ii) the sales price of such property at the time of origination.

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Wells Fargo : Wells Fargo Bank, N.A.

Wells Fargo Custodial Agreement : The custodial agreement, dated as of June 29, 2007, among Alesco, the Issuing Entity, Structured Asset Mortgage Investments II Inc. as depositor, the Indenture Trustee, the Securities Administrator, the Master Servicer and Wells Fargo as custodian relating to the Mortgage Loans identified in such custodial agreement.

Wells Fargo Sale Agreement : Any of (i) that certain Amended and Restated Master Mortgage Loan Purchase Agreement dated as of March 1, 2006 by and between Wells Fargo and Citigroup and (ii) those certain Assignment and Conveyance Agreements (2006-W95, 2006-W96 and 2006-W97) dated as of November 28, 2006 between Wells Fargo and Citigroup.

Wells Fargo Servicing Agreement : Any of (i) that certain Amended and Restated Flow Servicing Agreement, dated as of March 1, 2006, by and between Wells Fargo and Citigroup, as amended by the Assignment, Assumption and Recognition Agreement, dated as of June 29, 2007 among Wells Fargo, the Mortgage Loan Seller and the Issuing Entity, relating to the Mortgage Loans sold pursuant to the Wells Fargo Sale Agreement and (ii) that certain Amended and Restated Flow Servicing Agreement, dated as of March 1, 2006, by and between Wells Fargo and Citigroup, as amended by the Assignment, Assumption and Recognition Agreement, dated as of June 29, 2007 among Wells Fargo, the Mortgage Loan Seller and the Issuing Entity, relating to the Mortgage Loans sold pursuant to the American Home Sale Agreement and the Citigroup Sale Agreement.

SECTION 2. Purchase and Sale of the Mortgage Loans and Related Rights .

(a) Upon satisfaction of the conditions set forth in Section 10 hereof, the Mortgage Loan Seller agrees to sell, and the Purchaser agrees to purchase Mortgage Loans having an aggregate outstanding principal balance as of the Cut-off Date equal to the Cut-off Date Balance.

(b) The closing for the purchase and sale of the Mortgage Loans and the closing for the issuance of the Notes will take place on the Closing Date at the office of the Purchaser’s counsel in New York, New York or such other place as the parties shall agree.

(c) Upon the satisfaction of the conditions set forth in Section 10 hereof, on the Closing Date, the Purchaser shall pay to the Mortgage Loan Seller the Acquisition Price for the Mortgage Loans in immediately available funds by wire transfer to such account or accounts as shall be designated by the Mortgage Loan Seller and shall deliver the Notes to the Mortgage Loan Seller or its designee.

(d) In addition to the foregoing, on the Closing Date the Mortgage Loan Seller assigns to the Purchaser all of its right, remedies, title and interest in the Sale Agreements to the extent relating to the Mortgage Loans, notwithstanding that with respect to the Sale Agreements (other than the Citigroup Sale Agreement) the Mortgage Loan Seller specifically reserves and does not assign to the Assignee any right, title and interest in, to or under the representations and warranties. With respect to the Citigroup Sale Agreement, the Mortgage Loan Seller assigns to the Assignee any right, title and interest in, to or under the representations and warranties and the entitlement to enforce all of the obligations of the Purchaser thereunder insofar as they relate to

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the Mortgage Loans, including, without limitation, the enforcement of the document delivery requirements, and the ability to enforce all of the obligations of the Purchaser thereunder insofar as they relate to the Mortgage Loans, including without limitation, the remedies for breaches of representations and warranties.

SECTION 3. Mortgage Loan Schedules . The Mortgage Loan Seller agrees to deliver or cause to be delivered to the Purchaser as of the date hereof a listing of the Mortgage Loans (the “ Mortgage Loan Schedule ”) setting forth the information listed on Exhibit 2 to this Agreement with respect to each of the Mortgage Loans being sold by the Mortgage Loan Seller. The Mortgage Loan Schedule shall be delivered to the Purchaser on the Closing Date and shall be in form and substance mutually agreed to by the Mortgage Loan Seller and the Purchaser.

SECTION 4. Mortgage Loan Transfer .

(a) The Purchaser will be entitled to all scheduled payments of principal and interest on the Mortgage Loans due after the Cut-off Date (regardless of when actually collected) and all payments thereon, other than scheduled principal and interest due on or before the Cut-off Date but received after the Cut-off Date. The Mortgage Loan Seller will be entitled to all scheduled payments of principal and interest on the Mortgage Loans due on or before the Cut-off Date (including payments collected after the Cut-off Date) and all payments thereon, other than scheduled principal and interest due after the Cut-off Date but received on or before the Cut-off Date. Such principal amounts and any interest thereon belonging to the Mortgage Loan Seller as described above will not be included in the aggregate outstanding principal balance of the Mortgage Loans as of the Cut-off Date as set forth on the Mortgage Loan Schedule.

(b) Pursuant to various conveyancing documents to be executed on the Closing Date and pursuant to the Sale and Servicing Agreement, the Purchaser will assign on the Closing Date all of its right, title and interest in and to the Mortgage Loans to the Issuing Entity and, pursuant to the Indenture, the Issuing Entity will assign all of its right, title and interest to the Mortgage Loans to the Indenture Trustee for the benefit of the Noteholders, to secure the Notes issued pursuant to the Indenture. In connection with the transfer and assignment of the Mortgage Loans, the Mortgage Loan Seller has delivered or will deliver or cause to be delivered to the Indenture Trustee or the respective Custodian on behalf of the Indenture Trustee by the Closing Date or such later date as is agreed to by the Purchaser and the Mortgage Loan Seller (each of the Closing Date and such later date is referred to as a “Mortgage File Delivery Date”), the items of each Mortgage File; provided , however , in lieu of the foregoing, the Mortgage Loan Seller may deliver the following documents, under the circumstances set forth below: (a) in lieu of the original Mortgage, assignments to blank or to the Indenture Trustee or intervening assignments thereof which have been delivered, are being delivered or shall, upon receipt of recording information relating to such documents required to be included thereon, be delivered to recording offices for recording and have not been returned in time to permit their delivery as specified above, the Mortgage Loan Seller may deliver a true copy thereof with a certification substantially to the effect that such copy is a true and correct copy of the original; (b) in lieu of the Mortgage, assignment to blank or to the Indenture Trustee or intervening assignments thereof, if the applicable jurisdiction retains the originals of such documents (as evidenced by a certification to such effect) the Mortgage Loan Mortgage Loan Seller may deliver photocopies of such documents containing an original certification by the judicial or other governmental

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authority of the jurisdiction where such documents were recorded; and (c) in lieu of the Mortgage Notes relating to the Mortgage Loans, the Mortgage Loan Seller may deliver a lost note affidavit and indemnity; provided, further, however, that in the case of the Mortgage Loans which have been prepaid in full after the Cut-off Date and prior to the Closing Date, the Mortgage Loan Seller, in lieu of delivering the above documents, may deliver to the Indenture Trustee, a certification to such effect and shall deposit all amounts paid in respect of such Mortgage Loans in the Payment Account on the Closing Date. The Mortgage Loan Seller shall deliver such original documents (including any original documents as to which certified copies had previously been delivered) to the related Custodian, promptly after they are received. The Indenture Trustee shall cause the Mortgage and intervening assignments, if any, and the assignment of the Mortgage to be recorded not later than 180 days after the Closing Date unless such assignment is not required to be recorded under the terms set forth in Section 6(a) hereof.

(c) In connection with the assignment of any Mortgage Loan registered on the MERS ^® System, the Indenture Trustee further agrees that it will cause, at the Mortgage Loan Seller’s own expense, within 30 days after the Closing Date, the MERS ^® System to indicate that such Mortgage Loans have been assigned by the Mortgage Loan Seller to the Purchaser, and by the Purchaser to the Indenture Trustee in accordance with this Agreement for the benefit of the Noteholders by including (or deleting, in the case of Mortgage Loans which are repurchased in accordance with this Agreement) in such computer files (a) the code in the field which identifies the specific Indenture Trustee and (b) the code in the field “Pool Field” which identifies the series of the Notes issued in connection with such Mortgage Loans. The Indenture Trustee further agrees that it will not, and will not permit any Servicer or the Master Servicer to alter the codes referenced in this paragraph with respect to any Mortgage Loan during the term of the Sale and Servicing Agreement unless and until such Mortgage Loan is repurchased in accordance with the terms of the Sale and Servicing Agreement.

(d) The Mortgage Loan Seller and the Purchaser acknowledge hereunder that all of the Mortgage Loans and the related servicing will ultimately be assigned to Citibank, N.A., as Indenture Trustee on behalf of the Noteholders, on the date hereof.

SECTION 5. Examination of Mortgage Files .

(a) On or before the Mortgage File Delivery Date, the Mortgage Loan Seller will have made the Mortgage Files available to the Purchaser or its agent for examination which may be at the offices of the Indenture Trustee or the Mortgage Loan Seller’s custodian. The fact that the Purchaser or its agent has conducted or has failed to conduct any partial or complete examination of the Mortgage Files shall not affect the Purchaser’s rights to demand cure, repurchase, or substitution for as provided in this Agreement.

(b) Pursuant to the related Custodial Agreement, on the Closing Date the respective Custodian, on behalf of the Indenture Trustee, for the benefit of the Noteholders, will acknowledge receipt of each Mortgage Loan, by delivery to the Master Servicer, the Depositor, the Mortgage Loan Seller and the Indenture Trustee of an initial certification in the form attached as Exhibit One to the related Custodial Agreement.

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(c) Pursuant to the related Custodial Agreement, within 90 days of the Closing Date, the Indenture Trustee will review or shall cause the respective Custodian to review items of the Mortgage Files as set forth on Exhibit 1 and will deliver to the Master Servicer, the Depositor, the Mortgage Loan Seller and the Indenture Trustee an interim certification substantially in the form of Exhibit Two to the related Custodial Agreement. If the Indenture Trustee or respective Custodian, as its agent, finds any document listed on Exhibit 1 not to have been executed or received, or to be unrelated, determined on the basis of the Mortgagor name, original principal balance and loan number, to the Mortgage Loans identified in the Mortgage Loan Schedule or to appear defective on its face to review criteria specified in Section 2.01 of the Sale and Servicing Agreement (a “ Material Defect ”), the Indenture Trustee in accordance with the Sale and Servicing Agreement or the respective Custodian, as its agent, shall promptly notify the Mortgage Loan Seller and the related Underlying Seller of such Material Defect. The Mortgage Loan Seller or the related Underlying Seller, as applicable, shall correct or cure any such Material Defect within the number of days specified in the Sale and Servicing Agreement or the Sale Agreement, as applicable, from the date of notice from the Indenture Trustee or the respective Custodian, as its agent, of the Material Defect and if the related Underlying Seller or the Mortgage Loan Seller, as applicable, fails to correct or cure such Material Defect within such period and such defect materially and adversely affects the interests of the Noteholders in the Mortgage Loan, the related Underlying Seller or the Mortgage Loan Seller, as applicable, will, in accordance with the terms of the Sale and Servicing Agreement or related Sale Agreement, within 90 days of the date of notice, provide the Indenture Trustee with a Replacement Mortgage Loan or purchase the related Mortgage Loan at the applicable Purchase Price; provided , however , that if such defect relates solely to the inability of the related Underlying Seller or Mortgage Loan Seller, as applicable, to deliver the Security Instrument, assignment thereof to the Indenture Trustee, or intervening assignments thereof with evidence of recording thereon because such documents have been submitted for recording and have not been returned by the applicable jurisdiction, the related Underlying Seller or Mortgage Loan Seller, as applicable, shall not be required to purchase such Mortgage Loan if the related Underlying Seller or Mortgage Loan Seller, as applicable, delivers such documents promptly upon receipt, but in no event later than 360 days after the Closing Date.

(d) Pursuant to the related Custodial Agreement, within 180 days of the Closing Date, the Indenture Trustee or the respective Custodian on its behalf will review, for the benefit of the Noteholders, the Mortgage Files and will execute and deliver or cause to be executed and delivered to the Master Servicer, the Depositor, the Mortgage Loan Seller and the Indenture Trustee a Final Certification. In conducting such review, the Indenture Trustee or the respective Custodian on its behalf will ascertain whether each document required to be recorded has been returned from the recording office with evidence of recording thereon and the Indenture Trustee or the respective Custodian on its behalf has received either an original or a copy thereof, as required in Section 2.01 of the Sale and Servicing Agreement (provided, however, that with respect to those documents described in subclauses (iv) and (vi) of Section 2.01 of the Sale and Servicing Agreement, such obligations shall extend only to documents actually delivered pursuant to such subclauses). If the Indenture Trustee or the respective Custodian on its behalf finds any document with respect to a Mortgage Loan has not been received, or to be unrelated, determined on the basis of the Mortgagor name, original principal balance and loan number, to the Mortgage Loans identified in Schedule B or to appear defective on its face, the Indenture Trustee or the respective Custodian on its behalf shall note such defect in the exception report

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attached to the Final Certification and shall promptly notify the related Underlying Seller and the Mortgage Loan Seller. The related Underlying Seller or the Mortgage Loan Seller, as applicable, shall correct or cure any such defect or, the related Underlying Seller or the Mortgage Loan Seller, as applicable may substitute for the related Mortgage Loan a Replacement Mortgage Loan, which substitution shall be accomplished in the manner and subject to the conditions set forth in Section 2.04 of the Sale and Servicing Agreement or in the related Sale Agreement, as applicable, or shall deliver to the Indenture Trustee an Opinion of Counsel addressed to the Indenture Trustee to the effect that such defect does not materially or adversely affect the interests of Noteholders in such Mortgage Loan within the number of days specified in the Sale and Servicing Agreement or the Sale Agreement, as applicable, from the date of notice from the Indenture Trustee of the defect and if the related Underlying Seller or the Mortgage Loan Seller, as applicable, is unable within such period to correct or cure such defect, or to substitute the related Mortgage Loan with a Replacement Mortgage Loan or to deliver such opinion, related Underlying Seller or the Mortgage Loan Seller, as applicable, subject to Section 2.04 of the Sale and Servicing Agreement or the related Sale Agreement, within 90 days from the notification of the Indenture Trustee, purchase such Mortgage Loan at the Purchase Price; provided, however, that if such defect relates solely to the inability of related Underlying Seller or the Mortgage Loan Seller, as applicable, to deliver the Mortgage, assignment thereof to the Indenture Trustee or intervening assignments thereof with evidence of recording thereon, because such documents have not been returned by the applicable jurisdiction, related Underlying Seller or the Mortgage Loan Seller, as applicable, shall not be required to purchase such Mortgage Loan, if related Underlying Seller or the Mortgage Loan Seller, as applicable, delivers such documents promptly upon receipt, but in no event later than 360 days after the Closing Date.

(e) At the time of any substitution, related Underlying Seller or the Mortgage Loan Seller, as applicable, shall deliver or cause to be delivered the Substitute Mortgage Loan, the related Mortgage File and any other documents and payments required to be delivered in connection with a substitution pursuant to the Sale and Servicing Agreement or the related Sale Agreement. At the time of any purchase or substitution, the Indenture Trustee in accordance with the terms of the Sale and Servicing Agreement shall (i) assign to the related Underlying Seller or the Mortgage Loan Seller, as applicable, and shall release or cause the respective Custodian to release the documents (including, but not limited to, the Mortgage, Mortgage Note and other contents of the Mortgage File) in the possession of the respective Custodian relating to the Deleted Mortgage Loan and (ii) execute and deliver such instruments of transfer or assignment, in each case without recourse, as shall be necessary to vest in the related Underlying Seller or the Mortgage Loan Seller, as applicable, title to such Deleted Mortgage Loan.

(f) It is understood and agreed that the obligation under this Agreement and the Sale and Servicing Agreement of the Mortgage Loan Seller to cure, repurchase or replace any Mortgage Loan as to which a breach has occurred and is continuing shall constitute the sole remedies against the Mortgage Loan Seller respecting such breach available to Noteholders, the Depositor or the Indenture Trustee. Additionally, Alesco Financial Inc. shall guarantee the Mortgage Loan Seller’s obligations to cure, repurchase or substitute Mortgage Loans as to which there has been a breach. American Home is the Underlying Seller with respect to the Mortgage Loans sold pursuant to the American Home Sale Agreement. Citigroup is the Underlying Seller with respect to the Mortgage Loans sold pursuant to the Citigroup Sale Agreement. Countrywide is the Underlying Seller with respect to the Mortgage Loans sold pursuant to the

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Countrywide Sale Agreement. Wells Fargo is the Underlying Seller with respect to the Mortgage Loans sold pursuant to the Wells Fargo Sale Agreement.

SECTION 6. Recordation of Assignments of Mortgage .

(a) The Purchaser shall cause each assignment of the Security Instrument from the Mortgage Loan Seller to the Indenture Trustee to be recorded not later than 180 days after the Closing Date, unless (a) such recordation is not required by the Rating Agencies or an Opinion of Counsel has been provided to the Indenture Trustee (with a copy to the respective Custodian) which states that the recordation of such assignments is not necessary to protect the interests of the Noteholders in the related Mortgage Loans or (b) MERS is identified on the Mortgage or on a properly recorded assignment of the Mortgage, as the Mortgagee of record solely as nominee for the Mortgage Loan Seller and its successors and assigns; provided , however , notwithstanding the delivery of any such Opinion of Counsel, each assignment of Mortgage shall be submitted for recording by the Purchaser in the manner described above, at no expense to the Mortgage Loan Seller or the Indenture Trustee, upon the earliest to occur of (i) reasonable direction by the Holders of Notes aggregating at least 25% of the Certificate Principal Balance of the Notes, (ii) the occurrence of a Master Servicer Event of Default or an Event of Default, (iii) the occurrence of a bankruptcy, insolvency or foreclosure relating to the Mortgage Loan Seller and, (iv) the occurrence of a servicing transfer or an assignment of the master servicing as described in Section 6.02 of the Sale and Servicing Agreement or (v) with respect to any one assignment of Mortgage, the occurrence of a bankruptcy, insolvency or foreclosure relating to the Mortgagor under the related Mortgage.

While each such Mortgage or assignment is being recorded, if necessary, the Purchaser shall leave or cause to be left with the Indenture Trustee a certified copy of such Mortgage or assignment. All customary recording fees and reasonable expenses relating to the recordation of the assignments of mortgage to the Indenture Trustee or the Opinion of Counsel, as the case may be, shall be borne by the Mortgage Loan Seller as set forth in Section 11.

(b) It is the express intent of the parties hereto that the conveyance of the Mortgage Loans by the Mortgage Loan Seller to the Purchaser, as contemplated by this Agreement be, and be treated as, a sale. It is, further, not the intention of the parties that such conveyance be deemed a pledge of the Mortgage Loans by the Mortgage Loan Seller to the Purchaser to secure a debt or other obligation of the Mortgage Loan Seller. However, in the event that, notwithstanding the intent of the parties, the Mortgage Loans are held by a court to continue to be property of the Mortgage Loan Seller, then (i) this Agreement shall also be deemed to be a security agreement within the meaning of Articles 8 and 9 of the applicable Uniform Commercial Code; (ii) the transfer of the Mortgage Loans provided for herein shall be deemed to be a grant by the Mortgage Loan Seller to the Purchaser of a security interest in all of the Mortgage Loan Seller’s right, title and interest in and to the Mortgage Loans and all amounts payable to the holders of the Mortgage Loans in accordance with the terms thereof and all proceeds of the conversion, voluntary o