FIRST AMENDED AND RESTATED MORTGAGE LOAN SALE AND SERVICING AGREEMENT

Exhibit 99.9b

EXECUTION COPY

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FIRST AMENDED AND RESTATED MORTGAGE LOAN SALE AND SERVICING AGREEMENT


between


THE HEMISPHERE NATIONAL BANK,
as Seller and as Servicer


and


MORGAN STANLEY MORTGAGE CAPITAL INC.,
as Purchaser


Dated as of December 1, 2005

Conventional,
Fixed and Adjustable Rate,
Residential Mortgage Loans


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<TABLE>
<CAPTION>
TABLE OF CONTENTS

Page
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SECTION 1. DEFINITIONS.................................................................................1

SECTION 2. PURCHASE AND CONVEYANCE....................................................................17

SECTION 3. MORTGAGE LOAN SCHEDULE.....................................................................17

SECTION 4. PURCHASE PRICE.............................................................................18

SECTION 5. EXAMINATION OF MORTGAGE FILES..............................................................18

SECTION 6. DELIVERY OF MORTGAGE LOAN DOCUMENTS........................................................19

Subsection 6.01 Possession of Mortgage Files...............................................................19
Subsection 6.02 Books and Records..........................................................................19
Subsection 6.03 Delivery of Mortgage Loan Documents........................................................20
Subsection 6.04 MERS Designated Loans......................................................................21

SECTION 7. REPRESENTATIONS, WARRANTIES AND COVENANTS; REMEDIES FOR BREACH.............................21

Subsection 7.01 Representations and Warranties Regarding Individual Mortgage Loans.........................21
Subsection 7.02 Seller Representations.....................................................................32
Subsection 7.03 Remedies for Breach of Representations and Warranties......................................36
Subsection 7.04 Repurchase of Mortgage Loans with Early Payment Defaults...................................38
Subsection 7.05 Premium Recapture..........................................................................39

SECTION 8. CLOSING....................................................................................39

SECTION 9. CLOSING DOCUMENTS..........................................................................39

SECTION 10. COSTS......................................................................................41

SECTION 11. ADMINISTRATION AND SERVICING OF THE MORTGAGE LOANS.........................................41

Subsection 11.01 Servicer to Act as Servicer................................................................41
Subsection 11.02 Liquidation of Mortgage Loans..............................................................42
Subsection 11.03 Collection of Mortgage Loan Payments.......................................................42


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Subsection 11.04 Establishment of Custodial Account; Deposits in Custodial..................................42
Subsection 11.05 Withdrawals From the Custodial Account.....................................................44
Subsection 11.06 Establishment of Escrow Account; Deposits in Escrow Account................................45
Subsection 11.07 Withdrawals From Escrow Account............................................................45
Subsection 11.08 Payment of Taxes, Insurance and Other Charges; Collections Thereunder......................46
Subsection 11.09 Transfer of Accounts.......................................................................46
Subsection 11.10 Maintenance of Hazard Insurance............................................................46
Subsection 11.11 Fidelity Bond; Errors and Omissions Insurance..............................................47
Subsection 11.12 Title, Management and Disposition of REO Property..........................................47
Subsection 11.13 Servicing Compensation.....................................................................49
Subsection 11.14 Distributions..............................................................................49
Subsection 11.15 Statements to the Purchaser................................................................50
Subsection 11.16 Advances by the Servicer...................................................................51
Subsection 11.17 Assumption Agreements......................................................................51
Subsection 11.18 Satisfaction of Mortgages and Release of Mortgage Files....................................52
Subsection 11.19 Annual Statement as to Compliance..........................................................52
Subsection 11.20 Annual Independent Public Accountants' Servicing Report or Attestation.....................52
Subsection 11.21 Servicer Shall Provide Access and Information as Reasonably Required.......................52
Subsection 11.22 Transfer of Servicing......................................................................53
Subsection 11.23 Notification of Maturity Date..............................................................55
Subsection 11.24 Notification of Adjustments................................................................55
Subsection 11.25 Availability of Information................................................................56

SECTION 12. THE SERVICER...............................................................................56

Subsection 12.01 Indemnification; Third Party Claims........................................................56
Subsection 12.02 Merger or Consolidation of the Servicer....................................................57
Subsection 12.03 Limitation on Liability of the Servicer and Others.........................................58
Subsection 12.04 Seller and Servicer Not to Resign..........................................................58
Subsection 12.05 Inspection and Audit Rights................................................................58

SECTION 13. DEFAULT....................................................................................59

Subsection 13.01 Events of Default..........................................................................59
Subsection 13.02 Waiver of Defaults.........................................................................60

SECTION 14. TERMINATION................................................................................60

Subsection 14.01 Termination................................................................................60
Subsection 14.02 Termination of the Servicer Without Cause..................................................61
Subsection 14.03 Successors to the Servicer.................................................................61

SECTION 15. COOPERATION OF SELLER WITH A RECONSTITUTION................................................62


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SECTION 16. NOTICES....................................................................................64

SECTION 17. SEVERABILITY CLAUSE........................................................................65

SECTION 18. NO PARTNERSHIP.............................................................................66

SECTION 19. COUNTERPARTS...............................................................................66

SECTION 20. GOVERNING LAW JURISDICTION; CONSENT TO SERVICE OF PROCESS..................................66

SECTION 21. MANDATORY DELIVERY; GRANT OF SECURITY INTEREST.............................................66

SECTION 22. INTENTION OF THE PARTIES...................................................................67

SECTION 23. SUCCESSORS AND ASSIGNS.....................................................................67

SECTION 24. WAIVERS....................................................................................67

SECTION 25. EXHIBITS...................................................................................67

SECTION 26. GENERAL INTERPRETIVE PRINCIPLES............................................................67

SECTION 27. REPRODUCTION OF DOCUMENTS..................................................................68

SECTION 28. AMENDMENT..................................................................................68

SECTION 29. CONFIDENTIALITY............................................................................68

SECTION 30. ENTIRE AGREEMENT...........................................................................69

SECTION 31. FURTHER AGREEMENTS.........................................................................69

SECTION 32. NO SOLICITATION............................................................................69

SECTION 33. WAIVER OF JURY TRIAL.......................................................................69

SECTION 34. COMPLIANCE WITH REGULATION AB..............................................................70

Subsection 34.01 Intent of the Parties; Reasonableness......................................................70
Subsection 34.02 Additional Representations and Warranties of the Seller....................................70


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Subsection 34.03 Information to Be Provided by the Seller...................................................71
Subsection 34.04 Servicer Compliance Statement..............................................................75
Subsection 34.05 Report on Assessment of Compliance and Attestation.........................................76
Subsection 34.06 Use of Subservicers and Subcontractors.....................................................77
Subsection 34.07 Indemnification; Remedies..................................................................78
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EXHIBITS

EXHIBIT 1 MORTGAGE LOAN DOCUMENTS
EXHIBIT 2 CONTENTS OF EACH MORTGAGE FILE
EXHIBIT 3 FORM OF INDEMNIFICATION AND CONTRIBUTION AGREEMENT
EXHIBIT 4 FORM OF CUSTODIAL ACCOUNT CERTIFICATION
EXHIBIT 5 FORM OF CUSTODIAL ACCOUNT LETTER AGREEMENT
EXHIBIT 6 FORM OF ESCROW ACCOUNT CERTIFICATION
EXHIBIT 7 FORM OF ESCROW ACCOUNT LETTER AGREEMENT
EXHIBIT 8 SELLER'S UNDERWRITING GUIDELINES
EXHIBIT 9 FORM OF MONTHLY REMITTANCE REPORT
EXHIBIT 10 FORM OF SELLER'S OFFICER'S CERTIFICATE
EXHIBIT 11 FORM OF OPINION OF COUNSEL TO THE SELLER
EXHIBIT 12 FORM OF SECURITY RELEASE CERTIFICATION
EXHIBIT 13 FORM OF SECURITY RELEASE CERTIFICATION
EXHIBIT 14 FORM OF ASSIGNMENT AND CONVEYANCE AGREEMENT
EXHIBIT 15 FORM OF ASSIGNMENT AND RECOGNITION AGREEMENT
EXHIBIT 16 FORM OF ANNUAL CERTIFICATION
EXHIBIT 17 MONTHLY REO PROPERTY REPORT DATA FIELDS
EXHIBIT 18 SERVICING CRITERIA TO BE ADDRESSED IN ASSESSMENT OF
COMPLIANCE


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FIRST AMENDED AND RESTATED MORTGAGE LOAN SALE AND SERVICING AGREEMENT

THIS FIRST AMENDED AND RESTATED MORTGAGE LOAN SALE AND SERVICING
AGREEMENT (the "Agreement"), dated as of December 1, 2005, is hereby executed
by and between MORGAN STANLEY MORTGAGE CAPITAL INC., a New York corporation
(the "Purchaser"), and THE HEMISPHERE NATIONAL BANK, a national banking
association, in its capacity as seller (the "Seller") and in its capacity as
servicer (the "Servicer").

W I T N E S S E T H:

WHEREAS, the Purchaser and the Seller are parties to that certain
Mortgage Loan Sale and Servicing Agreement, dated as of May 1, 2005 (the
"Original Purchase Agreement"), and the Seller desires to sell, from time to
time, to the Purchaser, and the Purchaser desires to purchase, from time to
time, from the Seller, on a servicing-retained basis, certain conventional
fixed and adjustable rate residential first lien mortgage loans (the "Mortgage
Loans") on a servicing retained basis as described herein, and which shall be
delivered in pools of whole loans (each, a "Mortgage Loan Package") on various
dates as provided herein (each, a "Closing Date");

WHEREAS, at the present time, the Purchaser and the Seller desire
to amend the Original Purchase Agreement to make certain modifications.

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

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

Accepted Servicing Procedures: Procedures (including collection
procedures) that the Servicer customarily employs and exercises in servicing
and administering mortgage loans for its own account that are similar to the
Mortgage Loans and which are in accordance with accepted mortgage servicing
practices of prudent mortgage lending institutions which service mortgage loans
of the same type as the Mortgage Loans in the jurisdictions where the related
Mortgaged Properties are located.

Adjustable Rate Mortgage Loan: A Mortgage Loan purchased pursuant
to this Agreement, the Mortgage Interest Rate of which is adjusted from time to
time in accordance with the terms of the related Mortgage Note.

Affiliate: With respect to any specified Person, any other Person
controlling or controlled by or under common control with such specified
Person. For the purposes of this definition, "control" when used with respect
to any specified Person means the power to direct the management and policies
of such Person, directly or indirectly, whether through the

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ownership of voting securities, by contract or otherwise and the terms
"controlling" and "controlled" have meanings correlative to the foregoing.

Agency Transfer: A Fannie Mae Transfer or a Freddie Mac Transfer.

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

ALTA: The American Land Title Association.

Applicable Law: A law applicable to the Seller or the Servicer, as
the case may be, and specifically excluding any state or local laws that are
preempted on the basis that any such Person is a national banking association.

Appraised Value: With respect to any Mortgaged Property, the lesser
of (i) the value thereof as determined by an appraisal made for the originator
of the Mortgage Loan at the time of origination of the Mortgage Loan by a
Qualified Appraiser and (ii) the purchase price paid for the related Mortgaged
Property by the Mortgagor with the proceeds of the Mortgage Loan; provided,
however, that in the case of a Refinanced Mortgage Loan, such value of the
Mortgaged Property is based solely upon the value determined by an appraisal
made for the originator of such Refinanced Mortgage Loan at the time of
origination of such Refinanced Mortgage Loan by a Qualified Appraiser.

Assignment and Conveyance Agreement: As defined in Section 2.

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

Balloon Mortgage Loan: Any Mortgage Loan (a) that requires only
payments of interest until the stated maturity date of the Mortgage Loan or (b)
for which Monthly Payments of principal (not including the payment due on its
stated maturity date) are based on an amortization schedule that would be
insufficient to fully amortize the principal thereof by the stated maturity
date of the Mortgage Loan.

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

Cash-Out Refinance: A Refinanced Mortgage Loan in which the
proceeds received were in excess of the amount of funds required to repay the
principal balance of any existing first mortgage on the related Mortgaged
Property, pay related closing costs and satisfy any outstanding subordinate
mortgages on the related Mortgaged Property and which provided incidental cash
to the related Mortgagor of more than 1% of the original principal balance of
such Mortgage Loan.


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Closing Date: The date or dates on which the Purchaser from time to
time shall purchase, and the Seller from time to time shall sell, the Mortgage
Loans listed on the related Mortgage Loan Schedule with respect to the related
Mortgage Loan Package.

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

CLTA: The California Land Title Association.

Code: The Internal Revenue Code of 1986, as amended, or any
successor statute thereto.

Commission: The United States Securities and Exchange Commission.

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

Co-op: A private, cooperative housing corporation, having only one
class of stock outstanding, which owns or leases land and all or part of a
building or buildings, including apartments, spaces used for commercial
purposes and common areas therein and whose board of directors authorizes the
sale of stock and the issuance of a Co-op Lease.

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.

Covered Loan: A Mortgage Loan categorized as Covered pursuant to
Appendix E of Standard & Poor's Glossary.

Custodial Account: As defined in Subsection 11.04.

Custodial Agreement: The agreement governing the retention of the
originals of each Mortgage Note, Mortgage, Assignment of Mortgage and other
Mortgage Loan Documents. If more than one Custodial Agreement is in effect at
any given time, all of the individual Custodial Agreements shall collectively
be referred to as the "Custodial Agreement."

Custodian: JPMorgan Chase Bank, National Association, a national
banking association, and its successors in interest, or any successor to the
Custodian under the Custodial Agreement as therein provided.

Cut-off Date: The date or dates designated as such on the related
Mortgage Loan Schedule with respect to the related Mortgage Loan Package.


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Cut-off Date Principal Balance: The aggregate Stated Principal
Balance of the Mortgage Loans as of the applicable Cut-off Date which is
determined after the application, to the reduction of principal, of payments of
principal due on or before such Cut-off Date, whether or not collected, and of
partial principal prepayments received before such Cut-off Date.

Deleted Mortgage Loan: A Mortgage Loan that is repurchased or to be
repurchased or replaced or to be replaced with a Qualified Substitute Mortgage
Loan by the Seller in accordance with the terms of this Agreement.

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

Determination Date: With respect to each Remittance Date, the 15th
day (or, if such 15th day is not a Business Day, the following Business Day) of
the month in which such Remittance Date occurs.

Due Date: With respect to each Remittance Date, the first day of
the calendar month in which such Remittance Date occurs, which is the day 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 and any Mortgage
Loan, the period beginning on the second day of the month preceding such
Remittance Date through and including the first day of the month in which such
Remittance Date occurs.

Eligible Account: Either (i) an account maintained with a federal
or state chartered depository institution or trust company the short-term
unsecured debt obligations of which (or, in the case of a depository
institution or trust company that is a subsidiary of a holding company, the
short-term unsecured debt obligations of such holding company) are rated "A-1+"
by Standard & Poor's, "F-1" by Fitch and "P-1" by Moody's (or a comparable
rating if another rating agency is specified by the Purchaser by written notice
to the Seller) at the time any amounts are held on deposit therein, (ii) an
account or accounts the deposits in which are fully insured by FDIC, (iii) a
trust account or accounts maintained with a federal or state chartered
depository institution or trust company acting in its fiduciary capacity or
(iv) any other account acceptable to Standard & Poor's, Fitch and Moody's.

Eligible Investments: Any one or more of the following obligations
or securities acquired at a purchase price of not greater than par, regardless
of whether issued by the Purchaser, the Seller or any of their respective
Affiliates:

(i) direct obligations of, or obligations fully guaranteed as
a timely payment of principal and interest by, the United States or
any agency or instrumentality thereof, provided such obligations
are backed by the full faith and credit of the United States;

(ii) demand and time deposits in, certificates of deposit of,
or bankers' acceptances (which shall each have an original maturity
of not more than 90 days and, in the case of bankers' acceptances,
shall in no event have an original maturity of more than 365 days
or a remaining maturity of more than 30 days)


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denominated in United States dollars and issued by, and Depository
Institution and rated "P-1" by Moody's, "F1+" by Fitch and "A-1+"
by Standard & Poor's;

(iii) repurchase obligations with respect to any security
described in clause (i) above entered into with a Depository
Institution (acting as principal);

(iv) securities bearing interest or sold at a discount that
are issued by any corporation incorporated under the laws of the
United States of America or any State thereof and that are rated by
each rating agency that rates such securities in its highest
long-term unsecured rating categories at the time of such
investment or contractual commitment providing for such investment;

(v) commercial paper (including both non-interest-bearing
discount obligations and interest-bearing obligations payable on
demand or on a specified date not more than 30 days after the date
of acquisition thereof) that is rated by each rating agency that
rates such securities in its highest short-term unsecured debt
rating available at the time of such investment;

(vi) units of money market funds, including money market
funds advised by the Purchaser or an Affiliate thereof, that have
been rated "Aaa" by Moody's, "AAA" by Standard & Poor's and at
least "AAA" by Fitch; and

(vii) if previously confirmed in writing to the Purchaser,
any other demand, money market or time deposit, or any other
obligation, security or investment, as may be acceptable to the
rating agencies as a permitted investment of funds backing "Aaa" or
"AAA rated securities;

provided, however, that no instrument described hereunder shall evidence either
the right to receive (a) only interest with respect to the obligations
underlying such instrument or (b) both principal and interest payments derived
from obligations underlying such instrument and the interest and principal
payments with respect to such instrument provide a yield to maturity at par
greater than 120% of the yield to maturity at par of the underlying
obligations.

Escrow Account: As defined in Subsection 11.06.

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
document.

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

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

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


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Fannie Mae Guides: The Fannie Mae Sellers' Guide and the Fannie Mae
Servicers' Guide, as amended or restated from time to time.

Fannie Mae Transfer: As defined in Section 15.

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

FHA: The Federal Housing Administration, an agency within the
United States Department of Housing and Urban Development, or any successor
thereto and including the Federal Housing Commissioner and the Secretary of
Housing and Urban Development where appropriate under the FHA Regulations.

Fidelity Bond: The fidelity bond required to be obtained by the
Servicer pursuant to Subsection 11.11.

FIRREA: The Financial Institutions Reform, Recovery, and
Enforcement Act of 1989, as amended and in effect from time to time.

Fitch: Fitch Ratings Inc., and any successor thereto.

Fixed Rate Mortgage Loan: A fixed rate mortgage loan purchased
pursuant to this Agreement.

Freddie Mac: The Federal Home Loan Mortgage Corporation, or any
successor thereto.

Freddie Mac Transfer: As defined in Section 15.

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

High Cost Loan: A Mortgage Loan (a) covered by the Home Ownership
and Equity Protection Act of 1994, (b) classified as a "high cost home,"
"threshold," "covered," (excluding New Jersey "Covered Home Loans" as that term
was defined in clause (1) of the definition of that term in the New Jersey Home
Ownership Security Act of 2002 that were originated between November 26, 2003
and July 7, 2004), "high risk home," "predatory" or similar loan under any
other applicable state, federal or local law (or a similarly classified loan
using different terminology under a law imposing heightened regulatory scrutiny
or additional legal liability for residential mortgage loans having high
interest rates, points and/or fees) or (c) a Mortgage Loan categorized as High
Cost pursuant to Appendix E of Standard & Poor's Glossary. For avoidance of
doubt, the parties agree that this definition shall apply to any law regardless
of whether such law is presently, or in the future becomes, the subject of
judicial review or litigation.

Home Loan: A Mortgage Loan categorized as Home Loan pursuant to
Appendix E of Standard & Poor's Glossary.


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HUD: The Department of Housing and Urban Development, or any
federal agency or official thereof which may from time to time succeed to the
functions thereof with regard to Mortgage Insurance issued by the FHA. The term
"HUD," for purposes of this Agreement, is also deemed to include subdivisions
thereof such as the FHA and Government National Mortgage Association.

Index: The index indicated in the related Mortgage Note for each
Adjustable Rate Mortgage Loan.

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

Interest Rate Adjustment Date: With respect to each Adjustable Rate
Mortgage Loan, the date, specified in the related Mortgage Note and the related
Mortgage Loan Schedule, on which the Mortgage Interest Rate is adjusted.

Interim Funder: With respect to each MERS Designated Mortgage Loan,
the Person named on the MERS System as the interim funder pursuant to the MERS
Procedures Manual.

Investor: With respect to each MERS Designated Mortgage Loan, the
Person named on the MERS System as the investor pursuant to the MERS Procedures
Manual.

Lifetime Rate Cap: The provision of each Mortgage Note related to
an Adjustable Rate Mortgage Loan which provides for an absolute maximum
Mortgage Interest Rate thereunder. The Mortgage Interest Rate during the term
of each Adjustable Rate Mortgage Loan shall not at any time exceed the Mortgage
Interest Rate at the time of origination of such Adjustable Rate Mortgage Loan
by more than the amount per annum set forth on the related Mortgage Loan
Schedule.

Liquidation Proceeds: The proceeds 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, other than amounts received
following the acquisition of REO Property, Insurance Proceeds and Condemnation
Proceeds.

Loan-to-Value Ratio: With respect to any Mortgage Loan, as of any
date of determination, the ratio (expressed as a percentage) the numerator of
which is the outstanding principal balance of the Mortgage Loan as of the
related Cut-off Date (unless otherwise indicated), and the denominator of which
is the lesser of (a) the Appraised Value of the Mortgaged Property at
origination and (b) if the Mortgage Loan was made to finance the acquisition of
the related Mortgaged Property, the purchase price of the Mortgaged Property.

LTV: Loan-to-Value Ratio.

Manufactured Home: A single family residential unit that is
constructed in a factory in sections in accordance with the Federal
Manufactured Home Construction and Safety


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Standards adopted on June 15, 1976, by the Department of Housing and Urban
Development ("HUD Code"), as amended in 2000, which preempts state and local
building codes. Each unit is identified by the presence of a HUD
Plate/Compliance Certificate label. The sections are then transported to the
site and joined together and affixed to a pre-built permanent foundation (which
satisfies the manufacturer's requirements and all state, county, and local
building codes and regulations). The manufactured home is built on a
non-removable, permanent frame chassis that supports the complete unit of
walls, floors, and roof. The underneath part of the home may have running gear
(wheels, axles, and brakes) that enable it to be transported to the permanent
site. The wheels and hitch are removed prior to anchoring the unit to the
permanent foundation. The manufactured home must be classified as real estate
and taxed accordingly. The permanent foundation may be on land owned by the
mortgager or may be on leased land.

MERS: Mortgage Electronic Registration Systems, Inc., a Delaware
corporation, and its successors in interest.

MERS Designated Mortgage Loan: Mortgage Loans for which (a) the
Seller has designated or will designate MERS as, and has taken or will take
such action as is necessary to cause MERS to be, the mortgagee of record, as
nominee for the Seller, in accordance with MERS Procedures Manual and (b) the
Seller has designated or will designate the Purchaser as the Investor on the
MERS System.

MERS Procedures Manual: The MERS Procedures Manual, as it may be
amended, supplemented or otherwise modified from time to time.

MERS Report: The report from the MERS System listing MERS
Designated Mortgage Loans and other information.

MERS System: MERS mortgage electronic registry system, as more
particularly described in the MERS Procedures Manual.

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

Moody's: Moody's Investors Service Inc., and any successor thereto.

Mortgage: With respect to a Mortgage Loan that is not a Co-op Loan,
the mortgage, deed of trust or other instrument securing a Mortgage Note, which
creates a first lien on the Mortgaged Property. With respect to a Co-op Loan,
the Security Agreement.

Mortgage File: With respect to any Mortgage Loan, the Mortgage Loan
Documents and the items listed in Exhibit 2 hereto and any additional documents
required to be added to the Mortgage File pursuant to this Agreement.

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


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Mortgage Loan: Each mortgage loan sold, assigned and transferred
pursuant to this Agreement and identified on the applicable Mortgage Loan
Schedule, which Mortgage Loan includes, without limitation, the Mortgage File,
the Monthly Payments, Principal Prepayments, Liquidation Proceeds, Condemnation
Proceeds, Insurance Proceeds, REO Disposition Proceeds, and all other rights,
benefits, proceeds and obligations arising from or in connection with such
Mortgage Loan, excluding replaced or repurchased mortgage loans.

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

Mortgage Loan Package: Each pool of Mortgage Loans, which shall be
purchased by the Purchaser from the Seller from time to time on each Closing
Date.

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

Mortgage Loan Schedule: The schedule of Mortgage Loans setting
forth the following information with respect to each Mortgage Loan in the
related Mortgage Loan Package: (1) the Seller's Mortgage Loan identifying
number; (2) the Mortgagor's name; (3) the social security number of the
Mortgagor; (4) a code indicating whether the Mortgagor's race and/or ethnicity
is (i) native American or Alaskan native, (ii) Asian/Pacific islander, (iii)
African American, (iv) white, (v) Hispanic or Latino, (vi) other minority,
(vii) not provided by the Mortgagor, (viii) not applicable (if the Mortgagor is
an entity) and (ix) unknown or missing; (5) the street address of the Mortgaged
Property including the city, state and zip code; (6) a code indicating whether
the Mortgagor is self-employed; (7) a code indicating whether the Mortgaged
Property is owner-occupied, investment property or a second home; (8) a code
indicating the number and type of residential units constituting the Mortgaged
Property (e.g. single family residence, two-family residence, three-family
residence, four-family residence, multifamily residence, condominium,
manufactured housing, mixed-use property, raw land and other non-residential
properties, planned unit development or cooperative stock in a cooperative
housing corporation); (9) the original months to maturity or the remaining
months to maturity from the related Cut-off Date, in any case based on the
original amortization schedule and, if different, the maturity expressed in the
same manner but based on the actual amortization schedule; (10) the
Loan-to-Value Ratio at origination; (11) the Mortgage Interest Rate as of the
related Cut-off Date; (12) the date on which the first Monthly Payment was due
on the Mortgage Loan and, if such date is not consistent with the Due Date
currently in effect, the Due Date; (13) the stated maturity date; (14) the
amount of the Monthly Payment as of the related Cut-off Date; (15) the last
payment date on which a payment was actually applied to the outstanding
principal balance; (16) the schedule of the payment delinquencies in the prior
12 months; (17) the original principal amount of the Mortgage Loan; (18) the
principal balance of the Mortgage Loan as of the close of business on the
related Cut-off Date, after deduction of payments of principal due and
collected on or before the related Cut-off Date; (19) whether the Mortgage Loan
has Monthly Payments that are interest-only for a period of time; (20) with
respect to each Mortgage Loan with a second lien behind it, the combined
principal balance of the Mortgage Loan and the applicable second lien loan, as
of the close of business on the related Cut-off Date, after deduction of
payments of principal due and collected on or before the related


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<PAGE>

Cut-off Date; (21) a code indicating whether there is a simultaneous second;
(22) with respect to Adjustable Rate Mortgage Loans, the Interest Rate
Adjustment Date; (23) with respect to Adjustable Rate Mortgage Loans, the Gross
Margin; (24) with respect to Adjustable Rate Mortgage Loans, the Lifetime Rate
Cap under the terms of the Mortgage Note; (25) with respect to Adjustable Rate
Mortgage Loans, a code indicating the type of Index, including the methodology
for rounding (e.g. rounded upward, if necessary, to the nearest ten thousandth
(.0001)) and the applicable time frame for determining the Index; (26) the type
of Mortgage Loan (i.e., Fixed Rate, Adjustable Rate); (27) a code indicating
the purpose of the loan (i.e., purchase, Rate/Term Refinance or Cash-Out
Refinance); (28) a code indicating the documentation style (i.e. no documents,
full, alternative, reduced, no income/no asset, stated income, no ration,
reduced or NIV); (29) asset verification (Y/N); (30) the loan credit
classification (as described in the Underwriting Guidelines); (31) whether such
Mortgage Loan provides for a Prepayment Penalty; (32) the Prepayment Penalty
period of such Mortgage Loan, if applicable; (33) a description of the
Prepayment Penalty, if applicable; (34) the Mortgage Interest Rate as of
origination; (35) the credit risk score (FICO score); (36) the date of
origination; (37) with respect to Adjustable Rate Mortgage Loans, the Mortgage
Interest Rate adjustment period; (38) with respect to Adjustable Rate Mortgage
Loans, the Mortgage Interest Rate adjustment percentage; (39) with respect to
Adjustable Rate Mortgage Loans, the Mortgage Interest Rate floor; (40) the
Mortgage Interest Rate calculation method (i.e., 30/360, simple interest,
other); (41) with respect to Adjustable Rate Mortgage Loans, the Periodic Rate
Cap as of the first Interest Rate Adjustment Date; (42) with respect to each
Adjustable Rate Mortgage Loan, a code indicating whether the Mortgage Loan
provides for negative amortization; (43) a code indicating whether the Mortgage
Loan has negative amortization and the maximum of such negative amortization;
(44) a code indicating whether the Mortgage Loan is a Balloon Mortgage Loan;
(45) a code indicating whether the Mortgage Loan by its original terms or any
modifications thereof provides for amortization beyond its scheduled maturity
date; (46) the original Monthly Payment due; (47) the Appraised Value; (48)
appraisal type; (49) appraisal date (50) a code indicating whether the Mortgage
Loan is covered by a PMI Policy and, if so, identifying the PMI Policy
provider; (51) the certificate number of the PMI Policy, if applicable; (52)
the amount of coverage of the PMI Policy, if applicable; (53) in connection
with a condominium unit, a code indicating whether the condominium project
where such unit is located is low-rise or high-rise; (54) a code indicating
whether the Mortgaged Property is a leasehold estate; (55) with respect to the
related Mortgagor, the debt-to-income ratio; (56) sales price; (57) automated
valuation model (AVM); (58) a code indicating whether the Mortgage Loan is a
MERS Designated Mortgage Loan and the MERS Identification Number, if
applicable; (59) a field indicating whether such Mortgage Loan is a Home Loan;
and (60) the DU or LP number, if applicable. With respect to the Mortgage Loans
in the aggregate, the related Mortgage Loan Schedule shall set forth the
following information, as of the related Cut-off Date: (1) the number of
Mortgage Loans; (2) the current aggregate outstanding principal balance of the
Mortgage Loans; (3) the weighted average Mortgage Interest Rate of the Mortgage
Loans; (4) the weighted average maturity of the Mortgage Loans; (5) the average
principal balance of the Mortgage Loans; (6) the applicable Cut-off Date; and
(7) the applicable Closing Date.

Mortgage Note: The original executed note or other evidence of the
Mortgage Loan indebtedness of a Mortgagor, including any riders or addenda
thereto.


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<PAGE>

Mortgaged Property: With respect to a Mortgage Loan that is not a
Co-op Loan, the Mortgagor's real property securing repayment of a related
Mortgage Note, consisting of an unsubordinated estate in fee simple or, with
respect to real property located in jurisdictions in which the use of leasehold
estates for residential properties is a widely-accepted practice, a leasehold
estate, in a single parcel or multiple parcels of real property improved by a
Residential Dwelling. With respect to a Co-op Loan, the stock allocated to a
dwelling unit in the residential cooperative housing corporation that was
pledged to secure such Co-op Loan and the related Co-op Lease.

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

Mortgagor: The obligor on a Mortgage Note, who is an owner of the
Mortgaged Property and the grantor or mortgagor named in the Mortgage and such
grantor's or mortgagor's successors in title to the Mortgaged Property.

NAIC: The National Association of Insurance Commissioners or any
successor thereto.

OCC: Office of the Comptroller of the Currency, or any successor
thereto.

Officer's Certificate: A certificate signed by the Chairman of the
Board, the Vice Chairman of the Board, a President or a Vice President and by
the Treasurer, the Secretary, or one of the Assistant Treasurers or the
Assistant Secretaries of the Person on behalf of whom such certificate is being
delivered.

Opinion of Counsel: A written opinion of counsel, who may be
counsel for the Seller or the Servicer, reasonably acceptable to the Purchaser,
provided that any Opinion of Counsel relating to (a) the qualification of any
account required to be maintained pursuant to this Agreement as an eligible
account, (b) qualification of the Mortgage Loans in a REMIC or (c) compliance
with the REMIC Provisions, must be (unless otherwise stated in such Opinion of
Counsel) an opinion of counsel who (i) is in fact independent of the Seller and
any servicer of the Mortgage Loans, (ii) does not have any material direct or
indirect financial interest in the Seller or Servicer or in an Affiliate of
either and (iii) is not connected with the Seller or Servicer as an officer,
employee, director or person performing similar functions.

OTS: The Office of Thrift Supervision or any successor thereto.

Owner: As defined in Subsection 11.12.

P&I Advance: As defined in Subsection 11.16.

Payment Adjustment Date: As to each Adjustable Rate Mortgage Loan,
the date on which an adjustment to the Monthly Payment on a Mortgage Note
becomes effective.

Periodic Rate Cap: With respect to each Adjustable Rate Mortgage
Loan, the provision of each Mortgage Note which provides for an absolute
maximum amount by which the Mortgage Interest Rate therein may increase or
decrease on an Interest Rate Adjustment Date


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<PAGE>

above or below the Mortgage Interest Rate previously in effect. The Periodic
Rate Cap for each Adjustable Rate Mortgage Loan is the rate set forth as such
on the related Mortgage Loan Schedule.

Periodic Rate Floor: With respect to each Adjustable Rate Mortgage
Loan, the provision of each Mortgage Note which provides for an absolute
maximum amount by which the Mortgage Interest Rate therein may decrease on an
Interest Rate Adjustment Date below the Mortgage Interest Rate previously in
effect.

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.

PMI Policy: A policy of primary mortgage guaranty insurance issued
by an insurer acceptable under the Underwriting Guidelines and qualified to do
business in the jurisdiction where the Mortgaged Property is located.

Preliminary Mortgage Schedule: As defined in Section 3.

Prepayment Penalty: With respect to each Mortgage Loan, the amount
of any premium or penalty required to be paid by the Mortgagor if the Mortgagor
prepays such Mortgage Loan as provided in the related Mortgage Note or
Mortgage.

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 (Northeast
edition).

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 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.

Purchase Price: The price paid on the related Closing Date by the
Purchaser to the Seller in exchange for the Mortgage Loans purchased on such
Closing Date as calculated in Section 4 of this Agreement.

Purchase Price and Terms Agreement: That certain agreement setting
forth the general terms and conditions of the purchase and sale of the Mortgage
Loans to be purchased hereunder, between the Seller and the Purchaser.

Purchase Price Percentage: The percentage of par (expressed as
decimal) set forth in the related Purchase Price and Terms Agreement.

Purchaser: Morgan Stanley Mortgage Capital Inc., a New York
corporation, and its successors in interest and assigns, or any successor to
the Purchaser under this Agreement as herein provided.

Qualified Appraiser: An appraiser, duly appointed by the Seller,
who had no interest, direct or indirect, in the Mortgaged Property or in any
loan made on the security thereof,


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<PAGE>

and whose compensation was not affected by the approval or disapproval of the
Mortgage Loan, and such appraiser and the appraisal made by such appraiser both
satisfied the requirements of Title XI of FIRREA and the regulations
promulgated thereunder, all as in effect on the date the Mortgage Loan was
originated.

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

Qualified Substitute Mortgage Loan: A mortgage loan eligible to be
substituted by the Seller for a Deleted Mortgage Loan which must, on the date
of such substitution, be approved by the Purchaser and (i) have an unpaid
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 unpaid principal balance of the Deleted Mortgage Loan (the amount
of any shortfall will be deposited in the Custodial Account by the Seller in
the month of substitution); (ii) have a Mortgage Interest Rate not less than
and not more than one percent (1%) greater than the Mortgage Interest Rate of
the Deleted Mortgage Loan; (iii) have a remaining term to maturity not greater
than and not more than one (1) year less than that of the Deleted Mortgage
Loan; (iv) be of the same type as the Deleted Mortgage Loan (i.e., fixed rate
or adjustable rate with same Mortgage Interest Rate Cap and Index); (v) comply
as of the date of substitution with each representation and warranty set forth
in Subsection 7.01 of this Agreement; (vi) be current in the payment of
principal and interest; (vii) be secured by a Mortgaged Property of the same
type and occupancy status as secured the Deleted Mortgage Loan; and (viii) have
payment terms that do not vary in any material respect from those of the
Deleted Mortgage Loan.

Rate/Term Refinance: A Refinanced Mortgage Loan, in which the
proceeds received were not in excess of the amount of funds required to repay
the principal balance of any existing first mortgage loan on the related
Mortgaged Property, pay related closing costs and satisfy any outstanding
subordinate mortgages on the related Mortgaged Property and did not provide
incidental cash to the related Mortgagor of more than one percent (1%) of the
original principal balance of such Mortgage Loan.


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<PAGE>

Reconstitution: Any Securitization Transaction or Whole Loan
Transfer.

Reconstitution Agreement: As defined in Section 15.

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

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

Regulation AB: Subpart 229.1100 - Asset Backed Securities
(Regulation AB), 17 C.F.R. ss.ss.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.

Remittance Date: No later than 1:00 p.m. New York time on the 18th
day of any month (or, if such 18th day is not a Business Day, the following
Business Day).

REO Disposition: The final sale by the Servicer of an REO Property.

REO Disposition Proceeds: All amounts received with respect to an
REO Disposition pursuant to Subsection 11.12.

REO Property: A Mortgaged Property acquired by the Servicer through
foreclosure or deed in lieu of foreclosure, as described in Subsection 11.12.

Repurchase Price: With respect to any Mortgage Loan, a price equal
to the unpaid principal balance of the Mortgage Loan to be repurchased, plus
accrued interest thereon at the Mortgage Interest Rate and including the last
Due Date through which interest had last been paid through the date of such
repurchase, plus the amount of any outstanding advances owed to any servicer if
the Seller is not the Servicer, plus all costs and expenses incurred by the
Purchaser or any servicer arising out of or based upon such breach, including
without limitation costs and expenses incurred in the enforcement of the
Seller's repurchase obligation hereunder.

Residential Dwelling: Any one of the following: (i) a detached
one-family dwelling, (ii) a detached two- to four-family dwelling, (iii) a
one-family dwelling unit in a condominium project, or (iv) a one-family
dwelling in a planned unit development, none of which is a co-operative, mobile
or Manufactured Home.

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

Securitization Transaction: Any transaction involving either (1) a
sale or other transfer of some or all of the Mortgage Loans directly or
indirectly to an issuing entity in connection with an issuance of publicly
offered or privately placed, rated or unrated mortgage-backed securities or (2)
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


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<PAGE>

portfolios of residential mortgage loans consisting, in whole or in part, of
some or all of the Mortgage Loans.

Security Agreement: The agreement creating a security interest in
the stock allocated to a dwelling unit in the residential cooperative housing
corporation that was pledged to secure such Co-op Loan and the related Co-op
Lease.

Seller: As defined in the initial paragraph of this Agreement,
together with its successors in interest.

Seller Information: As defined in Section 34.07(a).

Servicer: As defined in the initial paragraph of this Agreement,
together with its successors and assigns as permitted under the terms of this
Agreement, or with respect to Subsection 34.03(c), as defined therein.

Servicing Advances: All customary, reasonable and necessary
out-of-pocket costs and expenses incurred in the performance by the Servicer of
its servicing obligations, including, but not limited to, the cost of (i) the
preservation, restoration and protection of the Mortgaged Property, (ii) any
enforcement or judicial proceedings, including foreclosures, (iii) the
management and liquidation of the Mortgaged Property if the Mortgaged Property
is acquired in satisfaction of the Mortgage, and (iv) payments made by the
Servicer with respect to a Mortgaged Property pursuant to Subsection 11.08.

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 Servicer, which shall, for each
month, be equal to one-twelfth of (i) the product of the Servicing Fee Rate and
(ii) the Stated 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 computed,
and shall be pro rated (based upon the number of days of the related month the
Servicer so acted as Servicer relative to the number of days in that month) for
each part thereof. The obligation of the Purchaser to pay the Servicing Fee is
limited to, and payable solely from, the interest portion (including recoveries
with respect to interest from Liquidation Proceeds and other proceeds, to the
extent permitted by Subsection 11.05) of related Monthly Payments collected by
the Servicer, or as otherwise provided under Subsection 11.05.

Servicing Fee Rate: With respect to each Mortgage Loan, the per
annum rate set forth in the applicable Purchase Price and Terms Agreement.

Servicing File: With respect to each Mortgage Loan, the portion of
the Mortgage File, excluding the Mortgage Loan Documents, retained by the
Servicer pursuant to the terms of this Agreement.

Servicing Officer: Any officer of the Servicer involved in, or
responsible for, the administration and servicing of the Mortgage Loans whose
name appears on a list of servicing


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<PAGE>

officers furnished to the Purchaser by the Servicer, as such list may be
amended from time to time.

Servicing Rights: Any and all of the following: (a) any and all
rights to service the Mortgage Loans; (b) any payments to or monies received by
the Seller for servicing the Mortgage Loans; (c) any late fees, penalties or
similar payments with respect to the Mortgage Loans; (d) all agreements or
documents creating, defining or evidencing any such servicing rights to the
extent they relate to such servicing rights and all rights of the Seller
thereunder; (e) Escrow Payments or other similar payments with respect to the
Mortgage Loans and any amounts actually collected by the Seller with respect
thereto; (f) all accounts and other rights to payment related to any of the
property described in this paragraph; and (g) any and all documents, files,
records, servicing files, servicing documents, servicing records, data tapes,
computer records, or other information pertaining to the Mortgage Loans or
pertaining to the past, present or prospective servicing of the Mortgage Loans.

Standard & Poor's: Standard & Poor's Ratings Services, a division
of The McGraw-Hill Companies Inc., and any successor thereto.

Standard & Poor's Glossary: The Standard & Poor's LEVELS(R)
Glossary, as may be in effect from time to time.

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

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

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 Servicer or a Subservicer.

Subservicer: Any Person that services Mortgage Loans on behalf of
the Servicer 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 Seller under
this Agreement or any Reconstitution Agreement that are identified in Item
1122(d) of Regulation AB.

Successor Servicer: Any servicer of one or more Mortgage Loans
designated by the Purchaser as being entitled to the benefits of the
indemnifications set forth in Subsections 7.03 and 12.01.


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<PAGE>

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

Transfer Date: In the event the Servicer is terminated as servicer
of a Mortgage Loan pursuant to Subsections 11.01, 12.04, 13.01, 14.01(c) or
14.02, the date on which the Purchaser, or its designee, shall receive the
transfer of servicing responsibilities and begin to perform the servicing of
such Mortgage Loans, and the Seller, as Servicer, shall cease all servicing
responsibilities.

Underwriting Guidelines: The underwriting guidelines of the Seller,
a copy of which is attached hereto as Exhibit 8 and a then-current copy of
which shall be attached as an exhibit to the related Assignment and Conveyance.

Whole Loan Transfer: Any sale or transfer of some or all of the
Mortgage Loans, other than a Securitization Transaction.

Section 2. Purchase and Conveyance. The Seller agrees to sell from
time to time, and the Purchaser agrees to purchase from time to time, Mortgage
Loans having an aggregate principal balance on the related Cut-off Date in an
amount as set forth in the related Purchase Price and Terms Agreement, 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 accepted by the
Purchaser on each Closing Date, together with the related Mortgage Files and
all rights and obligations arising under the documents contained therein. The
Seller, simultaneously with the delivery of the Mortgage Loan Schedule with
respect to the related Mortgage Loan Package to be purchased on each Closing
Date, shall execute and deliver an Assignment and Conveyance Agreement in the
form attached hereto as Exhibit 14 (the "Assignment and Conveyance Agreement").

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

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

Section 3. Mortgage Loan Schedule. The Seller from time to time
shall provide the Purchaser with certain information constituting a preliminary
listing of the Mortgage


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<PAGE>

Loans to be purchased on each Closing Date in accordance with the related
Purchase Price and Terms Agreement and this Agreement (each, a "Preliminary
Mortgage Schedule").

The Seller shall deliver the related Mortgage Loan Schedule for the
Mortgage Loans to be purchased on a particular Closing Date to the Purchaser at
least five (5) Business Days prior to the related Closing Date. The related
Mortgage Loan Schedule shall be the related Preliminary Mortgage Schedule with
those Mortgage Loans which have not been funded prior to the related Closing
Date deleted.

Section 4. Purchase Price. The Purchase Price for each Mortgage
Loan shall be the percentage of par as stated in the related Purchase Price and
Terms Agreement (subject to adjustment as provided therein), multiplied by the
aggregate principal balance, as of the related Cut-off Date, of the Mortgage
Loans listed on the related Mortgage Loan Schedule, after application of
scheduled payments of principal due on or before the related Cut-off Date, but
only to the extent such payments were actually received. The initial principal
amount of the related Mortgage Loans shall be the aggregate principal balance
of the Mortgage Loans, so computed as of the related Cut-off Date. If so
provided in the related Purchase Price and Terms Agreement, portions of the
Mortgage Loans shall be priced separately.

In addition to the Purchase Price as described above, the Purchaser
shall pay to the Seller, at closing, accrued interest on the current principal
amount of the related Mortgage Loans as of the related Cut-off Date at the
weighted average Mortgage Interest Rate of those Mortgage Loans. The Purchase
Price plus accrued interest as set forth in the preceding paragraph shall be
paid to the Seller by wire transfer of immediately available funds to an
account designated by the Seller in writing.

Section 5. Examination of Mortgage Files. At least ten (10)
Business Days prior to the related Closing Date, the Seller shall either (a)
deliver to the Purchaser or its designee in escrow, for examination with
respect to each Mortgage Loan to be purchased, the related Mortgage File,
including a copy of the Assignment of Mortgage, pertaining to each Mortgage
Loan, or (b) make the related Mortgage File available to the Purchaser for
examination at such other location as shall otherwise be acceptable to the
Purchaser. Such examination of the Mortgage Files may be made by the Purchaser
or its designee at any reasonable time before or after the related Closing
Date. If the Purchaser makes such examination prior to the related Closing Date
and determines, in its sole discretion, that any Mortgage Loans do not conform
to any of the requirements set forth in the related Purchase Price and Terms
Agreement, or as an Exhibit annexed thereto, the Purchaser may delete such
Mortgage Loans from the related Mortgage Loan Schedule, and such Deleted
Mortgage Loan (or Loans) may be replaced by a Qualified Substitute Mortgage
Loan (or Loans) acceptable to the Purchaser. The Purchaser may, at its option
and without notice to the Seller, purchase some or all of the Mortgage Loans
without conducting any partial or complete examination. The fact that the
Purchaser or its designee has conducted or has failed to conduct any partial or
complete examination of the Mortgage Files shall not impair in any way the
Purchaser's (or any of its successor's) rights to demand repurchase,
substitution or other relief as provided in this Agreement. In the event that
the Seller fails to deliver the Mortgage File with respect to any Mortgage
Loan, the Seller shall, upon the


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<PAGE>

request of the Purchaser, repurchase such Mortgage Loan as the price and in the
manner specified in Subsection 7.03.

Section 6. Delivery of Mortgage Loan Documents.

Subsection 6.01 Possession of Mortgage Files. The contents of each
Mortgage File required to be retained by or delivered to the Servicer to
service the Mortgage Loans pursuant to this Agreement and thus not delivered to
the Purchaser, or its designee, are and shall be held in trust by the Servicer
for the benefit of the Purchaser as the owner thereof. The Servicer's
possession of any portion of each such Mortgage File is at the will of the
Purchaser for the sole purpose of facilitating servicing of the Mortgage Loans
pursuant to this Agreement, and such retention and possession by the Servicer
shall be in a custodial capacity only. The ownership of each Mortgage Note,
each Mortgage and the contents of each Mortgage File is vested 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 Servicer
shall immediately vest in the Purchaser and shall be retained and maintained,
in trust, by the Servicer at the will of the Purchaser in such custodial
capacity only. The Mortgage File retained by the Servicer with respect to each
Mortgage Loan pursuant to this Agreement shall be appropriately identified in
the Servicer's computer system and/or books and records to reflect clearly the
sale of such related Mortgage Loan to the Purchaser. The Servicer shall release
from its custody the contents of any Mortgage File retained by it only in
accordance with this Agreement, except when such release is required in
connection with a repurchase of any such Mortgage Loan pursuant to Subsection
7.03 or if required under Applicable Law or court order.

Subsection 6.02 Books and Records. Record title to each Mortgage
and the related Mortgage Note as of the related Closing Date shall be in the
name of the Seller; provided, however, that if a Mortgage has been recorded in
the name of MERS or its designee, the Seller is shown as the owner of the
related Mortgage Loan on the records of MERS for purposes of the system of
recording transfers of beneficial ownership of mortgages maintained by MERS.
Notwithstanding the foregoing, ownership of each Mortgage and the related
Mortgage Note shall be vested solely in the Purchaser or the appropriate
designee of the Purchaser, as the case may be. All rights arising out of the
Mortgage Loans including, but not limited to, all funds received by the
Servicer after the related Cut-off Date on or in connection with a Mortgage
Loan as provided in Section 2 shall be vested in the Purchaser or one or more
designees of the Purchaser; provided, however, that all such funds received on
or in connection with a Mortgage Loan as provided in Section 2 shall be
received and held by the Servicer in trust for the benefit of the Purchaser or
the appropriate designee of the Purchaser, as the case may be, as the owner of
the Mortgage Loans pursuant to the terms of this Agreement.

It is the express intention of the parties that the transactions
contemplated by this Agreement be, and be construed as, a sale of the related
Mortgage Loans by the Seller and not a pledge of such Mortgage Loans by the
Seller to the Purchaser to secure a debt or other obligation of the Seller.
Consequently, the sale of each Mortgage Loan shall be reflected as a purchase
on the Purchaser's business records, tax returns and financial statements, and
as a sale of assets on the Seller's business records, tax returns and financial
statements.


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Subsection 6.03 Delivery of Mortgage Loan Documents. The Seller
shall, at least two (2) Business Days prior to the related Closing Date (or
such later date as the Purchaser may reasonably request), deliver and release
to the Purchaser, or its designee, the Mortgage Loan Documents with respect to
each Mortgage Loan pursuant to a bailee letter agreement. In connection with
the foregoing, the Seller shall indemnify the Purchaser and its present and
former directors, officers, employees and agents and any Successor Servicer and
its present and former directors, officers, employees and agents, and hold such
parties harmless against any losses, damages, penalties, fines, forfeitures,
legal fees and expenses and related costs, judgments, and other costs and
expenses based on or grounded upon, or resulting from, the fact that any
Mortgage Loan is not covered by an ALTA or CLTA lender's title insurance
policy. For purposes of the previous sentence, "Purchaser" shall mean the
Person then acting as the Purchaser under this Agreement and any and all
Persons who previously were "Purchasers" under this Agreement and "Successor
Servicer" shall mean any Person designated as the Successor Servicer pursuant
to this Agreement and any and all Persons who previously were "Successor
Servicers" pursuant to this Agreement.

To the extent received by it, the Servicer shall forward to the
Purchaser, or its designee, original documents evidencing an assumption,
modification, consolidation or extension of any Mortgage Loan entered into in
accordance with this Agreement within two (2) weeks after their execution;
provided, however, that the Servicer shall provide the Purchaser, or its
designee, with a copy, certified by the Servicer as a true copy, of any such
document submitted for recordation within two (2) weeks after its execution,
and shall promptly 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 two (2)
weeks following receipt of the original document by the Servicer; provided,
however, that such original recorded document or certified copy thereof shall
be delivered to the Purchaser no later than 180 days following the related
Closing Date, unless there has been a delay at the applicable recording office.

If the original or copy of any document submitted for recordation
to the appropriate public recording office is not delivered to the Purchaser or
its designee within 180 days following the related Closing Date, the related
Mortgage Loan shall, upon the request of the Purchaser, be repurchased by the
Seller at the price and in the manner specified in Subsection 7.03. The
foregoing repurchase obligation shall not apply if the Seller cannot cause the
Servicer to deliver such original or copy of any document submitted for
recordation to the appropriate public recording office within the specified
period due to a delay caused by the recording office in the applicable
jurisdiction; provided that (i) the Servicer shall instead deliver a recording
receipt of such recording office or, if such recording receipt is not
available, an officer's certificate of a servicing officer of the Servicer,
confirming that such document has been accepted for recording, and (ii) such
document is delivered within twelve (12) months of the related Closing Date.

The Seller shall pay all initial recording fees, if any, for the
Assignments of Mortgage and any other fees or costs in transferring all
original documents to the Custodian or, upon written request of the Purchaser,
to the Purchaser or the Purchaser's designee. The Purchaser or the Purchaser's
designee shall be responsible for recording the Assignments of


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Mortgage and shall be reimbursed by the Seller for the costs associated
therewith pursuant to the preceding sentence.

Subsection 6.04 MERS Designated Loans With respect to each MERS
Designated Mortgage Loan, the Seller shall, on or prior to the related Closing
Date, designate the Purchaser as the Investor and the Custodian as custodian,
and no Person shall be listed as Interim Funder on the MERS System. In
addition, on or prior to the related Closing Date, Seller shall provide the
Custodian and the Purchaser with a MERS Report listing the Purchaser as the
Investor, the Custodian as custodian and no Person listed as Interim Funder
with respect to each MERS Designated Mortgage Loan.

Section 7. Representations, Warranties and Covenants; Remedies for
Breach.

Subsection 7.01 Representations and Warranties Regarding Individual
Mortgage Loans. The Seller hereby represents and warrants to the Purchaser
that, as to each Mortgage Loan, as of the related Closing Date for such
Mortgage Loan:

(a) Mortgage Loans as Described. The information set forth in the
related Mortgage Loan Schedule is complete, true and correct;

(b) Payments Current. All payments required to be made up to the
related Closing Date for the Mortgage Loan under the terms of the Mortgage Note
have been made and credited. No payment required under the Mortgage Loan is 30
days or more delinquent nor has any payment under the Mortgage Loan been 30
days or more delinquent at any time since the origination of the Mortgage Loan;

(c) No Outstanding Charges. There are no defaults in complying with
the terms of the Mortgage, and all taxes, governmental assessments, insurance
premiums, water, sewer and municipal charges, leasehold payments or ground
rents 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 or knowingly
received any advance of funds by a party other than the Mortgagor, directly or
indirectly, for 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 earlier, to the day
which precedes by one month the related 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,
from the date of origination 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 or to such other Person as the Purchaser shall
designate in writing, and the terms of which are reflected in the related
Mortgage Loan Schedule. The substance of any such waiver, alteration or
modification has been approved by the issuer of any related PMI Policy and the
title insurer, if any, to the extent required by the policy, and its terms are
reflected on the related Mortgage Loan Schedule, if applicable. No Mortgagor
has been released, in whole or in part, except in connection with an


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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 is part of the Mortgage Loan File delivered to the Custodian or to
such other Person as the Purchaser shall designate in writing and the terms of
which are reflected in the related Mortgage Loan Schedule;

(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) Hazard Insurance. Pursuant to the terms of the Mortgage, all
buildings or other improvements upon the Mortgaged Property are insured by a
generally acceptable insurer against loss by fire, hazards of extended coverage
and such other hazards as are provided for in the Underwriting Guidelines. If
required by the National Flood Insurance Act of 1968, as amended, each Mortgage
Loan is covered by a flood insurance policy meeting the requirements of the
current guidelines of the Federal Insurance Administration as in effect which
policy conforms with the Underwriting Guidelines. All individual insurance
policies contain a standard mortgagee clause naming the Seller and its
successors and assigns as mortgagee, and all premiums thereon have been paid.
The Mortgage obligates the Mortgagor thereunder to maintain the 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. Where required by state law or regulation, the
Mortgagor has been given an opportunity to choose the carrier of the required
hazard insurance, provided the policy is not a "master" or "blanket" hazard
insurance policy covering a condominium, or any hazard insurance policy
covering the common facilities of a planned unit development. 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 Seller has not engaged in, and has no knowledge of the
Mortgagor's having engaged in, any act or omission which would impair the
coverage of any such policy, the benefits of the endorsement provided for
herein, or the validity and binding effect of either including, without
limitation, no unlawful fee, commission, kickback or other unlawful
compensation or value of any kind has been or will be received, retained or
realized by any attorney, firm or other person or entity, and no such unlawful
items have been received, retained or realized by the Seller;

(g) Compliance with Applicable Laws. Any and all requirements of
Applicable Law, including, without limitation, usury, truth-in-lending, real
estate settlement procedures, consumer credit protection, predatory and abusive
lending, equal credit opportunity and disclosure laws applicable to the
Mortgage Loan, including, without limitation, any provisions relating to a
Prepayment Penalty, have been complied with, the consummation of the
transactions contemplated hereby will not involve the violation of any such
laws or regulations, and the Seller 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;


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<PAGE>

(h) 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. The Seller has not
waived the performance by the Mortgagor of any action, if the Mortgagor's
failure to perform such action would cause the Mortgage Loan to be in default,
nor has the Seller waived any default resulting from any action or inaction by
the Mortgagor;

(i) Type of Mortgaged Property. With respect to a Mortgage Loan
that is not a Co-op Loan and is not secured by an interest in a leasehold
estate, the Mortgaged Property is a fee simple estate that consists of a single
parcel of real property with a detached single family residence erected
thereon, or a two- to four-family dwelling, or an individual residential
condominium unit in a condominium project, or an individual unit in a planned
unit development (or, with respect to each Co-op Loan an individual unit in a
residential cooperative housing corporation); provided, however, that any
condominium unit, planned unit development or residential cooperative housing
corporation shall conform with the Underwriting Guidelines. No portion of the
Mortgaged Property (or underlying Mortgaged Property, in the case of a Co-op
Loan) is used for commercial purposes, and since the date of origination, no
portion of the Mortgaged Property has been used for commercial purposes;
provided, that Mortgaged Properties which contain a home office shall not be
considered as being used for commercial purposes as long as the Mortgaged
Property has not been altered for commercial purposes and is not storing any
chemicals or raw materials other than those commonly used for homeowner repair,
maintenance and/or household purposes. None of the Mortgaged Properties are
Manufactured Homes, log homes, mobile homes, geodesic domes or other unique
property types;

(j) Valid First Lien. The Mortgage is a valid, subsisting,
enforceable and perfected, first lien on the Mortgaged Property, including all
buildings and improvements 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:

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

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

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


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<PAGE>

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

With respect to any Co-op Loan, the related Mortgage is a valid,
subsisting and enforceable first priority security interest on the related
cooperative shares securing the Mortgage Note, subject only to (a) liens of the
related residential cooperative housing corporation for unpaid assessments
representing the Mortgagor's pro rata share of the related residential
cooperative housing corporation'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 (b) other matters
to which like collateral is commonly subject which do not materially interfere
with the benefits of the security interest intended to be provided by the
related Security Agreement;

(k) Validity of Mortgage Documents. The Mortgage Note and the
Mortgage and any other agreement executed and delivered by a Mortgagor in
connection with a Mortgage Loan are genuine, and each is the legal, valid and
binding obligation of the maker thereof enforceable in accordance with its
terms (including, without limitation, any provisions therein relating to
Prepayment Penalties). All parties to the Mortgage Note, the Mortgage and any
other such related agreement had legal capacity to enter into the Mortgage Loan
and to execute and deliver the Mortgage Note, the Mortgage and any such
agreement, and the Mortgage Note, the Mortgage and any other such related
agreement have been duly and properly executed by other such related parties.
No fraud, error, omission, misrepresentation, negligence or similar occurrence
with respect to a Mortgage Loan has taken place on the part of the Seller in
connection with the origination of the Mortgage Loan or in the application of
any insurance in relation to such Mortgage Loan. The documents, instruments and
agreements submitted for loan underwriting were not falsified and contain no
untrue statement of material fact or omit to state a material fact required to
be stated therein or necessary to make the information and statements therein
not misleading. No fraud, error, omission, misrepresentation, negligence or
similar occurrence with respect to a Mortgage Loan has taken place on the part
of any Person, including without limitation, the Mortgagor, any appraiser or
any other party involved in the origination of the Mortgage Loan, or to the
best of Seller's knowledge, on the part of any builder or developer or any
other Person involved in the application for any insurance in relation to such
Mortgage Loan. In making the representations set forth in this clause (k), the
Seller has reviewed all of the documents constituting the Servicing File and
has made such inquiries as it deems necessary to make and confirm the accuracy
of the representations set forth herein;

(l) Full Disbursement of Proceeds. The Mortgage Loan has been
closed and the proceeds of the Mortgage Loan have been fully disbursed and
there is no requirement for future advances thereunder, and any and all
requirements as to completion of any on-site or off-site improvement and as to
disbursements of any escrow funds therefor have been complied with. 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;


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<PAGE>

(m) Ownership. The Seller is the sole owner of record and holder of
the Mortgage Loan and the indebtedness evidenced by each Mortgage Note and upon
the sale of the Mortgage Loans to the Purchaser, the Seller will retain the
Mortgage Files or any part thereof with respect thereto not delivered to the
Custodian, the Purchaser or the Purchaser's designee, in trust only for the
purpose of servicing and supervising the servicing of each Mortgage Loan. The
Mortgage Loan is not assigned or pledged, and the Seller has good, indefeasible
and marketable title thereto, and has full right to transfer and sell the
Mortgage Loan to the Purchaser free and clear of any encumbrance, equity,
participation interest, lien, pledge, charge, claim or security interest, and
has full right and authority subject to no interest or participation of, or
agreement with, any other party, to sell and assign each Mortgage Loan pursuant
to this Agreement and following the sale of each Mortgage Loan, the Purchaser
will own such Mortgage Loan free and clear of any encumbrance, equity,
participation interest, lien, pledge, charge, claim or security interest. The
Seller intends to relinquish all rights to possess, control and monitor the
Mortgage Loan, except as may be required of the Seller in its capacity as
Servicer of such Mortgage Loan. After the related Closing Date, the Seller will
have no right to modify or alter the terms of the sale of the Mortgage Loan and
the Seller will have no obligation or right to repurchase the Mortgage Loan or
substitute another Mortgage Loan, except as provided in this Agreement;

(n) Doing Business. 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) either (i)
organized under the laws of such state, or (ii) qualified to do business in
such state, or (iii) a federal savings and loan association, a savings bank or
a national bank having a principal office in such state, or (3) not doing
business in such state;

(o) LTV, PMI Policy. No Mortgage Loan has an LTV greater than 100%.
Any Mortgage Loan that had at the time of origination an LTV in excess of 80%
is insured as to payment defaults by a PMI Policy. Any PMI Policy in effect
covers the related Mortgage Loan for the life of such Mortgage Loan. All
provisions of such PMI Policy have been and are being complied with, such
policy is in full force and effect, and all premiums due thereunder have been
paid. No action, inaction, or event has occurred and no state of facts exists
that has, or will result in the exclusion from, denial of, or defense to
coverage. Any Mortgage Loan subject to a PMI Policy obligates the Mortgagor
thereunder to maintain the PMI 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;

(p) Title Insurance. With respect to a Mortgage Loan which is not a
Co-op Loan, the Mortgage Loan is covered by an ALTA lender's title insurance
policy or other generally acceptable form of policy or insurance acceptable
under the Underwriting Guidelines and each such title insurance policy is
issued by a title insurer acceptable under the Underwriting Guidelines and
qualified to do business in the jurisdiction where the Mortgaged Property is
located, insuring the Seller, its successors and assigns, as to the first
priority lien of the Mortgage in the original principal amount of the Mortgage
Loan (or to the extent a Mortgage Note provides for negative amortization, the
maximum amount of negative amortization in accordance with the Mortgage),
subject only to the exceptions contained in clauses (i) and (ii) of clause (j)
of this Subsection 7.02, and in the case of Adjustable Rate Mortgage Loans,
against any loss by reason


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<PAGE>

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. Where required by state law or regulation, the Mortgagor has
been given the opportunity to choose the carrier of the required mortgage title
insurance. Additionally, such lender's title insurance policy affirmatively
insures ingress and egress, and against encroachments by or upon the Mortgaged
Property or any interest therein. The Seller, its successor and assigns, are
the sole insureds of such lender's title insurance policy, and such lender's
title insurance policy is valid and remains 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 related Mortgage, including the Seller, has
done, by act or omission, anything which would impair the coverage of such
lender's title insurance policy, including without limitation, no unlawful fee,
commission, kickback or other unlawful compensation or value of any kind has
been or will be received, retained or realized by any attorney, firm or other
person or entity, and no such unlawful items have been received, retained or
realized by the Seller;

(q) No Defaults. Other than payments due but not yet 30 days or
more delinquent, there is no default, breach, violation or event which would
permit 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
which would permit acceleration, and neither the Seller nor any of its
affiliates nor any of their respective predecessors, have waived any default,
breach, violation or event which would permit acceleration;

(r) 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 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;

(s) Location of Improvements; No Encroachments. 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;

(t) Origination; Payment Terms. The Mortgage Loan was originated by
a mortgagee approved by the Secretary of Housing and Urban Development pursuant
to Sections 203 and 211 of the National Housing Act, a savings and loan
association, a savings bank, a commercial bank, credit union, insurance company
or other similar institution which is supervised and examined by a federal or
state authority. Principal payments on the Mortgage Loan commenced no more than
seventy days after funds were disbursed in connection with the Mortgage Loan.
The Mortgage Interest Rate as well as, in the case of an Adjustable Rate
Mortgage Loan, the Lifetime Rate Cap and the Periodic Rate Cap and the Periodic
Rate Floor are as set forth on the related Mortgage Loan Schedule. The Mortgage
Interest Rate is adjusted, with respect to Adjustable Rate Mortgage Loans, on
each Interest Rate Adjustment Date to equal the Index plus the Gross Margin
(rounded up or down to the nearest 0.125%), subject to the Periodic


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<PAGE>

Rate Cap. The Mortgage Note is payable in equal monthly installments of
principal and interest, which installments of interest, with respect to
Adjustable Rate Mortgage Loans, are subject to change due to the adjustments to
the Mortgage Interest Rate on each Interest Rate Adjustment Date, with interest
calculated and payable in arrears, sufficient to amortize the Mortgage Loan
fully by the stated maturity date, over an original term of not more than
thirty (30) years from commencement of amortization. Unless otherwise specified
on the related Mortgage Loan Schedule, the Mortgage Loan is payable on the
first day of each month. The Mortgage Loan does not require a balloon payment
on its stated maturity date; and by its original terms or any modification
thereof, does not provide for amortization beyond its scheduled maturity date;

(u) 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. Upon default by a Mortgagor on a Mortgage Loan and
foreclosure on, or trustee's sale of, the Mortgaged Property pursuant to the
proper procedures, the holder of the Mortgage Loan will be able to deliver good
and merchantable title to the Mortgaged Property. 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, subject to applicable federal and state laws and judicial
precedent with respect to bankruptcy and right of redemption or similar law;

(v) Conformance with Agency and Underwriting Guidelines. The
Mortgage Loan was underwritten in accordance with the Underwriting Guidelines
(a copy of which is attached to the related Assignment and Conveyance as
Exhibit C). The Mortgage Note and Mortgage are on forms acceptable to Freddie
Mac or Fannie Mae and no representations have been made to a Mortgagor that are
inconsistent with the mortgage instruments used;

(w) Occupancy of the Mortgaged Property. The Mortgaged Property is
lawfully occupied under applicable law. 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. Unless otherwise specified on the related Mortgage Loan Schedule,
the Mortgagor represented at the time of origination of the Mortgage Loan that
the Mortgagor would occupy the Mortgaged Property as the Mortgagor's primary
residence;

(x) No Additional Collateral. The Mortgage Note is not and has not
been secured by any collateral except the lien of the corresponding Mortgage
and the security interest of any applicable security agreement or chattel
mortgage referred to in clause (j) above;

(y) Deeds of Trust. In the event the Mortgage constitutes a deed of
trust, a trustee, authorized and 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
Purchaser to the trustee under the deed of trust, except in connection with a
trustee's sale after default by the Mortgagor;


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<PAGE>

(z) Acceptable Investment. The Seller has no knowledge of any
circumstances or conditions with respect to the related Mortgage, the Mortgaged
Property, the Mortgagor, the Mortgage File or the related Mortgagor's credit
standing that can reasonably be expected to cause private institutional
investors that invest in prime mortgage loans similar to the Mortgage Loan to
regard the Mortgage Loan as an unacceptable investment. No Mortgaged Property
is located in a state, city, county or other local jurisdiction which the
Purchaser has determined in its sole good faith discretion would cause the
related Mortgage Loan to be ineligible for whole loan sale or securitization in
a transaction consistent with the prevailing sale and securitization industry
(including, without limitation, the practice of the rating agencies) with
respect to substantially similar mortgage loans;

(aa) Delivery of Mortgage Documents. The Mortgage Note, the
Mortgage, the Assignment of Mortgage and any other documents required to be
delivered under this Agreement for each Mortgage Loan have been delivered to
the Custodian. The Seller is in possession of a complete, true and accurate
Mortgage File in compliance with Exhibit 2 attached hereto, except for such
documents the originals of which have been delivered to the Custodian;

(bb) Transfer of Mortgage Loans. The Assignment of Mortgage (except
with respect to any Mortgage that has been recorded in the name of MERS or its
designee) with respect to each Mortgage Loan is in recordable form and is
acceptable for recording under the laws of the jurisdiction in which the
Mortgaged Property is located;

(cc) Due-On-Sale. With respect to each Fixed Rate Mortgage Loan,
the Mortgage contains an enforceable provision for the acceleration of the
payment of the unpaid principal balance of the Mortgage Loan in the event that
the Mortgaged Property is sold or transferred without the prior written consent
of the Mortgagee thereunder, and to the best of the Seller's knowledge, such
provision is enforceable;

(dd) Assumability. With respect to each Adjustable Rate Mortgage
Loan, the Mortgage Loan Documents provide that after the related first Interest
Rate Adjustment Date, a related Mortgage Loan may only be assumed if the party
assuming such Mortgage Loan meets certain credit requirements stated in the
Mortgage Loan Documents;

(ee) No Buydown Provisions; No Graduated Payments or Contingent
Interests. The Mortgage Loan does not contain provisions pursuant to which
Monthly Payments are paid or partially paid with funds deposited in any
separate account established by the Seller, the Mortgagor, or anyone on behalf
of the Mortgagor, or paid by any source other than the Mortgagor nor does it
contain any other similar provisions which may constitute a "buydown"
provision. 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;

(ff) Consolidation of Future Advances. Any future advances made to
the Mortgagor prior to the applicable 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. 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


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title evidence acceptable to Fannie Mae and Freddie Mac. The consolidated
principal amount does not exceed the original principal amount of the Mortgage
Loan;

(gg) Mortgaged Property Undamaged; No Condemnation Proceedings.
There is no proceeding pending or, to the Seller's knowledge, threatened for
the total or partial condemnation of the Mortgaged Property. The Mortgaged
Property is undamaged by waste, fire, earthquake or earth movement, windstorm,
flood, tornado or other casualty so as to materially and adversely affect the
value of the Mortgaged Property as security for the Mortgage Loan or the use
for which the premises were intended and each Mortgaged Property is in good
repair. There have not been any condemnation proceedings with respect to the
Mortgaged Property and the Seller has no knowledge of any such proceedings in
the future;

(hh) Collection Practices; Escrow Deposits; Interest Rate
Adjustments. The origination, servicing and collection practices used by the
Seller with respect to the Mortgage Loan have been in all respects in
compliance with Accepted Servicing Practices and Applicable Laws, and have been
in all respects legal and proper. With respect to escrow deposits and Escrow
Payments, all such payments are in the possession of, or under the control of,
the Seller 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 and
the provisions of the related Mortgage Note and Mortgage. An escrow of funds is
not prohibited by applicable law and has been established in an amount
sufficient to pay for every item that remains unpaid and has been assessed but
is not yet due and payable. No escrow deposits or Escrow Payments or other
charges or payments due the Seller have been capitalized under the Mortgage or
the Mortgage Note. All Mortgage Interest Rate adjustments have been made in
strict compliance with state and federal law and the terms of the related
Mortgage and Mortgage Note on the related Interest Rate Adjustment Date. If,
pursuant to the terms of the Mortgage Note, another index was selected for
determining the Mortgage Interest Rate, the same index was used with respect to
each Mortgage Note which required a new index to be selected, and such
selection did not conflict with the terms of the related Mortgage Note. The
Seller executed and delivered any and all notices required under Applicable Law
and the terms of the related Mortgage Note and Mortgage regarding the Mortgage
Interest Rate and the Monthly Payment adjustments. Any interest required to be
paid pursuant to state, federal and local law has been properly paid and
credited;

(ii) Conversion to Fixed Interest Rate. The Mortgage Loan does not
contain a provision whereby the Mortgagor is permitted to convert the Mortgage
Interest Rate from an adjustable rate to a fixed rate;

(jj) Other Insurance Policies; No Defense to Coverage. No action,
inaction or event has occurred and no state of facts exists or has existed on
or prior to the Closing Date that has resulted or will result in the exclusion
from, denial of, or defense to coverage under any applicable hazard insurance
policy, PMI Policy or bankruptcy bond (including, without limitation, any
exclusions, denials or defenses which would limit or reduce the availability of
the timely payment of the full amount of the loss otherwise due thereunder to
the insured), irrespective of the cause of such failure of coverage. The Seller
has caused or will cause to be performed any and all acts required to preserve
the rights and remedies of the Purchaser in any insurance policies applicable
to the Mortgage Loans including, without limitation, any necessary


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notifications of insurers, assignments of policies or interests therein, and
establishments of coinsured, joint loss payee and mortgagee rights in favor of
the Purchaser. In connection with the placement of any such insurance, no
commission, fee, or other compensation has been or will be received by the
Seller or by any officer, director, or employee of the Seller or any designee
of the Seller or any corporation in which the Seller or any officer, director,
or employee had a financial interest at the time of placement of such
insurance;

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

(ll) Servicemembers Civil Relief Act. The Mortgagor has not
notified the Seller, and the Seller has no knowledge of any relief requested or
allowed to the Mortgagor under the Servicemembers Civil Relief Act or other
similar state statute;

(mm) Appraisal. The Mortgage File contains an appraisal of the
related Mortgaged Property signed prior to the approval of the Mortgage Loan
application by a Qualified Appraiser, duly appointed by the Seller, 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 appraiser both satisfy
the requirements of Fannie Mae or Freddie Mac and Title XI of FIRREA and the
regulations promulgated thereunder, all as in effect on the date the Mortgage
Loan was originated;

(nn) Disclosure Materials. The Mortgagor has executed a statement
to the effect that the Mortgagor has received all disclosure materials required
by, and the Seller has complied with, all Applicable Law with respect to the
making of the Mortgage Loans. The Seller shall maintain such statement in the
Mortgage File;

(oo) Construction or Rehabilitation of Mortgaged Property. No
Mortgage Loan was made in connection with the construction (other than a
"construct-to-perm" loan) or rehabilitation of a Mortgaged Property or
facilitating the trade-in or exchange of a Mortgaged Property;

(pp) Escrow Analysis. If applicable, with respect to each Mortgage
Loan, the Seller has within the last twelve months (unless such Mortgage was
originated within such twelve month period) analyzed the required Escrow
Payments for each Mortgage and adjusted the amount of such payments so that,
assuming all required payments are timely made, any deficiency will be
eliminated on or before the first anniversary of such analysis, or any overage
will be refunded to the Mortgagor, in accordance with RESPA and any other
Applicable Law;

(qq) Credit Information. As to each consumer report (as defined in
the Fair Credit Reporting Act, Public Law 91-508) or other credit information
furnished by the Seller to the Purchaser, that Seller has full right and
authority and is not precluded by law or contract from


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furnishing such information to the Purchaser and the Purchaser is not precluded
from furnishing the same to any subsequent or prospective purchaser of such
Mortgage. The Seller has and shall in its capacity as servicer, for each
Mortgage Loan, fully furnished, 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;

(rr) Leaseholds. If the Mortgage Loan is secured by a leasehold
estate, (1) the ground lease is assignable or transferable; (2) the ground
lease will not terminate earlier than five years after the maturity date of the
Mortgage Loan; (3) the ground lease does not provide for termination of the
lease in the event of lessee's default without the Mortgagee being entitled to
receive written notice of, and a reasonable opportunity to cure the default;
(4) the ground lease permits the mortgaging of the related Mortgaged Property;
(5) the ground lease protects the Mortgagee's interests in the event of a
property condemnation; (6) all ground lease rents, other payments, or
assessments that have become due have been paid; and (7) the use of leasehold
estates for residential properties is a widely accepted practice in the
jurisdiction in which the Mortgaged Property is located;

(ss) Prepayment Penalty. Each Mortgage Loan that is subject to a
Prepayment Penalty as provided in the related Mortgage Note is identified on
the related Mortgage Loan Schedule. With respect to Mortgage Loans originated
prior to October 1, 2002, no such Prepayment Penalty may be imposed for a term
in excess of five (5) years following origination. With respect to Mortgage
Loans originated on or after October 1, 2002, no such Prepayment Penalty may be
imposed for a term in excess of three (3) years following origination;

(tt) Predatory Lending Regulations. No Mortgage Loan is a High Cost
Loan or Covered Loan, as applicable. No Mortgage Loan is covered by the Home
Ownership and Equity Protection Act of 1994 and no Mortgage Loan is in
violation of any comparable state or local law. The Mortgaged Property is not
located in a jurisdiction where a breach of this representation with respect to
the related Mortgage Loan may result in additional assignee liability to the
Purchaser, as determined by Purchaser in its reasonable discretion;

(uu) Single-premium credit life insurance policy. No Mortgagor was
required to purchase any single premium credit insurance policy (e.g., life,
disability, property, accident, unemployment or health insurance product) 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, property, accident, unemployment, mortgage or health
insurance) in connection with the origination of the Mortgage Loan. No proceeds
from any Mortgage Loan were used to purchase single premium credit insurance
policies as part of the origination of, or as a condition to closing, such
Mortgage Loan;

(vv) Qualified Mortgage. The Mortgage Loan is a qualified mortgage
under Section 860G(a)(3) of the Code;

(ww) Tax Service Contract. Each Mortgage Loan is covered by a paid
in full, life of loan, tax service contract issued by First American Real
Estate Tax Service, and such contract is transferable;


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(xx) Origination. No predatory or deceptive lending practices,
including, without limitation, the extension of credit without regard to the
ability of the Mortgagor to repay and the extension of credit which has no
apparent benefit to the Mortgagor, were employed in the origination of the
Mortgage Loan;

(yy) Recordation. Each original Mortgage was recorded and all
subsequent assignments of the original Mortgage (other than the assignment to
the Purchaser) have been recorded in the appropriate jurisdictions wherein such
recordation is necessary to perfect the lien thereof as against creditors of
the Seller, or is in the process of being recorded;

(zz) Co-op Loans. With respect to a Mortgage Loan that is a Co-op
Loan, the stock that is pledged as security for the Mortgage Loan is held by a
person as a tenant-stockholder (as defined in Section 216 of the Code) in a
cooperative housing corporation (as defined in Section 216 of the Code);

(aaa) Mortgagor Bankruptcy. On or prior to the date 60 days after
the related Closing Date, the Mortgagor has not filed and will not file a
bankruptcy petition or has not become the subject and will not become the
subject of involuntary bankruptcy proceedings or has not consented to or will
not consent to the filing of a bankruptcy proceeding against it or to a
receiver being appointed in respect of the related Mortgaged Property;

(bbb) No Prior Offer. If the Mortgage Loan has previously been
offered for sale, such Mortgage Loan was not rejected from being purchased by
such offeree as a result of the offeree's due diligence, unless such deficiency
has since been cured;

(ccc) Georgia Fair Lending Act. There is no Mortgage Loan that was
originated (or modified) on or after October 1, 2002 and before March 7, 2003
which is secured by property located in the State of Georgia. There is no
Mortgage Loan that was originated on or after March 7, 2003 that is a "high
cost home loan" as defined under the Georgia Fair Lending Act;

(ddd) No Arbitration. No Mortgagor with respect to any Mortgage
Loan originated on or after August 1, 2004 agreed to submit to arbitration to
resolve any dispute arising out of or relating in any way to the mortgage loan
transaction; and

(eee) Flood Service Contract. Each Mortgage Loan is covered by a
paid in full, life of loan, flood service contract issued by First American
Real Estate Tax Service or Fidelity, and such contract is transferable.

Subsection 7.02 Seller Representations. The Seller hereby
represents and warrants to the Purchaser that, as of the related Closing Date:

(a) Due Organization and Authority. The Seller is a national
banking association, validly existing, and in good standing under the laws of
its jurisdiction of incorporation or formation 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 the Seller. The Seller has corporate power
and authority to execute and deliver this Agreement and to perform its
obligations hereunder; the execution,


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delivery and performance of this Agreement (including all instruments of
transfer to be delivered pursuant to this Agreement) by the Seller and the
consummation of the transactions contemplated hereby have been duly and validly
authorized; this Agreement has been duly executed and delivered and constitutes
the valid, legal, binding and enforceable obligation of the Seller, except as
enforceability may be limited by (i) bankruptcy, insolvency, liquidation,
receivership, moratorium, reorganization or other similar laws affecting the
enforcement of the rights of creditors and (ii) general principles of equity,
whether enforcement is sought in a proceeding in equity or at law. All
requisite corporate action has been taken by the Seller to make this Agreement
valid and binding upon the Seller in accordance with its terms;

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

(c) Ordinary Course of Business. The consummation of the
transactions contemplated by this Agreement are in the ordinary course of
business of the Seller, and the transfer, assignment and conveyance of the
Mortgage Notes and the Mortgages by the Seller pursuant to this Agreement are
not subject to the bulk transfer or any similar statutory provisions in effect
in any applicable jurisdiction;

(d) No Conflicts. Neither the execution and delivery of this
Agreement, the acquisition or origination of the Mortgage Loans by the Seller,
the sale of the Mortgage Loans to the Purchaser, the consummation of the
transactions contemplated hereby, nor the fulfillment of or compliance with the
terms and conditions of this Agreement, will conflict with or result in a
breach of any of the terms, conditions or provisions of the Seller's charter or
by-laws or any legal restriction or any agreement or instrument to which the
Seller is now a party or by which it is bound, or constitute a default or
result in an acceleration under any of the foregoing, or result in the
violation of any law, rule, regulation, order, judgment or decree to which the
Seller or its property is subject, or result in the creation or imposition of
any lien, charge or encumbrance that would have an adverse effect upon any of
its properties pursuant to the terms of any mortgage, contract, deed of trust
or other instrument, or impair the ability of the Purchaser to realize on the
Mortgage Loans, impair the value of the Mortgage Loans, or impair the ability
of the Purchaser to realize the full amount of any insurance benefits accruing
pursuant to this Agreement;

(e) No Litigation Pending. There is no action, suit, proceeding or
investigation pending or threatened against the Seller, before any court,
administrative agency or other tribunal asserting the invalidity of this
Agreement, seeking to prevent the consummation of any of the transactions
contemplated by this Agreement or 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 Seller, or in any
material impairment of the right or ability of the Seller to carry on its
business substantially as now conducted, or in any material liability on the
part of the Seller, or which would draw into question the validity of this
Agreement or the Mortgage Loans or of any action taken or to be taken in
connection with the obligations of the Seller contemplated herein, or which
would be likely to impair materially the ability of the Seller to perform under
the terms of this Agreement;


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(f) Ability to Perform; Solvency. The 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. The Seller is solvent and the sale
of the Mortgage Loans will not cause the Seller to become insolvent. The sale
of the Mortgage Loans is not undertaken with the intent to hinder, delay or
defraud any of Seller's creditors;

(g) Seller's Origination. The Seller's decision to originate any
mortgage loan or to deny any mortgage loan application is an independent
decision based upon the Underwriting Guidelines, and is in no way made as a
result of Purchaser's decision to purchase, or not to purchase, or the price
Purchaser may offer to pay for, any such mortgage loan, if originated;

(h) Anti-Money Laundering Laws. The Seller has complied with all
applicable anti-money laundering laws and regulations, including without
limitation the USA Patriot Act of 2001 (collectively, the "Anti-Money
Laundering Laws"); the Seller has established an anti-money laundering
compliance program as required by the Anti-Money Laundering Laws, has conducted
the requisite due diligence in connection with the origination of each Mortgage
Loan for purposes of the Anti-Money Laundering Laws, including with respect to
the legitimacy of the applicable Mortgagor and the origin of the assets used by
the said Mortgagor to purchase the property in question, and maintains, and
will maintain, sufficient information to identify the applicable Mortgagor for
purposes of the Anti-Money Laundering Laws;

(i) Financial Statements; Other Information. The Seller has
delivered to the Purchaser financial statements as to its last three complete
fiscal years and any later quarter ended more than 60 days prior to the
execution of this Agreement. All such financial statements fairly present the
pertinent results of operations and changes in financial position for each of
such periods and the financial position at the end of each such period of the
Seller and its subsidiaries and have been prepared in accordance with generally
accepted accounting principles consistently applied throughout the periods
involved, except as set forth in the notes thereto. In addition, the Seller has
delivered information as to its loan gain and loss experience in respect of
foreclosures and its loan delinquency experience for the immediately preceding
three year period, in each case with respect to mortgage loans owned by it and
such mortgage loans serviced for others during such period, and all such
information so delivered shall be true and correct in all material respects.
There has been no change in the business, operations, financial condition,
properties or assets of the Seller since the date of the Seller's financial
Statements that would have a material adverse effect on its ability to perform
its obligations under this Agreement. The Seller has completed any forms and
provided any other information reasonably requested by the Purchaser in a
timely manner and in accordance with the provided instructions;

(j) Ability to Service. Seller has the facilities, procedures, and
experienced personnel necessary for the sound servicing of mortgage loans of
the same type as the Mortgage Loans. The Seller is duly qualified, licensed,
registered and otherwise authorized under all applicable federal, state and
local laws, and regulations, if applicable, meets the minimum capital
requirements set forth by HUD, the OTS, the OCC or the FDIC, if applicable, and
is in good standing to enforce, originate, sell mortgage loans to, and service
mortgage loans in the jurisdiction wherein the Mortgaged Properties are
located. No event has occurred, including but not limited to, a change in
insurance coverage, which would make the Seller unable to comply


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<PAGE>

with Fannie Mae or Freddie Mac eligibility requirements or which would require
notification to Fannie Mae/Freddie Mac. The Seller is a member of MERS in good
standing, and will comply in all material respects with the rules and
procedures of MERS in connection with the servicing of the MERS Mortgage Loans
for as long as such Mortgage Loans are registered with MERS;

(k) Reasonable Servicing Fee. The Seller 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 Seller, for
accounting and tax purposes, as compensation for the servicing and
administration of the Mortgage Loans pursuant to this Agreement;

(l) Selection Process. The Mortgage Loans were selected from among
the outstanding one- to four-family mortgage loans in the Seller's portfolio at
the related Closing Date as to which the representations and warranties set
forth in Subsection 7.01 could be made and such selection was not made in a
manner so as to affect adversely the interests of the Purchaser;

(m) Delivery to the Custodian. The Mortgage Note, the Mortgage, the
Assignment of Mortgage and any other documents required to be delivered with
respect to each Mortgage Loan pursuant to the Custodial Agreement, shall be
delivered to the Custodian all in compliance with the specific requirements of
the Custodial Agreement. With respect to each Mortgage Loan, the Seller will be
in possession of a complete Mortgage File in compliance with Exhibit 2 hereto,
except for such documents as will be delivered to the Custodian;

(n) Mortgage Loan Characteristics. The characteristics of the
related Mortgage Loan Package are as set forth on the description of the pool
characteristics for the applicable Mortgage Loan Package delivered pursuant to
Section 9 on the related Closing Date in the form attached as Exhibit B to each
related Assignment and Conveyance Agreement;

(o) No Untrue Information. Neither this Agreement nor any
information, statement, tape, diskette, report, form, or other document
furnished or to be furnished pursuant to this Agreement or any Reconstitution
Agreement or in connection with the transactions contemplated hereby (including
any Securitization Transaction or Whole Loan Transfer) contains or will contain
any untrue statement of fact or omits or will omit to state a fact necessary to
make the statements contained herein or therein not misleading;

(p) No Brokers. The Seller has not dealt with any broker,
investment banker, agent or other person that may be entitled to any commission
or compensation in connection with the sale of the Mortgage Loans for which any
Person other than Seller will be liable;

(q) Sale Treatment. The Seller expects to be advised by its
independent certified public accountants that under generally accepted
accounting principles the transfer of the Mortgage Loans will be treated as a
sale on the books and records of the Seller and the Seller has determined that
the disposition of the Mortgage Loans pursuant to this Agreement will be
afforded sale treatment for tax and accounting purposes;


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<PAGE>

(r) Reasonable Purchase Price. The consideration received by the
Seller upon the sale of the Mortgage Loans under this Agreement constitutes
fair consideration and reasonably equivalent value for the Mortgage Loans; and

(s) Insured Depository Institution Representations. Seller is an
"insured depository institution" as that term is defined in Section 1813(c)(2)
of Title 12 of the United States Code, as amended, and accordingly, Seller
makes the following additional representations and warranties:

(i) This Agreement between Purchaser and Seller conforms to all
applicable statutory and regulatory requirements; and

(ii) This Agreement is (1) executed contemporaneously with the
agreement reached by Purchaser and Seller, (2) approved by a
specific corporate or banking association resolution by the
Seller's board of directors, which approval shall be
reflected in the minutes of said board, and (3) an official
record of the Seller. A copy of such resolution, certified by
a vice president or higher officer of Seller has been
provided to Purchaser.

Subsection 7.03 Remedies for Breach of Representations and
Warranties. It is understood and agreed that the representations and warranties
set forth in Subsections 7.01 and 7.02 shall survive the sale of the Mortgage
Loans to the Purchaser 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 Mortgage
File. With respect to any representation or warranty contained in Subsections
7.01 or 7.02 hereof that is made to the Seller's knowledge, if it is discovered
by the Purchaser that the substance of such representation and warranty was
inaccurate as of the related Closing Date and such inaccuracy materially and
adversely affects the value of the related Mortgage Loan, then notwithstanding
the Seller's lack of knowledge with respect to the inaccuracy at the time the
representation or warranty was made, such inaccuracy shall be deemed a breach
of the applicable representation or warranty. Upon discovery by either the
Seller, the Servicer or the Purchaser of a breach of any of the foregoing
representations and warranties, the party discovering such breach shall give
prompt written notice to the other relevant parties.

Within sixty (60) days after the earlier of either discovery by or
notice to the Seller of any breach of a representation or warranty, which
materially and adversely affects the value of the Mortgage Loans or the
interest of the Purchaser therein (or which materially and adversely affects
the value of the applicable Mortgage Loan or the interest of the Purchaser
therein in the case of a representation and warranty relating to a particular
Mortgage Loan), the Seller shall use its best efforts promptly to cure such
breach in all material respects and, if such breach cannot be cured, the Seller
shall, at the Purchaser's option, repurchase such Mortgage Loan or Mortgage
Loans at the Repurchase Price. Notwithstanding the above sentence, within sixty
(60) days after the earlier of either discovery by, or notice to, the Seller of
any breach of the representations or warranties set forth in clause (qq), (ss),
(tt), (uu), (vv), (ccc) or (ddd) of Subsection 7.01, the Seller shall
repurchase such Mortgage Loan at the Repurchase Price. In the event that a
breach shall involve any representation or warranty set forth in Subsection
7.02, and


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<PAGE>

such breach cannot be cured within (sixty) 60 days of the earlier of either
discovery by or notice to the Seller of such breach, all of the Mortgage Loans
affected by such breach shall, at the Purchaser's option, be repurchased by the
Seller at the Repurchase Price. However, if the breach, shall involve a
representation or warranty set forth in Subsection 7.01 (except as provided in
the second sentence of this paragraph with respect to certain breaches for
which no substitution is permitted) and the Seller discovers or receives notice
of any such breach within 120 days of the related Closing Date, the Seller
shall, at the Purchaser's option and provided that the Seller has a Qualified
Substitute Mortgage Loan, rather than repurchase the Mortgage Loan as provided
above, remove such Mortgage Loan and substitute in its place a Qualified
Substitute Mortgage Loan or Qualified Substitute Mortgage Loans; provided,
however, that any such substitution shall be effected within such one hundred
twenty (120) days after the related Closing Date. If the Seller has no
Qualified Substitute Mortgage Loan, it shall repurchase the deficient Mortgage
Loan at the Repurchase Price. Any repurchase of a Mortgage Loan pursuant to the
foregoing provisions of this Subsection 7.03 shall occur on a date designated
by the Purchaser, and acceptable to the Seller, and shall be accomplished by
the Seller remitting to the Servicer for deposit the amount of the Repurchase
Price in the Custodial Account for distribution to the Purchaser on the next
scheduled Remittance Date.

At the time of repurchase of any deficient Mortgage Loan (or
removal of any Deleted Mortgage Loan), the Purchaser and the Seller shall
arrange for the assignment of the repurchased Mortgage Loan (or Deleted
Mortgage Loan) to the Seller or its designee and the delivery to the Seller of
any documents held by the Purchaser relating to the repurchased Mortgage Loan
in the manner required by this Agreement with respect to the purchase and sale
of such Mortgage Loan on the related Closing Date. In the event the Repurchase
Price is deposited in the Custodial Account, the Seller shall, simultaneously
with its remittance to the Servicer of such Repurchase Price for deposit, give
written notice to the Purchaser that such deposit has taken place. Upon such
repurchase, the Seller shall amend the related Mortgage Loan Schedule to
reflect the withdrawal of the repurchased Mortgage Loan from this Agreement.

As to any Deleted Mortgage Loan for which the Seller substitutes
one or more Qualified Substitute Mortgage Loans, the Seller shall be deemed to
have made 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. No substitution will be
made in any calendar month after the Determination Date for such month. The
Seller shall effect such substitution by delivering to the Purchaser for each
Qualified Substitute Mortgage Loan the Mortgage Note, the Mortgage, the
Assignment of Mortgage and such other documents and agreements as are required
by Subsection 6.03. The Seller shall remit to the Servicer for deposit in the
Custodial Account the Monthly Payment less the Servicing Fee due on each
Qualified Substitute Mortgage Loan in the month following the date of such
substitution. Monthly Payments due with respect to Qualified Substitute
Mortgage Loans in the month of substitution shall be retained by the Seller.
For the month of substitution, distributions to the Purchaser shall include the
Monthly Payment due on any Deleted Mortgage Loan in the month of substitution,
and the Seller shall thereafter be entitled to retain all amounts subsequently
received by the Seller in respect of such Deleted Mortgage Loan. The Seller
shall give written notice to the Purchaser that such substitution has taken
place and shall amend the related Mortgage Loan Schedule to reflect the removal
of such Deleted Mortgage Loan from the terms of this Agreement and the
substitution of the Qualified Substitute Mortgage Loan. Upon


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such substitution, each Qualified Substitute Mortgage Loan shall be subject to
the terms of this Agreement in all respects, and the Seller shall be deemed to
have made with respect to such Qualified Substitute Mortgage Loan, as of the
date of substitution, the covenants, representations and warranties set forth
in Subsections 7.01 and 7.02.

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

In addition to such repurchase or substitution obligation, the
Seller shall indemnify the Purchaser and its present and former directors,
officers, employees and agents and any Successor Servicer and its present and
former directors, officers, employees and agents and hold such parties harmless
against any losses, damages, penalties, fines, forfeitures, legal fees and
expenses 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 Seller representations and warranties contained
in this Agreement or any Reconstitution Agreement. For purposes of this
paragraph, "Purchaser" shall mean the Person then acting as the Purchaser under
this Agreement and any and all Persons who previously were "Purchasers" under
this Agreement and "Successor Servicer" shall mean any Person designated as the
Successor Servicer pursuant to this Agreement and any and all Persons who
previously were "Successor Servicers" pursuant to this Agreement. It is
understood and agreed that the obligations of the Seller set forth in this
Subsection 7.03 to cure, repurchase or substitute for a defective Mortgage
Loan, and to indemnify the Purchaser and Successor Servicer under Subsection
12.01 constitute the sole remedies of the Purchaser and Successor Servicer
respecting a breach of the representations and warranties set forth in
Subsections 7.01 and 7.02.

Any cause of action against the Seller relating to or arising out
of the breach of any representations and warranties made in Subsections 7.01
and 7.02 shall accrue as to any Mortgage Loan upon (i) discovery of such breach
by the Purchaser or notice thereof by the Seller to the Purchaser, (ii) failure
by the Seller to cure such breach, substitute a Qualified Substitute Mortgage
Loan, or repurchase such Mortgage Loan as specified above and (iii) demand upon
the Seller by the Purchaser for compliance with this Agreement.

Subsection 7.04 Repurchase of Mortgage Loans with Early Payment
Defaults. If the related Mortgagor is delinquent with respect to any of the
Mortgage Loan's first three (3) Monthly Payments at any time either (i) after
origination of such Mortgage Loan, or (ii) after the related Closing Date, the
Seller, at the Purchaser's option, shall repurchase such Mortgage Loan from the
Purchaser at a price equal to the Repurchase Price. The Seller shall repurchase
such delinquent Mortgage Loan within thirty (30) days of such request.


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Subsection 7.05 Premium Recapture. With respect to any Mortgage
Loan without Prepayment Penalties that prepays in full during the first four
months following the related Closing Date, and with respect to any Mortgage
Loan that is repurchased pursuant to Subsection 7.04, the Seller shall pay the
Purchaser, within ten (10) Business Days after such prepayment in full or
repurchase, an amount equal to the excess of the Purchase Price Percentage for
such Mortgage Loan over par, multiplied by the outstanding principal balance of
such Mortgage Loan as of the related Cut-off Date.

Section 8. Closing. The closing for the purchase and sale of each
Mortgage Loan Package shall take place on the related Closing Date. At the
Purchaser's option, each 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. Each closing shall be subject to each of the
following conditions:

(a) at least two Business Days prior to the related Closing Date,
the Seller shall deliver to the Purchaser a magnetic diskette, or transmit by
modem, a listing on a loan-level basis of the necessary information to compute
the Purchase Price of the Mortgage Loans delivered on such Closing Date
(including accrued interest), and prepare a Mortgage Loan Schedule;

(b) all of the representations and warranties of the Seller in this
Agreement shall be true and correct as of the related Closing Date and no event
shall have occurred which, with notice or the passage of time, would constitute
an Event of Default under this Agreement;

(c) the Purchaser's attorneys shall have received in escrow, all
Closing Documents as specified in Section 9, in such forms as are agreed upon
and acceptable to the Purchaser, duly executed by all signatories as required
pursuant to the terms hereof; and

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

Section 9. Closing Documents. On the related Closing Date, the
Seller shall deliver to the Purchaser's attorneys in escrow fully executed
originals of:

(a) this Agreement (to be executed and delivered only for the
initial Closing Date);

(b) the related Purchase Price and Terms Agreement, executed in
four (4) counterparts;

(c) with respect to the initial Closing Date, the Custodial
Agreement, dated as of the initial Cut-off Date;

(d) with respect to the initial Closing Date, a Custodial Account
Certification in the form attached as Exhibit 4 hereto or a Custodial Account
Letter Agreement in the form attached as Exhibit 5 hereto;


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(e) with respect to the initial Closing Date, an Escrow Account
Certification in the form attached as Exhibit 6 hereto or an Escrow Account
Letter Agreement in the form attached as Exhibit 7 hereto;

(f) the related Mortgage Loan Schedule, segregated by Mortgage Loan
Package, one copy to be attached hereto, one copy to be attached to the
Custodian's counterpart of the Custodial Agreement, and one copy to be attached
to the related Assignment and Conveyance as the Mortgage Loan Schedule thereto;

(g) with respect to the initial Closing Date, an Officer's
Certificate, in the form of Exhibit 10 hereto with respect to the Seller,
including all attachments thereto and with respect to subsequent Closing Dates,
an Officer's Certificate upon request of the Purchaser; and

(h) with respect to the initial Closing Date, an Opinion of Counsel
of the Seller (who may be an employee of the Seller), in the form of Exhibit 11
hereto and with respect to subsequent Closing Dates, an Opinion of Counsel of
the Seller upon request of the Purchaser;

(i) with respect to the initial Closing Date, an Opinion of Counsel
of the Custodian (who may be an employee of the Custodian), in the form of an
exhibit to the Custodial Agreement, if required;

(j) a Security Release Certification, in the form of Exhibit 12 or
Exhibit 13, as applicable, hereto executed by any person, as requested by the
Purchaser, if any of the Mortgage Loans have at any time been subject to any
security interest, pledge or hypothecation for the benefit of such person;

(k) a certificate or other evidence of merger or change of name,
signed or stamped by the applicable regulatory authority, if any of the
Mortgage Loans were acquired by the Seller by merger or acquired or originated
by the Seller while conducting business under a name other than its present
name, if applicable;

(l) with respect to the initial Closing Date, the Underwriting
Guidelines to be attached hereto as Exhibit 8 and with respect to each
subsequent Closing Date, the Underwriting Guidelines to be attached to the
related Assignment and Conveyance;

(m) Assignment and Conveyance Agreement in the form of Exhibit 14
hereto, including all exhibits thereto;

(n) a Custodian's Certification, as required under the Custodial
Agreement, in the form attached to the Custodial Agreement; and

(o) a MERS Report reflecting the Purchaser as Investor, the
Custodian as custodian and no Person as Interim Funder for each MERS Designated
Mortgage Loan.

The Seller shall bear the risk of loss of the closing documents
until such time as they are received by the Purchaser or its attorneys.


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Section 10. Costs. The Purchaser shall pay any commissions due its
salesmen and the legal fees and expenses of its attorneys and custodial fees.
All other costs and expenses incurred in connection with the transfer and
delivery of the Mortgage including recording fees, fees for title policy
endorsements and continuations, fees for recording Assignments of Mortgage, and
the Seller's attorney's fees, shall be paid by the Seller.

Section 11. Administration and Servicing of the Mortgage Loans.

Subsection 11.01 Servicer to Act as Servicer. The Servicer shall
service and administer the Mortgage Loans in accordance with this Agreement and
Accepted Servicing Procedures and the terms of the Mortgage Notes and
Mortgages, and shall have full power and authority, acting alone or through
sub-servicers or agents, to do or cause to be done any and all things in
connection with such servicing and administration which the Servicer may deem
necessary or desirable and consistent with the terms of this Agreement. The
Servicer may perform its servicing responsibilities through agents or
independent contractors, but shall not thereby be released from any of its
responsibilities hereunder.

Consistent with the terms of this Agreement, the Servicer 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; provided, however, that (unless the Mortgagor is
in default with respect to the Mortgage Loan, or such default is, in the
judgment of the Servicer, imminent, and the Servicer has the consent of the
Purchaser) the Servicer shall not permit any modification with respect to any
Mortgage Loan which materially and adversely affects the Mortgage Loan,
including without limitation, any modification that would defer or forgive the
payment of any principal or interest, change the outstanding principal amount
(except for actual payments of principal), make any future advances, extend the
final maturity date or change the Mortgage Interest Rate, as the case may be,
with respect to such Mortgage Loan. Without limiting the generality of the
foregoing, the Servicer in its own name or acting through sub-servicers or
agents is hereby authorized and empowered by the Purchaser when the Servicer
believes it appropriate and reasonable in its best judgment, 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 the Mortgaged
Properties and to institute foreclosure proceedings or obtain a deed-in-lieu of
foreclosure so as to convert the ownership of such properties, and to hold or
cause to be held title to such properties, on behalf of the Purchaser pursuant
to the provisions of Subsection 11.12. The Servicer shall make all required
Servicing Advances and shall service and administer the Mortgage Loans in
accordance with applicable state and federal law and shall provide to the
Mortgagors any reports required to be provided to them thereby. The Purchaser
shall furnish to the Servicer any powers of attorney and other documents
reasonably necessary or appropriate to enable the Servicer to carry out its
servicing and administrative duties under this Agreement.

Notwithstanding anything to the contrary in this Agreement, the
Purchaser may at any time and from time to time, in its sole discretion, upon
written notice to the Seller, with respect to (1) any REO Property or (2) all
Mortgage Loans that are 90 or more days delinquent as of the date of such
notice and any Mortgage Loans that subsequently become 90 or more days
delinquent following the date of such notice (for the purposes of this
paragraph such Mortgage


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Loans, "Delinquent Mortgage Loans"), either (i) terminate the Seller's
servicing obligations hereunder with respect to such REO Properties and
Delinquent Mortgage Loans, upon reimbursement of any unremibursed advances owed
to the Servicer and payment of the termination fee referred to in Subsection
14.02, or (ii) assume the absolute right to direct the Seller to take such
actions with respect to such REO Property and Delinquent Mortgage Loans as the
Seller would otherwise be able to undertake pursuant to Subsection 11.12. Upon
the effectiveness of any such termination of the Seller's servicing obligations
with respect to any such REO Property or Delinquent Mortgage Loan, the Seller
shall deliver all agreements, documents, and instruments related thereto to the
Purchaser, in accordance with Accepted Servicing Procedures and applicable law
and shall transfer servicing to the Purchaser's designee in accordance with
Acceptable Servicing Procedures.

Subsection 11.02 Liquidation of Mortgage Loans. If any payment due
under any Mortgage Loan 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 Servicer shall take such action as it reasonably believes to be in
the best interest of the Purchaser. If any payment due under any Mortgage Loan
remains delinquent for a period of ninety (90) days or more, the Servicer shall
commence foreclosure proceedings in accordance with the guidelines set forth by
Fannie Mae or Freddie Mac. In such event, the Servicer shall from its own funds
make all necessary and proper Servicing Advances.

Subsection 11.03 Collection of Mortgage Loan Payments. Continuously
from the date hereof until the principal and interest on all Mortgage Loans are
paid in full, the Servicer will proceed diligently, in accordance with this
Agreement, to collect all payments due under each of the Mortgage Loans when
the same shall become due and payable. Further, the Servicer will in accordance
with Accepted Servicing Procedures ascertain and estimate taxes, assessments,
fire and hazard insurance premiums, and all other charges that, as provided in
any Mortgage, will become due and payable 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.

Subsection 11.04 Establishment of Custodial Account; Deposits in
Custodial Account. The Servicer shall segregate and hold all funds collected
and received pursuant to each Mortgage Loan separate and apart from any of its
own funds and general assets and shall establish and maintain one or more
Custodial Accounts (collectively, the "Custodial Account"), titled "The
Hemisphere National Bank, in trust for Morgan Stanley Mortgage Capital Inc. as
Purchaser of Mortgage Loans and various Mortgagors." Such Custodial Account
shall be an Eligible Account established with a commercial bank, a savings bank
or a savings and loan association (which may be a depository affiliate of the
Servicer) which meets the guidelines set forth by Fannie Mae or Freddie Mac as
an eligible depository institution for custodial accounts. In any case, the
Custodial Account shall be insured by the FDIC in a manner which shall provide
maximum available insurance thereunder and which may be drawn on by the
Servicer. The creation of any Custodial Account shall be evidenced by (i) a
certification in the form of Exhibit 4 hereto, in the case of an account
established with a depository affiliate of the Servicer, or (ii) a letter
agreement in the form of Exhibit 5 hereto, in the case of an account held by a
depository other than an affiliate of the Servicer. In either case, a copy of
such certification or letter agreement shall be furnished to the Purchaser upon
request.


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The Servicer shall deposit in the Custodial Account on a daily
basis on the Business Day following receipt thereof, and retain therein the
following payments and collections received or made by it subsequent to the
related Cut-off Date (other than in respect of principal and interest on the
Mortgage Loans due on or before the related Cut-off Date):

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

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

(c) all Liquidation Proceeds;

(d) all proceeds received by the Servicer under any title insurance
policy, hazard insurance policy, or other insurance policy other than proceeds
to be held in the Escrow Account and applied to the restoration or repair of
the Mortgaged Property or released to the Mortgagor in accordance with Accepted
Servicing Procedures;

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

(f) any amount required to be deposited in the Custodial Account
pursuant to Subsections 11.14, 11.16 and 11.18;

(g) any amount required to be deposited by the Servicer in
connection with any REO Property pursuant to Subsection 11.12;

(h) any amounts payable in connection with the repurchase of any
Mortgage Loan pursuant to Subsection 7.03, and all amounts required to be
deposited by the Servicer in connection with shortfalls in principal amount of
Qualified Substitute Mortgage Loans pursuant to Subsection 7.03; and

(i) with respect to each Principal Prepayment, an amount (to be
paid by the Servicer out of its own 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 for the month
of prepayment at the applicable Mortgage Loan Remittance Rate; provided,
however, that the Servicer's aggregate obligations under this paragraph for any
month shall be limited to the total amount of Servicing Fees actually