MASTER LOAN PURCHASE AND SERVICING AGREEMENT INDYMAC BANK, F.S.B. Seller and Servicer

MASTER LOAN PURCHASE AND SERVICING AGREEMENT

INDYMAC BANK, F.S.B.

      Seller and Servicer

UBS REAL ESTATE SECURITIES INC.

      Initial Purchaser

Dated as of  September  1, 2006

Fixed and Adjustable Rate Loans

TABLE OF CONTENTS

Page

SECTION 1

Definitions

1

SECTION 2

Agreement to Purchase

15

SECTION 3

Loan Schedules

15

SECTION 4

Purchase Price

15

SECTION 5

Examination of Loan Files

16

SECTION 6

Conveyance from Seller to Initial Purchaser

16

Subsection 6.01

Conveyance of Loans; Possession of Servicing Files

16

Subsection 6.02

Books and Records

16

Subsection 6.03

Delivery of Loan Documents

17

SECTION 7

Representations, Warranties and Covenants; Remedies for Breach

18

Subsection 7.01

Representations and Warranties Respecting the Seller

18

Subsection 7.02

Representations and Warranties Regarding Individual Loans

20

Subsection 7.03

Remedies for Breach of Representations and Warranties

32

Subsection 7.04

Repurchase of Convertible Loans

34

Subsection 7.05

Repurchase of Certain Loans

34

Subsection 7.06

Purchase Price Protection

35

SECTION 8

Closing

35

SECTION 9

Closing Documents

36

SECTION 10

Costs

37

SECTION 11

Seller’s Servicing Obligations

37

SECTION 12

Whole Loan Transfer or a Securitization Transaction on One or More

Reconstitution Dates

37

SECTION 13

The Seller

40

Subsection 13.01

Additional Indemnification by the Seller

40

Subsection 13.02

Merger or Consolidation of the Seller

40

Subsection 13.03

Limitation on Liability of the Seller and Others

40

Subsection 13.04

Seller Not to Resign

41

Subsection 13.05

No Transfer of Servicing

41

SECTION 14

DEFAULT

41

Subsection 14.01

Events of Default

41

Subsection 14.02

Waiver of Defaults

42

SECTION 15

Termination

43

SECTION 16

Successor to the Seller

43

SECTION 17

Financial Statements

44

SECTION 18

Rights Cumulative

44

SECTION 19

Notices

45

SECTION 20

Severability Clause

45

SECTION 21

Counterparts

46

SECTION 22

GOVERNING LAW

46

SECTION 23

Intention of the Parties

46

SECTION 24

Successors and Assigns

46

SECTION 25

Waivers

47

SECTION 26

Exhibits

47

SECTION 27

Nonsolicitation

47

SECTION 28

Relationship of the Parties

47

SECTION 29

General Interpretive Principles

47

SECTION 30

Reproduction of Documents

48

SECTION 31

Further Agreements

48

SECTION 32

Third Party Beneficiary

48

SECTION 33

[Reserved]

48

SECTION 34

Compliance With Regulation AB

48

Subsection 34.01

Intent of the Parties; Reasonableness

48

Subsection 34.02

Additional Representations and Warranties of the Seller

49

Subsection 34.03

Information to Be Provided by the Seller

50

Subsection 34.04

Servicer Compliance Statement

56

Subsection 34.05

Report on Assessment of Compliance and Attestation

56

Subsection 34.06

Use of Subservicers and Subcontractors

58

Subsection 34.07

Indemnification; Remedies

59

Subsection 34.08

Third Party Beneficiary

62

EXHIBITS

EXHIBIT 1

SELLER’S OFFICER’S CERTIFICATE

EXHIBIT 2

FORM OF OPINION OF COUNSEL TO THE SELLER

EXHIBIT 3

SECURITY RELEASE CERTIFICATION

EXHIBIT 4

ASSIGNMENT AND CONVEYANCE

EXHIBIT 5

CONTENTS OF EACH LOAN FILE

EXHIBIT 6

LOAN DOCUMENTS

EXHIBIT 7

FORM OF CUSTODIAL ACCOUNT LETTER AGREEMENT

EXHIBIT 8

FORM OF ESCROW ACCOUNT LETTER AGREEMENT

EXHIBIT 9

SERVICING ADDENDUM

EXHIBIT 10

SELLER UNDERWRITING STANDARDS

EXHIBIT 11

FORM OF SERVICER’S OFFICER’S CERTIFICATE

EXHIBIT 12

FORM OF ANNUAL CERTIFICATION

EXHIBIT 13

SERVICING CRITERIA TO BE ADDRESSED IN

ASSESSMENT OF COMPLIANCE

EXHIBIT 14-1

STANDARD FILE LAYOUT – MASTER SERVICING

EXHIBIT 14-2

STANDARD FILE LAYOUT – DELINQUENCY REPORTING

EXHIBIT 14-3

FORM 332

MASTER LOAN PURCHASE AND SERVICING AGREEMENT

This is a MASTER LOAN PURCHASE AND SERVICING AGREEMENT (the “Agreement”), dated as of September 1, 2006, by and between UBS Real Estate Securities Inc., having an office at 1285 Avenue of the Americas, New York, New York 10019 (the “Initial Purchaser”, and the Initial Purchaser or the Person, if any, to which the Initial Purchaser has assigned its rights and obligations hereunder as Purchaser with respect to one or more Loans, and each of their respective successors and assigns, the “Purchaser”) and IndyMac Bank, F.S.B., having an office at 3465 E. Foothill Blvd., 2nd Floor, Pasadena, California 91107 (the “Seller”).

W I T N E S S E T H :

WHEREAS, the Seller desires to sell, from time to time, to the Purchaser, and the Purchaser may purchase, from time to time, from the Seller, certain conventional fixed rate and adjustable rate residential first lien mortgage loans (the “Loans”) and certain fixed and adjustable rate first lien cooperative loans (the “Cooperative Loans”) as described herein on a servicing-retained basis, which shall be delivered in groups of whole loans on various dates as provided herein (each, a “Closing Date”);

WHEREAS, each Loan is secured by a mortgage, deed of trust or other security instrument creating a first lien on a residential dwelling located in the jurisdiction indicated on the Loan Schedule for the related Loan Package, which is to be annexed to the related Assignment and Conveyance;

WHEREAS, each Cooperative Loan is secured by a pledge of shares of stock issued by a Cooperative and the assignment of the appurtenant proprietary lease, all relating to a specified dwelling unit in an apartment building owned by the Cooperative and located in the states indicated on the Loan Schedule;

WHEREAS, the Purchaser and the Seller wish to prescribe the manner of the conveyance, servicing and control of the Loans and Cooperative Loans; and

WHEREAS, following its purchase of the Loans and Cooperative Loans from the Seller, the Purchaser desires to sell some or all of the Loans and Cooperative Loans to one or more purchasers pursuant to a whole loan transfer in a whole loan or participation format or a public or private mortgage-backed securities transaction;

WHEREAS, the Agreement shall supersede all other agreements between the Purchaser and the Seller;

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 and the Seller 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 Practices :  With respect to any Loan, those mortgage servicing practices (including collection procedures) of prudent mortgage lending institutions which service loans of the same type as such Loan in the jurisdiction where the related Mortgaged Property or Cooperative Apartment is located and in accordance with applicable law, and the terms of the Mortgage and Note.

Adjustable Rate Loan :  A Loan which provides for the adjustment of the Loan Interest Rate payable in respect thereto.

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

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

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

Assignment and Conveyance :  An assignment and conveyance of the Loans purchased on a Closing Date in the form annexed hereto as Exhibit 4 .

Assignment of Mortgage :  With respect to each Loan which is not a MERS Loan, an individual assignment of Mortgage, notice of transfer or equivalent instrument in recordable form, sufficient under the laws of the jurisdiction wherein the related Mortgaged Property is located to give record notice of the sale of the Mortgage to the Purchaser.

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

Assignment of Proprietary Lease :  An assignment of the Proprietary Lease.

Balloon Mortgage Loan:  A Loan that provided on the date of origination for an amortization schedule extending beyond its maturity date.

Borrower :  The obligor on a Note, the owner of the Mortgaged Property and the grantor or borrower named in the related Mortgage and such grantor’s or borrower’s successors in title to the Mortgaged Property.

Business Day :  Any day other than a Saturday or Sunday, or a day on which banking and savings and loan institutions in the State of New York or the State of California are authorized or obligated by law or executive order to be closed.

Cash-Out Refinancing :  A Refinanced Loan the proceeds of which were in excess of the greater of $2,000 or 2% of the principal balance of any existing first mortgage (and any existing junior mortgages, if applicable) on the related Mortgaged Property and related closing costs, and were used to pay any such existing first mortgage (and any existing junior mortgages,  if applicable), related closing costs, subordinate mortgages on the related Mortgaged Property and to provide additional proceeds for the use of the Borrower.

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 to the Purchaser, the Loans listed on the related Loan Schedule with respect to the related Loan Package.

Closing Documents :  With respect to any Closing Date, the documents required pursuant to Section 9.

Code :  The Internal Revenue Code of 1986, 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 by exercise of the power of condemnation or the right of eminent domain.

Confirmation :  With respect to any Loan Package purchased and sold on any Closing Date, the letter agreement between the Purchaser and the Seller (including any exhibits, schedules and attachments thereto), setting forth the terms and conditions of such transaction and describing the Loans to be purchased by the Purchaser on such Closing Date. A Confirmation may relate to more than one Loan Package to be purchased on one or more Closing Dates hereunder.

Consent :  With respect to each Cooperative Loan, a document executed by the Cooperative (i) consenting to the sale of the Cooperative Apartment to the Mortgagor and (ii) certifying that all maintenance charges relating to the Cooperative Apartment have been paid.

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

Cooperative :  With respect to each Cooperative Loan, the private, non-profit cooperative apartment corporation which owns all of the real property that comprises the Project, including the land, separate dwelling units and all common areas.  

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

Cooperative Lien Search :  With respect to each Cooperative Loan, a search for (a) federal tax liens, mechanics' liens, lis pendens, judgments of record or otherwise against (i) the Cooperative, (ii) the seller of the Cooperative Apartment and (iii) the Mortgagor if the Cooperative Loan is a Refinanced Loan, (b) filings of Financing Statements and (c) the deed of the Project into the Cooperative.  

Cooperative Loan :  Any Loan secured by Cooperative Shares and the related Proprietary Lease conferring exclusive occupancy rights to a cooperative unit.  

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

Custodial Account :  The separate account or accounts, each of which shall be an Eligible Account, created and maintained pursuant to this Agreement, which shall be entitled “IndyMac Bank, F.S.B., as servicer, in trust for the Purchaser, Fixed and Adjustable Rate Loans.”

Custodial Agreement :  The agreement governing the retention of the originals of each Note, Mortgage, Assignment of Mortgage and other Loan Documents.

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

Cut-off Date :  The first day of the month in which the related Closing Date occurs.

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

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

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

Distribution Date :  The eighteenth (18th) day of each month, commencing on the eighteenth day of the month next following the month in which the related Cut-off Date occurs, or if such eighteenth (18th) day is not a Business Day, the first Business Day immediately preceding such eighteenth (18th) day.

Due Date :  With respect to each Distribution Date, the first day of the calendar month in which such Distribution Date occurs, which is the day on which the Monthly Payment is due on a Loan, exclusive of any days of grace.

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

Eligible Account :  Any of (i) an account or accounts maintained with a federal or state chartered depository institution or trust company, the short-term unsecured debt obligations of which (or, in the case of a depository institution or trust company that is the principal subsidiary of a holding company, the short-term unsecured debt obligations of such holding company) are rated “P-1” by Moody’s and “A-1” by S&P (or comparable ratings if Moody’s and S&P are not the Rating Agencies) at the time any amounts are held on deposit therein, or (ii) an account or accounts in a depository institution or trust company in which such accounts are fully insured by the FDIC, or (iii) a trust account or accounts maintained with (a) the trust department of a federal or state chartered depository institution or (b) a trust company, acting in its fiduciary capacity.

Escrow Account :  The separate trust account or accounts created and maintained pursuant to this Agreement, each of which shall be an Eligible Account, and each of which shall be entitled “IndyMac Bank, F.S.B., as servicer, in trust for the Purchaser and various Borrowers, Fixed and Adjustable Rate Loans.”

Escrow Payments :  The amounts constituting ground rents, taxes, assessments, water charges, sewer rents, Primary Insurance Policy premiums, LPMI Policy premiums, fire and hazard insurance premiums and other payments required to be escrowed by the Borrower with the Mortgagee pursuant to the terms of any Note or Mortgage.

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

Event of Default :  Any one of the events enumerated in Section 14.01.

Fannie Mae :  Fannie Mae, f/k/a Federal National Mortgage Association, or any successor thereto.

Fannie Mae Guides :  The Fannie Mae Sellers’ Guide and the Fannie Mae Servicers’ Guide and all amendments or additions thereto.

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

Final Recovery Determination :  With respect to any defaulted Loan or any REO Property (other than a Loan or REO Property purchased by the Seller pursuant to this Agreement), a determination made by the Seller that all Insurance Proceeds, Liquidation Proceeds and other payments or recoveries which the Seller, in its reasonable good faith judgment, expects to be finally recoverable in respect thereof have been so recovered. The Seller shall maintain records, prepared by a servicing officer of the Seller, of each Final Recovery Determination.

Financing Statement :  A financing statement in the form of a UCC-1 filed pursuant to the Uniform Commercial Code to perfect a security interest in the Cooperative Shares and Pledge Instruments.  

Fixed Rate Loan :  A Loan with respect to which the Loan Interest Rate set forth in the Note is fixed for the term of such Loan.

Freddie Mac :  Freddie Mac, f/k/a/The Federal Home Loan Mortgage Corporation, or any successor thereto.

GAAP :  Generally accepted accounting principals in the United States of America in effect from time to time.

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

HUD :  The United States Department of Housing and Urban Development or any successor thereto.

Index :  With respect to any Adjustable Rate Loan, the index set forth in the related Note for the purpose of calculating the interest rate thereon.

Initial Closing Date :  The Closing Date on which the Initial Purchaser purchases and the Seller sells the first Loan Package hereunder.

Initial Purchaser :  UBS Real Estate Securities Inc., or any successor.

Initial Rate Cap :  With respect to each Adjustable Rate Loan and the initial Adjustment Date therefor, a number of percentage points per annum that is set forth in the related Note, which is the maximum amount by which the Loan Interest Rate for such Adjustable Rate Loan may increase or decrease on such Adjustment Date from the Loan Interest Rate in effect immediately prior to such Adjustment Date.

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

Liquidation Proceeds :  Amounts, other than Insurance Proceeds and Condemnation Proceeds, received in connection with the liquidation of a defaulted Loan through trustee’s sale, foreclosure sale or otherwise, other than amounts received following the acquisition of REO Property.

Loan :  Each first lien, residential loan, sold, assigned and transferred to the Purchaser pursuant to this Agreement and the related Confirmation and identified on the Loan Schedule, which Loan includes without limitation the Loan 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 Loan. Unless otherwise indicated herein, all references to “Loans” or “Loan” shall include Cooperative Loans.

Loan Documents :  The documents listed in Exhibit 6 annexed hereto pertaining to any Loan.

Loan File :  The items pertaining to a particular Loan referred to in Exhibit 5 annexed hereto, and any additional documents required to be added to the Loan File pursuant to this Agreement or the related Confirmation.

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

Loan Package :  The Loans listed on a Loan Schedule, delivered to the Custodian and the Purchaser at least two (2) Business Days prior to the related Closing Date and attached to the related Assignment and Conveyance on the related Closing Date.

Loan Schedule :  With respect to each Loan Package, the schedule of Loans to be annexed to the related Assignment and Conveyance on each Closing Date for the Loan Package delivered on such Closing Date, such schedule setting forth, but not limited to, the following information with respect to each Loan in such Loan Package: (1) the Loan identification number; (2) a code indicating whether the Loan is an Adjustable Rate Loan or a fixed rate Loan; (3) the Borrower’s first and last name; (4) the street address of the Mortgaged Property or Cooperative Apartment including the city, state and zip code; (5) the original principal balance of the Loan; (6) the Stated Principal Balance of the Loan as of the close of business on the Cut-off Date; (7) the actual unpaid principal balance of the Loan as of the close of business on the Cut-off Date; (8) the last scheduled Due Date on which a Monthly Payment was applied to the Scheduled Principal Balance; (9) the last Due Date on which a Monthly Payment was actually applied to the actual unpaid principal balance; (10) the Loan Interest Rate in effect immediately following origination; (11) the Loan Interest Rate in effect immediately following the Cut-off Date (if different from (10)); (12) the amount of the Monthly Payment at origination; (13) the amount of the Monthly Payment as of the Cut-off Date (if different from (12)); (14) a code indicating whether the Mortgaged Property or Cooperative Apartment is owner-occupied, a second home or an investor property; (15) a code indicating whether the Mortgaged Property is a single family residence, a two-family residence, a three-family residence, a four-family residence, a planned-unit development, or a condominium; (16) a code indicating the loan purpose (i.e., purchase, rate/term refinance, cash-out refinance); (17) the stated maturity date; (18) the original months to maturity; (19) the remaining months to maturity from the Cut-off Date based on the original amortization schedule and, if different, the remaining months to maturity expressed in the same manner but based on the actual amortization schedule; (20) the origination date of the Loan; (21) the Appraised Value (including the purchase price of the Mortgaged Property, if applicable) and Loan-to-Value Ratio at origination; (22) the date on which the first Monthly Payment was due on the Loan after the origination date; (23) with respect to each Adjustable Rate Loan, the Index; (24) with respect to each Adjustable Rate Loan, the type of Adjustable Rate Loan (i.e., 1/1, 3/1, 5/1, etc.); (25) with respect to each Adjustable Rate Loan, the Gross Margin; (26) with respect to each Adjustable Rate Loan, the Periodic Rate Cap; (27) with respect to each Adjustable Rate Loan, the Initial Rate Cap (if different from the Periodic Rate Cap) (28) with respect to each Adjustable Rate Loan, the Maximum Loan Interest Rate; (29) with respect to each Adjustable Rate Loan, the Minimum Loan Interest Rate; (30) with respect to each Adjustable Rate Loan, the first Adjustment Date immediately following origination; (31) with respect to each Adjustable Rate Loan, the first Adjustment Date immediately following the Cut-off Date (if different from (30)); (32) a code indicating the documentation style of the Loan; (33) a code indicating if the Loan is subject to a Primary Insurance Policy or LPMI Policy and, if so, the name of the Qualified Insurer, the certificate number and the coverage amount of such policy; (34) the Servicing Fee Rate; (35) a code indicating whether or not an Adjustable Rate Loan is convertible to a fixed interest rate; (36) the Seller’s program pursuant to which the Loan was underwritten; (37) a code indicating whether the Loan is subject to a prepayment penalty and, if so, the term of such prepayment penalty; (38) the credit score (or mortgage score) of the Borrower; (39) the debt-to-income ratio of the Loan; (40) a code indicating whether the Loan is a MERS Loan and, if so, the corresponding MIN; (41) a code indicating the form of appraisal in the related Loan File (i.e. form 1004, 2055, etc.); (42) a code indicating whether the Loan is a “Home Loan” as defined in the current Standard & Poor’s LEVELS® Glossary Revised, Appendix E (43) a code indicating if the Loan is a Negative Amortization Loan and if so, the Negative Amortization Cap and the Payment Adjustment Date; (44) a code indicating if the Loan is an interest-only Loan (including any Loans with any interest-only features) and, if so, the term of the interest-only period of such Loan; (45) a code indicating the payment history over the twelve month period prior to the related Cut-off Date (i.e., 0x30, 1x30, 2x30, etc.) and (46) a code indicating whether the Loan is a Cooperative Loan. The Loan Schedule shall set forth the following information, in aggregate, as of the related Cut-off Date: (1) the number of Loans; (2) the original principal balance of the Loans; (3) the Scheduled Principal Balance of the Loans; (4) the weighted average Loan Interest Rate of the Loans; (5) the weighted average Net Loan Rate of the Loans; (4) the weighted average remaining months to maturity of the Loans; and (5) with respect to Adjustable Rate Loans, the weighted average Gross Margin and the weighted average number of months until the next Adjustment Date. A Loan Schedule will be prepared for each Closing Date and will be attached to the Assignment and Conveyance. The Loan Schedule shall be delivered to the Initial Purchaser and the Custodian in electronic format.

Loan-to-Value Ratio or LTV :  With respect to any Loan as of any date of determination, the ratio on such date of the outstanding principal amount of the Loan, to the Appraised Value of the Mortgaged Property.

LPMI Policy : A policy of mortgage guaranty insurance issued by a Qualified Insurer in which the owner or servicer of the Loan is responsible for the premiums associated with such mortgage insurance policy.

LPMI Rate :  The per annum rate used to calculate the monthly premium with respect to any related LPMI Policy.

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

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

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

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

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

MIN :  The Mortgage Identification Number for any MERS Loan.

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

MOM Loan :  Any Loan as to which MERS is acting as mortgagee, solely as nominee for the originator of such Loan and its successors and assigns.

Monthly Advance :  The aggregate of the advances made by the Seller on any Distribution Date pursuant to Section 11.21.

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

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

Mortgage :  With respect to each Loan, the mortgage, deed of trust or other instrument (including the Pledge Agreement, with respect to each Cooperative Loan) creating a first lien on the Mortgaged Property securing the related Note.

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

Mortgaged Property :  (a) With respect to each Loan, the Borrower’s real property securing repayment of the related Note, consisting of real property improved by a Residential Dwelling and (b) with respect to each Cooperative Loan, the Cooperative Shares and Proprietary Lease.

Note :  The original executed note or other evidence of the Loan indebtedness of a Borrower.

Negative Amortization :  With respect to each Negative Amortization Loan, that portion of interest accrued at the Mortgage Interest Rate in any month which exceeds the Monthly Payment on the related Loan for such month and which, pursuant to the terms of the Mortgage Note, is added to the principal balance of the Loan.

Negative Amortization Cap :  With respect to each Negative Amortization Loan, the provision of each Mortgage Note which provides for an absolute maximum percentage of the original principal amount of such Loan that the outstanding principal amount of the Loan may reach as a result of Negative Amortization as specified on the Loan Schedule.

Negative Amortization Loan :  Each Loan that is identified on the Loan Schedule as a Loan that may be subject to Negative Amortization.

Net Loan Rate :  With respect to any Loan (or the related REO Property), as of any date of determination, a per annum rate of interest equal to the then applicable Loan Interest Rate for such Loan minus the Servicing Fee Rate and the LPMI Rate, if any.

Nonrecoverable Monthly Advance :  Any Monthly Advance previously made or proposed to be made in respect of a Loan or REO Property that, in the good faith business judgment of the Seller, will not, or, in the case of a proposed Monthly Advance, would not be, ultimately recoverable from related late payments, Insurance Proceeds or Liquidation Proceeds on such Loan or REO Property as provided herein.

Officer’s Certificate :  A certificate signed by the Chairman of the Board or the Vice Chairman of the Board or a President or a Vice President and by the Treasurer or the Secretary or one of the Assistant Treasurers or 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 an employee of the Person on behalf of whom the opinion is being given, reasonably acceptable to each Person to whom such opinion is addressed.

Payment Adjustment Date :  With respect to each Negative Amortization Loan, the date on which Monthly Payments shall be adjusted.  A Payment Adjustment Date with respect to a Negative Amortization Loan shall occur on the dates specified on the Loan Schedule.

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

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

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

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

Primary Insurance Policy :  A policy of primary mortgage guaranty insurance issued by a Qualified Insurer.

Principal Prepayment :  Any payment or other recovery of principal on a Loan which is received in advance of its scheduled Due Date, including any prepayment penalty or premium thereon to the extent that the Purchaser is entitled to such prepayment penalty or premium as set forth in the related Confirmation and in the related Assignment and Conveyance, 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.

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

Proprietary Lease :  A lease on a Cooperative Apartment evidencing the possessory interest of the Mortgagor in such Cooperative Apartment.  

Purchase Price :  The price paid on the related Closing Date by the Purchaser to the Seller pursuant to the related Confirmation in exchange for the Loans purchased on such Closing Date as calculated as provided in Section 4.

Qualified Correspondent : Any Person from which the Seller purchased Loans, provided that the following conditions are satisfied: (i) such 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 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 Loans were originated, used by the Seller in origination of mortgage loans of the same type as the Loans for the Seller’s own account or (y) the Designated Guidelines were, at the time such 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 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 Insurer :  Any insurer duly authorized and licensed where required by law to transact its business and which meets the requirements of Fannie Mae and Freddie Mac.

Qualified Substitute Loan :  A loan substituted for a Deleted Loan pursuant to the terms of this Agreement which must, on the date of such substitution, (i) have an outstanding principal balance, after application of all scheduled payments of principal and interest due during or prior to the month of substitution, not in excess of the Stated Principal Balance of the Deleted Loan as of the Due Date in the calendar month during which the substitution occurs, (ii) have a Loan Interest Rate not less than (and not more than one percentage point in excess of) the Loan Interest Rate of the Deleted Loan, (iii) have a Net Loan Rate equal to the Net Loan Rate of the Deleted Loan, (iv) have a remaining term to maturity not greater than (and not more than one year less than) that of the Deleted Loan, (v) have the same Due Date as the Due Date on the Deleted Loan, (vi) have a Loan-to-Value Ratio as of the date of substitution equal to or lower than the Loan-to-Value Ratio of the Deleted Loan as of such date, (vii) be covered under a Primary Insurance Policy if such Qualified Substitute Loan has a Loan-to-Value Ratio in excess of 80%, (viii) conform to each representation and warranty set forth in Section 7.02 of this Agreement and (ix) be the same type of loan (i.e. fixed or adjustable rate with the same Gross Margin and Index as the Deleted Loan). In the event that one or more loans are substituted for one or more Deleted Loans, the amounts described in clause (i) hereof shall be determined on the basis of aggregate principal balances, the Loan Interest Rates described in clause (ii) hereof shall be satisfied as to each such loan, the Net Loan Rates described in clause (iii) hereof shall be satisfied as to each such loan, the terms described in clause (iv) shall be determined on the basis of weighted average remaining terms to maturity, the Loan-to-Value Ratios described in clause (vi) hereof shall be satisfied as to each such loan and, except to the extent otherwise provided in this sentence, the representations and warranties described in clause (viii) hereof must be satisfied as to each Qualified Substitute Loan or in the aggregate, as the case may be.

Rate/Term Refinancing :  A Refinanced Loan, the proceeds of which are not in excess of the greater of $2,000 or 2% of the existing first lien loan (and any existing junior lien loans, if applicable) of the related Mortgaged Property and related closing costs, and were used exclusively to satisfy the then existing first lien loan (and any existing junior lien loans, if applicable) of the Borrower on the related Mortgaged Property and to pay related closing costs.

Reconstitution: Any Securitization Transaction or Whole Loan Transfer.

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

Reconstitution Agreements :  The agreement or agreements entered into by the Seller and the Purchaser and/or certain third parties on the Reconstitution Date or Dates with respect to any or all of the Loans serviced hereunder, in connection with a Reconstitution as provided in Section 12; provided , that, an assignment of this Agreement in connection with a sale or transfer of any of the Loans shall not constitute a “Reconstitution Agreement”.

Reconstitution Date :  The date or dates on which any or all of the Loans serviced under this Agreement shall be removed from this Agreement and reconstituted as part of a Reconstitution pursuant to Section 12 hereof.  

Record Date :  With respect to each Distribution Date, the last Business Day of the month immediately preceding the month in which such Distribution Date occurs.

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

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

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

REMIC Provisions :  Provisions of the federal income tax law relating to REMICs, which appear in Sections 860A through 860G of the Code; and related provisions, and proposed, temporary and final regulations and published rulings, notices and announcements promulgated thereunder, as the foregoing may be in effect from time to time.

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

REO Property :  A Mortgaged Property acquired as a result of the liquidation of a Loan and, with respect to a Cooperative Loan, the related Cooperative Apartment.

Repurchase Price :  With respect to any Loan, a price equal to (i) the product of (A) the Stated Principal Balance of such Loan times (B) the greater of (x) the percentage of par used to calculate the Purchase Price pursuant to the related Confirmation and (y) 100%; provided, that if such Loan is subject to a Securitization Transaction and the repurchase date occurs more than one (1) year following the Closing Date the amount determined under this clause (B) shall be 100%, plus (ii) interest on such Stated Principal Balance at the Loan Interest Rate from and including the last Due Date through which interest has been paid by or on behalf of the Borrower to the first day of the month following the date of repurchase, plus (iii) any costs and damages incurred in connection with any violation of such Loan of any predatory or abusive lending law; less amounts received in respect of such repurchased Loan which are being held in the Custodial Account for distribution in connection with such Loan.

Residential Dwelling :  Any one of the following: (i) a detached one-family dwelling, (ii) a detached two to four-family dwelling, (iii) a one-family dwelling unit in a Fannie Mae eligible condominium project, (iv) a detached one-family dwelling in a planned unit development or (v) a Cooperative Apartment, none of which is a mobile or manufactured home.

Sarbanes-Oxley Act :  Means the Sarbanes-Oxley Act of 2002 and the rules and regulations of the Commission promulgated thereunder (including any interpretations thereof by the Commission’s staff).

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

Seller Information: As defined in Subsection 33.07(a).

Servicer : As defined in Subsection 33.03(c).

Servicing Addendum :  The terms and conditions attached hereto as Exhibit 9 which will govern the servicing of the Loans by Seller.

Servicing Advances :  All customary, reasonable and necessary “out-of-pocket” costs and expenses incurred by the Seller in the performance of its servicing obligations, including, but not limited to, the cost of (i) preservation, restoration and repair of a Mortgaged Property or, in the case of a Cooperative Loan, the Cooperative Apartment, (ii) any enforcement or judicial proceedings with respect to a Loan, including foreclosure actions and (iii) the management and liquidation of REO Property.

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 Loan, the amount of the annual servicing fee the Purchaser shall pay to the Seller, which shall, for each month, be equal to one-twelfth of the product of (a) the Servicing Fee Rate and (b) the unpaid principal balance of the 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 Loan is computed. The obligation of the Purchaser to pay the Servicing Fee is limited to, and the Servicing Fee is payable solely from, the interest portion (including recoveries with respect to interest from Liquidation Proceeds and other proceeds, to the extent permitted by Section 11.05) of related Monthly Payments collected by the Seller.

Servicing Fee Rate :  The per annum rate at which the Servicing Fee accrues, which rate with respect to each Loan shall be equal to the percentage specified as such on the Loan Schedule.

Servicing File :  With respect to each Loan, the file retained by the Seller consisting of originals of all documents in the Loan File which are not delivered to the Purchaser or the Custodian and copies of the Loan Documents.

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

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

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

Stock Certificates :  With respect to each Cooperative Loan, the certificates evidencing ownership of the Cooperative Shares issued by the Cooperative.  

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

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

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

Subservicing Agreement :  The written contract between the Seller and a Subservicer relating to servicing and administration of certain Loans as provided in Subsection 11.29 of the Servicing Addendum.

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

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

SECTION 2.

Agreement to Purchase .  The Seller agrees to sell, and the Purchaser agrees to purchase, from time-to-time, Loans having an aggregate principal balance on the related Cut-off Date in an amount as set forth in the related Confirmation, or in such other amount as agreed by the Purchaser and the Seller as evidenced by the actual aggregate principal balance of the Loans accepted by the Purchaser on the related Closing Date.

SECTION 3.

Loan Schedules .  The Seller shall deliver the Loan Schedule for a Loan Package to be purchased on a particular Closing Date to the Purchaser at least two (2) Business Days prior to the related Closing Date in both hard copy and electronic format.

SECTION 4.

Purchase Price .  The Purchase Price for each Loan listed on the related Loan Schedule shall be the percentage of par as stated in the related Confirmation (subject to adjustment as provided therein), multiplied by its Stated Principal Balance as of the related Cut-off Date. If so provided in the related Confirmation, portions of the Loans shall be priced separately.

In addition to the Purchase Price as described above, (i) the Initial Purchaser shall pay the Seller, at closing, accrued interest on the Stated Principal Balance of each Loan as of the related Cut-off Date at its Net Loan Rate from the related Cut-off Date through the day prior to the related Closing Date, both inclusive and (ii) the Seller shall pay to the Initial Purchaser the costs and fees expected to be associated with the recording of an Assignment of Mortgage or, with respect to a Cooperative Loan, an Assignment of Note and Pledge Agreement, with respect to each Loan (such amount may be set forth in the related Confirmation).

The Purchaser shall own and be entitled to receive with respect to each Loan purchased, (1) all scheduled principal due after the related Cut-off Date, (2) all other recoveries of principal collected after the related Cut-off Date (provided, however, that all scheduled payments of principal due on or before the related Cut-off Date and collected by the Seller after the related Cut-off Date shall belong to the Seller), and (3) all payments of interest on the 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. The Stated Principal Balance of each Loan as of the related Cut-off Date is determined after application to the reduction of principal of payments of principal due on or before the related Cut-off Date whether or not collected. Therefore, 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 the 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 deposit any such prepaid amounts into the Custodial Account, which account is established for the benefit of the Purchaser, for remittance by the Seller to the Purchaser on the first related Distribution 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 5.

Examination of Loan Files .  In addition to the rights granted to the Initial Purchaser under the related Confirmation to underwrite the Loans and review the Loan Files prior to the Closing Date, prior to the related Closing Date, the Seller shall make the related Loan File available to the Initial Purchaser for examination at the Seller’s offices or such other location as shall otherwise be agreed upon by the Initial Purchaser and the Seller. Such examination may be made by the Initial Purchaser or its designee at any reasonable time before the related Closing Date. If the Initial Purchaser makes such examination prior to the related Closing Date and identifies any Loans that do not conform to the terms of the related Confirmation or the Seller’s underwriting standards, such Loans may, at the Initial Purchaser’s option, be rejected for purchase by the Initial Purchaser. If not purchased by the Initial Purchaser, such Loans shall be deleted from the related Loan Schedule. The Initial Purchaser may, at its option and without notice to the Seller, purchase all or part of any Loan Package without conducting any partial or complete examination. The fact that the Initial Purchaser has conducted or has determined not to conduct any partial or complete examination of the Loan Files shall not affect the Initial Purchaser’s (or any of its successors’) rights to demand repurchase or other relief or remedy provided for in this Agreement.

SECTION 6.

Conveyance from Seller to Initial Purchaser .  

Subsection 6.01.

Conveyance of Loans; Possession of Servicing Files .  

The Seller, simultaneously with the payment of the Purchase Price, shall execute and deliver to the Initial Purchaser an Assignment and Conveyance with respect to the related Loan Package in the form attached hereto as Exhibit 4 .  The Servicing File retained by the Seller with respect to each Loan pursuant to this Agreement shall be appropriately identified in the Seller’s computer system to reflect clearly the sale of such related Loan to the Purchaser. The Seller shall release from its custody the contents of any Servicing File retained by it only in accordance with this Agreement.

In addition, in connection with the assignment of any MERS Loan, the Seller agrees that on or prior to each Closing Date it will cause, at its own expense, the MERS System to indicate that the related Loans have been assigned by the Seller to the Purchaser in accordance with this Agreement by including in such computer files the information required by the MERS System to identify the Purchaser as owner of such Loans.

Subsection 6.02.

Books and Records .  

Record title to each Note and the related Mortgage as of the related Closing Date shall be in the name of the Seller, the Purchaser or one or more designees of the Purchaser, as the Purchaser shall designate. Notwithstanding the foregoing, beneficial ownership of each Note and the related Mortgage shall be vested solely in the Purchaser. All rights arising out of the Loans including, but not limited to, all funds received by the Seller after the related Cut-off Date on or in connection with a Loan as provided in Section 4 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 Loan as provided in Section 4 shall be received and held by the Seller in trust for the benefit of the Purchaser as the owner of the 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 Loans by the Seller and not a pledge of the Loans by the Seller to the Purchaser to secure a debt or other obligation of the Seller. Consequently, the sale of each Loan shall be reflected as a sale on the Seller’s business records, tax returns and financial statements.

Subsection 6.03.

Delivery of Loan Documents .

The Seller shall from time to time in connection with each Closing Date, at least five(5) Business Days prior to such Closing Date, deliver and release to the Custodian the Loan Documents with respect to each Loan to be purchased and sold on the related Closing Date and set forth on the related Loan Schedule.

The Custodian shall certify its receipt of all such Loan Documents for the related Closing Date, as evidenced by a trust receipt and initial certification of the Custodian delivered to the Initial Purchaser. The fees and expenses of the Custodian shall be paid by the Purchaser.

The Seller shall forward to the Custodian original documents evidencing an assumption, modification, consolidation or extension of any Loan entered into in accordance with this Agreement within two weeks of their execution, provided, however, that the Seller shall provide the Custodian with a certified true copy of any such document submitted for recordation within two weeks of its execution.

The Seller shall provide the original of any document submitted for recordation promptly upon return of such document from the applicable recording office and in no event later than 180 days following the related Closing Date, or in the case of an assumption, modification, consolidation or extension pursuant to the preceding paragraph, 180 days following the date of submission of such document to the applicable recording office for recordation.  The Seller shall provide an original mortgagee title insurance policy meeting the requirements of this Agreement promptly upon the issuance thereof and in no event later than 180 days following the related Closing Date.  To the extent that the Seller fails to provide any such original document within the time period set forth herein, and such failure materially and adversely affects the value of the Loan or the Purchaser’s interest in the Loan, the Purchaser may demand, and shall have the right to, a remedy as for a breach pursuant to Subsection 7.03 hereof (it being understood that any cure period set forth in Subsection 7.03 shall be deemed to have expired).

In the event that new, replacement, substitute or additional Stock Certificates are issued with respect to existing Cooperative Shares, the Seller shall within ten (10) Business Days deliver to the Custodian the new Stock Certificates, together with the related Stock Powers in blank.  Such new Stock Certificates shall be subject to the related Pledge Instruments and shall be subject to all of the terms, covenants and conditions of this Agreement.

SECTION 7.

Representations, Warranties and Covenants; Remedies for Breach .

Subsection 7.01.

Representations and Warranties Respecting the Seller .

The Seller represents, warrants and covenants to the Purchaser as of the initial Closing Date and each subsequent Closing Date or as of such date specifically provided herein or in the applicable Assignment and Conveyance:

(i)

The Seller is duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization and has all licenses necessary to carry on its business as now being conducted. It is licensed in, qualified to transact business in and is in good standing under the laws of the state in which any Mortgaged Property or Cooperative Apartment is located except where the failure to be so licensed and qualified would not have a material adverse effect on the Seller’s business or operations or the enforceability of any Loan or the Seller’s ability to service such Loan in accordance with the terms of this Agreement. No licenses or approvals obtained by Seller have been suspended or revoked by any court, administrative agency, arbitrator or governmental body and no proceedings are pending which might result in such suspension or revocation;

(ii)

The Seller has the full power and authority to hold each Loan, to sell each Loan, and to execute, deliver and perform, and to enter into and consummate, all transactions contemplated by this Agreement. The Seller has duly authorized the execution, delivery and performance of this Agreement, has duly executed and delivered this Agreement, and this Agreement, assuming due authorization, execution and delivery by the Purchaser, constitutes a legal, valid and binding obligation of the Seller, enforceable against it in accordance with its terms except as the enforceability thereof may be limited by bankruptcy, insolvency or reorganization;

(iii)

The execution and delivery of this Agreement by the Seller and the performance of and compliance with the terms of this Agreement do not and will not violate the Seller’s charter or by-laws or constitute a default under or result in a breach or acceleration of, any material contract, agreement or other instrument to which the Seller is a party or which may be applicable to the Seller or its assets;

(iv)

The Seller is not in violation of, and the execution and delivery of this Agreement by the Seller and its performance and compliance with the terms of this Agreement will not constitute a violation with respect to, any order or decree of any court or any order or regulation of any federal, state, municipal or governmental agency having jurisdiction over the Seller or its assets, which violation might have consequences that would materially and adversely affect the condition (financial or otherwise) or the operation of the Seller or its assets or might have consequences that would materially and adversely affect the performance of its obligations and duties hereunder;

(v)

The Seller is an approved seller/servicer for Fannie Mae and Freddie Mac in good standing and is a HUD approved mortgagee pursuant to Section 203 of the National Housing Act. No event has occurred, including but not limited to a change in insurance coverage, which would make the Seller unable to comply with Fannie Mae, Freddie Mac or HUD eligibility requirements or which would require notification to Fannie Mae, Freddie Mac or HUD;

(vi)

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;

(vii)

The Note, the Mortgage, the Assignment of Mortgage and any other documents required to be delivered with respect to each Loan pursuant to this Agreement, have been delivered to the Custodian all in compliance with the specific requirements of this Agreement. With respect to each Loan, the Seller is in possession of a complete Loan File in compliance with Exhibit 5 , except for such documents as have been delivered to the Custodian;

(viii)

Immediately following receipt of the Purchase Price for each Loan, the Purchaser shall be the owner of the related Mortgage and the indebtedness evidenced by the related Note and upon the payment of the Purchase Price by the Purchaser, in the event that the Seller retains record title, the Seller shall retain such record title in trust for the Purchaser as the owner thereof and only for the purpose of servicing and supervising the servicing of each Loan;

(ix)

There are no actions or proceedings against, or investigations of, the Seller before any court, administrative or other tribunal (A) that might prohibit its entering into this Agreement, (B) seeking to prevent the sale of the Loans or the consummation of the transactions contemplated by this Agreement or (C) that might prohibit or materially and adversely affect the performance by the Seller of its obligations under, or the validity or enforceability of, this Agreement;

(x)

No consent, approval, authorization or order of any court or governmental agency or body is required for the execution, delivery and performance by the Seller of, or compliance by the Seller with, this Agreement or the consummation of the transactions contemplated by this Agreement, except for such consents, approvals, authorizations or orders, if any, that have been obtained prior to the related Closing Date;

(xi)

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 Notes and the Mortgages by the Seller pursuant to this Agreement are not subject to the bulk transfer or any similar statutory provisions;

(xii)

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

(xiii)

The origination, servicing and collection practices used by the Seller (and by any prior originator or servicer) with respect to each Note and Mortgage have been in all respects legal, proper, prudent and customary in the mortgage origination and servicing industry and have been in accordance with Accepted Servicing Practices. The Loan has been serviced by the Seller and any predecessor servicer in accordance with the terms of the Note. With respect to escrow deposits and Escrow Payments, if any, 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. No escrow deposits or Escrow Payments or other charges or payments due the Seller have been capitalized under any Mortgage or the related Note and no such escrow deposits or Escrow Payments are being held by the Seller for any work on a Mortgaged Property or, in the case of a Cooperative Loan, the Cooperative Apartment, which has not been completed;

(xiv)

The transfer of the Loans shall be treated as a sale on the books and records of the Seller, and the Seller has determined that, and will treat, the disposition of the Loans pursuant to this Agreement for tax and accounting purposes as a sale. The Seller shall maintain a complete set of books and records for each Loan which shall be clearly marked to reflect the ownership of such Loan by the Purchaser;

(xv)

The consideration received by the Seller upon the sale of the Loans constitutes fair consideration and reasonably equivalent value for such Loan;

(xvi)

The Seller is solvent and will not be rendered insolvent by the consummation of the transactions contemplated hereby. The Seller is not transferring any Loan with any intent to hinder; delay or defraud any of its creditors;

(xvii)

The information delivered by the Seller to the Purchaser with respect to the Seller’s loan loss, foreclosure and delinquency experience for the twelve (12) months immediately preceding the Initial Closing Date on loans underwritten to the same standards as the Loans and covering properties similar to the Mortgaged Properties, is true and correct in all material respects; and

(xviii)

If the Seller is or becomes a member of MERS, the Seller is 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 Loans for as long as such Loans are registered with MERS.

Subsection 7.02.

Representations and Warranties Regarding Individual Loans .

The Seller hereby represents and warrants to the Purchaser that, as to each Loan, as of the related Closing Date (or such other date specified herein) for such Loan:

(i)

The information set forth in the related Loan Schedule is complete, true and correct as of the related Cut-off Date;

(ii)

The Loan is in compliance with all requirements set forth in the related Confirmation, and the characteristics of the related Loan Package as set forth in the related Confirmation are true and correct;

(iii)

All payments required to be made prior to the related Cut-off Date for such Loan have been made; the Seller has not advanced funds, or induced, solicited or knowingly received any advance of funds from a party other than the owner of the related Mortgaged Property, directly or indirectly, for the payment of any amount required by the Note or Mortgage; other than disclosed on the related Loan Schedule, there has been no delinquency, exclusive of any period of grace, in any payment by the Borrower thereunder during the last twelve months; no Borrower has been sixty days past due on a payment on a Loan at any time during the twelve month period prior to the related Closing Date; and, if the Loan is a Cooperative Loan, no foreclosure action or private or public sale under the Uniform Commercial Code has ever been threatened or commenced with respect to the Cooperative Loan;

(iv)

There are no delinquent taxes, ground rents, water charges, sewer rents, assessments, insurance premiums, leasehold payments, including assessments payable in future installments or other outstanding charges affecting the related Mortgaged Property, Cooperative Apartment or Project;

(v)

The terms of the Note, the Mortgage and, with respect to each Cooperative Loan, the Pledge Agreement, the Proprietary Lease, and the Pledge Instruments, have not been impaired, waived, altered or modified in any respect, except by written instruments, recorded in the applicable public recording office if necessary to maintain the lien priority of the Mortgage, and which have been delivered to the Custodian; the substance of any such waiver, alteration or modification has been approved by the insurer under the Primary Insurance Policy or LPMI Policy, if any, and the title insurer, to the extent required by the related policy, and is reflected on the related Loan Schedule. No instrument of waiver, alteration or modification has been executed, and no Borrower has been released, in whole or in part, except in connection with an assumption agreement approved by the insurer under the Primary Insurance Policy or LPMI Policy, if any, and the title insurer, to the extent required by the policy, and which assumption agreement has been delivered to the Custodian and the terms of which are reflected in the related Loan Schedule. The Financing Statements with respect to each Cooperative Loan are in full force and effect;

(vi)

The Note and the Mortgage are not subject to any right of rescission, set-off, counterclaim or defense, including the defense of usury, nor will the operation of any of the terms of the Note or the Mortgage or the exercise of any right thereunder, render the Mortgage or unenforceable, in whole or in part, or subject to any right of rescission, set-off, counterclaim or defense, including the defense of usury and no such right of rescission, set-off, counterclaim or defense has been asserted with respect thereto;

(vii)

With respect to each Loan that is not a Cooperative Loan, each building upon the Mortgaged Property and with respect to each Coopertive Loan, the Project, is insured by an insurer acceptable to Fannie Mae or Freddie Mac against loss by fire, hazards of extended coverage and such other hazards as are customary in the area where the Mortgaged Property or Project, as applicable, is located, pursuant to insurance policies conforming to the requirements of the Servicing Addendum. All such insurance policies contain a standard mortgagee clause naming the Seller, its successors and assigns as mortgagee and all premiums thereon have been paid. If the Mortgaged Property or Project, as applicable, is in an area identified on a Flood Hazard Map or Flood Insurance Rate Map issued by the Federal Emergency Management Agency as having special flood hazards (and such flood insurance has been made available) a flood insurance policy meeting the requirements of the current guidelines of the Federal Insurance Administration is in effect which policy conforms to the requirements of Fannie Mae and Freddie Mac. The Mortgage obligates the Borrower thereunder to maintain all such insurance at the Borrower’s cost and expense, and on the Borrower’s failure to do so, authorizes the holder of the Mortgage to maintain such insurance at Borrower’s cost and expense and to seek reimbursement therefor from the Borrower. No prior holder of the related Mortgage, including the Seller, has done, by act or omission, anything which would impair the coverage of such insurance policies;

(viii)

Each Loan and, if any, the related prepayment penalty complied in all material respects with any and all requirements of any federal, state or local law including, without limitation, usury, truth in lending, real estate settlement procedures, consumer credit protection, equal credit opportunity, fair housing, disclosure, or predatory, fair and abusive lending laws applicable to the origination and servicing of loans of a type similar to the Loans and the consummation of the transactions contemplated hereby will not involve the violation of any such laws;

(ix)

The Mortgage has not been satisfied, cancelled, 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 satisfaction, cancellation, subordination, rescission or release;

(x)

The Mortgage (including any Negative Amortization which may arise thereunder) is a valid, existing and enforceable first lien on the Mortgaged Property, including all improvements on the Mortgaged Property or Cooperative Apartment, as applicable, subject only to (a) the lien of current real property taxes and assessments not yet due and payable, (b) covenants, conditions and restrictions, rights of way, easements and other matters of the public record as of the date of recording being acceptable to mortgage lending institutions generally and specifically referred to in the lender’s title insurance policy delivered to the originator of the Loan and which do not adversely affect the Appraised Value of the Mortgaged Property or Cooperative Apartment, as applicable, and (c) 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 or Cooperative Apartment, as applicable. Any security agreement, chattel mortgage or equivalent document related to and delivered in connection with the Loan establishes and creates a valid, existing and enforceable 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;

(xi)

The Note and the related Mortgage are genuine and each is the legal, valid and binding obligation of the maker thereof, enforceable in accordance with its terms;

(xii)

All parties to the Note and the Mortgage had legal capacity to enter into the Loan and to execute and deliver the Note and the Mortgage, and the Note and the Mortgage have been duly and properly executed by such parties. With respect to each Cooperative Loan, all parties to the Note and the Pledge Agreement had legal capacity to execute and deliver the Note, the Pledge Agreement, the Proprietary Lease, the Stock Power, the Recognition Agreement, the Financing Statement and the Assignment of the Proprietary Lease and such documents have been duly and properly executed by such parties.  Each Stock Power (i) has all signatures guaranteed or (ii) if all signatures are not guaranteed, then such Cooperative Shares will be transferred by the stock transfer agent of the Cooperative if the Seller undertakes to convert the ownership of the collateral securing the related Cooperative Loan.  The Borrower is either a natural person or an inter vivos trust acceptable under the Fannie Mae Guides;

(xiii)

The proceeds of the Loan have been fully disbursed to or for the account of the Borrower and there is no obligation for the Mortgagee to advance additional funds 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 Loan and the recording of the Mortgage have been paid, and the Borrower is not entitled to any refund of any amounts paid or due to the Mortgagee pursuant to the Note or Mortgage;

(xiv)

The Seller is the sole legal, beneficial and equitable owner of the Note and the Mortgage and has full right to transfer and sell the Loan to the Purchaser free and clear of any encumbrance, equity, lien, pledge, charge, claim or security interest;

(xv)

All parties which have had any interest in the Loan, whether as mortgagee, assignee or otherwise, are (or, during the period in which they held and disposed of such interest, were) in compliance with any and all applicable “doing business” and licensing requirements of the laws of the state wherein the Mortgaged Property or Cooperative Apartment, as applicable, is located;

(xvi)

The Loan is covered by an ALTA lender’s title insurance policy (which, in the case of an Adjustable Rate Loan has an adjustable rate mortgage endorsement in the form of ALTA 6.0 or 6.1) acceptable to Fannie Mae or Freddie Mac, issued by a title insurer acceptable to Fannie Mae or Freddie Mac and qualified to do business in the jurisdiction where the Mortgaged Property is located, insuring (subject to the exceptions contained in (x)(a) and (b) above) the Seller, its successors and assigns as to the first priority lien of the Mortgage in the original principal amount of the Loan (including, if the Loan provides for Negative Amortization, the maximum amount of Negative Amortization in accordance with the Mortgage) and, with respect to any Adjustable Rate Loan, against any loss by reason of the invalidity or unenforceability of the lien resulting from the provisions of the Mortgage providing for adjustment in the Loan Interest Rate and Monthly Payment and Negative Amortization provisions of the Mortgage Note. Additionally, such lender’s title insurance policy affirmatively insures ingress and egress to and from the Mortgaged Property, and against encroachments by or upon the Mortgaged Property or any interest therein. The Seller is the sole insured of such lender’s title insurance policy, and such lender’s title insurance policy is in full force and effect and will be in full 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;

(xvii)

There is no default, breach, violation or event of acceleration existing under the Note, the Mortgage or, if applicable, the Proprietary Lease, and no event which, with the passage of time or with notice and the expiration of any grace or cure period, would constitute a default, breach, violation or event of acceleration, and the Seller has not waived any default, breach, violation or event of acceleration;

(xviii)

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 lien) affecting the related Mortgaged Property which are or may be liens prior to, or equal or coordinate with, the lien of the related Mortgage;

(xix)

All improvements which were considered in determining the Appraised Value of the related 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 unless otherwise disclosed and are affirmatively insured by the title insurance policy referred to in (xvi) above;

(xx)

The Loan was originated by a mortgagee approved as such by the Secretary of HUD pursuant to Section 203 and 211 of the National Housing Act, a savings and loan association, a savings bank, a commercial bank or similar banking institution which is supervised and examined by a federal or state authority;

(xxi)

Principal payments on the Loan commenced no more than sixty days after the proceeds of the Loan were disbursed. The Loan bears interest at the Loan Interest Rate. With respect to each Loan which is not a Negative Amortization Loan, the Mortgage Note is payable on the first day of each month in Monthly Payments, which, (A) in the case of a Fixed Rate Loan, are sufficient to fully amortize the original principal balance over the original term thereof (other than with respect to a Loan identified on the related Loan Schedule as an interest-only Loan during the interest-only period or a Loan which is identified on the related Loan Schedule as a Balloon Mortgage Loan) and to pay interest at the related Loan Interest Rate, (B) in the case of an Adjustable Rate Loan, are changed on each Adjustment Date, and in any case, are sufficient to fully amortize the original principal balance over the original term thereof (other than with respect to a Loan identified on the related Loan Schedule as an interest-only Loan during the interest-only period or a Loan which is identified on the related Loan Schedule as a Balloon Mortgage Loan), and (C) in the case of a Balloon Mortgage Loan, are based on a fifteen (15) or thirty (30) year amortization schedule, as set forth in the related Mortgage Note, and a final monthly payment substantially greater than the preceding monthly payment which is sufficient to amortize the remaining principal balance of the Balloon Mortgage Loan and to pay interest at the related Mortgage Interest Rate.  No Balloon Mortgage Loan has an original stated maturity of less than seven (7) years.  With respect to each Negative Amortization Loan, the related Mortgage Note requires a Monthly Payment which is sufficient during the period following each Payment Adjustment Date, to fully amortize the outstanding principal balance as of the first day of such period (including any Negative Amortization) over the then remaining term of such Mortgage Note and to pay interest at the related Mortgage Interest Rate; provided, that the Monthly Payment shall not increase to an amount that exceeds 107.5% of the amount of the Monthly Payment that was due immediately prior to the Payment Adjustment Date; provided, further, that the payment adjustment cap shall not be applicable with respect to the adjustment made to the Monthly Payment that occurs in a year in which the Loan has been outstanding for a multiple of five (5) years and in any such year the Monthly Payment shall be adjusted to fully amortize the Loan over the remaining term.  With respect to each Loan identified on the Loan Schedule as an interest-only Loan, the interest-only period does not exceed fifteen (15) years (or such lesser period specified on the Loan Schedule) and following the expiration of such interest-only period, the remaining Monthly Payments shall be sufficient to fully amortize the original principal balance over the remaining term of the Loan.  The Index for each Adjustable Rate Loan is as defined in the related Confirmation and set forth in the related Loan Schedule.  No Loan provides for the capitalization or forbearance of interest.  No Loan is a Convertible Loan;

(xxii)

With respect to each Loan, the Mortgaged Property, and with respect to each Cooperative Loan, the related Cooperative Apartment and Project, is free of damage and waste and there is no proceeding pending for the total or partial condemnation thereof;

(xxiii)

The Mortgage and related Note contain customary and enforceable provisions such as to render the rights and remedies of the holder thereof adequate for the realization against the Mortgaged Property of the benefits of the security provided thereby, including, (a) in the case of a Mortgage designated as a deed of trust, by trustee’s sale, and (b) otherwise by judicial foreclosure. The Borrower has not filed for protection under applicable bankruptcy laws since the origination of the Loan.  There is no homestead or other exemption available to the Borrower which would interfere with the right to sell the Mortgaged Property at a trustee’s sale or the right to foreclose the Mortgage. The Borrower has not notified the Seller requesting relief under the Soldiers’ and Sailors’ Civil Relief Act of 1940 or the Servicemembers Civil Relief Act, and the Seller has no knowledge of any relief requested or allowed to the Borrower under the Soldiers’ and Sailors’ Civil Relief Act of 1940 or the Servicemembers Civil Relief Act or any similar state laws;

(xxiv)

The Loan complies with the underwriting guidelines of the Seller subject to the exception guidelines and processes they include.  Such underwriting standards have been provided to the Purchaser prior to the related Closing Date.  The Note and Mortgage are on forms substantially similar to forms acceptable to Fannie Mae and Freddie Mac;

(xxv)

The 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 (x) above;

(xxvi)

The Loan File contains an appraisal of the related Mortgaged Property which is on appraisal form 1004 or form 2055 with an interior inspection, which satisfied the standards of Fannie Mae or Freddie Mac and was made and signed, prior to the approval of the Loan application, by a qualified appraiser, who had no interest, direct or indirect in the Mortgaged Property or in any loan made on the security thereof; whose compensation is not affected by the approval or disapproval of the Loan and who met the minimum qualifications of Fannie Mae or Freddie Mac. Each appraisal of the Loan was made in accordance with the relevant provisions of the Financial Institutions Reform, Recovery, and Enforcement Act of 1989;

(xxvii)

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

(xxviii)

No Loan contains provisions pursuant to which Monthly Payments are (a) paid or partially paid with funds deposited in any separate account established by the Seller, the Borrower, or anyone on behalf of the Borrower or (b) paid by any source other than the Borrower. The Loan is not a graduated payment loan and the Loan does not have a shared appreciation or other contingent interest feature.  No Loan contains any provisions which may constitute buydown provisions;

(xxix)

The Borrower has executed a statement to the effect that the Borrower has received all disclosure materials required by applicable law with respect to the making of fixed rate loans in the case of Fixed Rate Loans, and adjustable rate loans in the case of Adjustable Rate Loans and rescission materials with respect to Refinanced Loans, and such statement is and will remain in the Loan File;

(xxx)

No Loan was made in connection with (a) the construction or rehabilitation of a Mortgaged Property unless the related Loan has converted to a permanent closed-end fully amortizing Loan and a completion certificate has been issued with respect to the related Mortgaged Property or (b) facilitating the trade-in or exchange of a Mortgaged Property;

(xxxi)

The Seller has no knowledge of any circumstances or condition with respect to the Mortgaged Property, the Borrower, the Borrower’s credit standing, the Cooperative Apartment, the Project or the Mortgage that can reasonably be expected to cause the Loan to be an unacceptable investment, cause the Loan to become delinquent, or adversely affect the value of the Loan;

(xxxii)

Each Loan with an LTV at origination in excess of 80% is and will be subject to a Primary Insurance Policy or LPMI Policy, as identified on the related Loan Schedule, issued by a Qualified Insurer, which insures that portion of the Loan in excess of the portion of the Appraised Value of the Mortgaged Property required by Fannie Mae or Freddie Mac. All provisions of such policy have been and are being complied with, such policy is in full force and effect, and all premiums due thereunder have been paid. Any Mortgage subject to any Primary Insurance Policy obligates the Borrower thereunder to maintain such insurance and to pay all premiums and charges in connection therewith. No Loan requires payment of such Primary Insurance Policy premiums, in whole or in part, by the Purchaser. The Loan Interest Rate for the Loan does not include any Primary Insurance Policy or LPMI Policy insurance premium.  No Loan had an LTV at origination in excess of 95%;

(xxxiii)

The Mortgaged Property or, with respect to a Cooperative Loan, the Cooperative Apartment, 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 or, with respect to a Cooperative Loan, the Cooperative Apartment and the Project, and, with respect to the use and occupancy of the same, including but not limited to certificates of occupancy, have been made or obtained from the appropriate authorities;

(xxxiv)

No error, omission, misrepresentation, negligence, fraud or similar occurrence with respect to a Loan has taken place on the part of any person, including without limitation the Borrower, any appraiser, any builder or developer, or any other party involved in the origination of the Loan or in the application of any insurance in relation to such Loan;

(xxxv)

With respect to each Loan that is not a Cooperative Loan, the Assignment of Mortgage is in recordable form and is acceptable for recording under the laws of the jurisdiction in which the Mortgaged Property is located; With respect to each Cooperative Loan, the Assignment of Note and Pledge Agreement is in recordable form and is acceptable for recording under the laws of the jurisdiction in which the Cooperative Apartment is located;

(xxxvi)

Any principal advances made to the Borrower prior to the 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 title evidence acceptable to Fannie Mae or Freddie Mac. The consolidated principal amount does not exceed the original principal amount of the Loan plus any Negative Amortization;

(xxxvii)

[Reserved];

(xxxviii)

If the Residential Dwelling on the Mortgaged Property is a condominium unit or unit in a planned unit development (other than a de minimis planned unit development) such condominium or planned unit development project meets the eligibility requirements of Fannie Mae and Freddie Mac;

(xxxix)

Each Loan constitutes a qualified mortgage under Section 860(a)(3)(A) of the Code and Treasury Regulations Section 1.860G-2(a)(1);

(xl)

No Loan is (a) subject to, covered by or in violation of the Home Ownership and Equity Protection Act of 1994 (“HOEPA”), (b) classified as “high cost,” “covered,” “high risk home”, “threshold”, or “predatory” loans under HOEPA or any other applicable state, federal or local law, including any predatory or abusive lending laws (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), (c) a High Cost Loan or Covered Loan, as applicable (as such terms are defined in the current Standard & Poor’s LEVELS® Glossary, Appendix E) or (d) in violation of any state law or ordinance comparable to HOEPA.  No Loan (including purchase money loans or refinance transactions) has an “annual percentage rate” or “total points and fees” payable by the Borrower (as each such term is defined under HOEPA) that equal or exceed the applicable thresholds defined under HOEPA (Section 32 of Regulation Z, 12 C.F.R. Section 226.32(a)(1)(i) and (ii));

(xli)

No Borrower was required to purchase any credit life, disability, accident, unemployment, property or health insurance product or debt cancellation agreement as a condition of obtaining the extension of credit.  No Borrower obtained a prepaid single premium credit life, disability, unemployment, property, mortgage, accident or health insurance policy in connection with the origination of the Loan.  No proceeds from any Loan were used to finance or purchase single-premium credit insurance policies or debt cancellation agreements as part of the origination of or as a condition to closing, such Loan;

(xlii)

Interest on each Loan is calculated on the basis of a 360-day year consisting of twelve 30-day months;

(xliii)

The Mortgaged Property and, in the case of a Cooperative Loan, the Cooperative Apartment and Project, is in compliance with all applicable environmental laws pertaining to environmental hazards including, without limitation, asbestos, and neither the Seller nor, to the Seller’s knowledge, the related Borrower, has received any notice of any violation or potential violation of such law;

(xliv)

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

(xlv)

Except as set forth on the related Loan Schedule, none of the Loans are subject to a prepayment penalty. For any Loan that is subject to a prepayment penalty, such prepayment penalty does not extend beyond five years after the date of origination.  Any such prepayment penalty is permissible and enforceable in accordance with its terms upon the mortgagor’s full and voluntary principal prepayment under applicable law, except to the extent that: the enforceability thereof may be limited by bankruptcy, insolvency, moratorium, receivership and other similar laws relating to creditors' rights; the collectability thereof may be limited due to acceleration in connection with a foreclosure or other involuntary prepayment; or subsequent changes in applicable law may limit or prohibit enforceability thereof under applicable law.  With respect to any Loan that contains a provision permitting imposition of a penalty upon a prepayment prior to maturity: (i) the Loan provides some benefit to the Borrower (e.g., a rate or fee reduction) in exchange for accepting such prepayment penalty; (ii) the Loan’s originator had a written policy of offering the Borrower, or requiring third-party brokers to offer the Borrower, the option of obtaining a Loan that did not require payment of such a prepayment penalty and the Borrower was offered such a product by the Loan’s originator; (iii) the prepayment penalty was adequately disclosed to the Borrower in the loan documents pursuant to applicable state and federal law; and (iv) such prepayment penalty shall not be imposed in any instance where the Loan is accelerated or paid off in connection with the workout of a delinquent mortgage or due to the Borrower’s default, notwithstanding that the terms of the Loan or state or federal law might permit the imposition of such prepayment penalty;

(xlvi)

The Seller has complied with all applicable anti-money laundering laws and regulations, including without limitation the USA Patriot Act of 200l (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 Loan for purposes of the Anti-Money Laundering Laws, including with respect to the legitimacy of the applicable Borrower and the origin of the assets used by the said Borrower to purchase the property in question, and maintains, and will maintain, sufficient information to identify the applicable Borrower for purposes of the Anti-Money Laundering Laws.  No Loan is subject to nullification pursuant to Executive Order 13224 (the “Executive Order”) or the regulations promulgated by the Office of Foreign Assets Control of the United States Department of the Treasury (the “OFAC Regulations”) or in violation of the Executive Order or the OFAC Regulations, and no Borrower is subject to the provisions of such Executive Order or the OFAC Regulations nor listed as a “blocked person” for purposes of the OFAC Regulations;

(xlvii)

With respect to each Loan secured in whole or in part by the interest of the Borrower as a lessee under a ground lease of a Mortgaged Property (a “Ground Lease”) the real property securing such Loan is located in a jurisdiction in which the use of leasehold estates for residential properties is a widely-accepted practice and:

(a)

The Borrower is the owner of a valid and subsisting interest as tenant under the Ground Lease;

(b)

The Ground Lease is in full force and effect, unmodified and not supplemented by any writing or otherwise;

(c)

The mortgagor is not in default under any of the terms thereof and there are no circumstances which, with the passage of time or the giving of notice or both, would constitute an event of default thereunder;

(d)

The lessor under the Ground Lease is not in default under any of the terms or provisions thereof on the part of the lessor to be observed or performed;

(e)

The term of the Ground Lease exceeds the maturity date of the related Loan by at least five years;

(f)

The Ground Lease or a memorandum thereof has been recorded and by its terms permits the leasehold estate to be mortgaged.  The Ground Lease grants any leasehold mortgagee standard protection necessary to protect the security of a leasehold mortgagee;

(g)

The Ground Lease does not contain any default provisions that could give rise to forfeiture or termination of the Ground Lease except for the non-payment of the Ground Lease rents;

(h)

The execution, delivery and performance of the Mortgage do not require the consent (other than those consents which have been obtained and are in full force and effect) under, and will not contravene any provision of or cause a default under, the Ground Lease; and

(i)

The Ground Lease provides that the leasehold can be transferred, mortgaged and sublet an unlimited number of times either without restriction or on payment of a reasonable fee and delivery of reasonable documentation to the lessor.

(xlviii)

No predatory or deceptive lending practices, including but not limited to, the extension of credit to the applicable Borrower without regard for said Borrower’s ability to repay the Loan and the extension of credit to said Borrower which has no apparent benefit to said Borrower, were employed by the originator of the Loan in connection with the origination of the Loan. Each Loan is in compliance with the anti-predatory lending eligibility for purchase requirements of the Fannie Mae Guides;

(xlix)

No Loan is a “High Cost Home Loan” as defined in the Georgia Fair Lending Act, as amended (the “Georgia Act”) or the New York Banking Law 6-1.  No Loan secured by owner occupied real property or an owner occupied manufactured home located in the State of Georgia was originated (or modified) on or after October 1, 2002 through and including March 6, 2003;

(l)

No Borrower was encouraged or required to select a Loan product offered by the Loan’s originator which is a higher cost product designed for less creditworthy borrowers, taking into account such facts as, without limitation, the mortgage loan’s requirements and the Borrower’s credit history, income, assets and liabilities.  Any Borrower who sought financing through Loan originator’s higher-priced subprime lending channel was directed towards or offered the Loan originator’s standard mortgage line if the Borrower was able to qualify for one of the standard products.  If, at the time of loan application, the Borrower may have qualified for a lower cost credit product then offered by any mortgage lending affiliate of the Loan’s originator, the Loan’s originator referred the Borrower’s application to such affiliate for underwriting consideration;

(li)

The methodology used in underwriting the extension of credit for each Loan did not rely solely on the extent of the Borrower’s equity in the collateral as the principal determining factor in approving such extension of credit.  The methodology employed objective criteria such as the Borrower’s income, assets and liabilities, to the proposed mortgage payment and, based on such methodology, the Loan’s originator made a reasonable determination that at the time of origination the Borrower had the ability to make timely payments on the Loan;

(lii)

All points and fees related to each Loan were disclosed in writing to the Borrower in accordance with applicable state and federal law and regulation. No Borrower was charged “points and fees” (whether or not financed) in an amount that exceeds the greater of (1) 5% of the principal amount of such Loan (such 5% limitation is calculated in accordance with Fannie Mae’s requirements as set forth in the Fannie Mae Selling Guide) or (2) $1,000;

(liii)

All points, fees and charges (including finance charges) and whether or not financed, assessed, collected or to be collected in connection with the origination and servicing of each Loan has been disclosed in writing to the Borrower in accordance with applicable state and federal law and regulation;

(liv)

The Seller will transmit full-file credit reporting data for each Loan pursuant to Fannie Mae Guide Announcement 95-19 and for each Loan, Seller agrees it shall report one of the following statuses each month as follows: new origination, current, delinquent (30-, 60-, 90-days, etc.), foreclosed, or charged-off;

(lv)

No Loan is a “High-Cost Home Loan” as defined in the New Jersey Home Ownership Security Act of 2002 (the “NJ Act”); and each Loan subject to the NJ Act is considered under the NJ Act as, either, a (1) purchase money Home Loan, (2) purchase money Covered Loan (with respect to Loans which were originated between November 26, 2003 and July 7, 2004), or (3) a rate/term refinance Home Loan;

(lvi)

No Borrower agreed in the Mortgage or the related Mortgage Note to submit to mandatory arbitration to resolve any dispute arising out of or relating in any way to the Loan transaction;

(lvii)

The Borrower has not made or caused to be made any payment in the nature of an ‘average’ or ‘yield spread premium’ to a mortgage broker or a like Person which has not been fully disclosed to the Borrower;

(lviii)

No Loan secured by a Mortgaged Property located in the Commonwealth of Massachusetts was made to pay off or refinance an existing loan or other debt of the related borrower (as the term "borrower" is defined in the regulations promulgated by the Massachusetts Secretary of State in connection with the Massachusetts General Laws Chapter 183, Section 28C) unless (a) the related Loan Interest Rate (that would be effective once the introductory rate expires, with respect to Adjustable Rate Loans) did or would not exceed by more than 2.50% the yield on United States Treasury securities having comparable periods of maturity to the maturity of the related Loan as of the fifteenth day of the month immediately preceding the month in which the application for the extension of credit was received by the related lender or (b) the Loan is an “open-end home loan” (as such term is used in the Massachusetts General Laws Chapter 183, Section 28C or the regulations promulgated in connection therewith) and the related Note provides that the related Loan Interest Rate may not exceed at any time the Prime rate index as published in the Wall Street Journal plus a margin of one percent;

(lix)

With respect to each Cooperative Loan:

(a) the term of the related Proprietary Lease is longer than the term of the Cooperative Loan;

(b) there is no provision in any Proprietary Lease which requires the Borrower to offer for sale the Cooperative Shares owned by such Borrower first to the Cooperative;

(c) there is no prohibition in any Proprietary Lease against pledging the Cooperative Shares or assigning the Proprietary Lease;

(d) the Pledge Agreement contains an enforceable provision for the acceleration of the payment of the unpaid principal balance of the Note in the event the Cooperative Apartment is transferred or sold without the consent of the holder thereof; and

(e) a Cooperative Lien Search has been made by a company competent to make the same which company is acceptable to FNMA and qualified to do business in the jurisdiction where the Cooperative Apartment is located.

(lx)

No Borrower was charged “points and fees” in an amount greater than (a) $1,000 or (b) 5% of the principal amount of the related Loan, whichever is greater. For purposes of this representation, “points and fees” (x) include origination, underwriting, broker and finder’s fees and charges that the lender imposed as a condition of making the Loan, whether they are paid to the lender or a third party; and (y) exclude bona fide discount points, fees paid for actual services rendered in connection with the origination of the Mortgage (such as attorneys’ fees, notaries fees and fees paid for property appraisals, credit reports, surveys, title examinations and extracts, flood and tax certifications, and home inspections); the cost of mortgage insurance or credit-risk price adjustments; the costs of title, hazard, and flood insurance policies; state and local transfer taxes or fees; escrow deposits for the future payment of taxes and insurance premiums; and other miscellaneous fees and charges, which miscellaneous fees and charges, in total, do not exceed 0.25 percent of the loan amount; and

(lxi)

With respect to each Loan, the related Residential Dwelling is not a manufactured housing unit.

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 Loans to the Purchaser and shall inure to the benefit of the Purchaser, notwithstanding any restrictive or qualified endorsement on any Note, Assignment of Mortgage or Assignment of Note and Pledge Agreement, or the examination or lack of examination of any Loan File. Upon discovery by either the Seller or the Purchaser of a breach of any of the foregoing representations and warranties which materially and adversely affects the value of the Loans or the interest of the Purchaser (or which materially and adversely affects the value of a Loan or the interests of the Purchaser in the related Loan in the case of a representation and warranty relating to a particular Loan), the party discovering such breach shall give prompt written notice to the other.

Within 60 days of 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 a Loan or the Loans, 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 Loan at the Repurchase Price; provided that the Purchaser’s demand for such repurchase shall be exercised within a reasonable amount of time from notice to the Purchaser of the related breach and expiration of the related cure period. In the event that a breach shall involve any representation or warranty set forth in Subsection 7.01 and such breach cannot be cured within 60 days of the earlier of either discovery by or notice to the Seller of such breach, such Loans effected by the breach shall, at the Purchaser’s option, be repurchased by the Seller at the Repurchase Price in order to cure such breach. The Seller shall, at the request of the Purchaser and assuming that Seller has a Qualified Substitute Loan, rather than repurchase the Loan as provided above, remove such Loan and substitute in its place a Qualified Substitute Loan or Loans; provided that such substitution shall be effected not later than 120 days after the related Closing Date. If the Seller has no Qualified Substitute Loan, it shall repurchase the deficient Loan. Any repurchase of a Loan(s) pursuant to the foregoing provisions of this Subsection 7.03 shall occur on a date designated by the Purchaser and shall be accomplished by deposit in the Custodial Account of the amount of the Repurchase Price for distribution to the Purchaser on the next scheduled Distribution Date.  It is understood by the parties hereto that a breach of the representations and warranties made in Subsections 7.02 (v), (viii), (xxxix), (xl), (xli), (xliv), (xlv), (xlix), (l), (li), (liii), (lvi), (lx) or (lxi) will be deemed to materially and adversely affect the value of the related Loan or the interest of the Purchaser therein.

At the time of repurchase of any deficient Loan, the Purchaser and the Seller shall arrange for the reassignment of the repurchased Loan to the Seller and the delivery to the Seller of any documents held by the Custodian relating to the repurchased Loan. In the event the Repurchase Price is deposited in the Custodial Account, the Seller shall, simultaneously with such deposit, give written notice to the Purchaser that such deposit has taken place. Upon such repurchase the related Loan Schedule shall be amended to reflect the withdrawal of the repurchased Loan from this Agreement.

As to any Deleted Loan for which the Seller substitutes a Qualified Substitute Loan or Loans, the Seller shall effect such substitution by delivering to the Purchaser for such Qualified Substitute Loan or Loans the Note, the Mortgage, the Assignment of Mortgage and such other documents and agreements as are required by this Agreement, with the Note endorsed as required therein. The Seller shall deposit in the Custodial Account the Monthly Payment less the Servicing Fee due on such Qualified Substitute Loan or Loans in the month following the date of such substitution. Monthly Payments due with respect to Qualified Substitute Loans in the month of substitution will be retained by the Seller. For the month of substitution, distributions to the Purchaser will include the Monthly Payment due on such Deleted 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 Loan. The Seller shall give written notice to the Purchaser that such substitution has taken place and shall amend the Loan Schedule to reflect the removal of such Deleted Loan from the terms of this Agreement and the substitution of the Qualified Substitute Loan. Upon such substitution, such Qualified Substitute Loan or Loans 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 Loan or Loans, as of the date of substitution, the covenants, representations and warranties set forth in Sections 7.01 and 7.02.

For any month in which the Seller substitutes one or more Qualified Substitute Loans for one or more Deleted Loans, the Seller will determine the amount (if any) by which the aggregate principal balance of all such Qualified Substitute Loans as of the date of substitution is less than the aggregate Stated Principal Balance of all such Deleted Loans (after application of scheduled principal payments due in the month of substitution). An amount equal to the product of the amount of such shortfall multiplied by the percentage of par set forth in the definition of “Repurchase Price” shall be distributed by the Seller in the month of substitution pursuant to the Servicing Addendum. Accordingly, on the date of such substitution, the Seller will deposit from its own funds into the Custodial Account an amount equal to such amount.

Notwithstanding the foregoing, within 90 days of the earlier of discovery by the Seller or receipt of notice by the Seller of a breach of any representation or warranty by the Seller which materially and adversely affects the interests of the Purchaser in any prepayment charge or penalty, the Seller shall pay the amount of such prepayment charge or penalty to the Purchaser.

In addition to such cure, repurchase, payment and substitution obligations, the Seller shall indemnify the Purchaser and hold it harmless against any losses, damages, penalties, fines, forfeitures, reasonable and necessary legal fees and related costs, judgments, and other costs and expenses resulting from any claim, demand, defense or assertion based on or grounded upon, or resulting from, a breach of the Seller’s representations and warranties contained in this Section 7. It is understood and agreed that the obligations of the Seller set forth in this Subsection 7.03 to cure or repurchase a defective Loan, to pay the amount of certain prepayment penalties and to indemnify the Purchaser as provided in this Subsection 7.03 constitute the sole remedies of the Purchaser respecting a breach of the foregoing representations and warranties.

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 or 7.02 shall accrue as to any 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 or repurchase such Loan as specified above, and (iii) demand upon the Seller by the Purchaser for compliance with the relevant provisions of this Agreement.

Subsection 7.04.

Repurchase of Convertible Loans .

In the event the Borrower under any Convertible Loan elects to convert said Note to a fixed interest rate Note, as provided in said Note, then the Seller shall, prior to the effective date of said conversion, repurchase such Convertible Loan from the Purchaser in accordance with Subsection 7.03 hereof. In connection with any such repurchase, if the record title to the related Mortgage is not in the name of the Seller, then the Purchaser agrees to pay the recording costs to transfer the record title of the Mortgage to the Seller.

Subsection 7.05.

Repurchase of Certain Loans .

In the event that a Monthly Payment becomes thirty days past due at any time on or prior to the first day of the first calendar month following the related Closing Date (or such other date set forth in the related Confirmation), then the Seller, at the Purchaser’s option, shall (a) promptly repurchase the related Loan from the Purchaser in accordance with the procedures set forth in Subsection 7.03 hereof and any such repurchase shall be made at the Repurchase Price, (b) indemnify the Purchaser in accordance with Subsection 13.01 hereof, or (c) substitute a mortgage loan acceptable to the Purchaser in accordance with Subsection 7.03 hereof.  The request to repurchase a Loan due to early payment default must be made within ninety (90) days of Purchaser’s receipt of notice from the Seller of such early payment default.  After the ninety (90) day period elapses, the option to request repurchase of any such Loan for early payment default reasons irrevocably expires.

Subsection 7.06.

Purchase Price Protection .

With respect to any Loan that prepays in full on or prior to the last day of the first full month following the related Closing Date (or such other date set forth in the related Confirmation), the Seller shall reimburse the Purchaser an amount equal to the product of (a) the excess of the Purchase Price percentage paid by the Purchaser to the Seller for such Loan over 100%, times (b) the outstanding principal balance of the Loan as of the date of such prepayment in full. Such payment shall be made within thirty (30) days of such payoff.  Upon any assignment of a Loan and/or this Agreement, the Purchaser may at its option retain its rights under this Section 7.06 notwithstanding such assignment.  The request to repurchase a Loan due to premium recapture must be made within ninety (90) days of Purchaser’s receipt of notice from the Seller that such Loan has prepaid in full.  After the ninety (90) day period elapses, the option to request repurchase of any such Loan for premium recapture reasons irrevocably expires.

SECTION 8.

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

The closing for the Loans to be purchased on each Closing Date shall be subject to each of the following conditions:

(a)

all of the representations and warranties of the Seller under 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 a default under this Agreement;

(b)

the Initial Purchaser shall have received, or the Initial 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 other than the Purchaser as required pursuant to the terms hereof,

(c)

the Seller shall have delivered and released to the Custodian all documents required pursuant to this Agreement; and

(d)

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

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

SECTION 9.

Closing Documents .

(a)

On or before the Initial Closing Date, the Seller shall submit to the Initial Purchaser fully executed originals of the following documents:

1.

this Agreement, in four counterparts;

2.

a Custodial Account Letter Agreement in the form attached as Exhibit 7 hereto;

3.

an Escrow Account Letter Agreement in the form attached as Exhibit 8 hereto;

4.

an Officer’s Certificate, in the form of Exhibit 1 hereto, including all attachments thereto;

5.

an Opinion of Counsel to the Seller, in the form of Exhibit 2 hereto; and

6.

the Seller’s underwriting guidelines, to be attached as Exhibit 10 hereto.

(b)

The Closing Documents for the Loans to be purchased on each Closing Date shall consist of fully executed originals of the following documents:

1.

the related Confirmation;

2.

the related Loan Schedule as the Loan Schedule thereto;

3.

a Custodian’s Trust Receipt and Initial Certification, as required under the Custodial Agreement, in a form acceptable to the Initial Purchaser;

4.

if requested by the Initial Purchaser, an Officer’s Certificate, in the form of Exhibit 1 hereto, including all attachments thereto;

5.

if requested by the Initial Purchaser, an Opinion of Counsel to the Seller, in the form of Exhibit 2 hereto;

6.

if any of the Loans has at any time been subject to any security interest, pledge or hypothecation for the benefit of any Person, a Security Release Certification, in the form of Exhibit 3 hereto, executed by such Person;

7.

a certificate or other evidence of merger or change of name, signed or stamped by the applicable regulatory authority, if any of the 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; and

8.

an Assignment and Conveyance in the form of Exhibit 4 hereto.

SECTION 10.

Costs .  The Purchaser shall pay any commissions due its salesmen and the legal fees and expenses of its attorneys. All other costs and expenses incurred in connection with the transfer and delivery of the Loans, including without limitation 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.

Seller’s Servicing Obligations .  The Seller, as independent contract servicer, shall service and administer the Loans directly, or through one or more Subservicers,  in accordance with the terms and provisions set forth in the Servicing Addendum attached as Exhibit 9 ; which Servicing Addendum is incorporated herein by reference.

SECTION 12.

Whole Loan Transfer or a Securitization Transaction on One or More Reconstitution Dates .

The Seller and the Initial Purchaser agree that with respect to some or all of the Loans, the Initial Purchaser may effect either:

(1)

one or more Whole Loan Transfers; and/or

(2)

one or more Securitization Transactions.

With respect to each Whole Loan Transfer or Securitization Transaction, as the case may be, entered into by the Initial Purchaser, the Seller agrees:

(1)

to cooperate fully with the Purchaser and any prospective purchaser with respect to all reasonable requests and due diligence procedures and with respect to the preparation (including, but not limited to, the endorsement, delivery, assignment, and execution) of the Loan Documents and other related documents, and with respect to servicing requirements reasonably requested by the rating agencies and credit enhancers;

(2)

to execute all Reconstitution Agreements provided that each of the Seller and the Purchaser is given an opportunity to review and reasonably negotiate in good faith the content of such documents not specifically referenced or provided for herein;

(3)

with respect to any Whole Loan Transfer or Securitization Transaction, the Seller shall make the representations and warranties regarding the Seller and, if such Whole Loan Transfer or Securitization Transaction occurs within 12 months of the related Closing Date or such later period as specified in the related Confirmation, the Loans as of the date of such Whole Loan Transfer or Securitization Transaction, modified to the extent necessary to accurately reflect the pool statistics of the Loans as of the date of such Whole Loan Transfer or Securitization Transaction and any events or circumstances existing subsequent to the related Closing Date;

(4)

to make available (x) to the Purchaser and to any Person designated by the Purchaser for inclusion in any prospectus or other offering material such publicly available information regarding the Seller, its financial condition and its mortgage loan delinquency, foreclosure and loss experience and any additional information reasonably requested by the Purchaser, and which the Seller is capable of providing without unreasonable effort or expense, and (y) to the Purchaser any similar non public, unaudited financial information (which the Purchaser may, at its option and at its cost, have audited by certified public accountants); and to indemnify the Purchaser and any related underwriter and their affiliates for any untrue statement or alleged untrue statement of any material fact contained in such information that is included in any prospectus or other offering materials or an omission or alleged omission to state in such information a material fact required to be stated therein or necessary to make the statements therein not misleading;

(5)

to deliver to the Purchaser and to any Person designated by the Purchaser, at the Purchaser’s expense, such statements and audit letters of reputable, certified public accountants pertaining to information provided by the Seller pursuant to clause (4) above as shall be reasonably requested by the Purchaser;

(6)

to deliver to the Purchaser, and to any Person designated by the Purchaser, such legal documents and in-house Opinions of Counsel as are customarily delivered by originators or servicers, as the case may be, and reasonably determined by the Purchaser to be necessary in connection with Whole Loan Transfers or Securitization Transactions, as the case may be, such in-house Opinions of Counsel for a Securitization Transaction to be in the form reasonably acceptable to the Purchaser, it being understood that the cost of any opinions of outside special counsel that may be required for a Whole Loan Transfer or Securitization Transaction, as the case may be, shall be the responsibility of the Purchaser;

(7)

to negotiate and execute one or more subservicing agreements between the Seller and any master servicer which is generally considered to be a prudent master servicer in the secondary mortgage market, designated by the Purchaser in its sole discretion after consultation with the Seller and/or one or more custodial and servicing agreements among the Purchaser, the Seller and a third party custodian/trustee which is generally considered to be a prudent custodian/trustee in the secondary mortgage market designated by the Purchaser in its sole discretion after consultation with the Seller, in either case for the purpose of pooling the Loans with other Loans for resale or securitization;

(8)

in connection with any securitization of any Loans, to execute a pooling and servicing agreement, which pooling and servicing agreement may, at the Purchaser’s direction, contain contractual provisions including, but not limited to, a 24-day certificate payment delay (54-day total payment delay), servicer advances of delinquent scheduled payments of principal and interest through liquidation (unless deemed non-recoverable) and prepayment interest shortfalls (to the extent of the monthly servicing fee payable thereto), servicing and loan representations and warranties which in form and substance conform to the representations and warranties in this Agreement and to secondary market standards for securities backed by loans similar to the Loans and such provisions with regard to servicing responsibilities, investor reporting, segregation and deposit of principal and interest payments, custody of the Loans, a requirement that the master servicer and any servicer provide backup certifications as to all matters required to be certified to the Securities and Exchange Commission (“SEC”) pursuant to the provisions of the Sarbanes-Oxley Act and the regulations issued thereunder, in a form reasonably required by the depositor, and to indemnify the depositor, the trustee, their officers, directors and affiliates and any other entity making such certifications to the SEC for any errors or omission in such certification, and such provisions with regard to servicing responsibilities, investor reporting, segregation and deposit of principal and interest payments, custody of the Loans, and other covenants as are required by the Purchaser and one or more nationally recognized rating agencies for “AAA” rated mortgage pass-through transactions which are “mortgage related securities” for the purposes of the Secondary Mortgage Market Enhancement Act of 1984, unless otherwise mutually agreed. If the Purchaser deems it advisable at any time to pool the Loans with other loans for the purpose of resale or securitization, the Seller agrees to execute one or more subservicing agreements between itself (as servicer) and a master servicer designated by the Purchaser at its sole discretion, and/or one or more servicing agreements among the Seller (as servicer), the Purchaser and a trustee designated by the Purchaser at its sole discretion, such agreements in each case incorporating terms and provisions substantially identical to those described in the immediately preceding paragraph; and

(9)

to transfer the servicing rights to the Purchaser or its designee as described in Section 15 upon the direction of the Purchaser.

Unless otherwise agreed to between the Seller and the Purchaser, with respect to any Loan Package, the Seller will not be obligated to enter into any Reconstitution Agreement in excess of any express restrictions set forth in the related Assignment and Conveyance and related Confirmation.

All Loans not sold or transferred pursuant to a Securitization Transaction shall be subject to this Agreement and shall continue to be serviced in accordance with the terms of this Agreement and with respect thereto this Agreement shall remain in full force and effect.

SECTION 13.

The Seller .

Subsection 13.01.

Additional Indemnification by the Seller .

In addition to the indemnification provided in Subsection 7.03, the Seller shall indemnify the Purchaser and hold the Purchaser harmless against any and all claims, losses, damages, penalties, fines, forfeitures, reasonable and necessary legal fees and related costs, judgments, and any other costs, fees and expenses that the Purchaser may sustain in any way related to the failure of the Seller to perform its obligations under this Agreement including but not limited to its obligation to service and administer the Loans in strict compliance with the terms of this Agreement or any Reconstitution Agreement entered into pursuant to Section 12.

Subsection 13.02.

Merger or Consolidation of the Seller .

The Seller shall keep in full force and effect its existence, rights and franchises as a federal savings bank under the laws of the United States of America except as permitted herein, and shall obtain and preserve its qualification to do business as a foreign corporation in each jurisdiction in which such qualification is or shall be necessary to protect the validity and enforceability of this Agreement or any of the Loans, and to enable the Seller to perform its duties under this Agreement.

Any Person into which the Seller may be merged or consolidated, or any corporation resulting from any merger, conversion or consolidation to which the Seller shall be a party, or any Person succeeding to the business of the Seller, shall be the successor of the Seller hereunder, without the execution or filing of any paper or any further act on the part of any of the parties hereto, anything herein to the contrary notwithstanding; provided, however, that the successor or surviving Person shall be an institution having a GAAP net worth of not less than $25,000,000 and whose deposits are insured by FDIC or a company whose primary business is the origination and servicing of loans, shall be a Fannie Mae or Freddie Mac approved seller/servicer in good standing and shall satisfy any requirements of Section 16 with respect to the qualifications of a successor to the Seller.

Subsection 13.03.

Limitation on Liability of the Seller and Others .

Neither the Seller nor any of the officers, employees or agents of the Seller shall be under any liability to the Purchaser for any action taken or for refraining from the taking of any action in good faith in connection with the servicing of the Loans pursuant to this Agreement, or for errors in judgment; provided, however, that this provision shall not protect the Seller or any such person against any breach of warranties or representations made herein, or failure to perform its obligations in strict compliance with any standard of care set forth in this Agreement, or any liability which would otherwise be imposed by reason of any breach of the terms and conditions of this Agreement. The Seller and any officer, employee or agent of the Seller may rely in good faith on any document of any kind prima facie properly executed and submitted by any Person respecting any matters arising hereunder. The Seller shall not be under any obligation to appear in, prosecute or defend any legal action which is not incidental to its obligation to sell or duty to service the Loans in accordance with this Agreement and which in its opinion may result in its incurring any expenses or liability; provided, however, that the Seller may, with the consent of the Purchaser, undertake any such action which it may deem necessary or desirable in respect to this Agreement and the rights and duties of the parties hereto. In such event, the legal expenses and costs of such action and any liability resulting therefrom shall be expenses, costs and liabilities for which the Purchaser shall be liable, the Seller shall be entitled to reimbursement therefor from the Purchaser upon written demand except when such expenses, costs and liabilities are subject to the Seller’s indemnification under Subsections 7.03 or 13.01.

Subsection 13.04.

Seller Not to Resign .

The Seller shall not assign this Agreement or resign from the obligations and duties hereby imposed on it except by mutual consent of the Seller and the Purchaser or upon the determination that its servicing duties hereunder are no longer permissible under applicable law and such incapacity cannot be cured by the Seller, in which event the Seller may resign as servicer. Any such determination permitting the resignation of the Seller as servicer shall be evidenced by an Opinion of Counsel to such effect delivered to the Purchaser which Opinion of Counsel shall be in form and substance acceptable to the Purchaser and which shall be provided at the cost of the Seller. No such resignation shall become effective until a successor shall have assumed the Seller’s responsibilities and obligations hereunder in the manner provided in Section 16.

Subsection 13.05.

No Transfer of Servicing .

The Seller acknowledges that the Purchaser has acted in reliance upon the Seller’s independent status, the adequacy of its servicing facilities, plan, personnel, records and procedures, its integrity, reputation and financial standing and the continuance thereof.  Without in any way limiting the generality of this Section, the Seller shall not either assign this Agreement or the servicing hereunder or delegate its rights or duties hereunder o