------------------------
                                                             EXECUTION COPY
                                                                12/07/05


                                                        ------------------------


                      BANK OF AMERICA, NATIONAL ASSOCIATION


                                    PURCHASER

                                       AND

                             WELLS FARGO BANK, N.A.

                                     COMPANY



                 AMENDED AND RESTATED MASTER SELLER'S WARRANTIES
                             AND SERVICING AGREEMENT

                          DATED AS OF DECEMBER 1, 2005



                  FIXED RATE AND ADJUSTABLE RATE MORTGAGE LOANS






                                      TABLE OF CONTENTS

ARTICLE I DEFINITIONS                                                                        1

               ARTICLE II CONVEYANCE OF MORTGAGE LOANS; POSSESSION OF CUSTODIAL
                    MORTGAGE FILES; BOOKS AND RECORDS; CUSTODY AGREEMENT;
DELIVERY OF DOCUMENTS                                                                       14

   Section 2.01.    Conveyance of Mortgage Loans; Possession of Custodial Mortgage Files;
                    Maintenance of Retained Mortgage File and Servicing Files...............14
   Section 2.02.    Books and Records; Transfers of Mortgage Loans..........................15
   Section 2.03.    Custody Agreement; Delivery of Documents................................16

ARTICLE III REPRESENTATIONS AND WARRANTIES REMEDIES AND BREACH                              18

   Section 3.01.    Company Representations and Warranties..................................18
   Section 3.02.    Representations and Warranties Regarding Individual Mortgage Loans......21
   Section 3.03.    Repurchase..............................................................38

ARTICLE IV ADMINISTRATION AND SERVICING OF MORTGAGE LOANS                                   40

   Section 4.01.    Company to Act as Servicer..............................................40
   Section 4.02.    Liquidation of Mortgage Loans...........................................42
   Section 4.03.    Collection of Mortgage Loan Payments....................................43
   Section 4.04.    Establishment of and Deposits to Custodial Account......................43
   Section 4.05.    Permitted Withdrawals From Custodial Account............................45
   Section 4.06.    Establishment of and Deposits to Escrow Account.........................46
   Section 4.07.    Permitted Withdrawals From Escrow Account...............................47
   Section 4.08.    Payment of Taxes, Insurance and Other Charges...........................48
   Section 4.09.    Protection of Accounts..................................................48
   Section 4.10.    Maintenance of Hazard Insurance.........................................48
   Section 4.11.    Maintenance of Mortgage Impairment Insurance............................50
   Section 4.12.    Maintenance of Fidelity Bond and Errors and Omissions Insurance.........50
   Section 4.13.    Inspections.............................................................51
   Section 4.14.    Restoration of Mortgaged Property.......................................51
   Section 4.15.    Maintenance of PMI Policy and LPMI Policy; Claims.......................52
   Section 4.16.    Title, Management and Disposition of REO Property.......................52
   Section 4.17.    Real Estate Owned Reports...............................................54
   Section 4.18.    Liquidation Reports.....................................................54
   Section 4.19.    Reports of Foreclosures and Abandonments of Mortgaged Property..........54
   Section 4.20.    Notification of Adjustments.............................................54
   Section 4.21.    Credit Reporting; Gramm-Leach-Bliley Act................................55
   Section 4.22.    Confidentiality/Protection of Customer Information......................55
   Section 4.26     Establishment of and Deposits to Subsidy Account........................57

ARTICLE V PAYMENTS TO PURCHASER                                                             59

   Section 5.01.    Remittances.............................................................59
   Section 5.02.    Statements to Purchaser.................................................59
   Section 5.03.    Monthly Advances by Company.............................................60



                                        i





ARTICLE VI GENERAL SERVICING PROCEDURES                                                     60

   Section 6.01.    Transfers of Mortgaged Property.........................................60
   Section 6.02.    Satisfaction of Mortgages and Release of Retained Mortgage Files........61
   Section 6.03.    Servicing Compensation..................................................62
   Section 6.04.    Annual Statement as to Compliance.......................................62
   Section 6.05.    Annual Independent Public Accountants' Servicing Report.................62
   Section 6.06.    Right to Examine Company Records........................................63
   Section 6.07.    Compliance with REMIC Provisions........................................65

ARTICLE VII COMPANY TO COOPERATE                                                            65

   Section 7.01.    Provision of Information................................................65
   Section 7.02.    Financial Statements; Servicing Facility................................66

ARTICLE VIII THE COMPANY                                                                    66

   Section 8.01.    Indemnification; Third Party Claims.....................................66
   Section 8.02.    Merger or Consolidation of the Company..................................67
   Section 8.03.    Limitation on Liability of Company and Others...........................67
   Section 8.04.    Limitation on Resignation and Assignment by Company.....................68

ARTICLE IX REMOVAL OF MORTGAGE LOANS FROM AGREEMENT                                         68

   Section 9.01.    Removal of Mortgage Loans from Inclusion Under this Agreement...........68

ARTICLE X DEFAULT                                                                           79

   Section 10.01.   Events of Default.......................................................79
   Section 10.02.   Waiver of Defaults......................................................80

ARTICLE XI TERMINATION                                                                      80

   Section 11.01.   Termination.............................................................80
   Section 11.02.   Termination Without Cause...............................................81

ARTICLE XII MISCELLANEOUS PROVISIONS                                                        81

   Section 12.01.   Successor to Company....................................................81
   Section 12.02.   Amendment...............................................................82
   Section 12.03.   Governing Law...........................................................82
   Section 12.04.   Arbitration.............................................................83
   Section 12.05.   Duration of Agreement...................................................83
   Section 12.06.   Notices.................................................................83
   Section 12.07.   Severability of Provisions..............................................84
   Section 12.08.   Relationship of Parties.................................................84
   Section 12.09.   Execution; Successors and Assigns.......................................84
   Section 12.10.   Recordation of Assignments of Mortgage..................................84
   Section 12.11.   Assignment by Purchaser.................................................85
   Section 12.12.   Solicitation of Mortgagor...............................................85
   Section 12.13.   Further Agreements......................................................85
   Section 12.14.   Confidential Information................................................85
   Section 12.15.   Counterparts............................................................85
   Section 12.16.   Exhibits................................................................85



                                       ii





   Section 12.17.   General Interpretive Principles.........................................86
   Section 12.18.   Reproduction of Documents...............................................86
   Section 12.19.   Buydown Loan Aggregate Limitation.......................................86


                         EXHIBITS

         Exhibit A              Form of Assignment and Conveyance
                                Agreement
         Exhibit B              Form of Assignment, Assumption and
                                Recognition Agreement
         Exhibit C              Custody Agreement
         Exhibit D              Contents of each Retained Mortgage File,
                                Custodial Mortgage File and Servicing File
         Exhibit E              Data File
         Exhibit F              Servicing System Guidelines and Requirements
         Exhibit G              Monthly Remittance Advice
         Exhibit H              Servicing Criteria
         Exhibit I              Sarbanes Certification
         Exhibit J              Form of Sarbanes-Oxley Back-up Certification


                                       iii



      This is an Amended and Restated Master Seller's Warranties and Servicing
Agreement for fixed rate and adjustable rate residential first lien mortgage
loans, dated and effective as of December 1, 2005, and is executed between Bank
of America, National Association, as purchaser (the "Purchaser"), and Wells
Fargo Bank, N.A., as seller and servicer (the "Company").

                               W I T N E S S E T H

            WHEREAS, the Purchaser has agreed to purchase from the Company and
the Company has agreed to sell to the Purchaser from time to time (each a
"Transaction") on a servicing retained basis certain first lien fixed rate and
adjustable rate residential mortgage loans (the "Mortgage Loans") which shall be
delivered as whole loans (each a "Loan Package") on various dates (each a
"Closing Date") as provided for in certain Assignment and Conveyance Agreements
by and between the Purchaser and the Company as executed in conjunction with
each Transaction; and

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

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

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

                                    ARTICLE I

                                   DEFINITIONS

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

      Accepted Servicing Practices: With respect to any Mortgage Loan,
procedures (including collection procedures) that comply with applicable
federal, state and local law, and that the Company customarily employs and
exercises in servicing and administering mortgage loans for its own account, the
terms of the related Mortgage and Mortgage Note and accepted mortgage servicing
practices of prudent mortgage lending institutions which service mortgage loans
of the same type as the Mortgage Loans in the jurisdiction where the related
Mortgaged Property is located.

      Adjustable Rate Mortgage Loan: A Mortgage Loan that contains a provision
pursuant to which the Mortgage Interest Rate is adjusted periodically.

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


                                        1



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

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

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

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

      Appraisal: A written appraisal of a Mortgaged Property made by a Qualified
Appraiser, which appraisal must be written, in form and substance, acceptable to
Fannie Mae and Freddie Mac, as applicable, and satisfy the requirements of Title
XI of the Financial Institution, Reform, Recovery and Enforcement Act of 1989
and the regulations promulgated thereunder, in effect as of the date of the
Appraisal.

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

      Assignment and Conveyance Agreement: The agreement substantially in the
form of Exhibit A attached hereto.

      Assignment, Assumption and Recognition Agreement: The agreement
substantially in the form of Exhibit B attached hereto.

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

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

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

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


                                        2



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

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

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

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

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

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

      Commission: The United States Securities and Exchange Commission.

      Commitment Letter: The commitment letter between the Company and the
Purchaser which sets forth, among other things, the Purchaser Price for certain
Mortgage Loans described therein to be sold by the Company and purchased by the
Purchaser on the Closing Date set forth therein.

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

      Company Employees: As defined in Section 4.12.

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

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


                                        3



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

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

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

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

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

      Covered Loan: A Mortgage Loan categorized as "Covered" pursuant to the
Standard & Poor's Glossary for File Format for LEVELS(R) Version 5.6b, Appendix
E, as revised from time to time and in effect on each related Closing Date.

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

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

      Custodial Mortgage File: With respect to each Mortgage Loan, the file
consisting of the Mortgage Loan Documents listed as items 1 through 5 of Exhibit
D attached hereto, which have been delivered to the Custodian as of the Closing
Date.

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

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

      Data File: The electronic data file prepared by the Company and delivered
to the Purchaser including the data fields set forth on Exhibit E with respect
to each Mortgage Loan, in relation to each Transaction.

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

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


                                        4



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

      Due Date: The day of the month on which the Monthly Payment is due on a
Mortgage Loan, exclusive of any days of grace, as specified in the related
Mortgage Note.

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

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

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

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

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

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

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

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

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

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

      GNMA: The Government National Mortgage Association, or any successor
thereto.

      Gross Margin: With respect to each Adjustable Rate Mortgage Loan, the
fixed percentage amount set forth in the related Mortgage Note which is added to
the Index in order to determine the related Mortgage Interest Rate, as set forth
in the respective Mortgage Loan Schedule.

      High Cost Loan: A Mortgage Loan classified as (a) a "high cost" loan under
the Home Ownership and Equity Protection Act of 1994, (b) a "high cost home,"
"threshold," "covered," (excluding New Jersey "Covered Home Loans" as that term
is defined in clause (1) of the definition of that term in the New Jersey Home
Ownership Security Act of 2002), "high risk


                                        5



home," "predatory" or similar loan under any other applicable state, federal or
local law or (c) a Mortgage Loan categorized as "High Cost" pursuant to the
Standard & Poor's Glossary for File Format for LEVELS(R) Version 5.6b, Appendix
E, as revised from time to time and in effect on each related Closing Date.

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

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

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

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

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

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

      Loan Package: As defined in the Recitals of this Agreement.

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

      LPMI Proceeds: Proceeds of any Lender Paid Mortgage Insurance Policy.

      Material Adverse Change: (a) a material adverse change in, or a material
adverse effect upon, the operations, business, properties, condition (financial
or otherwise) or prospects of the Company; (b) a material impairment of the
ability of the Company to perform under this Agreement or any related
agreements; or (c) a material adverse effect upon the legality, validity,
binding effect or enforceability of this Agreement against the Company (unless
such material adverse effect is directly caused by an action of the Purchaser
which can be remedied by the Purchaser).

      MERS: MERSCORP, Inc., its successors and assigns.

      MERS Designated Mortgage Loan: A Mortgage Loan for which (a) the Company
has designated or will designate MERS as, and has taken or will take such action
as is necessary to


                                        6



cause MERS to be, the mortgagee of record, as nominee for the Company, in
accordance with MERS Procedures Manual and (b) the Company has designated or
will designate the Custodian as the Investor on the MERS System.

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

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

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

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

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

      Moody's:  Moody's Investors Service, Inc.

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

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

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

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

      Mortgage Loan Documents: With respect to a Mortgage Loan, the documents
listed on Exhibit D attached hereto.

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


                                        7



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

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

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

      Mortgagor: The obligor on a Mortgage Note.

      OCC: The Office of the Comptroller of the Currency.

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

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

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

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

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


                                        8



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

      Pledged Asset Mortgage Loan: A Mortgage Loan for which the Mortgagor has
pledged financial assets as partial collateral for the Mortgage Loan, in lieu of
a cash down payment.

      PMI Policy: A policy of primary mortgage guaranty insurance issued by a
Qualified Insurer, as required by this Agreement with respect to certain
Mortgage Loans. The premiums on a PMI Policy may be paid by the Mortgagor or by
the Company from its own funds, without reimbursement. If the premiums are paid
by the Company, the PMI Policy is an LPMI Policy.

      Prepayment Interest Shortfall: As to any Remittance Date and each Mortgage
Loan subject to a Principal Prepayment received during the calendar month
preceding such Remittance Date, the amount, if any, by which one month's
interest at the related Mortgage Loan Remittance Rate on such Principal
Prepayment exceeds the amount of interest paid in connection with such Principal
Prepayment.

      Prepayment Penalty: The prepayment charge or penalty interest required to
be paid by a Mortgagor as the result of a Principal Prepayment in full of the
related Mortgage Loan, not otherwise due thereon in respect of principal or
interest, which is intended to be a disincentive to prepayment, as provided in
the related Mortgage Note or Mortgage.

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

      Principal Prepayment: Any payment or other recovery of principal on a
Mortgage Loan which is received in advance of its scheduled Due Date.

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

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

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

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

      Purchaser: Bank of America, National Association, or its successor in
interest or any successor or assignee to the Purchaser under this Agreement as
herein provided.


                                        9



      Qualification Defect: With respect to a Mortgage Loan, (a) a defective
document in the Custodial Mortgage File or Retained Mortgage File, (b) the
absence of a document in the Custodial Mortgage File or Retained Mortgage File,
or (c) the breach of any representation, warranty or covenant with respect to
the Mortgage Loan made by the Company, but, in each case, only if the affected
Mortgage Loan would cease to qualify as a "qualified mortgage" for purposes of
the REMIC Provisions.

      Qualified Appraiser: An appraiser, duly appointed by the Company, who had
no interest, direct or indirect, in the Mortgaged Property or in any loan made
on the security thereof, and whose compensation was not affected by the approval
or disapproval of the Mortgage Loan, and such appraiser and the appraisal made
by such appraiser both satisfied the requirements of Title XI of the Financial
Institution Reform, Recovery, and Enforcement Act and the regulations
promulgated thereunder, all as in effect on the date the Mortgage Loan was
originated.

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

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

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

      Qualified Substitute Mortgage Loan: A mortgage loan eligible to be
substituted by the Company for a Deleted Mortgage Loan which must, on the date
of such substitution be approved


                                       10



by the Purchaser and, (i) have an outstanding principal balance, after deduction
of all scheduled payments due in the month of substitution (or in the case of a
substitution of more than one mortgage loan for a Deleted Mortgage Loan, an
aggregate principal balance), not in excess of the Stated Principal Balance of
the Deleted Mortgage Loan; (ii) have a Mortgage Loan Remittance Rate not less
than, and not more than two percent (2%) greater than, the Mortgage Loan
Remittance Rate of the Deleted Mortgage Loan; (iii) have a remaining term to
maturity not greater than and not more than one year less than that of the
Deleted Mortgage Loan; (iv) comply with each representation and warranty set
forth in Sections 3.01 and 3.02; (v) be of the same type as the Deleted Mortgage
Loan; (vi) have a Gross Margin not less than that of the Deleted Mortgage Loan;
(vii) have the same Index as the Deleted Mortgage Loan; (viii) have a FICO score
not less than that of the Deleted Mortgage Loan, (ix) have an LTV not greater
than that of the Deleted Mortgage Loan; (x) have a Company credit grade not
lower in quality than that of the Deleted Mortgage Loan and (xi) have the same
lien status as the Deleted Mortgage Loan.

      Rating Agency: Each of Fitch, Inc., Moody's and S&P, or any successor
thereto.

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

      Reconstitution: Any Securitization Transaction or Whole Loan Transfer.

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

      Reconstitution Date: The date on which any or all of the Mortgage Loans
serviced under this Agreement may be removed from this Agreement and
reconstituted as part of a Securitization Transaction, Agency Transfer or Whole
Loan Transfer pursuant to Section 9.01 hereof. The Reconstitution Date shall be
such date which the Purchaser shall designate. On such date, except as provided
in this Agreement, the Mortgage Loans transferred may cease to be covered by
this Agreement and the Company's servicing responsibilities shall cease under
this Agreement with respect to the related transferred Mortgage Loans.

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

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

      REMIC Provisions: Provisions of the federal income tax law relating to a
REMIC, which appear at Section 860A through 860G of Subchapter M of Chapter 1,
Subtitle A of the Code, and


                                       11



related provisions, regulations, rulings or pronouncements promulgated
thereunder, as the foregoing may be in effect from time to time.

      Remittance Date: The 18th day (or if such 18th day is not a Business Day,
the first Business Day immediately following, except with respect to those
Mortgage Loans subject to a Securitization Transaction in which case such date
shall be the Business Day immediately preceding the 18th day) of any month.

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

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

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

      Repurchase Price: With respect to any Mortgage Loan, as defined in the
related Commitment Letter.

      Retained Mortgage File: With respect to each Mortgage Loan, the file
consisting of the Mortgage Loan Documents listed as items 6 through 10 of
Exhibit D attached hereto.

      RESPA: The Real Estate Settlement Procedures Act, as amended.

      S&P: Standard & Poor's Ratings Services, a division of The McGraw-Hill
Companies, Inc.

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

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

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

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


                                       12



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

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

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

      Servicing File: With respect to each Mortgage Loan, the file consisting of
the Mortgage Loan Documents listed as items 11 through 26 of Exhibit D attached
hereto plus copies of all Mortgage Loan Documents contained in the Custodial
Mortgage File and the Retained Mortgage File, which are retained by the Company.

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

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

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

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

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

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


                                       13



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

      Subservicing Agreement: Any subservicing agreement between the Company and
any Subservicer relating to servicing and/or administration of some or all of
the Mortgage Loans included in a Mortgage Loan Package.

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

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

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

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

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

      Underwriting Guidelines: The underwriting guidelines of the Company,
applicable to each Loan Package, as provided to the Purchaser by the Company.

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

                                   ARTICLE II

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

Section 2.01. Conveyance of Mortgage Loans; Possession of Custodial Mortgage
              Files; Maintenance of Retained  Mortgage File and Servicing Files.

      Pursuant to each Assignment and Conveyance Agreement, on the related
Closing Date, the Company, simultaneously with the payment of the Purchase Price
by the Purchaser, shall


                                       14



thereby sell, transfer, assign, set over and convey to the Purchaser, without
recourse, but subject to the terms of this Agreement and the related Assignment
and Conveyance Agreement, all the right, title and interest of the Company in
and to the Mortgage Loans listed on the respective Mortgage Loan Schedule
annexed to such Assignment and Conveyance Agreement, together with the Retained
Mortgage Files and Custodial Mortgage File and all rights and obligations
arising under the documents contained therein. The Company shall deliver the
related Mortgage Loan Schedule and the related Data File to the Purchaser at
least two (2) Business Days before the Closing Date. Pursuant to Section 2.03,
the Company shall deliver the Custodial Mortgage File for each Mortgage Loan
comprising the related Loan Package to the Custodian.

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

Section 2.02. Books and Records; Transfers of Mortgage Loans.

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

      The sale of each Mortgage Loan shall be reflected on the Company's balance
sheet and other financial statements as a sale of assets by the Company. The
Company shall be responsible for maintaining, and shall maintain, a complete set
of books and records for each Mortgage Loan which shall be marked clearly to
reflect the ownership of each Mortgage Loan by the Purchaser. In particular, the
Company shall maintain in its possession, available for inspection by the
Purchaser, or its designee, and shall deliver to the Purchaser upon demand,
evidence of compliance with all federal, state and local laws, rules and
regulations, and requirements of


                                       15



Fannie Mae or Freddie Mac, including but not limited to documentation as to the
method used in determining the applicability of the provisions of the Flood
Disaster Protection Act of 1973, as amended, to the Mortgaged Property,
documentation evidencing insurance coverage and eligibility of any condominium
project for approval by Fannie Mae or Freddie Mac and records of periodic
inspections required by Section 4.13. To the extent that original documents are
not required for purposes of realization of Liquidation Proceeds or Insurance
Proceeds, documents maintained by the Company may be in the form of microfilm or
microfiche or such other reliable means of recreating original documents,
including but not limited to, optical imagery techniques so long as the Company
complies with the requirements of the Fannie Mae Selling and Servicing Guide, as
amended from time to time.

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

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

      Upon request from the Purchaser, at the Purchaser's expense, the Company
shall deliver no later than thirty (30) days after such request any Retained
Mortgage File or document therein, or copies thereof, to the Purchaser at the
direction of the Purchaser. The Purchaser shall return any Retained Mortgage
File or document therein delivered pursuant to this Section no later than ten
(10) days after receipt thereof. In the event that the Company fails to make
delivery of the requested Retained Mortgage File or document therein, or copies
thereof, as required under this Section 2.02, the Company shall repurchase,
pursuant to Section 3.03 of this Agreement, the related Mortgage Loan within
thirty (30) days of a request to do so by the Purchaser.

Section 2.03. Custody Agreement; Delivery of Documents.

      On each Closing Date with respect to each Mortgage Loan comprising the
related Loan Package, the Company shall have delivered to the Custodian not
fewer than five (5) Business Days prior to such Closing Date those Mortgage Loan
Documents as required by Exhibit D to this Agreement with respect to each
Mortgage Loan. In addition, in connection with the


                                       16



assignment of any MERS Designated Mortgage Loan, the Company agrees that on or
prior to the second Business Day following the Closing Date it will cause, at
its own expense, the MERS System to indicate that the related Mortgage Loans
have been assigned by the Company to the Purchaser in accordance with this
Agreement by entering in the MERS System the information required by the MERS
System to identify the Purchaser as owner of such Mortgage Loans. The Company
further agrees that it will not alter the information referenced in this
paragraph with respect to any Mortgage Loan during the term of this Agreement
unless and until such Mortgage Loan is repurchased in accordance with the terms
of this Agreement or unless otherwise directed by the Purchaser.

      The Custodian shall certify its receipt of all such Mortgage Loan
Documents in each Custodial Mortgage File required to be delivered pursuant to
this Agreement, as evidenced by the Initial Certification of the Custodian in
the forms annexed to the Custody Agreement. The Company shall be responsible for
recording the initial Assignments of Mortgage. The Purchaser will be responsible
for the fees and expenses of the Custodian.

      All recording fees and other costs associated with the recording of
initial Assignments of Mortgage and other relevant documents to the Purchaser or
its designee will be borne by the Company. For Mortgage Loans not registered
under the MERS System, if the Purchaser requests that the related Assignments of
Mortgage be recorded, the Company shall cause such Assignments of Mortgage which
were delivered in blank to be completed and to be recorded. The Company shall be
required to deliver such Assignments of Mortgage for recording within 30 days of
the date on which the Company is notified that recording will be required
pursuant to this Section 2.03. The Company shall furnish the Custodian with a
copy of each Assignment of Mortgage submitted for recording. In the event that
any such Assignment is lost or returned unrecorded because of a defect therein,
the Company shall promptly have a substitute Assignment of Mortgage prepared or
have such defect cured, as the case may be, and thereafter cause such Assignment
of Mortgage to be duly recorded.

      The Company shall forward to the Custodian original documents evidencing
an assumption, modification, consolidation or extension of any Mortgage Loan
entered into in accordance with Section 4.01 or 6.01 within one week of their
execution, provided, however, that the Company shall provide the Custodian with
a certified true copy of any such document submitted for recordation within ten
(10) days of its execution, and shall provide the original of any such document
submitted for recordation or a copy of such document certified by the
appropriate public recording office to be a true and complete copy of the
original within sixty (60) days of its submission for recordation.

      If the original or a copy of any document submitted for recordation to the
appropriate public recording office is not so delivered to the Custodian with
240 days following the related Closing Date, and if the Company does not cure
such failure within thirty (30) days after receipt of written notification of
such failure from the Purchaser, the related Mortgage Loan shall, upon the
request of the Purchaser, be repurchased by the Company at a price and in the
manner specified in Section 3.03; provided, however, that with respect to any
Mortgage Loan, if such defect constitutes a Qualification Defect, any such
repurchase must take place within sixty (60) days of the date such defect is
discovered.


                                       17



      In the event the public recording office is delayed in returning any
original document, which the Company is required to deliver at any time to the
Custodian in accordance with the terms of the Custody Agreement or which the
Company is required to maintain in the Retained Mortgage File, the Company shall
deliver to the Custodian within 270 days of its submission for recordation, a
copy of such document and an Officer's Certificate, which shall (i) identify the
recorded document; (ii) state that the recorded document has not been delivered
to the Custodian due solely to a delay by the public recording office, (iii)
state the amount of time generally required by the applicable recording office
to record and return a document submitted for recordation, and (iv) specify the
date the applicable recorded document will be delivered to the Custodian. The
Company will be required to deliver the document to the Custodian by the date
specified in (iv) above. An extension of the date specified in (iv) above may be
requested from the Purchaser, which consent shall not be unreasonably withheld.
However, if the Company cannot deliver such original or clerk-certified copy of
any document submitted for recordation to the appropriate public recording
office within the specified time for any reason, within thirty (30) days after
receipt of written notification of such failure from the Purchaser, the Company
shall repurchase the related Mortgage Loan at the price and in the manner
specified in Section 3.03.

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

                                   ARTICLE III

               REPRESENTATIONS AND WARRANTIES REMEDIES AND BREACH

Section 3.01. Company Representations and Warranties.

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

      (a)     Due Organization and Authority.

              The Company is a national banking association duly organized,
              validly existing and in good standing under the laws of the United
              States and has all licenses necessary to carry on its business as
              now being conducted and is licensed, qualified and in good
              standing in each state where a Mortgaged Property is located if
              the laws of such state require licensing or qualification in order
              to conduct business of the type conducted by the Company, and in
              any event the Company is in compliance with the laws of any such
              state to the extent necessary to ensure the enforceability of the
              related Mortgage Loan and the servicing of such Mortgage Loan in
              accordance with the terms of this Agreement; the Company has the
              full power and authority to execute and deliver this Agreement and
              to perform


                                       18



              in accordance herewith; the execution, delivery and performance of
              this Agreement (including all instruments of transfer to be
              delivered pursuant to this Agreement) by the Company and the
              consummation of the transactions contemplated hereby have been
              duly and validly authorized; this Agreement evidences the valid,
              binding and enforceable obligation of the Company; and all
              requisite action has been taken by the Company to make this
              Agreement valid and binding upon the Company in accordance with
              its terms;

      (b)     Ordinary Course of Business.

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

      (c)     No Conflicts.

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

      (d)     Ability to Service.

              The Company is an approved seller/servicer of conventional
              residential mortgage loans for Fannie Mae or Freddie Mac, with the
              facilities, procedures, and experienced personnel necessary for
              the sound servicing of mortgage loans of the same type as the
              Mortgage Loans. The Company is a HUD approved mortgagee pursuant
              to Section 203 of the National Housing Act and is in good standing
              to sell mortgage loans to and service mortgage loans for Fannie
              Mae or Freddie Mac, and no event has occurred, including but not
              limited to a change in insurance coverage, which would make the
              Company unable to comply with Fannie Mae or Freddie Mac
              eligibility requirements or which would require notification to
              either Fannie Mae or Freddie Mac;


                                       19



      (e)     Reasonable Servicing Fee; Fair Consideration.

              The Company acknowledges and agrees that the Servicing Fee
              represents reasonable compensation for performing such services
              and that the entire Servicing Fee shall be treated by the Company,
              for accounting and tax purposes, as compensation for the servicing
              and administration of the Mortgage Loans pursuant to this
              Agreement. The consideration received by the Company upon the sale
              of the Mortgage Loans under this Agreement constitutes fair
              consideration and reasonably equivalent value for the Mortgage
              Loans;

      (f)     Ability to Perform; Solvency.

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

      (g)     No Litigation Pending.

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

      (h)     No Consent Required.

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

      (i)     Selection Process.

              The Mortgage Loans were selected from among the outstanding
              adjustable rate or fixed rate one- to four-family mortgage loans
              in the Company's mortgage banking portfolio at the related Closing
              Date as to which the


                                       20



              representations and warranties set forth in Section 3.02 could be
              made and such selection was not made in a manner so as to affect
              adversely the interests of the Purchaser;

      (j)     No Untrue Information.

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

      (k)     Sale Treatment.

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

      (l)     No Material Change.

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

      (m)     No Brokers' Fees.

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

      (n)     MERS.

              The Company is a member of MERS in good standing.

Section 3.02. Representations and Warranties Regarding Individual Mortgage
              Loans.

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

      (a)     Mortgage Loans as Described.

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


                                       21



      (b)     Payments Current.

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

      (c)     No Outstanding Charges.

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

      (d)     Original Terms Unmodified.

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

      (e)     No Defenses.

              The Mortgage Loan is not subject to any right of rescission,
              set-off, counterclaim or defense, including without limitation the
              defense of usury, nor will the operation of any of the terms of
              the Mortgage Note or the Mortgage, or the exercise of any right
              thereunder, render either the


                                       22



              Mortgage Note or the Mortgage unenforceable, in whole or in part,
              or subject to any right of rescission, set-off, counterclaim or
              defense, including without limitation the defense of usury, and no
              such right of rescission, set-off, counterclaim or defense has
              been asserted with respect thereto;

      (f)     No Satisfaction of Mortgage.

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

      (g)     Validity of Mortgage Documents.

              The Mortgage Note and the Mortgage and related documents are
              genuine, and each is the legal, valid and binding obligation of
              the maker thereof enforceable in accordance with its terms. All
              parties to the Mortgage Note and the Mortgage had legal capacity
              to enter into the Mortgage Loan and to execute and deliver the
              Mortgage Note and the Mortgage, and the Mortgage Note and the
              Mortgage have been duly and properly executed by such parties. The
              Company has reviewed all of the documents constituting the
              Retained Mortgage File and Custodial Mortgage File and has made
              such inquiries as it deems necessary to make and confirm the
              accuracy of the representations set forth herein;

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

      (h)     No Fraud.

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


                                       23



      (i)     Compliance with Applicable Laws.

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

      (j)     Location and Type of Mortgaged Property.

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

      (k)     Valid First Lien.

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


                                       24



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

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

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

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

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

      (l)     Full Disbursement of Proceeds.

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


                                       25



      (m)     Consolidation of Future Advances.

              Any future advances made 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 reflected on the
              related Mortgage Loan Schedule. The lien of the Mortgage securing
              the consolidated principal amount is expressly insured as having
              first lien priority by a title insurance policy, an endorsement to
              the policy insuring the mortgagee's consolidated interest or by
              other title evidence acceptable to Fannie Mae or Freddie Mac; the
              consolidated principal amount does not exceed the original
              principal amount of the Mortgage Loan; the Company shall not make
              future advances after the Cut-off Date;

      (n)     Ownership.

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

      (o)     Origination/Doing Business.

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

      (p)     LTV, PMI Policy; LPMI Policy.

              Each Mortgage Loan has an LTV as specified on the Mortgage Loan
              Schedule. Except as indicated on the Mortgage Loan Schedule, each


                                       26



              Mortgage Loan with an LTV greater than 80%, at the time of
              origination, a portion of the unpaid principal balance of each
              Mortgage Loan is and will be insured as to payment defaults by a
              PMI Policy or LPMI Policy. If the Mortgage Loan is insured by a
              PMI Policy for which the Mortgagor pays all premiums, the coverage
              will remain in place until (i) the LTV decreases to 78% or (ii)
              the PMI Policy is otherwise terminated pursuant to the Homeowners
              Protection Act of 1998, 12 USC ss.4901, et seq. All provisions of
              such PMI Policy or LPMI Policy have been and are being complied
              with, such policy is in full force and effect, and all premiums
              due thereunder have been paid. The Qualified Insurer has a claims
              paying ability acceptable to Fannie Mae or Freddie Mac. Any
              Mortgage Loan subject to a PMI Policy or an LPMI Policy obligates
              the Mortgagor or the Company to maintain the PMI Policy or LPMI
              Policy, as applicable, and to pay all premiums and charges in
              connection therewith. The Mortgage Interest Rate for the Mortgage
              Loan as set forth on the related Mortgage Loan Schedule is net of
              any such insurance premium;

      (q)     Title Insurance.

              The Mortgage Loan is covered by an ALTA lender's title insurance
              policy (or in the case of any Mortgage Loan secured by a Mortgaged
              Property located in a jurisdiction where such policies are
              generally not available, an opinion of counsel of the type
              customarily rendered in such jurisdiction in lieu of title
              insurance) or other generally acceptable form of policy of
              insurance acceptable to Fannie Mae or Freddie Mac, issued by a
              title insurer acceptable to Fannie Mae or Freddie Mac and
              qualified to do business in the jurisdiction where the Mortgaged
              Property is located, insuring the Company, its successors and
              assigns, as to the first priority lien of the Mortgage in the
              original principal amount of the Mortgage Loan, subject only to
              the exceptions contained in clauses (1), (2) and (3) of Paragraph
              (k) of this Section 3.02, and with respect to Adjustable Rate
              Mortgage Loans against any loss by reason of the invalidity or
              unenforceability of the lien resulting from the provisions of the
              Mortgage providing for adjustment to the Mortgage Interest Rate
              and Monthly Payment. Additionally, such lender's title insurance
              policy includes no exceptions regarding ingress, egress or
              encroachments that impact the value or the marketability of the
              Mortgaged Property. The Company is the sole insured of such
              lender's title insurance policy, and such lender's title insurance
              policy is in full force and effect and will be in force and effect
              upon the consummation of the transactions contemplated by this
              Agreement. No claims have been made under such lender's title
              insurance policy, and no prior holder of the Mortgage, including
              the Company, has done, by act or omission, anything which would
              impair the coverage of such lender's title insurance policy;


                                       27



      (r)     No Defaults.

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

      (s)     No Mechanics' Liens.

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

      (t)     Location of Improvements; No Encroachments.

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

      (u)     Payment Terms.

              Except with respect to the Interest Only Mortgage Loans, principal
              payments commenced no more than 60 days after the funds were
              disbursed to the Mortgagor in connection with the Mortgage Loan.
              The Mortgage Loans have an original term to maturity of not more
              than 30 years, with interest payable in arrears each month. As to
              each Adjustable Rate Mortgage Loan on each applicable Adjustment
              Date, the Mortgage Interest Rate will be adjusted to equal the sum
              of the Index plus the applicable Gross Margin, rounded up or down
              to the nearest multiple of 0.125% indicated by the Mortgage Note;
              provided that the Mortgage Interest Rate will not increase or
              decrease by more than the Periodic Interest Rate Cap on any
              Adjustment Date, and will in no event exceed the maximum Mortgage
              Interest Rate or be lower than the minimum Mortgage Interest Rate
              listed on the related Mortgage Loan Schedule for such Mortgage
              Loan. As to each Adjustable Rate Mortgage Loan that is not an
              Interest Only Mortgage Loan, each Mortgage Note requires a monthly
              payment which is sufficient, during the period prior to the first


                                       28



              adjustment to the Mortgage Interest Rate, to fully amortize the
              outstanding principal balance as of the first day of such period
              over the then remaining term of such Mortgage Note and to pay
              interest at the related Mortgage Interest Rate. As to each
              Adjustable Rate Mortgage Loan, if the related Mortgage Interest
              Rate changes on an Adjustment Date or, with respect to an Interest
              Only Mortgage Loan, on an Adjustment Date following the related
              interest only period, the then outstanding principal balance will
              be reamortized over the remaining life of such Mortgage Loan. No
              Mortgage Loan contains terms or provisions which would result in
              negative amortization;

      (v)     Customary Provisions.

              The Mortgage and related Mortgage 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, (i) in the case of a Mortgage designated as a
              deed of trust, by trustee's sale, and (ii) otherwise by judicial
              foreclosure. There is no homestead or other exemption available to
              a Mortgagor which would interfere with the right to sell the
              Mortgaged Property at a trustee's sale or the right to foreclose
              the Mortgage;

      (w)     Occupancy of the Mortgaged Property.

              As of the date of origination, the Mortgaged Property was lawfully
              occupied under applicable law and to the best of the Company's
              knowledge, the Mortgaged Property is lawfully occupied as of the
              related Closing Date;

      (x)     No Additional Collateral.

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

      (y)     Deeds of Trust.

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


                                       29



      (z)     Acceptable Investment.

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

      (aa)    Transfer of Mortgage Loans.

              With respect to each Mortgage that is not recorded in the name of
              MERS or its designee, the Assignment of Mortgage upon the
              insertion of the name of the assignee and recording information is
              in recordable form and is acceptable for recording under the laws
              of the jurisdiction in which the Mortgaged Property is located;

      (bb)    Mortgaged Property Undamaged.

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

      (cc)    Servicing and Collection Practices; Escrow Deposits.

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

      (dd)    No Condemnation.

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

      (ee)    The Appraisal.

              The Mortgage Loan Documents contain an Appraisal of the related
              Mortgaged Property by a Qualified Appraiser acceptable to Fannie
              Mae or Freddie Mac. As to each Time$aver(R) Mortgage Loan, the
              Appraisal may


                                       30



              be from the original of the existing Company-serviced loan, which
              was refinanced via such Time$aver(R) Mortgage Loan;

      (ff)    Insurance.

              The Mortgaged Property securing each Mortgage Loan is insured by
              an insurer acceptable to Fannie Mae or Freddie Mac against loss by
              fire and such hazards as are covered under a standard extended
              coverage endorsement and such other hazards as are customary in
              the area where the Mortgaged Property is located pursuant to
              insurance policies conforming to the requirements of Section 4.10,
              in an amount which is not less than the lesser of 100% of the
              insurable value of the Mortgaged Property and the outstanding
              principal balance of the Mortgage Loan, but in no event less than
              the minimum amount necessary to fully compensate for any damage or
              loss on a replacement cost basis. If the Mortgaged Property is a
              condominium unit, it is included under the coverage afforded by a
              blanket policy for the project. If the Mortgaged Property is in an
              area identified in the Federal Register by the Federal Emergency
              Management Agency as having special flood hazards, a flood
              insurance policy meeting the requirements of the current
              guidelines of the Federal Insurance Administration is in effect
              with a generally acceptable insurance carrier and such policy
              conforms to Fannie Mae or Freddie Mac requirements, in an amount
              representing coverage not less than the least of (A) the
              outstanding principal balance of the Mortgage Loan, (B) the full
              insurable value and (C) the maximum amount of insurance which was
              available under the Flood Disaster Protection Act of 1973, as
              amended. All individual insurance policies contain a standard
              mortgagee clause naming the Company and its successors and assigns
              as mortgagee, and all premiums thereon have been paid. The
              Mortgage obligates the Mortgagor thereunder to maintain a hazard
              insurance policy at the Mortgagor's cost and expense, and on the
              Mortgagor's failure to do so, authorizes the holder of the
              Mortgage to obtain and maintain such insurance at such Mortgagor's
              cost and expense, and to seek reimbursement therefor from the
              Mortgagor. The hazard insurance policy is the valid and binding
              obligation of the insurer, is in full force and effect, and will
              be in full force and effect and inure to the benefit of the
              Purchaser upon the consummation of the transactions contemplated
              by this Agreement. The Company has not acted or failed to act so
              as to impair the coverage of any such insurance policy or the
              validity, binding effect and enforceability thereof;

      (gg)    Servicemembers Civil Relief Act.

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


                                       31



      (hh)    Balloon Payments, Graduated Payments or Contingent Interests.

              The Mortgage Loan is not a graduated payment mortgage loan and the
              Mortgage Loan does not have a shared appreciation or other
              contingent interest feature. Except as indicated on the related
              Mortgage Loan Schedule, no Mortgage Loan has a balloon payment
              feature;

      (ii)    No Construction Loans.

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

      (jj)    Underwriting.

              Each Mortgage Loan was underwritten in accordance with the
              Underwriting Guidelines and the Mortgage Note and Mortgage are on
              forms acceptable to Freddie Mac or Fannie Mae;

      (kk)    No Bankruptcy.

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

      (ll)    Delivery of Custodial Mortgage Files.

              The Mortgage Note, Assignment of Mortgage and any other documents
              required to be delivered by the Company hereunder have been
              delivered to the Custodian. The Company is in possession of a
              complete Retained Mortgage File in compliance with Exhibit D,
              except for such documents where the originals of which have been
              sent for recordation. With respect to each Mortgage Loan for which
              a lost note affidavit has been delivered to the Custodian in place
              of the original Mortgage Note, the related Mortgage Note is no
              longer in existence, and, if such Mortgage Loan is subsequently in
              default, the enforcement of such Mortgage Loan or of the related
              Mortgage by or on behalf of the Purchaser will not be affected by
              the absence of the original Mortgage Note;

      (mm)    Buydown Mortgage Loans.

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

              (i)   On or before the date of origination of such Mortgage Loan,
                    the Company and the Mortgagor, or the Company,


                                       32



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

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

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

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


                                       33



      (nn)    Interest Calculation.

              Interest on each Mortgage Loan is calculated on the basis of a
              360-day year consisting of twelve 30-day months. No Mortgage Loan
              provides for interest payable on a simple interest basis. No
              Mortgage Loan provides for an increase in the related Mortgage
              Interest Rate upon the occurrence of an event of default under the
              related Mortgage Note;

      (oo)    Violation of Environmental Laws.

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

      (pp)    Texas Refinance Mortgage Loans.

              Each Mortgage Loan originated in the state of Texas pursuant to
              Article XVI, Section 50(a)(6) of the Texas Constitution (a "Texas
              Refinance Loan") has been originated in compliance with the
              provisions of Article XVI, Section 50(a)(6) of the Texas
              Constitution, Texas Civil Statutes and the Texas Finance Code;

      (qq)    Conversion to Fixed Interest Rate.

              No Adjustable Rate Mortgage Loan contains a provision permitting
              or requiring conversion to a fixed interest rate Mortgage Loan;

      (rr)    Homeownership and Equity Protection Act.

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

      (ss)    Due on Sale.

              The Mortgage contains an enforceable provision, to the extent not
              prohibited by applicable law as of the date of such Mortgage, for
              the acceleration of the payment of the unpaid principal balance of
              the Mortgage Loan in the event that the Mortgaged Property is sold
              or transferred without the prior written consent of the mortgagee
              thereunder;

      (tt)    Adjustments.

              All of the terms of the related Mortgage Note pertaining to
              interest adjustments, payment adjustments and adjustments of the
              outstanding principal balance, if any, are enforceable and such
              adjustments on such


                                       34



              Mortgage Loan have been made properly and in accordance with the
              provisions of such Mortgage Loan;

      (uu)    Regarding the Mortgagor.

              The Mortgagor is one or more natural persons and/or trustees for
              an Illinois land trust or a trustee under a "living trust" and
              such "living trust" is in compliance with Fannie Mae guidelines
              for such trusts. In the event the Mortgagor is a trust, the
              trustee of such trust is a natural person and an obligor under the
              related Mortgage Note in his or her individual capacity;

      (vv)    Flood Certification Contract.

              Each Mortgage Loan is covered by a paid in full, life of loan,
              flood certification contract and each of these contracts is
              assignable to the Purchaser and its assigns;

      (ww)    Cooperative Loans.

              With respect to each Cooperative Loan:

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

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

                  (iii) (a) The term of the related Proprietary Lease is not
              less than the terms of the Cooperative Loan; (b) there is no
              provision in any Proprietary Lease which requires the Mortgagor to
              offer for sale the Cooperative Shares owned by such Mortgagor
              first to the Cooperative; (c) there is no prohibition in any
              Proprietary Lease against pledging the Cooperative Shares or
              assigning the Proprietary Lease; (d) the Cooperative has been


                                       35



              created and exists in full compliance with the requirements for
              residential cooperatives in the jurisdiction in which the Project
              is located and qualifies as a cooperative housing corporation
              under Section 210 of the Code; (e) the Recognition Agreement is on
              a form published by Aztech Document Services, Inc. or includes
              similar provisions; and (f) the Cooperative has good and
              marketable title to the Project, and owns the Project either in
              fee simple or under a leasehold that complies with the
              requirements of Fannie Mae or Freddie Mac; such title is free and
              clear of any adverse liens or encumbrances, except the lien of any
              blanket mortgage;

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

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

      (xx)    Contents of the Retained Mortgage File.

              The Retained Mortgage File contains the documents listed as items
              6 through 10 of Exhibit D attached hereto;

      (yy)    Single Premium Credit Life Insurance.

              No Mortgagor was required to purchase any credit life, disability,
              accident or health insurance product as a condition of obtaining
              the extension of credit. No Mortgagor was required to obtain a
              prepaid single premium credit life, disability, accident or health
              insurance policy in connection with the origination of the
              Mortgage Loan. None of the proceeds of the Mortgage Loan were used
              to finance single premium credit life insurance, disability
              insurance, accident or similar insurance policies as part of the
              origination of, or as a condition to closing, the Mortgage Loan;

      (zz)    Credit Reporting.

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


                                       36



      (aaa)   No Arbitration Provisions.

              No Mortgagor agreed to submit to arbitration to resolve any
              dispute arising out of or relating in any way to the related
              Mortgage Loan or the origination thereof;

      (bbb)   Anti-Money Laundering Laws.

              With respect to each Mortgage Loan, the Company has complied with
              all applicable anti-money laundering laws and regulations, (the
              "Anti-Money Laundering Laws"), and has established an anti-money
              laundering compliance program as required by the applicable
              Anti-Money Laundering Laws, and maintains, and will maintain,
              sufficient information to identify the applicable Mortgagor for
              purposes of the Anti-Money Laundering Laws;

      (ccc)   Prepayment Penalties.

              WITH RESPECT TO MORTGAGE LOANS WITH PREPAYMENT PENALTIES, ALL
              INFORMATION ON THE RELATED MORTGAGE LOAN SCHEDULE, DATA FILE AND
              UNDERWRITING GUIDELINES REGARDING PREPAYMENT PENALTIES IS COMPLETE
              AND ACCURATE IN ALL MATERIAL RESPECTS AND EXCEPT FOR BALLOON
              MORTGAGE LOANS ORIGINATED IN CERTAIN STATES SPECIFIED IN THE
              UNDERWRITING GUIDELINES WITH RESTRICTIONS ON COLLECTION OF
              PREPAYMENT PENALTIES, EACH PREPAYMENT PENALTY IS PERMISSIBLE AND
              ENFORCEABLE IN ACCORDANCE WITH THE TERMS UNDER APPLICABLE LAW.
              PREPAYMENT PENALTIES ON THE MORTGAGE LOANS ARE APPLICABLE TO
              PREPAYMENTS RESULTING FROM both refinancings and sales of the
              related Mortgaged Properties and the terms of such Prepayment
              Penalties do not provide for a waiver or release (i.e.,
              "holidays") during the term of the Prepayment Penalty. No Mortgage
              Loan originated on or after October 1, 2002 provides for the
              payment of a Prepayment Penalty beyond the three-year term
              following the origination of the Mortgage Loan. No Mortgage Loan
              originated prior to such date provides for the payment of a
              Prepayment Penalty beyond the five-year term following the
              origination of the Mortgage Loan;

      (ddd)   Leasehold Estates.

              With respect to Mortgage Loans that are secured by a leasehold
              estate, the lease is valid, in full force and effect and conforms
              to the Underwriting Guidelines; and

      (eee)   Georgia Fair Lending Act.

              No Mortgage Loan was originated on or after October 1, 2002 and
              before March 7, 2003, which is secured by property located in the
              State of Georgia. No Mortgage Loan originated on or after March 7,
              2003 is a


                                       37



              "High Cost Home Loan" as defined in the Georgia Fair Lending Act,
              as amended.

Section 3.03. Repurchase.

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

      Within ninety (90) days after the earlier of either discovery by or notice
to the Company of any breach of a representation or warranty which materially
and adversely affects the value of the Mortgage Loans or the interest of the
Purchaser therein, the Company shall use its best efforts promptly to cure such
breach in all material respects and, if such breach cannot be cured, the Company
shall, at the Purchaser's option, repurchase such Mortgage Loan at the
Repurchase Price. In the event that a breach shall involve any representation or
warranty set forth in Section 3.01, and such breach cannot be cured within
ninety (90) days of the earlier of either discovery by or notice to the Company
of such breach, all of the Mortgage Loans shall, at the Purchaser's option, be
repurchased by the Company at the Repurchase Price. However, if the breach shall
involve a representation or warranty set forth in Section 3.02 and the Company
discovers or receives notice of any such breach within ninety (90) days of the
Closing Date, the Company shall, if the breach cannot be cured, at the
Purchaser's option and provided that the Company has a Qualified Substitute
Mortgage Loan, rather than repurchase the Mortgage Loan as provided above,
remove such Mortgage Loan (a "Deleted Mortgage Loan") and substitute in its
place a Qualified Substitute Mortgage Loan or Loans, provided that any such
substitution shall be effected not later than one hundred twenty (120) days
after the Closing Date. Notwithstanding the foregoing, however, if a breach is a
Qualification Defect, such cure or repurchase must take place within sixty (60)
days of the discovery of or notice of such breach. Notwithstanding anything to
the contrary herein, within ninety (90) days of the earlier of either discovery
by or notice to the Company of any breach of the representations or warranties
set forth in clauses (rr), (yy) and (aaa) of Section 3.02, the Company shall
repurchase such Mortgage Loan at the Repurchase Price.

      If the Company has no Qualified Substitute Mortgage Loan, it shall
repurchase the deficient Mortgage Loan within ninety (90) days after the written
notice of the breach or the failure to cure, whichever is later. Any repurchase
of a Mortgage Loan or Loans pursuant to the foregoing provisions of this Section
3.03 shall be accomplished by deposit in the Custodial Account of the amount of
the Repurchase Price for distribution to the Purchaser on the Remittance Date
immediately following the Principal Prepayment Period in which such


                                       38



Repurchase Price is received, after deducting therefrom any amount received in
respect of such repurchased Mortgage Loan or Loans and being held in the
Custodial Account for future distribution.

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

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

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


                                       39



provided in this Section 3.03 constitute the sole remedies of the Purchaser
respecting a breach of the foregoing representations and warranties.

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

                                   ARTICLE IV

                 ADMINISTRATION AND SERVICING OF MORTGAGE LOANS

Section 4.01. Company to Act as Servicer.

      The Company, as an independent contractor, shall service and administer
the Mortgage Loans on behalf of the Purchaser and shall have full power and
authority, acting alone or through the utilization of a Subervicer or a
Subcontractor, to do any and all things in connection with such servicing and
administration which the Company may deem necessary or desirable, consistent
with the terms of this Agreement and with Accepted Servicing Practices.

      Consistent with the terms of this Agreement, the Company may waive, modify
or vary any term of any Mortgage Loan or consent to the postponement of strict
compliance with any such term or in any manner grant indulgence to any Mortgagor
if in the Company's reasonable and prudent determination such waiver,
modification, postponement or indulgence is not materially adverse to the
Purchaser, provided, however, the Company shall not make any future advances
with respect to a Mortgage Loan. The Company shall not permit any modification
with respect to a Mortgage Loan that would change the Mortgage Interest Rate,
defer or forgive the payment of principal or change the final maturity date on
such Mortgage Loan, unless the Mortgagor is in default with respect to the
Mortgage Loan or such default is, in the judgment of the Company, imminent. In
the event that no default exists or is imminent, the Company shall request
written consent from the Purchaser to permit such a modification and the
Purchaser shall provide written consent or notify the Company of its objection
to such modification within five (5) Business Days after its receipt of the
Company's request. In the event of any such modification which permits the
deferral of interest or principal payments on any Mortgage Loan, the Company
shall, on the Business Day immediately preceding the Remittance Date in any
month in which any such principal or interest payment has been deferred, deposit
in the Custodial Account from its own funds, in accordance with Section 5.03,
the difference between (a) such month's principal and one month's interest at
the Mortgage Loan Remittance Rate on the unpaid principal balance of such
Mortgage Loan and (b) the amount paid by the Mortgagor. The Company shall be
entitled to reimbursement for such advances to the same extent as for all other
advances made pursuant to Section 5.03. Without limiting the generality of the
foregoing, the Company shall continue, and is hereby authorized and empowered,
to execute and deliver on behalf of itself and the Purchaser, all instruments of
satisfaction or cancellation, or of partial or full release, discharge and all
other comparable instruments, with respect to the Mortgage Loans and with
respect to the Mortgaged Properties. If reasonably required by the Company, the


                                       40



Purchaser shall furnish the Company with any powers of attorney and other
documents necessary or appropriate to enable the Company to carry out its
servicing and administrative duties under this Agreement.

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

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

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

      The Company may arrange for the subservicing of any Mortgage Loan it
services by a Subservicer pursuant to a Subservicing Agreement, a copy of which
shall be provided to the Purchaser; provided, however, that such subservicing
arrangement and the terms of the related Subservicing Agreement must provide for
the servicing of such Mortgage Loan in a manner consistent with the servicing
arrangements contemplated hereunder. The Company shall be solely liable for all
fees owed to the Subservicer under the Subservicing Agreement, regardless
whether the Company's compensation hereunder is adequate to pay such fees.
Notwithstanding the provisions of any Subservicing Agreement, any of the
provisions of this Agreement relating to agreements or arrangements between the
Company and a Subservicer or reference to actions taken through a Subservicer or
otherwise, the Company shall remain obligated and liable to the Purchaser for
the servicing and administration of the Mortgage Loans it services in accordance
with the provisions of this Agreement without diminution of such obligation or
liability by virtue of such Subservicing Agreements or arrangements or by virtue
of indemnification from the Subservicer and to the same extent and under the
same terms and conditions as if the Company alone were servicing and
administering those Mortgage Loans. All actions of each Subservicer performed
pursuant to the related Subservicing Agreement shall be performed as agent of
the Company with the same force and effect as if performed directly by the
Company. For purposes of this Agreement, the Company shall be deemed to have
received any collections, recoveries or payments with respect to the Mortgage
Loans it services that are received by a Subservicer regardless of whether such
payments are remitted by the Subservicer to the Company. Any Subservicing
Agreement entered into by the Company shall provide that it may be assumed or
terminated by the Purchaser, if the Purchaser has assumed the duties of the
Company, at the Purchaser's option, as applicable, without cost or obligation to
the assuming or terminating party


                                       41



or its assigns. Any Subservicing Agreement, and any other transactions or
services relating to the Mortgage Loans involving a Subservicer, shall be deemed
to be between the Company and such Subservicer alone, and the Purchaser shall
not be deemed parties thereto and shall have no claims or rights of action
against, rights, obligations, duties or liabilities to or with respect to the
Subservicer or its officers, directors or employees, except as set forth in this
Section 4.01.

Section 4.02. Liquidation of Mortgage Loans.

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

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


                                       42



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

Section 4.03. Collection of Mortgage Loan Payments.

      Continuously from the respective Cut-off Date until the principal and
interest on all Mortgage Loans are paid in full or the Mortgage Loans have been
fully liquidated (with respect to Mortgage Loans that remain subject to this
Agreement pursuant to Section 9.01 herein), in accordance with this Agreement
and Accepted Servicing Practices, the Company shall proceed diligently to
collect all payments due under each of the Mortgage Loans when the same shall
become due and payable and shall take special care in ascertaining and
estimating Escrow Payments and all other charges that will become due and
payable with respect to the Mortgage Loan and the Mortgaged Property, to the end
that the installments payable by the Mortgagors will be sufficient to pay such
charges as and when they become due and payable.

Section 4.04. Establishment of and Deposits to Custodial Account.

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

      The Company shall deposit in the Custodial Account within two (2) Business
Days of Company's receipt, and retain therein, the following collections
received by the Company and payments made by the Company after the Cut-off Date,
or received by the Company prior to the Cut-off Date but allocable to a period
subsequent thereto, other than payments of principal and interest due on or
before the Cut-off Date:

              (i)    all payments on account of principal on the Mortgage Loans,
                     including all Principal Prepayments (including Prepayment
                     Penalties paid by the


                                       43



                     Mortgagor or other amounts paid by the Company pursuant to
                     Section 4.21 of this Agreement);

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

              (iii)  all Liquidation Proceeds;

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

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

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

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

              (viii) with respect to each Principal Prepayment, the Prepayment
                     Interest Shortfall (to be paid by the Company out of its
                     own funds);

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

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

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

      The foregoing requirements for deposit into the Custodial Account shall be
exclusive, it being understood and agreed that, without limiting the generality
of the foregoing, payments in the nature of late payment charges and assumption
fees, to the extent permitted by Section 6.01, need not be deposited by the
Company into the Custodial Account. Any interest paid on funds deposited in the
Custodial Account by the depository institution shall accrue to the benefit of
the Company and the Company shall be entitled to retain and withdraw such
interest from the Custodial Account pursuant to Section 4.05. The Company shall
maintain adequate records with respect to all deposits made pursuant to this
Section 4.04. All funds required to be deposited in


                                       44



the Custodial Account shall be held in trust for the Purchaser until withdrawn
in accordance with Section 4.05.

Section 4.05. Permitted Withdrawals From Custodial Account.

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

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

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

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

              (iv)   to pay itself interest on funds deposited in the Custodial
                     Account if such interest amount was previously credited;

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

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


                                       45



                     shall be limited to amounts on deposit in the Custodial
                     Account with respect to the related REO Property;

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

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

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

              (x)    to transfer funds to another Qualified Depository.

In the event that the Custodial Account is interest bearing, on each Remittance
Date, the Company shall withdraw all funds from the Custodial Account except for
those amounts which, pursuant to Section 5.01, the Company is not obligated to
remit on such Remittance Date. The Company may use such withdrawn funds only for
the purposes described in this Section 4.05. The Company shall keep and maintain
separate accounting, on a Mortgage Loan by Mortgage Loan basis, for the purpose
of justifying any withdrawal from the Custodial Account, to the extent held by
or on behalf of it, pursuant to sub-clauses (iii), (v), (vi) and (vii) above.

Section 4.06. Establishment of and Deposits to Escrow Account.

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

      The Company shall deposit in the Escrow Account or Accounts within two (2)
Business Days of Company's receipt, and retain therein:

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

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

              (iii)  all payments on account of Buydown Funds.


                                       46



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

Section 4.07. Permitted Withdrawals From Escrow Account.

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

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

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

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

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

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

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

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

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

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


                                       47



Section 4.08. Payment of Taxes, Insurance and Other Charges.

      With respect to each Mortgage Loan, the Company shall maintain accurate
records reflecting the status of ground rents, taxes, assessments, water rates,
sewer rents, and other charges which are or may become a lien upon the Mortgaged
Property and the status of PMI Policy or LPMI Policy premiums and fire and
hazard insurance coverage and shall obtain, from time to time, all bills for the
payment of such charges (including renewal premiums) and shall effect payment
thereof prior to the applicable penalty or termination date, employing for such
purpose deposits of the Mortgagor in the Escrow Account which shall have been
estimated and accumulated by the Company in amounts sufficient for such
purposes, as allowed under the terms of the Mortgage. The Company assumes full
responsibility for the timely payment of all such bills and shall effect timely
payment of all such charges irrespective of each Mortgagor's faithful
performance in the payment of same or the making of the Escrow Payments, and the
Company shall make advances from its own funds to effect such payments. To the
extent that a Mortgage does not provide for Escrow Payments, the Company shall
use its reasonable efforts in accordance with Accepted Servicing Practices to
determine whether any such payments are made by the Mortgagor at the time they
first become due. The Company shall make advances from its own funds to effect
such delinquent payments within such time period as will avoid the loss of the
related Mortgaged Property by foreclosure of a tax or other lien. Advances
pursuant to this Section 4.08 shall constitute Servicing Advances hereunder;
provided that the Company shall be required to so advance only to the extent
that the Company, in its good faith judgment, believes the Servicing Advance to
be recoverable from Insurance Proceeds or Liquidation Proceeds or otherwise. The
costs incurred by the Company, if any, in effecting the timely payments of taxes
and assessments on the Mortgaged Properties and related insurance premiums shall
not be added to the Stated Principal Balances of the related Mortgage Loans,
notwithstanding that the terms of such Mortgage Loans so permit.

Section 4.09. Protection of Accounts.

      The Company may transfer the Custodial Account, Subsidy Account or the
Escrow Account to a different Qualified Depository from time to time, provided
that the Company shall give notice to the Purchaser of any proposed change of
the location of either Account not later than ten (10) Business Days prior to
any change thereof.

Section 4.10. Maintenance of Hazard Insurance.

      The Company shall cause to be maintained for each Mortgage Loan hazard
insurance such that all buildings upon the Mortgaged Property are insured by an
insurer acceptable to Fannie Mae or Freddie Mac against loss by fire, hazards of
extended coverage and such other hazards as are customary or required by law in
the area where the Mortgaged Property is located, in an amount which is at least
equal to the lesser of (i) 100% of the insurable value, on a replacement cost
basis, of the improvements on the related Mortgaged Property and (ii) the
greater of (a) the outstanding principal balance of the Mortgage Loan and (b) an
amount such that the proceeds thereof shall be sufficient to prevent the
Mortgagor or the loss payee from becoming a co-insurer. In the event a hazard
insurance policy shall be in danger of being terminated, or in the event the
insurer shall cease to be acceptable to Fannie Mae or Freddie Mac, the Company
shall notify the Purchaser and the related Mortgagor, and shall use its best
efforts,


                                       48



as permitted by applicable law, to obtain from another qualified insurer a
replacement hazard insurance policy substantially and materially similar in all
respects to the original policy. In no event, however, shall a Mortgage Loan be
without a hazard insurance policy at any time, subject only to Section 4.11
hereof.

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

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

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

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

      The Company shall not interfere with the Mortgagor's freedom of choice in
selecting either his insurance carrier or agent, provided, however, that the
Company shall not accept any


                                       49



such insurance policies from insurance companies unless such companies are
acceptable to Fannie Mae and Freddie Mac and are licensed to do business in the
jurisdiction in which the Mortgaged Property is located. The Company shall
determine that such policies provide sufficient risk coverage and amounts, that
they insure the property owner, and that they properly describe the property
address. The Company shall furnish to the Mortgagor a formal notice of
expiration, in accordance with the Accepted Servicing Practices, of any such
insurance in sufficient time for the Mortgagor to arrange for renewal coverage
by the expiration date.

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

Section 4.11. Maintenance of Mortgage Impairment Insurance.

      In the event that the Company shall obtain and maintain a blanket policy
insuring against losses arising from fire and hazards covered under extended
coverage on all of the Mortgage Loans, then, to the extent such policy (1) names
the Company as loss payee, (2) provides coverage in an amount equal to the
amount required pursuant to Section 4.10 without coinsurance and (3) otherwise
complies with Accepted Servicing Practices and all other requirements of Section
4.10, it shall conclusively be deemed to have satisfied its obligations as set
forth in Section 4.10. The Company shall prepare and make any claims on the
blanket policy as deemed necessary by the Company in accordance with Accepted
Servicing Practices. Any amounts collected by the Company under any such policy
relating to a Mortgage Loan shall be deposited in the Custodial Account subject
to withdrawal pursuant to Section 4.05. Such policy may contain a deductible
clause, in which case, in the event that there shall not have been maintained on
the related Mortgaged Property a policy complying with Section 4.10, and there
shall have been a loss which would have been covered by such policy, the Company
shall deposit in the Custodial Account at the time of such loss the amount not
otherwise payable under the blanket policy because of such deductible clause,
such amount to be deposited from the Company's funds, without reimbursement
therefor. Upon request of the Purchaser, the Company shall cause to be delivered
to such Purchaser a certificate of insurance and a statement from the insurer
thereunder that such policy shall in no event be terminated or materially
modified without 30 days' prior written notice to such Purchaser.

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

      The Company shall maintain with responsible companies, at its own expense,
a blanket Fidelity Bond and an Errors and Omissions Insurance Policy, with broad
coverage on all officers, employees or other persons acting in any capacity
requiring such persons to handle funds, money, documents or papers relating to
the Mortgage Loans ("Company Employees"). Any such Fidelity Bond and Errors and
Omissions Insurance Policy shall be in the form of the Mortgage Banker's Blanket
Bond and shall protect and insure the Company against losses, including forgery,
theft, embezzlement, fraud, errors and omissions and negligent acts of such
Company Employees. Such Fidelity Bond and Errors and Omissions Insurance Policy
also shall


                                       50



protect and insure the Company against losses in connection with the release or
satisfaction of a Mortgage Loan without having obtained payment in full of the
indebtedness secured thereby. No provision of this Section 4.12 requiring such
Fidelity Bond and Errors and Omissions Insurance Policy shall diminish or
relieve the Company from its duties and obligations as set forth in this
Agreement. The minimum coverage under any such Fidelity Bond and Errors and
Omissions Insurance Policy shall be acceptable to Fannie Mae or Freddie Mac.
Upon the request of any Purchaser, the Company shall cause to be delivered to
such Purchaser a certificate of insurance for such Fidelity Bond and Errors and
Omissions Insurance Policy and a statement from the surety and the insurer that
such Fidelity Bond and Errors and Omissions Insurance Policy shall in no event
be terminated or materially modified without 30 days' prior written notice to
the Purchaser.

Section 4.13. Inspections.

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

Section 4.14. Restoration of Mortgaged Property.

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

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

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

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

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

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


                                       51



Section 4.15. Maintenance of PMI Policy and LPMI Policy; Claims.

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

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

Section 4.16. Title, Management and Disposition of REO Property.

      In the event that title to any Mortgaged Property is acquired in
foreclosure or by deed in lieu of foreclosure, the deed or certificate of sale
shall be taken in the name of the Purchaser, or in the event the Purchaser is
not authorized or permitted to hold title to real property in the state where
the REO Property is located, or would be adversely affected under the "doing
business" or tax laws of such state by so holding title, the deed or certificate
of sale shall be taken in the name


                                       52



of such Person or Persons as shall be consistent with an Opinion of Counsel
obtained by the Company from any attorney duly licensed to practice law in the
state where the REO Property is located. The Person or Persons holding such
title other than the Purchaser shall acknowledge in writing that such title is
being held as nominee for the Purchaser.

      The Purchaser shall have the option to manage and operate the REO Property
provided the Purchaser gives written notice of its intention to do so within
thirty (30) days after such REO Property is acquired in foreclosure or by deed
in lieu of foreclosure. The election by the Purchaser to manage the REO Property
shall not constitute a termination of any rights of the Company pursuant to
Section 11.02.

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

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

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

      The disposition of REO Property shall be carried out by the Company at
such price, and upon such terms and conditions, as the Company deems to be in
the best interests of the Purchaser. Notwithstanding any other provision in this
Section 4.05, no REO Property shall be marketed for less than the appraisal
value of the related Mortgaged Property without the prior consent of the
Purchaser, and no REO Property shall be sold for less than ninety percent (90%)
of its appraised value without the prior written consent of the Purchaser. The
proceeds of sale of


                                       53



the REO Property shall be promptly deposited in the Custodial Account. As soon
as practical thereafter the expenses of such sale shall be paid and the Company
shall reimburse itself for any related unreimbursed Servicing Advances, unpaid
Servicing Fees and unreimbursed advances made pursuant to Section 5.03. On the
Remittance Date immediately following the receipt of such sale proceeds, the net
cash proceeds of such sale remaining in the Custodial Account shall be
distributed to the Purchaser.

      The Company shall withdraw from the Custodial Account funds necessary for
the proper operation management and maintenance of the REO Property, including
the cost of maintaining any hazard insurance pursuant to Section 4.10 and the
fees of any third party managing agent of the Company, or the Company itself.
The REO management fee shall be the greater of one percent (1%) of the gross
sales price of the REO Property or $1500.00 per REO Property, provided however,
the REO management fee shall not exceed the net Liquidation Proceeds. The
Company shall make monthly distributions on each Remittance Date to the
Purchaser of the net cash flow from the REO Property (which shall equal the
revenues from such REO Property net of the expenses described in this Section
4.16 and of any reserves reasonably required from time to time to be maintained
to satisfy anticipated liabilities for such expenses).

Section 4.17. Real Estate Owned Reports.

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

Section 4.18. Liquidation Reports.

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

Section 4.19. Reports of Foreclosures and Abandonments of Mortgaged Property.

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

Section 4.20. Notification of Adjustments.

      With respect to each Adjustable Rate Mortgage Loan, the Company shall
adjust the Mortgage Interest Rate on the related Adjustment Date in compliance
with the requirements of applicable law and the related Mortgage and Mortgage
Note. The Company shall execute and deliver any and all necessary notices
required under applicable law and the terms of the related


                                       54



Mortgage Note and Mortgage regarding the Mortgage Interest Rate adjustments.
Upon the discovery by the Company or the receipt of notice from the Purchaser
that the Company has failed to adjust a Mortgage Interest Rate in accordance
with the terms of the related Mortgage Note, the Company shall immediately
deposit in the Custodial Account from its own funds the amount of any interest
loss or deferral caused the Purchaser thereby.

Section 4.21. Credit Reporting; Gramm-Leach-Bliley Act.

      (a)     The Company agrees to fully furnish, in accordance with the Fair
Credit Reporting Act and its implementing regulations, accurate and complete
information on its borrower credit files to Equifax, Experian, and Trans Union
Credit Information Company (three of the credit repositories), on a monthly
basis.

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

      (c)     The Company shall comply with Title V of the Gramm-Leach-Bliley
Act of 1999 and all applicable regulations promulgated thereunder, relating to
the Mortgage Loans and the related borrowers and shall provide all required
notices thereunder.

Section 4.22. Confidentiality/Protection of Customer Information.

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

Section 4.23  Disaster Recovery/Business Continuity Plan.

      The Company shall maintain contingency plans, recovery plans and proper
risk controls to ensure Company's continued performance under this Agreement.
The Company agrees to make available to the Purchaser's regulators information
regarding such plans as requested by such regulators.

Section 4.24  Quality Control Procedures.


                                       55



      The Company shall have an internal quality control program that verifies,
on a regular basis, the existence and accuracy of the legal documents, credit
documents, property appraisals, and underwriting decisions. The program shall
include evaluating and monitoring the overall quality of the Company's loan
production and the servicing activities of the Company in accordance with
industry standards.

Section 4.25  Application of Buydown Funds.

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

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


                                       56



Section 4.26  Establishment of and Deposits to Subsidy Account.

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

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

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

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

              (iii) to withdraw funds deposited in error; and

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

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

Section 4.27. Automated Servicing Systems.

      The Company shall establish, format, maintain and transmit to the
Purchaser the Company's electronic mortgage servicing files and other electronic
data storage and transmission systems related to the Mortgage Loans
(collectively, the "Servicing Systems") in accordance with the guidelines and
requirements set forth in Exhibit F attached hereto (the "Servicer
Requirements") and the Company shall cooperate with the Purchaser to receive
data from the Purchaser that is to be incorporated in the Servicing Systems in
accordance with the Servicer Requirements.

Section 4.28. Prepayment Penalties.

      To the extent consistent with the terms of this Agreement, the Company may
waive (or permit a subservicer to waive) a Prepayment Penalty only under the
following circumstances: (i) such waiver relates to a default or a reasonably
forseeable default and would, in the reasonable judgment of the Company,
maximize recovery of total proceeds, taking into account the value of such
Prepayment Penalty and the related Mortgage Loan, (ii) such waiver is required
under state


                                       57



or federal law or (iii) the mortgage debt has been accelerated as a result of
the Mortgagor's default in making its Monthly Payments. The Company shall not
waive any Prepayment Penalty unless it is waived in accordance with this Section
4.28.

      The Company shall pay the amount of any Prepayment Penalty (to the extent
not collected and remitted to the Purchaser) to the Purchaser or its assignees
if (1) the representation in Section 3.02(ccc) is breached and such breach
materially and adversely affects the interests of the Purchaser or its assigns,
or (2) the Company waives any Prepayment Penalty other than as permitted under
this Section 4.28. The Company shall pay the amount of such Prepayment Penalty,
for the benefit of the Purchaser or any assignee of the Purchaser, by depositing
such amount into the Custodial Account at the time that the amount prepaid on
the related Mortgage Loan is required to be deposited into the Custodial
Account.

Section 4.29  Use of Subservicers and Subcontractors.

      The Company shall not hire or otherwise utilize the services of any
Subservicer to fulfill any of the obligations of the Company under this
Agreement or any Reconstitution Agreement unless the Company complies with the
provisions of paragraph (a) of this Section 4.29. The Company shall not hire or
otherwise utilize the services of any Subcontractor, and shall not permit any
Subservicer to hire or otherwise utilize the services of any Subcontractor, to
fulfill any of the obligations of the Company under this Agreement or any
Reconstitution Agreement unless the Company complies with the provisions of
paragraph (b) of this Section 4.29.

      (a)     It shall not be necessary for the Company to seek the consent of
      the Purchaser or any Depositor to the utilization of any Subservicer. The
      Company shall cause any Subservicer used by the Company (or by any
      Subservicer) for the benefit of the Purchaser and any Depositor to comply
      with the provisions of this Section 4.29 and with Sections 6.04, 6.06,
      9.01(e)(iii), 9.01(e)(v), 9.01(e)(vi) and 9.01(f) of this Agreement to the
      same extent as if such Subservicer were the Company, and to provide the
      information required with respect to such Subservicer under Section
      9.01(e)(iv) of this Agreement. The Company shall be responsible for
      obtaining from each Subservicer and delivering to the Purchaser and any
      Depositor any servicer compliance statement required to be delivered by
      such Subservicer under Section 6.04 and any assessment of compliance and
      attestation required to be delivered by such Subservicer under Section
      6.06 and any certification required to be delivered to the Person that
      will be responsible for signing the Sarbanes Certification under Section
      6.06 as and when required to be delivered.

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


                                       58



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

                                    ARTICLE V

                              PAYMENTS TO PURCHASER

Section 5.01. Remittances.

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

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

Section 5.02. Statements to Purchaser.

      Not later than the first (1st) Business Day of each month, the Company
shall furnish to the Purchaser, with respect to the preceding month, a monthly
collection report, a monthly paid in full report that summarizes Mortgage Loans
paid in full during the related Due Period and a


                                       59



monthly trial balance report that provides a trial balance as of the last day of
the month preceding such Remittance Date in electronic format agreed upon by the
Company and the Purchaser.

      Not later than the fifth (5th) Business Day of each month, the Company
shall furnish to the Purchaser in either written or electronic format, a
delinquency report and a monthly remittance advice containing the information
set forth in Exhibit G, attached hereto, each in a form mutually acceptable to
the Company and the Purchaser, as to the period ending on the last day of the
preceding month.

Section 5.03. Monthly Advances by Company.

      No later than the close of business on the Determination Date, the Company
shall deposit in the Custodial Account from its own funds or from amounts held
for future distribution an amount equal to all Monthly Payments (with interest
adjusted to the Mortgage Loan Remittance Rate) which were due on the Mortgage
Loans during the applicable Due Period and which were delinquent at the close of
business on the immediately preceding Determination Date or which were deferred
pursuant to Section 4.01. Any amounts held for future distribution and so used
shall be replaced by the Company by deposit in the Custodial Account on or
before any future Remittance Date if funds in the Custodial Account on such
Remittance Date shall be less than payments to the Purchaser required to be made
on such Remittance Date. The Company's obligation to make such Monthly Advances
as to any Mortgage Loan will continue through the last Monthly Payment due prior
to the payment in full of the Mortgage Loan, or through the last Remittance Date
prior to the Remittance Date for the distribution of all Liquidation Proceeds
and other payments or recoveries (including REO Disposition Proceeds, Insurance
Proceeds and Condemnation Proceeds) with respect to the Mortgage Loan; provided,
however, that the Company shall not make Monthly Advances or Servicing Advances
if the Company determines, in its sole reasonable opinion, that advances with
respect to such Mortgage Loan are non-recoverable by the Company from
Liquidation Proceeds, REO Disposition Proceeds, Insurance Proceeds, Condemnation
Proceeds, or otherwise with respect to a particular Mortgage Loan. In the event
that the Company determines that any such advances are non-recoverable, the
Company shall provide the Purchaser with a certificate signed by two officers of
the Company evidencing such determination.

                                   ARTICLE VI

                          GENERAL SERVICING PROCEDURES

Section 6.01. Transfers of Mortgaged Property.

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


                                       60



doing so or if the exercise of such rights would impair or threaten to impair
any recovery under the related PMI Policy, if any.

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

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

Section 6.02. Satisfaction of Mortgages and Release of Retained Mortgage Files.

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

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


                                       61



Section 6.03. Servicing Compensation.

      As compensation for its services hereunder, the Company shall be entitled
to withdraw from the Custodial Account the amount of its Servicing Fee. The
Servicing Fee shall be payable monthly and shall be computed on the basis of the
same unpaid principal balance and for the period respecting which any related
interest payment on a Mortgage Loan is received. The obligation of the Purchaser
to pay the Servicing Fee is limited to, and payable solely from, the interest
portion of such Monthly Payments. Notwithstanding the foregoing, with respect to
the payment of the Servicing Fee for any month, the aggregate Servicing Fee
shall be reduced (but not below zero) by an amount equal to the Prepayment
Interest Shortfall for such Remittance Date relating to the Mortgage Loans.

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

Section 6.04. Annual Statement as to Compliance.

      (i)     The Company shall deliver to the Purchaser, on or before February
28, 2006, an Officer's Certificate, stating that (x) a review of the activities
of the Company during the preceding calendar year and of performance under this
Agreement or similar agreements has been made under such officer's supervision,
and (y) to the best of such officer's knowledge, based on such review, the
Company has fulfilled all its obligations under this Agreement throughout such
year, or, if there has been a default in the fulfillment of any such obligation,
specifying each such default known to such officer and the nature and status
thereof and the action being taken by the Company to cure such default.

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

Section 6.05. Annual Independent Public Accountants' Servicing Report.

      Except with respect to a Securitization Transaction occurring on or after
January 1, 2006, on or before February 28, of each year beginning February 28,
2006, the Company, at its expense, shall cause a firm of independent public
accountants which is a member of the American Institute of Certified Public
Accountants to furnish a statement to each Purchaser to


                                       62



the effect that such firm has examined certain documents and records relating to
the servicing of the mortgage loans similar in nature and that such firm is of
the opinion that the provisions of this or similar agreements have been complied
with, and that, on the basis of such examination conducted substantially in
compliance with the Uniform Single Attestation Program for Mortgage Bankers,
nothing has come to their attention which would indicate that such servicing has
not been conducted in compliance therewith, except for (i) such exceptions as
such firm shall believe to be immaterial, and (ii) such other exceptions as
shall be set forth in such statement. By providing the Purchaser a copy of a
Uniform Single Attestation Program Report from their independent public
accountant's on an annual basis, the Company shall be considered to have
fulfilled its obligations under this Section 6.05. Notwithstanding the
foregoing, in connection with the final rules promulgated by the Securities and
Exchange Commission related to asset-backed securities (Release Nos. 33-8518;
34-50905) (as such rules may be amended or modified from time to time, the "ABS
Rules"), the Company shall cooperate with the Purchaser in providing such other
statements and reports as are required by and in conformance with the ABS Rules.

Section 6.06  Report on Assessment of Compliance and Attestation.

      With respect to any Mortgage Loans that are the subject of a
Securitization Transaction occurring on or after January 1, 2006, on or before
March 1 of each calendar year, commencing in 2007, the Company shall:

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

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

      (iii)   cause each Subservicer and each Subcontractor, determined by
              the Company pursuant to Section 4.29(b) to be "participating in
              the servicing function" within the meaning of Item 1122 of
              Regulation AB, to deliver to the Purchaser and any Depositor an
              assessment of compliance and accountants' attestation as and when
              provided in paragraphs (i) and (ii) of this Section 6.06; and

      (iv)    deliver to the Purchaser, any Depositor and any other Person
              that will be responsible for signing the certification (a
              "Sarbanes Certification") required by


                                       63



              Rules 13a-14(d) and 15d-14(d) under the Exchange Act (pursuant to
              Section 302 of the Sarbanes-Oxley Act of 2002) on behalf of an
              asset-backed issuer with respect to a Securitization Transaction a
              certification in the form attached hereto as Exhibit I.

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

      Each assessment of compliance provided by a Subservicer pursuant to
Section 6.06(i) shall address each of the Servicing Criteria specified
substantially in the form of Exhibit H hereto delivered to the Purchaser
concurrently with the execution of this Agreement or, in the case of a
Subservicer subsequently appointed as such, on or prior to the date of such
appointment. An assessment of compliance provided by a Subcontractor pursuant to
Section 6.06(iii) need not address any elements of the Servicing Criteria other
than those specified by the Company pursuant to Section 4.29.

Section 6.07  Remedies.

      (i)     Any failure by the Company, any Subservicer, any Subcontractor or
any Third-Party Originator to deliver any information, report, certification,
accountants' letter or other material when and as required under Article IX,
Section 4.29, Section 6.04, Section 6.05 or Section 6.06, or any breach by the
Company of a representation or warranty set forth in Section 9.01(e)(vi)(A), or
in a writing furnished pursuant to Section 9.01(e)(vi)(B) and made as of a date
prior to the closing date of the related Securitization Transaction, to the
extent that such breach is not cured by such closing date, or any breach by the
Company of a representation or warranty in a writing furnished pursuant to
Section 9.01(e)(vi)(B) to the extent made as of a date subsequent to such
closing date, shall, except as provided in sub-clause (ii) of this Section,
immediately and automatically, without notice or grace period, constitute an
Event of Default with respect to the Company under this Agreement and any
applicable Reconstitution Agreement, and shall entitle the Purchaser or
Depositor, as applicable, in its sole discretion to terminate the rights and
obligations of the Company as servicer under this Agreement and/or any
applicable Reconstitution Agreement without payment (notwithstanding anything in
this Agreement or any applicable Reconstitution Agreement to the contrary) of
any compensation to the Company; provided that to the extent that any provision
of this Agreement and/or any applicable Reconstitution Agreement expressly
provides for the survival of certain rights or obligations following termination
of the Company as servicer, such provision shall be given effect.

      (ii)    Any failure by the Company, any Subservicer or any Subcontractor
to deliver any information, report, certification or accountants' letter when
and as required under Section 6.04, Section 6.05 or Section 6.06, including any
failure by the Company to identify any Subcontractor "participating in the
servicing function" within the meaning of Item 1122 of Regulation AB, which
continues unremedied for ten (10) calendar days after the date on which such
information, report, certification or accountants' letter was required to be
delivered shall constitute an Event of Default with respect to the Company under
this Agreement and any applicable Reconstitution Agreement, and shall entitle
the Purchaser or Depositor, as applicable, in its sole discretion to


                                       64



terminate the rights and obligations of the Company under this Agreement and/or
any applicable Reconstitution Agreement without payment (notwithstanding
anything in this Agreement to the contrary) of any compensation to the Company;
provided that to the extent that any provision of this Agreement and/or any
applicable Reconstitution Agreement expressly provides for the survival of
certain rights or obligations following termination of the Company as servicer,
such provision shall be given effect.

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

Section 6.08  Right to Examine Company Records.

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

Section 6.09  Compliance with REMIC Provisions.

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

                                   ARTICLE VII

                              COMPANY TO COOPERATE

Section 7.01. Provision of Information.

      During the term of this Agreement, the Company shall furnish to the
Purchaser such periodic, special, or other reports or information, and copies or
originals of any documents contained in the Servicing File for each Mortgage
Loan provided for herein. All other special


                                       65



reports or information not provided for herein as shall be necessary,
reasonable, or appropriate with respect to the Purchaser or any regulatory
agency will be provided at the Purchaser's expense. All such reports, documents
or information shall be provided by and in accordance with all reasonable
instructions and directions which the Purchaser may give. In addition, during
the term of this Agreement, the Company shall provide to the OCC and to
comparable regulatory authorities supervising the Purchaser or any of
Purchaser's assigns (including beneficial owners of securities issued in
Securitization Transactions backed by the Mortgage Loans) and the examiners and
supervisory agents of the OCC and such other authorities, access to the
documentation required by applicable regulations of the OCC and such other
authorities with respect to the Mortgage Loans. Such access shall be afforded
without charge, but only upon reasonable and prior written request and during
normal business hours at the offices designated by the Company.

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

Section 7.02. Financial Statements; Servicing Facility.

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

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

                                  ARTICLE VIII

                                   THE COMPANY

Section 8.01. Indemnification; Third Party Claims.

      The Company shall indemnify the Purchaser (an "Indemnified Party") and
hold them 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 Indemnified Party may
sustain in any way related to the failure of the Company to perform its duties
and service the Mortgage Loans in strict compliance with the terms of this
Agreement. The Company immediately shall notify the Purchaser if a claim is made
by a third party with


                                       66



respect to this Agreement or the Mortgage Loans, assume (with the prior written
consent of the Purchaser) the defense of any such claim and pay all expenses in
connection therewith, including counsel fees, and promptly pay, discharge and
satisfy any judgment or decree which may be entered against it or the Purchaser
in respect of such claim. The Company shall follow any written instructions
received from the Purchaser in connection with such claim. The Purchaser
promptly shall reimburse the Company for all amounts advanced by it pursuant to
the preceding sentence except when the claim is in any way related to the
Company's indemnification pursuant to Section 3.03, or the failure of the
Company to service and administer the Mortgage Loans in strict compliance with
the terms of this Agreement.

Section 8.02. Merger or Consolidation of the Company.

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

      Any person into which the Company may be merged or consolidated, or any
corporation resulting from any merger, conversion or consolidation to which the
Company shall be a party, or any Person succeeding to the business of the
Company, shall be the successor of the Company hereunder, without the execution
or filing of any paper or any further act on the part of any of the parties
hereto, anything herein to the contrary notwithstanding, provided, however, that
the successor or surviving Person shall be an institution (i) having a GAAP net
worth of not less than $15,000,000 and (ii) which is a Fannie Mae/Freddie
Mac-approved company in good standing. Furthermore, in the event the Company
transfers or otherwise disposes of all or substantially all of its assets to an
affiliate of the Company, such affiliate shall satisfy the condition above, and
shall also be fully liable to the Purchaser for all of the Company's obligations
and liabilities hereunder.

Section 8.03. Limitation on Liability of Company and Others.

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


                                       67



costs result from a breach of the Company's representations and warranties made
herein or its failure to perform its obligations in strict compliance with this
Agreement.

Section 8.04. Limitation on Resignation and Assignment by Company.

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

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

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

                                   ARTICLE IX

                    REMOVAL OF MORTGAGE LOANS FROM AGREEMENT

Section 9.01. Removal of Mortgage Loans from Inclusion Under this Agreement.

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

      The Company shall cooperate with the Purchaser in connection with each
Whole Loan Transfer, Agency Transfer or Securitization Transaction in accordance
with this Section 9.01; provided that no such Whole Loan Transfer, Agency
Transfer or Securitization Transaction shall


                                       68



create a greater obligation or cost on the part of the Company than otherwise
set forth in this Agreement. In connection therewith:

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

      (b)   the Company shall negotiate in good faith and execute any
seller/servicer agreements required by the shelf registrant to effectuate the
foregoing;

      (c)   the Company shall make representations and warranties (1) that the
Company has serviced the Mortgage Loans in accordance with the terms of this
Agreement, provided accurate statements to the Purchaser pursuant to Section
5.02 of this Agreement, and otherwise complied with all covenants and
obligations hereunder and, (2) that the Company has taken no action nor omitted
to take any required action the omission of which would have the effect of
impairing any mortgage insurance or guarantee on the Mortgage Loans;

      (d)   the Company shall provide as applicable:

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

            (ii)  such additional representations, warranties, covenants,
                  opinions of counsel, letters from auditors, and certificates
                  of public officials or officers of the Company as are
                  reasonably believed necessary by the trustee, any rating
                  agency or the Purchaser, as the case may be, in connection
                  with such Whole Loan Transfers, Agency Transfers or
                  Securitization Transactions. The Purchaser shall pay all third
                  party costs associated with the preparation of such
                  information. The Company shall execute any seller/servicer
                  agreements required within a reasonable period of time after
                  receipt of such seller/servicer agreements which time shall be
                  sufficient for the Company and the Company's counsel to review
                  such seller/servicer agreements. Under this Agreement, the
                  Company shall retain a Servicing Fee for each Mortgage Loan at
                  a Servicing Fee Rate;

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

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


                                       69



            and (vii) of this subsection (e), and (2) as promptly as practicable
            following notice to or discovery by the Company, provide to the
            Purchaser and any Depositor (in writing and in form and substance
            reasonably satisfactory to the Purchaser and such Depositor) the
            information specified in paragraph (iv) of this subsection (e).

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

                  (A)   the originator's form of organization;

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

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

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

                        (1)   the sponsor;
                        (2)   the depositor;
                        (3)   the issuing entity;
                        (4)   any servicer;
                        (5)   any trustee;
                        (6)   any originator;
                        (7)   any significant obligor;


                                       70



                        (8)   any enhancement or support provider; and
                        (9)   any other material transaction party.

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

                  Promptly following notice or discovery of a material error in
                  Static Pool Information provided pursuant to the immediately
                  preceding paragraph (including an omission to include therein
                  information required to be provided pursuant to such
                  paragraph), the Company shall provide corrected Static Pool
                  Information to the Purchaser or any Depositor, as applicable,
                  in the same format in which Static Pool Information was
                  previously provided to such party by the Company.

                  If so requested by the Purchaser or any Depositor, the Company
                  shall provide (or, as applicable, cause each Third-Party
                  Originator to provide), at the expense of the requesting party
                  (to the extent of any additional incremental expense
                  associated with delivery pursuant to this Agreement), such
                  agreed-upon procedures letters of certified public accountants
                  reasonably acceptable to the Purchaser or Depositor, as
                  applicable,


                                       71



                  pertaining to Static Pool Information relating to prior
                  securitized pools for securitizations closed on or after
                  January 1, 2006 or, in the case of Static Pool Information
                  with respect to the Company's or Third-Party Originator's
                  originations or purchases, to calendar months commencing
                  January 1, 2006, as the Purchaser or such Depositor shall
                  reasonably request. Such statements and letters shall be
                  addressed to and be for the benefit of such parties as the
                  Purchaser or such Depositor shall designate, which may
                  include, by way of example, any sponsor, any Depositor and any
                  broker dealer acting as underwriter, placement agent or
                  initial purchaser with respect to a Securitization
                  Transaction. Any such statement or letter may take the form of
                  a standard, generally applicable document accompanied by a
                  reliance letter authorizing reliance by the addressees
                  designated by the Purchaser or such Depositor.

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

                  (A)   the Servicer's form of organization;

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

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

                        (2)   the extent of outsourcing the Servicer utilizes;


                                       72



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

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

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

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

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

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

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


                                       73



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

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

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

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

            (vi)  (A) The Company shall be deemed to represent to the Purchaser
                  and to any Depositor, as of the date on which information is
                  first provided to the Purchaser under this Section 9.01(e)
                  that, except as disclosed in writing to the Purchaser or such
                  Depositor prior to such date: (1) the Company is not aware and
                  has not received notice that any default, early amortization
                  or other performance triggering event has occurred as to any
                  other securitization due to any act or failure to act of the
                  Company; (2) the Company has not been terminated as servicer
                  in a residential mortgage


                                       74



                  loan securitization, either due to a servicing default or to
                  application of a servicing performance test or trigger; (3) no
                  material noncompliance with the applicable Servicing Criteria
                  with respect to other securitizations of residential mortgage
                  loans involving the Company as servicer has been disclosed or
                  reported by the Company; (4) no material changes to the
                  Company's policies or procedures with respect to the servicing
                  function it will perform under this Agreement and any
                  Reconstitution Agreement for mortgage loans of a type similar
                  to the Mortgage Loans have occurred during the three-year
                  period immediately preceding the related Securitization
                  Transaction; (5) there are no aspects of the Company's
                  financial condition that could have a material adverse effect
                  on the performance by the Company of its servicing obligations
                  under this Agreement or any Reconstitution Agreement; (6)
                  there are no material legal or governmental proceedings
                  pending (or known to be contemplated) against the Company, any
                  Subservicer or any Third-Party Originator; and (7) there are
                  no affiliations, relationships or transactions relating to the
                  Company, any Subservicer or any Third-Party Originator with
                  respect to any Securitization Transaction and any party
                  thereto identified by the related Depositor of a type
                  described in Item 1119 of Regulation AB.

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

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

      (f)   The Company shall indemnify the Purchaser, each affiliate of the
            Purchaser, and each of the following parties participating in a
            Securitization Transaction: each sponsor and issuing entity; each
            Person responsible for the preparation, execution or filing of any
            report required to be filed with the Commission with respect to such
            Securitization Transaction, or for execution of a certification
            pursuant to Rule 13a-14(d) or Rule 15d-14(d) under the Exchange Act
            with respect to such Securitization Transaction; each broker dealer
            acting as underwriter, placement agent or initial purchaser, each
            Person who controls any of such parties or the Depositor (within the
            meaning of Section 15 of the Securities Act and Section 20


                                       75



            of the Exchange Act); and the respective present and former
            directors, officers, employees and agents of each of the foregoing
            and of the Depositor, and shall hold each of them harmless from and
            against any losses, damages, penalties, fines, forfeitures, legal
            fees and expenses and related costs, judgments, and any other costs,
            fees and expenses that any of them may sustain arising out of or
            based upon:

            (i)   (A)   any untrue statement of a material fact contained or
                  alleged to be contained in any information, report,
                  certification, accountants' letter or other material provided
                  under Sections 4.29, 6.04(ii), 6.06, 9.01(d) and (e) by or on
                  behalf of the Company, or provided under Sections 4.29,
                  6.04(ii), 6.06, 9.01(d) and (e) by or on behalf of any
                  Subservicer, Subcontractor or Third-Party Originator
                  (collectively, the "Company Information"), or (B) the omission
                  or alleged omission to state in the Company Information a
                  material fact required to be stated in the Company Information
                  or necessary in order to make the statements therein, in the
                  light of the circumstances under which they were made, not
                  misleading; provided, by way of clarification, that clause (B)
                  of this paragraph shall be construed solely by reference to
                  the Company Information and not to any other information
                  communicated in connection with a sale or purchase of
                  securities, without regard to whether the Company Information
                  or any portion thereof is presented together with or
                  separately from such other information;

            (ii)  any failure by the Company, any Subservicer, any Subcontractor
                  or any Third-Party Originator to deliver any information,
                  report, certification, accountants' letter or other material
                  when and as required under Sections 4.29, 6.04(ii), 6.06,
                  9.01(d) and (e), including any failure by the Company to
                  identify any Subcontractor "participating in the servicing
                  function" within the meaning of Item 1122 of Regulation AB; or

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

            In the case of any failure of performance described in sub-clause
            (ii) of this Section 9.01(f), the Company shall promptly reimburse
            the Purchaser, any Depositor, as applicable, and each Person
            responsible for the preparation, execution or filing of any report
            required to be filed with the Commission with respect to such
            Securitization Transaction, or for execution of a certification
            pursuant to Rule 13a-14(d) or Rule 15d-14(d) under the Exchange Act
            with respect to such Securitization Transaction, for all costs
            reasonably incurred by


                                       76



            each such party in order to obtain the information, report,
            certification, accountants' letter or other material not delivered
            as required by the Company, any Subservicer, any Subcontractor or
            any Third-Party Originator.

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

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

      (h)   the Company shall cooperate with the Purchaser in servicing the
      Mortgage Loans in accordance with the usual and customary requirements of
      any credit enhancement, risk management and other service providers and
      shall otherwise cooperate with the Purchaser in connection with such third
      party service providers and the provision of third party services relating
      to a Securitization Transaction; provided, however, that such requirements
      are reasonably acceptable to the Company and pose no greater risk,
      obligation or expense to the Company than otherwise set forth in this
      Agreement. Any additional costs and/or expenses will be paid by the
      requesting party;

      (i)   with respect to any Mortgage Loans that are subject to a
      Securitization Transaction occurring on or before December 31, 2005, in
      which the filing of a Sarbanes-Oxley Certification directly with the
      Commission is required, by February 28, 2006, or in connection with any
      additional Sarbanes-Oxley Certification required to be filed upon thirty
      (30) days written request, an officer of the Seller shall execute and
      deliver an Officer's Certificate substantially in the form attached hereto
      as Exhibit J, to the Purchaser, any master servicer or any depositor for
      the benefit of each such entity and such entity's affiliates and the
      officers, directors and agents of such entity and such


                                       77



      entity's affiliates, and shall indemnify any such entity or persons
      arising out of any breach of Seller's obligations relating thereto as
      provided in such Officer's Certificate.

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

      In the event the Purchaser has elected to have the Company hold record
title to the Mortgages, prior to the Reconstitution Date the Company shall
prepare an Assignment of Mortgage in blank for each Mortgage Loan that is a part
of a Whole Loan Transfer or Agency Transfer or prepare an Assignment of Mortgage
in blank or to the trustee from the Company acceptable to the trustee for each
Mortgage Loan that is part of a Securitization Transaction. The Purchaser shall
pay all preparation and recording costs associated therewith if the Assignments
of Mortgage have been previously prepared and recorded in Purchaser's name. The
Company shall execute each Assignment of Mortgage, track such Assignments of
Mortgage to ensure they have been recorded and deliver them as required by the
trustee upon the Company's receipt thereof. Additionally, the Company shall
prepare and execute, at the direction of the Purchaser, any note endorsements in
connection with any and all seller/servicer agreements. If required at any time
by a rating agency, Purchaser or successor purchaser in connection with any
Whole Loan Transfer, Agency Transfer or Securitization Transaction, the Company
shall deliver such additional document from its Retained Mortgage File within
ten (10) days to the Custodian, successor purchaser or other designee of the
Purchaser as said rating agency, Purchaser or successor purchaser may require.

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


                                       78



                                    ARTICLE X

                                     DEFAULT

Section 10.01. Events of Default.

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

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

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

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

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

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

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

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


                                       79



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

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

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

Section 10.02. Waiver of Defaults.

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

                                   ARTICLE XI

                                   TERMINATION

Section 11.01. Termination.

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


                                       80



      Upon written request from the Purchaser in connection with any such
termination, the Company shall prepare, execute and deliver, any and all
documents and other instruments, place in the Purchaser's possession all
Retained Mortgage Files, and do or accomplish all other acts or things necessary
or appropriate to effect the purposes of such notice of termination, whether to
complete the transfer and endorsement or assignment of the Mortgage Loans and
related documents, or otherwise, at the Company's sole expense. The Company
agrees to cooperate with the Purchaser and such successor in effecting the
termination of the Company's responsibilities and rights hereunder as servicer,
including, without limitation, the transfer to such successor for administration
by it of all cash amounts which shall at the time be credited by the Company to
the Custodial Account or Subsidy Account or Escrow Account or thereafter
received with respect to the Mortgage Loans.

Section 11.02. Termination Without Cause.

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

      The Company shall be entitled to receive, as liquidated damages, upon the
transfer of the servicing rights, an amount equal to 2.25% of the aggregate
outstanding principal amount of the transferred Mortgage Loans as of the
termination date.

                                   ARTICLE XII

                            MISCELLANEOUS PROVISIONS

Section 12.01. Successor to Company.

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


                                       81



3.02, 3.03 and 8.01 shall be applicable to the Company notwithstanding any such
sale, assignment, resignation or termination of the Company, or the termination
of this Agreement.

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

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

      If the Company is terminated pursuant to Sections 8.04 and 10.01, the
Purchaser shall be entitled to be reimbursed from the Company for all costs
associated with the transfer of servicing, including, without limitation, any
costs or expenses associated with the complete transfer of all servicing data
and the completion, correction or manipulation of such servicing data as may be
required by the Purchaser to correct any errors or insufficiencies in the
servicing data or otherwise to enable the Purchaser to service the Mortgage
Loans properly and effectively.

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

Section 12.02. Amendment.

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

Section 12.03. Governing Law.

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

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


                                       82



Section 12.04. Arbitration.

      In the event a claim or controversy arises concerning the interpretation
or enforcement of the terms of this Agreement, the Purchaser and the Company
agree that such claim or controversy may be settled by final, binding
arbitration if the Purchaser and the Company, as applicable, consent to such
arbitration at the time such claim or controversy arises which consent may be
withheld by the Purchaser or the Company in each party's sole discretion.

Section 12.05. Duration of Agreement.

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

Section 12.06. Notices.

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

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

                  Wells Fargo Bank, N.A.
                  1 Home Campus
                  Des Moines, Iowa 50328-0001
                  Attention: John B. Brown, MAC X2401-042
                  Fax: 515/213-7121

                  if to the Company with respect to all other issues:

                  Wells Fargo Bank, N.A.
                  7430 New Technology Way
                  Frederick, Maryland 21703
                  Attention: Structured Finance Manager, MAC X3906-012
                  Fax: (301)846-8152

                  In each instance with a copy to:

                  Wells Fargo Bank, N.A.
                  1 Home Campus
                  Des Moines, Iowa 50328-0001
                  Attention: General Counsel MAC X2401-06T

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

            (ii)  if to Purchaser:


                                       83



                  Bank of America, National Association
                  Hearst Tower
                  NC1-027-21-04
                  214 North Tryon Street, 21st Floor
                  Charlotte, North Carolina 28255
                  Attention: Managing Director

                  Telephone: (704) 388-8708

                  Fax: (704) 386-3215

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

Section 12.07. Severability of Provisions.

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

Section 12.08. Relationship of Parties.

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

Section 12.09. Execution; Successors and Assigns.

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

Section 12.10. Recordation of Assignments of Mortgage.

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


                                       84



Section 12.11. Assignment by Purchaser.

      The Purchaser shall have the right, without the consent of the Company to
assign, in whole or in part, its interest under this Agreement with respect to
some or all of the Mortgage Loans, and designate any person to exercise any
rights of the Purchaser hereunder, by executing an Assignment, Assumption and
Recognition Agreement, and the assignee or designee shall accede to the rights
and obligations hereunder of the Purchaser with respect to such Mortgage Loans.
All references to the Purchaser in this Agreement shall be deemed to include its
assignee or designee. In the event the Purchaser assigns this Agreement, and the
assignee assumes any and all of the Purchaser's obligations hereunder, the
Company acknowledges and agrees to look solely to such assignee, and not the
Purchaser, for performance of the obligations so assumed and the Purchaser shall
be relieved from any liability to the Company with respect thereto.

Section 12.12. Solicitation of Mortgagor.

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

Section 12.13. Further Agreements.

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

Section 12.14. Confidential Information.

      The Company shall keep confidential and shall not divulge to any party,
without the Purchaser's prior written consent, the price paid by the Purchaser
for the Mortgage Loans, except to the extent that it is reasonable and necessary
for the Company to do so in working with legal counsel, auditors, taxing
authorities or other governmental agencies.

Section 12.15. Counterparts.

      This Agreement may be executed simultaneously in any number of
counterparts. Each counterpart shall be deemed to be an original, and all such
counterparts shall constitute one and the same instrument.

Section 12.16. Exhibits.

      The exhibits to this Agreement are hereby incorporated and made a part
hereof and are an integral part of this Agreement.


                                       85



Section 12.17. General Interpretive Principles.

      For purposes of this Agreement, except as otherwise expressly provided or
unless the context otherwise requires:

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

      (b)   accounting terms not otherwise defined herein have the meanings
assigned to them in accordance with GAAP;

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

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

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

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

Section 12.18. Reproduction of Documents.

      This Agreement and all documents relating thereto, including, without
limitation, (a) consents, waivers and modifications which may hereafter be
executed, (b) documents received by any party at the closing, and (c) financial
statements, certificates and other information previously or hereafter
furnished, may be reproduced by any photographic, photostatic, microfilm,
micro-card, miniature photographic or other similar process. The parties agree
that any such reproduction shall be admissible in evidence as the original
itself in any judicial or administrative proceeding, and that any enlargement,
facsimile or further reproduction of such reproduction shall likewise be
admissible in evidence.

Section 12.19. Buydown Loan Aggregate Limitation.

      The aggregate outstanding principal balance of all Buydown Mortgage Loans
in a Loan Package (the "Actual Buydown Balance") shall not, at any time, be
greater than an amount equal to one-half percent (1/2%) of the aggregate
outstanding principal balance of all Mortgage Loans in such Loan Package (the
"Buydown Limit"). In the event that, at any time, the Actual Buydown Balance is
greater than an amount equal to the Buydown Limit, the Company shall, upon the
request of the Purchaser, repurchase at the Repurchase Price within (10)
Business Days of such request any Buydown Mortgage Loan(s) in such Loan Package;
provided, however, that the Actual Buydown Balance immediately after such
repurchase shall be no greater than the


                                       86



Buydown Loan Limit. The Company shall promptly provide notice to the Purchaser
whenever the Actual Buydown Balance is greater than the Buydown Limit.

                [Intentionally Blank - Next Page Signature Page]


                                       87



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

BANK OF AMERICA, NATIONAL                WELLS FARGO BANK, N.A.
ASSOCIATION, PURCHASER                   COMPANY

By: /s/ Bruce W. Good                    By: /s/ Trisha Lowe
    -----------------------------           ------------------------------------

Name: Bruce W. Good                      Name: Trisha Lowe
      ---------------------------              ---------------------------------

Title: Vice President                    Title: Vice President
       --------------------------               --------------------------------




STATE OF              )
                      )     ss:
COUNTY OF ___________ )

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

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

                                           Notary Public

                                           My Commission expires




STATE OF  NORTH CAROLINA  )
                          )   ss:
COUNTY OF  MECKLENBURG    )

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

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

                                           Notary Public

                                           My Commission expires




                                    EXHIBIT A

                   FORM OF ASSIGNMENT AND CONVEYANCE AGREEMENT

On this _____ day of __________ 20___, for good and valuable consideration, the
receipt and sufficiency of which is hereby acknowledged, _______________________
(the "Seller") as the Seller under that certain Amended and Restated Master
Mortgage Loan Purchase Agreement, ("Purchase Agreement") and as the Company
under that certain Amended and Restated Master Seller's Warranties and Servicing
Agreement (the "Servicing Agreement") each dated as of December 1, 2005,
(collectively, the "Agreements") does hereby sell, transfer, assign, set over
and convey to ___________________________ as the Purchaser (the "Purchaser")
under the Purchase Agreement, and Purchaser hereby accepts from Seller, without
recourse, but subject to the terms of the Agreements, all right, title and
interest of, in and to each of the Mortgage Loans listed on the related Mortgage
Loan Schedule attached hereto as Exhibit A, together with the Custodial Mortgage
Files and all rights and obligations arising under the documents contained
therein. Pursuant to Section 2.03 of the Servicing Agreement, the Seller has
delivered to the Custodian the documents required to be delivered under the
Agreements for each Mortgage Loan to be purchased. The Servicing Files and the
Retained Mortgage Files retained by the Seller pursuant to Section 2.01 of the
Servicing Agreement shall be appropriately marked to clearly reflect the sale of
the related Mortgage Loans to the Purchaser.

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

---------------------------------        ---------------------------------------
PURCHASER                                COMPANY

By:                                      By:
    -----------------------------           ------------------------------------

Name:                                    Name:
      ---------------------------             ----------------------------------

Title:                                   Title:
       --------------------------              ---------------------------------


                                   Exhibit A-1



                                    EXHIBIT A

                             MORTGAGE LOAN SCHEDULE


                                   Exhibit A-1



                                    EXHIBIT B

                                     FORM OF
                ASSIGNMENT, ASSUMPTION AND RECOGNITION AGREEMENT

                                                              ____________, 20__

      ASSIGNMENT, ASSUMPTION AND RECOGNITION AGREEMENT (this "Agreement"), dated
___________________, 20__ among _________________, a _________________
corporation having an office at _________________ ("Assignor") and
_________________, having an office at _________________ ("Assignee") and Wells
Fargo Bank, N.A. (the "Company"), having an office at 1 Home Campus, Des Moines,
Iowa 50328-0001:

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

      1.    The Assignor hereby grants, transfers and assigns to Assignee all of
the right, title and interest of Assignor, as Purchaser, in, to and under (i)
that certain Seller's Warranties and Servicing Agreement (the "Seller's
Warranties and Servicing Agreement"), dated as of _________________, by and
between _________________ (the "Purchaser"), and _________________ (the
"Company"), (ii) that certain Mortgage Loan Purchase Agreement (the "Mortgage
Loan Purchase Agreement" and, together with the Seller's Warranties and
Servicing Agreement, the "Purchase and Servicing Agreements"), dated as of
_______, by and between the Purchaser and the Company, (iii) the mortgage loans
delivered thereunder by the Company to the Assignor set forth on Exhibit 1
attached hereto (the "Mortgage Loans"), and (iv) that certain Custody Agreement
(the "Custody Agreement" and, together with the Purchase and Servicing
Agreements, the "Assigned Agreements"), dated as of _________________, by and
among the Purchaser and _________________ (the "Custodian").

      Simultaneously with the execution of this Agreement, on the date hereof,
the Assignee shall pay to the Assignor for each Mortgage Loan the purchase price
as calculated pursuant to the [Commitment Letter], dated as of _______, 200_
(the "[Commitment Letter]"), by and between the Assignee and the Assignor. The
Assignee shall pay the purchase price payable under the Commitment Letter by
wire transfer of immediately available funds to the account specified by the
Assignor. The Assignee shall be entitled to (i) all payments and other
recoveries of principal on the Mortgage Loans received after ______, 200_ or
such other date mutually agreeable to the Assignor and the Assignee (the
"Mortgage Loans Cut-off Date") and (ii) all payments of interest on the Mortgage
Loans at the related Mortgage Loan Remittance Rate.

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

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


                                   Exhibit B-1



            b.    The Assignor has not received notice of, and has no knowledge
of, any offsets, counterclaims or other defenses available to the Company with
respect to the Assigned Agreements or the Mortgage Loans;

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

            d.    Neither the Assignor nor anyone acting on its behalf has
offered, transferred, pledged, sold or otherwise disposed of the Mortgage Loans,
any interest in the Mortgage Loans or any other similar security to, or
solicited any offer to buy or accept a transfer, pledge or other disposition of
the Mortgage Loans, any interest in the Mortgage Loans or any other similar
security from, or otherwise approached or negotiated with respect to the
Mortgage Loans, any interest in the Mortgage Loans or any other similar security
with, any person in any manner, or made any general solicitation by means of
general advertising or in any other manner, or taken any other action which
would constitute a distribution of the Mortgage Loans under the Securities Act
of 1933 (the "1933 Act") or which would render the disposition of the Mortgage
Loans a violation of Section 5 of the 1933 Act or require registration pursuant
thereto.

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

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

            b.    The Assignee understands that the Mortgage Loans have not been
registered under the 1933 Act or the securities laws of any state;

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

            d.    The Assignee is acquiring the Mortgage Loans for investment
for its own account only and not for any other person. In this connection,
neither the Assignee nor any person authorized to act therefor has offered to
sell the Mortgage Loans by means of any general advertising or general
solicitation within the meaning of Rule 502(c) of U.S. Securities and Exchange
Commission Regulation D, promulgated under the 1933 Act;

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


                                   Exhibit B-2



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

            g.    Neither the Assignee nor anyone acting on its behalf has
offered, transferred, pledged, sold or otherwise disposed of the Mortgage Loans,
any interest in the Mortgage Loans or any other similar security to, or
solicited any offer to buy or accepted a transfer, pledge or other disposition
of the Mortgage Loans, any interest in the Mortgage Loans or any other similar
security from, or otherwise approached or negotiated with respect to the
Mortgage Loans, any interest in the Mortgage Loans or any other similar security
with, any person in any manner which would constitute a distribution of the
Mortgage Loans under the 1933 Act or which would render the disposition of the
Mortgage Loans a violation of Section 5 of the 1933 Act or require registration
pursuant thereto, nor will it act, nor has it authorized or will it authorize
any person to act, in such manner with respect to the Mortgage Loans; and

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

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

                  _____________________________

                  _____________________________

                  _____________________________


                  Attention:

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

                  _____________________________

                  _____________________________



                  Attention:


      4.    From and after the date hereof, the Company shall note the transfer
of the Mortgage Loans to the Assignee in its books and records, the Company
shall recognize the


                                   Exhibit B-3



Assignee as the owner of the Mortgage Loans and the Company shall service the
Mortgage Loans for the benefit of the Assignee pursuant to the Seller's
Warranties and Servicing Agreement, the terms of which are incorporated herein
by reference. It is the intention of the Assignor, the Company and the Assignee
that the Assigned Agreements shall be binding upon and inure to the benefit of
the Company and the Assignee and their respective successors and assigns.

                               [Signatures Follow]


                                   Exhibit B-4



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

Assignor                                      Assignee

By:                                           By:
    ------------------------------

Name:                                         Name:
      ----------------------------

Its:                                          Its:
     -----------------------------

Taxpayer Identification No.:                  Taxpayer Identification No.:

Acknowledged this ___ day of ________________, 20___

WELLS FARGO BANK, N.A.
Company

By:

Name:


                                   Exhibit B-5



                                    EXHIBIT C

                                CUSTODY AGREEMENT


                                   Exhibit C-1



                                    EXHIBIT D

               CONTENTS OF EACH RETAINED MORTGAGE FILE, CUSTODIAL
                        MORTGAGE FILE AND SERVICING FILE

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

WITH RESPECT TO EACH CUSTODIAL MORTGAGE FILE:

      1.    (a)   The original Mortgage Note bearing all intervening
            endorsements, endorsed "Pay to the order of without recourse" and
            signed in the name of the Company by an authorized officer (in the
            event that the Mortgage Loan was acquired by the Company in a
            merger, the signature must be in the following form: "[Company],
            successor by merger to [name of predecessor]"; and in the event that
            the Mortgage Loan was acquired or originated by the Company while
            doing business under another name, the signature must be in the
            following form: "[Company], formerly known as [previous name]"). The
            Mortgage Note must contain all necessary intervening endorsements
            showing a complete chain of endorsement from the originator (each
            such endorsement being sufficient to transfer all right, title and
            interest of the party so endorsing, as noteholder or assignee
            thereof, in and to that Mortgage Note); or

            (b)   With respect to no more than 1% of the unpaid principal
            balance of the Mortgage Loans as of the related Cut-off Date, a
            certified copy of the Mortgage Note (endorsed as provided above)
            together with a lost note affidavit, providing indemnification to
            the holder thereof for any losses incurred due to the fact that the
            original Mortgage Note is missing.

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

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


                                   Exhibit D-1



            successor by merger to [name of predecessor]." If the Mortgage Loan
            was acquired or originated by the Company while doing business under
            another name, the Assignment of Mortgage must be by "[Company],
            formerly know as [previous name]." Subject to the foregoing and
            where permitted under the applicable laws of the jurisdiction
            wherein the Mortgaged property is located, such Assignments of
            Mortgage may be made by blanket assignments for Mortgage Loans
            secured by the Mortgaged Properties located in the same county. If
            the related Mortgage has been recorded in the name of Mortgage
            Electronic Registration Systems, Inc. ("MERS") or its designee, no
            Assignment of Mortgage will be required to be prepared or delivered
            and instead, the Company shall take all actions as are necessary to
            cause the Purchaser to be shown as the owner of the related Mortgage
            Loan on the records of MERS for purposes of the system of recording
            transfers of beneficial ownership of mortgages maintained by MERS.

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

      5.    Original or certified copy of power of attorney, if applicable.

WITH RESPECT TO EACH RETAINED MORTGAGE FILE:

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

      7.    For any Mortgage Loan not recorded in the name of MERS, originals or
            certified true copies of documents sent for recordation of all
            intervening assignments of the Mortgage with evidence of recording
            thereon, or if any such intervening assignment has not been returned
            from the applicable recording office or has been lost or if such
            public recording office retains the original recorded assignments of
            mortgage, the Company shall deliver or cause to be delivered to the
            Custodian, a


                                   Exhibit D-2



            photocopy of such intervening assignment, together with (i) in the
            case of a delay caused by the public recording office, an Officer's
            Certificate of the Company stating that such intervening assignment
            of mortgage has been dispatched to the appropriate public recording
            office for recordation and that such original recorded intervening
            assignment of mortgage or a copy of such intervening assignment of
            mortgage certified by the appropriate public recording office or by
            the title insurance company that issued the title policy to be a
            true and complete copy of the original recorded intervening
            assignment of mortgage will be promptly delivered to the Custodian
            upon receipt thereof by the Company; or (ii) in the case of an
            intervening assignment where a public recording office retains the
            original recorded intervening assignment or in the case where an
            intervening assignment is lost after recordation in a public
            recording office, a copy of such intervening assignment certified by
            such public recording office to be a true and complete copy of the
            original recorded intervening assignment.

      8.    The original mortgagee policy of title insurance (or in the case of
            any Mortgage Loan secured by a Mortgaged Property located in a
            jurisdiction where such policies are generally not available, an
            opinion of counsel of the type customarily rendered in such
            jurisdiction in lieu of title insurance).

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

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

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

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

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

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

                  Cooperative Shares with a Stock Certificate in blank attached;

                  Original Proprietary Lease;

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


                                   Exhibit D-3



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

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

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

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

      12.   Fully executed residential loan application.

      13.   Fully executed Mortgage Loan closing statement (Form HUD-1) and any
            other truth in lending or real estate settlement procedure forms
            required by law.

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

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

      16.   Credit report on the Mortgagor.

      17.   Residential Appraisal report.

      18.   Photograph of the Mortgaged Property.

      19.   Survey of the Mortgaged Property, if required by the title company
            or applicable law.

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

      21.   All fully executed required disclosure statements required by state
            and federal law.

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

      23.   Sales contract, if applicable.

      24.   Evidence of payment of taxes and insurance premiums, insurance claim
            files, correspondence, current and historical computerized data
            files, and all other processing, underwriting and closing papers and
            records which are customarily


                                   Exhibit D-4



            contained in a mortgage loan file and which are required to document
            the Mortgage Loan or to service the Mortgage Loan.

      25.   Amortization schedule, if available.

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

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


                                   Exhibit D-5



                                    EXHIBIT E

                                    DATA FILE

Loan Number
Channel
Property City
Property State
Property Zip
Property County
Note Date
First Payment Date
Last Payment Date
Maturity Date
Original Loan Amount
Purchase Price
Appraised Value
Current Balance
Sale Balance
Current Interest Rate
Current PANDI
Product Type
Remaining Term
LTV
MI Code
Property Type
Occupancy Code
Purpose Code
Stream Code
Conforming
Client Name
LEX Number
Employer Name
Subsidy Code
Initial Interest Rate
Rate Change Date
Margin
Rate Cap
Max Interest Rate
Convertible
Index
Periodic Rate Cap
Relo Indicator
Temp Buydown
Servicing Fee


                                   Exhibit E-1



Master Service Fee
Servicer Name
TLTV
ECS Raw Score
ECS Score Code
FICO Raw Score
FICO Score Code
ECS Version Number
Leasehold Indicator
No Ratio Indicator
Alt A Indicator
Citizen Type Code
Program Code
Credit Grade
Lien Status
Terminal Didget
Prepayment Penalty Period (years)
Servicer Code
Loan Term Number
Loan MI Certificate Number
Loan MI Coverage Percent
Borrower Last Name
Borrower First Name
Borrower Street Address
Pledged Asset Indicator
Loan Effect LTV Percent
Timesaver Indicator
Interest Only Indicator


                                   Exhibit E-2



                                    EXHIBIT F

                  SERVICING SYSTEM GUIDELINES AND REQUIREMENTS

Loading/Updating Investor Headers

      1.    Bank of America will provide investor header matrix for input on MSP
            by Servicer. Updates/additions will occur monthly, including new
            investor header detail for each new deal that is settled.

      2.    The Servicer will load investor headers upon receipt or before month
            end. The following fields will need to be updated on IN03: MS OPT,
            MS INV CNTRL NO, MS MO DELQ, and MS JUST FL.

      3.    The Servicer will update the investor headers on the first business
            day of the next/following month to ensure that the correct loan
            accounts will appear on the corresponding 413 file that will
            represent the new month's activity.

Loading Account Numbers

      1.    Upon receipt of a funding schedule, Bank of America will deliver a
            cross reference of Servicer-to-Bank of America account numbers to
            the servicer. The account numbers will be delivered in the tran 55
            layout for loading in the next Servicer MSP cycle.

      2.    The Servicer will load account numbers on the first business day of
            the month to ensure that the correct Bank of America account numbers
            will appear on the corresponding 413 file that will represent the
            new month's activity.

Automated Monetary Transaction File - 413

      1.    Call Fidelity PowerCell and request installation of IP 770

      2.    On the first business day of the month, the financial transactions
            for the LSBO portfolio will transmit from the Servicer MSP system to
            the Bank of America MSP system.

Monthly Servicer File - Automated

      1.    Call Fidelity PowerCell and initiate an SSR for the installation of
            IP 1804 and the interchange set-up required to host and transmit
            this file. This enhancement will provide an automated month-end feed
            from the Servicer to Bank of America for the LSBO portfolio
            identified by the corresponding investor headers. The feed will
            include all new loans purchased by Bank of America in the previous
            month, as well as a maintenance file for all existing loans in the
            LSBO portfolio

      2.    Once installed, populate XX flag on the IN03 screen. This flag will
            assist with synchronizing the feeds received in the Monthly Servicer
            File and the corresponding 413 file.

      3.    Bank of America will receive and process the electronic file on the
            first business day of the month for the previous month-end file.
            Note: This file comes from the servicer automatically with the
            installation of the IP.


                                   Exhibit F-1



Monthly Servicer File - Manual

For testing purposes, and in the event that the IP is not installed prior to
initial conversion, a manual process is in place to provide the Monthly Servicer
File data feed for REMOTE MSP clients.

      1.    The Servicer will load/update investor header information received
            from Bank of America.

      2.    The Servicer will send an email granting permission to Fidelity to
            provide the manual feed of accounts in the assigned investor headers
            identified. The email will contain the MSP client and corresponding
            investor/categories to be included in the feed.

      3.    Bank of America will receive and process the file on the first
            business day of the month for the previous month-end file.

                  Note: For LICENSED MSP clients, the servicer will install and
      use the existing work-around EZTrieve process. (This will require the
      installation, testing, and implementation of the EZTrieve until the IP is
      ready.) The servicer will be required to develop a test file and
      production files until the IP is available.

Reporting Requirements

Required reports for the LSBO project are as follows:

      o     S215 - Report summarizes the collections made during the reporting
            period

      o     S214 - Report summarizes paid in full loans made during the
            reporting period

      o     P139 - Monthly statement of mortgage accounts or a trial balance as
            of the cutoff date

      o     SCHEDULED REMITTANCE REPORTS - Servicers send on a monthly basis. We
            would like this report by the 5th business day.

      o     DELINQUENCY REPORT - Report from the servicer to be sent by the 5th
            business day. If the servicer is a Fidelity client, we would like a
            P4DL report. Otherwise, a similar report will suffice. LSBO would
            like this report sent via e-mail or fax.

NOTE: These S215, S214, and P139 reports will be provided in an electronic
format. These reports are automatically generated when the 951/139 cutoff is
calendared. The reports are required for the LSBO project; reports in addition
to these may be reasonably required in a format mutually agreed by the Purchaser
and the Company.


                                   Exhibit F-2



                                    EXHIBIT G

                            MONTHLY REMITTANCE ADVICE


                                   Exhibit G-1



                                    EXHIBIT H

                       SERVICING CRITERIA TO BE ADDRESSED
                           IN ASSESSMENT OF COMPLIANCE

     The assessment of compliance to be delivered by [the Company][Name of
   Subservicer] shall address, as a minimum, the criteria identified below as
                        "Applicable Servicing Criteria"



--------------------------------------------------------------------------------------------------------------------------------
    REG AB                              SERVICING CRITERIA                                APPLICABLE           INAPPLICABLE
   REFERENCE                                                                          SERVICING CRITERIA    SERVICING CRITERIA
--------------------------------------------------------------------------------------------------------------------------------

                                 GENERAL SERVICING CONSIDERATIONS
--------------------------------------------------------------------------------------------------------------------------------
                       Policies and procedures are instituted to monitor any
                      performance or other triggers and events of default in
1122(d)(1)(i)               accordance with the transaction agreements.
--------------------------------------------------------------------------------------------------------------------------------
                   If any material servicing activities are outsourced to third
                   parties, policies and procedures are instituted to monitor
                   the third party's performance and compliance with such
1122(d)(1)(ii)     servicing activities.
--------------------------------------------------------------------------------------------------------------------------------
                   Any requirements in the transaction agreements to maintain a
1122(d)(1)(iii)    back-up servicer for the mortgage loans are maintained.
--------------------------------------------------------------------------------------------------------------------------------
                   A fidelity bond and errors and omissions policy is in effect
                   on the party participating in the servicing function
                   throughout the reporting period in the amount of coverage
                   required by and otherwise in accordance with the terms of the
1122(d)(1)(iv)     transaction agreements.
--------------------------------------------------------------------------------------------------------------------------------
                                CASH COLLECTION AND ADMINISTRATION
--------------------------------------------------------------------------------------------------------------------------------
                   Payments on mortgage loans are deposited into the appropriate
                   custodial bank accounts and related bank clearing accounts no
                   more than two business days following receipt, or such other
1122(d)(2)(i)      number of days specified in the transaction agreements.
--------------------------------------------------------------------------------------------------------------------------------
                   Disbursements made via wire transfer on behalf of an obligor
1122(d)(2)(ii)     or to an investor are made only by authorized personnel.
--------------------------------------------------------------------------------------------------------------------------------
                   Advances of funds or guarantees regarding collections, cash
                   flows or distributions, and any interest or other fees
                   charged for such advances, are made, reviewed and approved as
1122(d)(2)(iii)    specified in the transaction agreements.
--------------------------------------------------------------------------------------------------------------------------------
                   The related accounts for the transaction, such as cash
                   reserve accounts or accounts established as a form of
                   overcollateralization, are separately maintained (e.g., with
                   respect to commingling of cash) as set forth in the
1122(d)(2)(iv)     transaction agreements.
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                   Each custodial account is maintained at a federally insured
                   depository institution as set forth in the transaction
                   agreements. For purposes of this criterion, "federally
                   insured depository institution" with respect to a foreign
                   financial institution means a foreign financial institution
                   that meets the requirements of Rule 13k-1(b)(1) of the
1122(d)(2)(v)      Securities Exchange Act.
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                   Unissued checks are safeguarded so as to prevent unauthorized
1122(d)(2)(vi)     access.
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                   Reconciliations are prepared on a monthly basis for all
                   asset-backed securities related bank accounts, including
                   custodial accounts and related bank clearing accounts. These
                   reconciliations are (A) mathematically accurate; (B) prepared
                   within 30 calendar days after the bank statement cutoff date,
                   or such other number of days specified in the transaction
                   agreements; (C) reviewed and approved by someone other than
                   the person who prepared the reconciliation; and (D) contain
                   explanations for reconciling items. These reconciling items
                   are resolved within 90 calendar days of their original
                   identification, or such other number of days specified in the
1122(d)(2)(vii)    transaction agreements.
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                                INVESTOR REMITTANCES AND REPORTING
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                   Reports to investors, including those to be filed with the
                   Commission, are maintained in accordance with the transaction
                   agreements and applicable Commission requirements.
                   Specifically, such reports (A) are prepared in accordance
                   with timeframes and other terms set forth in the transaction
                   agreements; (B) provide information calculated in accordance
                   with the terms specified in the transaction agreements; (C)
                   are filed with the Commission as required by its rules and
                   regulations; and (D) agree with investors' or the trustee's
                   records as to the total unpaid principal balance and number
1122(d)(3)(i)      of mortgage loans serviced by the Servicer.
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                   Amounts due to investors are allocated and remitted in
                   accordance with timeframes, distribution priority and other
1122(d)(3)(ii)     terms set forth in the transaction agreements.
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                   Disbursements made to an investor are posted within two
                   business days to the Servicer's investor records, or such
1122(d)(3)(iii)    other number of days specified in the transaction agreements.
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                   Amounts remitted to investors per the investor reports agree
                   with cancelled checks, or other form of payment, or custodial
1122(d)(3)(iv)     bank statements.
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    REG AB                                      SERVICING CRITERIA                        APPLICABLE           INAPPLICABLE
   REFERENCE                                                                          SERVICING CRITERIA    SERVICING CRITERIA
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                                     POOL ASSET ADMINISTRATION
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                   Collateral or security on mortgage loans is maintained as
                   required by the transaction agreements or related mortgage
1122(d)(4)(i)      loan documents.
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                   Mortgage loan and related documents are safeguarded as
1122(d)(4)(ii)     required by the transaction agreements
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                   Any additions, removals or substitutions to the asset pool
                   are made, reviewed and approved in accordance with any
1122(d)(4)(iii)    conditions or requirements in the transaction agreements.
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                   Payments on mortgage loans, including any payoffs, made in
                   accordance with the related mortgage loan documents are
                   posted to the Servicer's obligor records maintained no more
                   than two business days after receipt, or such other number of
                   days specified in the transaction agreements, and allocated
                   to principal, interest or other items (e.g., escrow) in
1122(d)(4)(iv)     accordance with the related mortgage loan documents.
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                   The Servicer's records regarding the mortgage loans agree
                   with the Servicer's records with respect to an obligor's
1122(d)(4)(v)      unpaid principal balance.
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                   Changes with respect to the terms or status of an obligor's
                   mortgage loans (e.g., loan modifications or re-agings) are
                   made, reviewed and approved by authorized personnel in
                   accordance with the transaction agreements and related pool
1122(d)(4)(vi)     asset documents.
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                   Loss mitigation or recovery actions (e.g., forbearance plans,
                   modifications and deeds in lieu of foreclosure, foreclosures
                   and repossessions, as applicable) are initiated, conducted
                   and concluded in accordance with the timeframes or other
1122(d)(4)(vii)    requirements established by the transaction agreements.
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                   Records documenting collection efforts are maintained during
                   the period a mortgage loan is delinquent in accordance with
                   the transaction agreements. Such records are maintained on at
                   least a monthly basis, or such other period specified in the
                   transaction agreements, and describe the entity's activities
                   in monitoring delinquent mortgage loans including, for
                   example, phone calls, letters and payment rescheduling plans
                   in cases where delinquency is deemed temporary (e.g., illness
1122(d)(4)(viii)   or unemployment).
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                   Adjustments to interest rates or rates of return for mortgage
                   loans with variable rates are computed based on the related
1122(d)(4)(ix)     mortgage loan documents.
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                   Regarding any funds held in trust for an obligor (such as
                   escrow accounts): (A) such funds are analyzed, in accordance
                   with the obligor's mortgage loan documents, on at least an
                   annual basis, or such other period specified in the
                   transaction agreements; (B) interest on such funds is paid,
                   or credited, to obligors in accordance with applicable
                   mortgage loan documents and state laws; and (C) such funds
                   are returned to the obligor within 30 calendar days of full
                   repayment of the related mortgage loans, or such other number
1122(d)(4)(x)      of days specified in the transaction agreements.
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                   Payments made on behalf of an obligor (such as tax or
                   insurance payments) are made on or before the related penalty
                   or expiration dates, as indicated on the appropriate bills or
                   notices for such payments, provided that such support has
                   been received by the servicer at least 30 calendar days prior
                   to these dates, or such other number of days specified in the
1122(d)(4)(xi)     transaction agreements.
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                   Any late payment penalties in connection with any payment to
                   be made on behalf of an obligor are paid from the Servicer's
                   funds and not charged to the obligor, unless the late payment
1122(d)(4)(xii)    was due to the obligor's error or omission.
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                   Disbursements made on behalf of an obligor are posted within
                   two business days to the obligor's records maintained by the
                   servicer, or such other number of days specified in the
1122(d)(4)(xiii)   transaction agreements.
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                   Delinquencies, charge-offs and uncollectible accounts are
                   recognized and recorded in accordance with the transaction
1122(d)(4)(xiv)    agreements.
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                   Any external enhancement or other support, identified in Item
                   1114(a)(1) through (3) or Item 1115 of Regulation AB, is
1122(d)(4)(xv)     maintained as set forth in the transaction agreements.
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                                    EXHIBIT I

                             SARBANES CERTIFICATION

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

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

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

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

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

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

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




      [Depositor] [Master Servicer]. Any material instance of noncompliance with
      the Servicing Criteria has been disclosed in such reports.


                                             Date:

                                             By:______________________________

                                             Name:____________________________

                                             Title:___________________________




                                    EXHIBIT J

                   FORM OF SARBANES-OXLEY BACK-UP CERTIFICATE

      I, __________________________, certify to ____________________________,
and its officers, directors, agents and affiliates (the "[ ]") , and with the
knowledge and intent that they will rely upon this certification, that:

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

      (ii)  The servicing information required to be provided to the [ ] by the
            Servicer under this Servicing Agreement has been provided to the [
            ];

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

      (iv)  I have disclosed to the [ ] all significant deficiencies relating to
            the Servicer's compliance with the minimum servicing standards in
            accordance with a review conducted in compliance with the Uniform
            Single Attestation Program for Mortgage Bankers or similar standard
            as set forth in the Servicing Agreement.

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




      IN WITNESS WHEREOF, I have hereunto signed by name and affixed the seal of
the Company.

Dated: _____________________          By:
                                      Name:
                                      Title:




                                        E


                                   Exhibit H-1