Unassociated Document

ASSIGNMENT, ASSUMPTION AND RECOGNITION AGREEMENT

THIS ASSIGNMENT, ASSUMPTION AND RECOGNITION AGREEMENT (the “Assignment and Assumption Agreement”), dated as of June 29, 2007, among Alesco Loan Holdings Trust (the “Assignor”), Bear Stearns ARM Trust 2007-2, as issuer (the “Assignee”) and Wells Fargo Bank, N.A. (the “Company”).

Whereas, the Citigroup Global Markets Realty Corp. (“Citigroup”) purchased certain mortgage loans listed on Exhibit A attached hereto (the “Mortgage Loans”) from the Company pursuant to that certain (i) Mortgage Loan Purchase Agreement dated as of June 1, 2005 (2005-W40), (ii) Mortgage Loan Purchase Agreement dated as of July 1, 2005 (2005-W43), (iii) Mortgage Loan Purchase Agreement dated as of July 1, 2005 (2005-W52), (iv) Amended and Restated Master Mortgage Loan Purchase Agreement dated as of March 1, 2006, as amended by that First Amendment dated as of October 26, 2006 (together, the “Mortgage Loan Purchase Agreement”), and (v) that certain Assignment and Conveyance Agreement (2006-W95, 2006-W96 and 2006-W97) dated as of November 28, 2006, each between the Company and Citigroup (the “Assignment and Conveyance Agreement”, together with the Mortgage Loan Purchase Agreement, the “Purchase Agreements”); and

Whereas, Citigroup and the Company entered into that certain (i) Seller’s Warranties and Servicing Agreement dated as of June 1, 2005 (2005-W40), (ii) Seller’s Warranties and Servicing Agreement dated as of July 1, 2005 (2005-W43), (iii) Seller’s Warranties and Servicing Agreement dated as of July 1, 2005 (2005-W52) (collectively, the “Servicing Agreements”) and (iv) Amended and Restated Flow Servicing Agreement, dated as of March 1, 2006, as amended by that First Amendment dated as of August 1, 2006 (together, the “Flow Servicing Agreement”), pursuant to which the Company agreed to service the Mortgage Loans.

Whereas, Citigroup assigned all of its right, title and interest in, to and under the Purchase Agreements, Servicing Agreements and Flow Servicing Agreement with respect to the Mortgage Loans to the Assignor pursuant to that certain (i) Assignment, Assumption and Recognition Agreement, dated as of February 28, 2006 (the “February Wells Fargo AAR”) and (ii) Assignment, Assumption and Recognition Agreement, dated as of December 6, 2006 (the “December Wells Fargo AAR”; and, together with the February Wells Fargo AAR, the “AAR”; and, the AAR collectively with the Flow Servicing Agreement, Servicing Agreements and the Purchase Agreements, the “Wells Fargo Agreements”), among Citigroup, the Assignor and the Company.

In consideration of the mutual promises and agreements contained herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree that the Mortgage Loans now serviced by the Company for the Assignor and its successors and assigns pursuant to the Flow Servicing Agreement, as amended by the AAR, shall be subject to the terms of this Assignment and Assumption Agreement. Capitalized terms used herein but not otherwise defined shall have the meanings assigned to them in the Flow Servicing Agreement, as amended by the AAR.

Assignment and Assumption

1. Except as expressly provided for herein, the Assignor hereby grants, transfers and assigns to the Assignee all of its right, title and interest in, to and under (a) the Mortgage Loans and (b) the Wells Fargo Agreements with respect to the Mortgage Loans; provided, however, that the Assignor is not assigning to the Assignee any of its right, title and interest, to and under the Wells Fargo Agreements with respect to any mortgage loan other than the Mortgage Loans listed on Exhibit A. The Assignor specifically reserves and does not assign the right to enforce the representations and warranties set forth in Section 6(b) of the Mortgage Loan Purchase Agreement and remedies set forth in Section 4(b) of the Mortgage Loan Purchase Agreement. Except as is otherwise expressly provided herein, the Assignor makes no representations, warranties or covenants to the Assignee and the Assignee acknowledges that the Assignor has no obligations to the Assignee under the terms of the Wells Fargo Agreements or otherwise relating to the transaction contemplated herein (including, but not limited to, any obligation to indemnify the Assignee).

Assignor acknowledges and agrees that upon execution of this Assignment and Assumption Agreement, with respect to the Mortgage Loans, the Assignee shall become the “Purchaser” under the Purchase Agreements and the “Owner” under the Flow Servicing Agreement, and all representations, warranties and covenants by the “Company” or the “Seller”, as applicable, to the “Purchaser” under the Purchase Agreements and to the “Owner” under the Flow Servicing Agreement including, but not limited to, the rights to receive indemnification and the enforcement of the document delivery requirements, shall accrue to Assignee by virtue of this Assignment and Assumption Agreement. Assignor acknowledges and agrees that upon execution of this Assignment and Assumption Agreement, with respect to the Mortgage Loans, all representations, warranties and covenants and the ability to enforce the representations, warranties and covenants by the “Company” or the “Seller”, as applicable, to the “Purchaser” under the Purchase Agreements and the “Owner” under the Flow Servicing Agreement shall accrue to the Assignee by virtue of this Assignment and Assumption Agreement.

Representations Warranties and Covenants

2. The Assignor warrants and represents to, and covenants with, the Assignee that as of the date hereof:

(a)

Attached hereto as Exhibit B are true and accurate copies of the Wells Fargo Agreements, which agreements are in full force and effect as of the date hereof and the provisions of which have not been waived, further amended or modified in any respect, nor has any notice of termination been given thereunder;

(b)

The Assignor is the lawful owner of the Mortgage Loans with full right to transfer the Mortgage Loans and any and all of its interests, rights and obligations under the Wells Fargo Agreements as they relate to the Mortgage Loans, free and clear from any and all claims and encumbrances; and upon the transfer of the Mortgage Loans to the Assignee as contemplated herein, Assignee shall have good title to each and every Mortgage Loan, as well as any and all of the Assignee’s interests, rights and obligations under the Wells Fargo Agreements as they relate to the Mortgage Loans, free and clear of any and all liens, claims and encumbrances;

(c)	There are no offsets, counterclaims or other defenses available to the Company with respect to the Mortgage Loans or the Wells Fargo Agreements;

(d)	The Assignor has no knowledge of, and has not received notice of, any waivers under, or any modification of, any Mortgage Loan;

(e)	The Assignor is duly organized, validly existing and in good standing under the laws of the jurisdiction of its incorporation, and has all requisite power and authority to acquire, own and sell the Mortgage Loans;

(f)

The Assignor has full corporate power and authority to execute, deliver and perform its obligations under this Assignment and Assumption Agreement, and to consummate the transactions set forth herein. The consummation of the transactions contemplated by this Assignment and Assumption Agreement is in the ordinary course of the Assignor’s business and will not conflict with, or result in a breach of, any of the terms, conditions or provisions of the Assignor’s charter or by-laws or any legal restriction, or any material agreement or instrument to which the Assignor is now a party or by which it is bound, or result in the violation of any law, rule, regulation, order, judgment or decree to which Assignor or its property is subject. The execution, delivery and performance by the Assignor of this Assignment and Assumption Agreement and the consummation by it of the transactions contemplated hereby, have been duly authorized by all necessary corporate action on part of the Assignor. This Assignment and Assumption Agreement has been duly executed and delivered by the Assignor and, upon the due authorization, execution and delivery by the Assignee and the Company, will constitute the valid and legally binding obligation of the Assignor enforceable against the Assignor in accordance with its terms except as enforceability may be limited by bankruptcy, reorganization, insolvency, moratorium or other similar laws now or hereafter in effect relating to creditors’ rights generally, and by general principles of equity regardless of whether enforceability is considered in a proceeding in equity or at law;

(g)

No consent, approval, order or authorization of, or declaration, filing or registration with, any governmental entity is required to be obtained or made by the Assignor in connection with the execution, delivery or performance by the Assignor of this Assignment and Assumption Agreement, or the consummation by it of the transactions contemplated hereby. Neither the Assignor nor anyone acting on its behalf has offered, transferred, pledged, sold or otherwise disposed of the Mortgage Loans or any interest in the Mortgage Loans, or solicited any offer to buy or accept a transfer, pledge or other disposition of the Mortgage Loans, or any interest in the Mortgage Loans or otherwise approached or negotiated with respect to the Mortgage Loans, or any interest in the Mortgage Loans 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, as amended (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; and

(h)

The Assignor has received from the Company, and has delivered to the Assignee, all documents required to be delivered to the Assignor by the Company prior to the date hereof pursuant to the Flow Servicing Agreement with respect to the Mortgage Loans and has not received, and has not requested from the Company, any additional documents.

3. The Assignee warrants and represents to, and covenants with, Assignor and Company as of the date hereof:

(a)	The Assignee is duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization and has all requisite power and authority to hold the Mortgage Loans on behalf of the holders of Bear Stearns ARM Trust 2007-2, Mortgage-Backed Notes, Series 2007-2;

(b)

The Assignee has full corporate power and authority to execute, deliver and perform under this Assignment and Assumption Agreement, and to consummate the transactions set forth herein. The consummation of the transactions contemplated by this Assignment and Assumption Agreement is in the ordinary course of the Assignee’s business and will not conflict with, or result in a breach of, any of the terms, conditions or provisions of the Assignee’s charter or by-laws or any legal restriction, or any material agreement or instrument to which the Assignee is now a party or by which it is bound, or result in the violation of any law, rule, regulation, order, judgment or decree to which the Assignee or its property is subject. The execution, delivery and performance by the Assignee of this Assignment and Assumption Agreement and the consummation by it of the transactions contemplated hereby, have been duly authorized by all necessary corporate action on part of the Assignee. This Assignment and Assumption Agreement has been duly executed and delivered by the Assignee and, upon the due authorization, execution and delivery by the Assignor and the Company, will constitute the valid and legally binding obligation of Assignee enforceable against the Assignee in accordance with its terms except as enforceability may be limited by bankruptcy, reorganization, insolvency, moratorium or other similar laws now or hereafter in effect relating to creditors’ rights generally, and by general principles of equity regardless of whether enforceability is considered in a proceeding in equity or at law;

(c)

No consent, approval, order or authorization of, or declaration, filing or registration with, any governmental entity is required to be obtained or made by the Assignee in connection with the execution, delivery or performance by the Assignee of this Assignment and Assumption Agreement, or the consummation by it of the transactions contemplated hereby; and

(d)	The Assignee assumes all of the rights of the Purchaser or Owner, as applicable, under the Wells Fargo Agreements with respect to the Mortgage Loans other than the right to enforce the obligations of the Company under the Wells Fargo Agreements.

4. The Company warrants and represents to, and covenants with, the Assignor and the Assignee as of the date hereof:

(a)

(b)	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 requisite power and authority to service the Mortgage Loans and otherwise to perform its obligations under the Wells Fargo Agreements;

(c)

The Company has full power and authority to execute, deliver and perform its obligations under this Assignment and Assumption Agreement, and to consummate the transactions set forth herein. The consummation of the transactions contemplated by this Assignment and Assumption Agreement is in the ordinary course of the Company’s business and will not conflict with, or result in a breach of, any of the terms, conditions or provisions of the Company’s charter or by-laws or any legal restriction, or any material agreement or instrument to which the Company is now a party or by which it is bound, or result in the violation of any law, rule, regulation, order, judgment or decree to which the Company or its property is subject. The execution, delivery and performance by the Company of this Assignment and Assumption Agreement and the consummation by it of the transactions contemplated hereby, have been duly authorized by all necessary action on part of the Company. This Assignment and Assumption Agreement has been duly executed and delivered by the Company, and, upon the due authorization, execution and delivery by Assignor and Assignee, will constitute the valid and legally binding obligation of Company, enforceable against the Company in accordance with its terms except as enforceability may be limited by the effect of insolvency, liquidation, conservatorship and other similar laws administered by the Federal Deposit Insurance Corporation affecting the enforcement of contract obligations of insured banks and subject to the application of the rules of equity;

(d)

No consent, approval, order or authorization of, or declaration, filing or registration with, any governmental entity is required to be obtained or made by the Company in connection with the execution, delivery or performance by the Company of this Assignment and Assumption Agreement, or the consummation by it of the transactions contemplated hereby;

(e)

The Company shall establish a Custodial Account and an Escrow Account under the Flow Servicing Agreement, as amended by the AAR, in favor of the Assignee with respect to the Mortgage Loans separate from the Custodial Account and Escrow Account previously established under the Flow Servicing Agreement, as amended by the AAR, in favor of Assignor; and

(f)

Pursuant to Section 9.01 of the Flow Servicing Agreement, the Company hereby restates the representations and warranties with respect to the Mortgage Loans in Section 6(b) of the Mortgage Loan Purchase Agreement as of the date of the Assignment and Conveyance Agreement and hereby restates the representations and warranties with respect to the Company in Section 6(a) of the Mortgage Loan Purchase Agreement as of the date hereof.

5. The Company warrants and represents to, and covenants with, the Assignor, Structured Asset Mortgage Investments II Inc. (“SAMI II”) and the Assignee as of the date hereof:

(a)	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;

(b)

Except as indicated on the Company’s 2006 Certification Regarding Compliance with Applicable Servicing Criteria, 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;

(c)	The Company has not 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;

(d)

No material changes to the Company’s policies or procedures with respect to the servicing function it will perform under the Flow Servicing Agreement, as amended by the AAR, and this Assignment and Assumption Agreement for mortgage loans of a type similar to the Mortgage Loans have occurred during the three-year period immediately preceding the date hereof;

(e)	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 the Flow Servicing Agreement, as amended by the AAR, and this Assignment and Assumption Agreement;

(f)	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

(g)

There are no affiliations, relationships or transactions relating to the Company or any Subservicer with respect to this Securitization Transaction and any party thereto of a type described in Item 1119 of Regulation AB other than described in the term sheet supplement, dated June 11, 2007, relating to the public offering of the publicly offered notes and the prospectus supplement, dated June 28, 2007, relating to the public offering of the publicly offered notes.

6. Assignor hereby agrees to indemnify and hold the Assignee (and its successors and assigns) harmless against any and all claims, losses, penalties, fines, forfeitures, legal fees and related costs, judgments, and any other costs, fees and expenses that Assignee (and its successors and assigns) may sustain in any way related to any breach of the representations or warranties of Assignor set forth in this Assignment and Assumption Agreement or the breach of any covenant or condition contained herein.

In addition, Company hereby acknowledges that Wells Fargo Bank, N.A. and any successor thereto (the “Master Servicer”), has been appointed as master servicer of the Mortgage Loans pursuant to the Sale and Servicing Agreement (the “Sale and Servicing Agreement”), dated as of June 29, 2007, by and among the Assignor, the Assignee, Citibank, N.A., as indenture trustee (the “Indenture Trustee”), SAMI II and the Master Servicer and securities administrator (in such capacity, the “Securities Administrator”). Pursuant to the Sale and Servicing Agreement, the Master Servicer has the right to monitor the Company's performance of its servicing obligations under the Flow Servicing Agreement, as amended by Section 8 hereof. Such right will include, without limitation, the right to receive all remittances required to be made by the Company under the Flow Servicing Agreement, as amended by Section 8 hereof, the right to receive all monthly reports and other data required to be delivered by the Company under the Flow Servicing Agreement, as amended by Section 8 hereof, the right to examine the books and records of the Company, indemnification rights, and the right to exercise certain rights of consent and approval relating to actions taken by the Company. The Company hereby acknowledges that the Master Servicer shall be obligated to notify the Assignee in accordance with the Sale and Servicing Agreement upon the discovery of an event of default by the Company of its obligations under the Flow Servicing Agreement, as amended by Section 8 hereof and the Assignee shall have the right to terminate the Company as servicer under the Flow Servicing Agreement, as amended by Section 8 hereof, upon the occurrence of such an event of default. The Company shall make all distributions under the Flow Servicing Agreement, as amended by Section 8 hereof, by wire transfer of immediately available funds to:

Bear Stearns BSARM 2007-2 Account

Wells Fargo Bank, N.A.

ABA# 121000248

Account Name: SAS Clearing

Account # 3970771416

For Further Credit to: BSARM 2007-2, Account # 53135900

and the Company shall deliver all reports required to be delivered under the Flow Servicing Agreement, as amended by Section 8 hereof, to the Master Servicer at:

Wells Fargo Bank, N.A.

9062 Old Annapolis Road

Columbia, Maryland 21045

Attention: Client Manager, BSARM 2007-2

Telecopy No.: (410) 715-2380

It is expressly understood and agreed by the parties hereto that (a) this Assignment and Assumption Agreement is executed and delivered by Wilmington Trust Company, not individually or personally but solely as owner trustee of Bear Stearns ARM Trust 2007-2 (the “Trust”), in the exercise of the powers and authority conferred and vested in it under the Amended and Restated Trust Agreement, dated as of June 29, 2007, by and among Wilmington Trust Company, as owner trustee (the “Owner Trustee”), SAMI II and the Securities Administrator, (b) each of the representations, undertakings and agreements herein made on the part of the Trust is made and intended not as personal representations, undertakings and agreements by the Owner Trustee but is made and intended for the purpose of binding only the Trust and (c) under no circumstances shall the Owner Trustee, or any of its officers, directors employees or agents, be personally liable for the payment of any indebtedness or expenses of the Trust or be liable for the breach or failure of any obligation, representation, warranty or covenant made or undertaken by the Trust under this Assignment and Assumption Agreement.

Recognition of Assignee

7. From and after the date hereof, Company shall recognize Assignee as owner of the Mortgage Loans, and will service the Mortgage Loans in accordance with the Flow Servicing Agreement, as amended by the December Wells Fargo AAR and Section 8 hereof, the terms of which are incorporated herein by reference. The Company acknowledges and consents to (i) the assignment by the Assignor to the Assignee of all of the Assignor's rights against the Company pursuant to the Wells Fargo Agreements and to the enforcement or exercise of any right or remedy against the Company pursuant to the Wells Fargo Agreements as assigned by the Assignor and (ii) the assignment by the Assignee to the Indenture Trustee of such rights and to the enforcement or exercise of any right or remedy by the Indenture Trustee, or the Master Servicer acting pursuant to the Sale and Servicing Agreement against the Company pursuant to this Assignment and Assumption Agreement as assigned by the Assignee. Such enforcement of a right or remedy by the Assignee, the Master Servicer or the Indenture Trustee, as applicable, shall have the same force and effect as if the right or remedy had been enforced or exercised by the Assignor directly.

It is the intention of Assignor, Company and Assignee that this Assignment and Assumption Agreement shall be binding upon and for the benefit of the respective successors and assigns of the parties hereto. Neither Company nor Assignor shall amend or agree to amend, modify, waive, or otherwise alter any of the terms or provisions of the Wells Fargo Agreements (except as is specified in this Assignment and Assumption Agreement) which amendment, modification, waiver or other alteration would in any way affect the Mortgage Loans without the prior written consent of Assignee.

Modification of the Flow Servicing Agreement

8. The Company and Assignor hereby amend the Flow Servicing Agreement as follows:

(a) The following definitions shall be added to Article I of the Flow Servicing Agreement:

Indenture: That certain Indenture, dated as of June 29, 2007, among Citibank N.A., as the indenture trustee, Wells Fargo Bank, N.A., as the securities administrator, and Bear Stearns ARM Trust 2007-2, as the issuing entity. Appendix A of the Indenture is attached hereto as Exhibit E.

Indenture Trustee: Citibank, N.A., or its successors in interest, or any successor indenture trustee appointed as provided in the Sale and Servicing Agreement.

Master Servicer: Wells Fargo Bank, N.A., or any successor thereto.

Nonrecoverable Advance: Any advance previously made by the Servicer pursuant to Section 5.03 or any Servicing Advance which, in the good faith judgment of the Servicer, may not be ultimately recoverable by the Servicer from Liquidation Proceeds or otherwise. The determination by the Servicer that it has made a Nonrecoverable Advance, shall be evidenced by an Officer’s Certificate of the Servicer delivered to the Owner and the Master Servicer and detailing the reasons for such determination.

Noteholder: The holder of The Bear Stearns ARM Trust 2007-2 Trust Note, Series 2007-2.

Sale and Servicing Agreement: That certain Sale and Servicing Agreement, dated as of June 29, 2007, among SAMI II, the Indenture Trustee, the Master Servicer, the Securities Administrator, Bear Stearns ARM Trust 2007-2, as issuing entity and the Assignor.

SAMI II: Structured Asset Mortgage Investments II Inc.

Securities Administrator: Wells Fargo Bank, N.A., or any successor thereto.

Trust Agreement: That certain Amended and Restated Trust Agreement, dated as of June 29, 2007, among Structured Asset Mortgage Investments II Inc., as the depositor, Wilmington Trust Company, as the owner trustee, and Wells Fargo Bank, N.A., as the securities administrator.

(b) The definition of Prepayment Charge in Article I of the Flow Servicing Agreement is deleted in its entirety and replaced with the following:

Prepayment Charge: With respect to any calendar month, any prepayment premium, penalty or charge payable by a Mortgagor in connection with a Principal Prepayment on a Mortgage Loan pursuant to the terms of the related Mortgage Note (other than any Prepayment Charge Payment Amount).

(c) The definition of Principal Prepayment in Article I of the Flow Servicing Agreement is deleted in its entirety and replaced with the following:

Principal Prepayment: Any payment or other recovery of principal on a Mortgage Loan which is received in advance of its scheduled Due Date and which is not accompanied by an amount of interest representing scheduled interest due on any date or dates in any month or months subsequent to the month of prepayment.

(d) The definition of Qualified Depository in Article I of the Flow Servicing Agreement is hereby deleted in its entirety and replaced with the following:

Qualified Depository: Any of (i) an account or accounts maintained with a federal or state chartered depository institution or trust company, the long-term unsecured debt obligations and short-term unsecured debt obligations of which (or, in the case of a depository institution or trust company that is the principal subsidiary of a holding company, the debt obligations of such holding company, so long as Moody’s is not a Rating Agency) are rated by each Rating Agency in one of its two highest long-term and its highest short-term rating categories, respectively, at the time any amounts are held on deposit therein; provided, that following a downgrade, withdrawal, or suspension of such institution's rating as set forth above, each account shall promptly (and in any case within not more than 30 calendar days) be moved to one or more segregated trust accounts in the trust department of such institution, or to an account at another institution that complies with the above requirements, or (ii) a trust account or accounts maintained with the corporate trust department of a federal or state chartered depository institution or trust company having capital and surplus of not less than $50,000,000, acting in its fiduciary capacity or (iii) any other account acceptable to the Rating Agencies, as evidenced in writing. Eligible Accounts may bear interest, and may include, if otherwise qualified under this definition, accounts maintained with the trustee.

(e) The definition of Servicing Fee Rate in Article I of the Flow Servicing Agreement is deleted in its entirety and replaced with the following:

Servicing Fee Rate: A per annum rate equal to 0.250%.

(f) Article III of the Flow Servicing Agreement is hereby amended effective as of the date hereof as follows:

(1) Section 3.01(b) is amended by replacing the “,” after the word “loans” in the third line, with a “.”, and deleting the remainder of the sentence.

(2) Section 3.01(h) is amended by deleting, “as evidenced by the consummation of the transactions contemplated by this Agreement.”

(3) Section 3.01(i) is deleted in its entirety.

(g) The following sentence is added after the first sentence of the first paragraph of Section 4.02 of the Flow Servicing Agreement:

“Subject to the notice provisions of this Section 4.02, the Servicer, on behalf of the Owner, may also, in its discretion, as an alternative to foreclosure, sell defaulted Mortgage Loans at fair market value to third-parties, if the Servicer reasonably believes that such sale would maximize proceeds to the Owner (on a present value basis) with respect to each such Mortgage Loan.”

(h) Article IV of the Flow Servicing Agreement is hereby amended by deleting the last paragraph of Subsection 4.04 and restating it in its entirety:

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, Prepayment Charges and assumption fees, to the extent permitted by Section 6.01, need not be deposited by the Servicer 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 Servicer and the Servicer shall be entitled to retain and withdraw such interest from the Custodial Account pursuant to Section 4.05.

(i) Article IV of the Flow Servicing Agreement is hereby amended by adding the following as Subsection 4.05(x):

“(x) to reimburse itself for any Nonrecoverable Advances;”

(j) Article IV of the Flow Servicing Agreement is hereby amended by deleting the fourth paragraph of Section 4.10 in its entirety and replacing it with the following:

In the event that the Owner or the Servicer 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 Servicer 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 Mortgagor does not obtain such coverage and such coverage is required by law, the Servicer shall immediately force place the required coverage on the Mortgagor’s behalf.

(k) Article IV of the Flow Servicing Agreement is hereby amended by replacing Section 4.13 with the following:

The Servicer or its agent shall inspect the Mortgaged Property as often as deemed necessary in accordance with Accepted Servicing Practices to assure itself that the value of the Mortgaged Property is being preserved, or as may be required by the primary mortgage guaranty insurer or the Owner. Upon request, the Servicer shall produce an electronic report of each such inspection.

(l) Article IV of the Flow Servicing Agreement is hereby amended by adding the phrase, “, any Master Servicer” after every occurrence of the word “Owner” in Section 4.26(a) and Section 4.26(b).

(m) Article IV of the Flow Servicing Agreement is hereby amended by adding, “9.01(e)(vii), 9.01(e)(viii)” after the phrase “Sections 9.01(e)(iii), 9.01(e)(v), 9.01(e)(vi)” in Section 4.26(a).

(n) Article IV of the Flow Servicing Agreement is hereby amended by adding, “and such Subservicer” after the phrase “such Subcontractor” in the last sentence of Section 4.26.

(o) The second paragraph of Section 5.01 of the Flow Servicing Agreement is hereby amended as of the date hereof by deleing references to “second Business Day” and replacing them with “Business Day.”

(p) Article V of the Flow Servicing Agreement is hereby amended effective as of the date hereof by deleting Section 5.02 in its entirety and replacing it with the following:

Section 5.02 Statements to the Owner.

No later than the tenth (10th) calendar day (or if such tenth (10^th) day is not a Business Day, the first Business Day immediately preceding such tenth (10^th) day of each month, the Servicer shall furnish to the Master Servicer an electronic file containing the data specified in Exhibit I, in a mutually agreed upon format, which data shall reflect information as to the period ending on the last day of the preceding month, Exhibit J with respect to defaulted mortgage loans and Exhibit K with respect to realized losses and gains with each such report.

(q) Section 6.04 (Annual Statements as to Compliance) of the Flow Servicing Agreement is hereby amended as follows:

(1) Delete the references to “the Owner and any Depositor” and replace each with “the Master Servicer”; and

(2) add the following paragraph to the end of the section:

“In the event the Servicer or any subservicer or subcontractor engaged by it is terminated, assigns its rights and obligations under, or resigns pursuant to the terms of this Agreement, or any other applicable agreement in the case of a subservicer or subcontractor, as the case may be, such party shall provide an annual statement of compliance pursuant to this Section 6.04 or to the related section of such other applicable agreement, as the case may be, as to the performance of its obligations with respect to the period of time it was subject to this Agreement or any other applicable agreement, as the case may be, notwithstanding any such termination, assignment or resignation.”

(r) Section 6.06 (Report on Assessment of Compliance and Attestation) of the Flow Servicing Agreement is hereby amended by replacing the references to “the Owner and any Depositor” with “the Master Servicer” and “the Owner and such Depositor” with “the Master Servicer”.

(s) Article VI (General Servicing Procedures) of the Flow Servicing Agreement is hereby amended by adding the following as Subsection 6.06(c):

(c) In the event the Servicer or any subservicer or subcontractor engaged by it is terminated, assigns its rights and obligations under, or resigns pursuant to, the terms of this Agreement, or any other applicable agreement in the case of a subservicer or subcontractor, as the case may be, such party shall provide an Assessment of Compliance and cause to be provided an Attestation Report pursuant to this Section 6.06 or to the related section of such other applicable agreement, as the case may be, notwithstanding any such termination, assignment or resignation.

(t) Section 6.07(ii) of the Flow Servicing Agreement is hereby amended by replacing the references to “Owner or Depositor” with “Owner, any Master Servicer or any Depositor.”

(u) Article VI of the Flow Servicing Agreement is hereby amended by deleting Section 6.09 in its entirety and replacing it with the following:

“After the REMIC Conversion, as defined in Exhibit E, the Servicer 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, as defined in Exhibit E, 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 Servicer 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.

Notwithstanding anything in this Agreement to the contrary, the Servicer shall not (unless the Mortgagor is in default with respect to the Mortgage Loan or such default is, in the judgment of the Servicer, reasonably foreseeable) make or permit any modification, waiver or amendment of any term of any Mortgage Loan that would effect an exchange or reissuance of such Mortgage Loan under Section 1001 of the Code (or Treasury regulations promulgated thereunder).

After the REMIC Conversion, prior to taking any action with respect to the Mortgage Loans which is not contemplated under the terms of this Agreement, the Servicer will obtain an Opinion of Counsel reasonably acceptable to the Securities Administrator with a copy to the Trustee with respect to whether such action could result in the imposition of a tax upon any 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) (either such event, an “Adverse REMIC Event”), and the Servicer shall not take any such action or cause the Trust Fund to take any such action as to which it has been advised that an Adverse REMIC Event could occur.

After the REMIC Conversion, the Servicer shall not permit the creation of any “interests” (within the meaning of Section 860G of the Code) in any REMIC. The Servicer shall not enter into any arrangement by which any REMIC will receive a fee or other compensation for services nor permit any REMIC to receive any income from assets other than “qualified mortgages” as defined in Section 860G(a)(3) of the Code or “permitted investments” as defined in Section 860G(a)(5) of the Code.”

(v) Article IX (Removal of Mortgage Loans from Agreement) of the Flow Servicing Agreement is hereby amended effective as of the date hereof by replacing Section 9.01(e)(iv) with the following:

(iv) For the purpose of satisfying the reporting obligation under the Exchange Act with respect to any class of asset-backed securities, the Servicer shall (or shall cause each Subservicer and Third-Party Originator to) (1) provide prompt notice to the Owner, any Master Servicer and any Depositor in writing of (A) any material litigation or governmental proceedings involving the Servicer, any Subservicer or any Third-Party Originator, (B) any affiliations or relationships that develop following the closing date of a Securitization Transaction between the Servicer, 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, (C) any Event of Default under the terms of this Agreement or any Reconstitution Agreement, (D) any merger, consolidation or sale of substantially all of the assets of the Servicer, and (E) the Servicer’s entry into an agreement with a Subservicer to perform or assist in the performance of any of the Servicer’s obligations under this Agreement or any Reconstitution Agreement, and (2) provide to the Owner and any Depositor a description of such proceedings, affiliations or relationships.

Each such notice/update should be sent to:

With respect to the Assignor:

Alesco Loan Holdings Trust

2929 Arch Street, Suite 1703

Philadelphia, PA 19104

Attn: John Longino

With respect to SAMI II:

All notification pursuant to this Section 9.01(e)(iv), other than those pursuant to Section 9.01(e)(iv)(A), should be sent to:

Bear, Stearns & Co. Inc.

383 Madison Avenue, 3rd Floor

New, York, NY 10179

Attention: Global Credit Administration

Facsimile: (212) 272-6564

(w) Section 9.01(e)(v) of the Flow Servicing Agreement is hereby amended effective as of the date hereof, by replacing the references to “the Owner and any Depositor” with “the Owner, the Master Servicer and any Depositor” and “the Owner and such Depositor” with “the Owner, the Master Servicer and such Depositor”.

(x) Section 9.01(e)(vii) of the Flow Servicing Agreement is hereby amended effective as of the date hereof by replacing such section with the following:

(vii) In addition to such information as the Servicer, as servicer, is obligated to provide pursuant to other provisions of this Agreement, not later than ten (10) days prior to the deadline for the filing of any distribution report on Form 10-D in respect of any Securitization Transaction that includes any of the Mortgage Loans serviced by the Servicer or any Subservicer, the Servicer or such Subservicer, as applicable, shall, to the extent the Servicer or such Subservicer has knowledge, provide to the party responsible for filing such report (including, if applicable, the Master Servicer) notice of the occurrence of any of the following events along with all information, data, and materials related thereto as may be required to be included in the related distribution report on Form 10-D (as specified in the provisions of Regulation AB referenced below):

(A) any material modifications, extensions or waivers of pool asset terms, fees, penalties or payments during the distribution period or that have cumulatively become material over time (Item 1121(a)(11) of Regulation AB);

(B) material breaches of pool asset representations or warranties or transaction covenants (Item 1121(a)(12) of Regulation AB); and

(C) information regarding new asset-backed securities issuances backed by the same pool assets, any pool asset changes (such as, additions, substitutions or repurchases), and any material changes in origination, underwriting or other criteria for acquisition or selection of pool assets (Item 1121(a)(14) of Regulation AB).

(y) Article IX (Removal of Mortgage Loans from Agreement) of the Flow Servicing Agreement is hereby amended effective as of the date hereof by inserting the following new Section 9.01(e)(viii) as follows:

(viii) The Servicer shall provide to the Owner, any Master Servicer and any Depositor, evidence of the authorization of the person signing any certification or statement, copies or other evidence of Fidelity Bond Insurance and Errors and Omission Insurance policy, financial information and reports, and such other information related to the Servicer or any Subservicer or the Servicer or such Subservicer’s performance hereunder.

(z) Article IX (Removal of Mortgage Loans from Agreement) of the Flow Servicing Agreement is hereby amended effective as of the date hereof by inserting the following after Section 9.01(e)(iii)(H) in its entirety as follows:

(I) a description of any material legal or governmental proceedings pending (or known to be contemplated) against the Servicer; and

(J) a description of any affiliation or relationship between the Servicer and any of the following parties to a Securitization Transaction, as such parties are identified to the Servicer by the Owner or any Depositor in writing in advance of such 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;

(8) any enhancement or support provider; and

(9) any other material transaction party.

(aa) Article IX (Removal of Mortgage Loans from Agreement) of the Flow Servicing Agreement is hereby amended by replacing Section 9.01(f) with the following:

(f)

the Servicer shall indemnify the Owner, each affiliate of the Owner, and each of the following parties participating in a Securitization Transaction; each sponsor and issuing entity; each Person (including, but not limited to, any Master Servicer, if applicable) 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 of the Exchange Act); and the respective present and former directors, officers, employees, agents and affiliates of each of the foregoing and of the Depositor (each, an “Indemnified Party”), and shall hold each of them harmless from and against any claims, 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, data, accountants’ letter or other material provided under Sections 4.26, 5.02, 6.04, 6.06 or 9.01(c) or (e) by or on behalf of the Servicer, or provided under Sections 9.01(c) or (e) by or on behalf of any Subservicer, Subcontractor or Third-Party Originator (collectively, the “Servicer Information”), or (B) the omission or alleged omission to state in the Servicer Information a material fact required to be stated in the Servicer 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 Servicer Information and not to any other information communicated in connection with a sale or purchase of securities, without regard to whether the Servicer Information or any portion thereof is presented together with or separately from such other information;

(ii) any breach by the Servicer of its obligations under this Section 9.01(f), including any failure by the Servicer, 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 4.26, 5.02, 6.04, 6.06 or 9.01(c) or (e), including any failure by the Servicer to identify any Subcontractor “participating in the servicing function” within the meaning of Item 1122 of Regulation AB; or

(iii) any breach by the Servicer of a representation or warranty set forth in Section 9.01(e)(iv)(A) or in a writing furnished pursuant to Section 9.01(e)(iv)(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 Servicer of a representation or warranty in a writing furnished pursuant to Section 9.01(e)(iv)(B) to the extent made as of a date subsequent to such closing date.

(iv) the negligence, bad faith or willful misconduct of the Servicer in connection with its performance under Sections 4.26, 5.02, 6.04, 6.06 or 9.01.

If the indemnification provided for herein is unavailable or insufficient to hold harmless an Indemnified Party, then the Servicer agrees that it shall contribute to the amount paid or payable by such Indemnified Party as a result of any claims, losses, damages or liabilities incurred by such Indemnified Party ins such proportion as is appropriate to reflect the relative fault of such Indemnified Party on the one hand and the Servicer on the other.

In the case of any failure of performance described in sub-clause (ii) of this Section 9.01(f), the Servicer shall promptly reimburse the Owner, 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 each such party in order to obtain the information, report, certification, accountants’ letter or other material not delivered as required by the Servicer, any Subservicer, any Subcontractor or any Third-Party Originator.

This indemnification shall survive the termination of this Agreement or the termination of any party to this Agreement.

(bb) Article X (Events of Default) of the Flow Servicing Agreement is hereby amended by adding the phrase “; provided further that the failure by the Servicer to duly perform its obligations under Section 6.04, 6.06 or 9.01(c), shall be governed by Section 10.01(ix)” to the end of Section 10.01(ii).

(cc) Section 10.01(ix) of the Flow Servicing Agreement is hereby amended by replacing the phrase “which failure continues unremedied for a period of fifteen (15) days after the date on which written notice of such failure, requiring the same to be remedied, shall have been given to the Servicer by the Owner” with “which failure continues unremedied for ten (10) calendar days after the date on which such information, report, certification or accountants’ letter was required to be delivered.”

(dd) Article X (Events of Default) of the Flow Servicing Agreement is hereby amended effective as of the date hereof by adding the following at the end of the last paragraph of Section 10.01:

If the Servicer is terminated pursuant to this Section 10.01, the Servicer shall promptly reimburse the Owner (or any designee of the Owner, such as a master servicer) and any Depositor, as applicable, for all reasonable expenses incurred by the Owner (or such designee) or such Depositor, as such are incurred, in connection with the termination of the Servicer 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 Owner 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.

(ee) Article XI (Termination) of the Flow Servicing Agreement is hereby amended by deleting in its entirety Section 11.02.

(ff) The first sentence of Section 12.03 (Governing Law) of the Flow Servicing Agreement is deleted in its entirety and replaced with the following:

Section 12.03 Governing Law.

This Agreement shall be governed by and construed in accordance with the laws of the State of New York without giving effect to principles of conflicts of laws (other than Section 5-1401 of the New York General Obligations Law) and except to the extent preempted by Federal law and the obligations, rights and remedies of the parties hereunder shall be determined in accordance with such laws.

(gg) Section 12.13 (Third Party Beneficiary) of the Flow Servicing Agreement is hereby deleted in its entirety and replaced with the following:

Section 12.13 Third Party Beneficiary.

For purposes of this Agreement, each Master Servicer shall be considered a third party beneficiary to this Agreement, entitled to all the rights and benefits hereof as if it were a direct party to this Agreement.

(hh) A new Section 12.15 (Special Servicing Provisions Prior to the REMIC Conversion) is hereby added to the Flow Servicing Agreement.

Section 12.15 Special Servicing Provisions Prior to the REMIC Conversion.

Upon receiving notice from the Securities Administrator that a lender or other entity is seeking to sell an ownership interest in the Certificates, Class X Notes or Class B Notes and thereby cause a TMP Trigger Event, as defined in Exhibit E, the Servicer shall, prior to any such sale, (i) purchase on behalf of the Depositor, if so requested by the Depositor, or sell any REO Properties and Non-REMIC-Eligible Assets, as defined in Exhibit E, to a third party at their then fair market values, and (ii) to the extent that the purchase price of such REO Properties and Non-REMIC-Eligible Assets, as defined in Exhibit E, would result in the allocation of Realized Losses, as defined in Exhibit E, to any class of Offered Notes, as defined in Exhibit E, promptly provide notice to the Indenture Trustee, the Owner Trustee and the Securities Administrator of such deficiency in the purchase price. The Servicer shall provide the Indenture Trustee, the Owner Trustee and the Depositor with prompt notice of the completion of the steps specified in the foregoing sentence.

(ii) A new Section 12.16 (Foreclosure Restrictions) is hereby added to the Flow Servicing Agreement.

Section 12.16 Foreclosure Restrictions.

After the REMIC Conversion, as defined in Exhibit E, the following restrictions on foreclosure shall apply with respect to any Mortgage Loans that are sixty (60) or more days Delinquent as of the “startup day” of any REMIC elected by the Underlying REMIC Trust to hold such Mortgage Loans (each such Mortgage Loan, a “Foreclosure Restricted Loan”). In connection with the servicing of any Foreclosure Restricted Loan, the Servicer shall not acquire on behalf of any REMIC any Mortgaged Property in connection with a foreclosure on a Foreclosure Restricted Loan if the Servicer has received a written notice from the Master Servicer that the Master Servicer has determined that acquiring title to any such Mortgaged Property would cause the sum of the adjusted basis, for federal income tax purposes, of such Mortgaged Property and the aggregate adjusted basis of all other assets owned by such REMIC other than “qualified mortgages” and “permitted investments”, each within the meaning of section 860G of the Code, to exceed 0.75% of the aggregate adjusted basis of all of the assets of such REMIC. In such event, the Servicer may sell the related Foreclosure Restricted Loan or liquidate the Mortgaged Property for cash in a foreclosure sale or other transaction. In addition, if the Master Servicer determines that the sum of the aggregate adjusted basis of all Mortgaged Properties acquired on behalf of any REMIC in connection with foreclosures on Foreclosure Restricted Loans and the aggregate adjusted basis of all other assets owned by such REMIC other than “qualified mortgages” and “permitted investments” would exceed 1.0% of the aggregate adjusted basis of all of the assets of such REMIC following any distributions to holder of any securities on any Payment Date, then prior to that Payment Date and upon receipt of written notice from the Master Servicer, the Servicer shall on behalf of such REMIC dispose of enough of such Mortgaged Properties, along with any other assets owned by such REMIC other than “qualified mortgages” and “permitted investments”, for cash, as directed by the Master Servicer, such that the sum of the aggregate adjusted basis of any such Mortgaged Properties remaining in such REMIC and the aggregate adjusted basis of all other assets owned by such REMIC other than “qualified mortgages” and “permitted investments” will not exceed 1.0% of the aggregate adjusted basis of all of the assets of such REMIC. In any event, the Servicer is permitted to acquire (for its own account and not on behalf of the Underlying REMIC Trust or any REMIC) any Mortgaged Property related to a Foreclosure Restricted Loan at the related foreclosure sale for an amount not less than the greater of: (i) the highest amount bid by any other person at the foreclosure sale, or (ii) the estimated fair market value of such Mortgaged Property, as determined by the Servicer in good faith.

(jj) The Flow Servicing Agreement is hereby amended as of the date hereof by inserting a new Exhibit H, a copy of which is annexed hereto as Exhibit C.

(kk) The Flow Servicing Agreement is hereby amended as of the date hereof by inserting a new Exhibit I, a copy of which is annexed hereto as Exhibit D, or such other format as mutually agreed upon between the Servicer and the Master Servicer.

(ll) The Flow Servicing Agreement is hereby amended as of the date hereof by inserting a new Exhibit J, a copy of which is annexed hereto as Exhibit E, or such other format as mutually agreed upon between the Servicer and the Master Servicer.

(mm) The Flow Servicing Agreement is hereby amended as of the date hereof by inserting a new Exhibit C, a copy of which is annexed hereto as Exhibit F.

(nn) The Flow Servicing Agreement is hereby amended as of the date hereof by inserting a new Exhibit E, a copy of which is annexed hereto as Exhibit G.

9. A copy of all assessments, attestations, reports and certificates required to be delivered by the Servicer under this Assignment and Assumption Agreement and the Flow Servicing Agreement, as amended by the AAR and Section 8 hereof, shall be delivered to the Master Servicer by the date(s) specified herein or therein, and where such documents are required to be addressed to any party, such addresses shall include the Master Servicer and the Master Servicer shall be entitled to rely on such documents.

Notices

10. The Assignor’s address for purposes of all notices and correspondence related to the Mortgage Loans and this Assignment and Assumption Agreement is:

Alesco Loan Holdings Trust

2929 Arch Street, 17^th Floor

Philadelphia, PA 19104

Attention: Bear Stearns ARM Trust 2007-2

With a copy to:

Bear, Stearns & Co. Inc.

383 Madison Avenue

New York, NY 10179

Attention: Bear Stearns ARM Trust 2007-2

The Assignee’s address for purposes of all notices and correspondence related to the Mortgage Loans and this Assignment and Assumption Agreement is:

Wilmington Trust Company,

as owner trustee

Rodney Square North

1100 North Market Street

Wilmington, DE 19890

Attention: Bear Stearns ARM Trust 2007-2

With a copy to:

Citibank, N.A.

388 Greenwich Street, 14th Floor

New York, NY 10013

Attn: Bear Stearns ARM Trust 2007-2

The Company’s address for purposes of all notices and correspondence related to the Mortgage Loans and this Assignment and Assumption Agreement is:

Wells Fargo Bank, N.A.

1 Home Campus

MAC X2302-033

Des Moines, Iowa 50328-0001

Attention: John B. Brown

With a copy to:

Wells Fargo Bank, N.A.

1 Home Campus

Des Moines, Iowa 50328-0001

Attention: General Counsel - MAC X2401-06T

The Securities Administrator’s address for purposes of all notices and correspondence related to the Mortgage Loans and this Assignment and Assumption Agreement is:

Wells Fargo Bank, N.A.

9062 Old Annapolis Road

Columbia, Maryland 21045

Attention: Client Manager, BSARM 2007-2

Miscellaneous:

11. Each party will pay any commissions it has incurred and the Assignor shall pay the fees of its attorneys and the reasonable fees of the attorneys of the Assignee and the Company in connection with the negotiations for, documenting of and closing of the transactions contemplated by this Assignment and Assumption Agreement.

12. This Assignment and Assumption Agreement shall be construed in accordance with the laws of the State of New York, including Sections 5-1401 and 5-1402 of the New General Obligations Law, but otherwise without regard to conflicts of law principles, and the obligations, rights and remedies of the parties hereunder shall be determined in accordance with such laws.

13. No term or provision of this Assignment and Assumption Agreement may be waived or modified unless such waiver or modification is in writing and signed by the party against whom such waiver or modification is sought to be enforced.

14. This Assignment and Assumption Agreement shall inure to the benefit of the successors and assigns of the parties hereto. Any entity into which Assignor, Assignee or Company may be merged or consolidated shall, without the requirement for any further writing, be deemed Assignor, Assignee or Company, respectively, hereunder.

15. This Assignment and Assumption Agreement shall survive the conveyance of the Mortgage Loans and the assignment of Flow Servicing Agreement to the extent of the Mortgage Loans by Assignor to Assignee and the termination of the Flow Servicing Agreement.

16. This Assignment and Assumption 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.

17. In the event that any provision of this Assignment and Assumption Agreement conflicts with any provision of the Flow Servicing Agreement with respect to the Mortgage Loans, the terms of this Assignment and Assumption Agreement shall control.

18. Any new loan number assigned to a Mortgage Loan by the Assignee shall be provided to the Company at the following address: Wells Fargo Bank, N.A., 1 Home Campus, MAC X2302-033, Des Moines, Iowa 50328-0001 Attention: John B. Brown. In addition, if Assignee has changed its document custodian from the previous custodian, such new custodian’s name, address and contact information shall be provided to the Company at the aforementioned address.

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

	BEAR STEARNS ARM TRUST 2007-2 By: Wilmington Trust Company not individually but solely as Owner Trustee, as Assignee

	By:
	Name:
	Title:

	ALESCO LOAN HOLDINGS TRUST, as Assignor

	By:
	Name:	John Longino
	Title:	Chief Financial Officer

Acknowledged and Agreed:

CITIBANK, N.A., as Indenture Trustee

By:
Name:
Title:

WELLS FARGO BANK, N.A., as Master Servicer

By:
Name:
Title:

Exhibit A

Mortgage Loans

[Provided upon request]

Exhibit B

Mortgage Loan Purchase Agreement dated as of June 1, 2005, by and between the Company and Citigroup;

Mortgage Loan Purchase Agreement dated as of July 1, 2005, by and between the Company and Citigroup;

Amended and Restated Master Mortgage Loan Purchase Agreement, dated as of March 1, 2006, by and between the Company and Citigroup;

First Amendment to the Amended and Restated Master Mortgage Loan Purchase Agreement, dated as of October 26, 2006, by and between the Company and Citigroup;

Assignment and Conveyance Agreements (2006-W95, 2006-W96 and 2006-W97), dated as of November 28, 2006, by and between the Company and Citigroup;

Seller’s Warranties and Servicing Agreement dated as of June 1, 2005 (2005-W40), by and between the Company and Citigroup;

Seller’s Warranties and Servicing Agreement dated as of July 1, 2005 (2005-W43), by and between the Company and Citigroup;

Seller’s Warranties and Servicing Agreement dated as of July 1, 2005 (2005-W52), by and between the Company and Citigroup;

Amended and Restated Master Flow Servicing Agreement dated as of March 1, 2006, by and between the Company and Citigroup;

First Amendment to the Amended and Restated Flow Servicing Agreement, dated as of August 1, 2006, by and between the Company and Citigroup;

Assignment, Assumption and Recognition Agreement, dated as of February 28, 2006, by and between Citigroup, the Assignor and the Company; and

Assignment, Assumption and Recognition Agreement, dated as of December 6, 2006, by and between Citigroup, the Assignor and the Company.

EXECUTION COPY

7/17/2007

CITIGROUP GLOBAL MARKETS REALTY CORP.

Purchaser

and

WELLS FARGO BANK, N.A.

Company

______________________________________________________

SELLER'S WARRANTIES AND SERVICING AGREEMENT

Dated as of June 1, 2005

______________________________________________________

Adjustable Rate Mortgage Loans

WFHM 2005-W38

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 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 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, articles of incorporation 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 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;

(e)

Reasonable Servicing Fee.

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;

(f)

Ability to Perform.

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 approval has been obtained prior to the Closing Date;

(i)

Selection Process.

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

(a)

Mortgage Loans as Described.

The information set forth in the Mortgage Loan Schedule attached hereto as Exhibit A and the information contained on the electronic Data File attached hereto as Exhibit A-1, delivered to the Purchaser is true and correct;

(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 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 or registered with the MERS System, if necessary, to protect the interests of the Purchaser and which 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 and the title insurer, to the extent required by the policy, and its terms are reflected on the Mortgage Loan Schedule. 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 and the title insurer, to the extent required by the policy, and which assumption agreement is part of the Mortgage File delivered to the Custodian and the terms of which are reflected in the Mortgage Loan Schedule;

(e)

No Defenses.

The Mortgage Loan is not subject to any right of rescission, set-off, counterclaim or defense, including without limitation the defense of usury, nor will the operation of any of the terms of the Mortgage Note or the Mortgage, or the exercise of any right thereunder, render either the Mortgage Note or the Mortgage unenforceable, in whole or in part, or subject to any right of rescission, set-off, counterclaim or defense, including without limitation the defense of usury, and no such right of rescission, set-off, counterclaim or defense has been asserted with respect thereto;

(f)

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.

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;

(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, equal credit opportunity, disclosure or predatory and abusive lending laws applicable to the Mortgage Loan have been complied with. 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 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 an individual condominium unit in a condominium project, or a Cooperative Apartment, or an individual unit in a planned unit development or a townhouse, provided, however, that any condominium project or planned unit development shall conform with the applicable Fannie Mae or Freddie Mac requirements, or the Underwriting Guidelines, regarding such dwellings, and no residence or dwelling is a leasehold, mobile home. As of the respective appraisal date 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:

(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;

(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 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 Loans 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, 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) organized under the laws of such state, or (3) qualified to do business in such state, or (4) federal savings and loan associations or national banks having principal offices in such state, or (5) not doing business in such state;

(p) LTV, PMI Policy.

Each Mortgage Loan has an LTV as specified on the Mortgage Loan Schedule. No Mortgage Loan has a LTV greater than 100%. If the LTV of the Mortgage Loan was greater than 80% at the time of origination, a portion of the unpaid principal balance of the Mortgage Loan is and will be insured as to payment defaults by a PMI 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 §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 LPMI Policy obligates the Mortgagor or the Company to maintain the PMI Policy or LPMI Policy and to pay all premiums and charges in connection therewith. The Mortgage Interest Rate for the Mortgage Loan as set forth on the 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 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;

(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 on the first day of 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 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 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 in good repair and was lawfully occupied under applicable law;

(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;

(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.

If the Mortgage Loan is not a MERS Mortgage Loan, 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) 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 include an appraisal, with the exception of any Time$aver® Mortgage Loan (which at the original origination were on form 1004 or form 2055 with interior inspections), of the related Mortgaged Property. The appraisal was conducted by an appraiser who had no interest, direct or indirect, in the Mortgaged Property or in any loan made on the security thereof; and whose compensation is not affected by the approval or disapproval of the Mortgage Loan, and the appraisal and the appraiser both satisfy the applicable requirements of Title XI of the Financial Institution Reform, Recovery, and Enforcement Act of 1989 and the regulations promulgated thereunder, all as in effect on the date the Mortgage Loan was originated;

(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 improvements on the Mortgaged Property are 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, 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 or allowed to the Mortgagor under the Servicemembers Civil Relief Act, as amended;

(hh)

No 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. 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 Mortgage 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 of the Company; and the Mortgage Note and Mortgage are on forms acceptable to Freddie Mac or Fannie Mae;

(kk)

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, 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 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 and 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 and Freddie Mac regarding buydown agreements;

(ll)

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;

(ii)

A Cooperative Lien Search has been made by a company competent to make the same which company is acceptable to Fannie Mae 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 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; 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.

(mm)

HOEPA.

No Mortgage Loan is a Covered Loan or a High Cost Loan (in the case of state or local law, as determined without giving effect to any available federal preemption, other than any exemptions specifically provided for in the relevant state or local law);

(nn) Anti-Money Laundering Laws.

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 Anti-Money Laundering Laws;

(oo)

Bankruptcy.

No Mortgagor was a debtor in any state or federal bankruptcy or insolvency proceeding as of the date the Mortgage Loan was closed and the proceeds of the Mortgage Loan were distributed;

(pp)

Due on Sale.

The Mortgage or Mortgage Note contains an enforceable provision, to the extent not prohibited by federal law, 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, provided that, with respect to Mortgage Notes which bear an adjustable rate of interest, such provision shall not be enforceable if the Mortgagor causes to be submitted to the Company to evaluate the intended transferee as if a new Mortgage Loan were being made to such transferee, and the Company reasonably determines that the security will not be impaired by such Mortgage Loan assumption and that the risk of breach of any covenant or agreement in such Mortgage is acceptable to the Purchaser;

(qq) Credit Reporting.

With respect to each Mortgage Loan, the Company has furnished complete information on the related borrower credit files to Equifax, Experian and Trans Union Credit Information Company, in accordance with the Fair Credit Reporting Act and its implementing regulations;

(rr) Delivery of Mortgage Files.

The Mortgage Loan Documents required to be delivered by the Company have been delivered to the Custodian. The Company is in possession of a complete, true and accurate Mortgage File in compliance with Exhibit B, except for such documents the originals of which have been delivered to the Custodian or for such documents where the originals of which have been sent for recordation;

(ss) Single Premium Credit Life Insurance.

No Mortgagor has been offered or required to purchase single premium credit insurance in connection with the origination of the Mortgage Loan;

(tt)	Payment in Full.

The Company had no knowledge, at the time of origination of the Mortgage Loan, of any fact that should have led it to expect that such Mortgage Loan would not be paid in full when due; and

(uu) MERS Mortgage Loans.

With respect to each MERS Mortgage Loan, a MIN has been assigned to the Mortgage Loan, the MIN appears on the Mortgage or related Assignment of Mortgage to MERS, the Mortgage or the related Assignment of Mortgage to MERS has been duly and properly recorded on MERS, and the transfer to the Purchaser has been properly reflected in the MERS System pursuant to the Purchaser’s registration instructions.

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 Mortgage Loan Documents to the Custodian and shall inure to the benefit of the Purchaser, notwithstanding any restrictive or qualified endorsement on any Mortgage Note or Assignment of Mortgage or the examination or failure to examine any Mortgage File. Upon discovery by either the Company or the Purchaser of a breach of any of the foregoing representations and warranties which materially and adversely affects the value of the Mortgage Loans or the interest of the Purchaser (or which 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, 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 after 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 120 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 120 days after the Closing Date. If the Company has no Qualified Substitute Mortgage Loan, it shall repurchase the deficient Mortgage Loan within ninety (90) days of 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 Purchaser on the next scheduled Remittance Date, 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 to remove the Purchaser as the beneficial holder with respect to such 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 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 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 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.

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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.

CITIGROUP GLOBAL MARKETS REALTY CORP. Purchaser			WELLS FARGO BANK, N.A. Company


By:			By:
Name:			Name:
Title:			Title:

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	)
	)	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 the ______________________________ of ______________________________, the corporation that executed the within instrument and also known to me to be the person who executed it on behalf of said corporation, and acknowledged to me that such corporation 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 __________________

CITIGROUP GLOBAL MARKETS REALTY CORP.

Purchaser

and

WELLS FARGO BANK, N.A.

Company

SELLER'S WARRANTIES AND SERVICING AGREEMENT

Dated as of July 1, 2005

Adjustable Rate Mortgage Loans

WFHM 2005-W43

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 Closing Date:

(a)

Due Organization and Authority.

(b)

Ordinary Course of Business.

(c)

No Conflicts.

(d)

Ability to Service.

(e)

Reasonable Servicing Fee.

(f)

Ability to Perform.

(g)

No Litigation Pending.

(h)

No Consent Required.

(i)

Selection Process.

(j)

No Untrue Information.

(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 Closing Date:

(a)

Mortgage Loans as Described.

(b)

Payments Current.

(c)

No Outstanding Charges.

(d)

Original Terms Unmodified.

(e)

No Defenses.

(f)

No Satisfaction of Mortgage.

(g)

Validity of Mortgage Documents.

(h) No Fraud.

(i)

Compliance with Applicable Laws.

(j)

Location and Type of Mortgaged Property.

(k) Valid First Lien.

(1)

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

(2)

(3)

(l) Full Disbursement of Proceeds.

(m)

Consolidation of Future Advances.

(n) Ownership.

(o) Origination/Doing Business.

(p) LTV, PMI Policy.

Each Mortgage Loan has an LTV as specified on the Mortgage Loan Schedule. Except for Pledged Asset Mortgage Loans, if the LTV of the Mortgage Loan was greater than 80% at the time of origination, a portion of the unpaid principal balance of the Mortgage Loan is and will be insured as to payment defaults by a PMI 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 §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 LPMI Policy obligates the Mortgagor or the Company to maintain the PMI Policy or LPMI Policy and to pay all premiums and charges in connection therewith. The Mortgage Interest Rate for the Mortgage Loan as set forth on the Mortgage Loan Schedule is net of any such insurance premium;

(q) Title Insurance.

(r) No Defaults.

(s) No Mechanics' Liens.

(t) Location of Improvements; No Encroachments.

(u)

Payment Terms.

(v) Customary Provisions.

(w) Occupancy of the Mortgaged Property.

As of the date of origination, the Mortgaged Property was in good repair and was lawfully occupied under applicable law;

(x) No Additional Collateral.

(y) Deeds of Trust.

(z) Acceptable Investment.

(aa) Transfer of Mortgage Loans.

(bb) Mortgaged Property Undamaged.

(cc) Collection Practices; Escrow Deposits.

(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.

(ff) Insurance.

(gg)

Servicemembers Civil Relief Act.

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

(hh)

No Balloon Payments, Graduated Payments or Contingent Interests.

(ii)

No Construction Loans.

(jj)

Underwriting.

Each Mortgage Loan was underwritten in accordance with the underwriting guidelines of the Company; and the Mortgage Note and Mortgage are on forms acceptable to Freddie Mac or Fannie Mae;

(kk)

Buydown Mortgage Loans.

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

(i)

(ii)

(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; and

(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 and Freddie Mac regarding buydown agreements;

(ll)

Cooperative Loans.

With respect to each Cooperative Loan:

(i)

(ii)

(iii)

(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; and

(v)

(mm)

HOEPA.

(nn) Anti-Money Laundering Laws.

(oo)

Bankruptcy.

No Mortgagor was a debtor in any state or federal bankruptcy or insolvency proceeding as of the date the Mortgage Loan was closed and the proceeds of the Mortgage Loan were distributed;

(pp)

Due on Sale.

(qq) Credit Reporting.

(rr) Delivery of Mortgage Files.

(ss) Single Premium Credit Life Insurance.

No Mortgagor has been offered or required to purchase single premium credit insurance in connection with the origination of the Mortgage Loan;

(tt)	Payment in Full.

The Company had no knowledge, at the time of origination of the Mortgage Loan, of any fact that should have led it to expect that such Mortgage Loan would not be paid in full when due; and

(uu) MERS Mortgage Loans.

Section 3.03 Repurchase.

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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.

CITIGROUP GLOBAL MARKETS REALTY CORP.

Purchaser

WELLS FARGO BANK, N.A.

Company

By:

/s/

By:

/s/

Name:

Title:

STATE OF	)
	)	ss.:
COUNTY OF___________	)

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	)
	)	ss.:
COUNTY OF	)

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

CITIGROUP GLOBAL MARKETS REALTY CORP.

Purchaser

and

WELLS FARGO BANK, N.A.

Seller

AMENDED AND RESTATED MASTER MORTGAGE LOAN PURCHASE AGREEMENT

Dated as of March 1, 2006

Fixed and Adjustable Rate

First and Second Lien Mortgage Loans

EXHIBITS

Exhibit A		Form of Assignment and Conveyance Agreement
Exhibit B		Contents of Data File
Exhibit C		Form of Opinion of Counsel

This is an Amended and Restated Master Mortgage Loan Purchase Agreement (the "Agreement"), dated as of March 1, 2006, by and between Citigroup Global Markets Realty Corp., having an office at 390 Greenwich Street, 4^th Floor, New York, New York 10013 (the "Purchaser") and Wells Fargo Bank, N.A., having an office at 1 Home Campus, Des Moines, Iowa 50328-0001 (the "Seller").

WITNESSETH

WHEREAS, the Seller agrees to sell to the Purchaser, and the Purchaser agrees to purchase from the Seller, from time to time (each a “Transaction”) on a servicing retained basis, certain first and second lien fixed 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 (as defined below) by and between the Purchaser and Seller as executed in conjunction with each Transaction; and

WHEREAS, the parties intend hereby to set forth the terms and conditions upon which the proposed Transactions will be effected.

NOW THEREFORE, in consideration of the promises and the mutual agreements set forth herein, the parties hereto agree as follows:

SECTION 1. Definitions. All capitalized terms not otherwise defined herein have the respective meanings set forth in the Flow Servicing Agreement between the parties hereto, dated as of March 1, 2006 (the "Servicing Agreement"). The following terms are defined as follows (except as otherwise agreed by the parties):

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

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.

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

Data File: The electronic data file prepared by the Seller and delivered to the Purchaser including the data fields set forth on Exhibit B with respect to each Mortgage Loan.

Deleted Mortgage Loan: A Mortgage Loan which is repurchased by the Seller in accordance with the terms of this Agreement and which is, in the case of a substitution pursuant to Section 4(b), replaced or to be replaced with a Qualified Substitute Mortgage Loan.

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 related 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 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® Version 5.6, 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 thereon.

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 Seller’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 or condominium; (4) the current Mortgage Interest Rate; (5) the current net Mortgage Interest Rate; (6) the current Monthly Payment; (7) 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) the next Adjustment Date; (13) the lifetime Mortgage Interest Rate cap; (14) a code indicating whether the Mortgage Loan is a Cooperative Loan; (15) a code indicating the mortgage guaranty insurance company; (16) a code indicating whether the Mortgage Loan is an Interest Only Mortgage Loan; (17) a code indicating whether the Mortgage Loan is a Buydown Mortgage Loan; (18) the Servicing Fee Rate; (19) a code indicating whether the loan is subject to LPMI; and (20) a code indicating a Time$aver® Mortgage Loan.

Qualified Substitute Mortgage Loan: A mortgage loan eligible to be substituted by the Seller for a Deleted Mortgage Loan which must, on the date of such substitution, (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) be of the same type of Mortgage Loan as the Deleted Mortgage Loan and (v) comply with each representation and warranty set forth in Section 6(b).

Underwriting FICO Score: The FICO score of a Mortgagor, used in the loan approval process with respect to each Mortgage Loan, as set forth on the related Data File.

Underwriting Guidelines: The underwriting guidelines of the Seller.

SECTION 2. Agreement to Purchase. The Seller agrees to sell, and the Purchaser agrees to purchase from time to time, Mortgage Loans in Loan Packages having aggregate principal balances on the related Cut-off Date in an amount as set forth in the respective Commitment Letter, or in such other amounts as agreed by the Purchaser and the Seller as evidenced by the actual aggregate principal balance of the Mortgage Loans in the related Loan Package accepted by the Purchaser on the related Closing Date. The Mortgage Loans will be delivered pursuant to this Agreement and the Servicing Agreement.

SECTION 3. Mortgage Loan Schedule. The Seller will provide the Purchaser with certain information constituting a listing of the Mortgage Loans to be purchased under this Agreement for each Transaction (the "Mortgage Loan Schedule"). Each Mortgage Loan Schedule shall conform to the definition of "Mortgage Loan Schedule" as set forth in this Agreement.

SECTION 4.

(a) Purchase Price. The purchase price for each Loan Package (the "Purchase Price") 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 such Cut-off Date whether or not collected. The Purchase Price for a Loan Package may be adjusted as stated in the related Commitment Letter.

In addition to the Purchase Price, the Purchaser shall pay to the Seller, at closing, accrued interest on the aggregate scheduled principal amount of the related Mortgage Loans at the weighted average Mortgage Loan Remittance Rate for each Loan Package from the related Cut-off Date through the day prior to the related Closing Date, inclusive.

With respect to each Loan Package, the Purchaser shall be entitled to (1) all scheduled principal due after the Cut-off Date, (2) all other recoveries of principal collected after the related Cut-off Date (provided, however, that all scheduled payments of principal due on or before the related Cut-off Date and collected by the Seller after the related Cut-off Date shall belong to the Seller), and (3) all payments of interest on the Mortgage Loans at the Mortgage Loan Remittance Rate (minus that portion of any such payment which is allocable to the period prior to the related Cut-off Date). The principal balance of each Mortgage Loan as of the related Cut-off Date is determined after application of payments of principal due on or before the related Cut-off Date whether or not collected. Therefore, payments of scheduled principal and interest prepaid for a Due Date beyond the related Cut-off Date shall not be applied to the principal balance as of the related Cut-off Date. Such prepaid amounts (minus interest at the Servicing Fee Rate) shall be the property of the Purchaser. The Seller shall deposit any such prepaid amounts into the Custodial Account, which account is established for the benefit of the Purchaser for subsequent remittance by the Seller to the Purchaser.

(b) Repurchase Price.

It is understood and agreed that the representations and warranties set forth in Section 6 of this Agreement and Section 3.01 of the Servicing Agreement shall survive the sale of the Mortgage Loans to the Purchaser and the delivery of the respective Mortgage Loan Documents to the Custodian and shall inure to the benefit of the Purchaser, notwithstanding any restrictive or qualified endorsement on any Mortgage Note or Assignment of Mortgage or the examination or failure to examine any Custodial Mortgage File or Retained Mortgage File. Upon discovery by either the Seller or the Purchaser of a breach of any of the foregoing representations and warranties which materially and adversely affects the value of the Mortgage Loans or the interest of the Purchaser (or which 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 Seller of any breach of a representation or warranty which materially and adversely affects the value of the Mortgage Loans, the Seller shall use its best efforts promptly to cure such breach in all material respects and, if such breach cannot be cured, the Seller shall, at the Purchaser's option, repurchase such Mortgage Loan at the Repurchase Price. In the event that a breach shall involve any representation or warranty set forth in Section 3.01 of the Servicing Agreement, and such breach cannot be cured within ninety (90) days after the earlier of either discovery by or notice to the Seller of such breach, all of the Mortgage Loans shall, at the Purchaser's option, be repurchased by the Seller at the Repurchase Price. However, if the breach shall involve a representation or warranty set forth in Section 6 hereof and the Seller discovers or receives notice of any such breach within one-hundred twenty (120) days of the related Closing Date, the Seller shall, if the breach cannot be cured, at the Purchaser's option and provided that the Seller has a Qualified Substitute Mortgage Loan, rather than repurchase the Mortgage Loan as provided above, remove such Mortgage Loan (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 120 days after the related Closing Date. If the Seller has no Qualified Substitute Mortgage Loan, it shall repurchase the deficient Mortgage Loan within ninety (90) days of 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 4(b) shall be accomplished by deposit in the Custodial Account of the amount of the Repurchase Price for distribution to Purchaser on the next scheduled Remittance Date, 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 Seller shall arrange for the reassignment of the Deleted Mortgage Loan to the Seller and the delivery to the Seller of any documents held by the Custodian relating to the Deleted Mortgage Loan. If the Seller repurchases a Mortgage Loan that is a MERS Mortgage Loan, the Seller shall cause MERS to designate on the MERS® System to remove the Purchaser as the beneficial holder with respect to such Mortgage Loan. In the event of a repurchase or substitution, the Seller 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 Seller 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 Seller shall effect such substitution by delivering to the Custodian for such Qualified Substitute Mortgage Loan the documents required by Section 5(d) of this Agreement and Section 2.03 of the Servicing Agreement, with the Mortgage Note endorsed as required by such Section 2.03. No substitution will be made in any calendar month after the Determination Date for such month. The Seller 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 Seller. 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 Seller shall thereafter be entitled to retain all amounts subsequently received by the Seller in respect of such Deleted Mortgage Loan.

For any month in which the Seller substitutes a Qualified Substitute Mortgage Loan for a Deleted Mortgage Loan, the Seller 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 Seller in the month of substitution pursuant to Section 5.01 of the Servicing Agreement. Accordingly, on the date of such substitution, the Seller 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 Seller shall indemnify the Purchaser and hold it harmless against any losses, damages, penalties, fines, forfeitures, reasonable and necessary legal fees and related costs, judgments, and other costs and expenses resulting from any claim, demand, defense or assertion based on or grounded upon, or resulting from, a breach of the representations and warranties contained in this Agreement. It is understood and agreed that the obligations of the Seller set forth in this Section 4(b) to cure, substitute for or repurchase a defective Mortgage Loan and to indemnify the Purchaser as provided in this Section 4(b) constitute the sole remedies of the Purchaser respecting a breach of the foregoing representations and warranties.

Any cause of action against the Seller relating to or arising out of the breach of any representations and warranties made in Section 6 hereof and Section 3.01 of the Servicing Agreement shall accrue as to any Mortgage Loan upon (i) discovery of such breach by the Purchaser or notice thereof by the Seller to the Purchaser, (ii) failures by the Seller to cure such breach or repurchase such Mortgage Loan as specified above, and (iii) demand upon the Seller by the Purchaser for compliance with this Agreement.

Notwithstanding anything to the contrary in this Section 4(b), with respect to any breach by the Seller of the representation and warranty set forth in Section 6(b)(xlx), which breach materially and adversely affects the value of any Prepayment Charge or the interests of the Purchaser therein, the Seller shall remedy such breach as follows: Upon any Principal Prepayment with respect to the affected Mortgage Loan, the Seller shall pay to the Purchaser the excess, if any, of (x) the amount of such Prepayment Charge calculated as set forth in the matrices attached as Schedule II to the related Assignment and Conveyance Agreement and (y) the amount collected from the Mortgagor in respect of such Prepayment Charge. Such remedy amount payable by the Seller shall accompany the Seller’s next scheduled monthly remittance to the Purchaser following the calendar month in which the related Principal Prepayment occurred.

SECTION 5.

(a) Examination of Custodial Mortgage Files/Retained Mortgage Files. Prior to the related Closing Date, the Seller shall (a) deliver to the Purchaser in escrow, for examination, the Custodial Mortgage File for each Mortgage Loan, including a copy of the Assignment of Mortgage, pertaining to each Mortgage Loan, or (b) make the Custodial Mortgage Files and Retained Mortgage Files available to the Purchaser for examination at the Seller's offices or such other location as shall otherwise be agreed upon by the Purchaser and the Seller. Such examination may be made by the Purchaser at any time before or after the Closing Date or by any prospective purchaser of the Mortgage Loans from the Purchaser, at any time after the Closing Date upon prior reasonable notice to the Seller. The fact that the Purchaser or any prospective purchaser of the Mortgage Loans has conducted or has failed to conduct any partial or complete examination of the Custodial Mortgage Files and Retained Mortgage Files shall not affect the Purchaser's (or any of its successor's) rights to demand repurchase, substitution or other relief or remedy as provided under the Servicing Agreement.

(b) Conveyance of Mortgage Loans. Pursuant to each Assignment and Conveyance Agreement, on the related Closing Date, the Seller, simultaneously with the payment of the Purchase Price by the Purchaser, shall 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 Seller in and to the Mortgage Loans listed on the respective Mortgage Loan Schedule annexed to such Assignment and Conveyance Agreement, together with the Custodial Mortgage File and Retained 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 5(d) of this Agreement and Section 2.03 of the Servicing Agreement, the Company shall deliver the Custodial Mortgage File for each Mortgage Loan comprising the related Loan Package to the Custodian.

(c) Books and Records. The sale of each Mortgage Loan shall be reflected on the Seller’s balance sheet and other financial statements as a sale of assets by the Seller. The Seller 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 Seller 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 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 of the Servicing Agreement. To the extent that original documents are not required for purposes of realization of Liquidation Proceeds or Insurance Proceeds, documents maintained by the Seller 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 Seller complies with the requirements of the Fannie Mae Selling and Servicing Guide, as amended from time to time.

(d) Delivery of Mortgage Loan Documents. On each Closing Date with respect to each Mortgage Loan comprising the related Loan Package, the Seller shall have delivered to the Custodian those Mortgage Loan Documents contained in the Custodial Mortgage File pursuant to this Agreement with respect to each Mortgage Loan. In addition, in connection with the assignment of any MERS Mortgage Loan, the Seller agrees that it will cause, at its own expense, the MERS System to indicate that the related Mortgage Loans have been assigned by the Seller 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 Seller 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 Custodial Agreement. The Purchaser will be responsible for the fees and expenses of the Custodian.

The contents of each Retained Mortgage File and Servicing File are and shall be held in trust by the Seller as servicer for the benefit of the Purchaser as the owner thereof. The possession of each Retained Mortgage File and Servicing File by the Seller is at the will of the Purchaser for the sole purpose of servicing the related Mortgage Loan pursuant to the Servicing Agreement, and such retention and possession by the Seller 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 Seller shall vest immediately in the Purchaser and shall be retained and maintained by the Seller, in trust, at the will of the Purchaser and only in such custodial capacity.

SECTION 6. Representations, Warranties and Agreements of Seller. The Seller agrees and acknowledges that it shall, as a condition to the consummation of the transactions contemplated hereby, make the representations and warranties specified in this Section 6 and in Section 3.01 of the Servicing Agreement, as of the related Closing Date. The meaning of the term "Agreement" as used in Section 3.01 of the Servicing Agreement shall include this Agreement. The Seller, without conceding that the Mortgage Loans are securities, hereby makes the following additional representations, warranties and agreements which shall be deemed to have been made as of the related Closing Date:

a)	With respect to the Seller:

(i)	Securities Act of 1933.

Neither the Seller nor anyone acting on its behalf has offered, transferred, pledged, sold or otherwise disposed of any Mortgage Loans, any interest in any Mortgage Loans or any other similar security to, or solicited any offer to buy or accept a transfer, pledge or other disposition of any Mortgage Loans, any interest in any Mortgage Loans or any other similar security from, or otherwise approached or negotiated with respect to any Mortgage Loans, any interest in any 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 any 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;

(ii)	Broker/Agent.

The Seller has not dealt with any broker or agent or anyone else who might be entitled to a fee or commission in connection with this transaction other than the Purchaser;

(iii)

No Conflicts.

Neither the execution and delivery of this Agreement, the acquisition of the Mortgage Loans by the Seller, 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, articles of incorporation or by-laws or any legal restriction or any agreement or instrument to which the Seller is now a party or by which it is bound, or constitute a default or result in the violation of any law, rule, regulation, order, judgment or decree to which the Seller 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;

(iv)

Ability to Perform.

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

(v)

No Litigation Pending.

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

(vi)

Selection Process.

The Mortgage Loans were selected from among the outstanding fixed rate and adjustable rate one- to four-family mortgage loans in the Seller's mortgage banking portfolio at the Closing Date as to which the representations and warranties set forth in Section 6(b) could be made and such selection was not made in a manner so as to affect adversely the interests of the Purchaser; and

(vii)

Sale Treatment.

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

(b) With respect to each Mortgage Loan:

(i)	Mortgage Loans as Described.

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

(ii) Payments Current.

All payments required to be made up to the related 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 (12) months prior to the related Closing Date;

(iii) 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 Seller 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;

(iv) 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 or registered with the MERS System, if necessary, to protect the interests of the Purchaser and which 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 and the title insurer, to the extent required by the policy, and its terms are reflected on the related Mortgage Loan Schedule. 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 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 related Mortgage Loan Schedule;

(v) No Defenses.

(vi) No Satisfaction of Mortgage.

(vii) Validity of Mortgage Documents.

(viii) 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 Seller, or the Mortgagor, or to the best of the Seller’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;

(ix) Compliance with Applicable Laws.

(x) Location and Type of Mortgaged Property.

The Mortgaged Property is located in the state identified in the related 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 an individual condominium unit in a condominium project, or an individual unit in a planned unit development, or a townhouse, or a cooperative, provided, however, that any condominium project or planned unit development shall conform with 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 appraisal date for each Mortgaged Property, any Mortgaged Property being used for commercial purposes conforms to the Underwriting Guidelines and, to the best of the Seller’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;

(xi) Valid First Lien.

(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 Seller has full right to sell and assign the same to the Purchaser.

(xii) Full Disbursement of Proceeds.

(xiii) Consolidation of Future Advances.

Any future advances made prior to the related 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 Seller shall not make future advances after the related Cut-off Date;

(xiv) Ownership.

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

(xv) Origination/Doing Business.

(xvi) LTV, PMI Policy.

Each Mortgage Loan has an LTV as specified on the related Mortgage Loan Schedule. Except for Pledged Asset Mortgage Loans, if the LTV of the Mortgage Loan was greater than 80% at the time of origination, a portion of the unpaid principal balance of the Mortgage Loan is and will be insured as to payment defaults by a PMI 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 §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 LPMI Policy obligates the Mortgagor or the Seller to maintain the PMI Policy or LPMI Policy and to pay all premiums and charges in connection therewith. The Mortgage Interest Rate for the Mortgage Loan as set forth on the related Mortgage Loan Schedule is net of any such insurance premium;

(xvii) 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 Seller, 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 subsection (xi) of this Section 6(b), and 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 Seller is the sole insured of such lender's title insurance policy, and such lender's title insurance policy is in full force and effect and will be in 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 Seller, has done, by act or omission, anything which would impair the coverage of such lender's title insurance policy;

(xviii) 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 Seller nor its predecessors have waived any default, breach, violation or event of acceleration;

(xix) No Mechanics' Liens.

(xx) Location of Improvements; No Encroachments.

Except as insured against by the title insurance policy referenced in subsection (xvii) 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;

(xxi) 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 on the first day of 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 Note 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 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;

(xxii) 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, (1) in the case of a Mortgage designated as a deed of trust, by trustee's sale, and (2) 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;

(xxiii) Occupancy of the Mortgaged Property.

As of the date of origination, the Mortgaged Property was in good repair and was lawfully occupied under applicable law;

(xxiv) No Additional Collateral.

(xxv) Deeds of Trust.

(xxvi) Acceptable Investment.

The Seller 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;

(xxvii) Transfer of Mortgage Loans.

(xxviii) Mortgaged Property Undamaged.

(xxix) 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 Seller and there exist no deficiencies in connection therewith for which customary arrangements for repayment thereof have not been made. All Escrow Payments have been collected in full compliance with state and federal law. No escrow deposits or Escrow Payments or other charges or payments due the Seller have been capitalized under the Mortgage Note;

(xxx) No Condemnation.

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

(xxxi) The Appraisal.

The Servicing File include an appraisal, with the exception of any Time$aver® Mortgage Loan (which at the original origination were on form 1004 or form 2055 with interior inspections), of the related Mortgaged Property. The appraisal was conducted by an appraiser who had no interest, direct or indirect, in the Mortgaged Property or in any loan made on the security thereof; and whose compensation is not affected by the approval or disapproval of the Mortgage Loan, and the appraisal and the appraiser both satisfy the applicable requirements of Title XI of the Financial Institution Reform, Recovery, and Enforcement Act of 1989 and the regulations promulgated thereunder, all as in effect on the date the Mortgage Loan was originated;

(xxxii) 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 of the Servicing Agreement, in an amount which is at least equal to the lesser of (1) 100% of the insurable value, on a replacement cost basis, of the improvements on the related Mortgaged Property, or (2) the greater of (x) the outstanding principal balance of the Mortgage Loan or (y) an amount such that the proceeds of such insurance shall be sufficient to avoid the application to the Mortgagor or loss payee of any coinsurance clause under the policy. If the Mortgaged Property is a condominium unit, it is included under the coverage afforded by a blanket policy for the project. If the improvements on the Mortgaged Property are 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, 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 Seller 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 Seller 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;

(xxxiii) Servicemembers Civil Relief Act.

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

(xxxiv) No Balloon Payments, Graduated Payments or Contingent Interests.

(xxxv) No Construction Loans.

No Mortgage Loan was made in connection with (1) the construction or rehabilitation of a Mortgage Property or (2) 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;

(xxxvi) Underwriting.

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

(xxxvii) Buydown Mortgage Loans.

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

(1)

On or before the date of origination of such Mortgage Loan, the Seller and the Mortgagor, or the Seller, 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 Seller 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 the Underwriting Guidelines;

(2)

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 Seller and if required under Underwriting Guidelines, the terms of the Buydown Agreement were disclosed to the appraiser of the Mortgaged Property;

(3)

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; and

(4)	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;

(xxxviii) Cooperative Loans.

With respect to each Cooperative Loan:

(1)

(2)

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

(3)

(i) The term of the related Proprietary Lease is not less than the terms of the Cooperative Loan; (ii) 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; (iii) there is no prohibition in any Proprietary Lease against pledging the Cooperative Shares or assigning the Proprietary Lease; (iv) the Cooperative has been 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; (v) the Recognition Agreement is on a form published by Aztech Document Services, Inc. or includes similar provisions; and (vi) the Cooperative has good and marketable title to the Project, and owns the Project either in fee simple; such title is free and clear of any adverse liens or encumbrances, except the lien of any blanket mortgage;

(4)	The Seller 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; and

(5)

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

(xxxix) HOEPA.

(xl) Anti-Money Laundering Laws.

The Seller 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 Anti-Money Laundering Laws;

(xli) Bankruptcy.

No Mortgagor was a debtor in any state or federal bankruptcy or insolvency proceeding as of the date the Mortgage Loan was closed and the proceeds of the Mortgage Loan were distributed;

(xlii) Due on Sale.

The Mortgage or Mortgage Note contains an enforceable provision, to the extent not prohibited by federal law, 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, provided that, with respect to Mortgage Notes which bear an adjustable rate of interest, such provision shall not be enforceable if the Mortgagor causes to be submitted to the Seller to evaluate the intended transferee as if a new Mortgage Loan were being made to such transferee, and the Seller reasonably determines that the security will not be impaired by such Mortgage Loan assumption and that the risk of breach of any covenant or agreement in such Mortgage is acceptable to the Purchaser;

(xliii) Credit Reporting.

With respect to each Mortgage Loan, the Seller has furnished complete information on the related borrower credit files to Equifax, Experian and Trans Union Credit Information Seller, in accordance with the Fair Credit Reporting Act and its implementing regulations;

(xliv) Delivery of Custodial Mortgage Files.

The Mortgage Loan Documents contained in the Custodial Mortgage File required to be delivered by the Seller have been delivered to the Custodian. The Seller is in possession of a complete, true and accurate Retained Mortgage File, except for such documents where the originals of which have been sent for recordation;

(xlv) Single Premium Credit Life Insurance.

No Mortgagor has been offered or required to purchase single premium credit insurance in connection with the origination of the Mortgage Loan;

(xlvi) Payment in Full.

The Seller had no knowledge, at the time of origination of the Mortgage Loan, of any fact that should have led it to expect that such Mortgage Loan would not be paid in full when due;

(xlvii) MERS Mortgage Loans.

(xlviii) Leasehold Estates.

No Mortgage Loan is leasehold Mortgage Loan;

(xlix) Mixed-Use Property.

No Mortgaged Property shall be used solely for commercial purposes. With respect to any Mortgaged Property that is a mixed-use property (i) the Mortgaged Property is a single family dwelling, (ii) any commercial use of the Mortgaged Property represents a legal, permissible use of the Mortgaged Property under federal, state and local laws and ordinances; (iii) the Mortgagor is both the owner and the operator of the business conducted on the Mortgaged Property; and (iv) income from the business use of the Mortgaged Property was not taken into account in determining the Appraised Value of the Mortgaged Property. The Mortgaged Property with respect to each mixed-use property is in material compliance with all applicable environmental laws pertaining to environmental hazards and neither the Company nor, to the Company’s knowledge, the related Mortgagor, has received any notice of any violation or potential violation of such law;

(xlx) Prepayment Charge Enforceability.

The Mortgage Loan Documents with respect to each Mortgage Loan subject to Prepayment Charge specifically authorizes such Prepayment Charge to be collected, such Prepayment Charge is permissible and enforceable in accordance with the terms of the related Mortgage Loan Documents and all federal, state and local laws applicable to the Mortgage Loans (except to the extent that the enforceability thereof may be limited by bankruptcy, insolvency, moratorium, receivership and other similar laws relating to creditors’ rights generally or the collectability thereof may be limited due to acceleration in connection with a foreclosure); and

(xlxi) Prepayment Charge Amount and Duration.

Each such Prepayment Charge is in an amount equal to the maximum amount permitted under applicable law and 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.

SECTION 7. Representation, Warranties and Agreement of Purchaser. The Purchaser, without conceding that the Mortgage Loans are securities, hereby makes the following representations, warranties and agreements, which shall have been deemed to have been made as of the related Closing Date.

the Purchaser understands that the Mortgage Loans have not been registered under the 1933 Act or the securities laws of any state;

except as contemplated under this Agreement or the Servicing Agreement, the Purchaser is acquiring the Mortgage Loans for its own account only and not for any other Person;

the Purchaser 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;

the Purchaser has been furnished with all information regarding the Mortgage Loans which it has requested from the Seller; and

neither the Purchaser nor anyone acting on its behalf offered, transferred, pledged, sold or otherwise disposed of any Mortgage Loan, any interest in any Mortgage Loan or any other similar security to, or solicited any offer to buy or accept a transfer, pledge or other disposition of any Mortgage Loan, any interest in any Mortgage Loan or any other similar security from, or otherwise approached or negotiated with respect to any Mortgage Loan, any interest in any Mortgage Loan 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 1933 Act or which would render the disposition of any Mortgage Loan 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.

SECTION 8. Closing. The closing for the purchase and sale of each Loan Package, shall take place on the related Closing Date. At the Purchaser's option, the closing shall be either: by telephone, confirmed by letter or wire as the parties shall agree; or conducted in person, at such place as the parties shall agree.

The closing shall be subject to each of the following conditions:

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

b) the Purchaser shall have received, or the Purchaser's attorneys shall have received in escrow, all closing documents as specified in Section 9 of this Agreement, in such forms as are agreed upon and acceptable to the Purchaser, duly executed by all signatories other than the Purchaser as required pursuant to the respective terms thereof;

c) the Seller shall have delivered to the Custodian under this Agreement or the Servicing Agreement all documents required pursuant to the related Custodial Agreement; and

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

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

SECTION 9. Closing Documents. With respect to the initial closing date, the closing documents shall consist of fully executed originals of the following documents:

the Servicing Agreement, dated as of March 1, 2006, in two counterparts;

this Agreement in two counterparts;

the Custodial Agreement;

the Mortgage Loan Schedule for the related Loan Package, one copy of each to be attached to each counterpart of the related Assignment and Conveyance Agreement, to each counterpart of the Custodial Agreement, as the Mortgage Loan Schedules thereto;

a Receipt and Certification, as required under the Custodial Agreement;

6.	an Opinion of Counsel of the Seller, in the form of Exhibit C hereto; and

7.	an Assignment and Conveyance Agreement for the related Mortgage Loans.

On each subsequent Closing Date, the following documents:

1.	the Mortgage Loan Schedule for the related Loan Package;

2.	an Assignment and Conveyance Agreement for the related Loan Package;

3.	an Initial Certification, as required under the Custodial Agreement; and

4.	upon the reasonable request of the Purchaser, an Opinion of Counsel of the Seller, in the form of Exhibit C hereto.

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

SECTION 11. Servicing. The Mortgage Loans shall be serviced by the Seller in accordance with the terms of the Servicing Agreement. The Seller shall be entitled to servicing fees calculated as provided therein, at the Servicing Fee Rate.

SECTION 12. Financial Statements. The Seller understands that in connection with the Purchaser's marketing of the Mortgage Loans, the Purchaser may request from Seller and make available to prospective purchasers a Consolidated Statement of Operations of the Seller for the most recently completed two (2) fiscal years respecting 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 Purchaser, upon request, shall also make available any comparable interim statements to the extent any such statements have been prepared by the Seller in a format intended or otherwise suitable for the public at large. The Seller, upon request, agrees to furnish promptly to the Purchaser copies of the statements specified above. The Seller shall also make available information on its servicing performance with respect to loans in its own portfolio and loans serviced for others (if any), including foreclosure and delinquency ratios.

The Seller also agrees to allow access to a knowledgeable (as shall be determined by the Seller) financial or accounting officer for the purpose of answering questions asked by any prospective purchaser regarding recent developments affecting the Seller or the financial statements of the Seller.

SECTION 13. Mandatory Delivery. The sale and delivery on each Closing Date of the related Mortgage Loans described on the respective Mortgage Loan Schedules is mandatory, it being specifically understood and agreed that each Mortgage Loan is unique and identifiable on such Closing Date and that an award of money damages would be insufficient to compensate the Purchaser for the losses and damages incurred by the Purchaser (including damages to prospective purchasers of the Mortgage Loans) in the event of the Seller's failure to deliver the Mortgage Loans on or before such Closing Date. All rights and remedies of the Purchaser under this Agreement are distinct from, and cumulative with, any other rights or remedies under this Agreement or afforded by law or equity and all such rights and remedies may be exercised concurrently, independently or successively.

SECTION 14. Notices. All demands, notices and communications hereunder shall be in writing and shall be deemed to have been duly given if mailed, by registered or certified mail, return receipt requested, or, if by other means, when received by the other party at the address shown on the first page hereof, or such other address as may hereafter be furnished to the other party by like notice. Any such demand, notice of communication hereunder shall be deemed to have been received on the date delivered to or received at the premises of the addressee (as evidenced, in the case of registered or certified mail, by the date noted on the return receipt).

SECTION 15. Severability Clause. Any part, provision, representation or warranty of this Agreement which is prohibited or which is held to be void or unenforceable shall be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof. Any part, provision, representation or warranty of this Agreement which is prohibited or unenforceable or is held to be void or unenforceable in any jurisdiction shall be ineffective, as to such jurisdiction, to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof, and any such prohibition or unenforceability in any jurisdiction as to any Mortgage Loan shall not invalidate or render unenforceable such provision in any other jurisdiction. To the extent permitted by applicable law, the parties hereto waive any provision of law which prohibits or renders void or unenforceable any provision hereof. If the invalidity of any part, provision, representation or warranty of this Agreement shall deprive any party of the economic benefit intended to be conferred by this Agreement, the parties shall negotiate, in good-faith, to develop a structure the economic effect of which is as close as possible to the economic effect of this Agreement without regard to such invalidity.

SECTION 16. 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 17. Place of Delivery and Governing Law. This Agreement shall be deemed in effect when a fully executed counterpart thereof is received by the Purchaser in the State of New York and shall be deemed to have been made in the State of New York. The 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 the laws of the State of New York, except to the extent preempted by Federal Law.

SECTION 18. Further Agreements. The Purchaser and the Seller 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.

Without limiting the generality of the foregoing, the Seller shall reasonably cooperate with the Purchaser in connection with the initial resales of the Mortgage Loans by the Purchaser. In that connection, the Seller shall provide to the Purchaser: (i) any and all information and appropriate verification of information, whether through letters of its auditors and counsel or otherwise, as the Purchaser shall reasonably request, and (ii) such additional representations, warranties, covenants, opinions of counsel, letters from auditors and certificates of public officials or officers of the Seller as are reasonably believed necessary by the Purchaser in connection with such resales. Prior to incurring any out-of-pocket expenses pursuant to this paragraph, the Seller shall notify the Purchaser in writing of the estimated amount of such expense. The Purchaser shall reimburse the Seller for any such expense following its receipt of appropriate details thereof.

SECTION 19. Intention of the Parties. It is the intention of the parties that the Purchaser is purchasing, and the Seller is selling, an undivided 100% ownership interest in the Mortgage Loans and not a debt instrument of the Seller or another security. Accordingly, the parties hereto each intend to treat the transaction for Federal income tax purposes as a sale by the Seller, and a purchase by the Purchaser, of the Mortgage Loans. The Purchaser shall have the right to review the Mortgage Loans and the related Custodial Mortgage Files, Retained Mortgage Files and Servicing Files to determine the characteristics of the Mortgage Loans which shall affect the Federal income tax consequences of owning the Mortgage Loans and the Seller shall cooperate with all reasonable requests made by the Purchaser in the course of such review.

SECTION 20. Successors and Assigns; Assignment of Purchase Agreement. This Agreement shall bind and inure to the benefit of and be enforceable by the Seller and the Purchaser and the respective successors and assigns of the Seller and the Purchaser. This Agreement shall not be assigned, pledged or hypothecated by the Seller to a third party without the consent of the Purchaser.

SECTION 21. Waivers; Other Agreements. No term or provision of this Agreement may be waived or modified unless such waiver or modification is in writing and signed by the party against whom such waiver or modification is sought to be enforced.

SECTION 22. Exhibits. The exhibits to this Agreement are hereby incorporated and made a part hereof and are an integral part of this Agreement.

SECTION 23. General Interpretive Principles. For purposes of this Agreement, except as otherwise expressly provided or unless the context otherwise requires:

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;

accounting terms not otherwise defined herein have the meanings assigned to them in accordance with generally accepted accounting principles;

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;

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;

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

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

SECTION 24. 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, whether or not the original is in existence and whether or not such reproduction was made by a party in the regular course of business, and that any enlargement, facsimile or further reproduction of such reproduction shall likewise be admissible in evidence.

[Signatures Follow]

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

	CITIGROUP GLOBAL MARKETS REALTY CORP. (Purchaser)

	By:
	Name:
	Title:

	WELLS FARGO BANK, N.A. (Seller)

	By:
	Name:
	Title:

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, Wells Fargo Bank, N.A. (the “Seller”) as the Seller under that certain Amended and Restated Master Mortgage Loan Purchase Agreement, (“Purchase Agreement”) and as the Servicer under that certain Amended and Restated Flow Servicing Agreement (the “Servicing Agreement”) each dated as of March 1, 2006, (collectively, the “Agreements”) does hereby sell, transfer, assign, set over and convey to Citigroup Global Markets Realty Corp. 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 Schedule I, together with the Custodial Mortgage Files and all rights and obligations arising under the documents contained therein. Pursuant to Section 5 of the Purchase Agreement or 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.

CITIGROUP GLOBAL MARKETS			WELLS FARGO BANK, N.A.
REALTY CORP.
Purchaser			Seller

By:			By:
Name:			Name:
Title:			Title:

Schedule I

Mortgage Loan Schedule

Schedule II

Prepayment Penalty Matrix

EXHIBIT B

CONTENTS OF DATA FILE

	(1)	the street address of the Mortgaged Property including the city, state, county and zip code;

	(2)	a code indicating whether the Mortgaged Property is a single family residence, a 2-4 family dwelling, a PUD, a cooperative, a townhouse, manufactured housing or a unit in a condominium project;

	(3)	the Mortgage Interest Rate as of the Cut-off Date;

	(4)	the current Monthly Payment;

	(5)	loan term, number of months;

	(6)	the stated maturity date;

	(7)	the Stated Principal Balance of the Mortgage Loan as of the close of business on the Cut-off Date, after deduction of payments of principal due on or before the Cut-off Date;

	(8)	the Loan-to-Value Ratio;

	(9)	a code indicating whether the Mortgage Loan is an Interest Only Mortgage Loan;

	(10)	a code indicating whether the Mortgage Loan is a temporary buydown (Y or N);

	(11)	the Servicing Fee Rate;

	(12)	a code indicating whether the Mortgage Loan is covered by lender-paid mortgage insurance (Y or N);

	(13)	a code indicating whether the Mortgage Loan is a Time$aver® Mortgage Loan (Y or N);

	(14)	the Mortgagor's first and last name;

	(15)	a code indicating whether the Mortgaged Property is owner-occupied;

	(16)	the remaining months to maturity from the Cut-off Date, based on the original amortization schedule;

	(17)	the date on which the first Monthly Payment was due on the Mortgage Loan;

	(18)	the last Due Date on which a Monthly Payment was actually applied to the actual principal balance;

	(19)	the original principal amount of the Mortgage Loan;

	(20)	a code indicating the purpose of the loan (i.e., purchase, financing, rate/term refinancing, cash-out refinancing);

	(21)	the Mortgage Interest Rate at origination;

	(22)	the date on which the first Monthly Payment was due on the Mortgage Loan;

	(23)	a code indicating the documentation style (i.e., full (providing two years employment verification - 2 years W-2’s and current pay stub or 2 years 1040’s for self employed borrowers), alternative or reduced);

	(24)	a code indicating if the Mortgage Loan is subject to a PMI Policy;

	(25)	the Appraised Value of the Mortgage Property;

	(26)	the sale price of the Mortgaged Property, if applicable;

	(27)	the Mortgagor’s Underwriting FICO Score;

	(28)	term of Prepayment Charge in years;

	(29)	a code indicating the product type;

	(30)	a code indicating the credit grade of the Mortgage Loan;

	(31)	the unpaid balance of the Mortgage Loan as of the close of business on the Cut-off Date, after deduction of all payments of principal;

	(32)	the Note date of the Mortgage Loan;

	(33)	the mortgage insurance certificate number and percentage of coverage, if applicable;

	(34)	the Mortgagor’s date of birth;

	(35)	the MIN Number for each Mortgage Loan, if applicable;

	(36)	employer name;

	(37)	subsidy program code;

	(38)	servicer name;

	(39)	the combined Loan-to-Value Ratio;

	(40)	the total Loan-to-Value Ratio;

	(41)	whether the Mortgage Loan is convertible (Y or N);

	(42)	a code indicating whether the Mortgage Loan is a relocation loan (Y or N);

	(43)	a code indicating whether the Mortgage Loan is a leasehold loan (Y or N);

	(44)	a code indicating whether the Mortgage Loan is an Alt A loan (Y or N);

	(45)	a code indicating whether the Mortgage Loan is a no ratio loan (Y or N);

	(46)	a code indicating whether the Mortgage Loan is a Pledged Asset Mortgage Loan (Y or N);

	(47)	effective LTV percentage for Pledged Asset Mortgage Loans;

	(48)	citizenship type code;

	(49)	a code indicating whether the Mortgage Loan is a conforming or non-conforming loan, based on the original loan balance;

	(50)	the name of the client for which the Mortgage Loan was originated;

	(51)	the program code;

	(52)	the loan sub doc code;

	(53)	the remaining interest-only term for Interest Only Mortgage Loans;

The Company shall provide the following
For the Home Mortgage Disclosure Act (HMDA):

	(54)	the Mortgagor’s and co-Mortgagor’s (if applicable) ethnicity;

	(55)	the Mortgagor’s and co-Mortgagor’s (if applicable) race;

	(56)	lien status;

	(57)	for cash-out refinance loans, the cash purpose;

	(58)	the Mortgagor’s and co-Mortgagor’s (if applicable) gender;

	(59)	the Mortgagor’s and co-Mortgagor’s (if applicable) social security numbers;

	(60)	the number of units for the property;

	(61)	the year in which the property was built;

	(62)	the qualifying monthly income of the Mortgagor;

	(63)	the number of bedrooms contained in the property;

	(64)	a code indicating first time buyer (Y or N);

	(65)	the total rental income, if any;

The Seller shall provide the following
for the adjustable rate Mortgage Loans (if applicable):

	(66)	the maximum Mortgage Interest Rate under the terms of the Mortgage Note;

	(67)	the Periodic Interest Rate Cap;

	(68)	the Index;

	(69)	the next Adjustment Date;

	(70)	the Gross Margin; and

	(71)	the lifetime interest rate cap.

EXHIBIT C

FORM OF OPINION OF COUNSEL

Re:

Mortgage Loan Sale by Wells Fargo Bank, N.A. (the “Seller”) to Citigroup Global Markets Realty Corp. (the “Purchaser”) of fixed and adjustable rate, first and second lien mortgage loans (the “Mortgage Loans”) pursuant to that certain Amended and Restated Master Mortgage Loan Purchase Agreement, dated as of March 1, 2006.

Dear Sir/Madam:

I am @ of Wells Fargo Bank, N.A. and have acted as counsel to Wells Fargo Bank, N.A. (the “Seller”), with respect to certain matters in connection with the sale by the Seller of Mortgage Loans pursuant to that certain Amended and Restated Master Mortgage Loan Purchase Agreement by and between the Seller and Citigroup Global Markets Realty Corp. (the “Purchaser”), dated as of March 1, 2006, (the “MLPA”), which sale is in the form of whole Mortgage Loans. Such Mortgage Loans shall be serviced by the Seller in accordance with the Amended and Restated Flow Servicing Agreement by and between the Seller, as servicer, and the Purchaser, as owner, dated as of March 1, 2006 (the “Servicing Agreement” and together with the MLPA, the “Agreements”). Capitalized terms not otherwise defined herein have the meanings set forth in the Agreements.

I have examined the following documents:

1.	the Amended and Restated Master Mortgage Loan Purchase Agreement;

2.	the Amended and Restated Flow Servicing Agreement;

3.	the Custodial Agreement;

4.	the form of endorsement of the Mortgage Notes; and

5.	such other documents, records and papers as I have deemed necessary and relevant as a basis for this opinion.

To the extent I have deemed necessary and proper, I have relied upon the representations and warranties of the Seller contained in the Agreements. I have assumed the authenticity of all documents submitted to me as originals, the genuineness of all signatures, the legal capacity of natural persons and the conformity to the originals of all documents.

Based upon the foregoing, it is my opinion that;

1.	The Seller is a national banking association duly organized, validly existing and in good standing under the laws of the United States.

The Seller has the power to engage in the transactions contemplated by the Agreements, the Custodial Agreement and all requisite power, authority and legal right to execute and deliver the Agreements, the Custodial Agreement and the Mortgage Loans, and to perform and observe the terms and conditions of such instruments.

Each person who, as an officer or attorney-in-fact of the Seller, signed (a) the Agreements, each dated as of March 1, 2006, by and between the Seller and the Purchaser, and (b) any other document delivered prior hereto or on the date hereof in connection with the sale and servicing of the Mortgage Loans in accordance with the Agreements was, at the respective times of such signing and delivery, and is, as of the date hereof, duly elected or appointed, qualified and acting as such officer or attorney-in-fact, and the signatures of such persons appearing on such documents are their genuine signatures.

Each of the Agreements, the Custodial Agreement, and the Mortgage Loans, has been duly authorized, executed and delivered by the Seller and is a legal, valid and binding agreement enforceable in accordance with its terms, subject to the effect of insolvency, liquidation, conservatorship and other similar laws administered by the Federal Deposit Insurance Corporation affecting the enforcement of contract obligations of insured banks and subject to the application of the rules of equity, including those respecting the availability of specific performance, none of which will materially interfere with the realization of the benefits provided thereunder or with the Purchaser’s ownership of the Mortgage Loans.

The Seller has been duly authorized to allow any of its officers to execute any and all documents by original or facsimile signature in order to complete the transactions contemplated by the Agreements and the Custodial Agreement and in order to execute the endorsements to the Mortgage Notes and the assignments of the Mortgages, and the original or facsimile signature of the officer at the Seller executing the Agreements, the Custodial Agreement, the endorsements to the Mortgage Notes and the assignments of the Mortgages represents the legal and valid signature of said officer of the Seller.

Either (i) no consent, approval, authorization or order of any court or governmental agency or body is required for the execution, delivery and performance by the Seller of or compliance by the Seller with the Agreements, the Custodial Agreement or the sale and delivery of the Mortgage Loans or the consummation of the transactions contemplated by the Agreements and the Custodial Agreement; or (ii) any required consent, approval, authorization or order has been obtained by the Seller.

Neither the consummation of the transactions contemplated by, nor the fulfillment of the terms of the Agreements and the Custodial Agreement, will conflict with or results in or will result in a breach of or constitutes or will constitute a default under the charter or by-laws of the Seller, the terms of any indenture or other agreement or instrument to which the Seller is a party or by which it is bound or to which it is subject, or violates any statute or order, rule, regulations, writ, injunction or decree of any court, governmental authority or regulatory body to which the Seller is subject or by which it is bound.

There is no action, suit, proceeding or investigation pending or, to the best of my knowledge, threatened against the Seller which, in my opinion, either in any one instance or in the aggregate, may result in any material adverse change in the business, operations, financial condition, properties or assets of the Seller or in any material impairment of the right or ability of the Seller to carry on its business substantially as now conducted or in any material liability on the part of the Seller or which would draw into question the validity of the Agreements, and the Custodial Agreement, or of any action taken or to be taken in connection with the transactions contemplated thereby, or which would be likely to impair materially the ability of the Seller to perform under the terms of the Agreements and the Custodial Agreement.

For purposes of the foregoing, I have not regarded any legal or governmental actions, investigations or proceedings to be "threatened" unless the potential litigant or governmental authority has manifested to the legal department of the Seller or an employee of the Seller responsible for the receipt of process a present intention to initiate such proceedings; nor have I regarded any legal or governmental actions, investigations or proceedings as including those that are conducted by state or federal authorities in connection with their routine regulatory activities. The sale of each Mortgage Note and Mortgage as and in the manner contemplated by the Agreements is sufficient fully to transfer all right, title and interest of the Seller thereto as noteholder and mortgagee, apart from the rights to service the Mortgage Loans pursuant to the Agreements.

10.

The form of endorsement that is to be used with respect to the Mortgage Loans is legally valid and sufficient to duly endorse the Mortgage Notes to the Purchaser. Upon the completion of the endorsement of the Mortgage Notes and the completion of the assignments of the Mortgages, and the recording thereof, the endorsement of the Mortgage Notes, the delivery to the Custodian of the completed assignments of the Mortgages, and the delivery of the original endorsed Mortgage Notes to the Custodian would be sufficient to permit the entity to which such Mortgage Note is initially endorsed at the Purchaser’s direction, and to whom such assignment of Mortgages is initially assigned at the Purchaser’s direction, to avail itself of all protection available under applicable law against the claims of any present or future creditors of the Seller, and would be sufficient to prevent any other sale, transfer, assignment, pledge or hypothecation of the Mortgages and the Mortgage Notes by the Seller from being enforceable.

This opinion is given to you for your sole benefit, and no other person or entity is entitled to rely hereon except that the purchaser or purchasers to which you initially and directly resell the Mortgage Loans may rely on this opinion as if it were addressed to them as of its date.

Sincerely,

@/@

FIRST AMENDMENT TO THE

AMENDED AND RESTATED MASTER MORTGAGE LOAN PURCHASE AGREEMENT

THIS FIRST AMENDMENT TO THE AMENDED AND RESTATED MASTER MORTGAGE LOAN PURCHASE AGREEMENT (“First Amendment”) is dated as of October 26, 2006 (the “Effective Date”), by and between Citigroup Global Markets Realty Corp. (“Purchaser”) and Wells Fargo Bank, N.A. (“Seller”).

WHEREAS, the Purchaser and the Seller have entered into an Amended and Restated Master Mortgage Loan Purchase Agreement dated as of March 1, 2006 (the “Agreement”), which prescribes the manner of purchasing, selling and control of certain Mortgage Loans purchased by the Purchaser and sold by the Seller;

WHEREAS, the Purchaser and the Seller wish to amend provisions of the Agreement as provided herein, such amendments shall be effective from and after the Effective Date; and

WHEREAS, capitalized terms not otherwise defined herein shall have the meanings set forth in the Agreement or in the Amended and Restated Flow Servicing Agreement, dated as of March 1, 2006, as amended, between the Purchaser and the Seller.

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

1. The words (“Mortgage Loans”) in the first WHEREAS clause of the Agreement are hereby deleted.

2. The following definitions are hereby added to Section 1 (Definitions) of the Agreement in alphabetical order:

Balloon Loan: A Mortgage Loan for which the Monthly Payments will not fully amortize the loan by the end of the term, at which time the balance of the principal is due in a lump sum.

Exception Mortgage Loans: A Mortgage Loan that has been underwritten in accordance with the Underwriting Guidelines, but for which one or more exceptions to those guidelines have been allowed. Each Exception Mortgage Loan, along with the applicable exceptions, shall be identified at the time that the Purchaser begins due diligence with respect to the Mortgage Loans and on an exhibit attached to the respective Assignment and Conveyance Agreement.

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. The Mortgage Loans shall include the Seller Mortgage Loans, Exception Mortgage Loans and Third-Party Mortgage Loans.

Seller Mortgage Loans: A Mortgage Loan that has been underwritten in accordance with the Underwriting Guidelines.

Third-Party Mortgage Loan: A Mortgage Loan that has been underwritten in accordance with the related Third-Party Underwriting Guidelines.

Third-Party Underwriting Guidelines: The underwriting guidelines of a Third-Party Originator, as amended from time to time, applicable to the related Third-Party Mortgage Loans in a Loan Package, as provided to the Purchaser by the Seller. The Third-Party Underwriting Guidelines for each Third-Party Mortgage Loan shall be delivered at the time that the Purchaser begins due diligence with respect to the Mortgage Loans and shall be attached to the respective Assignment and Conveyance Agreement.

Unverified Information: With respect to certain Mortgage Loans, as identified on the Data File and pursuant to the matrices attached hereto as Exhibit A, information regarding the Mortgagor’s income, source of income, or assets that is stated on the loan application by the Mortgagor but not verified in the origination process, pursuant to the applicable Underwriting Guidelines.

3. The definition of “Mortgage Loan Schedule” is hereby deleted in its entirety and replaced with the following:

4. Section 6(b)(i) (Mortgage Loans as Described) of the Agreement is hereby deleted in its entirety and replaced with the following:

(i)	Mortgage Loans as Described.

The information set forth in the respective Mortgage Loan Schedule and the information contained on the Data File, delivered to the Purchaser is true and correct, provided that the Seller makes no representation or warranty as to the accuracy of Unverified Information;

5. Section 6(b)(viii) (No Fraud) of the Agreement is hereby deleted in its entirety and replaced with the following:

(viii) 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 Seller, or the Mortgagor (except with respect to the accuracy of Unverified Information), or to the best of the Seller’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;

6. Section 6(b)(xiii) (Consolidation of Future Advances) of the Agreement is hereby deleted in its entirety and replaced with the following:

(xiii)

Consolidation of Future Advances.

Any future advances made prior to the related 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 (or second lien priority for each Mortgage Loan identified on the such Mortgage Loan Schedule as being a Second Lien Mortgage Loan) 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 Seller shall not make future advances after the related Cut-off Date;

7. Section 6(b)(xvi) (LTV, PMI Policy) of the Agreement is hereby modified by deleting the phrase “Except for Pledged Asset Mortgage Loans” in the second sentence thereof and replacing it with “Except as indicated on the Mortgage Loan Schedule and on the Data File”.

8. Section 6(b)(xvii) (Title Insurance) of the Agreement is hereby deleted in its entirety and replaced with the following:

(xvii)

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 Seller, its successors and assigns, as to the first priority lien (or second priority if such Mortgage Loan is a Second Lien Mortgage Loan) 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 subsection (xi) of this Section 6(b) with respect to each First Lien Mortgage Loan and subject only to the exceptions contained in clauses (1), (2), (3) and (4) of subsection (xlxii) with respect to each Second Lien Mortgage Loan, and 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 Seller is the sole insured of such lender's title insurance policy, and such lender's title insurance policy is in full force and effect and will be in 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 Seller, has done, by act or omission, anything which would impair the coverage of such lender's title insurance policy;

9. Section 6(b)(xix) (No Mechanics’ Liens) of the Agreement is hereby modified by deleting the reference to “Paragraph (q)” and replacing it with “Paragraph (xvii)”.

10. Section 6(b)(xxi) (Payment Terms) of the Agreement is hereby deleted in its entirety and replaced with the following:

(xxi)

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 (except with respect to certain Balloon Loans or Interest Only Mortgage Loans), with interest payable in arrears on the first day of 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 Note 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 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. With respect to each Balloon Loan, the Mortgage Loan is payable in equal monthly installments of principal and interest based on a fifteen (15), thirty (30) or forty (40) year amortization schedule, as set forth in the related Mortgage Note, and a final lump sum payment substantially greater than the preceding Monthly Payment is required which is sufficient to amortize the remaining principal balance of the Balloon Loan. No Balloon Loan has an original stated maturity of less than seven (7) years.

11. Section 6(b)(xxxii) (Insurance) of the Agreement is hereby deleted in its entirety and replaced with the following:

(xxxii) 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 of the Servicing Agreement, in an amount which is at least equal to the lesser of (a) 100% of the insurable value, on a replacement cost basis, of the improvements on the related Mortgaged Property, or (b) the greater of (i) either (1) the outstanding principal balance of the Mortgage Loan with respect to each First Lien Mortgage Loan or (2) with respect to each Second Lien Mortgage Loan, the sum of the outstanding principal balance of the First Lien on such Mortgage Loan and the outstanding principal balance of such Second Lien Mortgage Loan, or (ii) an amount such that the proceeds of such insurance shall be sufficient to avoid the application to the Mortgagor or loss payee of any coinsurance clause under the policy. If the Mortgaged Property is a condominium unit, it is included under the coverage afforded by a blanket policy for the project. If the improvements on the Mortgaged Property are 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, in an amount representing coverage not less than the least of (a) the outstanding principal balance of the Mortgage Loan with respect to each First Lien Mortgage Loan or with respect to each Second Lien Mortgage Loan, the sum of the outstanding principal balance of the First Lien on such Mortgage Loan and the outstanding principal balance of such Second Lien Mortgage Loan, (b) the full insurable value or (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 Seller 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 Seller 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;

12. Section 6(b)(xxxiv) (No Balloon Payments, Graduated Payments or Contingent Interest) of the Agreement is hereby deleted in its entirety and replaced with:

(xxxiv) No Graduated Payments or Contingent Interest.

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;

13. Section 6(b)(xxxvi) (Representations, Warranties and Agreements of Seller – Underwriting) of the Agreement is hereby deleted in its entirety and replaced with the following:

(xxxvi) Underwriting.

(a)	Each Seller Mortgage Loan was underwritten in accordance with the Underwriting Guidelines;

(b)	Each Third-Party Mortgage Loan was underwritten in accordance with the Third-Party Underwriting Guidelines;

(c)	Each Exception Mortgage Loan was underwritten in accordance with the Underwriting Guidelines, subject to the exceptions specified on the related Assignment and Conveyance Agreement; and

(d)	Each Mortgage Note and Mortgage are on forms acceptable to Freddie Mac or Fannie Mae.

14. Section 6(b)(xxxvii)(4) (Buydown Mortgage Loans) of the Agreement is hereby amended by deleting “requirements of Fannie Mae or Freddie Mac” and replacing such with “Underwriting Guidelines (other than the exceptions identified for Exception Mortgage Loans on the related Assignment and Conveyance Agreement) or the Third-Party Underwriting Guidelines, as applicable”.

15. Section 6(b)(xlviii) (Leasehold Estates) of the Agreement is hereby deleted in its entirety and replaced with the following:

(xlviii) Leasehold Estates.

With respect to each Mortgage Loan secured in whole or in part by the interest of the Mortgagor as a lessee under a ground lease of the related Mortgaged Property (a “Ground Lease”) and not be a fee interest in such Mortgaged Property:

(i) The Mortgagor is the owner of a valid and subsisting interest as tenant under the Ground Lease;

(ii) The Ground Lease is in full force and effect, unmodified and not supplement by any writing;

(iii) The Mortgagor is not in default under any provision of the lease;

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

(v) The term of the Ground Lease exceeds the maturity date of the related Mortgage Loan by at least five (5) years;

(vi) The Mortgagee under the Mortgage Loan is given at least sixty (60) days’ notice of any default and an opportunity to cure any defaults under the Ground Lease or to take over the Mortgagor’s rights under the Ground Lease;

(vii) The Ground Lease does not contain any default provisions that could result in forfeiture or termination of the Ground Lease except for non-payment of the Ground Lease or a court order.

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

(ix) The Ground Lease or a memorandum thereof has been recorded and by its terms permits the leasehold estate to be mortgaged; and

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

16. A new Section 6(b)(xlxii) (Valid Second Lien) to the Agreement is hereby inserted as follows:

(xlxii) Valid Second Lien.

With respect to any Second Lien Mortgage Loan, such Mortgage is a valid, subsisting and enforceable Second 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 such Mortgage is subject only to:

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

(ii)

First Lien Mortgage Loan acceptable in accordance with the Underwriting Guidelines;

(iii)

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 in accordance with Accepted Servicing Practices and (i) referred to or otherwise considered in the appraisal and (ii) which do not adversely affect the Appraised Value; and

(iv)	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 such Mortgage Loan establishes and creates a valid, subsisting, and enforceable Second Lien and second lien 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 Second Lien Mortgage Loan: (a) the First Lien is in full force and effect, (b) there is no default, breach, violation or event of acceleration existing under such First Lien Mortgage or the related Mortgage Note, (c) either no consent for the Second Lien Mortgage Loan is required by the holder of the First Lien or such consent has been obtained and is contained in the Mortgage Loan Documents, (d) 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 or acceleration under the related First Lien Mortgage Loan and (e) either (A) the First Lien Mortgage Loan allows or (B) applicable law requires, the mortgagee under the Second Lien Mortgage Loan to receive notice of, and affords such mortgagee an opportunity to cure any default by payment in full or otherwise under the First Lien Mortgage Loan;

17. A new Section 6(b)(xlxiii) (No Manufactured Dwellings) to the Agreement is hereby inserted as follows:

(xlxiii) Manufactured Housing.

No Mortgage Loan is secured by manufactured housing.

18. A new Section 6(b)(xlxiv) (New Jersey Purchase Money Second Lien Mortgage Loans) to the Agreement is hereby inserted as follows:

(xlxiv) New Jersey Purchase Money Second Lien Mortgage Loans.

With respect to any purchase money Second Lien Mortgage Loans subject to the New Jersey Home Ownership Security Act of 2002 (P.L. 2003, c.46:10B-27), one hundred percent of the amount financed was used for the purchase of the related Mortgaged Property.

19. All references to “Underwriting Guidelines” in the Agreement are hereby replaced with “Underwriting Guidelines with respect to the Seller Mortgage Loans (other than the exceptions identified for Exception Mortgage Loans on the related Assignment and Conveyance Agreement) or the Third-Party Underwriting Guidelines with respect to Third-Party Mortgage Loans, as applicable”.

20. Exhibit B of the Agreement is hereby modified by replacing Exhibit B with the attached Exhibit A.

21. Except as modified by this First Amendment, all terms, conditions, representations and warranties of the Agreement and any previously executed amendments or related agreements shall remain in full force and effect. If any term or condition of this First Amendment is in conflict with any term or condition of the Agreement, the terms of this First Amendment shall control. Reference to this First Amendment need not be made in the Agreement or any other instrument or document executed in connection therewith, or in any certificate, letter or communication issued or made pursuant to, or with respect to, the Agreement, any reference in any of such items to the Agreement being sufficient to refer to the Agreement as amended hereby.

22. This First Amendment 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.

23. This First Amendment 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 without regard to conflict of laws doctrine applied in such state (other than Section 5-1401 of the New York General Obligations Law which shall govern).

[Signatures Follow]

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

CITIGROUP GLOBAL MARKETS REALTY CORP. Purchaser			WELLS FARGO BANK, N.A. Seller


By:			By:
Name:			Name:
Title:			Title:

EXHIBIT A

CONTENTS OF THE DATA FILE

(1)

the street address of the Mortgaged Property including the city, state, county and zip code;

(2)

a code indicating whether the Mortgaged Property is a single family residence, a 2-4 family dwelling, a PUD, a cooperative, a townhouse, manufactured housing or a unit in a condominium project;

(3) the Mortgage Interest Rate as of the Cut-off Date;

(4) the current Monthly Payment;

(5) loan term, number of months;

(6) the stated maturity date;

(7)

the Stated Principal Balance of the Mortgage Loan as of the close of business on the Cut-off Date, after deduction of payments of principal due on or before the Cut-off Date;

(8)

the Loan-to-Value Ratio;

(9)

a code indicating whether the Mortgage Loan is an Interest Only Mortgage Loan;

(10)

a code indicating whether the Mortgage Loan is a temporary buydown (Y or N);

(11)

the Servicing Fee Rate;

(12)

a code indicating whether the Mortgage Loan is covered by lender-paid mortgage insurance (Y or N);

(13)	a code indicating whether the Mortgage Loan is a Time$aver® Mortgage Loan (Y or N);

(14)

the Mortgagor's first and last name;

(15)

a code indicating whether the Mortgaged Property is owner-occupied;

(16)

the remaining months to maturity from the Cut-off Date, based on the original amortization schedule;

(17)

the date on which the first Monthly Payment was due on the Mortgage Loan;

(18)

the last Due Date on which a Monthly Payment was actually applied to the actual principal balance;

(19)

the original principal amount of the Mortgage Loan;

(20)

a code indicating the purpose of the loan (i.e., purchase, financing, rate/term refinancing, cash-out refinancing);

(21)

the Mortgage Interest Rate at origination;

(22)

the date on which the first Monthly Payment was due on the Mortgage Loan;

(23)

a code indicating the documentation style (i.e., full (providing two years employment verification - 2 years W-2’s and current pay stub or 2 years 1040’s for self employed borrowers), alternative or reduced);

(24)

a code indicating if the Mortgage Loan is subject to a PMI Policy;

(25)

the Appraised Value of the Mortgage Property;

(26)

the sale price of the Mortgaged Property, if applicable;

(27) the Mortgagor’s Underwriting FICO Score;

(28) term of Prepayment Charge in years;

(29) a code indicating the product type;

(30) a code indicating the credit grade of the Mortgage Loan;

(31)

the unpaid balance of the Mortgage Loan as of the close of business on the Cut-off Date, after deduction of all payments of principal;

(32) the Note date of the Mortgage Loan;

(33)

the mortgage insurance certificate number and percentage of coverage, if applicable;

(34) the Mortgagor’s date of birth;

(35)

the MIN Number for each Mortgage Loan, if applicable;

(36) employer name;

(37) subsidy program code;

(38) servicer name;

(39) the combined Loan-to-Value Ratio;

(40) the total Loan-to-Value Ratio;

(41) whether the Mortgage Loan is convertible (Y or N);

(42)	a code indicating whether the Mortgage Loan is a relocation loan (Y or N);

(43) a code indicating whether the Mortgage Loan is a leasehold loan (Y or N);

(44) a code indicating whether the Mortgage Loan is an Alt A loan (Y or N);

(45) a code indicating whether the Mortgage Loan is a no ratio loan (Y or N);

(46)

a code indicating whether the Mortgage Loan is a Pledged Asset Mortgage Loan (Y or N);

(47) effective LTV percentage for Pledged Asset Mortgage Loans;

(48) citizenship type code;

(49)

a code indicating whether the Mortgage Loan is a conforming or non-conforming loan, based on the original loan balance;

(50) the name of the client for which the Mortgage Loan was originated;

(51) the program code;

(52) the loan sub doc code;

(53)	the remaining interest-only term for Interest Only Mortgage Loans;

(54)	the Mortgage Loan number;

(55)	a code indicating whether the loan was originated through the correspondent, retail or wholesale channel;

(56)	front end debt-to-income ratio;

(57)	back end debt-to income ratio;

(58)	a code indicating HOEPA status (y or n);

(59)	date when interest rate is locked;

(60)	original principal and interest amount;

(61)	a code indicating borrower or lender Verification of Assets (B or L);

(62)	a code indicating amortization type (1 full or 2 IO);

(63)	Mortgage Note payment amount;

(64)	a date when first full payment is due after interest-only period is over;

(65)	a code indicating interest-only terms in months;

(66)	combined balance of the first and second lien mortgage loan balances, if applicable;

(67)	a code indicating age of Mortgage Loan in months;

(68)	a code indicating delinquency status for last twelve (12) months (rolling);

(69)	updated FICO score;

(70)	minimum interest rate allowed per Mortgage Note;

(71)	look-back period for Adjustable Rate Mortgage Loans (to determine loan index);

(72)	Mortgage Loan minimum rate first adjustment period percent;

(73)	Mortgage Loan maximum rate first adjustment period percent;

(74)	a code indicating if borrower is self-employed (y or n);

(75)	a code indicating more specific property type (i.e. Earth, Log, Manufactured, Lowrise or Highrise condotel);

The Company shall provide the following

For the Home Mortgage Disclosure Act (HMDA):

(76) the Mortgagor’s and co-Mortgagor’s (if applicable) ethnicity;

(77) the Mortgagor’s and co-Mortgagor’s (if applicable) race;

(78) lien status;

(79) for cash-out refinance loans, the cash purpose;

(80) the Mortgagor’s and co-Mortgagor’s (if applicable) gender;

(81) the Mortgagor’s and co-Mortgagor’s (if applicable) social security numbers;

(82) the number of units for the property;

(83) the year in which the property was built;

(84) the qualifying monthly income of the Mortgagor;

(85) the number of bedrooms contained in the property;

(86) a code indicating first time buyer (Y or N);

(87) the total rental income, if any;

The Seller shall provide the following

for the adjustable rate Mortgage Loans (if applicable):

(88) the maximum Mortgage Interest Rate under the terms of the Mortgage Note;

(89) the Periodic Interest Rate Cap;

(90) the Index;

(91) the next Adjustment Date;

(92) the Gross Margin; and

(93) the lifetime interest rate cap.

ASSIGNMENT AND CONVEYANCE AGREEMENT

On this 28^th day of November, 2006, for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, Wells Fargo Bank, N.A. (the “Seller”) as the Seller under that certain Amended and Restated Master Mortgage Loan Purchase Agreement, as amended by the First Amendment to the Amended and Restated Master Mortgage Loan Purchase Agreement, dated October 26, 2006 (collectively, the “Purchase Agreement”) and as the Servicer under that certain Amended and Restated Flow Servicing Agreement, as amended by the First Amendment to Amended and Restated Flow Servicing Agreement, dated August 1, 2006 (collectively, the “Servicing Agreement”) each dated as of March 1, 2006, (collectively, the “Agreements”) does hereby sell, transfer, assign, set over and convey to Citigroup Global Markets Realty Corp. as the Purchaser (the “Purchaser”) under the Agreements, 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 Schedule I (2006-W95), Schedule II (2006-W96) and Schedule III (2006-W97), together with the Custodial Mortgage Files and all rights and obligations arising under the documents contained therein. Pursuant to Section 5 of the Purchase Agreement or 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.

Attached hereto as Exhibit A, is the document coding to be used to identify the Mortgage Loans containing Unverified Information.

In connection with the execution of this Assignment and Conveyance Agreement, the Seller and the Purchaser hereby agree that the following modifications to the Purchase Agreement shall apply only as to the Mortgage Loans:

(a)	Section 6(b)(xxxvii), Buydown Mortgage Loans, of the Purchase Agreement is hereby modified by inserting “applicable” in front of each reference to “Underwriting Guidelines”.

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

CITIGROUP GLOBAL MARKETS			WELLS FARGO BANK, N.A.
REALTY CORP.
Purchaser			Seller

By:			By:
Name:			Name:
Title:			Title:

Schedule I

Mortgage Loan Schedule

2006-W95

Schedule II

Mortgage Loan Schedule

2006-W96

Schedule III

Mortgage Loan Schedule

2006-W97

Exhibit A

Document Coding

Loan Number	Fitch Documentation
0058417445	FULL
0063226187	FULL
0063364111	FULL
0063902381	FULL
0064996028	FULL
0065425993	FULL
0065570632	SIVA
0065675704	SIVA
0066592874	FULL
0066650425	SIVA
0066684515	FULL
0066695354	FULL
0066725078	FULL
0067288654	FULL
0067321596	FULL
0067362293	NODOC
0067414011	SISA
0067476986	SISA
0067487538	SISA
0067526392	SISA
0067616425	FULL
0067623058	FULL
0067624957	SIVA
0067639708	FULL
0067689927	SISA
0067717256	FULL
0067726539	FULL
0067757781	FULL
0067805846	FULL
0067823658	SISA
0067847723	FULL
0067861336	SIVA
0067877563	SIVA
0067909887	SIVA
0067945386	SIVA
0067957266	FULL
0067964767	SISA
0068004753	FULL
0068009604	FULL
0068020346	SISA
0068086552	NODOC
0068094382	FULL
0068114222	SISA
0068115971	FULL
0068141357	FULL
0068185073	FULL
0068186287	SISA
0068190651	NRSA
0068191006	FULL
0068196781	SISA
0068205533	SIVA
0068207554	FULL
0068238021	SIVA
0068240274	FULL
0068244094	SISA
0068252758	FULL
0068254689	SIVA
0068271998	SISA
0068272855	FULL
0068287838	SIVA
0068293562	SIVA
0068312842	SISA
0068318377	SIVA
0068347699	FULL
0068352657	FULL
0068360981	FULL
0068366913	SIVA
0068376144	SIVA
0068391705	SIVA
0068396456	SIVA
0068402551	FULL
0068404532	SISA
0068412162	SISA
0068416072	SISA
0068423565	FULL
0068423979	FULL
0068425222	FULL
0068430974	SISA
0068431212	FULL
0068440197	FULL
0068448125	FULL
0068455443	SISA
0068457985	SISA
0068462282	SIVA
0068483932	NRVA
0068499417	SISA
0068500297	SIVA
0068520998	VISA
0068540707	SISA
0068549682	NODOC
0068555077	SISA
0068571215	NRSA
0068573377	NRSA
0068574797	NRSA
0068576768	SIVA
0068582949	FULL
0068604693	SIVA
0068624352	FULL
0068627041	SIVA
0068631837	SISA
0068634302	SIVA
0068640416	NODOC
0068656255	FULL
0068668441	SIVA
0068674738	SIVA
0068678176	FULL
0068685155	FULL
0068702539	FULL
0068712157	SIVA
0068720499	SIVA
0068729094	SIVA
0068733765	NRVA
0068739325	SIVA
0068740257	SISA
0068749167	SIVA
0068763218	SIVA
0068763598	SISA
0068764505	SIVA
0068771526	FULL
0068790856	FULL
0068814045	SIVA
0068816776	FULL
0068824408	SIVA
0068843044	SISA
0068856442	SIVA
0068861962	FULL
0068865724	SISA
0068866565	FULL
0068905025	SISA
0068912831	FULL
0068929637	FULL
0068931971	NRSA
0068944941	FULL
0068957653	SISA
0068958016	NODOC
0069052173	SIVA
0069057883	SISA
0069090595	FULL
0069090603	SISA
0069137693	SISA
0069212686	FULL
0069243178	SISA
0069267326	SISA
0144547684	SIVA
0148081573	SISA
0152366001	SIVA
0153092382	FULL
0153251335	SIVA
0153387188	FULL
0153949029	FULL
0154025803	SIVA
0154135743	SIVA
0154216824	FULL
0154267637	FULL
0154269864	FULL
0154333306	FULL
0154345961	FULL
0154412118	FULL
0154453179	SIVA
0154496822	FULL
0154501712	SIVA
0154503601	FULL
0154520381	FULL
0154520522	NODOC
0154563894	FULL
0154571228	SIVA
0154592786	FULL
0154641658	SISA
0154648646	FULL
0154656789	SIVA
0154665871	FULL
0154684096	FULL
0154726855	FULL
0154733711	FULL
0154744643	FULL
0154752034	FULL
0154752463	FULL
0154770267	SISA
0154783138	SIVA
0154784326	FULL
0154787626	FULL
0154804843	FULL
0154817746	FULL
0154823769	SISA
0154825616	FULL
0154846364	FULL
0154848014	SISA
0154866255	SIVA
0154867477	FULL
0154868863	FULL
0154872451	SISA
0154879704	NODOC
0154880629	FULL
0154886576	SISA
0154887145	FULL
0154889067	FULL
0154892798	FULL
0154916472	FULL
0154930994	SISA
0154932404	FULL
0154941694	FULL
0154950331	FULL
0154956056	FULL
0154966212	SIVA
0154968804	FULL
0154969653	SISA
0154972186	NRVA
0154976492	FULL
0155002389	SIVA
0155004211	SISA
0155019516	SISA
0155024938	FULL
0155038391	FULL
0155039357	FULL
0155041494	FULL
0155043185	FULL
0155054448	SISA
0155077209	FULL
0155086333	SISA
0155094576	SIVA
0155104722	FULL
0155106123	NODOC
0155109515	FULL
0155160898	FULL
0155164726	SIVA
0155168271	SISA
0155185853	FULL
0155191125	FULL
0155200439	FULL
0155241359	FULL
0155267925	SIVA
0155272461	SISA
0155328339	SIVA
0155329642	SISA
0155354285	SIVA
0155377625	NODOC
0155434145	SIVA
0155434533	SIVA
0155439623	FULL
0155448129	SIVA
0155449069	FULL
0155467285	SIVA
0155499403	SISA
0155515703	FULL
0155533797	FULL
0155603921	FULL
0155725534	SIVA
0155732126	FULL
0155771611	SISA
0155786437	FULL

Loan Number	Fitch Documentation
0061455341	FULL
0063075683	FULL
0066604133	FULL
0067009712	FULL
0067120899	FULL
0067306944	NODOC
0067333666	NRSA
0067447995	FULL
0067499376	FULL
0067595645	FULL
0067645341	NODOC
0067663336	SIVA
0067812404	FULL
0067876862	NRVA
0067930727	FULL
0067958793	SIVA
0067977371	NODOC
0068022102	SISA
0068052174	SIVA
0068123041	NODOC
0068123801	SIVA
0068143296	FULL
0068156884	SISA
0068164045	FULL
0068217579	FULL
0068222108	FULL
0068257468	SIVA
0068265412	SIVA
0068288687	SIVA
0068293042	SIVA
0068315126	NRSA
0068316306	SISA
0068343433	FULL
0068343995	NRSA
0068367598	FULL
0068371954	SISA
0068388362	FULL
0068389352	FULL
0068396068	FULL
0068398171	FULL
0068401991	SIVA
0068410588	SISA
0068428739	NODOC
0068442722	SISA
0068452986	FULL
0068464734	NODOC
0068467588	FULL
0068468016	FULL
0068470111	SIVA
0068492503	FULL
0068497023	FULL
0068522432	SIVA
0068553213	SIVA
0068564723	SIVA
0068572585	SIVA
0068573682	SISA
0068579838	SISA
0068585991	FULL
0068596394	SIVA
0068597186	SIVA
0068628759	SIVA
0068630243	SIVA
0068647833	FULL
0068667005	SIVA
0068673722	NODOC
0068698844	SISA
0068726066	NODOC
0068754167	FULL
0068758028	FULL
0068770643	FULL
0068775261	SISA
0068776285	SIVA
0068792415	SISA
0068800556	SISA
0068813393	NODOC
0068815141	FULL
0068852813	FULL
0068859107	FULL
0068873652	FULL
0068905843	SIVA
0068912955	SIVA
0068915552	SISA
0068964675	FULL
0068999051	FULL
0069052769	FULL
0069111961	SIVA
0069129336	SISA
0069160752	NODOC
0069268811	SIVA
0069294726	FULL
0152101804	SIVA
0152287975	FULL
0153687272	FULL
0153711866	NRSA
0153855804	FULL
0154078364	FULL
0154143341	NODOC
0154154009	FULL
0154238406	FULL
0154246342	FULL
0154273833	SIVA
0154314066	NODOC
0154395164	FULL
0154405963	FULL
0154410922	FULL
0154422919	FULL
0154425656	SIVA
0154438907	NODOC
0154509897	FULL
0154533558	FULL
0154578546	FULL
0154592885	SIVA
0154603062	SIVA
0154609382	SIVA
0154622203	FULL
0154622914	SISA
0154653224	FULL
0154663181	SISA
0154678569	SISA
0154685762	FULL
0154697668	FULL
0154699169	FULL
0154706774	SISA
0154711436	SIVA
0154712293	FULL
0154717177	FULL
0154723183	SISA
0154744841	NRSA
0154751408	FULL
0154773568	SIVA
0154784029	FULL
0154787642	FULL
0154793111	FULL
0154803399	FULL
0154807432	SISA
0154822696	SISA
0154829022	FULL
0154830004	SISA
0154849533	SISA
0154855084	SIVA
0154890685	FULL
0154891006	FULL
0154895007	FULL
0154909717	SIVA
0154931158	FULL
0154938385	SIVA
0154939904	SISA
0154941041	FULL
0154950018	FULL
0154956825	FULL
0154991384	FULL
0155048838	SIVA
0155050081	FULL
0155068034	NODOC
0155070097	SISA
0155114283	SIVA
0155116361	FULL
0155147473	SISA
0155147648	FULL
0155149859	FULL
0155150097	SISA
0155184492	FULL
0155218704	SIVA
0155233695	FULL
0155240336	SISA
0155241086	SIVA
0155254519	FULL
0155255946	FULL
0155261761	FULL
0155262959	SIVA
0155268543	SISA
0155271414	FULL
0155279938	NRSA
0155285646	FULL
0155293384	SISA
0155303811	FULL
0155312788	SIVA
0155319734	FULL
0155333727	FULL
0155336936	FULL
0155366032	SISA
0155382807	SIVA
0155384365	SIVA
0155450026	FULL
0155452576	FULL
0155457047	FULL
0155552797	SIVA
0155562689	FULL
0155605041	FULL
0155692064	SISA

Loan Number	Fitch Documentation
0054236369	FULL
0061640116	FULL
0065407264	FULL
0065724072	FULL
0066090044	FULL
0066230657	FULL
0066231259	FULL
0066425067	FULL
0066600347	SIVA
0066723545	FULL
0066774431	NODOC
0066779471	FULL
0066800319	FULL
0066890294	SIVA
0066908641	SIVA
0067031476	SIVA
0067070045	FULL
0067183475	SIVA
0067183814	FULL
0067393207	SISA
0067466367	NODOC
0067532242	FULL
0067544858	SIVA
0067606194	FULL
0067755959	FULL
0067793695	SIVA
0067795617	SIVA
0067841213	FULL
0067899716	SIVA
0067903518	FULL
0067905398	FULL
0067925644	FULL
0067928374	FULL
0067930826	SIVA
0067931691	SIVA
0067936021	FULL
0067937524	FULL
0067938225	FULL
0067958835	FULL
0067972661	SISA
0068004373	NRVA
0068009596	FULL
0068018332	SIVA
0068024496	SIVA
0068025857	FULL
0068027176	FULL
0068105691	FULL
0068125921	SISA
0068130962	NODOC
0068132935	FULL
0068134071	FULL
0068192806	NODOC
0068192889	SISA
0068223346	NODOC
0068236801	SIVA
0068245182	SISA
0068247634	FULL
0068263904	SISA
0068267947	SIVA
0068282573	FULL
0068308261	SIVA
0068311497	SISA
0068319524	SIVA
0068329036	SIVA
0068352087	NRSA
0068354109	SIVA
0068360676	SIVA
0068373547	SIVA
0068374818	SIVA
0068379049	SISA
0068383512	SIVA
0068384452	SISA
0068388974	SIVA
0068391275	SIVA
0068405836	SISA
0068421056	SISA
0068422252	SISA
0068437656	SIVA
0068456714	SISA
0068459098	SIVA
0068467513	NODOC
0068474857	SISA
0068493063	SISA
0068495316	SISA
0068502491	SISA
0068505833	SISA
0068523802	FULL
0068539204	SISA
0068552132	FULL
0068567817	FULL
0068580349	FULL
0068589167	FULL
0068590769	SIVA
0068596477	SIVA
0068646793	FULL
0068648336	FULL
0068650399	SIVA
0068653195	SIVA
0068684802	FULL
0068688217	FULL
0068689082	SIVA
0068694496	SISA
0068697374	FULL
0068698539	FULL
0068702794	FULL
0068703727	FULL
0068722826	FULL
0068753821	SIVA
0068756535	SISA
0068765478	SIVA
0068775667	FULL
0068776426	FULL
0068797729	NODOC
0068824903	FULL
0068830306	FULL
0068863174	FULL
0068867019	NODOC
0068885862	FULL
0068895168	FULL
0068896257	SIVA
0068906049	SIVA
0068926146	SIVA
0068927474	FULL
0068929884	NODOC
0068942861	SIVA
0068988518	FULL
0069013522	SIVA
0069033058	SISA
0069051886	SIVA
0069089605	SISA
0069093763	NRVA
0069099448	SIVA
0069116333	SISA
0069126639	FULL
0069133031	FULL
0069141547	SIVA
0151731494	NODOC
0152215034	SIVA
0152520631	NODOC
0152600904	SIVA
0152642823	NODOC
0152846374	FULL
0153011804	FULL
0153137757	FULL
0153156682	NODOC
0153282959	FULL
0153515804	SIVA
0153563663	FULL
0153616339	FULL
0153758446	FULL
0153776943	FULL
0153806252	NODOC
0153812318	FULL
0153827035	SIVA
0153858816	FULL
0153925755	FULL
0153941075	FULL
0153964218	FULL
0153979323	FULL
0154049415	SIVA
0154134316	FULL
0154154876	FULL
0154158422	FULL
0154200463	SISA
0154210371	FULL
0154216956	SISA
0154217384	SISA
0154250161	FULL
0154252217	FULL
0154272389	SISA
0154296008	SISA
0154303176	FULL
0154327266	FULL
0154330419	FULL
0154336945	FULL
0154346043	FULL
0154348064	FULL
0154350896	FULL
0154370167	SISA
0154380729	FULL
0154397954	SIVA
0154407092	SIVA
0154411615	FULL
0154415285	NODOC
0154419493	SISA
0154443543	FULL
0154452742	FULL
0154453542	FULL
0154454243	FULL
0154469852	FULL
0154562037	FULL
0154562706	FULL
0154563035	SISA
0154566566	SISA
0154575088	FULL
0154575203	NODOC
0154576995	SISA
0154600472	SIVA
0154603005	SIVA
0154606065	SISA
0154606578	SISA
0154613376	SISA
0154617153	FULL
0154626295	FULL
0154638696	FULL
0154641732	FULL
0154642193	SIVA
0154649982	FULL
0154653802	FULL
0154653844	FULL
0154655914	FULL
0154656631	NODOC
0154670996	FULL
0154676043	FULL
0154702526	FULL
0154704134	FULL
0154704456	FULL
0154707707	SISA
0154715023	SIVA
0154718431	SIVA
0154721401	SIVA
0154747844	SISA
0154750616	FULL
0154753453	FULL
0154768147	SISA
0154771752	SISA
0154782221	FULL
0154795157	NRSA
0154800791	FULL
0154804488	SISA
0154804678	FULL
0154810386	SISA
0154810477	FULL
0154819742	FULL
0154836803	FULL
0154837082	SISA
0154843213	FULL
0154846802	FULL
0154850879	NODOC
0154865182	SISA
0154865307	FULL
0154879951	FULL
0154883078	SIVA
0154885933	FULL
0154887962	SIVA
0154888374	NODOC
0154890115	FULL
0154890891	FULL
0154907984	FULL
0154921035	FULL
0154939003	FULL
0154943641	SISA
0154950737	FULL
0154955637	SISA
0154962559	FULL
0154962724	SISA
0154966345	FULL
0154967368	NODOC
0154969836	SIVA
0154976344	NODOC
0154982193	FULL
0154987275	SISA
0155001035	SISA
0155004161	FULL
0155008873	SIVA
0155021322	SISA
0155023898	SIVA
0155030588	SISA
0155032022	FULL
0155040199	SISA
0155041031	FULL
0155041338	NODOC
0155045578	SIVA
0155046535	SIVA
0155047889	FULL
0155052822	FULL
0155053507	FULL
0155054026	SISA
0155054703	FULL
0155054752	FULL
0155057052	SIVA
0155085889	SISA
0155087844	SISA
0155094683	SIVA
0155094998	FULL
0155114887	SISA
0155118334	FULL
0155119456	FULL
0155126162	FULL
0155133523	SISA
0155141997	FULL
0155142516	FULL
0155143902	SIVA
0155145683	FULL
0155146244	FULL
0155150337	SISA
0155155195	SISA
0155161169	FULL
0155161359	FULL
0155162175	FULL
0155163538	SISA
0155173859	SISA
0155175979	FULL
0155182736	SIVA
0155184104	SISA
0155193113	FULL
0155195043	SISA
0155200397	SISA
0155211527	FULL
0155212657	FULL
0155213481	SISA
0155225485	SIVA
0155228935	FULL
0155238744	SIVA
0155239577	FULL
0155240914	FULL
0155241193	FULL
0155245293	SISA
0155245889	SIVA
0155250947	FULL
0155255797	FULL
0155256191	FULL
0155258734	FULL
0155266208	FULL
0155267339	SIVA
0155267586	FULL
0155268436	SIVA
0155268865	SISA
0155272818	FULL
0155273345	FULL
0155273469	NODOC
0155280415	SISA
0155284615	FULL
0155284722	SIVA
0155291388	FULL
0155292592	SISA
0155295538	SIVA
0155302938	FULL
0155329204	SIVA
0155336449	SIVA
0155344476	FULL
0155348832	SISA
0155353378	SIVA
0155355597	SIVA
0155370893	SIVA
0155376015	SIVA
0155379498	FULL
0155400005	FULL
0155405541	SISA
0155406614	SIVA
0155410194	SIVA
0155416738	FULL
0155420029	FULL
0155425093	SIVA
0155425978	SISA
0155441157	SISA
0155448657	FULL
0155470982	SISA
0155492762	SIVA
0155497936	FULL
0155504442	SISA
0155504848	SIVA
0155505225	SIVA
0155505985	FULL
0155506348	FULL
0155507114	SISA
0155512403	NODOC
0155525447	FULL
0155532542	FULL
0155533821	FULL
0155560154	FULL
0155567597	FULL
0155593759	FULL
0155602626	SIVA
0155611692	SIVA
0155613912	SIVA
0155615792	FULL
0155635337	SIVA
0155651326	SIVA
0155652779	SISA
0155655368	NODOC
0155699234	SIVA
0155712193	SISA
0155713605	FULL
0155732811	SIVA
0155791387	SISA
0155792682	SIVA
0155848369	NODOC

CITIGROUP GLOBAL MARKETS REALTY CORP.

Purchaser

and

WELLS FARGO BANK, N.A.

Company

SELLER'S WARRANTIES AND SERVICING AGREEMENT

Dated as of June 1, 2005

Adjustable Rate Mortgage Loans

WFHM 2005-W40

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 Closing Date:

(a)

Due Organization and Authority.

(b)

Ordinary Course of Business.

(c)

No Conflicts.

(d)

Ability to Service.

(e)

Reasonable Servicing Fee.

(f)

Ability to Perform.

(g)

No Litigation Pending.

(h)

No Consent Required.

(i)

Selection Process.

(j)

No Untrue Information.

(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 Closing Date:

(a)

Mortgage Loans as Described.

(b)

Payments Current.

(c)

No Outstanding Charges.

(d)

Original Terms Unmodified.

(e)

No Defenses.

(f)

No Satisfaction of Mortgage.

(g)

Validity of Mortgage Documents.

(h) No Fraud.

(i)

Compliance with Applicable Laws.

(j)

Location and Type of Mortgaged Property.

(k) Valid First Lien.

(1)

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

(2)

(3)

(l) Full Disbursement of Proceeds.

(m)

Consolidation of Future Advances.

(n) Ownership.

(o) Origination/Doing Business.

(p) LTV, PMI Policy.

(q) Title Insurance.

(r) No Defaults.

(s) No Mechanics' Liens.

(t) Location of Improvements; No Encroachments.

(u)

Payment Terms.

(v) Customary Provisions.

(w) Occupancy of the Mortgaged Property.

As of the date of origination, the Mortgaged Property was in good repair and was lawfully occupied under applicable law;

(x) No Additional Collateral.

(y) Deeds of Trust.

(z) Acceptable Investment.

(aa) Transfer of Mortgage Loans.

(bb) Mortgaged Property Undamaged.

(cc) Collection Practices; Escrow Deposits.

(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.

(ff) Insurance.

(gg)

Servicemembers Civil Relief Act.

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

(hh)

No Balloon Payments, Graduated Payments or Contingent Interests.

(ii)

No Construction Loans.

(jj)

Underwriting.

Each Mortgage Loan was underwritten in accordance with the underwriting guidelines of the Company; and the Mortgage Note and Mortgage are on forms acceptable to Freddie Mac or Fannie Mae;

(kk)

Buydown Mortgage Loans.

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

(i)

(ii)

(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; and

(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 and Freddie Mac regarding buydown agreements;

(ll)

Cooperative Loans.

With respect to each Cooperative Loan:

(i)

(ii)

(iii)

(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; and

(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.

(mm) HOEPA.

(nn) Anti-Money Laundering Laws.

(oo)

Bankruptcy.

No Mortgagor was a debtor in any state or federal bankruptcy or insolvency proceeding as of the date the Mortgage Loan was closed and the proceeds of the Mortgage Loan were distributed;

(pp)

Due on Sale.

(qq) Credit Reporting.

(rr) Delivery of Mortgage Files.

(ss) Single Premium Credit Life Insurance.

No Mortgagor has been offered or required to purchase single premium credit insurance in connection with the origination of the Mortgage Loan;

(tt) Payment in Full.

The Company had no knowledge, at the time of origination of the Mortgage Loan, of any fact that should have led it to expect that such Mortgage Loan would not be paid in full when due; and

(uu) MERS Mortgage Loans.

Section 3.03 Repurchase.

[Intentionally Blank - Next Page Signature Page]

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.

CITIGROUP GLOBAL MARKETS REALTY CORP. Purchaser			WELLS FARGO BANK, N.A. Company

By:			By:

Name:			Name:

Title:			Title:

STATE OF	)
	) ss.:
COUNTY OF ___________	)

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	)
	) ss.:
COUNTY OF	)

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

CITIGROUP GLOBAL MARKETS REALTY CORP.

Purchaser

and

WELLS FARGO BANK, N.A.

Company

SELLER'S WARRANTIES AND SERVICING AGREEMENT

Dated as of July 1, 2005

Adjustable Rate Mortgage Loans

WFHM 2005-W43

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 Closing Date:

(a)

Due Organization and Authority.

(b)

Ordinary Course of Business.

(c)

No Conflicts.

(d)

Ability to Service.

(e)

Reasonable Servicing Fee.

(f)

Ability to Perform.

(g)

No Litigation Pending.

(h)

No Consent Required.

(i)

Selection Process.

(j)

No Untrue Information.

(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 Closing Date:

(a)

Mortgage Loans as Described.

(b)

Payments Current.

(c)

No Outstanding Charges.

(d)

Original Terms Unmodified.

(e)

No Defenses.

(f)

No Satisfaction of Mortgage.

(g)

Validity of Mortgage Documents.

(h) No Fraud.

(i)

Compliance with Applicable Laws.

(j)

Location and Type of Mortgaged Property.

(k) Valid First Lien.

(1)

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

(2)

(3)

(l) Full Disbursement of Proceeds.

(m)

Consolidation of Future Advances.

(n) Ownership.

(o) Origination/Doing Business.

(p) LTV, PMI Policy.

(q) Title Insurance.

(r) No Defaults.

(s) No Mechanics' Liens.

(t) Location of Improvements; No Encroachments.

(u)

Payment Terms.

(v) Customary Provisions.

(w) Occupancy of the Mortgaged Property.

As of the date of origination, the Mortgaged Property was in good repair and was lawfully occupied under applicable law;

(x) No Additional Collateral.

(y) Deeds of Trust.

(z) Acceptable Investment.

(aa) Transfer of Mortgage Loans.

(bb) Mortgaged Property Undamaged.

(cc) Collection Practices; Escrow Deposits.

(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.

(ff) Insurance.

(gg)

Servicemembers Civil Relief Act.

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

(hh)

No Balloon Payments, Graduated Payments or Contingent Interests.

(ii)

No Construction Loans.

(jj)

Underwriting.

Each Mortgage Loan was underwritten in accordance with the underwriting guidelines of the Company; and the Mortgage Note and Mortgage are on forms acceptable to Freddie Mac or Fannie Mae;

(kk)

Buydown Mortgage Loans.

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

(i)

(ii)

(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; and

(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 and Freddie Mac regarding buydown agreements;

(ll)

Cooperative Loans.

With respect to each Cooperative Loan:

(i)

(ii)

(iii)

(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; and

(v)

(mm)

HOEPA.

(nn) Anti-Money Laundering Laws.

(oo)

Bankruptcy.

No Mortgagor was a debtor in any state or federal bankruptcy or insolvency proceeding as of the date the Mortgage Loan was closed and the proceeds of the Mortgage Loan were distributed;

(pp)

Due on Sale.

(qq) Credit Reporting.

(rr) Delivery of Mortgage Files.

(ss) Single Premium Credit Life Insurance.

No Mortgagor has been offered or required to purchase single premium credit insurance in connection with the origination of the Mortgage Loan;

(tt) Payment in Full.

The Company had no knowledge, at the time of origination of the Mortgage Loan, of any fact that should have led it to expect that such Mortgage Loan would not be paid in full when due; and

(uu) MERS Mortgage Loans.

Section 3.03 Repurchase.

[Intentionally Blank - Next Page Signature Page]

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.

CITIGROUP GLOBAL MARKETS			WELLS FARGO BANK, N.A.
REALTY CORP.
Purchaser			Company

By:			By:
Name:			Name:
Title:			Title:

STATE OF	)
	)	ss:
COUNTY OF ___________	)

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	)
	)	ss:
COUNTY OF	)

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

CITIGROUP GLOBAL MARKETS REALTY CORP.

Purchaser

and

WELLS FARGO BANK, N.A.

Company

SELLER'S WARRANTIES AND SERVICING AGREEMENT

Dated as of July 1, 2005

Adjustable Rate Mortgage Loans

WFHM 2005-W52

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 Closing Date:

(a)

Due Organization and Authority.

(b)

Ordinary Course of Business.

(c)

No Conflicts.

(d)

Ability to Service.

(e)

Reasonable Servicing Fee.

(f)

Ability to Perform.

(g)

No Litigation Pending.

(h)

No Consent Required.

(i)

Selection Process.

(j)

No Untrue Information.

(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 Closing Date:

(a)

Mortgage Loans as Described.

(b)

Payments Current.

(c)

No Outstanding Charges.

(d)

Original Terms Unmodified.

(e)

No Defenses.

(f)

No Satisfaction of Mortgage.

(g)

Validity of Mortgage Documents.

(h) No Fraud.

(i)

Compliance with Applicable Laws.

(j)

Location and Type of Mortgaged Property.

The Mortgaged Property is located in the state identified in the 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 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 with 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 appraisal date 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.

(1)

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

(2)

(3)

(l) Full Disbursement of Proceeds.

(m)

Consolidation of Future Advances.

(n) Ownership.

(o) Origination/Doing Business.

(p) LTV, PMI Policy.

(q) Title Insurance.

(r) No Defaults.

(s) No Mechanics' Liens.

(t) Location of Improvements; No Encroachments.

(u)

Payment Terms.

(v) Customary Provisions.

(w) Occupancy of the Mortgaged Property.

As of the date of origination, the Mortgaged Property was in good repair and was lawfully occupied under applicable law;

(x) No Additional Collateral.

(y) Deeds of Trust.

(z) Acceptable Investment.

(aa) Transfer of Mortgage Loans.

(bb) Mortgaged Property Undamaged.

(cc) Collection Practices; Escrow Deposits.

(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 File include an appraisal, with the exception of any Time$aver® Mortgage Loan (which at the original origination were on form 1004 or form 2055 with interior inspections), of the related Mortgaged Property. The appraisal was conducted by an appraiser who had no interest, direct or indirect, in the Mortgaged Property or in any loan made on the security thereof; and whose compensation is not affected by the approval or disapproval of the Mortgage Loan, and the appraisal and the appraiser both satisfy the applicable requirements of Title XI of the Financial Institution Reform, Recovery, and Enforcement Act of 1989 and the regulations promulgated thereunder, all as in effect on the date the Mortgage Loan was originated;

(ff) Insurance.

(gg)

Servicemembers Civil Relief Act.

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

(hh)

No Balloon Payments, Graduated Payments or Contingent Interests.

(ii)

No Construction Loans.

(jj)

Underwriting.

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

(kk)

Buydown Mortgage Loans.

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

(i)

(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; and

(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;

(ll)

Cooperative Loans.

No Mortgage Loan is a Cooperative Loan;

(mm)

HOEPA.

(nn) Anti-Money Laundering Laws.

(oo)

Bankruptcy.

No Mortgagor was a debtor in any state or federal bankruptcy or insolvency proceeding as of the date the Mortgage Loan was closed and the proceeds of the Mortgage Loan were distributed;

(pp)

Due on Sale.

(qq) Credit Reporting.

(rr) Delivery of Mortgage Files.

(ss) Single Premium Credit Life Insurance.

No Mortgagor has been offered or required to purchase single premium credit insurance in connection with the origination of the Mortgage Loan;

(tt)	Payment in Full.

The Company had no knowledge, at the time of origination of the Mortgage Loan, of any fact that should have led it to expect that such Mortgage Loan would not be paid in full when due; and

(uu) MERS Mortgage Loans.

(vv) Leasehold Estates.

(i)	The Mortgagor is the owner of a valid and subsisting interest as tenant under the Ground Lease;

(ii)	The Ground Lease is in full force and effect;

(iii)

The Mortgagor is not in default under any provision of the lease;

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

(v)	The term of the Ground Lease exceeds the maturity date of the related Mortgage Loan by at least ten years;

(vi)	The Mortgagor under the Mortgage Loan is given at least 30 days’ notice of any default and an opportunity to cure any defaults under the Ground Lease or to take over the Mortgagor’s rights under the Ground Lease;

(vii)

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

(viii)

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

(ix)	The Ground Lease or a memorandum thereof has been recorded and by its terms permits the leasehold estate to be mortgaged;

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

(xi)	The Mortgagor has not commenced any action or given or received any notice for the purpose of terminating the Ground Lease.

Section 3.03 Repurchase.

[Intentionally Blank - Next Page Signature Page]

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.

CITIGROUP GLOBAL MARKETS

REALTY CORP.

Purchaser

WELLS FARGO BANK, N.A.

Company

By:

Name:

Title:

STATE OF	)
	)	ss.:
COUNTY OF___________	)

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	)
	)	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 the ______________________________ of ______________________________, the corporation that executed the within instrument and also known to me to be the person who executed it on behalf of said corporation, and acknowledged to me that such corporation 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

Execution Copy

7/17/2007

CITIGROUP GLOBAL MARKETS REALTY CORP.

Owner

and

WELLS FARGO BANK, N.A.

Servicer

______________________________________________________

AMENDED AND RESTATED FLOW SERVICING AGREEMENT

Dated as of March 1, 2006

______________________________________________________

Fixed and Adjustable Rate

First and Second Lien Mortgage Loans

TABLE OF CONTENTS

ARTICLE I

DEFINITIONS

ARTICLE II

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

ARTICLE III

REPRESENTATIONS AND WARRANTIES REMEDIES AND BREACH

ARTICLE IV

ADMINISTRATION AND SERVICING OF MORTGAGE LOANS

ARTICLE V

PAYMENTS TO OWNER

ARTICLE VI

GENERAL SERVICING PROCEDURES

ARTICLE VII

SERVICER TO COOPERATE

ARTICLE VIII

THE SERVICER

ARTICLE IX

REMOVAL OF MORTGAGE LOANS FROM AGREEMENT

ARTICLE X

DEFAULT

ARTICLE XI

TERMINATION

ARTICLE XII

MISCELLANEOUS PROVISIONS

EXHIBITS

Exhibit A	Form of Acknowledgement Agreement
Exhibit B	Contents of each Custodial Mortgage File,
	Retained Mortgage File and Servicing File
Exhibit C	Servicing Criteria
Exhibit D	Form of Sarbanes Certification
Exhibit E	[Reserved]
Exhibit F	Form of Assignment, Assumption and Recognition Agreement

Exhibit G	Form of Opinion of Counsel

This is an Amended and Restated Flow Servicing Agreement for fixed rate and adjustable rate residential first and second lien mortgage loans, dated and effective as of March 1, 2006, and is executed between Citigroup Global Markets Realty Corp., as owner (the "Owner"), and Wells Fargo Bank, N.A., as servicer (the "Servicer").

W I T N E S S E T H

WHEREAS, the Owner owns certain fixed rate and adjustable rate mortgage loans (the “Mortgage Loans”);

WHEREAS, the Owner desires to have the Servicer service and administer the Mortgage Loans and the Servicer desires to service and administer the Mortgage Loans in accordance with the terms and conditions of this Agreement;

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 Owner and the Servicer 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 serviced in accordance with all applicable federal, state and local laws and regulations, the terms of the Mortgage Loan Documents, and those 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.

Acknowledgment Agreement: An acknowledgment agreement substantially in the form of Exhibit A hereto, that makes specific reference to this Agreement, and which is to be executed on or prior to each Servicing Date with respect to servicing of Mortgage Loans by the Servicer.

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.

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

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

Agreement: This Servicing Agreement and all exhibits hereto, amendments hereof and supplements hereto.

Appraised Value: The value set forth on the related Mortgage Loan Schedule and determined in accordance with the terms of the agreement pursuant to which the related Mortgage Loan was purchased.

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 Owner, or if the related Mortgage has been recorded in the name of MERS or its designee, such actions as are necessary to cause the Owner 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.

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

Assignment of Proprietary Lease: With respect to a Cooperative Loan, as 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.

Balloon Loan: A Mortgage Loan for which the Monthly Payments will not fully amortize the loan by the end of the term, at which time the balance of the principal is due in a lump sum.

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.

Buydown Agreement: An agreement between the originator of a Mortgage Loan and a Mortgagor, or an agreement among the originator, 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.

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, 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.

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.

Combined Loan-to-Value Ratio or CLTV: As to any Second Lien Mortgage Loan at any date of determination, the ratio on such date of the principal balance of such Mortgage Loan, plus the principal balance of any Superior Lien, to the Appraised Value of the related Mortgaged Property.

Commission: The United States Securities and Exchange Commission.

Commitment Letter: The letter agreement to be executed between (i) the Seller and the Owner relating to the Owned Mortgage Loans or (ii) the Servicer and the Owner relating to the Purchased Mortgage Loans.

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.

Cooperative: The entity that holds title (fee or an acceptable leasehold estate) to all of the real property that the 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 Servicer 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.

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

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

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

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

Cut-off Date: With respect to each transaction contemplated hereby, the date so specified in the related Acknowledgment Agreement.

Data File: The electronic data file prepared by the Seller and delivered to the Owner pursuant to the related Master Mortgage Loan Purchase Agreement.

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

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.

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

Errors and Omissions Insurance Policy: An errors and omissions insurance policy to be maintained by the Servicer 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 and Exchange Act of 1934, as amended.

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

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

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

First Lien: With respect to each Mortgaged Property, the lien on the mortgage, deed of trust or other instrument securing a mortgage note which creates a first lien on the Mortgaged Property.

First Lien Mortgage Loan: A Mortgage Loan secured by a First Lien on the Mortgage Property.

First Remittance Date: With respect to each Mortgage Loan, the 18^th day (or if such day is not a Business Day, the immediately preceding Business Day) of the month following the month in which the related Cut-off Date occurs, or such other day of the month as may be specified in the related Acknowledgement Agreement.

Flow Servicing Rights Purchase and Sale Agreement: That certain agreement between the Owner, as seller and the Servicer, as purchaser, pursuant to which the Servicer purchases the servicing rights related to the Purchased Mortgage Loans.

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

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

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

Letter of Credit: With respect to a Pledged Asset Mortgage Loan, a guaranty issued to the Servicer by the Pledge Holder for the Pledged Value Amount.

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-to-Value Ratio or LTV: With respect to any First Lien 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 Policy: With respect to the Serviced-owned Mortgage Loans, a PMI Policy for which the Seller pays all premiums from its own funds, without reimbursement.

Master Mortgage Loan Purchase Agreement: The agreement, dated as of March 1, 2006, between the Seller and the Owner pursuant to which the Owner purchased the Owned Mortgage Loans.

MERS: Mortgage Electronic Registration Systems, Inc., a Delaware corporation, or any successor in interest thereto.

MERS Mortgage Loan: Any Mortgage Loan as to which the related Mortgage or Assignment of Mortgage has been registered with MERS on the MERS System

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

MIN: The eighteen digit Mortgage Identification Number.

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 Servicer 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, if applicable, on a Mortgage Loan.

Mortgage: The mortgage, deed of trust or other instrument securing a Mortgage Note, which creates a first or second 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: Certain fixed rate and adjustable rate mortgage loans, which mortgage loans are serviced by the Servicer pursuant to this Agreement.

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

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

Mortgage Loan Schedule: With respect to each transaction contemplated hereby, a schedule of Mortgage Loans subject to this Agreement and annexed to the related Acknowledgement Agreement.

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 Cooperative Apartment.

Mortgagor: The obligor on a Mortgage Note.

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 Servicer, and delivered to the Owner as required by this Agreement.

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

Owned Mortgage Loan: An individual Mortgage Loan originally sold by the Seller to the Owner, as to which the servicing rights are owned by the Servicer.

Owner: Citigroup Global Markets Realty Corp., or its successor in interest or any successor to or designee or assignee of the Owner under this Agreement as herein provided.

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 Account: With respect to a Pledged Asset Mortgage Loan, an account that is managed by the Pledge Holder to secure a Letter of Credit.

Pledge Account Maintenance Value: With respect to a Pledged Asset Mortgage Loan, a minimum percentage of the pledged amount specified in the underwriting guidelines of the Servicer. If the balance on the Pledge Account falls below the maintenance value of the pledge amount, the Pledge Holder will require that more funds be added to the Pledge Account, or decide to make a margin call.

Pledge Account Set-Up Value: With respect to a Pledged Asset Mortgage Loan, a minimum percentage of the pledged amount specified in the underwriting guidelines of the Servicer placed in the Pledge Account to allow for market fluctuations. The Pledge Holder determines the Pledge Account Set-Up Value.

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.

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.

Pledge Holder: With respect to a Pledged Asset Mortgage Loan, the entity that holds the Pledge Account, manages the Pledge Account and provides the Letter of Credit.

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 Value Amount: With respect to a Pledged Asset Mortgage Loan, a minimum of 20% of the lower of the purchase price or appraised value of a Mortgaged Property.

PMI Policy: A policy of primary mortgage guaranty insurance evidenced by an electronic form and certificate number 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 (i) by the Mortgagor or (ii) by the Servicer from its own funds, without reimbursement, in the case of an LPMI Policy.

Prepayment Charge: With respect to any calendar month, any prepayment premium, penalty or charge payable by a Mortgagor in connection with a Principal Prepayment in full on a Mortgage Loan pursuant to the terms of the related Mortgage Note (other than any Prepayment Charge Payment Amount).

Prepayment Charge Payment Amount: An amount in respect of a Prepayment Charge or portion thereof waived other than as permitted in Section 4.27, paid by the Servicer as required by Section 4.27.

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.

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, including any prepayment penalty or premium thereon and which is not accompanied by an amount of interest representing scheduled interest due on any date or dates in any month or months subsequent to the month of prepayment.

Principal Prepayment Period: With respect to the Owned Mortgage Loans, the month preceding the month in which the related Remittance Date occurs. With respect to the Purchased Mortgage Loans, either (A)(i) with respect to any Principal Prepayment in full, the period that commences on and includes the 14th day of the month immediately preceding the month in which such Remittance Date occurs and ends on and includes the 13th day of the month in which such Remittance Date occurs, and (ii) with respect to any partial Principal Prepayment, the calendar month preceding the month in which the Remittance Date occurs, or (B) the calendar month preceding the month in which the Remittance Date occurs, as set forth in the related Commitment Letter .

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.

Purchased Mortgage Loans: An individual Mortgage Loan, the servicing rights to which have been purchased by the Servicer from the Owner pursuant to the Flow Servicing Rights Purchase and Sale Agreement.

Qualified Correspondent: Any Person from which the Seller purchased Mortgage Loans, provided that the following conditions were satisfied: (i) such Mortgage Loans were originated pursuant to an agreement between the Seller and such Person that contemplated that such Person would underwrite and originate mortgage loans from time to time, for sale to the Seller, in accordance with underwriting guidelines designated by the Seller (“Designated Guidelines”) or guidelines that do not vary materially from such Designated Guidelines; (ii) such Mortgage Loans were in fact underwritten as described in clause (i) above and were acquired by the Seller within 180 days of origination; (iii) either (x) the Designated Guidelines were, at the time such Mortgage Loans were originated, used by the Seller in origination of mortgage loans of the same type as the Mortgage Loans for the Seller’s own account or (y) the Designated Guidelines were, at the time such Mortgage Loans were underwritten, designated by the Seller on a consistent basis for use by lenders in originating mortgage loans to be purchased by the Seller; and (iv) the Seller employed, at the time such Mortgage Loans were acquired by the Seller, pre-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 purchases mortgage loans properly applied the underwriting criteria designated by the Seller.

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 Standard & Poor’s Ratings Services or Prime-1 by Moody’s Investors Service, Inc. (or a comparable rating if another Rating Agency is specified by the Owner by written notice to the Servicer) at the time any deposits are held on deposit therein.

Qualified Insurer: A mortgage guaranty insurance Servicer 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.

Rating Agency or Agencies: Any nationally recognized statistical Rating Agency, or its successors, including Standard & Poor’s, a division of The McGraw-Hill Companies, Moody’s Investors Service, Inc. and Fitch Ratings.

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 Servicer and the Owner 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 a 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 Sale or Whole Loan Transfer pursuant to Section 9.01 hereof. The Reconstitution Date shall be such date which the Owner shall designate.

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

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

REMIC Provisions: Provisions of the federal income tax law relating to a REMIC, which appear at Section 860A through 860G of Subchapter M of Chapter 1, Subtitle A of the Code, and 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 preceding) of any month, beginning with the First Remittance Date.

REO Disposition: The final sale by the Servicer 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 Servicer on behalf of the Owner through foreclosure or by deed in lieu of foreclosure, as described in Section 4.16.

Repurchase Price: With respect to the Mortgage Loans, the price as stated in the Commitment Letter.

Retained Mortgage File: With respect to each Owned Mortgage Loan, the file consisting of the Mortgage Loan Documents listed as items 6 through 11 of Exhibit B attached hereto.

Sarbanes Certifying Party: A Person who files a Sarbanes-Oxley certification directly with the Securities and Exchange Commission pursuant to the Sarbanes-Oxley Act of 2002.

Second Lien: With respect to a Mortgaged Property, a lien of the mortgage, deed of trust or other instrument securing a mortgage note which creates a second lien on the Mortgaged Property.

Second Lien Mortgage Loan: A Mortgage Loan secured by the lien on the Mortgaged Property, subject to one prior lien on such Mortgaged Property securing financing obtained by the related Mortgagor.

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

Securitization Transaction: Any transaction involving either (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 or (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.

Seller: Wells Fargo Bank, N.A.

Seller/Servicer Information: As defined in Section 9.01(f)(i)(A).

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

Servicing Advances: All customary, reasonable and necessary "out of pocket" costs and expenses other than Monthly Advances (including reasonable attorney's fees and disbursements) incurred in the performance by the Servicer 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 (excluding the Servicer’s obligation to pay the premiums on LPMI Policies on Serviced-owned Mortgage Loans).

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

Servicing Date: (i) With respect to each Owned Mortgage Loan, the Closing Date, as defined in the Master Mortgage Loan Purchase Agreement and (ii) with respect to each Purchased Mortgage Loan, the Reconstitution Date as defined in the Agreement, dated as of September 15, 2005, between the Servicer and the Owner.

Servicing Fee: With respect to each Mortgage Loan, the amount of the annual fee the Owner shall pay to the Servicer, 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 Owner 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 Servicer, or as otherwise provided under Section 4.05.

Servicing Fee Rate: The percent per annum with respect to each Mortgage Loan identified on the related Mortgage Loan Schedule attached to the related Acknowledgment Agreement.

Servicing File: With respect to each Mortgage Loan, the file consisting of the Mortgage Loan Documents listed as items 12 through 27 of Exhibit B 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 Servicer 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 Servicer to the Owner upon request, as such list may from time to time be amended.

Stated Principal Balance: As to each Mortgage Loan, (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 Owner 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 Servicer of a Subservicer.

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

Subsidy Account: An account maintained by the Servicer 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.

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

Time$aver® Mortgage Loan: A Mortgage Loan which has been refinanced pursuant to a Seller program that allows a rate/term refinance of an existing Owned Mortgage Loan with minimal documentation.

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

ARTICLE II

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

Section 2.01

Possession of Mortgage Files; Maintenance of Servicing Files.

Pursuant to Section 2.03 below, the Servicer has delivered the Custodial Mortgage File to the Custodian. From and after each Servicing Date, the contents of each Retained Mortgage File shall be held in trust by the Servicer for the benefit of the Owner as the owner thereof. The Servicer shall maintain a Servicing File consisting of a copy of the contents of each of the Custodial Mortgage File and the Retained Mortgage File. The possession of each Servicing File and Retained Mortgage File held by the Servicer is at the will of the Owner for the sole purpose of servicing the related Mortgage Loan, and such retention and possession by the Servicer is in a custodial capacity only. The ownership of each Mortgage Note, the related Mortgage and the related Custodial Mortgage File, Retained Mortgage File and Servicing File are vested in the Owner, and the ownership of all records and documents with respect to the related Mortgage Loan prepared by or which come into the possession of the Servicer shall vest immediately in the Owner and shall be retained and maintained by the Servicer, in trust, at the will of the Owner and only in such custodial capacity. The Servicer shall release its custody of the contents of any Servicing File and Retained Mortgage File only in accordance with written instructions from the Owner, unless such release is required as incidental to the Servicer's servicing of the Mortgage Loans, in the case of the Servicing File, or is in connection with a repurchase of any Mortgage Loan. All such costs associated with the release, transfer and re-delivery of any Custodial Mortgage Files, Retained Mortgage Files and Servicing Files between the parties shall be the responsibility of the party in possession of such file or files.

In addition, in connection with the assignment of any MERS Mortgage Loan, the Servicer agrees that it will cause the MERS System to indicate that such Mortgage Loan has been assigned by the Seller, with respect to an Owner Mortgage Loan, or assigned by the prior owner, with respect to any Purchased Mortgage Loan, the Owner in accordance with this Agreement by including (or deleting, in the case of a repurchased Mortgage Loan) in such computer files the information required by the MERS System to identify the Owner as the beneficial owner of such Mortgage Loan.

Section 2.02 Books and Records; Transfers of Mortgage Loans.

All rights arising out of the Mortgage Loans, including, but not limited to, all funds received on or in connection with the Mortgage Loans, shall be received and held by the Servicer in trust for the benefit of the Owner as owner of the Mortgage Loans, and the Servicer shall retain record title to the related Mortgages for the sole purpose of facilitating the servicing and the supervision of the servicing of the Mortgage Loans.

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

The Servicer shall keep at its servicing office books and records in which, subject to such reasonable regulations as it may prescribe, the Servicer 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 Servicer 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 Owner may, subject to the terms of this Agreement, sell and transfer one or more of the Mortgage Loans. The Owner also shall advise the Servicer of the transfer. Upon receipt of notice of the transfer, the Servicer shall mark its books and records to reflect the ownership of the Mortgage Loans of such assignee, and shall release the previous Owner from its obligations hereunder with respect to the Mortgage Loans sold or transferred. Such notification of a transfer shall include a final loan schedule which shall be received by the Servicer 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 Servicer’s duties to remit and report as required by Section 5 shall begin with the next Due Period.

With respect to the Owned Mortgage Loans, upon request from the Owner, at the Owner’s expense, the Servicer shall deliver no later than fifteen (15) Business Days after such request any Retained Mortgage File or document therein, or copies thereof, to the Owner at the direction of the Owner. The Owner shall return any Retained Mortgage File or document therein delivered pursuant to this Section no later than ten (10) Business Days after receipt thereof. An extension of this date may be requested from the Owner, which consent shall not be unreasonably withheld. In the event that the Servicer fails to make delivery of the requested Retained Mortgage File or document therein, or copies thereof, as required under this Section 2.02, the Servicer shall repurchase, in accordance with the related Commitment Letter, the related Mortgage Loan within thirty (30) Business Days after receipt of a request to do so by the Owner.

Section 2.03 Custodial Agreement; Delivery of Documents.

The Servicer 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 Servicer 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 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 days of its submission for recordation.

In the event the public recording office is delayed in returning any original document, which the Servicer is required to deliver at any time to the Custodian in accordance with the terms of this Agreement or which the Servicer is required to maintain in the Retained Mortgage File, the Servicer shall deliver to the Custodian within 240 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 Servicer 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 Owner, which consent shall not be unreasonably withheld.

In the event that new, replacement, substitute or additional Stock Certificates are issued with respect to existing Cooperative Shares, the Servicer 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 Servicer Representations and Warranties.

The Servicer hereby represents and warrants to the Owner that, as of each Servicing Date:

(a)

Due Organization and Authority.

The Servicer 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 Servicer, and in any event the Servicer 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 Servicer has the full power and authority to execute and deliver this Agreement and to perform 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 Servicer 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 Servicer; and all requisite action has been taken by the Servicer to make this Agreement valid and binding upon the Servicer 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 Servicer, 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 Servicer 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 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, articles of incorporation or by-laws or any legal restriction or any agreement or instrument to which the Servicer 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 Servicer or its property is subject;

(d)

Ability to Service.

The Servicer 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 Servicer is a HUD approved mortgagee 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 Servicer unable to comply with Fannie Mae or Freddie Mac eligibility requirements or which would require notification to either Fannie Mae or Freddie Mac;

(e)

Reasonable Servicing Fee.

The Servicer 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 Servicer, for accounting and tax purposes, as compensation for the servicing and administration of the Mortgage Loans pursuant to this Agreement;

(f)

Ability to Perform.

The Servicer 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 Servicer is solvent;

(g)

No Litigation Pending.

There is no action, suit, proceeding or investigation pending or threatened against the Servicer 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 Servicer, or in any material impairment of the right or ability of the Servicer to carry on its business substantially as now conducted, or in any material liability on the part of the Servicer, or which would draw into question the validity of this Agreement or of any action taken or to be contemplated herein, or which would be likely to impair materially the ability of the Servicer 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 Servicer of or compliance by the Servicer with this Agreement as evidenced by the consummation of the transactions contemplated by this Agreement, or if required, such approval has been obtained prior to the Servicing Date;

(i)

No Untrue Information.

(j)

No Material Change.

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

(k) MERS.

The Servicer is a member of MERS in good standing.

Section 3.02 Repurchase of Purchased Mortgage Loans.

With respect to Purchased Mortgage Loans, the Servicer shall cooperate with the Owner in facilitating the repurchase of any Purchased Mortgage Loan or Loans by a seller. Upon receipt by the Servicer of notice from the Owner of a breach by a seller or a representation or warranty contained in any agreement between the Owner and seller, or a request by the Owner for a seller to repurchase any Purchased Mortgage Loan or Loans, the Servicer shall, at the direction of the Owner, use its best efforts to cure and correct any breach related to such deficiencies of the related Purchased Mortgage Loan or Loans.

At the time of repurchase of the Purchased Mortgage Loan or Loans, the Owner or the Custodian, as applicable, and the Servicer shall arrange for the reassignment of the repurchased Purchased Mortgage Loan or Loans to the seller according to the Owner’s instructions and, with respect to any Purchased Mortgage Loan that is a MERS Mortgage Loan, in accordance with Section 2.01, and the delivery of any documents held by the Servicer with respect to the repurchased Purchased Mortgage Loan or Loans. The Servicer will facilitate the remittance of repurchase funds between the seller and the Owner, but shall not be required to advance funds for such repurchase and shall be reimbursed for any expenses incurred due to such repurchase.

ARTICLE IV

ADMINISTRATION AND SERVICING OF MORTGAGE LOANS

Section 4.01 Servicer to Act as Servicer.

The Servicer, as an independent contractor, shall service and administer the Mortgage Loans and shall have full power and authority, acting alone or through the utilization of a Subservicer or a Subcontractor, to do any and all things in connection with such servicing and administration which the Servicer may deem necessary or desirable, consistent with the terms of this Agreement and with Accepted Servicing Practices. The Servicer shall be responsible for any and all acts of a Subservicer or a Subcontractor, and the Servicer’s utilization of a Subservicer or a Subcontractor shall in no way relieve the liability of the Servicer under this Agreement.

Consistent with the terms of this Agreement, the Servicer may waive, modify or vary any term of any Mortgage Loan or consent to the postponement of strict compliance with any such term or in any manner grant indulgence to any Mortgagor if in the Servicer's reasonable and prudent determination such waiver, modification, postponement or indulgence is not materially adverse to the Owner, provided, however, the Servicer shall not make any future advances with respect to a Mortgage Loan. Unless the Mortgagor is in default with respect to the Mortgage Loan or such default is, in the judgment of the Servicer, imminent, the Servicer shall not permit any modification with respect to any Mortgage Loan that would change the Mortgage Interest Rate, defer or forgive the payment of principal (except for actual payments of principal) or change the final maturity date on such Mortgage Loan. The Servicer shall request written consent from the Owner to permit such a modification and the Owner shall provide written consent or notify the Servicer of its objection to such modification within three (3) Business Days of its receipt of the Servicer's request. In the event of any such modification which permits the deferral of interest or principal payments on any Mortgage Loan, the Servicer 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 Servicer 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 Servicer shall continue, and is hereby authorized and empowered, to execute and deliver on behalf of itself and the Owner, 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 Servicer, the Owner shall furnish the Servicer with any powers of attorney and other documents necessary or appropriate to enable the Servicer to carry out its servicing and administrative duties under this Agreement.

In servicing and administering the Mortgage Loans, the Servicer 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 Owner's reliance on the Servicer.

The Servicer 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 Owner.

The Servicer is authorized and empowered by the Owner, pursuant to the instructions of the Owner, in its own name, when the Servicer believes it appropriate in its reasonable judgment to register any Mortgage Loan on the MERS® System, or cause the removal from the registration of any Mortgage Loan on the MERS® System, to execute and deliver, on behalf of the Owner, 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 Owner and its successors and assigns.

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 Servicer shall take such action as (1) the Servicer 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 Servicer shall determine prudently to be in the best interest of Owner, and (4) is consistent with any related PMI 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 ninety (90) days or any other default continues for a period of ninety (90) days beyond the expiration of any grace or cure period, the Servicer shall commence foreclosure proceedings, the Servicer shall notify the Owner in writing of the Servicer's intention to do so, and the Servicer shall not commence foreclosure proceedings if the Owner objects to such action within three (3) Business Days after receiving such notice. In the event the Owner objects to such foreclosure action, the Servicer shall not be required to make Monthly Advances with respect to such Mortgage Loan, pursuant to Section 5.03, and the Servicer's obligation to make such Monthly Advances shall terminate on the 90th day referred to above. In such connection, the Servicer shall from its own funds make all necessary and proper Servicing Advances, provided, however, that the Servicer 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 Owner 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 Servicer has reasonable cause to believe that a Mortgaged Property is contaminated by hazardous or toxic substances or wastes, or if the Owner 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 Owner in the event of liquidation, and will be advanced by the Servicer. Upon completion of the inspection or review, the Servicer shall promptly provide the Owner with a written report of the environmental inspection.

After reviewing the environmental inspection report, the Owner shall determine how the Servicer 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 Owner directs the Servicer to proceed with foreclosure or acceptance of a deed in lieu of foreclosure, the Servicer 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 Servicer, the Servicer shall be entitled to be reimbursed from amounts in the Custodial Account pursuant to Section 4.05 hereof. In the event the Owner directs the Servicer not to proceed with foreclosure or acceptance of a deed in lieu of foreclosure, the Servicer 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 date hereof until the principal and interest on all Mortgage Loans are paid in full, the Servicer 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 Servicer shall segregate and hold all funds collected and received in connection with 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 the Owner and/or subsequent purchasers of Mortgage Loans, - P & I." The Custodial Account shall be established with a Qualified Depository. The existence of the Custodial Account shall be evidenced by an account certification and shall be provided on the respective Servicing Date. 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 Servicer in accordance with Section 4.05.

The Servicer shall deposit in the Custodial Account within one (1) Business Day of Servicer’s receipt, and retain therein, the following collections received by the Servicer and payments made by the Servicer after the Cut-off Date, other than payments of principal and interest due on or before the Cut-off Date, or received by the Servicer prior to the Cut-off Date but allocable to a period subsequent thereto:

(i)

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

(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 3.02 hereof and Section 6 of the Master Mortgage Loan Purchase Agreement;

(viii)

with respect to each Principal Prepayment, the Prepayment Interest Shortfall (to be paid by the Servicer out of its funds); provided, however, that in no event shall the aggregate of deposits made by the Servicer pursuant to this sub clause (viii) exceed the aggregate amount of the Servicer’s Servicing Fee for the related Due Period;

(ix)

any amounts required to be deposited by the Servicer 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 Servicer 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 Servicer and the Servicer shall be entitled to retain and withdraw such interest from the Custodial Account pursuant to Section 4.05.

Section 4.05 Permitted Withdrawals From Custodial Account.

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

(i)

to make payments to the Owner in the amounts and in the manner provided for in Section 5.01;

(ii)

to reimburse itself for Monthly Advances of the Servicer's funds made pursuant to Section 5.03, the Servicer's right to reimburse itself pursuant to this subclause (ii) being limited to amounts received on the related Mortgage Loan which represent late Monthly Payments, Liquidation Proceeds, Condemnation Proceeds, Insurance Proceeds and such other amounts as may be collected by the Servicer respecting which any such advance was made, it being understood that, in the case of any such reimbursement, the Servicer's right thereto shall be prior to the rights of Owner; except that, when the Seller is required to repurchase an Owned Mortgage Loan pursuant to the Master Mortgage Loan Purchase Agreement, the Servicer’s right to such reimbursement shall be subsequent to the payment of the Owner of the Repurchase Price and all other amounts required to be paid to the Purchaser with respect to such Owned Mortgage Loan;

(iii)

to reimburse itself for unreimbursed Servicing Advances, and for any unpaid Servicing Fees, the Servicer's right to reimburse itself pursuant to this subclause (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 Servicer from the Mortgagor or otherwise relating to the Mortgage Loan, it being understood that, in the case of any such reimbursement, the Servicer's right thereto shall be prior to the rights of Owner; except that, when the Seller is required to repurchase an Owned Mortgage Loan pursuant to the Master Mortgage Loan Purchase Agreement, the Servicer’s right to such reimbursement shall be subsequent to the payment of the Owner of the Repurchase Price and all other amounts required to be paid to the Purchaser with respect to such Owned Mortgage Loan;

(iv)

to pay itself interest on funds deposited in the Custodial Account;

(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 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 Servicer; and

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

In the event that the Custodial Account is interest bearing, on each Remittance Date, the Servicer shall withdraw all funds from the Custodial Account except for those amounts which, pursuant to Section 5.01, the Servicer is not obligated to remit on such Remittance Date. The Servicer may use such withdrawn funds only for the purposes described in this Section 4.05.

Section 4.06 Establishment of and Deposits to Escrow Account.

The Servicer 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 the Owner 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. The existence of an Escrow Account shall be evidenced by an account certification and shall be provided on the Servicing Date. Funds deposited in the Escrow Account may be drawn on by the Servicer in accordance with Section 4.07.

The Servicer shall deposit in the Escrow Account or Accounts within one (1) Business Day of Servicer’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;

(iii)

all payments on account of Buydown Funds; and

(iv)	all Servicing Advances for Mortgagors whose Escrow Payment are insufficient to cover escrow disbursements.

The Servicer 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 Servicer 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 Servicer 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 Servicer 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 Servicer for any Servicing Advances made by the Servicer 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 and 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 Servicer, or any Mortgagor to the extent required by law, any interest paid on the funds deposited in the Escrow Account;

(vii)

to remove funds inadvertently placed in the Escrow Account by the Servicer;

(viii)

to remit to Owner payments on account of Buydown Funds as applicable; and

(ix)

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

Section 4.08 Payment of Taxes, Insurance and Other Charges.

With respect to each Mortgage Loan, the Servicer 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 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 (excluding the payment of LPMI Policy premiums, which are to be paid from the Servicer’s own funds without reimbursement) which shall have been estimated and accumulated by the Servicer in amounts sufficient for such purposes, as allowed under the terms of the Mortgage. The Servicer 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, irrespective of whether the Mortgage Loan provides for Escrow Payments or the making of the Escrow Payments, and the Servicer shall make advances from its own funds to effect such payments and such amounts shall not be added to the unpaid principal balance of the related Mortgage Loan, notwithstanding that the terms of the Mortgage Loan so permit. The obligation of the Servicer to make such Servicing Advances is mandatory, notwithstanding any other provision of this Agreement, and, with respect to any Mortgage Loan or REO Property, shall 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 that, notwithstanding anything herein to the contrary, no Servicing Advance shall be required to be made hereunder by the Servicer if such Servicing Advance would, if made, constitute a nonrecoverable Servicing Advance. The determination by the Servicer that it has made a nonrecoverable Servicing Advance or that any proposed Servicing Advance, if made, would constitute a nonrecoverable Servicing Advance, shall be evidenced by an Officers’ Certificate delivered to the Purchaser.

Section 4.09 Protection of Accounts.

The Servicer may transfer the Custodial Account, Subsidy Account or the Escrow Account to a different Qualified Depository from time to time, provided that the Servicer shall give notice to the Owner of such transfer.

Section 4.10 Maintenance of Hazard Insurance.

The Servicer 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 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, or (ii) the greater of (x) the outstanding principal balance of the Mortgage Loan or (y) an amount such that the proceeds of such insurance shall be sufficient to prevent the application to the Mortgagor or loss payee of any coinsurance clause under the policy. 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 Servicer shall notify the Owner and the related Mortgagor, and shall use its best efforts, 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 acceptable to Fannie Mae or Freddie Mac at any time, subject only to Section 4.11 hereof.

If the related Mortgaged Property is located in an area identified by the Flood Emergency Management Agency as having special flood hazards (and such flood insurance has been made available) the Servicer shall cause to be maintained 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 Servicer determines in accordance with applicable law 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 Servicer shall notify the related Mortgagor that the Mortgagor must obtain such flood insurance coverage, and if said Mortgagor fails to obtain the require flood insurance coverage within forty-five (45) days after such notification, the Servicer shall immediately force place the required flood insurance on the Mortgagor’s behalf.

If a Mortgage is secured by a unit in a condominium project, the Servicer 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 the Owner or the Servicer 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 Servicer 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 Servicer shall immediately force place the required coverage on the Mortgagor’s behalf.

All policies required hereunder shall name the Servicer 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 Servicer shall not interfere with the Mortgagor's freedom of choice in selecting either his insurance carrier or agent, provided, however, that the Servicer shall not accept any 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 Servicer 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.

Pursuant to Section 4.04, any amounts collected by the Servicer 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 Servicer'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 Servicer 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 provides coverage in an amount equal to the amount required pursuant to Section 4.10 and otherwise complies with 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 Servicer shall prepare and make any claims on the blanket policy as deemed necessary by the Servicer in accordance with Accepted Servicing Practices. Any amounts collected by the Servicer 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 Servicer 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 Servicer's funds, without reimbursement therefor. Upon request of the Owner, the Servicer shall cause to be delivered to such Owner 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 Owner.

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

The Servicer shall maintain with responsible companies that are acceptable to Fannie Mae and Freddie Mac, 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 ("Servicer 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 Servicer against losses, including forgery, theft, embezzlement, fraud, errors and omissions and negligent acts of such Servicer Employees. Such Fidelity Bond and Errors and Omissions Insurance Policy also shall protect and insure the Servicer 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 Servicer 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 at least equal to the amounts acceptable to Fannie Mae or Freddie Mac. Upon the request of any Owner, the Servicer shall cause to be delivered to such Owner 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 thirty (30) days' prior written notice to the Owner.

Section 4.13 Inspections.

If any Mortgage Loan is more than forty-five (45) days delinquent, the Servicer 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 Servicer shall keep a record of each such inspection and, upon request, shall provide the Owner with such information.

Section 4.14 Restoration of Mortgaged Property.

The Servicer need not obtain the approval of the Owner 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 Servicer shall comply with the following conditions in connection with any such release of Insurance Proceeds or Condemnation Proceeds:

(i)

the Servicer shall receive satisfactory independent verification of completion of repairs and issuance of any required approvals with respect thereto;

(ii)

the Servicer 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 Servicer shall verify that the Mortgage Loan is not in default; and

(iv)

pending repairs or restoration, the Servicer shall place the Insurance Proceeds or Condemnation Proceeds in the Escrow Account.

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

Section 4.15 Maintenance of PMI Policy; Claims.

Except for the Pledged Asset Mortgage Loans, for each Mortgage Loan with an LTV in excess of 80% at the time of origination, the Servicer shall, without any cost to the Owner maintain or cause the Mortgagor to maintain in full force and effect a PMI 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 §4901, et seq. In the event that such PMI Policy shall be terminated other than as required by law, the Servicer 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 Servicer shall, in accordance with Accepted Servicing Practices, determine whether recoveries under the PMI Policy are jeopardized for reasons related to the financial condition of such insurer, it being understood that the Servicer shall in no event have any responsibility or liability for any failure to recover under the PMI Policy for such reason. If the Servicer determines that recoveries are so jeopardized, it shall notify the Owner and the Mortgagor, if required, and obtain from another Qualified Insurer a replacement insurance policy. The Servicer shall not take any action which would result in noncoverage under any applicable PMI Policy of any loss which, but for the actions of the Servicer 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 Servicer shall promptly notify the insurer under the related PMI Policy, if any, of such assumption or substitution of liability in accordance with the terms of such PMI 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. If such PMI Policy is terminated as a result of such assumption or substitution of liability, the Servicer shall obtain a replacement PMI Policy as provided above.

In the event that the Servicer’s rights hereunder are terminated pursuant to Section 10.01 the Servicer shall pay any premiums on each LPMI Policy (which may include a one-time lump sum to the related LPMI provider to continue the related LPMI Policy) until the applicable Mortgage Loans have been paid in full or otherwise liquidated or another entity acceptable to the insurers of such LPMI Policy undertakes to pay such LPMI premiums.

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

Any premiums payable on LPMI Policies will be paid from the Servicer’s own funds without reimbursement.

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 Owner or the Owner's designee, or in the event the Owner 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 of such Person or Persons as shall be consistent with an Opinion of Counsel obtained by the Servicer 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 Owner shall acknowledge in writing that such title is being held as nominee for the Owner.

The Servicer shall manage, conserve, protect and operate each REO Property for the Owner solely for the purpose of its prompt disposition and sale. The Servicer, either itself or through an agent selected by the Servicer, 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 Servicer 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 Servicer deems to be in the best interest of the Owner.

The Servicer 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 one year after 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 Servicer determines that a longer period is necessary for the orderly liquidation of such REO Property. If a period longer than one year is permitted under the foregoing sentence and is necessary to sell any REO Property, (i) the Servicer shall report monthly to the Owner as to the progress being made in selling such REO Property and (ii) if a purchase money mortgage is taken in connection with such sale, such purchase money mortgage shall name the Servicer as mortgagee, and such purchase money mortgage shall not be held pursuant to this Agreement.

The Servicer 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 Servicer at such price, and upon such terms and conditions, as the Servicer deems to be in the best interests of the Owner. The proceeds of sale of 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 Servicer 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 Principal Prepayment Period in which such sale proceeds are received the net cash proceeds of such sale remaining in the Custodial Account shall be distributed to the Owner.

The Servicer 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 managing agent of the Servicer, or the Servicer itself. The Servicer shall make monthly distributions on each Remittance Date to the Owner 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 Servicer shall furnish to the Owner 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 Servicer'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 Owner shall reasonably request.

Section 4.18 Liquidation Reports.

Upon the foreclosure sale of any Mortgaged Property or the acquisition thereof by the Owner pursuant to a deed in lieu of foreclosure, the Servicer shall submit to the Owner 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 Servicer shall report such foreclosure or abandonment as required pursuant to Section 6050J of the Code. The Servicer 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 Servicer 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 Servicer shall execute and deliver any and all necessary notices required under applicable law and the terms of the related Mortgage Note and Mortgage regarding the Mortgage Interest Rate adjustments. Upon the discovery by the Servicer or the receipt of notice from the Owner that the Servicer has failed to adjust a Mortgage Interest Rate in accordance with the terms of the related Mortgage Note, the Servicer shall immediately deposit in the Custodial Account from its own funds the amount of any interest loss or deferral caused the Owner thereby.

Section 4.21 Confidentiality/Protection of Customer Information.

The Servicer shall keep confidential and shall not divulge to any party, without the Owner's prior written consent, the price paid by the Owner for the Mortgage Loans, except to the extent that it is reasonable and necessary for the Servicer 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 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”). For purposes of this Section, the term “Customer Information” shall have the meaning assigned to it in the Interagency Guidelines.

Section 4.22 Credit Reporting.

For Each Mortgage Loan, the Servicer shall furnish on a monthly basis complete information on the related borrower credit files to Equifax, Experian and Trans Union Credit Information Servicer, in accordance with the Fair Credit Reporting Act and its implementing regulations.

Section 4.23 Application of Buydown Funds.

With respect to each Buydown Mortgage Loan, the Servicer 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 Servicer will distribute to the Owner 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 Servicer or the insurer under any related Primary Insurance Policy) the Servicer 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 Owner 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 Owner 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 its entirety during the related Buydown Period, the Servicer 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 Servicer shall distribute to the Owner 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.

Section 4.24 Establishment of and Deposits to Subsidy Account.

The Servicer 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 the Owner, 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 a Qualified Depository.

The Servicer 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.

Notwithstanding anything to the contrary elsewhere in this Agreement, the Servicer may employ the Escrow Account as the Subsidy Account to the extent that the Servicer can separately identify any Subsidy Funds deposited therein.

Section 4.25 Subordination of Second Lien Mortgage Loans.

The Servicer is authorized, without the prior approval of the Owner, to consent to the refinancing of any Superior Lien on a Mortgaged Property, provided, that the resulting Combined Loan-to-Value Ratio of such Mortgage Loan is no higher than the Combined Loan-to-Value Ratio prior to such refinancing.

With respect to the Owned Mortgage Loans, where permitted by local law and where the senior lienholder is required to notify a junior lienholder be named as a party defendant in foreclosure proceedings in order to foreclose such junior lienholder’s equity of redemption, the Servicer shall file (or cause to be filed) a request for notice of any action by a superior lienholder under a related senior lien for the protection of the Owner’s interest in the related Second Lien Mortgage Loan. Any costs associated with such filing shall be a Servicing Advance reimbursable pursuant to Section 4.05(iii).

With respect to Purchased Mortgage Loans, where permitted by local law and where the senior lienholder is required to notify a junior lienholder be named as a party defendant in foreclosure proceedings in order to foreclose such junior lienholder’s equity of redemption, the Servicer shall, at the reasonable expense of the Owner, file (or cause to be filed) a request for notice of any action by a superior lienholder under a related senior lien for the protection of the Owner’s interest in the related Second Lien Mortgage Loan.

If the Servicer is notified that any superior lienholder has accelerated or intends to accelerate the obligations secured by the superior lien, or has declared or intends to declare a default under the superior mortgage or the promissory note secured thereby, or has filed or intends to file an election to have the Mortgaged Property sold or foreclosed, the Servicer shall take whatever actions are necessary to protect the interests of the Owner, and/or to preserve the security of the related Mortgage Loan, subject to any requirements applicable to real estate mortgage investment conduits pursuant to the Code. The Servicer shall advance the funds necessary to cure the default or reinstate the superior lien if the Servicer determines that such advance is in the best interests of the Owner. The Servicer shall not make such an advance except to the extent that it determines in its reasonable good faith judgment that such advance will be recoverable from Liquidation Proceeds on the related Mortgage Loan. The Servicer shall thereafter take such action as is necessary to recover the amount so advanced.

Section 4.26 Use of Subservicers and Subcontractors.

The Servicer shall not hire or otherwise utilize the services of any Subservicer to fulfill any of the obligations of the Servicer under this Agreement or any Reconstitution Agreement unless the Servicer complies with the provisions of paragraph (a) of this Section 4.26. The Servicer 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 Servicer under this Agreement or any Reconstitution Agreement unless the Servicer complies with the provisions of paragraph (b) of this Section 4.26.

(a) It shall not be necessary for the Servicer to seek the consent of the Owner or any Depositor to the utilization of any Subservicer. The Servicer shall cause any Subservicer used by the Servicer (or by any Subservicer) for the benefit of the Owner and any Depositor to comply with the provisions of this Section 4.26 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 Servicer, and to provide the information required with respect to such Subservicer under Section 9.01(e)(iv) of this Agreement. The Servicer shall be responsible or obtaining from each Subservicer and delivering to the Owner 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 Servicer to seek the consent of the Owner or any Depositor to the utilization of any Subcontractor. The Servicer shall promptly upon request provide to the Owner 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 Owner and such Depositor) of the role and function of each Subcontractor utilized by the Servicer 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.

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 Servicer shall cause any such Subcontractor used by the Servicer (or by any Subservicer) for the benefit of the Owner 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 Servicer. The Servicer shall be responsible for obtaining from each Subcontractor and delivering to the Owner 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.

Section 4.27 Prepayment Charge Waivers.

With respect to the Mortgage Loans and to the extent consistent with the terms of this Agreement, the Servicer may waive (or permit a subservicer to waive) a Prepayment Charge only under the following circumstances: (i) such waiver is standard and customary in servicing similar Mortgage Loans and (ii) such waiver relates to a default or a reasonably foreseeable default and would, in the reasonable judgment of the Servicer, maximize recovery of total proceeds taking into account the value of such Prepayment Charge and the related Mortgage Loan. If a Prepayment Charge or any portion thereof is waived for any reason other than as permitted by meeting the standards described in clauses (i) and (ii) above, then the Seller shall pay to the Owner the amount of such waived Prepayment Charge or portion thereof. Such remedy amount payable by the Seller shall accompany the Seller’s next scheduled monthly remittance to the Owner following the calendar month in which the related Principal Prepayment occurred.

ARTICLE V

PAYMENTS TO OWNER

Section 5.01 Remittances.

On each Remittance Date the Servicer shall remit by wire transfer of immediately available funds to the Owner (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 Servicer 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); 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 Owner after the second Business Day following the Business Day on which such payment was due, the Servicer shall pay to the Owner 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 Servicer on the date such late payment is made and shall cover the period commencing with the day following such second 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 Servicer of any such interest shall not be deemed an extension of time for payment or a waiver of any Event of Default by the Servicer.

Section 5.02 Statements to Owner.

With respect to the Owned Mortgage Loans and the Purchased Mortgage Loans that have the Principal Prepayment Period set forth in clause (B) of such definition, not later than the tenth (10^th) Business Day of each month, the Servicer shall furnish to the Owner a monthly remittance advice, with a trial balance report attached thereto, as to the remittance period ending on the last day of the preceding month. With respect to the Purchased Mortgage Loans that have the Principal Prepayment Period set forth in clause (A) of such definition not later than the tenth (10^th) Business Day of each month, the Servicer shall furnish to the Owner a a preliminary monthly remittance advice, with a trial balance report attached thereto, as to the remittance period ending on the last day of the preceding month and a final monthly remittance advice, with a trial balance report attached thereto, as to the remittance period ending on the last day of the preceding month two (2) Business Days following the 14^th day of the month.

Section 5.03 Monthly Advances by Servicer.

On the Business Day immediately preceding each Remittance Date, the Servicer 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 Servicer 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 Owner required to be made on such Remittance Date. The Servicer'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 such obligation shall cease if the Servicer determines, in its sole reasonable opinion, that advances with respect to such Mortgage Loan are non-recoverable by the Servicer from Liquidation Proceeds, REO Disposition Proceeds, Insurance Proceeds, Condemnation Proceeds, or otherwise with respect to a particular Mortgage Loan. In the event that the Servicer determines that any such advances are non-recoverable, the Servicer shall provide the Owner with a certificate signed by two officers of the Servicer evidencing such determination.

ARTICLE VI

GENERAL SERVICING PROCEDURES

Section 6.01 Transfers of Mortgaged Property.

The Servicer 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 Servicer 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 Servicer shall not exercise such rights if prohibited by law from 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 Servicer reasonably believes it is unable under applicable law to enforce such "due-on-sale" clause, the Servicer 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 Servicer is unable under applicable law to require that the original Mortgagor remain liable under the Mortgage Note and the Servicer 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 Servicer for entering into an assumption agreement the fee will be retained by the Servicer 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 Owner’s consent.

To the extent that any Mortgage Loan is assumable, the Servicer 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 Servicer 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 Servicer of a notification that payment in full will be escrowed in a manner customary for such purposes, the Servicer shall notify the Owner in the monthly remittance advice as provided in Section 5.02, and may request the release of any Mortgage Loan Documents.

With respect to each Owned Mortgage Loan, if the Servicer satisfies or releases a Mortgage without first having obtained payment in full of the indebtedness secured by the Mortgage or should the Servicer otherwise prejudice any rights the Owner may have under the mortgage instruments, upon written demand of the Owner, the Servicer 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 Owner. The Servicer shall maintain the Fidelity Bond and Errors and Omissions Insurance Policy as provided for in Section 4.12 insuring the Servicer against any loss it may sustain with respect to any Mortgage Loan not satisfied in accordance with the procedures set forth herein.

With respect to each Purchased Mortgage Loan, if the Servicer satisfies or releases a Mortgage without first having obtained payment in full of the indebtedness secured by the Mortgage or should the Servicer otherwise prejudice any rights the Owner may have under the mortgage instruments, upon written demand of the Owner, the Servicer shall deposit in the Custodial Account the entire outstanding principal balance, plus all accrued interest on such Mortgage Loan, on the day preceding the Remittance Date in the month following the date of such release. The Servicer shall maintain the Fidelity Bond and Errors and Omissions Insurance Policy as provided for in Section 4.12 insuring the Servicer against any loss it may sustain with respect to any Mortgage Loan not satisfied in accordance with the procedures set forth herein.

Section 6.03 Servicing Compensation.

As compensation for its services hereunder, the Servicer 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 Owner to pay the Servicing Fee is limited to, and 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 Payments.

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 Servicer to the extent not required to be deposited in the Custodial Account. The Servicer 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 Statements as to Compliance.

On or before March 1 of each calendar year, commencing in 2007, the Servicer shall deliver to the Owner and any Depositor a statement of compliance addressed to the Owner and such Depositor and signed by an authorized officer of the Servicer, to the effect that (a) a review of the Servicer’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 Servicer 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 Securitization Transactions occurring on or after January 1, 2006, on or before February 28, 2006, the Servicer, 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 Owner to 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 Owner a copy of a Uniform Single Attestation Program Report from their independent public accountant's on an annual basis, Servicer shall be considered to have fulfilled its obligations under this Section 6.05.

Section 6.06 Report on Assessment of Compliance and Attestation.

(a) 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 Servicer shall:

(i)

deliver to the Owner and any Depositor a report (in form and substance reasonably satisfactory to the Owner and such Depositor) regarding the Servicer’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 Owner and such Depositor and signed by an authorized officer of the Servicer, and shall address each of the Servicing Criteria set forth in an exhibit delivered by the Servicer at the time of a Securitization Transaction, which exhibit shall be substantially in the form of Exhibit C attached hereto;

(ii)

deliver to the Owner and any Depositor a report of a registered public accounting firm reasonably acceptable to the Owner and such Depositor that attests to, and reports on, the assessment of compliance made by the Servicer 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 Servicer pursuant to Section 4.26(b) to be “participating in the servicing function” within the meaning of Item 1122 of Regulation AB, to deliver to the Owner 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 Owner, any Depositor and any other Person that will be responsible for signing the certification (a “Sarbanes Certification”) required by 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 D.

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

(b) Each assessment of compliance provided by a Subservicer pursuant to Section 6.06(i) shall address each of the Servicing Criteria set forth in an exhibit delivered to the Owner at the time of a Securitization Transaction or, in the case of a Subservicer subsequently appointed as such, on or prior to the date of such appointment, which exhibit shall be substantially in the form of Exhibit C attached hereto. 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 Servicer pursuant to Section 4.26.

Section 6.07 Remedies.

(i) Any failure by the Servicer, 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, Sections 6.04, 6.05, or Section 6.06, or any breach by the Servicer 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 Servicer 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 6.07, immediately and automatically, without notice or grace period, constitute an Event of Default with respect to the Servicer under this Agreement and any applicable Reconstitution Agreement, and shall entitle the Owner or Depositor, as applicable, in its sole discretion to terminate the rights and obligations of the 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 Servicer; 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 Servicer, any Subservicer or any Subcontractor to deliver any information, report, certification or accountants’ letter when and as required under Section 6.04 or Section 6.06, including any failure by the Company to identify pursuant to Section 9.01(e)(vi)(B) any Subcontract “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 Servicer under this Agreement and any applicable Reconstitution Agreement, and shall entitle the Owner or Depositor, as applicable, in its sole discretion to terminate the rights and obligations of the Servicer under this Agreement and/or any applicable Reconstitution Agreement without payment (notwithstanding anything in this Agreement to the contrary) of any compensation to the Servicer; 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 Servicer shall promptly reimburse the Owner (or any designee of the Purchaser, such as a master servicer) and any Depositor, as applicable, for all reasonable expenses incurred by the Owner (or such designee) or such Depositor, as such are incurred, in connection with the termination of the Servicer 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 Owner 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 Servicer Records.

The Owner, or its designee, shall have the right to examine and audit any and all of the books, records, or other information of the Servicer, whether held by the Servicer 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 Owner shall pay its own 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 Servicer 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 Servicer 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

SERVICER TO COOPERATE

Section 7.01 Provision of Information.

During the term of this Agreement, the Servicer shall furnish to the Owner 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 reports or information not provided for herein as shall be necessary, reasonable, or appropriate with respect to the Owner or any regulatory agency will be provided at the Owner’s expense. All such reports, documents or information shall be provided by and in accordance with all reasonable instructions and directions which the Owner may give.

The Servicer shall execute and deliver all such instruments and take all such action as the Owner 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 Owner may make available to a prospective purchaser a Consolidated Statement of Operations of the Servicer 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 Servicer, upon request, also shall make available any comparable interim statements to the extent any such statements have been prepared by or on behalf of the Servicer (and are available upon request to members or stockholders of the Servicer or to the public at large).

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

ARTICLE VIII

THE SERVICER

Section 8.01 Indemnification; Third Party Claims.

The Servicer shall indemnify the Owner and hold it 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 Owner may sustain in any way related to the failure of the Servicer to perform its duties and service the Mortgage Loans in strict compliance with the terms of this Agreement. The Servicer immediately shall notify the Owner if a claim is made by a third party with respect to this Agreement or the Mortgage Loans, assume (with the prior written consent of the Owner) 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 Owner in respect of such claim. The Servicer shall follow any written instructions received from the Owner in connection with such claim. The Owner promptly shall reimburse the Servicer for all amounts advanced by it pursuant to the preceding sentence except when the claim is in any way related to the Servicer's repurchase obligation pursuant to Section 3.02, indemnification obligation pursuant to this Section 8.01, or the failure of the Servicer to service and administer the Mortgage Loans in strict compliance with the terms of this Agreement.

Section 8.02 Merger or Consolidation of the Servicer.

The Servicer 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 Servicer may be merged or consolidated, or any corporation resulting from any merger, conversion or consolidation to which the Servicer shall be a party, or any Person succeeding to the business of the Servicer, shall be the successor of the Servicer 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 which is a Fannie Mae/Freddie Mac-approved Servicer in good standing. Furthermore, in the event the Servicer transfers or otherwise disposes of all or substantially all of its assets to an affiliate of the Servicer, such affiliate shall satisfy the condition above, and shall also be fully liable to the Owner for all of the Servicer's obligations and liabilities hereunder.

Section 8.03 Limitation on Liability of Servicer and Others.

Neither the Servicer nor any of the directors, officers, employees or agents of the Servicer shall be under any liability to the Owner 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 Servicer 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 Servicer and any director, officer, employee or agent of the Servicer 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 Servicer 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 Servicer may, with the consent of the Owner, 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 Servicer shall be entitled to reimbursement from the Owner of the reasonable legal expenses and costs of such action.

Section 8.04 Limitation on Resignation and Assignment by Servicer.

The Owner has entered into this Agreement with the Servicer and subsequent purchasers will purchase the Mortgage Loans in reliance upon the independent status of the Servicer, 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 Servicer 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 Owner, which consent shall not be unreasonably withheld.

The Servicer shall not resign from the obligations and duties hereby imposed on it except by mutual consent of the Servicer and the Owner or upon the determination that its duties hereunder are no longer permissible under applicable law and such incapacity cannot be cured by the Servicer. Any such determination permitting the resignation of the Servicer shall be evidenced by an Opinion of Counsel to such effect delivered to the Owner which Opinion of Counsel shall be in form and substance acceptable to the Owner. No such resignation shall become effective until a successor shall have assumed the Servicer'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 Servicer either shall assign this Agreement or the servicing responsibilities hereunder or delegate its duties hereunder (other than pursuant to Section 4.01) or any portion thereof or sell or otherwise dispose of all or substantially all of its property or assets, without the prior written consent of the Owner, then the Owner 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 Servicer 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 Owner and the Servicer agree that with respect to some or all of the Mortgage Loans, the Owner, at its sole option, may effect Whole Loan Transfers, Agency Sales or Securitization Transactions, retaining the Servicer as the servicer thereof or subservicer if a master servicer is employed, or as applicable the "seller/servicer." On the Reconstitution Date, the Mortgage Loans transferred may cease to be serviced under this Agreement; provided, however, that, in the event that any Mortgage Loan transferred pursuant to this Section 9.01 is rejected by the transferee, the Servicer shall continue to service such rejected Mortgage Loan on behalf of the Owner in accordance with the terms and provisions of this Agreement.

The Servicer shall cooperate with the Owner in connection with each Whole Loan Transfer, Agency Sale or Securitization Transaction in accordance with this Section 9.01. In connection therewith:

(a)

the Servicer shall make all representations and warranties with respect to the Mortgage Loans in Section 6(b) of the Master Mortgage Loan Purchase Agreement as of the related Servicing Date and with respect to the Servicer itself as of the closing date of each Whole Loan Transfer, Agency Sale or Securitization Transaction;

(b)

the Servicer shall negotiate in good faith and execute any seller/servicer agreements, pooling and servicing agreement or assignment, assumption and recognition agreement required to effectuate the foregoing, provided such agreements create no greater obligation or cost on the part of the Servicer than otherwise set forth in this Agreement;

(c)

[reserved];

(d)the Servicer shall:

(i)

provide such additional representations, warranties, covenants, opinions of counsel, and certificates of public officials or officers of the Servicer as are reasonably believed necessary by the trustee, any Rating Agency or the Owner, as the case may be, in connection with such Whole Loan Transfers, Agency Sales or Securitization Transactions. The Owner shall pay all third party costs associated with the preparation of such information. The Servicer 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 Servicer and Servicer's counsel to review such seller/servicer agreements. Under this Agreement, the Servicer shall retain a Servicing Fee for each Mortgage Loan at the Servicing Fee Rate; and

(ii)

at any time as required by any Rating Agency, provide such additional documents from the related Retained Mortgage File to the Custodian as may be required by such Rating Agency within fifteen (15) Business Days of receipt of such request.

(e)

in connection with any Securitization Transaction, the Servicer, in its capacity as Seller under the Master Mortgage Loan Purchase Agreement, shall (1) within five (5) Business Days following request by the Owner or any Depositor, provide to the Owner 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 Owner and such Depositor, the information and materials specified in paragraphs (i), (ii), (iii) and (vii) of this subsection (e), and (2) as promptly as practicable following notice to or discovery by the Servicer, provide to the Owner and any Depositor (in writing and in form and substance reasonably satisfactory to the Owner and such Depositor) the information specified in paragraph (iv) of this subsection (e).

(i)

If so requested by the Owner or any Depositor, the Servicer, in its capacity as Seller under the Master Mortgage Loan Purchase Agreement, shall provide such information regarding (1) the Seller, 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, the Servicer, in its capacity as Servicer hereunder, shall provide such information regarding 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 Owner 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 Owner 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 Servicer, in its capacity as Seller under the Master Mortgage Loan Purchase Agreement or in its capacity as Servicer hereunder, each Third-Party Originator and each Subservicer; and

(D)

a description of any affiliation or relationship between the Servicer, in its capacity as Seller under the Master Mortgage Loan Purchase Agreement or in its capacity as Servicer hereunder, each Third-Party Originator, each Subservicer and any of the following parties to a Securitization Transaction, as such parties are identified to the Servicer by the Owner 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;

(8) any enhancement or support provider; and

(9) any other material transaction party.

(ii)

If so requested by the Owner or any Depositor, the Servicer, in its capacity as Seller under the Master Mortgage Loan Purchase Agreement, 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 Owner as provided below) originated by (1) the Servicer, in its capacity as Seller under the Master Mortgage Loan Purchase Agreement, if the Servicer, in its capacity as Seller under the Master Mortgage Loan Purchase Agreement, 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 Servicer (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 Servicer, in its capacity as Seller under the Master Mortgage Loan Purchase Agreement, (or Third-Party Orignator) Static Pool Information with respect to more than one mortgage loan type, the Owner 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 Servicer, in its capacity as Seller under the Master Mortgage Loan Purchase Agreement, and need not be customized for the Owner 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 Owner or the Depositor, as applicable.

If so requested by the Owner or any Depositor, the Servicer, in its capacity as Seller under the Master Mortgage Loan Purchase Agreement, 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 Owner or Depositor, as applicable, 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 Servicer’s (in its capacity as Seller under the Master Mortgage Loan Purchase Agreement) or Third-Party Originator’s originations or purchases, to calendar months commencing January 1, 2006, as the Owner or such Depositor shall reasonably request. Such statements and letters shall be addressed to and be for the benefit of such parties as the Owner 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 Owner or such Depositor.

(iii)

If so requested by the Owner or any Depositor, the Servicer shall provide such information regarding the Servicer, as servicer of the Mortgage Loans, and each Subservicer (each of the Servicer 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;

(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;

(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 Owner 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 Servicer shall (or shall cause each Subservicer and Third-Party Originator to) (a) notify the Owner and any Depositor in writing of (1) any material litigation or governmental proceedings pending against the Servicer, in its capacity as Seller under the Master Mortgage Loan Purchase Agreement or in its capacity as Servicer hereunder, any Subservicer or any Third-Party Originator and (2) any affiliations or relationships that develop following the closing date of a Securitization Transaction between the Servicer, in its capacity as Seller under the Master Mortgage Loan Purchase Agreement or in its capacity as Servicer hereunder, 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 (b) provide to the Owner and any Depositor a description of such proceedings, affiliations or relationships.

(v)

As a condition to the succession to the Servicer or any Subservicer as servicer or subservicer under this Agreement or any Reconstitution Agreement by any Person (a) into which the Servicer or such Subservicer may be merged or consolidated, or (b) which may be appointed as a successor to the Servicer or any Subservicer, the Servicer shall provide to the Owner and any Depositor, at least fifteen (15) calendar days prior to the effective date of such succession or appointment, (x) written notice to the Owner and any Depositor of such succession or appointment and (y) in writing and in form and substance reasonably satisfactory to the Owner and such Depositor, all information reasonably requested by the Owner 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 Servicer shall be deemed to represent to the Owner and to any Depositor, as of the date on which information is first provided to the Owner under this Section 9.01(e) that, except as disclosed in writing to the Owner or such Depositor prior to such date: (1) the Servicer 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 Servicer; (2) the Servicer has not 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; (3) no material noncompliance with the applicable servicing criteria with respect to other securitizations of residential mortgage loans involving the Servicer as servicer has been disclosed or reported by the Servicer; (4) no material changes to the Servicer’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 Servicer’s financial condition that could have a material adverse effect on the performance by the Servicer 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 Servicer (as Seller or Servicer), any Subservicer or any Third-Party Originator; and (7) there are no affiliations, relationships or transactions relating to the Servicer (as Seller or Servicer), 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 Owner or any Depositor on any date following the date on which information is first provided to the Owner or any Depositor under this Section 9.01(e), the Servicer 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 Servicer, as servicer, is obligated to provide pursuant to other provisions of this Agreement, if so requested by the Purchaser or any Depositor, the Servicer shall provide such information reasonably available to the Servicer 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 Servicer, in its capacity as Seller under the Master Mortgage Loan Purchase Agreement and in its capacity as Servicer hereunder, shall indemnify the Owner, each affiliate of the Owner, 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 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 4.26, 6.04(ii), 6.06, 9.01(d) and (e) by or on behalf of the Servicer, in its capacity as Seller under the Master Mortgage Loan Purchase Agreement or in its capacity as Servicer hereunder, or provided under Sections 4.26, 6.04(ii), 6.06, 9.01(d) and (e) by or on behalf of any Subservicer, Subcontractor or Third-Party Originator (collectively, the “Seller/Servicer Information”), or (B) the omission or alleged omission to state in the Seller/Servicer Information a material fact required to be stated in the Seller/Servicer 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 Seller/Servicer Information and not to any other information communicated in connection with a sale or purchase of securities, without regard to whether the Seller/Servicer Information or any portion thereof is presented together with or separately from such other information;

(ii)

any failure by the Servicer, in its capacity as Seller under the Master Mortgage Loan Purchase Agreement or in its capacity as Servicer hereunder, 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 4.26, 6.04(ii), 6.06, 9.01(d) and (e), including any failure by the Servicer to identify pursuant to Section 4.26(b) any Subcontractor “participating in the servicing function” within the meaning of Item 1122 of Regulation AB; or

(iii)

any breach by the Servicer 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 Servicer shall promptly reimburse the Owner, 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 each such party in order to obtain the information, report, certification, accountants’ letter or other material not delivered as required by the Seller/Servicer, any Subservicer, any Subcontractor or any Third-Party Originator.

(g)

The Owner and each Person who controls the Owner (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act) shall indemnify the Servicer, each affiliate of the Servicer, each Person who controls any of such parties or the Servicer (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 Servicer, 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 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 Servicer Information.

The Owner and the Servicer acknowledge and agree that the purpose of Section 9.01(e) is to facilitate compliance by the Owner and any Depositor with the provisions of Regulation AB and related rules and regulations of the Commission. Neither the Owner 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 Servicer 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 Owner 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 Servicer shall cooperate fully with the Owner to deliver to the Owner (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 Owner or any Depositor to permit the Owner or such Depositor to comply with the provisions of Regulation AB, together with such disclosures relating to the Servicer (as Seller or Servicer), any Subservicer, any Third-Party Originator and the Mortgage Loans, or the servicing of the Mortgage Loans, reasonably believed by the Owner or any Depositor to be necessary in order to effect such compliance.

In the event the Owner has elected to have the Servicer hold record title to the Mortgages, prior to the Reconstitution Date the Servicer shall prepare an Assignment of Mortgage in blank or to the trustee from the Servicer acceptable to the trustee for each Mortgage Loan that is part of the Whole Loan Transfers, Agency Sales or Securitization Transactions. The Owner shall pay all preparation and recording costs associated therewith, if the Assignments of Mortgage have not been previously prepared and recorded in the name of the Owner or its designee. The Servicer 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 Servicer's receipt thereof. Additionally, the Servicer shall prepare and execute, at the direction of the Owner, any note endorsements in connection with any and all seller/servicer agreements. If required at any time by a Rating Agency, Owner or successor owner in connection with any Whole Loan Transfer, Agency Sale or Securitization Transaction, the Servicer shall deliver such additional documents from its Retained Mortgage File within fifteen (15) Business Days, upon receipt of request by the Owner, to the Custodian, successor owner or other designee of the Owner as said Rating Agency, Owner or successor owner may require.

All Mortgage Loans (i) not sold or transferred pursuant to Whole Loan Transfers, Agency Sales or Securitization Transactions or (ii) that are subject to a Securitization Transaction 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.

ARTICLE X

DEFAULT

Section 10.01 Events of Default.

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

(i)

any failure by the Servicer to remit to the Owner any payment required to be made under the terms of this Agreement which continues unremedied for a period of two (2) Business Days after the date upon which written notice of such failure, requiring the same to be remedied, shall have been given to the Servicer by the Owner; or

(ii)

failure by the Servicer duly to observe or perform in any material respect any other of the covenants or agreements on the part of the Servicer set forth in this Agreement or in the Custodial Agreement which continues unremedied for a period of thirty (30) days after the date on which written notice of such failure, requiring the same to be remedied, shall have been given to the Servicer by the Owner or by the Custodian; provided the Servicer shall have additional time to remedy such failure if reasonably requested by the Servicer, and upon proof by the Servicer that it is diligently seeking to remedy such failure; provided that such initial and additional cure period shall not exceed sixty (60) days in the aggregate; or

(iii)

failure by the Servicer 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 Servicer and such decree or order shall have remained in force undischarged or unstayed for a period of sixty (60) days; or

(v)

the Servicer 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 Servicer or of or relating to all or substantially all of its property; or

(vi)

the Servicer 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 Servicer ceases to meet the qualifications of a Fannie Mae/Freddie Mac servicer; or

(viii)

the Servicer 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; or

(ix)

failure by the Servicer to duly perform, within the required time period, its obligations under Sections 6.04, 6.05, 6.06 or 9.01(c), which failure continues unremedied for a period of fifteen (15) days after the date on which written notice of such failure, requiring the same to be remedied, shall have been given to the Servicer by the Owner.

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

Upon receipt by the Servicer of such written notice, all authority and power of the Servicer 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 Owner, the Servicer shall prepare, execute and deliver to the successor entity designated by the Owner 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, at the Servicer's sole expense. The Servicer shall cooperate with the Owner and such successor in effecting the termination of the Servicer'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 Servicer to the Custodial Account, 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 Owner may waive any default by the Servicer 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 Servicer and the Owner in writing.

Section 11.02 Termination Without Cause.

The Owner may terminate, at its sole option, any rights the Servicer 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 Servicer by registered mail as provided in Section 12.05.

The Servicer shall be entitled to receive, as such liquidated damages, upon the transfer of the servicing rights, an amount equal to: (i) 2.75% of the aggregate outstanding principal amount of the Mortgage Loans as of the termination date paid by the Owner to the Servicer with respect to all of the Mortgage Loans for which a servicing fee rate of .25% is paid per annum, (ii) 3.25% of the aggregate outstanding principal amount of the Mortgage Loans as of the termination date paid by the Owner to the Servicer with respect to all of the Mortgage Loans for which a servicing fee rate of .375% is paid per annum, and (iii) 3.75% of the aggregate outstanding principal amount of the Mortgage Loans as of the termination date paid by the Owner to the Servicer with respect to all of the Mortgage Loans for which a servicing fee rate of .44% or greater is paid per annum.

ARTICLE XII

MISCELLANEOUS PROVISIONS

Section 12.01 Successor to Servicer.

Prior to termination of the Servicer's responsibilities and duties under this Agreement pursuant to Sections 8.04, 10.01, 11.01(ii) or Section 11.02 the Owner shall, (i) succeed to and assume all of the Servicer'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 Servicer under this Agreement prior to the termination of Servicer's responsibilities, duties and liabilities under this Agreement. In connection with such appointment and assumption, the Owner 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 Servicer's duties, responsibilities and liabilities under this Agreement should be terminated pursuant to the aforementioned sections, the Servicer 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 Servicer 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 Servicer of the representations and warranties made pursuant to Section 3.01 of this Agreement or the Seller of the representations and warranties made in the Master Mortgage Loan Purchase Agreement and the remedies available to the Owner under Section 3.02 and 8.01 of this Agreement or under the Master Mortgage Loan Purchase Agreement, it being understood and agreed that the provisions of Sections 3.01, 3.02 and 8.01 of this Agreement and the representations and warranty and remedy sections of the Master Mortgage Loan Purchase Agreement shall be applicable to the Servicer and the Seller, as applicable, notwithstanding any such sale, assignment, resignation or termination of the Servicer, or the termination of this Agreement.

Any successor appointed as provided herein shall execute, acknowledge and deliver to the Servicer and to the Owner an instrument accepting such appointment, wherein the successor shall make the representations and warranties set forth in Section 3.01, whereupon such successor shall become fully vested with all the rights, powers, duties, responsibilities, obligations and liabilities of the Servicer, with like effect as if originally named as a party to this Agreement. Any termination or resignation of the Servicer or termination of this Agreement pursuant to Section 8.04, 10.01, 11.01 or 11.02 shall not affect any claims that any Owner may have against the Servicer arising out of the Servicer's actions or failure to act prior to any such termination or resignation.

The Servicer shall deliver promptly to the successor servicer the funds in the Custodial Account, Subsidy Account and Escrow Account and all Retained Mortgage Files, Servicing Files and related documents and statements held by it hereunder and the Servicer 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 Servicer.

Upon a successor's acceptance of appointment as such, the Servicer shall notify by mail the Owner 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 Servicer and the Owner.

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.

Section 12.04 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 Owner.

Section 12.05 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 Servicer:

Wells Fargo Bank, N.A.

1 Home Campus

Des Moines, IA 50328-0001

Attention: John B. Brown, MAC X2401-042

Fax: 515/213-7121

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 Owner in writing by the Servicer;

(ii) if to Owner:

Citigroup Global Markets Realty Corp.

390 Greenwich Street, 6^th Floor

New York, New York 10013

Attention: Peter D. Steinmetz

or such other address as may hereafter be furnished to the Servicer in writing by the Owner;

Section 12.06 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 12.07 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 Servicer shall be rendered as an independent contractor and not as agent for the Owner.

Section 12.08 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 Servicer and the Owner and their respective successors and assigns.

Section 12.09 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 Servicer's expense in the event recordation is either necessary under applicable law or requested by the Owner at its sole option.

Section 12.10 Assignment by Owner.

The Owner shall have the right, without the consent of the Servicer 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 Owner hereunder, by executing an Assignment, Assumption and Recognition Agreement substantially in the form attached as Exhibit F, and the assignee or designee shall accede to the rights and obligations hereunder of the Owner with respect to such Mortgage Loans. All references to the Owner in this Agreement shall be deemed to include its assignee or designee.

Section 12.11 Solicitation of Mortgagor.

Neither party shall, after the Servicing Date, take any action to solicit the refinancing of any Mortgage Loan. It is understood and agreed that neither (1) 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 12.12 Further Agreements.

The Owner and the Servicer 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 12.13 Third Party Beneficiary.

For purposes of this Agreement, any master servicer shall be considered a third party beneficiary to this Agreement entitled to all the rights and benefits accruing to any master servicer herein as if it were a direct party to this Agreement.

Section 12.14 Opinion of Counsel.

Upon execution of this Agreement, and upon reasonable request by the Owner, on each Servicing Date, the Servicer shall provide an Opinion of Counsel in the form attached hereto as Exhibit G.

[Intentionally Blank - Next Page Signature Page]

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

CITIGROUP GLOBAL MARKETS REALTY CORP. Owner			WELLS FARGO BANK, N.A. Servicer


By:			By:
Name:			Name:
Title:			Title:

STATE OF	)
	)	ss.:
COUNTY OF___________	)

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	)
	)	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 the ______________________________ of Citigroup Global Markets Realty Corp., the corporation that executed the within instrument and also known to me to be the person who executed it on behalf of said corporation, and acknowledged to me that such corporation 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 ACKNOWLEDGMENT AGREEMENT

THIS ACKNOWLEDGMENT AGREEMENT, dated as of _____________, (the “Closing Date”), between @, (“Owner”), and @, (“Servicer”), (together, the “Parties”).

W I T N E S S E T H:

WHEREAS, Owner has purchased certain mortgage loans [on a servicing released basis] [on a servicing retained basis] identified on Schedule I attached hereto, (the “Mortgage Loans”).

WHEREAS, the Owner desires to retain Servicer to service and provide management and disposition services for the Mortgage Loans on behalf of the Owner pursuant to the terms of that certain Amended and Restated Flow Servicing Agreement by and between the Owner and the Servicer dated as March 1, 2006 (the “Servicing Agreement”);

NOW THEREFORE, for and in consideration of the mutual premises set forth herein and other good and valuable consideration the receipt and sufficiency of which hereby are acknowledged, and of the mutual covenants herein contained, the parties hereto hereby agree as follows:

1. Unless otherwise amended by this Acknowledgment Agreement, all provisions of the Servicing Agreement shall apply to the servicing of the Mortgage Loans.

2. The Servicing Fee Rate with respect to the Mortgage Loans shall be @%.

3. The Cut-off Date with respect to the Mortgage Loans shall be _________, 20__.

4. Capitalized terms not otherwise defined herein shall have the meanings assigned under the Servicing Agreement.

5. This Agreement shall be governed by and construed in accordance with the laws of the State of New York, without regard to principals of conflicts of law other than Section 5-1401 of the New York General Obligations Law which shall govern.

6. This Agreement may be executed in any number of counterparts, each of which shall be an original, but all of which together shall constitute one instrument.

[SIGNATURES APPEAR ON NEXT PAGE]

IN WITNESS WHEREOF, the parties hereto have caused this Acknowledgment Agreement to be duly executed on their behalf by the undersigned, duly authorized, as of the day and year first above written.

@. Owner

By:
Name:
Title:


WELLS FARGO BANK, N.A. Servicer

By:
Name:
Title:

Schedule I

EXHIBIT B

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 Owner and any prospective owner, and which shall be retained by the Servicer in the Retained Mortgage File or Servicing File or delivered to the Custodian pursuant to Sections 2.01 and 2.03 of the Amended and Restated Flow Servicing Agreement to which this Exhibit is attached (the "Agreement"):

With respect to each Custodial Mortgage File:

(a)

The original Mortgage Note bearing all intervening endorsements, endorsed "Pay to the order of without recourse" and signed in the name of the Servicer by an authorized officer (in the event that the Mortgage Loan was acquired by the Servicer in a merger, the signature must be in the following form: "[Servicer], successor by merger to [name of predecessor]"; and in the event that the Mortgage Loan was acquired or originated by the Servicer while doing business under another name, the signature must be in the following form: "[Servicer], formerly known as [previous name]"); or

(b)

If applicable, 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.

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.

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 Owner. If the Assignment of Mortgage is to be recorded, the Mortgage shall be assigned to the Owner. 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 Servicer in a merger, the Assignment of Mortgage must be made by "[Servicer], successor by merger to [name of predecessor]." If the Mortgage Loan was acquired or originated by the Servicer while doing business under another name, the Assignment of Mortgage must be by "[Servicer], 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 Servicer shall take all actions as are necessary to cause the Owner 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.

The original of any guarantee executed in connection with the Mortgage Note.

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

With respect to each Retained Mortgage File:

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 Servicer cannot deliver or cause to be delivered the original Mortgage with evidence of recording thereon on or prior to the Servicing 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 Servicer 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 Servicer; 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 will be promptly delivered to the Custodian upon receipt thereof by the Servicer.

For each MERS Mortgage Loan, the original Mortgage, noting the presence of the MIN for that Mortgage Loan and either language indicating that the Mortgage Loan was originated in the name of MERS, or if the Mortgage Loan was not originated in the name of MERS, the original Mortgage and the assignment to MERS, with evidence of recording thereon. Further, with respect to MERS Mortgage Loans, (a) the Mortgage names MERS as the Mortgagee and (b) the requirements set forth in the Electronic Tracking Agreement have been satisfied, with a conformed recorded copy to follow as soon as the same is received by the Servicer.

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 Servicer shall deliver or cause to be delivered to the Custodian, a 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 the 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 tht 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 Servicer; 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 will be promptly delivered to the Custodian upon receipt thereof by the Servicer.

The electronic form of PMI Policy as identified by certificate number.

The original mortgagee policy of title insurance or other evidence of title such as a copy of the title commitment or copy of the preliminary title commitment.

10.

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

11.

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 Owner;

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

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;

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 Servicer or in the possession of the Servicer’s agent(s):

12.

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

13.

Residential loan application.

14.

Mortgage Loan closing statement.

15.

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

16.

Verification of acceptable evidence of source and amount of down payment, including any related asset verification, if applicable.

17.

Credit report on the Mortgagor.

18.

Residential appraisal report, including the related completion certificate, if applicable.

19.

Photograph of the Mortgaged Property.

20.

Survey of the Mortgage property, if required by the title company or applicable law.

21.

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.

22.

All required disclosure statements.

23.

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

24.

Sales contract, if applicable.

25.

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

26.

Amortization schedule, if available.

27.

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

28. Original power of attorney, if applicable.

In the event an Officer's Certificate of the Servicer is delivered to the Custodian because of a delay caused by the public recording office in returning any recorded document, the Servicer shall deliver to the Custodian, within 240 days of the Servicing 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 Servicer 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 C

SERVICING CRITERIA TO BE ADDRESSED

IN ASSESSMENT OF COMPLIANCE

Reg AB Reference	Servicing Criteria	Applicable Servicing Criteria	Inapplicable Servicing Criteria
	General Servicing Considerations
1122(d)(1)(i)	Policies and procedures are instituted to monitor any performance or other triggers and events of default in accordance with the transaction agreements.	X
1122(d)(1)(ii)	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 servicing activities.	X
1122(d)(1)(iii)	Any requirements in the transaction agreements to maintain a back-up servicer for the mortgage loans are maintained.		X
1122(d)(1)(iv)	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 transaction agreements.	X
	Cash Collection and Administration
1122(d)(2)(i)	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 number of days specified in the transaction agreements.	X
1122(d)(2)(ii)	Disbursements made via wire transfer on behalf of an obligor or to an investor are made only by authorized personnel.	X
1122(d)(2)(iii)	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 specified in the transaction agreements.	X
1122(d)(2)(iv)	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 transaction agreements.	X
1122(d)(2)(v)	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 Securities Exchange Act.	X
1122(d)(2)(vi)	Unissued checks are safeguarded so as to prevent unauthorized access.	X
1122(d)(2)(vii)	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 transaction agreements.	X
	Investor Remittances and Reporting
1122(d)(3)(i)	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 of mortgage loans serviced by the Servicer.	X
1122(d)(3)(ii)	Amounts due to investors are allocated and remitted in accordance with timeframes, distribution priority and other terms set forth in the transaction agreements.	X
1122(d)(3)(iii)	Disbursements made to an investor are posted within two business days to the Servicer’s investor records, or such other number of days specified in the transaction agreements.	X
1122(d)(3)(iv)	Amounts remitted to investors per the investor reports agree with cancelled checks, or other form of payment, or custodial bank statements.	X
	Pool Asset Administration
1122(d)(4)(i)	Collateral or security on mortgage loans is maintained as required by the transaction agreements or related mortgage loan documents.	X
1122(d)(4)(ii)	Mortgage loan and related documents are safeguarded as required by the transaction agreements	X
1122(d)(4)(iii)	Any additions, removals or substitutions to the asset pool are made, reviewed and approved in accordance with any conditions or requirements in the transaction agreements.	X
1122(d)(4)(iv)	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 accordance with the related mortgage loan documents.	X
1122(d)(4)(v)	The Servicer’s records regarding the mortgage loans agree with the Servicer’s records with respect to an obligor’s unpaid principal balance.	X
1122(d)(4)(vi)	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 asset documents.	X
1122(d)(4)(vii)	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 requirements established by the transaction agreements.	X
1122(d)(4)(viii)	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 or unemployment).	X
1122(d)(4)(ix)	Adjustments to interest rates or rates of return for mortgage loans with variable rates are computed based on the related mortgage loan documents.	X
1122(d)(4)(x)	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 of days specified in the transaction agreements.	X
1122(d)(4)(xi)	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 transaction agreements.	X
1122(d)(4)(xii)	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 was due to the obligor’s error or omission.	X
1122(d)(4)(xiii)	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 transaction agreements.	X
1122(d)(4)(xiv)	Delinquencies, charge-offs and uncollectible accounts are recognized and recorded in accordance with the transaction agreements.	X
1122(d)(4)(xv)	Any external enhancement or other support, identified in Item 1114(a)(1) through (3) or Item 1115 of Regulation AB, is maintained as set forth in the transaction agreements.		X

EXHIBIT D

FORM OF 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 Owner], [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; 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 E

[RESERVED]

EXHIBIT F

ASSIGNMENT, ASSUMPTION AND RECOGNITION AGREEMENT

____________, 20__

ASSIGNMENT, ASSUMPTION AND RECOGNITION AGREEMENT, dated ___________________, 20__ between _________________, a _________________ corporation having an office at _________________ ("Assignor") and _________________, having an office at _________________ ("Assignee"):

For and in consideration of the sum of one dollar ($1.00) and other valuable consideration the receipt and sufficiency of which are hereby acknowledge, 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 Owner, in, to and under that certain Master Mortgage Loan Purchase Agreement and the Servicing Agreement, (the "Servicing Agreement"), each dated as of _________________, by and between _________________ (the "Owner"), and _________________ (the "Servicer"), and the Mortgage Loans delivered thereunder by the Servicer to the Assignor, and that certain Custodial Agreement, (the "Custodial Agreement"), dated as of _________________, by and among the Servicer, the Owner and _________________ (the "Custodian").

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;

b. The Assignor has not received notice of, and has no knowledge of, any offsets, counterclaims or other defenses available to the Servicer with respect to the Servicing Agreement 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 Servicing Agreement, the Custodial Agreement or the Mortgage Loans, including without limitation the transfer of the servicing obligations under the 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 Servicing Agreement 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 "33 Act") or which would render the disposition of the Mortgage Loans a violation of Section 5 of the 33 Act or require registration pursuant thereto.

3. That Assignee warrants and represent to, and covenants with, the Assignor and the Servicer pursuant to Section 12.10 of the Servicing Agreement that:

a. The Assignee agrees to be bound, as Owner, by all of the terms, covenants and conditions of the Servicing Agreement, the Mortgage Loans and the Custodial Agreement, and from and after the date hereof;

b. The Assignee understands that the Mortgage Loans have not been registered under the 33 Act or the securities laws of any state;

c. 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 US Securities and Exchange Commission Regulation D, promulgated under the 1933 Act;

d. 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;

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

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



	Attention: _________________

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



	Attention: _________________

4. From and after the date hereof, the Servicer shall note the transfer of the Mortgage Loans to the Assignee in its books and records, the Servicer shall recognize the Assignee as the owner of the Mortgage Loans and the Servicer shall service the Mortgage Loans for the benefit of the Assignee pursuant to the Servicing Agreement, the terms of which are incorporated herein by reference. It is the intention of the Assignor, the Servicer and the Assignee that the Servicing Agreement shall be binding upon and inure to the benefit of the Servicer and the Assignee and their respective successors and assigns.

[Signatures Follow]

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:
Tax Payer Identification No.:			Tax Payer Identification No.:

EXHIBIT G

FORM OF OPINION OF COUNSEL

Re:	Wells Fargo Bank, N.A.
	Mortgage Loan [Series/Pool] @

Dear Sir/Madam:

I am @ of Wells Fargo Bank, N.A. and have acted as counsel to Wells Fargo Bank, N.A. (the “Servicer”), with respect to certain matters in connection with the servicing by the Servicer of the mortgage loans (the “Mortgage Loans”) pursuant to that certain Flow Servicing Agreement by and between the Servicer and Citigroup Global Markets Realty Corp. (the “Owner”), dated as of March 1, 2006, (the “Servicing Agreement”). Capitalized terms not otherwise defined herein have the meanings set forth in the Servicing Agreement.

I have examined the following documents:

1.	the Servicing Agreement;

2.	the Commitment Letter; and

3.	such other documents, records and papers as I have deemed necessary and relevant as a basis for this opinion (collectively with the Servicing Agreement and Commitment Letter, the “Agreements”).

To the extent I have deemed necessary and proper, I have relied upon the representations and warranties of the Servicer contained in the Agreements. I have assumed the authenticity of all documents submitted to me as originals, the genuineness of all signatures, the legal capacity of natural persons and the conformity to the originals of all documents.

Based upon the foregoing, it is my opinion that:

1.	The Servicer is a national banking association duly organized, validly existing and in good standing under the laws of the United States.

2.	The Servicer has the power to engage in the transactions contemplated by the Agreements and all requisite power, authority and legal right to execute and deliver the Agreements and to perform and observe the terms and conditions of such instruments.

Each person who, as an officer or attorney-in-fact of the Servicer, signed (a) the Agreements, by and between the Servicer and the Owner, and (b) any other document delivered prior hereto or on the date hereof in connection with the servicing of the Mortgage Loans in accordance with the Agreements was, at the respective times of such signing and delivery, and is, as of the date hereof, duly elected or appointed, qualified and acting as such officer or attorney-in-fact, and the signatures of such persons appearing on such documents are their genuine signatures.

Each of the Agreements has been duly authorized, executed and delivered by the Servicer and is a legal, valid and binding agreement enforceable in accordance with its terms, subject to the effect of insolvency, liquidation, conservatorship and other similar laws administered by the Federal Deposit Insurance Corporation affecting the enforcement of contract obligations of insured banks and subject to the application of the rules of equity, including those respecting the availability of specific performance, none of which will materially interfere with the realization of the benefits provided thereunder.

The Servicer has been duly authorized to allow any of its officers to execute any and all documents by original or facsimile signature in order to complete the transactions contemplated by the Agreements and in order to execute the endorsements to the Mortgage Notes and the assignments of the Mortgages, and the original or facsimile signature of the officer at the Servicer executing the Agreements and the assignments of the Mortgages represents the legal and valid signature of said officer of the Servicer.

Either (i) no consent, approval, authorization or order of any court or governmental agency or body is required for the execution, delivery and performance by the Servicer of or compliance by the Servicer with the Agreements or the consummation of the transactions contemplated by the Agreements; or (ii) any required consent, approval, authorization or order has been obtained by the Servicer.

Neither the consummation of the transactions contemplated by, nor the fulfillment of the terms of the Agreements, will conflict with or results in or will result in a breach of or constitutes or will constitute a default under the charter or by-laws of the Servicer, the terms of any indenture or other agreement or instrument to which the Servicer is a party or by which it is bound or to which it is subject, or violates any statute or order, rule, regulations, writ, injunction or decree of any court, governmental authority or regulatory body to which the Servicer is subject or by which it is bound.

There is no action, suit, proceeding or investigation pending or, to the best of my knowledge, threatened against the Servicer which, in my opinion, 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 Servicer or in any material impairment of the right or ability of the Servicer to carry on its business substantially as now conducted or in any material liability on the part of the Servicer or which would draw into question the validity of the Agreements, or of any action taken or to be taken in connection with the transactions contemplated thereby, or which would be likely to impair materially the ability of the Servicer to perform under the terms of the Agreements.

Sincerely,

@/@

EXHIBIT 99.2

FIRST AMENDMENT TO

AMENDED AND RESTATED FLOW SERVICING AGREEMENT

THIS FIRST AMENDMENT TO AMENDED AND RESTATED FLOW SERVICING AGREEMENT (“First Amendment”) dated as of August 1, 2006, by and between Citigroup Global Markets Realty Corp. (“Owner”) and Wells Fargo Bank, N.A. (“Servicer”).

WHEREAS, the Owner and the Servicer have entered into an Amended and Restated Flow Servicing Agreement dated as of March 1, 2006, as amended (the “Agreement”), which prescribes the manner of servicing and control of certain Mortgage Loans owned by the Owner and serviced by the Servicer;

WHEREAS, the Owner and the Servicer wish to amend provisions of the Agreement as provided herein; and

WHEREAS, capitalized terms not otherwise defined herein shall have the meanings set forth in the Agreement.

1. Section 4.01 (Servicer to Act as Servicer) of the Agreement is hereby amended by:

a. inserting the phrase “, other than Servicing Advances,” immediately after the words “any future advances”, in the first sentence of the second paragraph; and

b. inserting the phrase “, reduce or increase the outstanding principal balance” immediately after the phrase “forgive the payment of principal”, in the second sentence of the second paragraph; and

c. replacing the word “The” at the beginning of the third sentence of the second paragraph with “the” and inserting the phrase “In the event that no default exists or is imminent,” prior to the words “the Servicer shall request”.

2. Section 4.02 (Liquidation of Mortgage Loans) of the Agreement is hereby amended by:

a. deleting the second and third sentences of the first paragraph of such Section and replacing them with the following:

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 ninety (90) days or any other default continues for a period of ninety (90) days beyond the expiration of any grace or cure period, the Servicer shall commence foreclosure proceedings; and

b. inserting the following sentence at the end of the first paragraph:“

In addition, if the Servicer reasonably believes that Liquidation Proceeds with respect to any such Mortgage Loan would not exceed by an appreciable amount the costs and expenses of a foreclosure action, such Mortgage Loan will be charged-off and will become a liquidated loan. Once a Mortgage Loan has been charged off (a “Charged Off Loan”), the Servicer shall discontinue making Monthly Advances, and shall not be entitled to any additional servicing compensation. Prior to charging off any Mortgage Loan, the Servicer shall follow the procedures described below.

In connection with the foregoing, prior to charging off any Mortgage Loan, the Servicer shall submit to the Purchaser a request for a charge off of the related Mortgage Loan, which request shall include a financial analysis justifying such charge off (as opposed to pursuing a foreclosure action). Such analysis must include the documentation supporting the property value used in such determination. In addition, the request shall be submitted to the Purchaser or its designee in writing in the month prior to the month in which the Servicer is requesting the related charge off. The Purchaser or its designee shall respond to such charge off request within ten (10) Business Days following the submission of such request; provided that the Servicer shall not proceed with any such charge off in the event the Purchaser or its designee fails to respond within such ten (10) Business Day period. Once a Mortgage Loan is charged off, the Servicer shall notify the Purchaser or its designee in the report delivered pursuant to Section 5.02 of this Agreement.

The Servicer will not be entitled to any Servicing Fees or reimbursement of expenses in connection with any Charged Off Loans except to the extent of funds available from the aggregate amount of recoveries on such Charged Off Loan which may be paid to the Servicer in respect of any accrued and unpaid Servicing Fees. The Servicer will only be entitled to previously accrued Servicing Fees on any such Charged Off Loans and will not be entitled to receive any future unaccrued Servicing Fees or expenses from collections on such Charged Off Loans. Any recoveries on such Charged Off Loans (net of any such previously accrued and unpaid Servicing Fees) will be treated as Liquidation Proceeds distributable to the Purchaser.

The Purchaser may designate any servicer to service any such Charged Off Loan and may sell any such Charged Off Loan to a third party. Notwithstanding the foregoing, the procedures described above relating to the treatment of Charged Off Loans may be modified at any time at the discretion of the Purchaser, with the reasonable consent of Servicer.

3. Section 4.04 (Establishment of and Deposits to Custodial Account) of the Agreement is amended by deleting the reference to “one (1) Business Day” in the second paragraph thereof and replacing it with “two (2) Business Days”.

4. Section 4.06 (Establishment of and Deposits to Escrow Account) of the Agreement is amended by deleting the reference to “one (1) Business Day” in the second paragraph thereof and replacing it with “two (2) Business Days”.

5. Section 5.02 (Statements to the Owner) of the Agreement is deleted in its entirety and replaced with the following:

“With respect to the Owned Mortgage Loans and the Purchased Mortgage Loans that have the Principal Prepayment Period set forth in clause (B) of such definition, not later than the tenth (10th) calendar day of each month, the Servicer shall furnish to the Owner a monthly remittance advice, with a trial balance report attached thereto, as to the remittance period ending on the last day of the preceding month. With respect to the Purchased Mortgage Loans that have the Principal Prepayment Period set forth in clause (A) of such definition not later than the tenth (10th) calendar day of each month, the Servicer shall furnish to the Owner a preliminary monthly remittance advice, with a trial balance report attached thereto, as to the remittance period ending on the last day of the preceding month and a final monthly remittance advice, with a trial balance report attached thereto, as to the remittance period ending on the last day of the preceding month two (2) Business Days following the end of the Principal Prepayment Period.”

6. Section 6.02 (Satisfaction of Mortgages and Release of Retained Mortgage Files) of the Agreement is amended by:

a. deleting the first sentence of the second paragraph in its entirety and replace it with the following:

“With respect to each Owned Mortgage Loan, if the Servicer satisfies or releases the lien of a Mortgage without first having obtained payment in full of the indebtedness secured by the Mortgage (other than as a result of a modification of the Mortgage pursuant to this Agreement or a liquidation of the Mortgaged Property pursuant to the terms of this Agreement) or should the Servicer otherwise prejudice any rights the Owner may have under the mortgage instruments, upon written demand of the Owner, the Servicer 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 Owner.”

b. deleting the first sentence of the third paragraph in its entirety and replace it with the following:

"With respect to each Purchased Mortgage Loan, if the Servicer satisfies or releases the lien of a Mortgage without first having obtained payment in full of the indebtedness secured by the Mortgage (other than as a result of a modification of the Mortgage pursuant to this Agreement or a liquidation of the Mortgaged Property pursuant to the terms of this Agreement) or should the Servicer otherwise prejudice any rights the Owner may have under the mortgage instruments, upon written demand of the Owner, the Servicer shall deposit in the Custodial Account the entire outstanding principal balance, plus all accrued interest on such Mortgage Loan, on the day preceding the Remittance Date in the month following the date of such release.”

7. Section 6.05 (Annual Independent Public Accountant’s Servicing Report) of the Agreement is deleted in its entirety and replace with the following:

“[RESERVED]”

8. Section 6.06 (Report on Assessment of Compliance and Attestation) of the Agreement is amended by replacing the subclause (a) with the following:

“(a) On or before March 1 of each calendar year, commencing in 2007, the Servicer shall:”

9. Except as modified by this First Amendment, all terms, conditions, representations and warranties of the Agreement and any previously executed amendments or related agreements shall remain in full force and effect. If any term or condition of this First Amendment is in conflict with any term or condition of the Agreement, the terms of this First Amendment shall control.

10. This First Amendment 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.

[Signatures Follow]

IN WITNESS WHEREOF, the Servicer and the Owner have caused their names to be signed to the First Amendment by their respective officers, duly authorized as of the day and year first above written.

CITIGROUP GLOBAL MARKETS REALTY CORP.		WELLS FARGO BANK, N.A.
Owner		Servicer

By:	/s/ Richard Annichiarico	By:	/s/ Kelly Butler

Name:	Richard Annichiarico	Name:	Kelly Butler

Title:	Authorized Agent	Title:	Assistant Vice President

ASSIGNMENT, ASSUMPTION AND RECOGNITION AGREEMENT

This Assignment, Assumption and Recognition Agreement (this “AAR Agreement”) is made and entered into as of February 28, 2006 (the “Closing Date”), among Citigroup Global Markets Realty Corp., (the “Assignor”), Alesco Loan Holdings Trust (the “Assignee”) and Wells Fargo Bank, N.A. (the “Company”).

For and in consideration of the sum of good and valuable consideration the receipt and sufficiency of which is hereby acknowledged, and of the mutual covenants herein contained, the parties hereto hereby agree as follows:

Assignment and Conveyance

1. The Assignor hereby conveys, sells, grants, transfers and assigns to the Assignee all of the right, title and interest of the Assignor, as purchaser, in, to and under (a) those certain mortgage loans listed on the schedule attached hereto as Attachment 1-A-1 (the “Attachment 1-A-1 Mortgage Loans”), Attachment 1-A-2 (the “Attachment 1-A-2 Mortgage Loans”) and Attachment 1-A-3 (the “Attachment 1-A-3 Mortgage Loans”, and collectively with the Attachment 1-A-1 Mortgage Loans and Attachment 1-A-2 Mortgage Loans, the “Attachment 1-A Mortgage Loans”), (b) except as described below and to the extent of the Attachment 1-A-1 Mortgage Loans, that certain Seller’s Warranties and Servicing Agreement dated as of June 1, 2005 (the “June SWSA”) between the Company and the Assignor, (c) except as described below and to the extent of the Attachment 1-A-2 Mortgage Loans, that certain Seller’s Warranties and Servicing Agreement dated as of July 1, 2005 (the “First July SWSA”) between the Company and the Assignor, (d) except as described below and to the extent of the Attachment 1-A-3 Mortgage Loans, that certain Seller’s Warranties and Servicing Agreement dated as of July 1, 2005 (the “Second July SWSA”) between the Company and the Assignor and (e) the Flow Servicing Agreement dated as of November 1, 2005, as amended (the “Servicing Agreement”, together with the June SWSA, the First July SWSA and the Second July SWSA, the “Agreements”) between the Assignor, as owner and the Company, as servicer to the extent of the Attachment 1-A Mortgage Loans and the mortgage loans set forth on Attachment 1-B hereto (the “Attachment 1-B Mortgage Loans”). The Attachment 1-A Mortgage Loans and Attachment 1-B Mortgage Loans shall be referred to herein collectively as the “Mortgage Loans”. All of the Mortgage Loans shall be serviced pursuant to the Servicing Agreement.

The Assignor specifically reserves and does not assign to the Assignee hereunder any right, title and interest in, to and under and any mortgage loans subject to the Agreements which are not the Mortgage Loans set forth on Attachment 1-A-1, Attachment 1-A-2, Attachment 1-A-3 or Attachment 1-B (the “Mortgage Loan Schedules”) and are not the subject of this AAR Agreement. In addition, the Assignor specifically reserves and does not assign, the right to enforce the representations and warranties set forth in Section 3.02 of each of the June SWSA, the First July SWSA and the Second July SWSA with respect to the related Mortgage Loans, and the remedies set forth in Section 3.03 of each of the June SWSA, the First July SWSA and the Second July SWSA.

The Assignor and the Assignee each hereby retain the right to enforce the representations and warranties set forth in Section 3.01 of each of the June SWSA, the First July SWSA and the Second July SWSA with respect to the Attachment 1-A-1 Mortgage Loans, Attachment 1-A-2 Mortgage Loans and Attachment 1-A-3 Mortgage Loans, respectively, and Section 3.01 of the Servicing Agreement with respect to the Attachment 1-B Mortgage Loans with respect to the Company; provided, however, that in no event shall the Company be required to pay the Repurchase Price with respect to any Mortgage Loan more than once in connection with the repurchase of a Mortgage Loan pursuant to Section 3.03 of each of the June SWSA, the First July SWSA and the Second July SWSA.

Representations and Warranties

2. Assignor warrants and represents to Assignee and Company as of the Closing Date:

(a) Attached hereto as Attachment 2 are true and accurate copies of the Agreements, which Agreements are in full force and effect as of the Closing Date and the provisions of which have not been waived, amended or modified in any respect, except as contemplated herein, nor has any notice of termination been given thereunder;

(b) Assignor is the lawful owner of the Mortgage Loans with full right to transfer the Mortgage Loans and any and all of its interests, rights and obligations under the Agreements free and clear of any and all claims and encumbrances; and upon the transfer of the Mortgage Loans to Assignee, Assignee shall have good title to the Mortgage Loans free and clear of any and all liens, claims and encumbrances;

(c) Assignor is duly organized, validly existing and in good standing under the laws of the jurisdiction of its incorporation, and has all requisite power and authority to sell, transfer and assign the Mortgage Loans;

(d) Assignor has full corporate power and authority to execute, deliver and perform its obligations under this AAR Agreement, and to consummate the transactions set forth herein. The consummation of the transactions contemplated by this AAR Agreement is in the ordinary course of Assignor’s business and will not conflict with, or result in a breach of, any of the terms, conditions or provisions of Assignor’s certificate of incorporation or by-laws or any legal restriction, or any material agreement or instrument to which Assignor is now a party or by which it is bound, or result in the violation of any law, rule, regulation, order, judgment or decree to which Assignor or its property is subject. The execution, delivery and performance by Assignor of this AAR Agreement and the consummation by it of the transactions contemplated hereby, have been duly authorized by all necessary corporate action on the part of Assignor. This AAR Agreement has been duly executed and delivered by Assignor and, upon the due authorization, execution and delivery by Assignee and Company, will constitute the valid and legally binding obligation of Assignor enforceable against Assignor in accordance with its terms except as enforceability may be limited by bankruptcy, reorganization, insolvency, moratorium or other similar laws now or hereafter in effect relating to creditors’ rights generally, and by general principles of equity regardless of whether enforceability is considered in a proceeding in equity or at law;

(e) No consent, approval, order or authorization of, or declaration, filing or registration with, any governmental entity is required to be obtained or made by Assignor in connection with the execution, delivery or performance by Assignor of this AAR Agreement, or the consummation by it of the transactions contemplated hereby;

(f) There is no action, suit, proceeding or investigation pending or threatened against the Assignor, before any court, administrative agency or other tribunal, which would draw into question the validity of this AAR Agreement or the Agreements, or which, either in any one instance or in the aggregate, would result in any material adverse change in the ability of the Assignor to perform its obligations under this AAR Agreement, and the Assignor is solvent; and

(g) The Assignor hereby represents and warrants, for the benefit of the Assignee that the representations and warranties set forth in Section 3.02 of each of the June SWSA, the First July SWSA and the Second July SWSA with respect to the Attachment 1-A-1 Mortgage Loans, Attachment 1-A-2 Mortgage Loans and Attachment 1-A-3 Mortgage Loans, respectively, are true and correct in all material respects as of the date hereof, provided that the representation and warranty set forth in Section 3.02(a) of each of the June SWSA, the First July SWSA and the Second July SWSA shall, for purposes of this AAR Agreement, relate to the Mortgage Loan Schedule with respect to the related Attachment 1-A Mortgage Loans.

3. Assignee warrants and represents to, and covenants with, Assignor and Company as of the Closing Date:

(a) Assignee is duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization and has all requisite power and authority to acquire the Mortgage Loans;

(b) Assignee has full power and authority to execute, deliver and perform its obligations under this AAR Agreement, and to consummate the transactions set forth herein. The consummation of the transactions contemplated by this AAR Agreement is in the ordinary course of Assignee’s business and will not conflict with, or result in a breach of, any of the terms, conditions or provisions of Assignee’s charter or by-laws documents or any legal restriction, or any material agreement or instrument to which Assignee is now a party or by which it is bound, or result in the violation of any law, rule, regulation, order, judgment or decree to which Assignee or its property is subject. The execution, delivery and performance by Assignee of this AAR Agreement and the consummation by it of the transactions contemplated hereby, have been duly authorized by all necessary corporate action on the part of Assignee. This AAR Agreement has been duly executed and delivered by Assignee and, upon the due authorization, execution and delivery by Assignor and Company, will constitute the valid and legally binding obligation of Assignee enforceable against Assignee in accordance with its terms except as enforceability may be limited by bankruptcy, reorganization, insolvency, moratorium or other similar laws now or hereafter in effect relating to creditors’ rights generally, and by general principles of equity regardless of whether enforceability is considered in a proceeding in equity or at law;

(c) No consent, approval, order or authorization of, or declaration, filing or registration with, any governmental entity is required to be obtained or made by Assignee in connection with the execution, delivery or performance by Assignee of this AAR Agreement, or the consummation by it of the transactions contemplated hereby; and

(d) There is no action, suit, proceeding or investigation pending or threatened against the Assignee, before any court, administrative agency or other tribunal, which would draw into question the validity of this AAR Agreement, or which, either in any one instance or in the aggregate, would result in any material adverse change in the ability of the Assignee to perform its obligations under this AAR Agreement, and the Assignee is solvent.

4. Company warrants and represents to, and covenants with, Assignor and Assignee as of the Closing Date:

(b) Company is duly organized, validly existing and in good standing under the laws of the jurisdiction of its incorporation, and has all requisite power and authority to perform its obligations under the Agreements;

(c) Company has full corporate power and authority to execute, deliver and perform its obligations under this AAR Agreement, and to consummate the transactions set forth herein. The consummation of the transactions contemplated by this AAR Agreement is in the ordinary course of Company’s business and will not conflict with, or result in a breach of, any of the terms, conditions or provisions of Company’s articles of incorporation or by-laws or any legal restriction, or any material agreement or instrument to which Company is now a party or by which it is bound, or result in the violation of any law, rule, regulation, order, judgment or decree to which Company or its property is subject. The execution, delivery and performance by Company of this AAR Agreement and the consummation by it of the transactions contemplated hereby, have been duly authorized by all necessary action on the part of Company. This AAR Agreement has been duly executed and delivered by Company, and, upon the due authorization, execution and delivery by Assignor and Assignee, will constitute the valid and legally binding obligation of Company, enforceable against Company in accordance with its terms except as enforceability may be limited by bankruptcy, reorganization, insolvency, moratorium or other similar laws now or hereafter in effect relating to creditors’ rights generally, and by general principles of equity regardless of whether enforceability is considered in a proceeding in equity or at law;

(d) No consent, approval, order or authorization of, or declaration, filing or registration with, any governmental entity is required to be obtained or made by Company in connection with the execution, delivery or performance by Company of this AAR Agreement, or the consummation by it of the transactions contemplated hereby;

(e) There is no action, suit, proceeding or investigation pending or threatened against the Company, before any court, administrative agency or other tribunal, which would draw into question the validity of this AAR Agreement or the Agreements, or which, either in any one instance or in the aggregate, would result in any material adverse change in the ability of the Company to perform its obligations under this AAR Agreement or the Agreements, and the Company is solvent; and

(f) Pursuant to Section 9.01 of each of the June SWSA, the First July SWSA and the Second July SWSA, the Company hereby represents and warrants, for the benefit of the Assignor and the Assignee, that the representations and warranties set forth in Section 3.01 of the related Agreement are true and correct as of the date hereof, and pursuant to Section 9.01 of the Servicing Agreement the Company hereby represents and warrants, for the benefit of the Assignor and the Assignee, that the representations and warranties set forth in Section 3.01 of the Servicing Agreement are true and correct as of the date hereof.

Remedies for Breach of Representations and Warranties

5. The Company hereby acknowledges and agrees that the remedies available to the Assignor and the Assignee in connection with any breach of the representations and warranties made by the Company set forth in Section 4 hereof shall be as set forth in Section 3.03 of each of the June SWSA, the First July SWSA and the Second July SWSA with respect to the Attachment 1-A-1 Mortgage Loans, the Attachment 1-A-2 Mortgage Loans and the Attachment 1-A-3 Mortgage Loans, respectively, as if they were set forth herein (including without limitation the repurchase and indemnity obligations set forth therein).

Recognition of Assignee.

6. 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 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 Servicing Agreement, the terms of which are incorporated herein by reference, as modified by this AAR Agreement. It is the intention of the Assignor, the Company and the Assignee that the Agreements shall be binding upon and inure to the benefit of the Company and the Assignee and their respective successors and assigns.

The Assignee’s address for purposes of all notices and correspondence related to the Mortgage Loans and the Agreements is:

Alesco Loan Holdings Trust

1818 Market Street, 28^th Floor

Philadelphia, PA 19103

Attention: John Longino

Phone: (215) 861-7717

Facsimile: (215) 861-7878

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

Wells Fargo Bank, N.A.

City: San Francisco, CA

ABA#: 121-000-248

Acct #: 3970771416

Acct Name: Wells Fargo Bank Corporate Trust - SAS

FFC to: ALESCO Loan Holdings Trust Account #50901600

Modification of the Servicing Agreement:

7. The Company and Assignor hereby amend the Servicing Agreement with respect to the Mortgage Loans as follows:

(A) Section 4.02 of the Servicing Agreement is hereby modified by deleting the second and third sentences of the first paragraph and replacing them with the following:

“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 ninety (90) days or any other default continues for a period of ninety (90) days beyond the expiration of any grace or cure period, the Servicer shall provide written notice to the Purchaser and, if the Mortgage Loans have been included in a securitization transaction, to the master servicer, if any (the “Master Servicer”) that the Servicer intends to proceed with foreclosure. In the event the Purchaser or, if the Purchaser is the holder of trust certificates issued in connection with a securitization transaction (in such capacity, the “Certificateholder”), either directly or through the Master Servicer objects to such action, the Servicer shall not be required to make Monthly Advances with respect to such Mortgage Loan, pursuant to Section 5.03, and the Servicer's obligation to make such Monthly Advances shall terminate on the 90th day referred to above.

(B) Section 4.02 of the Servicing Agreement is hereby modified by adding the following paragraphs to the end of such Section:

Subject to this Section 4.02, the Servicer shall use its best reasonable efforts to realize upon any pledged assets (the “Pledged Assets”) for such of the Pledged Asset Mortgage Loans as come into and continue in default and as to which no satisfactory arrangements can be made for collection of delinquent payments pursuant to this Section 4.02; provided that the Servicer shall not, on behalf of the indenture trustee in connection with a securitization transaction, obtain title to any such Pledged Assets as a result of or in lieu of the disposition thereof or otherwise; and provided further that (i) the Servicer shall not proceed with respect to such Pledged Assets in any manner that would impair the ability to recover against the related Mortgaged Property, and (ii) the Servicer shall proceed with any REO acquisition in a manner that preserves the ability to apply the proceeds of such Pledged Assets against amounts owed under the defaulted Mortgage Loan. Any proceeds realized from such Pledged Assets (other than amounts to be released to the Mortgagor or the related guarantor in accordance with procedures that the Servicer would follow in servicing mortgage loans held for its own account, subject to the terms and conditions of the related Mortgage and Mortgage Note and to the terms and conditions of any security agreement, guarantee agreement, mortgage or other agreement governing the disposition of the proceeds of such Pledged Assets) shall be deposited in the Custodial Account, subject to withdrawal pursuant to Section 4.05. Any other payment received by the Servicer in respect of such Pledged Assets shall be deposited in the Custodial Account subject to withdrawal pursuant to Section 4.05.

Notwithstanding anything in this Agreement to the contrary, unless the Servicer has been notified that the Purchaser (either as Purchaser hereunder or in its capacity as Certificateholder) is no longer entitled to the rights described in this Section 4.02:

(a) The Servicer shall not commence foreclosure proceedings with respect to a Mortgage Loan unless (i) no later than five Business Days prior to its commencement of such foreclosure proceedings, it notifies the Purchaser and the Master Servicer of its intention to do so, and (ii) the Purchaser (either as Purchaser hereunder or in its capacity as Certificateholder), either directly or through the Master Servicer, does not, within such five-Business-Day period, affirmatively object to such action.

(b) In the event that the Servicer determines in accordance with Accepted Servicing Practices not to proceed with foreclosure proceedings with respect to a Mortgage Loan that becomes 60 days’ or more delinquent and the Servicer has determined that it is unable to collect payments due under such Mortgage Loan in accordance with Accepted Servicing Practices, the Servicer shall, prior to taking any action with respect to such Mortgage Loan, promptly provide the Purchaser and the Master Servicer with notice of such determination and a description of such other action as it intends to take with respect to such Mortgage Loan; provided, that the Servicer shall not be permitted to proceed with any such action unless the Purchaser (either as Purchaser hereunder or in its capacity as Certificateholder), either directly or through the Master Servicer, does not, within five Business Days following such notice, affirmatively object to the Servicer taking such action.

(c) If the Purchaser (either as Purchaser hereunder or in its capacity as Certificateholder) timely and affirmatively objects to an action or contemplated action of the Servicer pursuant to either (a) or (b) above, then the Purchaser shall hire or, in its capacity as Certificateholder shall instruct the Master Servicer to hire, at the Certificateholder’s sole cost and expense, three appraisal firms, selected by the Purchaser or the Master Servicer, as applicable, in its sole and absolute discretion from the list of appraisal firms attached as Exhibit H, to compute the fair value of the Mortgaged Property relating to the related Mortgage Loan utilizing the Fannie Mae Form 2055 Exterior-Only Inspection Residential Appraisal Report (each such appraisal-firm computation, a “Fair Value Price”), in each case (other than as set forth in (d) below) no later than 30 days from the date of such Purchaser or Certificateholder objection. If the Purchaser or the Master Servicer, as applicable, shall have received three Fair Value Prices by the end of such 30-day period, then the Purchaser (either as Purchaser hereunder or in its capacity as Certificateholder) shall, no later than 5 days after the expiration of such 30-day period, purchase such Mortgage Loan and the related Mortgaged Property at an amount equal to the sum of (i) accrued and unpaid interest on such Mortgage Loan as of such purchase date (“Accrued Interest”) and (ii) the highest of such three Fair Value Prices respectively determined by such appraisal firms, and shall promptly deliver such amount to the Servicer for deposit into the Custodial Account. All costs relating to the computation of the related Fair Value Prices shall be for the account of the Purchaser (either as Purchaser hereunder or in its capacity as Certificateholder) and shall be paid by the Purchaser (either as Purchaser hereunder or in its capacity as Certificateholder) at the time such Mortgage Loan and the related Mortgaged Property are purchased by the Purchaser (either as Purchaser hereunder or in its capacity as Certificateholder).

(d) If the Purchaser or the Master Servicer, as applicable, shall not have received three Fair Value Prices at the end of the 30-day period set forth in (c) above, then:

(i) The Purchaser or the Master Servicer, as applicable, shall obtain such three Fair Value Prices no later than 15 days after the end of such 30-day period.

(ii) If the Purchaser or the Master Servicer, as applicable, shall have only received two Fair Value Prices at the end of such 15-day extension period, then the Purchaser or the Master Servicer, as applicable, will determine, in its sole and absolute discretion, the fair value of the Mortgaged Property relating to such Mortgage Loan, related Insurance Proceeds and the current delinquency status of such Mortgage Loan (such fair value, the “Purchaser/Master Servicer Fair Value Price”), and the Purchaser (either as Purchaser hereunder or in its capacity as Certificateholder) shall, no later than 5 days after the expiration of such 15-day extension period, purchase (and deliver to the Servicer the purchase price for) such Mortgage Loan and the related Mortgaged Property at an amount equal to the sum of (A) Accrued Interest thereon and (B) the higher of (1) the highest of such two Fair Value Prices determined by such appraisal firms or (2) the Purchaser/Master Servicer Fair Value Price.

(iii) If the Purchaser or the Master Servicer, as applicable, shall have received only one Fair Value Price at the end of such 15-day extension period, then the Purchaser or the Master Servicer, as applicable, will determine, in its sole and absolute discretion, the Purchaser/Master Servicer Fair Value Price of the Mortgaged Property related to such Mortgage Loan, and:

(A) if such Purchaser/Master Servicer Fair Value Price is equal to or greater than the unpaid principal balance of the related Mortgage Loan as of such date (the “Unpaid Principal Balance”), then the Purchaser (either as Purchaser hereunder or in its capacity as Certificateholder) shall, no later than 5 days after the expiration of such 15-day extension period, purchase (and deliver to the Servicer the purchase price for) such Mortgage Loan and the related Mortgaged Property at an amount equal to the sum of (1) Accrued Interest thereon and (2) such Purchaser/Master Servicer Fair Value Price; or

(B) if such Purchaser/Master Servicer Fair Value Price is less than the related Unpaid Principal Balance, then the Purchaser (either as Purchaser hereunder or in its capacity as Certificateholder) shall, no later than 5 days after the expiration of such 15-day extension period, purchase (and deliver to the Servicer the purchase price for) such Mortgage Loan and the related Mortgaged Property at an amount equal to the sum of (1) Accrued Interest thereon and (2) the related Unpaid Principal Balance (such sum, the “Preliminary Purchase Price”); provided, that the provisions of clause (d)(iv) below shall thereafter apply.

(iv) Following the payment by the Purchaser (either as Purchaser hereunder or in its capacity as Certificateholder) of the Preliminary Purchase Price, the Purchaser or the Master Servicer, as applicable, shall continue to hire appraisal firms at the Purchaser’s (either as Purchaser hereunder or in its capacity as Certificateholder) sole cost and expense to compute the Fair Value Price of the Mortgaged Property related to such Mortgage Loan, and at such time as two such Fair Value Prices shall have been obtained:

(A) if the sum of (1) Accrued Interest on the related Mortgage Loan and (2) the higher of (x) the highest of such two Fair Value Prices determined by such appraisal firms or (y) the Purchaser/Master Servicer’s Fair Value Price of the Mortgaged Property related to such Mortgage Loan (such sum, the “Revised Fair Value Price”) is greater than such Preliminary Purchase Price, then the Master Servicer, if applicable, shall promptly notify the Certificateholder and the Purchaser or the Master Servicer, as applicable, shall notify the Servicer of such calculation, and the Purchaser (either as Purchaser hereunder or in its capacity as Certificateholder) shall, no later than 5 days after such notice, remit to the Servicer, for deposit into the Custodial Account, the difference between such Revised Fair Value Price and such Preliminary Purchase Price; or

(B) if such Preliminary Purchase Price is greater than such Revised Fair Value Price, then the Master Servicer, if applicable, shall promptly notify the Certificateholder and the Purchaser or the Master Servicer, as applicable, shall notify the Servicer of such calculation, and the Servicer shall, no later than 5 days after such notice, remit to the Purchaser (either as Purchaser hereunder or in its capacity as Certificateholder), from funds then on deposit in the Custodial Account, the difference between such Preliminary Purchase Price and such Revised Fair Value Price.

(e) Notwithstanding anything herein to the contrary, the Purchaser (either as Purchaser hereunder or in its capacity as Certificateholder) shall not be entitled to any of its rights set forth herein with respect to a Mortgage Loan following its failure to purchase such Mortgage Loan and the related Mortgaged Property, at the related purchase price set forth in this Section 4.02 within the timeframe set forth in this Section 4.02 following the Purchaser’s (either as Purchaser hereunder or in its capacity as Certificateholder) objection to an action of the Servicer, and the Servicer shall provide the Master Servicer, if applicable, written notice of such failure.

(f) Any notice, confirmation, instruction or objection pursuant to paragraphs (a), (b), (c) and (d) above may be delivered via facsimile or other written or electronic communication as the parties hereto and the Purchaser (either as Purchaser hereunder or in its capacity as Certificateholder) may agree to from time to time.

(g) To the extent that the Purchaser (either as Purchaser hereunder or in its capacity as Certificateholder) purchases any Mortgage Loan pursuant to this Section 4.02, the Servicer will continue to service such Mortgage Loan in accordance with this Agreement. The parties acknowledge that, in such event, the Master Servicer in connection with a securitization transaction will have no duty or responsibility to master service any such Mortgage Loan.”

Miscellaneous

8. This AAR Agreement shall be construed in accordance with the laws of the State of New York, without regard to conflicts of law principles other than Section 5-1401 of the New York General Obligations Law which shall govern, and the obligations, rights and remedies of the parties hereunder shall be determined in accordance with such laws.

9. No term or provision of this AAR Agreement may be waived or modified unless such waiver or modification is in writing and signed by the party against whom such waiver or modification is sought to be enforced.

10. This AAR Agreement shall inure to the benefit of the successors and assigns of the parties hereto. Any entity into which Assignor, Assignee or Company may be merged or consolidated shall, without the requirement for any further writing, be deemed Assignor, Assignee or Company, respectively, hereunder.

11. Each of this AAR Agreement and the Agreements shall survive the conveyance of the Mortgage Loans and the assignment of the Agreements (to the extent assigned hereunder) by Assignor to Assignee and nothing contained herein shall supersede or amend the terms of the Agreements.

12. This AAR 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.

13. In the event that any provision of this AAR Agreement conflicts with any provision of the Agreements with respect to the Mortgage Loans, the terms of this AAR Agreement shall control.

14. Capitalized terms used in this AAR Agreement (including the exhibits hereto) but not defined in this AAR Agreement shall have the meanings given to such terms in the Agreements.

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

CITIGROUP GLOBAL MARKETS REALTY CORP., as Assignor

By:__________________________________

Name: _______________________________

Its: __________________________________

ALESCO LOAN HOLDINGS TRUST, as Assignee

By:__________________________________

Name: _______________________________

Its: __________________________________

WELLS FARGO BANK, N.A., as Company

By:__________________________________

Name: _______________________________

Its: _________________________________

Attachment 1-A-1

Attachment 1-A-1 Mortgage Loans

Attachment 1-A-2

Attachment 1-A-2 Mortgage Loans

Attachment 1-A-3

Attachment 1-A-3 Mortgage Loans

Attachment 1-B

Attachment 1-B Mortgage Loans

Attachment 2

Agreements

Attachment 3

List of approved appraisal firms to be provided

ASSIGNMENT, ASSUMPTION AND RECOGNITION AGREEMENT

This Assignment, Assumption and Recognition Agreement (this “AAR Agreement”) is made and entered into as of December 6, 2006 (the “Closing Date”), among Citigroup Global Markets Realty Corp., (the “Assignor”), Alesco Loan Holdings Trust (the “Assignee”) and Wells Fargo Bank, N.A. (the “Company”).

Whereas, the Assignor purchased certain mortgage loans from Company on or about November 28, 2006, pursuant to a certain Assignment and Conveyance Agreement (2006-W95, 2006-W96, and 2006-W97).

Assignment and Conveyance

1. The Assignor hereby conveys, sells, grants, transfers and assigns to the Assignee all of the right, title and interest of the Assignor, as purchaser, in, to and under (a) those certain mortgage loans set forth on the schedule (the “Mortgage Loan Schedule”) attached hereto as Attachment 1 (the “Mortgage Loans”) and (b) except as described below, that certain Amended and Restated Flow Servicing Agreement, dated as of March 1, 2006, as amended by the First Amendment to the Amended and Restated Flow Servicing Agreement dated August 1, 2006 (the "Servicing Agreement") and the Amended and Restated Master Mortgage Loan Purchase Agreement, dated as of March 1, 2006, as amended by the First Amendment to the Amended and Restated Master Mortgage Loan Purchase Agreement dated October 26, 2006 (the "MLPA" and together with the Servicing Agreement, the "Agreements"), executed between the Company, as Seller and/or Servicer and the Assignor, as Purchaser. All of the Mortgage Loans shall be serviced pursuant to the Servicing Agreement.

The Assignor specifically reserves and does not assign to the Assignee hereunder any right, title and interest in, to and under and any mortgage loans subject to the Agreements which are not the Mortgage Loans set forth on Attachment 1 and are not the subject of this AAR Agreement. In addition, the Assignor specifically reserves and does not assign, the right to enforce the representations and warranties set forth in Section 6(b) of the MLPA, and the remedies set forth in Section 4(b) of the MLPA.

The Assignor and the Assignee each hereby retain the right to enforce the representations and warranties set forth in Section 6(a) of the MLPA, and Section 3.01 of the Servicing Agreement with respect to the Mortgage Loans with respect to the Company.

Representations and Warranties

2. Assignor warrants and represents to Assignee and Company as of the Closing Date:

(g) The Assignor hereby represents and warrants, for the benefit of the Assignee that the representations and warranties set forth in Section 6(b) of the MLPA, are true and correct in all material respects as of the date hereof, provided that the representation and warranty set forth in Section 6(b)(i) shall for the purposes of this AAR Agreement relate to the Mortgage Loan Schedule.

3. Assignee warrants and represents to, and covenants with, Assignor and Company as of the Closing Date:

(a) Assignee is duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization and has all requisite power and authority to acquire the Mortgage Loans;

(e) The Assignee agrees to be bound, as “Purchaser” by all of the terms, covenants and conditions of the Agreement and this AAR Agreement, and from and after the date hereof, the Assignee assumes for the benefit of each of the Assignor and the Company all of the Assignor’s obligations as “Purchaser” thereunder that arise from and after the date hereof (all obligations of the Assignor that arise prior to the date hereof shall be retained by the Assignor), with respect to the Mortgage Loans.

4. Company warrants and represents to, and covenants with, Assignor and Assignee as of the Closing Date:

(f) The Company hereby represents and warrants, for the benefit of the Assignor and the Assignee, that the representations and warranties set forth in Section 6(a) of the MLPA are true and correct as of the date hereof, and that the representations and warranties set forth in Section 3.01 of the Servicing Agreement are true and correct as of the date hereof.

Remedies for Breach of Representations and Warranties

5. The Company hereby acknowledges and agrees that the remedies available to the Assignor and the Assignee in connection with any breach of the representations and warranties made by the Company set forth in Section 4 hereof shall be as set forth in the MLPA, as if they were set forth herein (including without limitation the repurchase and indemnity obligations set forth therein).

Recognition of Assignee.

6. Subject to the provisions of Section 8 hereof, 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 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 Servicing Agreement, the terms of which are incorporated herein by reference, as modified by this AAR Agreement. It is the intention of the Assignor, the Company and the Assignee that the Agreements shall be binding upon and inure to the benefit of the Company and the Assignee and their respective successors and assigns.

The Assignee’s address for purposes of all notices and correspondence related to the Mortgage Loans and the Agreements is:

Alesco Loan Holdings Trust

2929 Arch Street

Suite 1703

Philadelphia, PA 19104

Attention: John Longino

Phone: (215) 701-9687

Facsimile: (215) 701-8281

From and after the date hereof, remittances and payments related to the Mortgage Loans shall be made to Assignor pursuant to the wire instructions provided in Section 8(D).

The Company shall also furnish to Assignee a monthly remittance advice pursuant to Section 5.02 of the Servicing Agreement to the above address. The Assignee shall forward a copy of such reports to the Assignor, by e-mail transmission, upon receipt thereof at any time that any Mortgage Loans are subject to the terms of the Master Repurchase Agreement.

Modification of the Servicing Agreement:

7. The Company and Assignor hereby amend the Servicing Agreement with respect to the Mortgage Loans as follows:

(A) Section 4.02 of the Servicing Agreement is hereby modified by deleting the second and third sentences of the first paragraph and replacing them with the following:

(B) Section 4.02 of the Servicing Agreement is hereby modified by adding the following paragraphs to the end of such Section:

(a) The Servicer shall not commence foreclosure proceedings with respect to a Mortgage Loan unless (i) no later than three Business Days prior to its commencement of such foreclosure proceedings, it notifies the Purchaser and the Master Servicer of its intention to do so, and (ii) the Purchaser (either as Purchaser hereunder or in its capacity as Certificateholder), either directly or through the Master Servicer, does not, within such three-Business-Day period, affirmatively object to such action.

(b) In the event that the Servicer determines in accordance with Accepted Servicing Practices not to proceed with foreclosure proceedings with respect to a Mortgage Loan that becomes 60 days’ or more delinquent and the Servicer has determined that it is unable to collect payments due under such Mortgage Loan in accordance with Accepted Servicing Practices, the Servicer shall, prior to taking any action with respect to such Mortgage Loan, promptly provide the Purchaser and the Master Servicer with notice of such determination and a description of such other action as it intends to take with respect to such Mortgage Loan; provided, that the Servicer shall not be permitted to proceed with any such action unless the Purchaser (either as Purchaser hereunder or in its capacity as Certificateholder), either directly or through the Master Servicer, does not, within three Business Days following such notice, affirmatively object to the Servicer taking such action.

(d) If the Purchaser or the Master Servicer, as applicable, shall not have received three Fair Value Prices at the end of the 30-day period set forth in (c) above, then:

(i) The Purchaser or the Master Servicer, as applicable, shall obtain such three Fair Value Prices no later than 15 days after the end of such 30-day period.

Agreements With Regard To Master Repurchase Agreement

8. The Company is hereby notified that the Assignee has transferred the Mortgage Loans to the Assignor pursuant to the Master Repurchase Agreement dated as of December 6, 2006 (the "Master Repurchase Agreement"), between the Assignor and the Assignee, and the Mortgage Loans are subject to, among other things, a security interest in favor of the Assignor.

(A) Upon receipt by the Company of (a) written notice from Assignor that a default or an event of default has occurred in which the Assignor shall identify the Mortgage Loans which are then sold to Assignor under the Master Repurchase Agreement (the "Assignor’s Mortgage Loans") in a schedule attached thereto together with an assumption by the Assignor of such rights and obligations under the Servicing Agreement, or (b) a written assignment, reasonably acceptable to the Company, by the Assignee of its rights and obligations under the Servicing Agreement to the Assignor (an "Assignment") with respect to the Assignor’s Mortgage Loans, and an assumption by the Assignor of such rights and obligations under the Servicing Agreement, the Company shall segregate all amounts collected on and after the effective date of the notice or Assignment with respect to the Assignor’s Mortgage Loans, and hold them in trust in a collection account in Assignor’s name for the sole and exclusive benefit of Assignor, and remit such collections in accordance with the Servicing Agreement. Further, on and after the effective date of the notice and assumption or Assignment with respect to the Assignor’s Mortgage Loans, the Company agrees to service such Assignor’s Mortgage Loans for the sole and exclusive benefit of Assignor in accordance with the Servicing Agreement.

(B) In the event the Assignor no longer holds any security interest in the Mortgage Loans pursuant to the Master Repurchase Agreement and the Assignee desires that all remittances required to be delivered to the Assignor with respect to the Mortgage Loans pursuant to Section 6 of this AAR Agreement be delivered to the Assignee, Assignee shall give the Company ten (10) Business Days written notice of such intent in order for the Company to update the title of the custodial account for the benefit of the Assignee (“Assignee’s Custodial Account”) and allow for the parties to reconcile any issues relating to the recovery of any advances of principal and interest and transfer of remittances related to the Mortgage Loans to the Assignee’s Custodial Account.

(C) The Company shall remit any amounts in the Custodial Account to Assignor pursuant to the following wire instructions:

Chase Manhattan Bank

ABA#: 021-000-021

Acct #: 066-612-187

Acct Name: Citigroup Global Markets Realty Corp.

Ref: Alesco Financing

Attn: Mortgage Operations 212-615-7725

The Assignor shall remit any funds owing to the Assignee, pursuant to the Master Repurchase Agreement, within one (1) Business Day following the day Assignor receives a remittance from the Company. Assignee shall separately provide wire instructions to the Assignor for such purpose.

Miscellaneous

9. This AAR Agreement shall be construed in accordance with the laws of the State of New York, without regard to conflicts of law principles other than Section 5-1401 of the New York General Obligations Law which shall govern, and the obligations, rights and remedies of the parties hereunder shall be determined in accordance with such laws.

10. No term or provision of this AAR Agreement may be waived or modified unless such waiver or modification is in writing and signed by the party against whom such waiver or modification is sought to be enforced.

11. This AAR Agreement shall inure to the benefit of the successors and assigns of the parties hereto. Any entity into which Assignor, Assignee or Company may be merged or consolidated shall, without the requirement for any further writing, be deemed Assignor, Assignee or Company, respectively, hereunder.

12. Each of this AAR Agreement and the Agreements shall survive the conveyance of the Mortgage Loans and the assignment of the Agreements (to the extent assigned hereunder) by Assignor to Assignee and nothing contained herein shall supersede or amend the terms of the Agreements.

13. This AAR 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.

14. In the event that any provision of this AAR Agreement conflicts with any provision of the Agreements with respect to the Mortgage Loans, the terms of this AAR Agreement shall control.

15. Capitalized terms used in this AAR Agreement (including the exhibits hereto) but not defined in this AAR Agreement shall have the meanings given to such terms in the Agreements.

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

CITIGROUP GLOBAL MARKETS REALTY CORP., as Assignor

By:__________________________________

Name: _______________________________

Its: __________________________________

ALESCO LOAN HOLDINGS TRUST, as Assignee

By:__________________________________

Name: _______________________________

Its: __________________________________

WELLS FARGO BANK, N.A., as Company

By:__________________________________

Name: _______________________________

Its: _________________________________

Attachment 1

Mortgage Loans

Attachment 2

Agreements

Attachment 3

List of approved appraisal firms to be provided

ASSIGNMENT, ASSUMPTION AND RECOGNITION AGREEMENT

Whereas, Citigroup Global Markets Realty Corp. (“Citigroup”) and the Company entered into that certain Amended and Restated Flow Servicing Agreement, dated as of March 1, 2006, as amended by that First Amendment dated as of August 1, 2006 (together, the “Flow Servicing Agreement”), pursuant to which the Company agreed to service the Mortgage Loans.

Whereas, Citigroup assigned all of its right, title and interest in, to and under the Flow Servicing Agreement with respect to the Mortgage Loans to the Assignor pursuant to that certain Assignment, Assumption and Recognition Agreement, dated as of February 28, 2006 (the “AAR”; and, together with the Flow Servicing Agreement, the “Wells Fargo Agreements”), among Citigroup, the Assignor and the Company.

Assignment and Assumption

1. Except as expressly provided for herein, the Assignor hereby grants, transfers and assigns to the Assignee all of its right, title and interest in, to and under (a) the Mortgage Loans and (b) the Wells Fargo Agreements with respect to the Mortgage Loans; provided, however, that the Assignor is not assigning to the Assignee any of its right, title and interest, to and under the Wells Fargo Agreements with respect to any mortgage loan other than the Mortgage Loans listed on Exhibit A. Except as is otherwise expressly provided herein, the Assignor makes no representations, warranties or covenants to the Assignee and the Assignee acknowledges that the Assignor has no obligations to the Assignee under the terms of the Wells Fargo Agreements or otherwise relating to the transaction contemplated herein (including, but not limited to, any obligation to indemnify the Assignee).

Assignor acknowledges and agrees that upon execution of this Assignment and Assumption Agreement, with respect to the Mortgage Loans, the Assignee shall become the “Owner” under the Flow Servicing Agreement, and all representations, warranties and covenants by the “Company” to the “Owner” under the Flow Servicing Agreement including, but not limited to, the rights to receive indemnification and the enforcement of the document delivery requirements, shall accrue to Assignee by virtue of this Assignment and Assumption Agreement. Assignor acknowledges and agrees that upon execution of this Assignment and Assumption Agreement, with respect to the Mortgage Loans, all representations, warranties and covenants and the ability to enforce the representations, warranties and covenants by the “Company” to the “Owner” under the Flow Servicing Agreement shall accrue to the Assignee by virtue of this Assignment and Assumption Agreement.

Representations Warranties and Covenants

2. The Assignor warrants and represents to, and covenants with, the Assignee that as of the date hereof:

(a)

(b)

(c)	There are no offsets, counterclaims or other defenses available to the Company with respect to the Mortgage Loans or the Wells Fargo Agreements;

(d)	The Assignor has no knowledge of, and has not received notice of, any waivers under, or any modification of, any Mortgage Loan;

(e)	The Assignor is duly organized, validly existing and in good standing under the laws of the jurisdiction of its incorporation, and has all requisite power and authority to acquire, own and sell the Mortgage Loans;

(f)

(g)

(h)

3. The Assignee warrants and represents to, and covenants with, Assignor and Company as of the date hereof:

(a)	The Assignee is duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization and has all requisite power and authority to hold the Mortgage Loans on behalf of the holders of Bear Stearns ARM Trust 2007-2, Mortgage-Backed Notes, Series 2007-2;

(b)

(c)

(d)	The Assignee assumes all of the rights of the Purchaser or Owner, as applicable, under the Wells Fargo Agreements with respect to the Mortgage Loans other than the right to enforce the obligations of the Company under the Wells Fargo Agreements.

4. The Company warrants and represents to, and covenants with, the Assignor and the Assignee as of the date hereof:

(a)

(b)	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 requisite power and authority to service the Mortgage Loans and otherwise to perform its obligations under the Wells Fargo Agreements;

(c)

(d)

(e)

(f)	Pursuant to Section 9.01 of the Flow Servicing Agreement, the Company hereby restates the representations and warranties set forth in Section 3.01 of the Flow Servicing Agreement with respect to the Company as of the date hereof as amended by Section 8 hereof.

5. The Company warrants and represents to, and covenants with, the Assignor, Structured Asset Mortgage Investments II Inc. (“SAMI II”) and the Assignee as of the date hereof:

(a)	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;

(b)

(c)	The Company has not 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;

(d)

(e)	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 the Flow Servicing Agreement, as amended by the AAR, and this Assignment and Assumption Agreement;

(f)	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

(g)

Bear Stearns BSARM 2007-2 Account

Wells Fargo Bank, N.A.

ABA# 121000248

Account Name: SAS Clearing

Account # 3970771416

For Further Credit to: BSARM 2007-2, Account # 53135900

and the Company shall deliver all reports required to be delivered under the Flow Servicing Agreement, as amended by Section 8 hereof, to the Master Servicer at:

Wells Fargo Bank, N.A.

9062 Old Annapolis Road

Columbia, Maryland 21045

Attention: Client Manager BSARM 2007-2

Telecopy No.: (410) 715-2380

Recognition of Assignee

7. From and after the date hereof, Company shall recognize Assignee as owner of the Mortgage Loans, and will service the Mortgage Loans in accordance with the Flow Servicing Agreement, as amended by the AAR and Section 8 hereof, the terms of which are incorporated herein by reference. The Company acknowledges and consents to (i) the assignment by the Assignor to the Assignee of all of the Assignor's rights against the Company pursuant to the Wells Fargo Agreements and to the enforcement or exercise of any right or remedy against the Company pursuant to the Wells Fargo Agreements as assigned by the Assignor and (ii) the assignment by the Assignee to the Indenture Trustee of such rights and to the enforcement or exercise of any right or remedy by the Indenture Trustee, or the Master Servicer acting pursuant to the Sale and Servicing Agreement against the Company pursuant to this Assignment and Assumption Agreement as assigned by the Assignee. Such enforcement of a right or remedy by the Assignee, the Master Servicer or the Indenture Trustee, as applicable, shall have the same force and effect as if the right or remedy had been enforced or exercised by the Assignor directly.

Modification of the Flow Servicing Agreement

8. The Company and Assignor hereby amend the Flow Servicing Agreement as follows:

(a) The following definitions shall be added to Article I of the Flow Servicing Agreement:

Indenture Trustee: Citibank, N.A., or its successors in interest, or any successor indenture trustee appointed as provided in the Sale and Servicing Agreement.

Master Servicer: Wells Fargo Bank, N.A., or any successor thereto.

Noteholder: The holder of The Bear Stearns ARM Trust 2007-2 Trust Note, Series 2007-2.

SAMI II: Structured Asset Mortgage Investments II Inc.

Securities Administrator: Wells Fargo Bank, N.A., or any successor thereto.

(b) The definition of Prepayment Charge in Article I of the Flow Servicing Agreement is deleted in its entirety and replaced with the following:

(c) The definition of Principal Prepayment in Article I of the Flow Servicing Agreement is deleted in its entirety and replaced with the following:

(d) The definition of Qualified Depository in Article I of the Flow Servicing Agreement is hereby deleted in its entirety and replaced with the following:

(e) The definition of Servicing Fee Rate in Article I of the Flow Servicing Agreement is deleted in its entirety and replaced with the following:

Servicing Fee Rate: A per annum rate equal to 0.250%.

(f) Article III of the Flow Servicing Agreement is hereby amended effective as of the date hereof as follows:

(1) Section 3.01(b) is amended by replacing the “,” after the word “loans” in the third line, with a “.”, and deleting the remainder of the sentence.

(2) Section 3.01(h) is amended by deleting, “as evidenced by the consummation of the transactions contemplated by this Agreement.”

(3) Section 3.01(i) is deleted in its entirety.

(g) The following sentence is added after the first sentence of the first paragraph of Section 4.02 of the Flow Servicing Agreement:

(h) Article IV of the Flow Servicing Agreement is hereby amended by deleting the last paragraph of Subsection 4.04 and restating it in its entirety:

(i) Article IV of the Flow Servicing Agreement is hereby amended by adding the following as Subsection 4.05(x):

“(x) to reimburse itself for any Nonrecoverable Advances;”

(j) Article IV of the Flow Servicing Agreement is hereby amended by deleting the fourth paragraph of Section 4.10 in its entirety and replacing it with the following:

(k) Article IV of the Flow Servicing Agreement is hereby amended by replacing Section 4.13 with the following:

(m) Article IV of the Flow Servicing Agreement is hereby amended by adding, “9.01(e)(vii), 9.01(e)(viii)” after the phrase “Sections 9.01(e)(iii), 9.01(e)(v), 9.01(e)(vi)” in Section 4.26(a).

(n) Article IV of the Flow Servicing Agreement is hereby amended by adding, “and such Subservicer” after the phrase “such Subcontractor” in the last sentence of Section 4.26.

(p) Article V of the Flow Servicing Agreement is hereby amended effective as of the date hereof by deleting Section 5.02 in its entirety and replacing it with the following:

Section 5.02 Statements to the Owner.

(q) Section 6.04 (Annual Statements as to Compliance) of the Flow Servicing Agreement is hereby amended as follows:

(1) Delete the references to “the Owner and any Depositor” and replace each with “the Master Servicer”; and

(2) add the following paragraph to the end of the section:

(s) Article VI (General Servicing Procedures) of the Flow Servicing Agreement is hereby amended by adding the following as Subsection 6.06(c):

(t) Section 6.07(ii) of the Flow Servicing Agreement is hereby amended by replacing the references to “Owner or Depositor” with “Owner, any Master Servicer or any Depositor.”

(u) Article VI of the Flow Servicing Agreement is hereby amended by deleting Section 6.09 in its entirety and replacing it with the following:

(v) Article IX (Removal of Mortgage Loans from Agreement) of the Flow Servicing Agreement is hereby amended effective as of the date hereof by replacing Section 9.01(e)(iv) with the following:

(iv) For the purpose of satisfying the reporting obligation under the Exchange Act with respect to any class of asset-backed securities, the Servicer shall (or shall cause each Subservicer to) (1) provide prompt notice to the Owner, any Master Servicer and any Depositor in writing of (A) any material litigation or governmental proceedings involving the Servicer or Subservicer, (B) any affiliations or relationships that develop following the closing date of a Securitization Transaction between the Servicer or any Subservicer 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, (C) any Event of Default under the terms of this Agreement or any Reconstitution Agreement, (D) any merger, consolidation or sale of substantially all of the assets of the Servicer, and (E) the Servicer’s entry into an agreement with a Subservicer to perform or assist in the performance of any of the Servicer’s obligations under this Agreement or any Reconstitution Agreement, and (2) provide to the Owner and any Depositor a description of such proceedings, affiliations or relationships.

Each such notice/update should be sent to:

With respect to the Assignor:

Alesco Loan Holdings Trust

2929 Arch Street, Suite 1703

Philadelphia, PA 19104

Attn: John Longino

With respect to SAMI II:

All notification pursuant to this Section 9.01(e)(iv), other than those pursuant to Section 9.01(e)(iv)(A), should be sent to:

Bear, Stearns & Co. Inc.

383 Madison Avenue, 3rd Floor

New, York, NY 10179

Attention: Global Credit Administration

Facsimile: (212) 272-6564

(x) Section 9.01(e)(vii) of the Flow Servicing Agreement is hereby amended effective as of the date hereof by replacing such section with the following:

(B) material breaches of pool asset representations or warranties or transaction covenants (Item 1121(a)(12) of Regulation AB); and

(I) a description of any material legal or governmental proceedings pending (or known to be contemplated) against the Servicer; and

(1) the sponsor;

(2) the depositor;

(3) the issuing entity;

(4) any servicer;

(5) any trustee;

(6) any originator;

(7) any significant obligor;

(8) any enhancement or support provider; and

(9) any other material transaction party.

(aa) Article IX (Removal of Mortgage Loans from Agreement) of the Flow Servicing Agreement is hereby amended by replacing Section 9.01(f) with the following:

(f)

(i)

(A)

any untrue statement of a material fact contained or alleged to be contained in any information, report, certification, data, accountants’ letter or other material provided under Sections 4.26, 5.02, 6.04, 6.06 or 9.01(c) or (e) by or on behalf of the Servicer, or provided under Sections 9.01(c) or (e) by or on behalf of any Subservicer or Subcontractor (collectively, the “Servicer Information”), or (B) the omission or alleged omission to state in the Servicer Information a material fact required to be stated in the Servicer 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 Servicer Information and not to any other information communicated in connection with a sale or purchase of securities, without regard to whether the Servicer Information or any portion thereof is presented together with or separately from such other information;

(ii)

any breach by the Servicer of its obligations under this Section 9.01(f), including any failure by the Servicer, any Subservicer or any Subcontractor to deliver any information, report, certification, accountants’ letter or other material when and as required under Sections 4.26, 5.02, 6.04, 6.06 or 9.01(c) or (e), including any failure by the Servicer to identify any Subcontractor “participating in the servicing function” within the meaning of Item 1122 of Regulation AB; or

(iii)

any breach by the Servicer of a representation or warranty set forth in Section 9.01(e)(iv)(A) or in a writing furnished pursuant to Section 9.01(e)(iv)(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 Servicer of a representation or warranty in a writing furnished pursuant to Section 9.01(e)(iv)(B) to the extent made as of a date subsequent to such closing date.

(iv)	the negligence, bad faith or willful misconduct of the Servicer in connection with its performance under Sections 4.26, 5.02, 6.04, 6.06 or 9.01.

This indemnification shall survive the termination of this Agreement or the termination of any party to this Agreement.

(dd) Article X (Events of Default) of the Flow Servicing Agreement is hereby amended effective as of the date hereof by adding the following at the end of the last paragraph of Section 10.01:

(ee) Article XI (Termination) of the Flow Servicing Agreement is hereby amended by deleting in its entirety Section 11.02.

(ff) The first sentence of Section 12.03 (Governing Law) of the Flow Servicing Agreement is deleted in its entirety and replaced with the following:

Section 12.03 Governing Law.

(gg) Section 12.13 (Third Party Beneficiary) of the Flow Servicing Agreement is hereby deleted in its entirety and replaced with the following:

Section 12.13 Third Party Beneficiary.

(hh) A new Section 12.15 (Special Servicing Provisions Prior to the REMIC Conversion) is hereby added to the Flow Servicing Agreement.

Section 12.15 Special Servicing Provisions Prior to the REMIC Conversion.

(ii) A new Section 12.16 (Foreclosure Restrictions) is hereby added to the Flow Servicing Agreement.

Section 12.16 Foreclosure Restrictions.

(jj) The Flow Servicing Agreement is hereby amended as of the date hereof by inserting a new Exhibit H, a copy of which is annexed hereto as Exhibit C.

(mm) The Flow Servicing Agreement is hereby amended as of the date hereof by inserting a new Exhibit C, a copy of which is annexed hereto as Exhibit F.

(nn) The Flow Servicing Agreement is hereby amended as of the date hereof by inserting a new Exhibit E, a copy of which is annexed hereto as Exhibit G.

Notices

10. The Assignor’s address for purposes of all notices and correspondence related to the Mortgage Loans and this Assignment and Assumption Agreement is:

Alesco Loan Holdings Trust

2929 Arch Street, 17^th Floor

Philadelphia, PA 19104

Attention: Bear Stearns ARM Trust 2007-2

With a copy to:

Bear, Stearns & Co. Inc.

383 Madison Avenue

New York, NY 10179

Attention: Bear Stearns ARM Trust 2007-2

The Assignee’s address for purposes of all notices and correspondence related to the Mortgage Loans and this Assignment and Assumption Agreement is:

Wilmington Trust Company,

as owner trustee

Rodney Square North

1100 North Market Street

Wilmington, DE 19890

Attention: Bear Stearns ARM Trust 2007-2

With a copy to:

Citibank, N.A.

388 Greenwich Street, 14th Floor

New York, NY 10013

Attn: Bear Stearns ARM Trust 2007-2

The Company’s address for purposes of all notices and correspondence related to the Mortgage Loans and this Assignment and Assumption Agreement is:

Wells Fargo Bank, N.A.

1 Home Campus

MAC X2302-033

Des Moines, Iowa 50328-0001

Attention: John B. Brown

With a copy to:

Wells Fargo Bank, N.A.

1 Home Campus

Des Moines, Iowa 50328-0001

Attention: General Counsel - MAC X2401-06T

The Securities Administrator’s address for purposes of all notices and correspondence related to the Mortgage Loans and this Assignment and Assumption Agreement is:

Wells Fargo Bank, N.A.

9062 Old Annapolis Road

Columbia, Maryland 21045

Attention: Client Manager, BSARM 2007-2

Miscellaneous:

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

BEAR STEARNS ARM TRUST 2007-2

By: Wilmington Trust Company

not individually but solely as Owner Trustee,

as Assignee

By:

Name:

Title:

ALESCO LOAN HOLDINGS TRUST,

as Assignor

By:

Name: John Longino

Title: Chief Financial Officer

WELLS FARGO BANK, N.A.,

as Company

By:

Name:

Title:

Acknowledged and Agreed:

CITIBANK, N.A.,

as Indenture Trustee

By:

Name:

Title

WELLS FARGO BANK,

N.A.,

as Master Servicer

By:

Name:

Title

Exhibit A

Mortgage Loans

[Provided upon request]

Exhibit B

Amended and Restated Master Flow Servicing Agreement dated as of March 1, 2006, by and between the Company and Citigroup;

First Amendment to the Amended and Restated Flow Servicing Agreement, dated as of August 1, 2006, by and between the Company and Citigroup; and

Assignment, Assumption and Recognition Agreement, dated as of February 28, 2006, by and between Citigroup, the Assignor and the Company.

Execution Copy

7/17/2007

CITIGROUP GLOBAL MARKETS REALTY CORP.

Owner

and

WELLS FARGO BANK, N.A.

Servicer

______________________________________________________

AMENDED AND RESTATED FLOW SERVICING AGREEMENT

Dated as of March 1, 2006

______________________________________________________

Fixed and Adjustable Rate

First and Second Lien Mortgage Loans

TABLE OF CONTENTS

ARTICLE I

DEFINITIONS

ARTICLE II

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

ARTICLE III

REPRESENTATIONS AND WARRANTIES REMEDIES AND BREACH

ARTICLE IV

ADMINISTRATION AND SERVICING OF MORTGAGE LOANS

ARTICLE V

PAYMENTS TO OWNER

ARTICLE VI

GENERAL SERVICING PROCEDURES

ARTICLE VII

SERVICER TO COOPERATE

ARTICLE VIII

THE SERVICER

ARTICLE IX

REMOVAL OF MORTGAGE LOANS FROM AGREEMENT

ARTICLE X

DEFAULT

ARTICLE XI

TERMINATION

ARTICLE XII

MISCELLANEOUS PROVISIONS

EXHIBITS

Exhibit A	Form of Acknowledgement Agreement
Exhibit B	Contents of each Custodial Mortgage File,
	Retained Mortgage File and Servicing File
Exhibit C	Servicing Criteria
Exhibit D	Form of Sarbanes Certification
Exhibit E	[Reserved]
Exhibit F	Form of Assignment, Assumption and Recognition Agreement

Exhibit G	Form of Opinion of Counsel