Common use of REMOVAL OF MORTGAGE LOANS FROM AGREEMENT Clause in Contracts

REMOVAL OF MORTGAGE LOANS FROM AGREEMENT. Section 9.01 Removal of Mortgage Loans from Inclusion Under this Agreement The Purchaser and the Company agree that with respect to some or all of the Mortgage Loans, the Purchaser, at its sole option, may effect Whole Loan Transfers, Agency Sales or Securitization Transactions, retaining the Company as the servicer thereof or as subservicer if a master servicer is employed, or as applicable the "seller/servicer." In the event that any Mortgage Loan transferred pursuant to this Section 9.01 is rejected by the transferee, the Company shall continue to service such rejected Mortgage Loan on behalf of the Purchaser in accordance with the terms and provisions of this Agreement. The Company shall cooperate with the Purchaser in connection with each Whole Loan Transfer, Agency Sales or Securitization Transaction in accordance with this Section 9.01, provided that no such Whole Loan Transfer, Agency Sale or Securitization Transaction shall create a greater obligation or cost on the part of the Company than otherwise set forth in this Agreement. In connection therewith the Company shall: (a) make all representations and warranties with respect to the Mortgage Loans as of the Closing Date and with respect to the Company itself as of the closing date of each Whole Loan Transfer, Agency Sales or Securitization Transaction; (b) negotiate in good faith and execute any seller/servicer agreements required by the shelf registrant to effectuate the foregoing; (c) represent to the Purchaser, the depositor, the trustee, and the initial purchaser of the securities issued in connection with any Securitization Transaction that: (1) that the Company has serviced the Mortgage Loans in accordance with the terms of this Agreement, and has otherwise complied with all covenants and obligations hereunder, and (2) that the Company has taken no action that would, nor omitted to take any required action the omission of which would, have the effect of impairing the mortgage insurance or guarantee on the Mortgage Loans; (d) deliver an opinion of counsel (which can be an opinion of in-house counsel to the Company) reasonably acceptable to the Purchaser; provided that any out-of-pocket, third party expenses incurred by the Company in connection with the foregoing shall be paid by the Purchaser; (e) in connection with any Securitization Transaction occurring on or before December 31, 2005, provide as applicable: (i) any and all information and appropriate verification of information which may be reasonably available to the Company, including a description of the Company, the Company's foreclosure, delinquency experience and the Company's underwriting standards, including any such descriptions for inclusion in any prospectus, prospectus supplement or other offering document in connection with any Securitization Transaction, whether through letters of its auditors and counsel or otherwise as the Purchaser shall request; provided that the Purchaser executes an Indemnification Agreement substantially in the form of Exhibit G attached hereto; (ii) such additional representations, warranties, covenants, opinions of counsel, letters from auditors, and certificates of public officials or officers of the Company as are reasonably believed necessary by the trustee, any rating agency or the Purchaser, as the case may be, in connection with such Whole Loan Transfers, Agency Sales or Securitization Transactions. The Purchaser shall pay all third party costs associated with the preparation of such information. The Company shall execute any seller/servicer agreements required within a reasonable period of time after receipt of such seller/servicer agreements which time shall be sufficient for the Company and Company's counsel to review such seller/servicer agreements. Under any such Agreements, the Company shall retain the Servicing Fee with respect to each Mortgage Loan at the Servicing Fee Rate; (f) in connection with any Securitization Transaction occurring on or after January 1, 2006, the Company shall (1) within five (5) Business Days following request by the Purchaser or any Depositor, provide to the Purchaser and such Depositor (or, as applicable, cause each Third-Party Originator and each Subservicer to provide), in writing and in form and substance reasonably satisfactory to the Purchaser and such Depositor, the information and materials specified in paragraphs (i), (ii), (iii) and (vii) of this subsection (f), and (2) as promptly as practicable following notice to or discovery by the Company, provide to the Purchaser and any Depositor (in writing and in form and substance reasonably satisfactory to the Purchaser and such Depositor) the information specified in paragraph (iv) of this subsection (f). (i) If so requested by the Purchaser or any Depositor, the Company shall provide such information regarding (1) the Company, as originator of the Mortgage Loans (including as an acquirer of Mortgage Loans from a Qualified Correspondent), or (2) each Third-Party Originator, and (3) as applicable, each Subservicer, as is requested for the purpose of compliance with Items 1103(a)(1), 1105, 1110, 1117 and 1119 of Regulation AB. Such information shall include, at a minimum: (A) the originator's form of organization; (B) a description of the originator's origination program and how long the originator has been engaged in originating residential mortgage loans, which description shall include a discussion of the originator's experience in originating mortgage loans of a similar type as the Mortgage Loans; information regarding the size and composition of the originator's origination portfolio; and information that may be material, in the good faith judgment of the Purchaser or any Depositor, to an analysis of the performance of the Mortgage Loans, including the originators' credit-granting or underwriting criteria for mortgage loans of similar type(s) as the Mortgage Loans and such other information as the Purchaser or any Depositor may reasonably request for the purpose of compliance with Item 1110(b)(2) of Regulation AB; (C) a description of any material legal or governmental proceedings pending (or known to be contemplated) against the Company, each Third-Party Originator and each Subservicer; and (D) a description of any affiliation or relationship between the Company, each Third-Party Originator, each Subservicer and any of the following parties to a Securitization Transaction, as such parties are identified to the Company by the Purchaser or any Depositor in writing in advance of a Securitization Transaction: (1) the sponsor; (2) the depositor; (3) the issuing entity;

REMOVAL OF MORTGAGE LOANS FROM AGREEMENT. Section 9.01 Removal of Mortgage Loans from Inclusion Under this Agreement The Purchaser and the Company agree that with respect to some or all of the Mortgage Loans, the Purchaser, at its sole option, may effect Whole Loan Transfers, Agency Sales or Securitization Transactions, retaining the Company as the servicer thereof or as subservicer if a master servicer is employed, or as applicable the "seller/servicer." In the event that any Mortgage Loan transferred pursuant to this Section 9.01 is rejected by the transferee, the Company shall continue to service such rejected Mortgage Loan on behalf of the Purchaser in accordance with the terms and provisions of this Agreement. The Company shall cooperate with the Purchaser in connection with each Whole Loan Transfer, Agency Sales Sale or Securitization Transaction in accordance with this Section 9.01, ; provided that no such Whole Loan Transfer, Agency Sale or Securitization Transaction shall create a greater obligation or cost on the part of the Company than otherwise set forth in this Agreement. In connection therewith the Company shalltherewith: (a) the Company shall make all representations and warranties with respect to the Mortgage Loans as of the Closing Date and with respect to the Company itself as of the closing date of each Agency Sale, Whole Loan Transfer, Agency Sales Transfer or Securitization Transaction; (b) the Company shall negotiate in good faith and execute any seller/servicer agreements required by the shelf registrant to effectuate the foregoing; (c) represent the Company shall cooperate fully with the Purchaser and any prospective purchaser with respect to all reasonable requests and due diligence procedures and with respect to the Purchaserpreparation (including, but not limited to, the depositorendorsement, the trusteedelivery, assignment, and the initial purchaser execution) of the securities issued in connection with any Securitization Transaction that: (1) that the Company has serviced the Mortgage Loans in accordance with the terms of this Agreement, Loan Documents and has otherwise complied with all covenants and obligations hereunder, and (2) that the Company has taken no action that would, nor omitted to take any required action the omission of which would, have the effect of impairing the mortgage insurance or guarantee on the Mortgage Loansother related documents; (d) deliver an opinion of counsel (which can be an opinion of in-house counsel to the Company) reasonably acceptable to the Purchaser; provided that any out-of-pocket, third party expenses incurred by the Company in connection with the foregoing shall be paid by the Purchaser; (e) in connection with any Securitization Transaction occurring on or before December 31, 2005, provide as applicable: (i) any and all information and appropriate verification of information which may be reasonably available to the Company, including a description of the Company, the Company's foreclosure, delinquency experience and the Company's underwriting standards, including any such descriptions for inclusion in any prospectus, prospectus supplement or other offering document in connection with any Securitization Transaction, whether through letters of its auditors and counsel or otherwise as the Purchaser shall request; provided that the Purchaser executes an Indemnification Agreement substantially in the form of Exhibit G attached hereto; (ii) such additional representations, warranties, covenants, opinions of counsel, letters from auditors, and counsel or certificates of public officials or officers of the Company as are reasonably believed necessary by the trustee, any rating agency or the Purchaser, as the case may be, in connection with such Agency Sales or Whole Loan Transfers, Agency Sales or Securitization Transactions. The Purchaser shall pay all third third-party costs associated with the preparation of such information. The Company shall ; and (ii) execute any seller/servicer agreements required within a reasonable period of time after receipt of such seller/servicer agreements which time shall be sufficient for the Company and Company's counsel to review such seller/servicer agreements. Under any such Agreementsthis Agreement, the Company shall retain the a Servicing Fee with respect to for each Mortgage Loan at the Servicing Fee Rate; (fe) in In connection with any Securitization Transaction occurring on or after January 1, 2006Transaction, the Company shall (1) within five (5) Business Days following request by the Purchaser or any Depositor, provide to the Purchaser and such Depositor (or, as applicable, cause each Third-Party Originator and each Subservicer to provide), in writing and in form and substance reasonably satisfactory to the Purchaser and such Depositor, the information and materials specified in paragraphs (i), (ii), (iii), (vii) and (viiviii) of this subsection (fd), and (2) as promptly as practicable following notice to or discovery by the Company, provide to the Purchaser and any Depositor (in writing and in form and substance reasonably satisfactory to the Purchaser and such Depositor) the information specified in paragraph (iv) of this subsection (fd). (i) If so requested by the Purchaser or any Depositor, the Company shall provide such information regarding (1) the Company, as originator of the Mortgage Loans (including as an acquirer of Mortgage Loans from a Qualified Correspondent), or (2) each Third-Party Originator, and (3) as applicable, each Subservicer, as is requested for the purpose of compliance with Items 1103(a)(1), 1105, 1110, 1117 and 1119 of Regulation AB. Such information shall include, at a minimum: (A) the originator's form of organization; (B) a description of the originator's origination program and how long the originator has been engaged in originating residential mortgage loans, which description shall include a discussion of the originator's experience in originating mortgage loans of a similar type as the Mortgage Loans; information regarding the size and composition of the originator's origination portfolio; and information that may be material, in the good faith judgment of the Purchaser or any Depositor, to an analysis of the performance of the Mortgage Loans, including the originators' credit-granting or underwriting criteria for mortgage loans of similar type(s) as the Mortgage Loans and such other information as the Purchaser or any Depositor may reasonably request for the purpose of compliance with Item 1110(b)(2) of Regulation AB; (C) a description of any material legal or governmental proceedings pending (or known to be contemplated) against the Company, each Third-Party Originator and each Subservicer; and (D) a description of any affiliation or relationship (of a type described in Item 1119 of Regulation AB) between the Company, each Third-Party Originator, each Subservicer and any of the following parties to a Securitization Transaction, as such parties are identified to the Company by the Purchaser or any Depositor in writing in advance of a Securitization Transaction: (1) the sponsor; ; (2) the depositor; ; (3) the issuing entity; (4) any servicer; (5) any trustee; (6) any originator; (7) any significant obligor; (8) any enhancement or support provider; and (9) any other material transaction party. (ii) If so requested by the Purchaser or any Depositor, the Company shall provide (or, as applicable, cause each Third-Party Originator to provide) Static Pool Information with respect to the mortgage loans (of a similar type as the Mortgage Loans, as reasonably identified by the Purchaser as provided below) originated by (1) the Company, if the Company is an originator of Mortgage Loans (including as an acquirer of Mortgage Loans from a Qualified Correspondent), and/or (2) each Third-Party Originator. Such Static Pool Information shall be prepared by the Company (or Third-Party Originator) on the basis of its reasonable, good faith interpretation of the requirements of Item 1105(a)(1)-(3)

REMOVAL OF MORTGAGE LOANS FROM AGREEMENT. Section 9.01 9.01. Removal of Mortgage Loans from Inclusion Under this Agreement Agreement. The Purchaser and the Company agree that with respect to some or all of the Mortgage Loans, the Purchaser, at its sole option, may effect Whole Loan Transfers, Agency Sales Transfers or Securitization Transactions, retaining the Company as the servicer thereof or as subservicer if a master servicer is employed, or as applicable the "seller/servicer." In the event that any Mortgage Loan transferred pursuant to this Section 9.01 is rejected by the transferee, the Company shall continue to service such rejected Mortgage Loan on behalf of the Purchaser in accordance with the terms and provisions of this Agreement. The Company shall cooperate with the Purchaser in connection with each Whole Loan Transfer, Agency Sales Transfer or Securitization Transaction in accordance with this Section 9.01, ; provided that no such Whole Loan Transfer, Agency Sale Transfer or Securitization Transaction shall create a greater obligation or cost on the part of the Company than otherwise set forth in this Agreement. In connection therewith the Company shalltherewith: (a) the Company shall make all representations and warranties with respect to the Mortgage Loans as of the Closing Date and with respect to the Company itself as of the closing date of each Whole Loan Transfer, Agency Sales Transfer or Securitization Transaction; (b) the Company shall negotiate in good faith and execute any seller/servicer agreements required by the shelf registrant to effectuate the foregoing; (c) represent to the Purchaser, the depositor, the trustee, Company shall make representations and the initial purchaser of the securities issued in connection with any Securitization Transaction that: warranties (1) that the Company has serviced the Mortgage Loans in accordance with the terms of this Agreement, provided accurate statements to the Purchaser pursuant to Section 5.02 of this Agreement, and has otherwise complied with all covenants and obligations hereunderhereunder and, and (2) that the Company has taken no action that would, nor omitted to take any required action the omission of which would, would have the effect of impairing the any mortgage insurance or guarantee on the Mortgage Loans; (d) deliver an opinion of counsel (which can be an opinion of in-house counsel to the Company) reasonably acceptable to the Purchaser; provided that any out-of-pocket, third party expenses incurred by the Company in connection with the foregoing shall be paid by the Purchaser; (e) in connection with any Securitization Transaction occurring on or before December 31, 2005, provide as applicable: (i) any and all information and appropriate verification of information which may be reasonably available to the Company, including a description of the Company, the Company's foreclosure, delinquency experience and the Company's underwriting standards, including any such descriptions for inclusion in any prospectus, prospectus supplement or other offering document in connection with any Securitization Transaction, whether through letters of its auditors and counsel or otherwise otherwise, as the Purchaser shall request; provided that the Purchaser executes an Indemnification Agreement substantially in the form of Exhibit G attached hereto; (ii) such additional representations, warranties, covenants, opinions of counsel, letters from auditors, and certificates of public officials or officers of the Company as are reasonably believed necessary by the trustee, any rating agency or the Purchaser, as the case may be, in connection with such Whole Loan Transfers, Agency Sales or Securitization Transactions. The Purchaser shall pay all third party costs associated with the preparation of such information. The Company shall execute any seller/servicer agreements required within a reasonable period of time after receipt of such seller/servicer agreements which time shall be sufficient for the Company and Company's counsel to review such seller/servicer agreements. Under any such Agreements, the Company shall retain the Servicing Fee with respect to each Mortgage Loan at the Servicing Fee Rate; (f) in connection with any Securitization Transaction occurring on or after January 1, 2006, the Company shall (1) within five (5) Business Days following request by the Purchaser or any Depositor, provide to the Purchaser and such Depositor (or, as applicable, cause each Third-Party Originator and each Subservicer to provide), in writing and in form and substance reasonably satisfactory to the Purchaser and such Depositor, the information and materials specified in paragraphs (i), (ii), (iii) and (vii) of this subsection (f), and (2) as promptly as practicable following notice to or discovery by the Company, provide to the Purchaser and any Depositor (in writing and in form and substance reasonably satisfactory to the Purchaser and such Depositor) the information specified in paragraph (iv) of this subsection (f). (i) If so requested by the Purchaser or any Depositor, the Company shall provide such information regarding (1) the Company, as originator of the Mortgage Loans (including as an acquirer of Mortgage Loans from a Qualified Correspondent), or (2) each Third-Party Originator, and (3) as applicable, each Subservicer, as is requested for the purpose of compliance with Items 1103(a)(1), 1105, 1110, 1117 and 1119 of Regulation AB. Such information shall include, at a minimum: (A) the originator's form of organization; (B) a description of the originator's origination program and how long the originator has been engaged in originating residential mortgage loans, which description shall include a discussion of the originator's experience in originating mortgage loans of a similar type as the Mortgage Loans; information regarding the size and composition of the originator's origination portfolio; and information that may be material, in the good faith judgment of the Purchaser or any Depositor, to an analysis of the performance of the Mortgage Loans, including the originators' credit-granting or underwriting criteria for mortgage loans of similar type(s) as the Mortgage Loans and such other information as the Purchaser or any Depositor may reasonably request for the purpose of compliance with Item 1110(b)(2) of Regulation AB; (C) a description of any material legal or governmental proceedings pending (or known to be contemplated) against the Company, each Third-Party Originator and each Subservicer; and (D) a description of any affiliation or relationship between the Company, each Third-Party Originator, each Subservicer and any of the following parties to a Securitization Transaction, as such parties are identified to the Company by the Purchaser or any Depositor in writing in advance of a Securitization Transaction: (1) the sponsor; (2) the depositor; (3) the issuing entity;Agency

REMOVAL OF MORTGAGE LOANS FROM AGREEMENT. Section 9.01 9.01. Removal of Mortgage Loans from Inclusion Under this Agreement Agreement. The Purchaser and the Company agree that with respect to some or all of the Mortgage Loans, the Purchaser, at its sole option, may effect Whole Loan Transfers, Agency Sales Transfers or Securitization TransactionsPass-Through Transfers, retaining the Company as the servicer thereof or as subservicer if a master servicer is employed, or as applicable the "seller/servicer." In the event that any Mortgage Loan transferred pursuant to this Section 9.01 is rejected by the transferee, the Company shall continue to service such rejected Mortgage Loan on behalf of the Purchaser in accordance with the terms and provisions of this Agreement. The Company shall cooperate with the Purchaser in connection with each Whole Loan Transfer, Agency Sales Transfer or Securitization Transaction Pass-Through Transfer in accordance with this Section 9.01, ; provided that no such Whole Loan Transfer, Agency Sale Transfer or Securitization Transaction Pass-Through Transfer shall create a greater obligation or cost on the part of the Company than otherwise set forth in this Agreement. In connection therewith the Company shall: (a) make all representations and warranties with respect to the Mortgage Loans as of the Closing Date and with respect to the Company itself as of the closing date of each Whole Loan Transfer, Agency Sales Transfer or Securitization TransactionPass-Through Transfer; (b) negotiate in good faith and execute any seller/servicer agreements required by the shelf registrant to effectuate the foregoing; (c) represent to the Purchaser, the depositor, the trustee, make representations and the initial purchaser of the securities issued in connection with any Securitization Transaction that: warranties (1) that the Company has serviced the Mortgage Loans in accordance with the terms of this Agreement, provided accurate statements to the Purchaser pursuant to Section 5.02 of this Agreement, and has otherwise complied with all covenants and obligations hereunderhereunder and, and (2) that the Company has taken no action that would, nor omitted to take any required action the omission of which would, would have the effect of impairing the any mortgage insurance or guarantee on the Mortgage Loans; (d) deliver an opinion of counsel (which can be an opinion of in-house counsel to the Company) reasonably acceptable to the Purchaser; provided that any out-of-pocket, third party expenses incurred by the Company in connection with the foregoing shall be paid by the Purchaser; (e) in connection with any Securitization Transaction occurring on or before December 31, 2005, provide as applicable: (i) any and all information and appropriate verification of information which may be reasonably available to the Company, including a description of the Company, the Company's foreclosure, delinquency experience and the Company's underwriting standards, including any such descriptions for inclusion in any prospectus, prospectus supplement or other offering document in connection with any Securitization Transaction, whether through letters of its auditors and counsel or otherwise otherwise, as the Purchaser shall request; provided that the Purchaser executes an Indemnification Agreement substantially in the form of Exhibit G attached hereto; (ii) such additional representations, warranties, covenants, opinions of counsel, letters from auditors, and certificates of public officials or officers of the Company as are reasonably believed necessary by the trustee, any rating agency or the Purchaser, as the case may be, in connection with such Whole Loan Transfers, Agency Sales Transfers or Securitization TransactionsPass-Through Transfers. The Purchaser shall pay all third party costs associated with the preparation of such information. The Company shall execute any seller/servicer agreements required within a reasonable period of time after receipt of such seller/servicer agreements which time shall be sufficient for the Company and the Company's counsel to review such seller/servicer agreements. Under any such Agreementsthis Agreement, the Company shall retain the a Servicing Fee with respect to for each Mortgage Loan at the a Servicing Fee Rate; (iii) at any time as required by any Rating Agency, such additional documents from the related Retained Mortgage File to the Custodian as may be required by such Rating Agency. (e) cooperate with the Purchaser in servicing the Mortgage Loans in accordance with the usual and customary requirements of any credit enhancement, risk management and other service providers and shall otherwise cooperate with the Purchaser in connection with such third party service providers and the provision of third party services relating to a Pass-Through Transfer; provided, however, that such requirements are reasonably acceptable to the Company and pose no greater risk, obligation or expense to the Company than otherwise set forth in this Agreement. Any additional costs and/or expenses will be paid by the requesting party; (f) indemnify the Purchaser, each Affiliate, participating in such Whole Loan Transfer, Agency Sale or Pass-Through Transfer, designated by the Purchaser and each Person who controls the Purchaser or such Affiliate for any material misstatements or omissions contained in the information provided pursuant to (d) above, provided that the Purchaser shall also provide indemnification to the Company, it successors or assigns, with respect to the accuracy of all other information the Purchaser may disclose in any securitization offering materials; and (g) with respect to any Mortgage Loans that are subject to a Pass-Through Transfer or other securitization in which the filing of a Xxxxxxxx-Xxxxx Certification directly with the SEC is required, by February 28th of each year or in connection with any Securitization Transaction occurring on additional Xxxxxxxx-Xxxxx Certification required to be filed upon thirty (30) days written request, an officer of the Seller shall execute and deliver an Officer's Certificate substantially in the form attached hereto as Exhibit E, (or after January 1in such other form as may be required under the ABS Rules) to the Purchaser, 2006any master servicer and any depositor for the benefit of each such entity and such entity's affiliates and the officers, directors and agents of such entity and such entity's affiliates, and shall indemnify any such entity or persons arising out of any breach of Seller's obligations relating thereto as provided in such Officer's Certificate. In the event the Purchaser has elected to have the Company hold record title to the Mortgages, prior to the Reconstitution Date the Company shall (1) within five (5) Business Days following request prepare an Assignment of Mortgage in blank for each Mortgage Loan that is a part of a Whole Loan Transfer or Agency Transfer or prepare an Assignment of Mortgage in blank or to the trustee from the Company acceptable to the trustee for each Mortgage Loan that is part of a Pass-Through Transfer. The Purchaser shall pay all preparation and recording costs associated therewith if the Assignments of Mortgage have been previously prepared and recorded in Purchaser's name. The Company shall execute each Assignment of Mortgage, track such Assignments of Mortgage to ensure they have been recorded and deliver them as required by the Purchaser or any Depositor, provide to the Purchaser and such Depositor (or, as applicable, cause each Third-Party Originator and each Subservicer to provide), in writing and in form and substance reasonably satisfactory to the Purchaser and such Depositor, the information and materials specified in paragraphs (i), (ii), (iii) and (vii) of this subsection (f), and (2) as promptly as practicable following notice to or discovery by trustee upon the Company, provide to the Purchaser and any Depositor (in writing and in form and substance reasonably satisfactory to the Purchaser and such Depositor) the information specified in paragraph (iv) of this subsection (f). (i) If so requested by the Purchaser or any Depositor, the Company shall provide such information regarding (1) the Company, as originator of the Mortgage Loans (including as an acquirer of Mortgage Loans from a Qualified Correspondent), or (2) each Third-Party Originator, and (3) as applicable, each Subservicer, as is requested for the purpose of compliance with Items 1103(a)(1), 1105, 1110, 1117 and 1119 of Regulation AB. Such information shall include, at a minimum: (A) the originator's form of organization; (B) a description of the originator's origination program and how long the originator has been engaged in originating residential mortgage loans, which description shall include a discussion of the originator's experience in originating mortgage loans of a similar type as the Mortgage Loans; information regarding the size and composition of the originator's origination portfolio; and information that may be material, in the good faith judgment of the Purchaser or any Depositor, to an analysis of the performance of the Mortgage Loans, including the originators' credit-granting or underwriting criteria for mortgage loans of similar type(s) as the Mortgage Loans and such other information as the Purchaser or any Depositor may reasonably request for the purpose of compliance with Item 1110(b)(2) of Regulation AB; (C) a description of any material legal or governmental proceedings pending (or known to be contemplated) against the Company, each Third-Party Originator and each Subservicer; and (D) a description of any affiliation or relationship between the Company, each Third-Party Originator, each Subservicer and any of the following parties to a Securitization Transaction, as such parties are identified to the Company by the Purchaser or any Depositor in writing in advance of a Securitization Transaction: (1) the sponsor; (2) the depositor; (3) the issuing entity;receipt

REMOVAL OF MORTGAGE LOANS FROM AGREEMENT. Section 9.01 Removal of Mortgage Loans from Inclusion Under this Agreement The Purchaser and the Company agree that with respect to some or all of the Mortgage Loans, the Purchaser, at its sole option, may effect Whole Loan Transfers, Agency Sales or Securitization TransactionsPass-Through Transfers, retaining the Company as the servicer thereof or as subservicer if a master servicer is employed, or as applicable the "seller/servicer." In the event that any Mortgage Loan transferred pursuant to this Section 9.01 is rejected by the transferee, the Company shall continue to service such rejected Mortgage Loan on behalf of the Purchaser in accordance with the terms and provisions of this Agreement. The Company shall cooperate with the Purchaser in connection with each Whole Loan Transfer, Agency Sales Sale or Securitization Transaction Pass-Through Transfer in accordance with this Section 9.01, ; provided that no such Whole Loan Transfer, Agency Sale or Securitization Transaction Pass-Through Transfer shall create a greater obligation or cost on the part of the Company than otherwise set forth in this Agreement. In connection therewith the Company shall: (a) make all representations and warranties with respect to the Mortgage Loans as of the Closing Date and with respect to the Company itself as of the closing date of each Agency Sale, Whole Loan Transfer or Pass-Through Transfer, Agency Sales or Securitization Transaction; (b) negotiate in good faith and execute any seller/servicer agreements required by the shelf registrant to effectuate the foregoing; (c) represent with respect to any Mortgage Loans that are subject to a Pass-Through Transfer or other securitization (a "Securitization") in which the Purchaserfiling of a Xxxxxxxx-Xxxxx Certification directly with the Securities and Exchange Commission is required, the depositor, the trustee, and the initial purchaser by February 28th of the securities issued each year or in connection with any Securitization Transaction that: additional Xxxxxxxx-Xxxxx Certification required to be filed upon thirty (130) that days written request, an officer of the Company has serviced shall execute and deliver an Officer's Certification substantially in the Mortgage Loans in accordance form attached hereto as Exhibit G, to the entity filing the Xxxxxxxx-Xxxxx Certification directly with the terms Securities and Exchange Commission (the "Sarbanes Certifying Party") for the benefit of this Agreementsuch entity and such entity's affiliates and the officers, directors and agents of such entity and such entity's affiliates, and has otherwise complied with all covenants and shall indemnify such entity or persons arising out of any breach of Company's obligations hereunder, and (2) that the Company has taken no action that would, nor omitted to take any required action the omission of which would, have the effect of impairing the mortgage insurance or guarantee on the Mortgage Loans;representations relating thereto as provided in such Officer's Certification. (d) deliver an opinion of counsel (which can be an opinion of in-house counsel to cooperate fully with the Purchaser and any prospective purchaser with respect to all reasonable requests and due diligence procedures and with respect to the Companypreparation (including, but not limited to, the endorsement, delivery, assignment, and execution) reasonably acceptable to of the Purchaser; provided that any out-of-pocket, third party expenses incurred by the Company in connection with the foregoing shall be paid by the PurchaserMortgage Loan Documents and other related documents; (e) in connection with any Securitization Transaction occurring on or before December 31, 2005, provide as applicable: (i) any and all information and appropriate verification of information which may be reasonably available to the Company, including a description of the Company, the Company's foreclosure, delinquency experience and the Company's underwriting standards, including any such descriptions for inclusion in any prospectus, prospectus supplement or other offering document in connection with any Securitization Transaction, whether through letters of its auditors and counsel or otherwise otherwise, as the Purchaser shall request; provided that the Purchaser executes an Indemnification Agreement substantially in the form of Exhibit G H attached hereto; (ii) such additional representations, warranties, covenants, opinions of counsel, letters from auditors, and certificates of public officials or officers of the Company as are reasonably believed necessary by the trustee, any rating agency or the Purchaser, as the case may be, in connection with such Agency Sales, Whole Loan Transfers or Pass-Through Transfers, Agency Sales or Securitization Transactions. The Purchaser shall pay all third third-party costs associated with the preparation of such information. The Company shall execute any seller/servicer agreements required within a reasonable period of time after receipt of such seller/servicer agreements which time shall be sufficient for the Company and Company's counsel to review such seller/servicer agreements. Under any such Agreementsthis Agreement, the Company shall retain the a Servicing Fee with respect to for each Mortgage Loan at the Servicing Fee Rate; (f) to negotiate and execute one or more subservicing agreements between the Company and any master servicer which is generally considered to be a prudent master servicer in the secondary mortgage market, designated by the Purchaser in its sole discretion after consultation with the Company and/or one or more custodial and servicing agreements among the Purchaser, the Company and a third party custodian/trustee which is generally considered to be a prudent custodian/trustee in the secondary mortgage market designated by the Purchaser in its sole discretion after consultation with the Company, in either case for the purpose of pooling the Mortgage Loans with other Mortgage Loans for resale or securitization; (g) in connection with any Securitization Transaction occurring on securitization of any Mortgage Loans, to execute a pooling and servicing agreement, which pooling and servicing agreement may, at the Purchaser's direction, contain contractual provisions including, but not limited to, a 24 day certificate payment delay (54 day total payment delay), servicer advances of delinquent scheduled payments of principal and interest through liquidation (unless deemed non recoverable) and prepayment interest shortfalls (to the extent of the monthly servicing fee payable thereto); In the event the Purchaser has elected to have the Company hold record title to the Mortgages, prior to the Reconstitution Date the Company shall prepare an Assignment of Mortgage in blank or after January 1to the trustee from the Company acceptable to the trustee for each Mortgage Loan that is part of the Agency Sales, 2006Whole Loan Transfers or Pass-Through Transfers. The Purchaser shall pay all preparation and recording costs associated therewith, if the Assignments of Mortgage have been previously prepared and recorded in the name of the Purchaser or its designee. The Company shall execute each Assignment of Mortgage, track such Assignments of Mortgage to ensure they have been recorded and deliver them as required by the trustee upon the Company's receipt thereof. Additionally, the Company shall (1) within five (5) Business Days following request by prepare and execute, at the Purchaser or direction of the Purchaser, any Depositor, provide to the Purchaser note endorsements in connection with any and such Depositor (or, as applicable, cause each Third-Party Originator and each Subservicer to provide), in writing and in form and substance reasonably satisfactory to the Purchaser and such Depositor, the information and materials specified in paragraphs (i), (ii), (iii) and (vii) of this subsection (f), and (2) as promptly as practicable following notice to or discovery by the Company, provide to the Purchaser and any Depositor (in writing and in form and substance reasonably satisfactory to the Purchaser and such Depositor) the information specified in paragraph (iv) of this subsection (f). all seller/servicer agreements. All Mortgage Loans (i) If so requested by the Purchaser not sold or any Depositortransferred pursuant to Agency Sales, the Company shall provide such information regarding (1) the Company, as originator of the Mortgage Loans (including as an acquirer of Mortgage Loans from a Qualified Correspondent), Whole Loan Transfers or Pass-Through Transfers or (2ii) each Third-Party Originator, and (3) as applicable, each Subservicer, as is requested for the purpose of compliance with Items 1103(a)(1), 1105, 1110, 1117 and 1119 of Regulation AB. Such information shall include, at a minimum: (A) the originator's form of organization; (B) a description of the originator's origination program and how long the originator has been engaged in originating residential mortgage loans, which description shall include a discussion of the originator's experience in originating mortgage loans of a similar type as the Mortgage Loans; information regarding the size and composition of the originator's origination portfolio; and information that may be material, in the good faith judgment of the Purchaser or any Depositor, to an analysis of the performance of the Mortgage Loans, including the originators' credit-granting or underwriting criteria for mortgage loans of similar type(s) as the Mortgage Loans and such other information as the Purchaser or any Depositor may reasonably request for the purpose of compliance with Item 1110(b)(2) of Regulation AB; (C) a description of any material legal or governmental proceedings pending (or known to be contemplated) against the Company, each Third-Party Originator and each Subservicer; and (D) a description of any affiliation or relationship between the Company, each Third-Party Originator, each Subservicer and any of the following parties are subject to a Securitization Transactionfor which the related trust is terminated for any reason, as such parties are identified shall remain subject to this Agreement and shall continue to be serviced in accordance with the Company by the Purchaser or any Depositor terms of this Agreement and with respect thereto this Agreement shall remain in writing in advance of a Securitization Transaction: (1) the sponsor; (2) the depositor; (3) the issuing entity;full force and effect.

REMOVAL OF MORTGAGE LOANS FROM AGREEMENT. Section 9.01 Removal of Mortgage Loans from Inclusion Under this Agreement Agreement. The Purchaser and the Company agree that with respect to some or all of the Mortgage Loans, the Purchaser, at its sole option, may effect Whole Loan Transfers or Pass-Through Transfers, Agency Sales or Securitization Transactions, retaining the Company as the servicer thereof or as subservicer if a master servicer is employed, or as applicable the "seller/servicer." In On the Reconstitution Date, the Mortgage Loans transferred shall cease to be covered by 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 Company shall continue to service such rejected Mortgage Loan on behalf of the Purchaser in accordance with the terms and provisions of this Agreement. The Company shall cooperate with the Purchaser in connection with each Whole Loan Transfer, Agency Sales Transfer or Securitization Transaction Pass-Through Transfer in accordance with this Section 9.01, provided that no such Whole Loan Transfer, Agency Sale or Securitization Transaction shall create a greater obligation or cost on the part of the Company than otherwise set forth in this Agreement. In connection therewith the Company shall: (a) make all representations and warranties with respect to the Mortgage Loans as of the Closing Date and with respect to the Company itself as of the closing date of each Whole Loan Transfer or Pass-Through Transfer, Agency Sales or Securitization Transaction; (b) negotiate in good faith and execute any seller/servicer agreements required by the shelf registrant to effectuate the foregoingforegoing provided such agreements create no greater obligation or cost on the part of the Company than otherwise set forth in this Agreement; (c) represent to the Purchaser, the depositor, the trustee, make representations and the initial purchaser of the securities issued in connection with any Securitization Transaction that: warranties (1) that the Company has serviced the Mortgage Loans in accordance with the terms of this Agreement, provided accurate statements to the Purchaser pursuant to Section 5.02 of this Agreement, and has otherwise complied with all covenants and obligations hereunder, hereunder and (2) that the Company has taken no action that would, nor omitted to take any required action the omission of which would, would have the effect of impairing the any mortgage insurance or guarantee on the Mortgage Loans; (d) deliver an opinion of counsel (which can be an opinion of in-house counsel to the Company) reasonably acceptable to the Purchaser; provided that any out-of-pocket, third party expenses incurred by the Company in connection with the foregoing shall be paid by the Purchaser; (e) in connection with any Securitization Transaction occurring on or before December 31, 2005, provide as applicable: (i) any and all information and appropriate verification of information which may be reasonably available to the Company, including a description of the Company, the Company's foreclosure, delinquency experience and the Company's underwriting standards, including any such descriptions for inclusion in any prospectus, prospectus supplement or other offering document in connection with any Securitization Transaction, whether through letters of its auditors and counsel or otherwise otherwise, as the Purchaser shall request; provided that the Purchaser executes an Indemnification Agreement substantially in the form of Exhibit G attached hereto; (ii) such additional representations, warranties, covenants, opinions of counsel, letters from auditors, and certificates of public officials or officers of the Company as are reasonably believed necessary by the trustee, any rating agency or the Purchaser, as the case may be, in connection with such Whole Loan Transfers or Pass-Through Transfers, Agency Sales or Securitization Transactions. The Purchaser shall pay all third party costs associated with the preparation of such information. The Company shall execute any seller/servicer agreements required within a reasonable period of time after receipt of such seller/servicer agreements which time shall be sufficient for the Company and the Company's counsel to review such seller/servicer agreements. Under any such Agreementsthis Agreement, the Company shall retain the a Servicing Fee with respect to for each Mortgage Loan Loan, at the Servicing Fee Rate; (e) indemnify the Purchaser for any material misstatements or omissions contained in the information provided pursuant to (d) above, provided that the Purchaser shall also provide indemnification to the Company, it successors or assigns, with respect to the accuracy of all other information the Purchaser may disclose in any securitization offering materials; and (f) with respect to any Mortgage Loans that are subject to a Pass-Through Transfer or other securitization (a "Securitization") in which the filing of a Xxxxxxxx-Xxxxx Certification directly with the SEC is required, by February 28th of each year or in connection with any Securitization Transaction occurring on additional Xxxxxxxx-Xxxxx Certification required to be filed upon thirty (30) days written request, an officer of the Company shall execute and deliver an Officer's Certification substantially in the form attached hereto as Exhibit F, to the entity filing the Xxxxxxxx-Xxxxx Certification directly with the SEC (such as the Purchaser, any master servicer, any trustee or after January 1any depositor) for the benefit of such entity and such entity's affiliates and the officers, 2006directors and agents of such entity and such entity's affiliates, and shall indemnify such entity or persons arising out of any breach of Company's obligations or representations relating thereto as provided in such Officer's Certification. In the event the Purchaser has elected to have the Company hold record title to the Mortgages, prior to the Reconstitution Date the Company shall prepare an Assignment in blank or to the trustee from the Company acceptable to the trustee for each Mortgage Loan that is part of the Whole Loan Transfers or Pass-Through Transfers. The Purchaser shall pay all preparation and recording costs associated therewith if the Assignments of Mortgage have not been previously prepared and recorded in Purchaser's name. The Company shall execute each Assignment, track such Assignments to ensure they have been recorded and deliver them as required by the trustee upon the Company's receipt thereof. Additionally, the Company shall (1) within five (5) Business Days following request by prepare and execute, at the Purchaser direction of the Purchaser, any note endorsements in connection with any and all seller/servicer agreements. All Mortgage Loans not sold or any Depositor, provide transferred pursuant to Whole Loan Transfers or Pass-Through Transfers shall remain subject to this Agreement and shall continue to be serviced in accordance with the Purchaser and such Depositor (or, as applicable, cause each Third-Party Originator and each Subservicer to provide), in writing and in form and substance reasonably satisfactory to the Purchaser and such Depositor, the information and materials specified in paragraphs (i), (ii), (iii) and (vii) terms of this subsection (f), Agreement and (2) as promptly as practicable following notice to or discovery by the Company, provide to the Purchaser with respect thereto this Agreement shall remain in full force and any Depositor (in writing and in form and substance reasonably satisfactory to the Purchaser and such Depositor) the information specified in paragraph (iv) of this subsection (f)effect. (i) If so requested by the Purchaser or any Depositor, the Company shall provide such information regarding (1) the Company, as originator of the Mortgage Loans (including as an acquirer of Mortgage Loans from a Qualified Correspondent), or (2) each Third-Party Originator, and (3) as applicable, each Subservicer, as is requested for the purpose of compliance with Items 1103(a)(1), 1105, 1110, 1117 and 1119 of Regulation AB. Such information shall include, at a minimum: (A) the originator's form of organization; (B) a description of the originator's origination program and how long the originator has been engaged in originating residential mortgage loans, which description shall include a discussion of the originator's experience in originating mortgage loans of a similar type as the Mortgage Loans; information regarding the size and composition of the originator's origination portfolio; and information that may be material, in the good faith judgment of the Purchaser or any Depositor, to an analysis of the performance of the Mortgage Loans, including the originators' credit-granting or underwriting criteria for mortgage loans of similar type(s) as the Mortgage Loans and such other information as the Purchaser or any Depositor may reasonably request for the purpose of compliance with Item 1110(b)(2) of Regulation AB; (C) a description of any material legal or governmental proceedings pending (or known to be contemplated) against the Company, each Third-Party Originator and each Subservicer; and (D) a description of any affiliation or relationship between the Company, each Third-Party Originator, each Subservicer and any of the following parties to a Securitization Transaction, as such parties are identified to the Company by the Purchaser or any Depositor in writing in advance of a Securitization Transaction: (1) the sponsor; (2) the depositor; (3) the issuing entity;

REMOVAL OF MORTGAGE LOANS FROM AGREEMENT. Section 9.01 Removal of Mortgage Loans from Inclusion Under this Agreement The Purchaser and the Company agree that with respect to some or all of the Mortgage Loans, the Purchaser, at its sole option, may shall effect up to four Whole Loan Transfers or Pass-Through Transfers, Agency Sales or Securitization Transactions, retaining the Company as the servicer thereof or as subservicer if a master servicer is employed, or as applicable the "seller/servicer." In On the Reconstitution Date, the Mortgage Loans transferred shall cease to be covered by this Agreement; provided, however, that, in the event that any Mortgage Loan transferred pursuant to this Section 9.01 9 is rejected by the transferee, the Company shall continue to service such rejected Mortgage Loan on behalf of the Purchaser in accordance with the terms and provisions of this Agreement. The Company shall cooperate with the Purchaser in connection with each Whole Loan Transfer, Agency Sales Transfer or Securitization Transaction Pass-Through Transfer in accordance with this Section 9.01, provided that no such Whole Loan Transfer, Agency Sale or Securitization Transaction shall create a greater obligation or cost on the part of the Company than otherwise set forth in this Agreement9. In connection therewith the Company shall: (a) make all representations and warranties with respect to the Mortgage Loans as of the Closing Date and with respect to the Company itself as of the closing date of each Whole Loan Transfer or Pass-Through Transfer, Agency Sales or Securitization Transaction; (b) negotiate in good faith and execute any seller/servicer agreements required by the shelf registrant to effectuate the foregoingforegoing provided such agreements create no greater obligation or cost on the part of the Company than otherwise set forth in this Agreement; (c) represent to the Purchaser, the depositor, the trustee, and the initial purchaser of the securities issued in connection with any Securitization Transaction that: (1) that the Company has serviced the Mortgage Loans in accordance with the terms of this Agreement, and has otherwise complied with all covenants and obligations hereunder, and (2) that the Company has taken no action that would, nor omitted to take any required action the omission of which would, have the effect of impairing the mortgage insurance or guarantee on the Mortgage Loans; (d) deliver an opinion of counsel (which can be an opinion of in-house counsel to the Company) reasonably acceptable to the Purchaser; provided that any out-of-pocket, third party expenses incurred by the Company in connection with the foregoing shall be paid by the Purchaser; (e) in connection with any Securitization Transaction occurring on or before December 31, 2005, provide as applicable: (i) any and all information and appropriate verification of information which may be reasonably available to the Company, including a description of the Company, the Company's foreclosure, foreclosure and delinquency experience and the Company's underwriting standards, including any such descriptions for inclusion in any prospectus, prospectus supplement or other offering document in connection with any Securitization Transaction, whether through letters of its auditors and counsel or otherwise otherwise, as the Purchaser shall request; provided that the Purchaser executes an Indemnification Agreement substantially in the form of Exhibit G attached hereto; (ii) such additional representations, warranties, covenants, opinions of counsel, letters from auditors, and certificates of public officials or officers of the Company as are reasonably believed necessary by the trustee, any rating agency or the Purchaser, as the case may be, in connection with such Whole Loan Transfers or Pass-Through Transfers, Agency Sales or Securitization Transactions. The Purchaser shall pay all third party costs associated with the preparation of such information. The Company shall execute any seller/servicer agreements required within a reasonable period of time after receipt of such seller/servicer agreements which time shall be sufficient for the Company and Company's counsel to review such seller/servicer agreements. Under any such Agreementsthis Agreement, the Company shall retain a servicing fee at a rate per annum equal to no less than 0.50 % per Mortgage Loan; and (d) indemnify the Servicing Fee Purchaser, its successors and assigns, GS Mortgage Securities Corp., its successors and assigns, Goldman, Sachs & Co., its successors and assigns and each Pxxxxx xho xxxxrols the Purchaser, GS Mortgage Securities Corp., Goldman, Sachs & Co. and their respective successors and asxxxxx, for any material misstatements or omissions contained in the information provided pursuant to (c) above, provided that the Purchaser shall also provide indemnification to the Company, it successors or assigns, and each Person who controls the Company, its successors and assigns, with respect to the accuracy of all other information the Purchaser may disclose in any securitization offering materials. In the event the Purchaser has elected to have the Company hold record title to the Mortgages, prior to the Reconstitution Date the Company shall prepare an Assignment in blank or to the trustee from the Company acceptable to the trustee for each Mortgage Loan that is part of the Whole Loan Transfers or Pass-Through Transfers. The Purchaser shall pay all preparation and recording costs associated therewith if the Assignments have not been previously prepared and recorded in Purchaser's name. The Company shall execute each Assignment, track such Assignments to ensure they have been recorded and deliver them as required by the trustee upon the Company's receipt thereof. Additionally, the Company shall prepare and execute, at the Servicing Fee Rate; (f) direction of the Purchaser, any note endorsements in connection with any Securitization Transaction occurring on and all seller/servicer agreements. All Mortgage Loans not sold or after January 1, 2006, transferred pursuant to Whole Loan Transfers or Pass-Through Transfers shall remain subject to this Agreement and shall continue to be serviced in accordance with the Company shall (1) within five (5) Business Days following request by the Purchaser or any Depositor, provide to the Purchaser and such Depositor (or, as applicable, cause each Third-Party Originator and each Subservicer to provide), in writing and in form and substance reasonably satisfactory to the Purchaser and such Depositor, the information and materials specified in paragraphs (i), (ii), (iii) and (vii) terms of this subsection (f), Agreement and (2) as promptly as practicable following notice to or discovery by the Company, provide to the Purchaser with respect thereto this Agreement shall remain in full force and any Depositor (in writing and in form and substance reasonably satisfactory to the Purchaser and such Depositor) the information specified in paragraph (iv) of this subsection (f)effect. (i) If so requested by the Purchaser or any Depositor, the Company shall provide such information regarding (1) the Company, as originator of the Mortgage Loans (including as an acquirer of Mortgage Loans from a Qualified Correspondent), or (2) each Third-Party Originator, and (3) as applicable, each Subservicer, as is requested for the purpose of compliance with Items 1103(a)(1), 1105, 1110, 1117 and 1119 of Regulation AB. Such information shall include, at a minimum: (A) the originator's form of organization; (B) a description of the originator's origination program and how long the originator has been engaged in originating residential mortgage loans, which description shall include a discussion of the originator's experience in originating mortgage loans of a similar type as the Mortgage Loans; information regarding the size and composition of the originator's origination portfolio; and information that may be material, in the good faith judgment of the Purchaser or any Depositor, to an analysis of the performance of the Mortgage Loans, including the originators' credit-granting or underwriting criteria for mortgage loans of similar type(s) as the Mortgage Loans and such other information as the Purchaser or any Depositor may reasonably request for the purpose of compliance with Item 1110(b)(2) of Regulation AB; (C) a description of any material legal or governmental proceedings pending (or known to be contemplated) against the Company, each Third-Party Originator and each Subservicer; and (D) a description of any affiliation or relationship between the Company, each Third-Party Originator, each Subservicer and any of the following parties to a Securitization Transaction, as such parties are identified to the Company by the Purchaser or any Depositor in writing in advance of a Securitization Transaction: (1) the sponsor; (2) the depositor; (3) the issuing entity;

REMOVAL OF MORTGAGE LOANS FROM AGREEMENT. Section 9.01 Removal of Mortgage Loans from Inclusion Under this Agreement The Purchaser and the Company agree that with respect to some or all of the Mortgage Loans, the Purchaser, at its sole option, may effect Whole Loan Transfers, Agency Sales or Securitization Transactions, retaining the Company as the servicer thereof or as subservicer if a master servicer is employed, or as applicable the "seller/servicer." In the event that any Mortgage Loan transferred pursuant to this Section 9.01 is rejected by the transferee, the Company shall continue to service such rejected Mortgage Loan on behalf of the Purchaser in accordance with the terms and provisions of this Agreement. The Company shall cooperate with the Purchaser in connection with each Whole Loan Transfer, Agency Sales Sale or Securitization Transaction in accordance with this Section 9.01, ; provided that no such Whole Loan Transfer, Agency Sale or Securitization Transaction shall create a greater obligation or cost on the part of the Company than otherwise set forth in this Agreement. In connection therewith the Company shalltherewith: (a) the Company shall make all representations and warranties with respect to the Mortgage Loans as of the Closing Date and with respect to the Company itself as of the closing date of each Agency Sale, Whole Loan Transfer, Agency Sales Transfer or Securitization Transaction; (b) the Company shall negotiate in good faith and execute any seller/servicer agreements required by the shelf registrant to effectuate the foregoing; (c) represent the Company shall cooperate fully with the Purchaser and any prospective purchaser with respect to all reasonable requests and due diligence procedures and with respect to the Purchaserpreparation (including, but not limited to, the depositorendorsement, the trusteedelivery, assignment, and the initial purchaser execution) of the securities issued in connection with any Securitization Transaction that: (1) that the Company has serviced the Mortgage Loans in accordance with the terms of this Agreement, Loan Documents and has otherwise complied with all covenants and obligations hereunder, and (2) that the Company has taken no action that would, nor omitted to take any required action the omission of which would, have the effect of impairing the mortgage insurance or guarantee on the Mortgage Loansother related documents; (d) deliver an opinion of counsel (which can be an opinion of in-house counsel to the Company) reasonably acceptable to the Purchaser; provided that any out-of-pocket, third party expenses incurred by the Company in connection with the foregoing shall be paid by the Purchaser; (e) in connection with any Securitization Transaction occurring on or before December 31, 2005, provide as applicable: (i) any and all information and appropriate verification of information which may be reasonably available to the Company, including a description of the Company, the Company's foreclosure, delinquency experience and the Company's underwriting standards, including any such descriptions for inclusion in any prospectus, prospectus supplement or other offering document in connection with any Securitization Transaction, whether through letters of its auditors and counsel or otherwise as the Purchaser shall request; provided that the Purchaser executes an Indemnification Agreement substantially in the form of Exhibit G attached hereto; (ii) such additional representations, warranties, covenants, opinions of counsel, letters from auditors, and counsel or certificates of public officials or officers of the Company as are reasonably believed necessary by the trustee, any rating agency or the Purchaser, as the case may be, in connection with such Agency Sales or Whole Loan Transfers, Agency Sales or Securitization Transactions. The Purchaser shall pay all third third-party costs associated with the preparation of such information. The Company shall ; and (ii) execute any seller/servicer agreements required within a reasonable period of time after receipt of such seller/servicer agreements which time shall be sufficient for the Company and Company's counsel to review such seller/servicer agreements. Under any such Agreementsthis Agreement, the Company shall retain the a Servicing Fee with respect to for each Mortgage Loan at the Servicing Fee Rate; (fe) in In connection with any Securitization Transaction occurring on or after January 1, 2006Transaction, the Company shall (1) within five (5) Business Days following request by the Purchaser or any Depositor, provide to the Purchaser and such Depositor (or, as applicable, cause each Third-Party Originator and each Subservicer to provide), in writing and in form and substance reasonably satisfactory to the Purchaser and such Depositor, the information and materials specified in paragraphs (i), (ii), (iii), (vii) and (viiviii) of this subsection (fd), and (2) as promptly as practicable following notice to or discovery by the Company, provide to the Purchaser and any Depositor (in writing and in form and substance reasonably satisfactory to the Purchaser and such Depositor) the information specified in paragraph (iv) of this subsection (fd). (i) If so requested by the Purchaser or any Depositor, the Company shall provide such information regarding (1) the Company, as originator of the Mortgage Loans (including as an acquirer of Mortgage Loans from a Qualified Correspondent), or (2) each Third-Party Originator, and (3) as applicable, each Subservicer, as is requested for the purpose of compliance with Items 1103(a)(1), 1105, 1110, 1117 and 1119 of Regulation AB. Such information shall include, at a minimum: (A) the originator's form of organization; (B) a description of the originator's origination program and how long the originator has been engaged in originating residential mortgage loans, which description shall include a discussion of the originator's experience in originating mortgage loans of a similar type as the Mortgage Loans; information regarding the size and composition of the originator's origination portfolio; and information that may be material, in the good faith judgment of the Purchaser or any Depositor, to an analysis of the performance of the Mortgage Loans, including the originators' credit-granting or underwriting criteria for mortgage loans of similar type(s) as the Mortgage Loans and such other information as the Purchaser or any Depositor may reasonably request for the purpose of compliance with Item 1110(b)(2) of Regulation AB; (C) a description of any material legal or governmental proceedings pending (or known to be contemplated) against the Company, each Third-Party Originator and each Subservicer; and (D) a description of any affiliation or relationship (of a type described in Item 1119 of Regulation AB) between the Company, each Third-Party Originator, each Subservicer and any of the following parties to a Securitization Transaction, as such parties are identified to the Company by the Purchaser or any Depositor in writing in advance of a Securitization Transaction: (1) the sponsor; (2) the depositor; (3) the issuing entity;

REMOVAL OF MORTGAGE LOANS FROM AGREEMENT. Section 9.01 Removal of Mortgage Loans from Inclusion Under this Agreement The Purchaser and the Company agree that with respect to some or all of the Mortgage Loans, the Purchaser, at its sole option, may shall effect up to four Whole Loan Transfers or Pass- Through Transfers, Agency Sales or Securitization Transactions, retaining the Company as the servicer thereof or as subservicer if a master servicer is employed, or as applicable the "seller/servicer." In the event that any Mortgage Loan transferred pursuant to this Section 9.01 is rejected by the transferee, the Company shall continue to service such rejected Mortgage Loan on behalf of the Purchaser in accordance with the terms and provisions of this Agreement. The Company shall cooperate with the Purchaser in connection with each Whole Loan Transfer, Agency Sales Transfer or Securitization Transaction Pass-Through Transfer in accordance with this Section 9.01, provided that no such Whole Loan Transfer, Agency Sale or Securitization Transaction shall create a greater obligation or cost on the part of the Company than otherwise set forth in this Agreement. In connection therewith the Company shall: (a) make all representations and warranties with respect to the Mortgage Loans as of the Closing Date and with respect to the Company itself as of the closing date of each Whole Loan Transfer or Pass-Through Transfer, Agency Sales or Securitization Transaction; (b) negotiate in good faith and execute any seller/servicer agreements required by the shelf registrant to effectuate the foregoingforegoing provided such agreements create no greater obligation or cost on the part of the Company than otherwise set forth in this Agreement; provided, however, in connection with a sale of the Mortgage Loans or securities to Xxxxxxx Mac, the Company shall agree that in the event of a breach of Section 3.02 (nn), (tt) or (xx), within 90 days of the earlier of either discovery by, or notice to, the Company of any such breach, the Company shall repurchase such Mortgage Loan at the Repurchase Price; (c) represent to the Purchaser, the depositor, the trustee, and the initial purchaser of the securities issued in connection with any Securitization Transaction Pass-Through Transfer that: (1) that the Company has serviced the Mortgage Loans in accordance with the terms of this Agreement, and has otherwise complied with all covenants and obligations hereunder, and (2) that the Company has taken no action that would, nor omitted to take any required action the omission of which would, have the effect of impairing the mortgage insurance or guarantee on the Mortgage Loans;. (d) deliver an opinion of counsel (which can be an opinion of in-house counsel to the Company) reasonably acceptable to the Purchaser; provided that any out-of-pocketofpocket, third party expenses incurred by the Company in connection with the foregoing shall be paid by the Purchaser; (e) in connection with any Securitization Transaction occurring on or before December 31, 2005, provide as applicable: (i) any and all information and appropriate verification of information which may be reasonably available to the Company, including a description of the Company, the Company's foreclosure, foreclosure and delinquency experience and the Company's underwriting standards, including any such descriptions for inclusion in any prospectus, prospectus supplement or other offering document in connection with any Securitization Transaction, whether through letters of its auditors and counsel or otherwise otherwise, as the Purchaser shall request; provided that the Purchaser executes an Indemnification Agreement substantially in the form of Exhibit G attached hereto;and (ii) such additional representations, warranties, covenants, opinions of counsel, letters from auditors, and certificates of public officials or officers of the Company as are reasonably believed necessary by the trustee, any rating agency or the Purchaser, as the case may be, in connection with such Whole Loan Transfers or Pass-Through Transfers, Agency Sales or Securitization Transactions. The Purchaser shall pay all third party costs associated with the preparation of such information. The Company shall execute any seller/servicer agreements required within a reasonable period of time after receipt of such seller/servicer agreements which time shall be sufficient for the Company and Company's counsel to review such seller/servicer agreements. Under any such Agreementsthis Agreement, the Company shall retain the Servicing Fee with respect a servicing fee at a rate per annum equal to each no less than 0.50% per Mortgage Loan at the Servicing Fee Rate;Loan; and (f) indemnify the Purchaser for any material misstatements or omissions contained in the information provided pursuant to (e) above, provided that the Purchaser shall also provide indemnification to the Company, its successors or assigns, with respect to any material misstatements or omissions contained in any information (other than the information provided by the Company pursuant to (e) above) the Purchaser may disclose in any securitization offering materials; and (g) If the Purchaser so requests, execute an Assignment, Assumption and Recognition Agreement in the form attached hereto as Exhibit D. In the event the Purchaser has elected to have the Company hold record title to the Mortgages, prior to the date of any Whole Loan Transfer or Pass-Through Transfer the Company shall prepare an Assignment in blank or to the trustee from the Company acceptable to the trustee for each Mortgage Loan that is part of the Whole Loan Transfers or Pass-Through Transfers. The Purchaser 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 Purchaser or its designee. The Company shall execute each Assignment, track such Assignments to ensure they have been recorded and deliver them as required by the trustee upon the Company's receipt thereof. Additionally, the Company shall prepare and execute, at the direction of the Purchaser, any note endorsements in connection with any Securitization Transaction occurring on and all seller/servicer agreements. All Mortgage Loans not sold or after January 1, 2006, transferred pursuant to Whole Loan Transfers or Pass-Through Transfers shall remain subject to this Agreement and shall continue to be serviced in accordance with the Company shall (1) within five (5) Business Days following request by the Purchaser or any Depositor, provide to the Purchaser and such Depositor (or, as applicable, cause each Third-Party Originator and each Subservicer to provide), in writing and in form and substance reasonably satisfactory to the Purchaser and such Depositor, the information and materials specified in paragraphs (i), (ii), (iii) and (vii) terms of this subsection (f), Agreement and (2) as promptly as practicable following notice to or discovery by the Company, provide to the Purchaser with respect thereto this Agreement shall remain in full force and any Depositor (in writing and in form and substance reasonably satisfactory to the Purchaser and such Depositor) the information specified in paragraph (iv) of this subsection (f)effect. (i) If so requested by the Purchaser or any Depositor, the Company shall provide such information regarding (1) the Company, as originator of the Mortgage Loans (including as an acquirer of Mortgage Loans from a Qualified Correspondent), or (2) each Third-Party Originator, and (3) as applicable, each Subservicer, as is requested for the purpose of compliance with Items 1103(a)(1), 1105, 1110, 1117 and 1119 of Regulation AB. Such information shall include, at a minimum: (A) the originator's form of organization; (B) a description of the originator's origination program and how long the originator has been engaged in originating residential mortgage loans, which description shall include a discussion of the originator's experience in originating mortgage loans of a similar type as the Mortgage Loans; information regarding the size and composition of the originator's origination portfolio; and information that may be material, in the good faith judgment of the Purchaser or any Depositor, to an analysis of the performance of the Mortgage Loans, including the originators' credit-granting or underwriting criteria for mortgage loans of similar type(s) as the Mortgage Loans and such other information as the Purchaser or any Depositor may reasonably request for the purpose of compliance with Item 1110(b)(2) of Regulation AB; (C) a description of any material legal or governmental proceedings pending (or known to be contemplated) against the Company, each Third-Party Originator and each Subservicer; and (D) a description of any affiliation or relationship between the Company, each Third-Party Originator, each Subservicer and any of the following parties to a Securitization Transaction, as such parties are identified to the Company by the Purchaser or any Depositor in writing in advance of a Securitization Transaction: (1) the sponsor; (2) the depositor; (3) the issuing entity;

REMOVAL OF MORTGAGE LOANS FROM AGREEMENT. Section 9.01 Removal of Mortgage Loans from Inclusion Under this Agreement The Purchaser and the Company agree that with respect to some or all of the Mortgage Loans, the Purchaser, at its sole option, may effect Whole Loan Transfers, Agency Sales or Securitization TransactionsPass-Through Transfers, retaining the Company as the servicer thereof or as subservicer if a master servicer is employed, or as applicable the "seller/servicer." In the event that any Mortgage Loan transferred pursuant to this Section 9.01 is rejected by the transferee, the Company shall continue to service such rejected Mortgage Loan on behalf of the Purchaser in accordance with the terms and provisions of this Agreement. The Company shall cooperate with the Purchaser in connection with each Whole Loan Transfer, Agency Sales Sale or Securitization Transaction Pass-Through Transfer in accordance with this Section 9.01, ; provided that no such Whole Loan Transfer, Agency Sale or Securitization Transaction Pass-Through Transfer shall create a greater obligation or cost on the part of the Company than otherwise set forth in this Agreement. In connection therewith the Company shall: (a) make all representations and warranties with respect to the Mortgage Loans as of the Closing Date and with respect to the Company itself as of the closing date of each Agency Sale, Whole Loan Transfer or Pass-Through Transfer, Agency Sales or Securitization Transaction; (b) negotiate in good faith and execute any seller/servicer agreements required by the shelf registrant to effectuate the foregoing; (c) represent with respect to any Mortgage Loans that are subject to a Pass-Through Transfer or other securitization (a "Securitization") in which the Purchaserfiling of a Sarbanes-Oxley Certification directly with the Securities xxx Xxxxxxxx Xommission is required, the depositor, the trustee, and the initial purchaser by February 28th of the securities issued each year or in connection with any Securitization Transaction that: additional Sarbanes-Oxley Certification required to be filed upon thixxx (100) that xxxx written request, an officer of the Company has serviced shall execute and deliver an Officer's Certification substantially in the Mortgage Loans in accordance form attached hereto as Exhibit G, to the entity filing the Sarbanes-Oxley Certification directly with the terms Securities xxx Xxxxxxxx Xommission (the "Sarbanes Certifying Party") for the benefit of this Agreementsuch entity and such entity's affiliates and the officers, directors and agents of such entity and such entity's affiliates, and has otherwise complied with all covenants and shall indemnify such entity or persons arising out of any breach of Company's obligations hereunder, and (2) that the Company has taken no action that would, nor omitted to take any required action the omission of which would, have the effect of impairing the mortgage insurance or guarantee on the Mortgage Loans;representations relating thereto as provided in such Officer's Certification. (d) deliver an opinion of counsel (which can be an opinion of in-house counsel to cooperate fully with the Purchaser and any prospective purchaser with respect to all reasonable requests and due diligence procedures and with respect to the Companypreparation (including, but not limited to, the endorsement, delivery, assignment, and execution) reasonably acceptable to of the Purchaser; provided that any out-of-pocket, third party expenses incurred by the Company in connection with the foregoing shall be paid by the PurchaserMortgage Loan Documents and other related documents; (e) in connection with any Securitization Transaction occurring on or before December 31, 2005, provide as applicable: (i) any and all information and appropriate verification of information which may be reasonably available to the Company, including a description of the Company, the Company's foreclosure, delinquency experience and the Company's underwriting standards, including any such descriptions for inclusion in any prospectus, prospectus supplement or other offering document in connection with any Securitization Transaction, whether through letters of its auditors and counsel or otherwise otherwise, as the Purchaser shall request; provided that the Purchaser executes an Indemnification Agreement substantially in the form of Exhibit G H attached hereto; (ii) such additional representations, warranties, covenants, opinions of counsel, letters from auditors, and certificates of public officials or officers of the Company as are reasonably believed necessary by the trustee, any rating agency or the Purchaser, as the case may be, in connection with such Agency Sales, Whole Loan Transfers or Pass-Through Transfers, Agency Sales or Securitization Transactions. The Purchaser shall pay all third third-party costs associated with the preparation of such information. The Company shall execute any seller/servicer agreements required within a reasonable period of time after receipt of such seller/servicer agreements which time shall be sufficient for the Company and Company's counsel to review such seller/servicer agreements. Under any such Agreementsthis Agreement, the Company shall retain the a Servicing Fee with respect to for each Mortgage Loan at the Servicing Fee Rate; (f) to negotiate and execute one or more subservicing agreements between the Company and any master servicer which is generally considered to be a prudent master servicer in the secondary mortgage market, designated by the Purchaser in its sole discretion after consultation with the Company and/or one or more custodial and servicing agreements among the Purchaser, the Company and a third party custodian/trustee which is generally considered to be a prudent custodian/trustee in the secondary mortgage market designated by the Purchaser in its sole discretion after consultation with the Company, in either case for the purpose of pooling the Mortgage Loans with other Mortgage Loans for resale or securitization; (g) in connection with any Securitization Transaction occurring on securitization of any Mortgage Loans, to execute a pooling and servicing agreement, which pooling and servicing agreement may, at the Purchaser's direction, contain contractual provisions including, but not limited to, a 24 day certificate payment delay (54 day total payment delay), servicer advances of delinquent scheduled payments of principal and interest through liquidation (unless deemed non recoverable) and prepayment interest shortfalls (to the extent of the monthly servicing fee payable thereto); In the event the Purchaser has elected to have the Company hold record title to the Mortgages, prior to the Reconstitution Date the Company shall prepare an Assignment of Mortgage in blank or after January 1to the trustee from the Company acceptable to the trustee for each Mortgage Loan that is part of the Agency Sales, 2006Whole Loan Transfers or Pass-Through Transfers. The Purchaser shall pay all preparation and recording costs associated therewith, if the Assignments of Mortgage have been previously prepared and recorded in the name of the Purchaser or its designee. The Company shall execute each Assignment of Mortgage, track such Assignments of Mortgage to ensure they have been recorded and deliver them as required by the trustee upon the Company's receipt thereof. Additionally, the Company shall (1) within five (5) Business Days following request by prepare and execute, at the Purchaser or direction of the Purchaser, any Depositor, provide to the Purchaser note endorsements in connection with any and such Depositor (or, as applicable, cause each Third-Party Originator and each Subservicer to provide), in writing and in form and substance reasonably satisfactory to the Purchaser and such Depositor, the information and materials specified in paragraphs (i), (ii), (iii) and (vii) of this subsection (f), and (2) as promptly as practicable following notice to or discovery by the Company, provide to the Purchaser and any Depositor (in writing and in form and substance reasonably satisfactory to the Purchaser and such Depositor) the information specified in paragraph (iv) of this subsection (f). all seller/servicer agreements. All Mortgage Loans (i) If so requested by the Purchaser not sold or any Depositortransferred pursuant to Agency Sales, the Company shall provide such information regarding (1) the Company, as originator of the Mortgage Loans (including as an acquirer of Mortgage Loans from a Qualified Correspondent), Whole Loan Transfers or Pass-Through Transfers or (2ii) each Third-Party Originator, and (3) as applicable, each Subservicer, as is requested for the purpose of compliance with Items 1103(a)(1), 1105, 1110, 1117 and 1119 of Regulation AB. Such information shall include, at a minimum: (A) the originator's form of organization; (B) a description of the originator's origination program and how long the originator has been engaged in originating residential mortgage loans, which description shall include a discussion of the originator's experience in originating mortgage loans of a similar type as the Mortgage Loans; information regarding the size and composition of the originator's origination portfolio; and information that may be material, in the good faith judgment of the Purchaser or any Depositor, to an analysis of the performance of the Mortgage Loans, including the originators' credit-granting or underwriting criteria for mortgage loans of similar type(s) as the Mortgage Loans and such other information as the Purchaser or any Depositor may reasonably request for the purpose of compliance with Item 1110(b)(2) of Regulation AB; (C) a description of any material legal or governmental proceedings pending (or known to be contemplated) against the Company, each Third-Party Originator and each Subservicer; and (D) a description of any affiliation or relationship between the Company, each Third-Party Originator, each Subservicer and any of the following parties are subject to a Securitization Transactionfor which the related trust is terminated for any reason, as such parties are identified shall remain subject to this Agreement and shall continue to be serviced in accordance with the Company by the Purchaser or any Depositor terms of this Agreement and with respect thereto this Agreement shall remain in writing in advance of a Securitization Transaction: (1) the sponsor; (2) the depositor; (3) the issuing entity;full force and effect.

REMOVAL OF MORTGAGE LOANS FROM AGREEMENT. Section 9.01 Removal of Mortgage Loans from Inclusion Under this Agreement The Purchaser Servicer acknowledges and the Company agree Owner agrees that with respect to some or all of the Mortgage Loans, the Purchaser, at its sole option, Owner may effect one or more Whole Loan Transfers. Servicer shall reasonably cooperate with the Owner in connection with any Whole Loan Transfer contemplated by the Owner pursuant to this Section, Agency Sales provided, however, that under no circumstances and in no event shall such cooperation include any act of Servicer or Securitization Transactions, retaining any event affecting Servicer which would materially increase Servicer’s liabilities or obligations beyond those liabilities and obligations contained in this Agreement (excluding the Company as the servicer thereof or as subservicer if a master servicer is employed, or as applicable the "seller/servicer." In the event that obligations and liabilities contained in this Section). Owner will provide Servicer with at least 10 days notice prior to any sale of any Mortgage Loan transferred and at least 30 days notice prior to the expected transfer date related to the sale of any Mortgage Loan. Servicer shall have no obligation to enter into and/or deliver any agreements or agreement-related documents in connection with such Whole Loan Transfer other than as required pursuant to this Section 9.01 is rejected by its obligation to service the transfereeloans hereunder in accordance with Accepted Servicing Practices. Notwithstanding anything contained herein to the contrary, Servicer shall have no obligation to make any representations or warranties in connection with any such Whole Loan Transfer. Servicer’s inability to cooperate with Owner based on late delivery of such notice shall result in no liability to Servicer. Other than recognizing the new owner of the Mortgage Loans and remitting amounts previously due Owner to such new owner, the Company shall Parties agree that the Servicer will continue to service such rejected the Mortgage Loan Loans on behalf of the Purchaser new owner in accordance with the terms this Agreement and provisions of this AgreementServicer shall be under no obligation to do otherwise. The Company shall cooperate with the Purchaser Owner hereby agrees to reimburse Servicer for any and all out of pocket expenses incurred by Servicer in connection with each such a Whole Loan Transfer. For any Whole Loan Transfer for which the servicing is to be performed by a party other than Servicer, Owner shall pay Servicer the de-boarding fee specified in Exhibit E, exclusive of out of pocket expenses that be may incurred. In connection with any Whole Loan Transfer, Agency Sales Servicer shall not be liable for any information requested by Owner for inclusion in any disclosure document. Servicer shall have no obligation for any expense incurred by any other Party with respect to any Whole Loan Transfer (including, without limitation, expenses associated with the Owner’s assigning its interest in a Mortgage Loan to another party, the transfer of existing tax and/or flood contracts or Securitization Transaction in accordance with this Section 9.01file delivery). The Owner shall defend, provided that no indemnify and otherwise hold Servicer harmless from and against any and all liability arising out of such Whole Loan Transfer. Any cooperation, Agency Sale or Securitization Transaction shall create a greater obligation or cost on the part of the Company than otherwise set forth in this Agreement. In connection therewith the Company shall: (a) make all representations and warranties with respect to the Mortgage Loans as of the Closing Date and with respect to the Company itself as of the closing date of each Whole Loan Transfer, Agency Sales or Securitization Transaction; (b) negotiate in good faith and execute any seller/servicer agreements required by the shelf registrant to effectuate the foregoing; (c) represent to the Purchaser, the depositor, the trustee, and the initial purchaser of the securities issued from Servicer in connection with any Securitization Transaction that: (1) Whole Loan Transfer contemplated by this Section shall not be deemed to include delivery of legal opinions or other information which would increase the liabilities or obligations of Servicer. It is understood and agreed by Owner that the Company has serviced right to effectuate such Whole Loan Transfer as contemplated by this Section is limited to the Owner. All Mortgage Loans not sold or transferred pursuant to a Whole Loan Transfer shall be subject to this Agreement and shall continue to be serviced in accordance with the terms of this Agreement, Agreement and has otherwise complied with all covenants and obligations hereunder, and (2) that the Company has taken no action that would, nor omitted to take any required action the omission of which would, have the effect of impairing the mortgage insurance or guarantee on the Mortgage Loans; (d) deliver an opinion of counsel (which can be an opinion of in-house counsel to the Company) reasonably acceptable to the Purchaser; provided that any out-of-pocket, third party expenses incurred by the Company in connection with the foregoing shall be paid by the Purchaser; (e) in connection with any Securitization Transaction occurring on or before December 31, 2005, provide as applicable: (i) any and all information and appropriate verification of information which may be reasonably available to the Company, including a description of the Company, the Company's foreclosure, delinquency experience and the Company's underwriting standards, including any such descriptions for inclusion in any prospectus, prospectus supplement or other offering document in connection with any Securitization Transaction, whether through letters of its auditors and counsel or otherwise as the Purchaser shall request; provided that the Purchaser executes an Indemnification Agreement substantially in the form of Exhibit G attached hereto; (ii) such additional representations, warranties, covenants, opinions of counsel, letters from auditors, and certificates of public officials or officers of the Company as are reasonably believed necessary by the trustee, any rating agency or the Purchaser, as the case may be, in connection with such Whole Loan Transfers, Agency Sales or Securitization Transactions. The Purchaser shall pay all third party costs associated with the preparation of such information. The Company shall execute any seller/servicer agreements required within a reasonable period of time after receipt of such seller/servicer agreements which time shall be sufficient for the Company and Company's counsel to review such seller/servicer agreements. Under any such Agreements, the Company shall retain the Servicing Fee with respect to each Mortgage Loan at the Servicing Fee Rate; (f) thereto this Agreement shall remain in connection with full force and effect. Owner shall not effectuate any Securitization Transaction occurring on or after January 1, 2006, the Company shall (1) within five (5) Business Days following request by the Purchaser or any Depositor, provide to the Purchaser and such Depositor (or, as applicable, cause each ThirdPass-Party Originator and each Subservicer to provide), in writing and in form and substance reasonably satisfactory to the Purchaser and such Depositor, the information and materials specified in paragraphs (i), (ii), (iii) and (vii) of this subsection (f), and (2) as promptly as practicable following notice to or discovery by the Company, provide to the Purchaser and any Depositor (in writing and in form and substance reasonably satisfactory to the Purchaser and such Depositor) the information specified in paragraph (iv) of this subsection (f)Through Transfers. (i) If so requested by the Purchaser or any Depositor, the Company shall provide such information regarding (1) the Company, as originator of the Mortgage Loans (including as an acquirer of Mortgage Loans from a Qualified Correspondent), or (2) each Third-Party Originator, and (3) as applicable, each Subservicer, as is requested for the purpose of compliance with Items 1103(a)(1), 1105, 1110, 1117 and 1119 of Regulation AB. Such information shall include, at a minimum: (A) the originator's form of organization; (B) a description of the originator's origination program and how long the originator has been engaged in originating residential mortgage loans, which description shall include a discussion of the originator's experience in originating mortgage loans of a similar type as the Mortgage Loans; information regarding the size and composition of the originator's origination portfolio; and information that may be material, in the good faith judgment of the Purchaser or any Depositor, to an analysis of the performance of the Mortgage Loans, including the originators' credit-granting or underwriting criteria for mortgage loans of similar type(s) as the Mortgage Loans and such other information as the Purchaser or any Depositor may reasonably request for the purpose of compliance with Item 1110(b)(2) of Regulation AB; (C) a description of any material legal or governmental proceedings pending (or known to be contemplated) against the Company, each Third-Party Originator and each Subservicer; and (D) a description of any affiliation or relationship between the Company, each Third-Party Originator, each Subservicer and any of the following parties to a Securitization Transaction, as such parties are identified to the Company by the Purchaser or any Depositor in writing in advance of a Securitization Transaction: (1) the sponsor; (2) the depositor; (3) the issuing entity;

REMOVAL OF MORTGAGE LOANS FROM AGREEMENT. Section 9.01 Removal of Mortgage Loans from Inclusion Under this Agreement Agreement. The Purchaser and the Company agree that with respect to some or all of the Mortgage Loans, the Purchaser, at its sole option, may effect Whole Loan Transfers, Agency Sales Transfers or Securitization TransactionsPass-Through Transfers, retaining the Company as the servicer thereof or as subservicer if a master servicer is employed, or as applicable the "seller/servicer." In From and after the event that any Reconstitution Date, the Mortgage Loan Loans transferred pursuant to may remain covered by this Section 9.01 is rejected by the transfereeAgreement, insofar as the Company shall continue to service such rejected Mortgage Loan on behalf of the Purchaser in accordance with the terms and provisions of this Agreement. The Company shall cooperate with the Purchaser in connection with each Whole Loan Transfer, Agency Sales Transfer or Securitization Transaction Pass-Through Transfer in accordance with this Section 9.01, provided that no such Whole Loan Transfer, Agency Sale or Securitization Transaction shall create a greater obligation or cost on the part of the Company than otherwise set forth in this Agreement9. In connection therewith the Company shall: (a) make all representations and warranties with respect to the Mortgage Loans as of the related Closing Date and with respect to the Company itself as of the closing date of each Whole Loan Transfer, Agency Sales Transfer or Securitization TransactionPass-Through Transfer; (b) negotiate in good faith and execute any seller/servicer agreements required by the shelf registrant to effectuate the foregoing; (c) represent to the Purchaser, the depositor, the trustee, and the initial purchaser of the securities issued in connection with any Securitization Transaction Pass-Through Transfer that: (1) that the Company has serviced the Mortgage Loans in accordance with the terms of this Agreement, and has otherwise complied with all covenants and obligations hereunder, and (2) that the Company has taken no action that would, nor omitted to take any required action the omission of which would, have the effect of impairing the mortgage insurance or guarantee on the Mortgage Loans; (c) negotiate in good faith and execute any seller/servicer agreements required to effectuate the foregoing provided such agreements create no greater obligation or cost on the part of the Company than otherwise set forth in this Agreement; (d) deliver an opinion with respect to any Mortgage Loans that are subject to a Pass-Through Transfer or other securitization (a "Securitization") in which the filing of counsel (which can be an opinion a Sarbanes-Oxley certification directly with the Securities and Exchange Xxxxxxxxxx xx required, by February 28th of in-house counsel to the Company) reasonably acceptable to the Purchaser; provided that any out-of-pocket, third party expenses incurred by the Company each year or in connection with any additional Sarbanes-Oxley certification required to be filed, upon thirty (30) dayx xxxxxxx xxxxest, an officer of the foregoing Company shall be paid by execute and deliver a Company Certification substantially in the form attached hereto as Exhibit H, to the entity filing the Sarbanes-Oxley certification directly with the Securities and Exchange Xxxxxxxxxx (xxch as the Purchaser;, any master servicer, any trustee or any depositor) for the benefit of such entity and such entity's affiliates and the officers, directors and agents of such entity and such entity's affiliates, and shall indemnify such entity or persons arising out of any breach of the Company's obligations or representations relating thereto as provided in such Company Certification; and (e) in connection with any Securitization Transaction occurring on or before December 31, 2005, provide as applicable: (i) any and all information and appropriate verification of information which may be reasonably available to the Company, including a description of the Company, the Company's foreclosure, foreclosure and delinquency experience and the Company's underwriting standards, including any such descriptions for inclusion in any prospectus, prospectus supplement or other offering document in connection with any Securitization Transaction, whether through letters of its auditors and counsel or otherwise otherwise, as the Purchaser shall request; provided that the Purchaser executes an Indemnification Agreement substantially in the form of Exhibit G attached hereto; (ii) such additional representations, warranties, covenants, opinions of counsel, letters from auditors, and certificates of public officials or officers of the Company as are reasonably believed necessary by the trustee, any rating agency agency, any Agency or the Purchaser, as the case may be, in connection with such Whole Loan Transfers, Agency Sales Transfers or Securitization TransactionsPass-Through Transfers. The Purchaser shall pay all third party costs associated with the preparation of such information. The Company shall execute any seller/servicer agreements required within a reasonable period of time after receipt of such seller/servicer agreements which time shall be sufficient for the Company and Company's counsel to review such seller/servicer agreements. Under any such Agreementsthis Agreement, the Company shall retain the Servicing Fee with respect to a servicing fee for each Mortgage Loan Loan, at the Servicing Fee Rate;; and (iii) a representation and warranty as to the accuracy of any information provided to the Purchaser by the Company for inclusion in any prospectus supplement or offering memorandum prepared in connection with any Pass-Through Transfers. (f) indemnify the Purchaser, each Affiliate of the Purchaser participating in any such Whole Loan Transfer or Pass-Through Transfer, and each person who controls the Purchaser or such Affiliate, for any material misstatements, omissions, or alleged material misstatements or omissions contained in the information provided pursuant to (b) and (e) above; provided, that the Purchaser shall provide indemnification to the Company, its successors or assigns, with respect to any material misstatements, omissions or alleged material misstatements or omissions contained in any information (other than the information provided by, or derived from the information provided by, the Company pursuant to (e) above) in any securitization offering materials. For purposes of the previous sentence, "Purchaser" shall mean the Person then acting as the Purchaser under this Agreement. The Purchaser agrees to execute an Indemnification Agreement substantially in the form of Exhibit I attached hereto. In the event the Purchaser has elected to have the Company hold record title to the Mortgages, prior to the Reconstitution Date the Company shall prepare an Assignment of Mortgage in blank or to the trustee from the Company acceptable to the trustee for each Mortgage Loan that is part of the Whole Loan Transfers, Agency Transfers or Pass-Through Transfers. The Purchaser shall pay all preparation and recording costs associated therewith if the Assignments have been previously prepared and recorded in Purchaser's name. The Company shall execute each Assignment of Mortgage, track such Assignments of Mortgage to ensure they have been recorded and deliver them as required by the trustee upon the Company's receipt thereof. Additionally, the Company shall prepare and execute, at the direction of the Purchaser, any note endorsements in connection with any Securitization Transaction occurring on and all seller/servicer agreements. All Mortgage Loans not sold or after January 1transferred pursuant to Whole Loan Transfers, 2006, Agency Transfers or Pass-Through Transfers shall remain subject to this Agreement and shall continue to be serviced in accordance with the Company shall (1) within five (5) Business Days following request by the Purchaser or any Depositor, provide to the Purchaser and such Depositor (or, as applicable, cause each Third-Party Originator and each Subservicer to provide), in writing and in form and substance reasonably satisfactory to the Purchaser and such Depositor, the information and materials specified in paragraphs (i), (ii), (iii) and (vii) terms of this subsection (f), Agreement and (2) as promptly as practicable following notice to or discovery by the Company, provide to the Purchaser with respect thereto this Agreement shall remain in full force and any Depositor (in writing and in form and substance reasonably satisfactory to the Purchaser and such Depositor) the information specified in paragraph (iv) of this subsection (f)effect. (i) If so requested by the Purchaser or any Depositor, the Company shall provide such information regarding (1) the Company, as originator of the Mortgage Loans (including as an acquirer of Mortgage Loans from a Qualified Correspondent), or (2) each Third-Party Originator, and (3) as applicable, each Subservicer, as is requested for the purpose of compliance with Items 1103(a)(1), 1105, 1110, 1117 and 1119 of Regulation AB. Such information shall include, at a minimum: (A) the originator's form of organization; (B) a description of the originator's origination program and how long the originator has been engaged in originating residential mortgage loans, which description shall include a discussion of the originator's experience in originating mortgage loans of a similar type as the Mortgage Loans; information regarding the size and composition of the originator's origination portfolio; and information that may be material, in the good faith judgment of the Purchaser or any Depositor, to an analysis of the performance of the Mortgage Loans, including the originators' credit-granting or underwriting criteria for mortgage loans of similar type(s) as the Mortgage Loans and such other information as the Purchaser or any Depositor may reasonably request for the purpose of compliance with Item 1110(b)(2) of Regulation AB; (C) a description of any material legal or governmental proceedings pending (or known to be contemplated) against the Company, each Third-Party Originator and each Subservicer; and (D) a description of any affiliation or relationship between the Company, each Third-Party Originator, each Subservicer and any of the following parties to a Securitization Transaction, as such parties are identified to the Company by the Purchaser or any Depositor in writing in advance of a Securitization Transaction: (1) the sponsor; (2) the depositor; (3) the issuing entity;

REMOVAL OF MORTGAGE LOANS FROM AGREEMENT. Section 9.01 Removal of Mortgage Loans from Inclusion Under this Agreement The Purchaser and the Company agree that with respect to some or all of the Mortgage Loans, the Purchaser, at its sole option, may effect Whole Loan Transfers, Agency Sales or Securitization Transactions, retaining the Company as the servicer thereof or as subservicer if a master servicer is employed, or as applicable the "seller/servicer." In the event that any Mortgage Loan transferred pursuant to this Section 9.01 is rejected by the transferee, the Company shall continue to service such rejected Mortgage Loan on behalf of the Purchaser in accordance with the terms and provisions of this Agreement. The Company shall cooperate with the Purchaser in connection with each Whole Loan Transfer, Agency Sales or Securitization Transaction in accordance with this Section 9.01, provided that no such Whole Loan Transfer, Agency Sale or Securitization Transaction shall create a greater obligation or cost on the part of the Company than otherwise set forth in this Agreement. In connection therewith the Company shall: (a) make all representations and warranties with respect to the Mortgage Loans as of the Closing Date and with respect to the Company itself as of the closing date of each Whole Loan Transfer, Agency Sales or Securitization Transaction; (b) negotiate in good faith and execute any seller/servicer agreements required by the shelf registrant to effectuate the foregoing; (c) represent to the Purchaser, the depositor, the trustee, and the initial purchaser of the securities issued in connection with any Securitization Transaction that: (1) that the Company has serviced the Mortgage Loans in accordance with the terms of this Agreement, and has otherwise complied with all covenants and obligations hereunder, and (2) that the Company has taken no action that would, nor omitted to take any required action the omission of which would, have the effect of impairing the mortgage insurance or guarantee on the Mortgage Loans; (d) deliver an opinion of counsel (which can be an opinion of in-house counsel to the Company) reasonably acceptable to the Purchaser; provided that any out-of-pocket, third party expenses incurred by the Company in connection with the foregoing shall be paid by the Purchaser; (e) in connection with any Securitization Transaction occurring on or before December 31, 2005, provide as applicable: (i) any and all information and appropriate verification of information which may be reasonably available to the Company, including a description of the Company, the Company's foreclosure, delinquency experience and the Company's underwriting standards, including any such descriptions for inclusion in any prospectus, prospectus supplement or other offering document in connection with any Securitization Transaction, whether through letters of its auditors and counsel or otherwise as the Purchaser shall request; provided that the Purchaser executes an Indemnification Agreement substantially in the form of Exhibit G attached hereto; (ii) such additional representations, warranties, covenants, opinions of counsel, letters from auditors, and certificates of public officials or officers of the Company as are reasonably believed necessary by the trustee, any rating agency or the Purchaser, as the case may be, in connection with such Whole Loan Transfers, Agency Sales or Securitization Transactions. The Purchaser shall pay all third party costs associated with the preparation of such information. The Company shall execute any seller/servicer agreements required within a reasonable period of time after receipt of such seller/servicer agreements which time shall be sufficient for the Company and Company's counsel to review such seller/servicer agreements. Under any such Agreements, the Company shall retain the Servicing Fee with respect to each Mortgage Loan at the Servicing Fee Rate; (f) in connection with any Securitization Transaction occurring on or after January 1, 2006, the Company shall (1) within five (5) Business Days following request by the Purchaser or any Depositor, provide to the Purchaser and such Depositor (or, as applicable, cause each Third-Party Originator and each Subservicer to provide), in writing and in form and substance reasonably satisfactory to the Purchaser and such Depositor, the information and materials specified in paragraphs (i), (ii), (iii) and (vii) of this subsection (f), and (2) as promptly as practicable following notice to or discovery by the Company, provide to the Purchaser and any Depositor (in writing and in form and substance reasonably satisfactory to the Purchaser and such Depositor) the information specified in paragraph (iv) of this subsection (f). (i) If so requested by the Purchaser or any Depositor, the Company shall provide such information regarding (1) the Company, as originator of the Mortgage Loans (including as an acquirer of Mortgage Loans from a Qualified Correspondent), or (2) each Third-Party Originator, and (3) as applicable, each Subservicer, as is requested for the purpose of compliance with Items 1103(a)(1), 1105, 1110, 1117 and 1119 of Regulation AB. Such information shall include, at a minimum: (A) the originator's form of organization; (B) a description of the originator's origination program and how long the originator has been engaged in originating residential mortgage loans, which description shall include a discussion of the originator's experience in originating mortgage loans of a similar type as the Mortgage Loans; information regarding the size and composition of the originator's origination portfolio; and information that may be material, in the good faith judgment of the Purchaser or any Depositor, to an analysis of the performance of the Mortgage Loans, including the originators' credit-granting or underwriting criteria for mortgage loans of similar type(s) as the Mortgage Loans and such other information as the Purchaser or any Depositor may reasonably request for the purpose of compliance with Item 1110(b)(2) of Regulation AB; (C) a description of any material legal or governmental proceedings pending (or known to be contemplated) against the Company, each Third-Party Originator and each Subservicer; and (D) a description of any affiliation or relationship between the Company, each Third-Party Originator, each Subservicer and any of the following parties to a Securitization Transaction, as such parties are identified to the Company by the Purchaser or any Depositor in writing in advance of a Securitization Transaction: (1) the sponsor; ; (2) the depositor; ; (3) the issuing entity; (4) any servicer; (5) any trustee; (6) any originator; (7) any significant obligor; (8) any enhancement or support provider; and (9) any other material transaction party. (ii) If so requested by the Purchaser or any Depositor, the Company shall provide (or, as applicable, cause each Third-Party Originator to provide) Static Pool Information with respect to the mortgage loans (of a similar type as the Mortgage Loans, as reasonably identified by the Purchaser as provided below) originated by (1) the Company, if the Company is an originator of Mortgage Loans (including as an acquirer of Mortgage Loans

REMOVAL OF MORTGAGE LOANS FROM AGREEMENT. Section 9.01 Removal of Mortgage Loans from Inclusion Under this Agreement The Purchaser and the Company agree that with respect to some or all of the Mortgage Loans, the Purchaser, at its sole option, may shall effect up to four Whole Loan Transfers or Pass- Through Transfers, Agency Sales or Securitization Transactions, retaining the Company as the servicer thereof or as subservicer if a master servicer is employed, or as applicable the "seller/servicer." In the event that any Mortgage Loan transferred pursuant to this Section 9.01 is rejected by the transferee, the Company shall continue to service such rejected Mortgage Loan on behalf of the Purchaser in accordance with the terms and provisions of this Agreement. The Company shall cooperate with the Purchaser in connection with each Whole Loan Transfer, Agency Sales Transfer or Securitization Transaction Pass-Through Transfer in accordance with this Section 9.01, provided that no such Whole Loan Transfer, Agency Sale or Securitization Transaction shall create a greater obligation or cost on the part of the Company than otherwise set forth in this Agreement. In connection therewith the Company shall: (a) make all representations and warranties with respect to the Mortgage Loans as of the Closing Date and with respect to the Company itself as of the closing date of each Whole Loan Transfer or Pass-Through Transfer, Agency Sales or Securitization Transaction; (b) negotiate in good faith and execute any seller/servicer agreements required by the shelf registrant to effectuate the foregoingforegoing provided such agreements create no greater obligation or cost on the part of the Company than otherwise set forth in this Agreement; provided, however, in connection with a sale of the Mortgage Loans or securities to Freddie Mac, the Company shall agree that in the event of a xxxxxx of Section 3.02 (nn), (tt) or (xx), within 90 days of the earlier of either discovery by, or notice to, the Company of any such breach, the Company shall repurchase such Mortgage Loan at the Repurchase Price; (c) represent to the Purchaser, the depositor, the trustee, and the initial purchaser of the securities issued in connection with any Securitization Transaction Pass-Through Transfer that: (1) that the Company has serviced the Mortgage Loans in accordance with the terms of this Agreement, and has otherwise complied with all covenants and obligations hereunder, and (2) that the Company has taken no action that would, nor omitted to take any required action the omission of which would, have the effect of impairing the mortgage insurance or guarantee on the Mortgage Loans;. (d) deliver an opinion of counsel (which can be an opinion of in-house counsel to the Company) reasonably acceptable to the Purchaser; provided that any out-of-pocketofpocket, third party expenses incurred by the Company in connection with the foregoing shall be paid by the Purchaser; (e) in connection with any Securitization Transaction occurring on or before December 31, 2005, provide as applicable: (i) any and all information and appropriate verification of information which may be reasonably available to the Company, including a description of the Company, the Company's foreclosure, foreclosure and delinquency experience and the Company's underwriting standards, including any such descriptions for inclusion in any prospectus, prospectus supplement or other offering document in connection with any Securitization Transaction, whether through letters of its auditors and counsel or otherwise otherwise, as the Purchaser shall request; provided that the Purchaser executes an Indemnification Agreement substantially in the form of Exhibit G attached hereto;and (ii) such additional representations, warranties, covenants, opinions of counsel, letters from auditors, and certificates of public officials or officers of the Company as are reasonably believed necessary by the trustee, any rating agency or the Purchaser, as the case may be, in connection with such Whole Loan Transfers or Pass-Through Transfers, Agency Sales or Securitization Transactions. The Purchaser shall pay all third party costs associated with the preparation of such information. The Company shall execute any seller/servicer agreements required within a reasonable period of time after receipt of such seller/servicer agreements which time shall be sufficient for the Company and Company's counsel to review such seller/servicer agreements. Under any such Agreementsthis Agreement, the Company shall retain the Servicing Fee with respect a servicing fee at a rate per annum equal to each no less than 0.50% per Mortgage Loan at the Servicing Fee Rate;Loan; and (f) indemnify the Purchaser for any material misstatements or omissions contained in the information provided pursuant to (e) above, provided that the Purchaser shall also provide indemnification to the Company, its successors or assigns, with respect to any material misstatements or omissions contained in any information (other than the information provided by the Company pursuant to (e) above) the Purchaser may disclose in any securitization offering materials; and (g) If the Purchaser so requests, execute an Assignment, Assumption and Recognition Agreement in the form attached hereto as Exhibit D. In the event the Purchaser has elected to have the Company hold record title to the Mortgages, prior to the date of any Whole Loan Transfer or Pass-Through Transfer the Company shall prepare an Assignment in blank or to the trustee from the Company acceptable to the trustee for each Mortgage Loan that is part of the Whole Loan Transfers or Pass-Through Transfers. The Purchaser 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 Purchaser or its designee. The Company shall execute each Assignment, track such Assignments to ensure they have been recorded and deliver them as required by the trustee upon the Company's receipt thereof. Additionally, the Company shall prepare and execute, at the direction of the Purchaser, any note endorsements in connection with any Securitization Transaction occurring on and all seller/servicer agreements. All Mortgage Loans not sold or after January 1, 2006, transferred pursuant to Whole Loan Transfers or Pass-Through Transfers shall remain subject to this Agreement and shall continue to be serviced in accordance with the Company shall (1) within five (5) Business Days following request by the Purchaser or any Depositor, provide to the Purchaser and such Depositor (or, as applicable, cause each Third-Party Originator and each Subservicer to provide), in writing and in form and substance reasonably satisfactory to the Purchaser and such Depositor, the information and materials specified in paragraphs (i), (ii), (iii) and (vii) terms of this subsection (f), Agreement and (2) as promptly as practicable following notice to or discovery by the Company, provide to the Purchaser with respect thereto this Agreement shall remain in full force and any Depositor (in writing and in form and substance reasonably satisfactory to the Purchaser and such Depositor) the information specified in paragraph (iv) of this subsection (f)effect. (i) If so requested by the Purchaser or any Depositor, the Company shall provide such information regarding (1) the Company, as originator of the Mortgage Loans (including as an acquirer of Mortgage Loans from a Qualified Correspondent), or (2) each Third-Party Originator, and (3) as applicable, each Subservicer, as is requested for the purpose of compliance with Items 1103(a)(1), 1105, 1110, 1117 and 1119 of Regulation AB. Such information shall include, at a minimum: (A) the originator's form of organization; (B) a description of the originator's origination program and how long the originator has been engaged in originating residential mortgage loans, which description shall include a discussion of the originator's experience in originating mortgage loans of a similar type as the Mortgage Loans; information regarding the size and composition of the originator's origination portfolio; and information that may be material, in the good faith judgment of the Purchaser or any Depositor, to an analysis of the performance of the Mortgage Loans, including the originators' credit-granting or underwriting criteria for mortgage loans of similar type(s) as the Mortgage Loans and such other information as the Purchaser or any Depositor may reasonably request for the purpose of compliance with Item 1110(b)(2) of Regulation AB; (C) a description of any material legal or governmental proceedings pending (or known to be contemplated) against the Company, each Third-Party Originator and each Subservicer; and (D) a description of any affiliation or relationship between the Company, each Third-Party Originator, each Subservicer and any of the following parties to a Securitization Transaction, as such parties are identified to the Company by the Purchaser or any Depositor in writing in advance of a Securitization Transaction: (1) the sponsor; (2) the depositor; (3) the issuing entity;