ex10_2a.htm


    Execution
Version

     

    Exhibit
10.2(A)

    


    


    BANK
OF AMERICA, NATIONAL ASSOCIATION

    


    Owner

     

    and

     

    WELLS
FARGO BANK, N.A.

     

    Servicer

    


    


    


    


    


    


    SERVICING
AGREEMENT

     

    Dated
as of July 1, 2006

    


    


    


    


    Mortgage
Loans subject to a Reconstitution

     


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    TABLE
OF CONTENTS

     

    
      	
              ARTICLE
      I  DEFINITIONS

            	
              1

            
	 
      	 
      	 
      
	
              ARTICLE
      II  POSSESSION OF MORTGAGE FILES; BOOKS AND RECORDS; CUSTODIAL
      AGREEMENT; DELIVERY OF DOCUMENTS

            	
               

              11

            
	
              Section
      2.01

            	
              Possession
      of Mortgage Files; Maintenance of Servicing Files

            	
              11

            
	
              Section
      2.02

            	
              Books
      and Records; Transfers of Mortgage Loans

            	
              11

            
	
              Section
      2.03

            	
              Custodial
      Agreement; Delivery of Documents

            	
              12

            
	 
      	 
      	 
      
	
              ARTICLE
      III  REPRESENTATIONS AND WARRANTIES REMEDIES AND
      BREACH

            	
              13

            
	
              Section
      3.01

            	
              Servicer
      Representations and Warranties

            	
              13

            
	
              Section
      3.02

            	
              Remedies

            	
              15

            
	 
      	 
      	 
      
	
              ARTICLE
      IV  ADMINISTRATION AND SERVICING OF MORTGAGE
    LOANS

            	
              16

            
	
              Section
      4.01

            	
              Servicer
      to Act as Servicer

            	
              16

            
	
              Section
      4.02

            	
              Liquidation
      of Mortgage Loans

            	
              17

            
	
              Section
      4.03

            	
              Collection
      of Mortgage Loan Payments

            	
              19

            
	
              Section
      4.04

            	
              Establishment
      of and Deposits to Custodial Account

            	
              19

            
	
              Section
      4.05

            	
              Permitted
      Withdrawals From Custodial Account

            	
              20

            
	
              Section
      4.06

            	
              Establishment
      of and Deposits to Escrow Account

            	
              21

            
	
              Section
      4.07

            	
              Permitted
      Withdrawals From Escrow Account

            	
              22

            
	
              Section
      4.08

            	
              Payment
      of Taxes, Insurance and Other Charges

            	
              23

            
	
              Section
      4.09

            	
              Protection
      of Accounts

            	
              23

            
	
              Section
      4.10

            	
              Maintenance
      of Hazard Insurance

            	
              23

            
	
              Section
      4.11

            	
              Maintenance
      of Mortgage Impairment Insurance

            	
              25

            
	
              Section
      4.12

            	
              Maintenance
      of Fidelity Bond and Errors and Omissions Insurance

            	
              25

            
	
              Section
      4.13

            	
              Inspections

            	
              26

            
	
              Section
      4.14

            	
              Restoration
      of Mortgaged Property

            	
              26

            
	
              Section
      4.15

            	
              Maintenance
      of PMI Policy or LPMI Policy; Claims

            	
              26

            
	
              Section
      4.16

            	
              Title,
      Management and Disposition of REO Property

            	
              27

            
	
              Section
      4.17

            	
              Real
      Estate Owned Reports

            	
              29

            
	
              Section
      4.18

            	
              Liquidation
      Reports

            	
              29

            
	
              Section
      4.19

            	
              Reports
      of Foreclosures and Abandonments of Mortgaged Property

            	
              29

            
	
              Section
      4.20

            	
              Application
      of Buydown Funds

            	
              29

            
	
              Section
      4.21

            	
              Notification
      of Adjustments

            	
              30

            
	
              Section
      4.22

            	
              Confidentiality/Protection
      of Customer Information

            	
              30

            
	
              Section
      4.23

            	
              Fair
      Credit Reporting Act

            	
              31

            
	
              Section
      4.24

            	
              Use
      of Subservicers and Subcontractors

            	
              31

            
	
              Section
      4.25

            	
              Automated
      Servicing Systems

            	
              32

            
	
              Section
      4.26

            	
              Disaster
      Recovery/Business Continuity Plan

            	
              32

            
	
              Section
      4.27

            	
              Quality
      Control Procedures

            	
              32

            
	 
      	 
      	 
      
	
              ARTICLE
      V  PAYMENTS TO OWNER

            	
              32

            
	
              Section
      5.01

            	
              Remittances

            	
              32

            
	
              Section
      5.02

            	
              Statements
      to Owner

            	
              33

            
	
              Section
      5.03

            	
              Monthly
      Advances by Servicer

            	
              33

            
	
              Section
      5.04

            	
              Repurchase

            	
              34

            


    

    



    
      
         


      

      
        i

        
          

        

      

      
         


      

    


    


    
      	
              ARTICLE
      VI  GENERAL SERVICING PROCEDURES

            	
              35

            
	
              Section
      6.01

            	
              Transfers
      of Mortgaged Property

            	
              35

            
	
              Section
      6.02

            	
              Satisfaction
      of Mortgages and Release of Mortgage Files

            	
              35

            
	
              Section
      6.03

            	
              Servicing
      Compensation

            	
              36

            
	
              Section
      6.04

            	
              Annual
      Statements as to Compliance

            	
              36

            
	
              Section
      6.05

            	
              [Reserved.]

            	
              37

            
	
              Section
      6.06

            	
              Report
      on Assessment of Compliance and Attestation

            	
              37

            
	
              Section
      6.07

            	
              Right
      to Examine Servicer Records

            	
              38

            
	
              Section
      6.08

            	
              Compliance
      with REMIC Provisions

            	
              38

            
	 
      	 
      	 
      
	
              ARTICLE
      VII  SERVICER TO COOPERATE

            	
              38

            
	
              Section
      7.01

            	
              Provision
      of Information

            	
              38

            
	 
      	 
      	 
      
	
              ARTICLE
      VIII  THE SERVICER

            	
              39

            
	
              Section
      8.01

            	
              Indemnification;
      Third Party Claims

            	
              39

            
	
              Section
      8.02

            	
              Merger
      or Consolidation of the Servicer

            	
              40

            
	
              Section
      8.03

            	
              Limitation
      on Liability of Servicer and Others

            	
              40

            
	
              Section
      8.04

            	
              Limitation
      on Resignation and Assignment by Servicer

            	
              40

            
	 
      	 
      	 
      
	
              ARTICLE
      IX SECURITIZATION TRANSACTIONS

            	 
      
	
              Section
      9.01

            	
              Removal
      of Mortgage Loans from Inclusion Under this Agreement Upon a
      Securitization Transaction

            	
              41

            
	 
      	 
      	 
      
	
              ARTICLE
      X  DEFAULT

            	
              49

            
	
              Section
      10.01

            	
              Events
      of Default

            	
              49

            
	
              Section
      10.02

            	
              Waiver
      of Defaults

            	
              51

            
	 
      	 
      	 
      
	
              ARTICLE
      XI  TERMINATION

            	
              52

            
	
              Section
      11.01

            	
              Termination

            	
              52

            
	
              Section
      11.02

            	
              Termination
      Without Cause

            	
              52

            
	 
      	 
      	 
      
	
              ARTICLE
      XII  MISCELLANEOUS PROVISIONS

            	
              52

            
	
              Section
      12.01

            	
              Successor
      to Servicer

            	
              52

            
	
              Section
      12.02

            	
              Amendment

            	
              53

            
	
              Section
      12.03

            	
              Governing
      Law

            	
              53

            
	
              Section
      12.04

            	
              Arbitration

            	
              54

            
	
              Section
      12.05

            	
              Duration
      of Agreement

            	
              54

            
	
              Section
      12.06

            	
              Notices

            	
              54

            
	
              Section
      12.07

            	
              Severability
      of Provisions

            	
              55

            
	
              Section
      12.08

            	
              Relationship
      to Parties

            	
              55

            
	
              Section
      12.09

            	
              Execution;
      Successors and Assigns

            	
              55

            
	
              Section
      12.10

            	
              Recordation
      of Assignments of Mortgage

            	
              55

            
	
              Section
      12.11

            	
              Assignment
      by Owner

            	
              56

            
	
              Section
      12.12

            	
              Solicitation
      of Mortgagor

            	
              56

            
	
              Section
      12.13

            	
              Further
      Agreements

            	
              56

            
	
              Section
      12.14

            	
              Conflicts

            	
              56

            
	
              Section
      12.15

            	
              Counterparts

            	
              56

            
	
              Section
      12.16

            	
              Exhibits

            	
              56

            
	
              Section
      12.17

            	
              Third
      Party Beneficiaries

            	
              57

            


    

    



    
      
         


      

      
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    EXHIBITS

     

    
      	
              Exhibit
      A

            	
              Reserved

            
	
              Exhibit
      B

            	
              Form
      of Assignment and Assumption

            
	
              Exhibit
      C

            	
              Reserved

            
	
              Exhibit
      D

            	
              Servicing
      System Guidelines and Requirements

            
	
              Exhibit
      E

            	
              Form
      of Custodial Account Certification

            
	
              Exhibit
      F

            	
              Form
      of Escrow Account Certification

            
	
              Exhibit
      G

            	
              Form
      of Power of Attorney

            
	
              Exhibit
      H

            	
              Servicing
      Criteria

            
	
              Exhibit
      I

            	
              Sarbanes
      Certification

            


    


    
      
         


      

      
        iii

        
          

        

      

      
         


      

    


    


    This is a
Servicing Agreement for fixed-rate and adjustable-rate residential first and
second lien mortgage loans, dated and effective as of July 1, 2006, and is
executed between Bank of America, National Association, as owner (the “Owner”),
and Wells Fargo Bank, N.A., as servicer (the “Servicer”).

     

    W I T N E S S E T H

    


    WHEREAS,
the Owner owns certain fixed-rate and adjustable-rate mortgage loans purchased,
from time to time, by the Owner on a servicing released basis (the “Mortgage
Loans”);

     

    WHEREAS,
the Owner desires to have the Servicer continue to service the Mortgage Loans
following reconstitution of the Mortgage Loans and the Servicer desires to
service and administer the Mortgage Loans at such time;

     

    WHEREAS,
the Owner has sold, from time to time, and the Servicer has purchased, from time
to time, the servicing rights related to the Mortgage Loans pursuant to that
certain Flow Servicing Rights Purchase and Sale Agreement dated as of July 1,
2006 between the Owner and the Servicer;

     

    WHEREAS,
since the date the related servicing rights were transferred, the Servicer has
serviced the Mortgage Loans for the Owner pursuant to that certain Warehousing
Servicing Agreement, dated July 1, 2006, by and between the Servicer and the
Owner;

     

    WHEREAS,
the parties desire to set forth the terms and conditions as to the servicing of
the Mortgage Loans in which Servicer owns the servicing rights following the
date of a reconstitution;

     

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

     

    ARTICLE
I 

     

    DEFINITIONS

     

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

     

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

     


    
      
         


      

      
        1

        
          

        

      

      
         


      

    


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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

    Buydown Mortgage
Loan:  Any Mortgage Loan in respect of which, pursuant to a
Buydown Agreement, (i) the Mortgagor pays less than the full monthly payments
specified in the

     


    
      
         


      

      
        2

        
          

        

      

      
         


      

    


    Mortgage
Note for a specified period, and (ii) the difference between the payments
required under such Buydown Agreement and the Mortgage Note is provided from
Buydown Funds.

     

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

     

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

     

    Commission:  The
United States Securities and Exchange Commission.

     

    Commitment
Letter:  The commitment by Servicer to purchase the Servicing
Rights from Owner, pursuant to the Purchase Agreement.

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

    Cut-off Date: With
respect to the transfer of servicing by the Owner to the Servicer for any group
of Mortgage Loans, the date so specified in the related Recon Acknowledgement
Agreement.

     

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

     


    
      
         


      

      
        3

        
          

        

      

      
         


      

    


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

     

    Due
Date:  The first day of the month on which the Monthly Payment
is due on a Mortgage Loan, exclusive of any days of grace.

     

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

     

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

     

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

     

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

     

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

     

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

     

    Fannie
Mae:  The entity formerly known as Federal National Mortgage
Association (FNMA), or any successor thereto.

     

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

     

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

     

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

     

    Freddie
Mac:  The entity also known as the Federal Home Loan Mortgage
Corporation (FHLMC), or any successor thereto.

     

    Initial Transfer
Date:  Each date, set forth on the Transfer Acknowledgement
Agreement, on which Servicing Rights are transferred to the Servicer under that
certain Flow Servicing Rights Purchase and Sale Agreement dated as of July 1,
2006 between the Owner and the Servicer.

     


    
      
         


      

      
        4

        
          

        

      

      
         


      

    


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

     

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

     

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

     

    LPMI
Policy:                                A
policy of primary mortgage guaranty insurance issued by a Qualified Insurer
pursuant to which the related premium is to be paid by the servicer of the
related Mortgage Loan from payments of interest made by the
Mortgagor.

     

    LPMI
Proceeds:  Proceeds of any LPMI Policy.

     

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

     

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

     

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

     

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

     

    MIN:  The
Mortgage Identification Number used to identify mortgage loans registered under
MERS.

     

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

     

    Monthly
Payment:  The scheduled monthly payment of principal and
interest or, with respect to an interest only Mortgage Loan, payments of (i)
interest, or (ii) principal and interest, if applicable, on a Mortgage
Loan.

     

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

     


    
      
         


      

      
        5

        
          

        

      

      
         


      

    


    Mortgage
File:  The Mortgage Loan Documents, and any additional
documents required to be added to the Mortgage File pursuant to this
Agreement.

     

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

     

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

     

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

     

    Mortgage Loan
Documents:  With respect to a Mortgage Loan, the original
related Mortgage Note with applicable addenda and riders, the original related
Mortgage and the originals of any required addenda and riders, the original
related Assignment of Mortgage and any original intervening related Assignments
of Mortgage, the original related title insurance policy and evidence of the
related PMI Policy.

     

    Mortgage Loan Remittance
Rate:  With respect to each Mortgage Loan, the annual rate of
interest remitted to the Owner, which shall be equal to the related Mortgage
Interest Rate minus the Servicing Fee Rate and minus any lender paid PMI Policy
premiums, if applicable.

     

    Mortgage Loan
Schedule:  A schedule of Mortgage Loans subject to this
Agreement, annexed to each Recon Acknowledgement Agreement.

     

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

     

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

     

    Mortgagor:  The
obligor on a Mortgage Note.

     

    OCC:  The
Office of the Comptroller of the Currency.

     

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

     

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

     


    
      
         


      

      
        6

        
          

        

      

      
         


      

    


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

     

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

     

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

     

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

     

    PMI
Policy:  A policy of primary mortgage guaranty insurance
evidenced by an electronic form and certificate number issued by a Qualified
Insurer, as required by this Agreement with respect to certain Mortgage
Loans.

     

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

     

    Prepayment
Penalty:  Payments calculated pursuant to the Mortgage Note and
due pursuant to the terms of the Mortgage Loan Documents as the result of a
Principal Prepayment of the Mortgage Loan, not otherwise due thereon in respect
of principal or interest.

     

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

     

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

     

    Principal Prepayment
Period:  As to any Remittance Date, the period commencing on
the 14th day of
the  month preceding the month in which that Remittance Date occurs
and ending on the 13th day of
the month in which such Remittance Date occurs or as otherwise set forth on the
related Recon Acknowledgement agreement.

     

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

     

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

     

    Purchase
Agreement:  The Flow Servicing Rights Purchase and Sale
Agreement dated as of July 1, 2006 between the Owner and the
Servicer.

     


    
      
         


      

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

     

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

     

    Recon Acknowledgement
Agreement:  The Acknowledgement Agreement between the Owner and
the Servicer as provided for in Exhibit B-1 of that certain Flow Servicing
Rights Purchase and Sale Agreement dated as of July 1, 2006 between the Owner
and the Servicer.

     

    Reconstitution:  Any
Securitization Transaction or Whole Loan Transfer.

     

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

     

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

     

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

     

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

     

    REMIC
Provisions:  Provisions of the federal income tax law relating
to a REMIC, which appear at Section 860A through 860G of Subchapter M of Chapter
1, Subtitle A of the Code, and related provisions, regulations, rulings or
pronouncements promulgated thereunder, as the foregoing may be in effect from
time to time.

     

    Remittance
Date:  The 18th day (or if such 18th day is not a Business Day,
the first Business Day immediately preceding the 18th day) of
any month.

     


    
      
         


      

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

     

    REO Disposition
Fee:  The REO Disposition fee shall be the greater of one
percent (1%) of the gross sales price of the REO Property or $1,500.00 per REO
Property.

     

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

     

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

     

    Sale
Date:  Each date on which the Servicer acquires the right,
title and interest in and to the Servicing Rights attendant to Mortgage
Loans.

     

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

     

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

     

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

     

    Seller:  Each
person who sold Mortgage Loans to the Owner

     

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

     

    Servicer
Information:  As defined in Section 9.01(h)(i)(A).

     

    Servicing
Advances:  All customary, reasonable and necessary “out of
pocket” costs and expenses  (including reasonable attorney’s fees and
disbursements) other than Monthly Advances incurred in the performance by the
Servicer of its servicing obligations, including, but not limited to, the cost
of (a) the preservation, restoration and protection of the Mortgaged Property,
(b) any enforcement or judicial proceedings, including foreclosures, (c) the
management and liquidation of any REO Property and (d) compliance with the
obligations under Section 4.08 (excluding the Servicer’s obligation to pay the
premiums on LPMI Policies).

     

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

     

    Servicing
Fee:  With respect to each Mortgage Loan, the amount of the
annual fee the Owner shall pay to the Servicer, which shall, for a period of one
full month, be equal to one-twelfth of the product of (a) the Servicing Fee Rate
and (b) the outstanding principal balance of such Mortgage Loan.  Such
fee shall be payable monthly, computed on the basis of the same

     


    
      
         


      

      
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    principal
amount and period respecting which any related interest payment on a Mortgage
Loan is received.  The obligation of the Owner to pay the Servicing
Fee is limited to, and the Servicing Fee is payable solely from, the interest
portion (including recoveries with respect to interest from Liquidation
Proceeds, to the extent permitted by Section 4.05) of such Monthly Payment
collected by the Servicer, or as otherwise provided under Section
4.05.

     

    Servicing Fee
Rate:  the percentage per annum with respect to each Mortgage
Loan set forth on the related Recon Acknowledgement Agreement.

     

    Servicing
File:  With respect to each Mortgage Loan, the file retained by
the Servicer consisting of originals of all documents in the Mortgage File which
are not delivered to the Owner or the Custodian and copies of the Mortgage Loan
Documents listed in the Custodial Agreement, if applicable, the originals of
which are delivered to the Custodian or the Owner pursuant to Section
2.03.

     

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

     

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

     

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

     

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

     

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

     

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

     

    Transfer Acknowledgement
Agreement:  The Acknowledgement Agreement between the Owner and
the Servicer as provided for in Exhibit B-2 of that certain Flow Servicing
Rights Purchase and Sale Agreement dated as of July 1, 2006 between the Owner
and the Servicer.

     


    
      
         


      

      
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    Warehousing Servicing
Agreement:  that certain Warehousing Servicing Agreement, dated
July 1, 2006, by and between the Servicer and the Owner, governing the servicing
of the Mortgage Loans from the Initial Transfer Date to the Reconstitution
Date.

     

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

     

    ARTICLE
II 

     

    POSSESSION
OF MORTGAGE FILES; BOOKS AND RECORDS; CUSTODIAL 

    AGREEMENT;
DELIVERY OF DOCUMENTS

     

    Section
2.01 
Possession of Mortgage
Files; Maintenance of Servicing Files.

     

    From and
after each Initial Transfer Date or Sale Date, as applicable, the contents of
each Mortgage File not delivered to the Owner or held by the Custodian shall be
held in trust by the Servicer for the benefit of the Owner as the owner
thereof.  The Servicer shall maintain a Servicing File consisting of a
copy of the contents of each Mortgage File and the originals of the documents in
each Mortgage File not delivered to the Owner or the Custodian, as
applicable.  The possession of each Servicing File by the Servicer is
at the will of the Owner for the sole purpose of servicing the related Mortgage
Loan, and such retention and possession by the Servicer is in a custodial
capacity only.  The ownership of each Mortgage Note, the related
Mortgage and the related Mortgage File are vested in the Owner, and the
ownership of all records and documents with respect to the related Mortgage Loan
prepared by or which come into the possession of the Servicer shall vest
immediately in the Owner and shall be retained and maintained by the Servicer,
in trust, at the will of the Owner and only in such custodial
capacity.  The Servicer shall release its custody of the contents of
any Servicing File only in accordance with written instructions from the Owner,
unless such release is required as incidental to the Servicer’s servicing of the
Mortgage Loans or is in connection with a repurchase of any Mortgage
Loan.  All such costs associated with the release, transfer and
re-delivery of any Servicing Files to the Servicer shall be the responsibility
of the Owner.

     

    Section
2.02 
Books and Records; Transfers
of Mortgage Loans.

     

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

     

    To the
extent that original documents are not required for purposes of realization of
Liquidation Proceeds or Insurance Proceeds, documents maintained by the Servicer
may be in the form of microfilm or microfiche or such other reliable means of
recreating original documents, including but not limited to, optical imagery
techniques so long as the Servicer complies with the requirements of the Fannie
Mae Selling and Servicing Guide, as amended from time to time.

     


    
      
         


      

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

     

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

     

    Upon
request from the Owner, at the Owner’s expense, the Servicer shall deliver no
later than thirty (30) days after such request any Servicing File or document
therein, or copies thereof, to the Owner at the direction of the
Owner.  The Owner shall return any Servicing File or document therein
delivered pursuant to this Section no later than ten (10) days after receipt
thereof.

     

    Section
2.03 
Custodial Agreement;
Delivery of Documents.

     

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

     

    In the
event the public recording office is delayed in returning any original document,
the Servicer shall deliver to the Owner or the Custodian within 240 days of its
submission for recordation, a copy of such document and an Officer’s
Certificate, which shall (i) identify the recorded document; (ii) state that the
recorded document has not been delivered to the Custodian due solely to a delay
by the public recording office, (iii) state the amount of time generally
required by the applicable recording office to record and return a document
submitted for recordation, and (iv) specify the date the applicable recorded
document will be delivered to the Custodian.  The Servicer will be
required to deliver the document to the Owner or the Custodian by the date
specified in (iv) above.  An extension of the date specified in (iv)
above may be requested from the Owner, which consent shall not be unreasonably
withheld.

     


    
      
         


      

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

     

    ARTICLE
III

     

    REPRESENTATIONS
AND WARRANTIES REMEDIES AND BREACH

     

    Section
3.01 
Servicer Representations and
Warranties.

     

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

     

    (a)  Due Organization and
Authority.

     

    The
Servicer is a national banking association duly organized, validly existing and
in good standing under the laws of the United States and has all licenses
necessary to carry on its business as now being conducted and is licensed,
qualified and in good standing in each state where a Mortgaged Property is
located if the laws of such state require licensing or qualification in order to
conduct business of the type conducted by the Servicer, and in any event the
Servicer is in compliance with the laws of any such state to the extent
necessary to ensure the enforceability of the related Mortgage Loan and the
servicing of such Mortgage Loan in accordance with the terms of this Agreement;
the Servicer has the full power and authority to execute and deliver this
Agreement and to perform in accordance herewith; the execution, delivery and
performance of this Agreement (including all instruments of transfer to be
delivered pursuant to this Agreement) by the Servicer and the consummation of
the transactions contemplated hereby have been duly and validly authorized; this
Agreement evidences the valid, binding and enforceable obligation of the
Servicer; and all requisite action has been taken by the Servicer to make this
Agreement valid and binding upon the Servicer in accordance with its
terms;

     

    (b)  Ordinary Course of
Business.

     

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

     

    (c)  No
Conflicts.

     

    Neither
the execution and delivery of this Agreement, or the transactions contemplated
hereby, nor the fulfillment of or compliance with the terms and conditions of
this Agreement will conflict with or result in a breach of any of the terms,
articles of incorporation or by-laws or any legal restriction or
any

     


    
      
         


      

      
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    agreement
or instrument to which the Servicer is now a party or by which it is bound, or
constitute a default or result in the violation of any law, rule, regulation,
order, judgment or decree to which the Servicer or its property is subject, or
impair the ability of the Owner to realize on the Mortgage Loans, or impair the
value of the Mortgage Loans;

     

    (d)  Ability to
Service.

     

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

     

    (e)  Reasonable Servicing
Fee.

     

    The
Servicer acknowledges and agrees that the Servicing Fee represents reasonable
compensation for performing such services and that the entire Servicing Fee
shall be treated by the Servicer, for accounting and tax purposes, as
compensation for the servicing and administration of the Mortgage Loans pursuant
to this Agreement;

     

    (f)  Ability to
Perform.

     

    The
Servicer does not believe, nor does it have any reason or cause to believe, that
it cannot perform each and every covenant contained in this Agreement and the
Servicer is solvent;

     

    (g)  No Litigation
Pending.

     

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

     

    (h)  No Consent
Required.

     


    
      
         


      

      
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    No
consent, approval, authorization or order of any court or governmental agency or
body is required for the execution, delivery and performance by the Servicer of
or compliance by the Servicer with this Agreement, or if required, such approval
has been obtained prior to the respective Initial Transfer Date or Sale
Date.  Servicer has complied with, and is not in default under, any
law, ordinance, requirement, regulation, rule, or order applicable to its
business or properties, the violation of which would materially and adversely
affect the operations or financial condition of Servicer or its ability to
perform its obligations hereunder;

     

    (i)  No Untrue
Information.

     

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

     

    (j)  No Material
Change.

     

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

     

    (k)  No Brokers’
Fees.

     

    The
Servicer has not dealt with any broker, investment banker, agent or other Person
that may be entitled to any commission or compensation in the connection with
the transactions contemplated hereunder; and

     

    (l)  MERS.

     

    The
Servicer is a member of MERS in good standing; and

     

    (m)  Effective
Agreement.

     

    The
execution, delivery and performance of this Agreement by Servicer and
consummation of the transactions contemplated hereunder have been or will be
duly and validly authorized by all necessary organizational or other action;
this Agreement is valid and a legally binding agreement of Servicer enforceable
against Servicer in accordance with its terms, subject to the effect of
insolvency, liquidation, conservatorship and similar laws administered by the
Federal Deposit Insurance Corporation affecting the contract obligations of
insured banks and the discretion of a court to grant specific
performance.

     

    Section
3.02 
Remedies.

     

    The
Servicer shall indemnify the Owner and hold it harmless against any losses,
damages, penalties, fines, forfeitures, reasonable and necessary legal fees and
related costs, judgments, and other costs and expenses resulting from any claim,
demand, defense or assertion

     


    
      
         


      

      
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    based on
or grounded upon, or resulting from a breach of the Servicer’s representations
and warranties contained in this Agreement.  It is understood and
agreed that the obligations of the Servicer to indemnify the Owner as provided
in this Section 3.02 constitute the sole remedies of the Owner respecting a
breach of the foregoing representations and warranties.

     

    Any cause
of action against the Servicer relating to or arising out of the breach of any
representations and warranties made in Section 3.01 shall
accrue as to any Mortgage Loan upon (i) discovery of such breach by the Owner or
notice thereof by the Servicer to the Owner, (ii) failure by the Servicer to
cure such breach, and (iii) demand upon the Servicer by the Owner for compliance
with this Agreement.

     

    ARTICLE
IV

     

    ADMINISTRATION
AND SERVICING OF MORTGAGE LOANS

     

    Section
4.01 
Servicer to Act as
Servicer.

     

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

     

    Consistent
with the terms of this Agreement and subject to the REMIC Provisions if a
Mortgage Loan has been transferred to a REMIC, the Servicer may waive, modify or
vary any
term of any Mortgage Loan or consent to the postponement of strict compliance
with any such term or in any manner grant indulgence to any Mortgagor if in the
Servicer’s reasonable and prudent determination such waiver, modification,
postponement or indulgence is not materially adverse to the Owner, provided, however, the Servicer
shall not make any future advances, other than Servicing Advances with respect
to a Mortgage Loan.  The Servicer shall not permit any modification
with respect to any Mortgage Loan that would add any Servicing Advances or costs
related thereto to the outstanding principal balance.  The Servicer
shall not permit any modification with respect to any Mortgage Loan that would
change the Mortgage Interest Rate, defer or forgive the payment of principal
(except for actual payments of principal) or change the final maturity date on
such Mortgage Loan, unless the Mortgagor is in default with respect to the
Mortgage Loan or such default is, in the judgment of the Servicer,
imminent.  In the event that no default exists or is imminent, the
Servicer shall request written consent from the Owner to permit such a
modification and the Owner shall provide written consent or notify the Servicer
of its objection to such modification within three (3) Business Days of its
receipt of the Servicer’s request.  In the event of any such
modification which permits the deferral of interest or principal payments on any
Mortgage Loan, the Servicer shall, on the Business Day immediately preceding the
Remittance Date in any month in which any such principal or interest payment has
been deferred, deposit in the Custodial Account from its own funds, in
accordance with Section 5.03.

     


    
      
         


      

      
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    Without
limiting the generality of the foregoing, the Servicer shall continue, and is
hereby authorized and empowered, to execute and deliver on behalf of itself and
the Owner, all instruments of satisfaction or cancellation, or of partial or
full release, discharge and all other comparable instruments, with respect to
the Mortgage Loans and with respect to the Mortgaged Properties.  If
reasonably required by the Servicer, the Owner shall furnish the Servicer,
within three (3) Business Days of Servicer’s request, any powers of attorney and
other documents necessary or appropriate to enable the Servicer to carry out its
servicing and administrative duties under this Agreement.

     

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

     

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

     

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

     

    Notwithstanding
anything to the contrary contained herein, the Servicer shall not waive a
Prepayment Penalty except under the following circumstances: (i) such waiver
relates to a reasonably foreseeable default and would, in the reasonable
judgment of the Servicer, maximize recovery of total proceeds taking into
account the value of such Prepayment Penalty and the related Mortgage Loan; or
(ii) the Servicer obtains a written Opinion of Counsel, which may be in-house
counsel for the Servicer, opining that any Prepayment Penalty or charge is not
legally enforceable in the circumstances under which the related Principal
Prepayment occurs.  In the event the Servicer waives any Prepayment
Penalty, other than as set forth in (i) and (ii) above, the Servicer shall
deposit the amount of any such Prepayment Penalty in the Custodial Account for
distribution to the Owner on the next Remittance Date.

     

    Section
4.02 
Liquidation of Mortgage
Loans.

     

    In the
event that any payment due under any Mortgage Loan and not postponed pursuant to
Section 4.01 is not paid when the same becomes due and payable, or in the event
the Mortgagor fails to perform any other covenant or obligation under the
Mortgage Loan and such failure continues beyond any applicable grace period, the
Servicer shall take such action as (1) the Servicer would take under similar
circumstances with respect to a similar mortgage loan held

     


    
      
         


      

      
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    for its
own account for investment, (2) shall be consistent with Accepted Servicing
Practices, (3) the Servicer shall determine prudently to be in the best interest
of Owner, and (4) is consistent with any related PMI Policy or LPMI Policy or
any other primary mortgage guaranty insurance policies obtained and paid for by
the Owner.  In the event that any payment due under any Mortgage Loan
is not postponed pursuant to Section 4.01 and remains delinquent for a period of
90 days or any other default continues for a period of 90 days beyond the
expiration of any grace or cure period, the Servicer shall commence foreclosure
proceedings and shall provide such information regarding the Mortgage Loan and
such foreclosure as the Owner reasonably may request, provided that the Servicer
shall cease or not commence foreclosure proceedings if the Owner objects to such
action.  The Servicer shall follow any written directions of the Owner
with respect to the foreclosure proceedings of such Mortgage Loan, as long as
such directions are in accordance with Accepted Servicing Practices and do not
violate applicable law.  In the event the Owner objects to such
foreclosure action, the Servicer shall not be required to make Monthly Advances
with respect to such Mortgage Loan, pursuant to Section 5.03, and the Servicer’s
obligation to make such Monthly Advances shall terminate on the 90th day
referred to above.  In such connection, the Servicer shall from its
own funds make all necessary and proper Servicing Advances, provided, however, that the
Servicer shall not be required to expend its own funds in connection with any
foreclosure or towards the restoration or preservation of any Mortgaged
Property, unless it shall determine (a) that such preservation, restoration
and/or foreclosure will increase the proceeds of liquidation of the Mortgage
Loan to Owner after reimbursement to itself for such expenses and (b) that such
expenses will be recoverable by it either through Liquidation Proceeds
(respecting which it shall have priority for purposes of withdrawals from the
Custodial Account pursuant to Section 4.05) or through Insurance Proceeds
(respecting which it shall have similar priority).

     

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

     

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

     


    
      
         


      

      
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    Section
4.03 
Collection of Mortgage Loan
Payments.

     

    Continuously
from the date hereof until the principal and interest on all Mortgage Loans are
paid in full, the Servicer shall proceed diligently to collect all payments due
under each of the Mortgage Loans when the same shall become due and payable and
shall take special care in ascertaining and estimating Escrow Payments and all
other charges that will become due and payable with respect to the Mortgage Loan
and the Mortgaged Property, to the end that the installments payable by the
Mortgagors will be sufficient to pay such charges as and when they become due
and payable.

     

    Section
4.04 
Establishment of and
Deposits to Custodial Account.

     

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

     

    The
Servicer shall deposit in the Custodial Account within two (2) Business Days of
Servicer’s receipt, and retain therein, the following collections received by
the Servicer and any other amounts required to be deposited by the Servicer
pursuant to this Agreement after the Cut-off Date, or received by the Servicer
prior to the Cut-off Date but allocable to a period subsequent thereto, other
than payments of principal and interest due on or before the Cut-off Date, as
follows:

     

    (a)  all
payments on account of principal on the Mortgage Loans, including all Principal
Prepayments (including Prepayment Penalties paid by the Mortgagor or other
amounts paid by the Servicer pursuant to Section 4.01 of this
Agreement);

     

    (b)  all
payments on account of interest on the Mortgage Loans adjusted to the Mortgage
Loan Remittance Rate along with any Prepayment Interest Shortfall;

     

    (c)  all
Liquidation Proceeds;

     

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

     

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

     


    
      
         


      

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

     

    (g)  any
amounts payable in connection with the repurchase of any Mortgage Loan pursuant
to Section 5.04;

     

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

     

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

     

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

     

    Section
4.05 
Permitted Withdrawals From
Custodial Account.

     

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

     

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

     

    (b)  to
reimburse itself for Monthly Advances of the Servicer’s funds made pursuant to
Section 5.03, the Servicer’s right to reimburse itself pursuant to this
sub-clause (b) being limited to amounts received on the related Mortgage Loan
which represent late payments of principal and/or interest respecting which any
such advance was made, it being understood that, in the case of any such
reimbursement, the Servicer’s right thereto shall be prior to the rights of
Owner;

     

    (c)  to
reimburse itself for unreimbursed Servicing Advances, and for any unpaid
Servicing Fees, the Servicer’s right to reimburse itself pursuant to this
subclause (c) with respect to any Mortgage Loan being limited to related
Liquidation Proceeds, Condemnation Proceeds, Insurance Proceeds and such other
amounts as may be collected by the Servicer from the Mortgagor or otherwise
relating to the Mortgage Loan, it being understood that, in the case of any such
reimbursement, the Servicer’s right thereto shall be prior to the rights of
Owner;

     

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

     


    
      
         


      

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

     

    (f)  to pay
any amount required to be paid pursuant to Section 4.16 related to any REO
Property, it being understood that, in the case of any such expenditure or
withdrawal related to a particular REO Property, the amount of such expenditure
or withdrawal from the Custodial Account shall be limited to amounts on deposit
in the Custodial Account with respect to the related REO Property;

     

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

     

    (h)  to remove
funds inadvertently placed in the Custodial Account by the Servicer;
and

     

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

     

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

     

    Section
4.06 
Establishment of and
Deposits to Escrow Account.

     

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

     

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

     

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

     


    
      
         


      

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

     

    (c)  all
payments on account of Buydown Funds.

     

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

     

    Section
4.07 
Permitted Withdrawals From
Escrow Account.

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     


    
      
         


      

      
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    Section
4.08 
Payment of Taxes, Insurance
and Other Charges.

     

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

     

    Section
4.09 
Protection of
Accounts.

     

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

     

    Section
4.10 
Maintenance of Hazard
Insurance.

     

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

     


    
      
         


      

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

     

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

     

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

     

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

     

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

     

    The
Servicer shall not interfere with the Mortgagor’s freedom of choice in selecting
either his insurance carrier or agent, provided, however, that the
Servicer shall not accept any such insurance policies from insurance companies
unless such companies are acceptable to Fannie Mae and Freddie Mac and are
licensed to do business in the jurisdiction in which the

     


    
      
         


      

      
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    Mortgaged
Property is located.  The Servicer shall determine that such policies
provide sufficient risk coverage and amounts, that they insure the property
owner, and that they properly describe the property address.  The
Servicer shall furnish to the Mortgagor a formal notice of expiration, in
accordance with the Accepted Servicing Practices, of any such insurance in
sufficient time for the Mortgagor to arrange for renewal coverage by the
expiration date.

     

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

     

    Section
4.11 
Maintenance of Mortgage
Impairment Insurance.

     

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

     

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

     

    The
Servicer shall maintain with responsible companies, at its own expense, a
blanket Fidelity Bond and an Errors and Omissions Insurance Policy, with broad
coverage on all officers, employees or other Persons acting in any capacity
requiring such Persons to handle funds, money, documents or papers relating to
the Mortgage Loans (“Servicer Employees”).  Any such Fidelity Bond and
Errors and Omissions Insurance Policy shall be in the form of the Mortgage
Banker’s Blanket Bond and shall protect and insure the Servicer against losses,
including forgery, theft, embezzlement, fraud, errors and omissions and
negligent acts of such Servicer Employees.  Such Fidelity Bond and
Errors and Omissions Insurance Policy also shall protect and insure the Servicer
against losses in connection with the release or satisfaction of a Mortgage Loan
without having obtained payment in full of the indebtedness secured
thereby.  No provision of this Section 4.12 requiring such Fidelity
Bond and Errors and Omissions Insurance Policy

     


    
      
         


      

      
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    shall
diminish or relieve the Servicer from its duties and obligations as set forth in
this Agreement.  The minimum coverage under any such Fidelity Bond and
Errors and Omissions Insurance Policy shall be acceptable to Fannie Mae or
Freddie Mac.  Upon the request of the Owner, the Servicer shall cause
to be delivered to the Owner a certificate of insurance for such Fidelity Bond
and Errors and Omissions Insurance Policy and a statement from the surety and
the insurer that such Fidelity Bond and Errors and Omissions Insurance Policy
shall in no event be terminated or materially modified without 30 days’ prior
written notice to the Owner.

     

    Section
4.13 
Inspections.

     

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

     

    Section
4.14 
Restoration of Mortgaged
Property.

     

    The
Servicer need not obtain the approval of the Owner prior to releasing any
Insurance Proceeds or Condemnation Proceeds to the Mortgagor to be applied to
the restoration or repair of the Mortgaged Property if such release is in
accordance with Accepted Servicing Practices.  For claims greater than
$20,000, at a minimum the Servicer shall comply with the following conditions in
connection with any such release of Insurance Proceeds or Condemnation
Proceeds:

     

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

     

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

     

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

     

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

     

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

     

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

     

    With
respect to each Mortgage Loan with an LTV in excess of 80% at the time of
origination, the Servicer shall, without any cost to the Owner maintain or cause
the Mortgagor to maintain in full force and effect a PMI Policy or LPMI Policy
insuring a portion of the unpaid principal balance of the Mortgage Loan as to
payment defaults.  If the Mortgage Loan is insured by a PMI Policy for
which the Mortgagor pays all premiums, the coverage will remain in place until
(i) the LTV decreases to 78% or (ii) the PMI Policy is otherwise terminated
pursuant to the

     


    
      
         


      

      
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    Homeowners
Protection Act of 1998, 12 USC §4901, et seq.  In the event that such
PMI Policy or LPMI Policy shall be terminated other than as required by law, the
Servicer shall obtain from another Qualified Insurer a comparable replacement
policy, with a total coverage equal to the remaining coverage of such terminated
PMI Policy or LPMI Policy.  If the insurer shall cease to be a
Qualified Insurer, the Servicer shall determine whether recoveries under the PMI
Policy or LPMI Policy are jeopardized for reasons related to the financial
condition of such insurer, it being understood that the Servicer shall in no
event have any responsibility or liability for any failure to recover under the
PMI Policy or LPMI Policy for such reason.  If the Servicer determines
that recoveries are so jeopardized, it shall notify the Owner and the Mortgagor,
if required, and obtain from another Qualified Insurer a replacement insurance
policy.  The Servicer shall not take any action which would result in
noncoverage under any applicable PMI Policy or LPMI Policy, of any loss which,
but for the actions of the Servicer would have been covered
thereunder.  In connection with any assumption or substitution
agreement entered into or to be entered into pursuant to Section 6.01, the
Servicer shall promptly notify the insurer under the related PMI Policy or LPMI
Policy, if any, of such assumption or substitution of liability in accordance
with the terms of such PMI Policy or LPMI Policy and shall take all actions
which may be required by the insurer as a condition to the continuation of
coverage under the PMI Policy or LPMI Policy.  If such PMI Policy or
LPMI Policy is terminated as a result of such assumption or substitution of
liability, the Servicer shall obtain a replacement PMI Policy or LPMI Policy as
provided above.

     

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

     

    Section
4.16 
Title, Management and
Disposition of REO Property.

     

    In the
event that title to any Mortgaged Property is acquired in foreclosure or by deed
in lieu of foreclosure, the deed or certificate of sale shall be taken in the
name of the Owner or the Owner’s designee, or in the event the Owner is not
authorized or permitted to hold title to real property in the state where the
REO Property is located, or would be adversely affected under the “doing
business” or tax laws of such state by so holding title, the deed or certificate
of sale shall be taken in the name of such Person or Persons as shall be
consistent with an Opinion of Counsel obtained by the Servicer from any attorney
duly licensed to practice law in the state where the REO Property is
located.  The Person or Persons holding such title other than the
Owner shall acknowledge in writing that such title is being held as nominee for
the Owner.

     

    The Owner
shall have the option to manage and operate the REO Property provided the Owner
gives written notice of its intention to do so within thirty (30) days after
such REO Property is acquired in foreclosure or by deed in lieu of
foreclosure.  The election by the Owner

     


    
      
         


      

      
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    to manage
the REO Property shall not constitute a termination of any rights of the
Servicer pursuant to Section 11.02.

     

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

     

    The
Servicer shall use its best efforts to dispose of the REO Property as soon as
possible and shall sell such REO Property in any event prior to the close of the
third calendar year beginning after the year in which title has been taken to
such REO Property, unless (i) a REMIC election has not been made with respect to
the arrangement under which the Mortgage Loans and the REO Property are held,
and (ii) the Servicer determines, and gives an appropriate notice to the Owner
to such effect, that a longer period is necessary for the orderly liquidation of
such REO Property.  If a period longer than three (3) years is
permitted under the foregoing sentence and is necessary to sell any REO
Property, (i) the Servicer shall report monthly to the Owner as to the progress
being made in selling such REO Property and (ii) if a purchase money mortgage is
taken in connection with such sale, such purchase money mortgage shall name the
Servicer as mortgagee, and such purchase money mortgage shall not be held
pursuant to this Agreement.

     

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

     

    The
disposition of REO Property shall be carried out by the Servicer at such price,
and upon such terms and conditions, as the Servicer deems to be in the best
interests of the Owner.  Notwithstanding any other provision in this
Section 4.05, no REO Property shall be marketed for less than the appraisal
value of the related Mortgaged Property without the prior consent of the Owner,
and no REO Property shall be sold for less than ninety percent (90%) of its
appraised value without the prior written consent of the Owner.  The
proceeds of sale of the REO Property shall be promptly deposited in the
Custodial Account.  As soon as practical thereafter the expenses of
such sale shall be paid and the Servicer shall collect the related REO
Disposition Fee, reimburse itself for any related unreimbursed Servicing
Advances and unpaid Servicing Fees and unreimbursed advances made pursuant to
Section 5.03.  On the Remittance Date immediately following the
receipt of such sale proceeds, the net cash proceeds of such sale remaining in
the Custodial Account shall be distributed to the Owner.

     

    The
Servicer shall withdraw from the Custodial Account funds necessary for the
proper operation management and maintenance of the REO Property, including the
cost of maintaining any hazard insurance pursuant to Section 4.10 and the fees
of any managing agent of the Servicer, or the Servicer itself.  The
Servicer shall make monthly distributions on each

     


    
      
         


      

      
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    Remittance
Date to the Owner of the net cash flow from the REO Property (which shall equal
the revenues from such REO Property net of the expenses described in this
Section 4.16 and of any reserves reasonably required from time to time to be
maintained to satisfy anticipated liabilities for such expenses).

     

    Section
4.17 
Real Estate Owned
Reports.

     

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

     

    Section
4.18 
Liquidation
Reports.

     

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

     

    Section
4.19 
Reports of Foreclosures and
Abandonments of Mortgaged Property.

     

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

     

    Section
4.20 
Application of Buydown
Funds.

     

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

     

    If the
Mortgagor on a Buydown Mortgage Loan defaults on such Mortgage Loan during the
Buydown Period and the Mortgaged Property securing such Buydown Mortgage Loan is
sold

     


    
      
         


      

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

     

    Section
4.21 
Notification of
Adjustments.

     

    With
respect to each Adjustable Rate Mortgage Loan, the Servicer shall adjust the
Mortgage Interest Rate on the related Adjustment Date in compliance with the
requirements of applicable law and the related Mortgage and Mortgage
Note.  The Servicer shall execute and deliver any and all necessary
notices required under applicable law and the terms of the related Mortgage Note
and Mortgage regarding the Mortgage Interest Rate adjustments.  Upon
the discovery by the Servicer or the receipt of notice from the Owner that the
Servicer has failed to adjust a Mortgage Interest Rate in accordance with the
terms of the related Mortgage Note, the Servicer shall immediately deposit in
the Custodial Account from its own funds the amount of any interest loss or
deferral caused the Owner thereby.

     

    Section
4.22 
Confidentiality/Protection
of Customer Information.

     

    Each
party agrees that it shall comply with all applicable laws and regulations
regarding the privacy or security of Customer Information and shall maintain
appropriate administrative, technical and physical safeguards to protect the
security, confidentiality and integrity of Customer Information, including
maintaining security measures designed to meet the objectives of the Interagency
Guidelines Establishing Standards for Safeguarding Customer Information, 66 Fed.
Reg. 8616 (the “Interagency Guidelines”).  For purposes of this
Section, the term “Customer Information” shall have the meaning assigned to it
in the Interagency Guidelines.  The Servicer shall promptly make
available to the Owner’s regulators information regarding such security measures
as requested by such regulators.  For purposes of this Section, the
term “Customer Information” shall have the meaning assigned to it in the
Interagency Guidelines.  Each party further agrees that any Customer
Information transmitted electronically by either party must be
encrypted.

     


    
      
         


      

      
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    Section
4.23 
Fair Credit Reporting
Act

     

    The
Servicer, in its capacity as servicer for each Mortgage Loan, agrees to fully
furnish, in accordance with the Fair Credit Reporting Act and its implementing
regulations, accurate and complete information (e.g., favorable and
unfavorable) on its borrower credit files to Equifax, Experian and Trans Union
Credit Information Servicer, on a monthly basis.  The Servicer agrees
to transmit full file credit reporting data for each Mortgage Loan pursuant to
Fannie Mae Guide Announcement 95-19 and for each Mortgage Loan, the Servicer
shall report the status thereof in accordance with the Fannie Mae Single-Family
Servicing Guide.  The Servicer shall comply with Title V of the
Gramm-Leach-Bliley Act of 1999 and all applicable regulations promulgated
thereunder, relating to the Mortgage Loans and the related borrowers and shall
provide all required notices thereunder.

     

    Section
4.24 
Use of Subservicers and
Subcontractors.

     

    The
Servicer shall not hire or otherwise utilize the services of any Subservicer to
fulfill any of the obligations of the Servicer under this Agreement or any
Reconstitution Agreement unless the Servicer complies with the provisions of
paragraph (a) of this Section 4.24.  The Servicer shall not hire or
otherwise utilize the services of any Subcontractor, and shall not permit any
Subservicer to hire or otherwise utilize the services of any Subcontractor, to
fulfill any of the obligations of the Servicer under this Agreement or any
Reconstitution Agreement unless the Servicer complies with the provisions of
paragraph (b) of this Section 4.24.

     

    (a)  It shall
not be necessary for the Servicer to seek the consent of the Owner, any Master
Servicer or any Depositor to the utilization of any Subservicer.  The
Servicer shall cause any Subservicer used by the Servicer (or by any
Subservicer) for the benefit of the Owner and any Depositor to comply with the
provisions of this Section 4.24 and with Sections 6.04, 6.06 and 9.01 of this
Agreement to the same extent as if such Subservicer were the Servicer, and to
provide the information required with respect to such Subservicer under Section
9.01 of this Agreement.  The Servicer shall be responsible for
obtaining from each Subservicer and delivering to the Owner and any Depositor
any servicer compliance statement required to be delivered by such Subservicer
under Section 6.04 and any assessment of compliance and attestation required to
be delivered by such Subservicer under Section 6.06 and any certification
required to be delivered to the Person that will be responsible for signing the
Sarbanes Certification under Section 6.06 as and when required to be
delivered.

     

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

     


    
      
         


      

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

     

    Section
4.25 
Automated Servicing
Systems.

     

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

     

    Section
4.26 
Disaster Recovery/Business
Continuity Plan.

     

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

     

    Section
4.27 
Quality Control
Procedures.

     

    The
Servicer shall have an internal quality control program that, on a regular
basis, evaluates and monitors the overall quality of the servicing activities of
the Servicer in accordance with industry standards.

     

    ARTICLE
V 

     

    PAYMENTS
TO OWNER

     

    Section
5.01 
Remittances.

     

    On each
Remittance Date, the Servicer shall remit by wire transfer of immediately
available funds to the Owner (a) all amounts deposited in the Custodial Account
as of the close of business on the Determination Date (net of charges against or
withdrawals from the Custodial Account pursuant to Section 4.05), plus (b) all
amounts, if any, which the Servicer is obligated to distribute pursuant to
Section 5.03, minus (c) any amounts attributable to Principal Prepayments
received after the applicable Principal Prepayment Period which amounts shall be
remitted on the following Remittance Date; and minus (d) any amounts
attributable to Buydown Funds being held in the Custodial Account, which amounts
shall be remitted on the Remittance Date next succeeding the Due Period for such
amounts.

     


    
      
         


      

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

     

    Section
5.02 
Statements to
Owner.

     

    Not later
than the first (1st) Business Day of each month, the Servicer shall furnish to
the Owner, with respect to the preceding month, a monthly collection report, a
monthly paid in full report that summarizes Mortgage Loans paid in full during
the related Due Period and a monthly trial balance report that provides a trial
balance as of the last day of the month preceding such Remittance Date in
electronic format set forth in Exhibit D, attached
hereto, or as agreed upon by the Servicer and the Owner.

     

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

     

    Section
5.03 
Monthly Advances by
Servicer.

     

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

     


    
      
         


      

      
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    Proceeds,
Condemnation Proceeds, or otherwise with respect to a particular Mortgage
Loan.  In the event that the Servicer determines that any such
advances are non-recoverable, the Servicer shall provide the Owner with a
certificate signed by two officers of the Servicer evidencing such
determination.

     

    Section
5.04 
Repurchase.

     

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

     

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

     


    
      
         


      

      
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    ARTICLE
VI 

     

    GENERAL
SERVICING PROCEDURES

     

    Section
6.01 
Transfers of Mortgaged
Property.

     

    The
Servicer shall use its best efforts to enforce any “due-on-sale” provision
contained in any Mortgage or Mortgage Note and to deny assumption by the Person
to whom the Mortgaged Property has been or is about to be sold whether by
absolute conveyance or by contract of sale, and whether or not the Mortgagor
remains liable on the Mortgage and the Mortgage Note.  When the
Mortgaged Property has been conveyed by the Mortgagor, the Servicer shall, to
the extent it has knowledge of such conveyance, exercise its rights to
accelerate the maturity of such Mortgage Loan under the “due-on-sale” clause
applicable thereto, provided, however, that the
Servicer shall not exercise such rights if prohibited by law from doing so or if
the exercise of such rights would impair or threaten to impair any recovery
under the related PMI Policy or LPMI Policy, if any.

     

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

     

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

     

    Section
6.02 
Satisfaction of Mortgages
and Release of Mortgage Files.

     

    Upon the
payment in full of any Mortgage Loan, or the receipt by the Servicer of a
notification that payment in full will be escrowed in a manner customary for
such purposes, the Servicer shall notify the Owner in the monthly remittance
advice as provided in Section 5.02, and may request the release of any Mortgage
Loan Documents.  If such Mortgage Loan is a MERS Mortgage Loan, the
Servicer is authorized to cause the removal from the registration
on

     


    
      
         


      

      
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    the MERS
System of such Mortgage and to execute and deliver, on behalf of the Owner, any
and all instruments of satisfaction or cancellation or of partial or full
release.

     

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

     

    Section
6.03 
Servicing
Compensation.

     

    As
compensation for its services hereunder, the Servicer shall be entitled to
withdraw from the Custodial Account the amount of its Servicing
Fee.  The Servicing Fee shall be payable monthly and shall be computed
on the basis of the same unpaid principal balance and for the period respecting
which any related interest payment on a Mortgage Loan is
received.  The obligation of the Owner to pay the Servicing Fee is
limited to, and payable solely from, the interest portion of such Monthly
Payments.

     

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

     

    Section
6.04 
Annual Statements as to
Compliance.

     

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

     


    
      
         


      

      
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    Section
6.05 
[Reserved.]

     

    Section
6.06 
Report on Assessment of
Compliance and Attestation.

     

    On or
before March 1 of each calendar year, commencing in 2007, the Servicer
shall:

     

    (a)  deliver
to the Owner, any Master Servicer and any Depositor a report (in form and
substance reasonably satisfactory to the Owner, such Master Servicer and such
Depositor) regarding the Servicer’s assessment of compliance with the Servicing
Criteria during the immediately preceding calendar year, as required under Rules
13a-18 and 15d-18 of the Exchange Act and Item 1122 of Regulation
AB.  Such report shall be addressed to the Owner, such Master Servicer
and such Depositor and signed by an authorized officer of the Servicer and shall
address each of the “Applicable Servicing Criteria” specified substantially on
Exhibit H
hereto (or those Servicing Criteria otherwise mutually agreed to by the Owner
and the Servicer in response to evolving interpretations of Regulation
AB;

     

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

     

    (c)  cause
each Subservicer and each Subcontractor, determined by the Servicer pursuant to
Section 4.24(b) to be “participating in the servicing function” within the
meaning of Item 1122 of Regulation AB, to deliver to the Owner, any Master
Servicer and any Depositor an assessment of compliance and accountants’
attestation as and when provided in paragraphs (i) and (ii) of this Section
6.06; and

     

    (d)  deliver,
and cause each Subservicer and each Subcontractor described in clause (iii) to
deliver to the Owner, any Master Servicer, any Depositor and any other Person
that will be responsible for signing the certification (a “Sarbanes
Certification”) required by Rules 13a-14(d) and 15d-14(d) under the Exchange Act
(pursuant to Section 302 of the Sarbanes-Oxley Act of 2002) on behalf of an
asset-backed issuer with respect to a Securitization Transaction a certification
in the form attached hereto as Exhibit
I.

     

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

     

    Each
assessment of compliance provided by a Subservicer pursuant to Section 6.06(a)
shall address each of the Servicing Criteria specified substantially in the form
of Exhibit H
hereto delivered to the Owner concurrently with the execution of this Agreement
or, in the case of a Subservicer subsequently appointed as such, on or prior to
the date of such appointment.  An assessment of compliance provided by
a Subcontractor pursuant to Section 6.06(c) need not address any elements of the
Servicing Criteria other than those specified by the Servicer pursuant to
Section 4.24.

     


    
      
         


      

      
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    Section
6.07 
Right to Examine Servicer
Records.

     

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

     

    Section
6.08 
Compliance with REMIC
Provisions.

     

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

     

    ARTICLE
VII

     

    SERVICER
TO COOPERATE

     

    Section
7.01 
Provision of
Information.

     

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

     

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

     


    
      
         


      

      
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    Section
7.02     Financial
Statements; Servicing Facility.

     

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

     

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

     

    ARTICLE
VIII

     

    THE
SERVICER

     

    Section
8.01 
Indemnification; Third Party
Claims.

     

    The
Servicer shall indemnify and hold the Owner and its officers, directors,
successors and any permitted assigns (an “Owner Indemnified Party”) harmless
against, and shall reimburse each of them for, any and all claims, losses,
damages, penalties, fines, forfeitures, reasonable and necessary legal fees and
related costs, judgments, and any other costs, fees and expenses that the Owner
Indemnified Party may sustain in any way related to the failure of the Servicer
to perform its duties and service the Mortgage Loans in strict compliance with
the terms of this Agreement or resulting from, a breach of the representations
and warranties contained in this Agreement.  The Servicer immediately
shall notify the Owner if a claim is made by a third party with respect to this
Agreement or the Mortgage Loans, assume (with the prior written consent of the
Owner) the defense of any such claim and pay all expenses in connection
therewith, including counsel fees, and promptly pay, discharge and satisfy any
judgment or decree which may be entered against it or the Owner in respect of
such claim.  The Servicer shall follow any written instructions
received from the Owner in connection with such claim.  The Owner
promptly shall reimburse the Servicer for all amounts advanced by it pursuant to
the preceding sentence except when the claim is in any way related to the
Servicer’s indemnification pursuant to Section 3.02, or the failure of the
Servicer to service and administer the Mortgage Loans in strict compliance with
the terms of this Agreement.

     

    The Owner
shall indemnify and hold the Servicer and its officers, directors, successors
and any permitted assigns harmless from, and shall reimburse each of them for,
all losses, incurred by or asserted against any of such individuals or entities
which result from any failure by the Owner to perform its obligations in any
material respect under any agreement with respect to the Mortgage
Loan.  The Owner’s obligations under this Section 8.01 shall be
without regard

     


    
      
         


      

      
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    to
qualification as to knowledge and shall survive any Reconstitution Date and the
termination of this Agreement.

     

    Section
8.02 
Merger or Consolidation of
the Servicer.

     

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

     

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

     

    Section
8.03 
Limitation on Liability of
Servicer and Others.

     

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

     

    Section
8.04 
Limitation on Resignation
and Assignment by Servicer.

     

    The Owner
has entered into this Agreement with the Servicer and subsequent purchasers will
purchase the Mortgage Loans in reliance upon the independent status of the
Servicer, and the representations as to the adequacy of its servicing
facilities, personnel, records and

     


    
      
         


      

      
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    procedures,
its integrity, reputation and financial standing, and the continuance
thereof.  Therefore, the Servicer shall neither assign this Agreement
or the servicing rights hereunder or delegate its rights or duties hereunder
(other than pursuant to Sections 4.01 and 4.24) or any portion hereof or sell or
otherwise dispose of all of its property or assets without the prior written
consent of the Owner, which consent shall not be unreasonably
withheld.

     

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

     

    Without
in any way limiting the generality of this Section 8.04, in the event that the
Servicer either shall assign this Agreement or the servicing responsibilities
hereunder or delegate its duties hereunder (other than pursuant to Sections 4.01
and 4.24) or any portion thereof or sell or otherwise dispose of all or
substantially all of its property or assets, without the prior written consent
of the Owner, then the Owner shall have the right to terminate this Agreement
upon notice given as set forth in Section 10.01, without any payment of any
penalty or damages and without any liability whatsoever to the Servicer or any
third party.

     

    ARTICLE
IX 

     

    SECURITIZATION
TRANSACTIONS

     

    


    Section
9.01 
Removal of Mortgage Loans
from Inclusion Under this Agreement Upon a Securitization
Transaction

     

    The Owner
and the Servicer agree that with respect to some or all of the Mortgage Loans,
the Owner, at its sole option, may effect Whole Loan Transfers, Agency Sales or
Securitization Transactions, retaining the Servicer as the servicer thereof or
subservicer if a master servicer is employed, or as applicable the
“seller/servicer.” On the Reconstitution Date, the Mortgage Loans transferred
may cease to be covered by this Agreement; provided, however, that, in the
event that any Mortgage Loan transferred pursuant to this Section 9 is rejected
by the transferee, the Servicer shall continue to service such rejected Mortgage
Loan on behalf of the Owner in accordance with the terms and provisions of the
Warehousing Servicing Agreement.

     

    The
Servicer shall cooperate with the Owner in connection with each Whole Loan
Transfer, Agency Sale or Securitization Transaction in accordance with this
Section 9.

     

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

     


    
      
         


      

      
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    (b)  The
Servicer shall negotiate in good faith and execute any servicing agreements or
pooling and servicing agreements required to effectuate the foregoing provided
such agreements create no greater obligation or cost on the part of the Servicer
than otherwise set forth in this Agreement and provided such agreements are
received by the Servicer within a reasonable time sufficient for the Servicer
and Servicer’s counsel to review such agreements;

     

    (c)  In
connection with any Securitization Transaction, the Servicer shall (1) within
five (5) Business Days following request by the Owner or any Depositor, provide
to the Owner and such Depositor (or, as applicable, cause each Subservicer to
provide), in writing and in form and substance reasonably satisfactory to the
Owner and such Depositor, the information and materials specified in subsections
(d) and (g) and (2) as promptly as practicable following notice to or discovery
by the Servicer, provide to the Owner and any Depositor (in writing and in form
and substance reasonably satisfactory to the Owner and such Depositor) the
information specified in subsection (e).

     

    (d)  If so
requested by the Owner or any Depositor, the Servicer shall provide such
information regarding the Servicer, as servicer of the Mortgage Loans, and each
Subservicer (each of the Servicer and each Subservicer, for purposes of this
paragraph, a “Servicer”), as is requested for the purpose of compliance with
Items 1108, 1117 and 1119 of Regulation AB. Such information shall include, at a
minimum:

     

    (i)  the
Servicer’s form of organization;

     

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

     

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

     

    (2)           the
extent of outsourcing the Servicer utilizes;

     

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

     


    
      
         


      

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

    (x)  a description
of any affiliation or relationship between the Servicer and any of the following
parties to a Securitization Transaction, as such parties are

     


    
      
         


      

      
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    identified
to the Servicer by the Owner or any Depositor in writing in advance of such
Securitization Transaction:

     

    (1)           the
sponsor;

    (2)           the
depositor;

    (3)           the
issuing entity;

    (4)           any
servicer;

    (5)           any
trustee;

    (6)           any
originator;

    (7)           any
significant obligor;

    (8)           any
enhancement or support provider; and

    (9)           any
other material transaction party.

     

    (e)  For the
purpose of satisfying the reporting obligation under the Exchange Act with
respect to any class of asset-backed securities, the Servicer shall (or shall
cause each Subservicer to) (i) provide prompt notice to the Owner, any Master
Servicer and any Depositor in writing of (A) any material litigation or
governmental proceedings involving the Servicer or any Subservicer , (B) any
affiliations or relationships that develop following the closing date of a
Securitization Transaction between the Servicer or  any
Subservicer  and any of the parties specified in clause (x) of
paragraph (d) of this Section (and any other parties identified in writing by
the requesting party) with respect to such Securitization Transaction, (C) any
Event of Default under the terms of this Agreement or any Reconstitution
Agreement, (D) any merger, consolidation  or sale of substantially all
of the assets of the Servicer, and (E) the Servicer’s entry into an agreement
with a Subservicer to perform or assist in the performance of any of the
Servicer’s obligations under this Agreement or any Reconstitution Agreement and
(ii) provide to the Owner and any Depositor a description of such proceedings,
affiliations or relationships.

     

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

     

                                    (g)
 (i)      The
Servicer shall be deemed to represent to the Owner, to any Master Servicer and
to any Depositor, as of each date on which information is first provided to the
Owner, any Master Servicer or any Depositor under this Section 9.01 that, except
as disclosed in writing to the Owner, any Master Servicer or such Depositor
prior to such date: (1) the Servicer is not aware and has not received notice
that any default, early amortization or other performance triggering event has
occurred as to any other securitization due to any act or failure to act of the
Servicer; (2) the Servicer has not been terminated as servicer in a residential
mortgage loan securitization, either due to a servicing default or to
application of a servicing performance test or trigger; (3) no

     


    
      
         


      

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

     

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

     

    (iii)  In
addition to such information as the Servicer, as servicer, is obligated to
provide pursuant to other provisions of this Agreement, if so requested by the
Owner or any Depositor, the Servicer shall provide such information reasonably
available to the Servicer regarding the performance or servicing of the Mortgage
Loans as is reasonably required to facilitate preparation of distribution
reports in accordance with Item 1121 of Regulation AB.  Such
information shall be provided concurrently with the monthly reports otherwise
required to be delivered by the servicer under this Agreement, commencing with
the first such report due not less than ten (10) Business Days following
request.

     

    (h)  The
Servicer shall indemnify the Owner, each affiliate of the Owner, and each of the
following parties participating in a Securitization Transaction: each sponsor
and issuing entity; each Person, including any Master Servicer, if applicable,
responsible for the preparation, execution or filing of any report required to
be filed with the Commission with respect to such Securitization Transaction, or
for execution of a certification pursuant to Rule 13a-14(d) or Rule 15d-14(d)
under the Exchange Act with respect to such Securitization Transaction; each
broker dealer acting as underwriter, placement agent or initial Owner, each
Person who controls any of such parties or the Depositor (within the meaning of
Section 15 of the Securities Act and Section 20 of the Exchange Act); and the
respective present and former directors, officers, employees, affiliates and
agents of each of the foregoing and of the Depositor (each an “Indemnified
Party”), and shall hold each of them harmless from and against any losses,
damages, penalties, fines, forfeitures, legal fees and expenses and related
costs, judgments, and any other costs, fees and expenses that any of them may
sustain arising out of or based upon:

     


    
      
         


      

      
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    (i)  (A)           any
untrue statement of a material fact contained or alleged to be contained in any
information, report, certification, data, accountants’ letter or other material
provided under Sections 4.24, 6.04, 6.06, 9.01(c), (d) and (h) by or on behalf
of the Servicer, or provided under Sections 4.24, 6.04, 6.06, 9.01(c), (d) and
(h) by or on behalf of any Subservicer or Subcontractor (collectively, the
“Servicer Information”), or (B) the omission or alleged omission to state in the
Servicer Information a material fact required to be stated in the Servicer
Information or necessary in order to make the statements therein, in the light
of the circumstances under which they were made, not misleading; provided, by way of clarification,
that clause (B) of this paragraph shall be construed solely by reference
to the Servicer Information and not to any other information communicated in
connection with a sale or purchase of securities, without regard to whether the
Servicer Information or any portion thereof is presented together with or
separately from such other information;

     

    (ii)  any
breach by the Servicer of its obligations under this Section 9.01(h), including
particularly any failure by the Servicer, any Subservicer or any Subcontractor
to deliver any information, report, certification, accountants’ letter or other
material when and as required under Sections 4.24, 6.04, 6.06, 9.01(c), (d) and
(h), including any failure by the Servicer to identify any Subcontractor
“participating in the servicing function” within the meaning of Item 1122 of
Regulation AB;

     

    (iii)  any
breach by the Servicer of a representation or warranty set forth in Section
9.01(g)(i) or in a writing furnished pursuant to Section 9.01(g)(ii) and made as
of a date prior to the closing date of the related Securitization Transaction,
to the extent that such breach is not cured by such closing date, or any breach
by the Servicer of a representation or warranty in a writing furnished pursuant
to Section 9.01(g)(ii) to the extent made as of a date subsequent to such
closing date; or

     

    (iv)  the
negligence, bad faith or willful misconduct of the Servicer in connection with
its performance under this Section 9.01.

     

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

     

    In the
case of any failure of performance described in sub-clause (ii) of this Section
9.01(h), the Servicer shall promptly reimburse the Owner, any Depositor, as
applicable, and each Person responsible for the preparation, execution or filing
of any report required to be filed with the Commission with respect to such
Securitization Transaction, or for execution of a certification pursuant to Rule
13a-14(d) or Rule 15d-14(d) under the Exchange Act with respect to such
Securitization Transaction, for all costs reasonably incurred by each such party
in order to obtain the information, report, certification, accountants’ letter
or other material not delivered as required by the Servicer, any Subservicer or
any Subcontractor.

     


    
      
         


      

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

     

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

     

    (i)  any
untrue statement of a material fact contained or alleged to be contained in any
offering materials related to a Securitization Transaction, including without
limitation the registration statement, prospectus, prospectus supplement, any
private placement memorandum, any offering circular, any computational
materials, and any amendments or supplements to the foregoing (collectively, the
“Securitization Materials”) or

     

    (ii)  the
omission or alleged omission to state in the Securitization Materials a material
fact required to be stated in the Securitization Materials or necessary in order
to make the statements therein, in the light of the circumstances under which
they were made, not misleading, but only to the extent that such untrue
statement or alleged untrue statement or omission or alleged omission is other
than a statement or omission arising out of, resulting from, or based upon the
Servicer Information.

     

    (j)  In
connection with any Securitization Transaction, the Servicer shall negotiate in
good faith and execute one or more servicing agreements between the Servicer and
any master servicer which is generally considered to be a prudent master
servicer in the secondary mortgage market, designated by the Owner in its sole
discretion after consultation with the Servicer and/or one or more custodial
agreements among the Owner, the Servicer and a third party custodian/trustee
which is generally considered to be a prudent custodian/trustee in the secondary
mortgage market designated by the Owner in its sole discretion after
consultation with the Servicer, in either case for the purpose of pooling the
Mortgage Loans with other mortgage loans for resale or
securitization;

     

    (k)  In
connection with any securitization of any Mortgage Loans, the Servicer shall
assign to the Investor that servicing agreement provided for in the Recon
Acknowledgement Agreement or execute a pooling and servicing agreement, which
pooling and servicing agreement may, at the Owner’s direction, contain
contractual provisions including, 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);

     

    (l)  In
connection with any Securitization Transaction, the Servicer shall, at the
Owner’s expense, make available to the Owner, its affiliates, successors or
assigns an agreed-

     


    
      
         


      

      
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    upon
procedures letter concerning the aforementioned disclosures, which letter shall
be issued by an accounting firm selected by the Servicer and acceptable to the
Owner, its affiliates, successors or assigns, for inclusion in the offering
materials for the securities created in the Securitization Transaction;
and

     

    (m)  In the
event the Owner appoints a credit risk manager in connection with a
Securitization Transaction, the Servicer shall execute a credit risk management
agreement and provide reports and information reasonably required by the credit
risk manager.

     

    The Owner
and the Servicer acknowledge and agree that the purpose of Section 9.01(d) is to
facilitate compliance by the Owner and any Depositor with the provisions of
Regulation AB and related rules and regulations of the
Commission.  Although Regulation AB is applicable by its terms only to
offerings of asset-backed securities that are registered under the Securities
Act, the Servicer acknowledges that investors in privately offered securities
may require that the Owner or any Depositor provide comparable disclosure in
unregistered offerings.  References in this Agreement to compliance
with Regulation AB include provisions of comparable disclosure in private
offerings.

     

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

     

    The Owner
(including any of its assignees or designees) shall cooperate with the Servicer
by providing timely notice of requests for information under these provisions
any by reasonably limiting such request to information required, in the Owner’s
reasonable judgment to comply with Regulation AB.

     

    In the
event the Owner has elected to have the Servicer hold record title to the
Mortgages prior to the Reconstitution Date, the Servicer shall prepare an
Assignment of Mortgage in blank for each Mortgage Loan that is a part of a Whole
Loan Transfer or Agency Sale or prepare an Assignment of Mortgage in blank or to
the trustee from the Servicer acceptable to the trustee for each Mortgage Loan
that is part of a Securitization Transaction.  The Owner shall pay all
preparation and recording costs associated therewith.  The Servicer
shall execute each

     


    
      
         


      

      
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    Assignment
of Mortgage, track such Assignments of Mortgage to ensure they have been
recorded and deliver them as required by the trustee upon the Servicer’s receipt
thereof.

     

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

     

    ARTICLE
X

     

    DEFAULT

     

    Section
10.01 
Events of
Default.

     

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

     

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

     

    (b)  failure
by the Servicer duly to observe or perform in any material respect any other of
the covenants or agreements on the part of the Servicer set forth in this
Agreement or in the Custodial Agreement which continues unremedied for a period
of sixty (60) days
after the date on which written notice of such failure, requiring the same to be
remedied, shall have been given to the Servicer by the Owner or by the
Custodian; or

     

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

     

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

     

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

     

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

     


    
      
         


      

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

     

    (h)  failure
by the Servicer to maintain with each rating agency a primary servicer rating
with respect to the Servicer’s residential Alt A and subprime mortgage loan
products no lower than the average rating for each respective rating agency;
or

     

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

     

    (j)  failure
by the Servicer to duly perform, within the required time period, its
obligations under Sections 6.04 and 6.06 which failure continues unremedied for
a period of fifteen (15) days after the date on which written notice of such
failure, requiring the same to be remedied, shall have been given to the
Servicer by any party to this Agreement or by any master servicer responsible
for master servicing the Mortgage Loans pursuant to a securitization of such
Mortgage Loans; or

     

    (k)  failure
by the Servicer, any Subservicer or any Subcontractor to deliver any
information, report, certification or other material when and as required under
Article IX or Section 4.24, or any breach by the Servicer of a representation or
warranty set forth in Section 9.01(g)(i), or in a writing furnished pursuant to
Section 9.01(g)(ii) and made as of a date prior to the closing date of the
related Securitization Transaction, to the extent that such breach is not cured
by such closing date, within the time period required, without notice or grace
period.

     

    If the
Servicer obtains knowledge of an Event of Default, the Servicer shall promptly
notify the Owner.

     

    In each
and every such case, so long as an Event of Default shall not have been
remedied, in addition to whatever rights the Owner may have at law or equity to
damages, including injunctive relief and specific performance, the Owner, by
notice in writing to the Servicer (except in the case of clause (j) above, where
termination shall be immediate and automatic), may terminate all the rights and
obligations of the Servicer under this Agreement and in and to the Mortgage
Loans and the proceeds thereof; provided that to the extent that any provision
of this Agreement expressly provides for the survival of certain rights or
obligations following termination of the Servicer as servicer, such provision
shall be given effect.  An Event of Default shall entitle the Owner in
its sole discretion to terminate the rights and obligations of the Servicer as
servicer under this Agreement without payment (notwithstanding anything in this
Agreement to the contrary) of any compensation to the Servicer.  The
Owner shall not be entitled to terminate the rights and obligations of the
Servicer in the event of an Event of Default under clause (j) above if a failure
of the Servicer to identify a Subcontractor “participating in the servicing
function” within the meaning of Item 1122 of Regulation AB was attributable
solely to the role or functions of such Subcontractor with respect to mortgage
loans other than the Mortgage Loans.

     

    Upon
receipt by the Servicer of such written notice, all authority and power of the
Servicer under this Agreement, whether with respect to the Mortgage Loans or
otherwise, shall

     


    
      
         


      

      
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    pass to
and be vested in the successor appointed pursuant to Section
12.01.  Upon written request from any Owner, the Servicer shall
prepare, execute and deliver to the successor entity designated by the Owner any
and all documents and other instruments, place in such successor’s possession
all Mortgage Files, and do or cause to be done all other acts or things
reasonably necessary or appropriate to effect the purposes of such notice of
termination, including but not limited to the transfer and endorsement or
assignment of the Mortgage Loans and related documents, all at the Servicer’s
sole expense, including, without limitation, any costs or expenses associated
with the complete transfer of all servicing data and the completion, correction
or manipulation of such servicing data as may be required by the Owner to
correct any errors or insufficiencies caused by the Servicer to enable the Owner
to service the Mortgage Loans properly and effectively.  The Servicer
shall cooperate with the Owner and such successor in effecting the termination
of the Servicer’s responsibilities and rights hereunder, including without
limitation, the transfer to such successor for administration by it of all cash
amounts which shall at the time be credited by the Servicer to the Custodial
Account or Escrow Account or thereafter received with respect to the Mortgage
Loans.

     

    If any of
the Mortgage Loans are MERS Mortgage Loans, in connection with the termination
or resignation (as described in Section 8.04) of the Servicer hereunder, either
(i) the successor servicer shall represent and warrant that it is a member of
MERS in good standing and shall agree to comply in all material respects with
the rules and procedures of MERS in connection with the servicing of the
Mortgage Loans that are registered with MERS, or (ii) the Servicer shall
cooperate with the successor servicer either (x) in causing MERS to execute and
deliver an Assignment of Mortgage in recordable form to transfer the Mortgage
from MERS to the Owner and to execute and deliver such other notices, documents
and other instruments as may be necessary to remove such Mortgage Loan(s) from
the MERS® System or (y) in causing MERS to designate on the MERS® System the
successor servicer as the servicer of such Mortgage Loan.

     

    Section
10.02 
Waiver of
Defaults.

     

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

     


    
      
         


      

      
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    ARTICLE
XI 

     

    TERMINATION

     

    Section
11.01 
Termination.

     

    This
Agreement shall terminate upon either:  (i) the later of the final
payment or other liquidation (or any advance with respect thereto) of the last
Mortgage Loan or the disposition of any REO Property with respect to the last
Mortgage Loan and the remittance of all funds due hereunder; or (ii) mutual
consent of the Servicer and the Owner in writing; or (iii) termination pursuant
to Section 10.01 or 11.02.

     

    Upon
written request from the Owner in connection with any such termination, the
Servicer shall prepare, execute and deliver, any and all documents and other
instruments, place in the Owner’s possession all Mortgage Files, and do or
accomplish all other acts or things necessary or appropriate to effect the
purposes of such notice of termination, whether to complete the transfer and
endorsement or assignment of the Mortgage Loans and related documents, or
otherwise, at the Servicer’s sole expense.  The Servicer agrees to
cooperate with the Owner and such successor in effecting the termination of the
Servicer’s responsibilities and rights hereunder as servicer, including, without
limitation, the transfer to such successor for administration by it of all cash
amounts which shall at the time be credited by the Servicer to the Custodial
Account or Escrow Account or thereafter received with respect to the Mortgage
Loans.  The provisions of this paragraph shall not limit whatever
rights the Owner may have under other provisions of this Agreement or otherwise,
whether in equity or at law, such as an action for damages, specific performance
or injunctive relief.

     

    Section
11.02 
Termination Without
Cause.

     

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

     

    The
Servicer shall be entitled to receive, as such liquidated damages, upon the
transfer of the servicing rights, an amount equal to 2.25% of the aggregate
outstanding principal amount of the Mortgage Loans as of the termination date,
paid by the Owner to the Servicer with respect to all of the Mortgage Loans so
terminated.

     

    ARTICLE
XII 

     

    MISCELLANEOUS
PROVISIONS

     

    Section
12.01 
Successor to
Servicer.

     

    Prior to
termination of the Servicer’s responsibilities and duties under this Agreement
pursuant to Sections 8.04, 10.01, 11.01(ii) or pursuant to Section 11.02 the
Owner shall, (i) succeed to and assume all of the Servicer’s responsibilities,
rights, duties and obligations under this Agreement, or (ii) appoint a successor
having the characteristics set forth in Section 8.02 and which shall succeed to
all rights and assume all of the responsibilities, duties and liabilities of
the

     


    
      
         


      

      
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    Servicer
under this Agreement prior to the termination of Servicer’s responsibilities,
duties and liabilities under this Agreement.  In connection with such
appointment and assumption, the Owner may make such arrangements for the
compensation of such successor out of payments on Mortgage Loans as it and such
successor shall agree.  In the event that the Servicer’s duties,
responsibilities and liabilities under this Agreement should be terminated
pursuant to the aforementioned sections, the Servicer shall discharge such
duties and responsibilities during the period from the date it acquires
knowledge of such termination until the effective date thereof with the same
degree of diligence and prudence which it is obligated to exercise under this
Agreement, and shall take no action whatsoever that might impair or prejudice
the rights or financial condition of its successor.  The resignation
or removal of the Servicer pursuant to the aforementioned sections shall not
become effective until a successor shall be appointed pursuant to this Section
12.01 and shall in no event relieve the Servicer of the representations and
warranties made pursuant to Section 3.01 and the remedies available to the Owner
under Sections 3.02 and 8.01, it being understood and agreed that the provisions
of such Sections 3.01, 3.02 and 8.01 shall be applicable to the Servicer
notwithstanding any such sale, assignment, resignation or termination of the
Servicer, or the termination of this Agreement.

     

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

     

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

     

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

     

    Section
12.02 
Amendment.

     

    This
Agreement may be amended from time to time by written agreement signed by the
Servicer and the Owner.

     

    Section
12.03 
Governing
Law.

     

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

     


    
      
         


      

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

     

    Section
12.04 
Arbitration.

     

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

     

    Section
12.05 
Duration of
Agreement.

     

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

     

    Section
12.06 
Notices.

     

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

     

    (i)           if
to the Servicer with respect to servicing and investor reporting
issues:

     

    
      	
               
      

            	
              Wells
      Fargo Bank, N.A.

            


    

    
      	
               
      

            	
              1
      Home Campus

            


    

    
      	
               
      

            	
              Des
      Moines, IA  50328-0001

            


    

    
      	
               
      

            	
              Attention:  John
      B. Brown, MAC X2401-042

            


    

           
Fax: 515/213-7121

    


    with a
copy to:

     

    Wells
Fargo Bank, N.A.

    1 Home
Campus

    Des
Moines, Iowa  50328-0001

    Attention:  General
Counsel MAC X2401-06T

     

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

     

    (ii)           if
to Owner:

     

    Bank of
America, National Association


    
      
         


      

      
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    Hearst
Tower

    NC1-027-21-04

    214 North
Tryon Street, 21st
Floor

    Charlotte,
North Carolina  28255

    Attention:  Managing
Director

    Telephone:  (704)
388-8708

    Fax:  (704)
386-3215

     

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

     

    Section
12.07 
Severability of
Provisions.

     

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

     

    Section
12.08 
Relationship of
Parties.

     

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

     

    Section
12.09 
Execution; Successors and
Assigns.

     

    This
Agreement may be executed in one or more counterparts and by the different
parties hereto on separate counterparts, each of which, when so executed, shall
be deemed to be an original; such counterparts, together, shall constitute one
and the same agreement.  Subject to Section 8.04, this Agreement shall
inure to the benefit of and be binding upon, and shall be enforceable by, the
Servicer and the Owner and their respective successors and assigns, including
without limitation, any trustee or master servicer appointed by the Owner with
respect any Whole Transfer or Securitization Transaction.

     

    Section
12.10 
Recordation of Assignments
of Mortgage.

     

    To the
extent permitted by applicable law, as to each Mortgage Loan which is not a MERS
Mortgage Loan, each of the Assignments of Mortgage is subject to recordation in
all appropriate public offices for real property records in all the counties or
other comparable jurisdictions in which any or all of the Mortgaged Properties
are situated, and in any other appropriate public recording office or elsewhere,
such recordation to be effected at the Servicer’s expense in the event
recordation is either necessary under applicable law or requested by the Owner
at its sole option.

     


    
      
         


      

      
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    Section
12.11 
Assignment by
Owner.

     

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

     

    Section
12.12 
Solicitation of
Mortgagor.

     

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

     

    Section
12.13 
Further
Agreements.

     

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

     

    Section
12.14 
Conflicts.

     

    If any
conflicting terms shall exist between this Agreement, the Purchase Agreement,
and any Commitment Letter, the terms and conditions of the Commitment Letter
shall govern over all other documents; the Purchase Agreement shall govern over
this Agreement.

     

    Section
12.15 
Counterparts.

     

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

     

    Section
12.16 
Exhibits.

     

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

     


    
      
         


      

      
        56

        
          

        

      

      
         


      

    


    Section
12.17 
Third Party
Beneficiaries.

     

    For
purposes of Sections 4.24, 6.04, 6.06 and 9.01 and any related provisions
thereto, each Master Servicer shall be considered a third-party beneficiary of
this Agreement, entitled to all the rights and benefits hereof as if it were a
direct party to this Agreement.

     

    [Intentionally
Blank - Next Page Signature Page]

     


    
      
         


      

      
        57

        
          

        

      

      
         


      

    


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

     

    
      	
              BANK
      OF AMERICA,

              NATIONAL
      ASSOCIATION,

            	
               

              WELLS
      FARGO BANK, N.A.,

            
	
              Owner

            	
              Servicer

            
	 
      	 
      
	
              By: _/s/ Bruce W.
      Good__________                                                         

            	
              By: __/s/ Laurie McGoogan_________                                                        

            
	 
      	 
      
	
              Name:  Bruce
      W.
      Good                                                      

            	
              Name:   Laurie
      McGoogan                                                           

            
	 
      	 
      
	
              Title:   
      Principal                                                             

            	
              Title:    
      Vice
      President                                                              

            


    

    


    


     

    


     

    


     

    


     

    


     

    


     

    


     

    


     

    


     

    


     

    


     

    


     

    


     

    


     

    


     

    


     

    


     

    [Reconstitution
Servicing Agreement]

     

    


     


    
      
         


      

      
        58

        
          

        

      

      
         


      

    


    


     

    EXHIBIT
A

     

     

    [Reserved]

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     


    
      
         


      

      
        A-1

        
          

        

      

      
         


      

    


    EXHIBIT
B

     

    ASSIGNMENT,
ASSUMPTION AND RECOGNITION AGREEMENT

     

    ____________,
20__

     

    ASSIGNMENT
AND ASSUMPTION, dated ___________________, 20__ among BANK OF AMERICA, NATIONAL
ASSOCIATION, a national banking association having an office at Charlotte, North
Carolina (“Assignor”) and _________________, having an office at
_________________ (“Assignee”) and WELLS FARGO BANK, N.A. (the “Servicer”),
having an office at 1 Home Campus, Des Moines,
IA  50328-0001:

     

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

     

    1.           The
Assignor hereby grants, transfers and assigns to Assignee all of the right,
title and interest of Assignor, as Owner, in, to and under that
certain  Servicing Agreement, (the “Agreement”), dated as of
_________________, by and between _________________ (the “Owner”), and
_________________ (the “Servicer”), [and that certain Custodial Agreement, (the
“Custodial Agreement”), dated as of _________________, by and among the
Servicer, the Owner and _________________ (the “Custodian”)].

     

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

     

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

     

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

     

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

     

    d.           Neither
the Assignor nor anyone acting on its behalf has offered, transferred, pledged,
sold or otherwise disposed of the Mortgage Loans, any interest in the Mortgage
Loans or any other similar security to, or solicited any offer to buy or accept
a transfer, pledge or other disposition of the Mortgage Loans, any interest in
the Mortgage Loans or any other similar security from, or otherwise approached
or negotiated with respect to the Mortgage Loans, any interest in the Mortgage
Loans or any other similar security with, any person in any manner, or made any
general solicitation by means of general advertising or in any other manner, or
taken any other action which would constitute a distribution of the Mortgage
Loans under the Securities Act of 1933 (the “33 Act”) or which would render the
disposition of the Mortgage Loans a violation of Section 5 of the 33 Act or
require registration pursuant thereto.

     


    
      
         


      

      
        B-1

        
          

        

      

      
         


      

    


    3.           That
Assignee warrants and represent to, and covenants with, the Assignor and the
Servicer pursuant to Section 12.10 of the  Servicing Agreement
that:

     

    a.           The
Assignee agrees to be bound, as Owner, by all of the terms, covenants and
conditions of the  Servicing Agreement, the Mortgage Loans and the
Custodial Agreement, and from and after the date hereof, the Assignee assumes
for the benefit of each of the Servicer and the Assignor all of the Assignor’s
obligations as purchaser thereunder;

     

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

     

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

     

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

     

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

     

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

     

    g.           Neither
the Assignee nor anyone acting on its behalf has offered, transferred, pledged,
sold or otherwise disposed of the Mortgage Loans, any interest in the Mortgage
Loans or any other similar security to, or solicited any offer to buy or
accepted a transfer, pledge or other disposition of the Mortgage Loans, any
interest in the Mortgage Loans or any other similar security from, or otherwise
approached or negotiated with respect to the Mortgage Loans, any interest in the
Mortgage Loans or any other similar security with, any person in any manner
which would constitute a distribution of the Mortgage Loans under the 33 Act or
which would render the disposition of the Mortgage Loans a violation of Section
5 of the 33 Act or require registration pursuant thereto, nor will it act, nor
has it authorized or will it authorize any person to act, in such manner with
respect to the Mortgage Loans; and

     

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

     

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

     


    
      
         


      

      
        B-2

        
          

        

      

      
         


      

    


    


     

    Attention:
_________________

     

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

    


    


    


    


    


    


    Attention:
_________________

     

    4.           From
and after the date hereof, the Servicer shall note the transfer of the Mortgage
Loans to the Assignee in its books and records, the Servicer shall recognize the
Assignee as the owner of the Mortgage Loans and the Servicer shall service the
Mortgage Loans for the benefit of the Assignee pursuant to
the  Servicing Agreement, the terms of which are incorporated herein
by reference. It is the intention of the Assignor, the Servicer and the Assignee
that the  Servicing Agreement shall be binding upon and inure to the
benefit of the Servicer and the Assignee and their respective successors and
assigns.

     

    [Signatures
Follow]

     

     

     

     

     

     

     

     

     

     

     

     


    
      
         


      

      
        B-3

        
          

        

      

      
         


      

    


    


     

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

     

    
      	 ____________________________________________
      	 
      	 ____________________________________________ 
      
	
              Assignor

            	 
      	
              Assignee

            
	 
      	 
      	 
      
	
              By: _________________________________________                                                                

            	 
      	
              By: _________________________________________                                                           

            
	 
      	 
      	 
      
	
              Name: _______________________________________

            	 
      	
              Name: _______________________________________                                                           

            
	 
      	 
      	 
      
	
              Its: _________________________________________

            	 
      	
              Its: _________________________________________                                                           

            
	 
      	 
      	 
      
	
              Tax
      Payer Identification No.:

            	 
      	
              Tax
      Payer Identification No.:

            
	____________________________________________ 
      	 
      	 ____________________________________________  
      


    

    


    WELLS
FARGO BANK, N.A.

    Servicer

     

    By: ____________________________________                                                     

     

    Name: __________________________________

     

    Its: ____________________________________


    
      
         


      

      
        B-4

        
          

        

      

      
         


      

    


    EXHIBIT
C

     

    Reserved

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     


    
      
         


      

      
        C-1

        
          

        

      

      
         


      

    


    EXHIBIT
D

     

    SERVICING
SYSTEM GUIDELINES AND REQUIREMENTS

     

    Loading/Updating
Investor Headers

     

    
      	
               
      

            	
              1.

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

            


    

    
      	
               
      

            	
              2.

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

            


    

    
      	
               
      

            	
              3.

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

            


    

     

    Loading
Account Numbers

     

    
      	
               
      

            	
              1.

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

            


    

    
      	
               
      

            	
              2.

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

            


    

     

    Automated
Monetary Transaction File – 413

     

    
      	
               
      

            	
              1.

            	
              Call
      Fidelity PowerCell and request installation of IP
  770

            


    

    
      	
               
      

            	
              2.

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

            


    

     

    Monthly
Servicer File – Automated

     

    
      	
               
      

            	
              1.

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

            


    

    
      	
               
      

            	
              2.

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

            


    

    
      	
               
      

            	
              3.

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

            


    

     


    
      
         


      

      
        Exhibit
D-1

        
          

        

      

      
         


      

    


    Monthly
Servicer File – Manual

     

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

     

    
      	
               
      

            	
              1.

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

            


    

    
      	
               
      

            	
              2.

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

            


    

    
      	
               
      

            	
              3.

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

            


    

    


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

     

    Reporting
Requirements

     

    Required
reports for the LSBO project are as follows:

     

    
      	
               
      

            	
              ·

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

            


    

    
      	
               
      

            	
              ·

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

            


    

    
      	
               
      

            	
              ·

            	
              Scheduled Remittance
      Reports – Servicers send on a monthly basis.  We would
      like this report by the 5th
      business day.

            


    

    
      	
               
      

            	
              ·

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

            


    

     

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

     


    
      
         


      

      
        Exhibit
D-2

        
          

        

      

      
         


      

    


    


    
      	
               
      

            	
              EXHIBIT
      E

            


    

     

    FORMS OF
CUSTODIAL ACCOUNT CERTIFICATION

     

    CUSTODIAL
ACCOUNT CERTIFICATION

     

                                                                     
____________________________, 20

     

    Wells
Fargo Bank, N.A. hereby certifies that it has established the account described
below as a Custodial Account pursuant to Section 4.04 of
the  Servicing Agreement, dated as of ________________,
20____,.

     

    
      	
              Title
      of Account:

            	
              Wells
      Fargo Bank, N.A. in trust for the Owner and/or subsequent purchasers of
      Mortgage Loans - P & I

            


    

     

    Address
of office or branch

    of the
Servicer at which

    Account
is maintained:

    


    


    


    


    WELLS
FARGO BANK, N.A.

    Servicer

     

    By:

    Name:

    Title:

     


    
      
         


      

      
        Exhibit
E-1

        
          

        

      

      
         


      

    


    EXHIBIT
F

     

    


    FORMS OF
ESCROW ACCOUNT CERTIFICATION

     

    ESCROW
ACCOUNT CERTIFICATION

     

                                                                            
___________________________, 20

     

    Wells Fargo Bank, N.A. hereby certifies
that it has established the account described below as an Escrow Account
pursuant to Section 4.06 of the  Servicing Agreement, dated as of
________________, 20_____,.

     

    
      	
              Title
      of Account:

            	
              Wells
      Fargo Bank, N.A. in trust for the Owner and/or subsequent purchasers of
      Mortgage Loans, and various Mortgagors - T &
  I

            


    

     

    Address
of office or branch

    of the
Servicer at which

    Account
is maintained:

    


    


    


    


    WELLS
FARGO BANK, N.A.

    Servicer

     

    By:

    Name:

    Title:

     


    
      
         


      

      
        Exhibit
F-1

        
          

        

      

      
         


      

    


    EXHIBIT
G

     

    FORM OF
POWER OF ATTORNEY

     

    When
Recorded Mail To:

     

    


    


    


    


    _____________________________________________________
Space above this line for Recorders Use

     

    


    LIMITED
POWER OF ATTORNEY

     

    


    Name of
Servicer (hereinafter called “Owner”) hereby appoints Wells Fargo Bank, N.A.
(hereinafter called “Servicer”), as its true and lawful attorney-in-fact to act
in the name, place and stead of Owner for the purposes set forth
below.  This limited power of attorney is given pursuant to a certain
Servicing Agreement and solely with respect to the assets serviced pursuant to
such agreement by and between Owner and Servicer dated July 1, 2006 to which
reference is made for the definition of all capitalized terms
herein.

     

    The said
attorneys-in-fact, and said person designated by the Servicer, as the
attorney-in-fact, is hereby authorized, and empowered, as follows:

     

    
      	
              1.

            	
              To
      execute, acknowledge, seal and deliver deed of trust/mortgage note
      endorsements, lost note affidavits, assignments of deed of trust/mortgage
      and other recorded documents, satisfactions/releases/reconveyances of deed
      of trust/mortgage, subordinations and modifications, tax authority
      notifications and declarations, deeds, bills of sale, and other
      instruments of sale, conveyance and transfer, appropriately completed,
      with all ordinary or necessary endorsements, acknowledgements, affidavits,
      and supporting documents as may be necessary or appropriate to effect its
      execution, delivery, conveyance, recordation or
  filing.

            


    

    
      	
              2.

            	
              To
      execute and deliver insurance filings and claims, affidavits of debt,
      substitutions of trustee, substitutions of counsel, non-military
      affidavits, notices of rescission, foreclosure deeds, transfer tax
      affidavits, affidavits of merit, verifications of complaints, notices to
      quit, bankruptcy declarations for the purpose of filing motions to lift
      stays, and other documents or notice filings on behalf of Seller in
      connection with insurance, foreclosure, bankruptcy and eviction
      actions.

            


    

    
      	
              3.

            	
              To
      endorse any checks or other instruments received by Servicer with respect
      to assets serviced pursuant to the  Servicing Agreement and made
      payable to Owner.

            


    

     


    
      
         


      

      
        Exh.
G-1

        
          

        

      

      
         


      

    


    
      	
              Dated:

            	
              Name
      of Servicer

            


    

     

    


     

    _______________________________________

     

    Witness:                                                                           Name:


    ____________________________
__________________________________

    Title:_____________________________

     

    Name
& Title: ___________________________

     

    Witness:

    _____________________________

     

    Name
& Title: ___________________________

     

    State
of

    County
of

     

    Before
me, ______________________, a Notary Public in and for the jurisdiction
aforesaid, on this _____ day of ____________________, _______, personally
appeared ___________________________, who is personally known to me (or
sufficiently proven) to be a __________________________________ of
_______________________________ and the person who executed the foregoing
instrument by virtue of the authority vested in him/her and he/she did
acknowledge the signing of the foregoing instrument to be his/her free and
voluntary act and deed as a _________________________________ for the uses,
purposes and consideration therein set forth.

     

    Witness
my hand and official seal this _____ day of _____________________,
_______.

     

    ____________________________________________

    My
Commission Expires: ________________________

     


    
      
         


      

      
        Exh.
G-2

        
          

        

      

      
         


      

    


    EXHIBIT
H

     

    IN
ASSESSMENT OF COMPLIANCE

     

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

    


    
      	
              Reg
      AB Reference

            	
              Servicing
      Criteria

            	
              Applicable
      Servicing Criteria

            	
              Inapplicable
      Servicing Criteria

            
	 
      	
              General
      Servicing Considerations

            	 
      	 
      
	
              1122(d)(1)(i)

            	
              Policies
      and procedures are instituted to monitor any performance or other triggers
      and events of default in accordance with the transaction
      agreements.

            	
              X

            	 
      
	
              1122(d)(1)(ii)

            	
              If
      any material servicing activities are outsourced to third parties,
      policies and procedures are instituted to monitor the third party’s
      performance and compliance with such servicing activities.

            	
              X

            	 
      
	
              1122(d)(1)(iii)

            	
              Any
      requirements in the transaction agreements to maintain a back-up servicer
      for the mortgage loans are maintained.

            	 
      	
              X

            
	
              1122(d)(1)(iv)

            	
              A
      fidelity bond and errors and omissions policy is in effect on the party
      participating in the servicing function throughout the reporting period in
      the amount of coverage required by and otherwise in accordance with the
      terms of the transaction agreements.

            	
              X

            	 
      
	 
      	
              Cash
      Collection and Administration

            	 
      	 
      
	
              1122(d)(2)(i)

            	
              Payments
      on mortgage loans are deposited into the appropriate custodial bank
      accounts and related bank clearing accounts no more than two business days
      following receipt, or such other number of days specified in the
      transaction agreements.

            	
              X

            	 
      
	
              1122(d)(2)(ii)

            	
              Disbursements
      made via wire transfer on behalf of an obligor or to an investor are made
      only by authorized personnel.

            	
              X

            	 
      
	
              1122(d)(2)(iii)

            	
              Advances
      of funds or guarantees regarding collections, cash flows or distributions,
      and any interest or other fees charged for such advances, are made,
      reviewed and approved as specified in the transaction
      agreements.

            	
              X

            	 
      
	
              1122(d)(2)(iv)

            	
              The
      related accounts for the transaction, such as cash reserve accounts or
      accounts established as a form of overcollateralization, are separately
      maintained (e.g., with respect to commingling of cash) as set forth in the
      transaction agreements.

            	
              X

            	 
      
	
              1122(d)(2)(v)

            	
              Each
      custodial account is maintained at a federally insured depository
      institution as set forth in the transaction agreements. For purposes of
      this criterion, “federally insured depository institution” with respect to
      a foreign financial institution means a foreign financial institution that
      meets the requirements of Rule 13k-1(b)(1) of the Securities Exchange
      Act.

            	
              X

            	 
      
	
              1122(d)(2)(vi)

            	
              Unissued
      checks are safeguarded so as to prevent unauthorized
    access.

            	
              X

            	 
      
	
              1122(d)(2)(vii)

            	
              Reconciliations
      are prepared on a monthly basis for all asset-backed securities related
      bank accounts, including custodial accounts and related bank clearing
      accounts. These reconciliations are (A) mathematically accurate; (B)
      prepared within 30 calendar days after the bank statement cutoff date, or
      such other number of days specified in the transaction agreements; (C)
      reviewed and approved by someone other than the person who prepared the
      reconciliation; and (D) contain explanations for reconciling items. These
      reconciling items are resolved within 90 calendar days of their original
      identification, or such other number of days specified in the transaction
      agreements.

            	
              X

            	 
      


    

    



    
      
         


      

      
        Exh.
H-1

        
          

        

      

      
         


      

    


    


    
      	 
      	
              Investor
      Remittances and Reporting

            	 
      	 
      
	
              1122(d)(3)(i)

            	
              Reports
      to investors, including those to be filed with the Commission, are
      maintained in accordance with the transaction agreements and applicable
      Commission requirements. Specifically, such reports (A) are prepared in
      accordance with timeframes and other terms set forth in the transaction
      agreements; (B) provide information calculated in accordance with the
      terms specified in the transaction agreements; (C) are filed with the
      Commission as required by its rules and regulations; and (D) agree with
      investors’ or the trustee’s records as to the total unpaid principal
      balance and number of mortgage loans serviced by the
    Servicer.

            	
              X

            	 
      
	
              1122(d)(3)(ii)

            	
              Amounts
      due to investors are allocated and remitted in accordance with timeframes,
      distribution priority and other terms set forth in the transaction
      agreements.

            	
              X

            	 
      
	
              1122(d)(3)(iii)

            	
              Disbursements
      made to an investor are posted within two business days to the Servicer’s
      investor records, or such other number of days specified in the
      transaction agreements.

            	
              X

            	 
      
	
              1122(d)(3)(iv)

            	
              Amounts
      remitted to investors per the investor reports agree with cancelled
      checks, or other form of payment, or custodial bank
      statements.

            	
              X

            	 
      
	 
      	
              Pool
      Asset Administration

            	 
      	 
      
	
              1122(d)(4)(i)

            	
              Collateral
      or security on mortgage loans is maintained as required by the transaction
      agreements or related mortgage loan documents.

            	
              X

            	 
      
	
              1122(d)(4)(ii)

            	
              Mortgage
      loan and related documents are safeguarded as required by the transaction
      agreements

            	
              X

            	 
      
	
              1122(d)(4)(iii)

            	
              Any
      additions, removals or substitutions to the asset pool are made, reviewed
      and approved in accordance with any conditions or requirements in the
      transaction agreements.

            	
              X

            	 
      
	
              1122(d)(4)(iv)

            	
              Payments
      on mortgage loans, including any payoffs, made in accordance with the
      related mortgage loan documents are posted to the Servicer’s obligor
      records maintained no more than two business days after receipt, or such
      other number of days specified in the transaction agreements, and
      allocated to principal, interest or other items (e.g., escrow) in
      accordance with the related mortgage loan documents.

            	
              X

            	 
      
	
              1122(d)(4)(v)

            	
              The
      Servicer’s records regarding the mortgage loans agree with the Servicer’s
      records with respect to an obligor’s unpaid principal
    balance.

            	
              X

            	 
      
	
              1122(d)(4)(vi)

            	
              Changes
      with respect to the terms or status of an obligor’s mortgage loans (e.g.,
      loan modifications or re-agings) are made, reviewed and approved by
      authorized personnel in accordance with the transaction agreements and
      related pool asset documents.

            	
              X

            	 
      
	
              1122(d)(4)(vii)

            	
              Loss
      mitigation or recovery actions (e.g., forbearance plans, modifications and
      deeds in lieu of foreclosure, foreclosures and repossessions, as
      applicable) are initiated, conducted and concluded in accordance with the
      timeframes or other requirements established by the transaction
      agreements.

            	
              X

            	 
      
	
              1122(d)(4)(viii)

            	
              Records
      documenting collection efforts are maintained during the period a mortgage
      loan is delinquent in accordance with the transaction agreements. Such
      records are maintained on at least a monthly basis, or such other period
      specified in the transaction agreements, and describe the entity’s
      activities in monitoring delinquent mortgage loans including, for example,
      phone calls, letters and payment rescheduling plans in cases where
      delinquency is deemed temporary (e.g., illness or
      unemployment).

            	
              X

            	 
      


    

    



    
      
         


      

      
        Exh.
H-2

        
          

        

      

      
         


      

    


    


    
      	
              1122(d)(4)(ix)

            	
              Adjustments
      to interest rates or rates of return for mortgage loans with variable
      rates are computed based on the related mortgage loan
      documents.

            	
              X

            	 
      
	
              1122(d)(4)(x)

            	
              Regarding
      any funds held in trust for an obligor (such as escrow accounts): (A) such
      funds are analyzed, in accordance with the obligor’s mortgage loan
      documents, on at least an annual basis, or such other period specified in
      the transaction agreements; (B) interest on such funds is paid, or
      credited, to obligors in accordance with applicable mortgage loan
      documents and state laws; and (C) such funds are returned to the obligor
      within 30 calendar days of full repayment of the related mortgage loans,
      or such other number of days specified in the transaction
      agreements.

            	
              X

            	 
      
	
              1122(d)(4)(xi)

            	
              Payments
      made on behalf of an obligor (such as tax or insurance payments) are made
      on or before the related penalty or expiration dates, as indicated on the
      appropriate bills or notices for such payments, provided that such support
      has been received by the servicer at least 30 calendar days prior to these
      dates, or such other number of days specified in the transaction
      agreements.

            	
              X

            	 
      
	
              1122(d)(4)(xii)

            	
              Any
      late payment penalties in connection with any payment to be made on behalf
      of an obligor are paid from the Servicer’s funds and not charged to the
      obligor, unless the late payment was due to the obligor’s error or
      omission.

            	
              X

            	 
      
	
              1122(d)(4)(xiii)

            	
              Disbursements
      made on behalf of an obligor are posted within two business days to the
      obligor’s records maintained by the servicer, or such other number of days
      specified in the transaction agreements.

            	
              X

            	 
      
	
              1122(d)(4)(xiv)

            	
              Delinquencies,
      charge-offs and uncollectible accounts are recognized and recorded in
      accordance with the transaction agreements.

            	
              X

            	 
      
	
              1122(d)(4)(xv)

            	
              Any
      external enhancement or other support, identified in Item 1114(a)(1)
      through (3) or Item 1115 of Regulation AB, is maintained as set forth in
      the transaction agreements.

            	 
      	
              X

            


    

    



    
      
         


      

      
        Exh.
H-3

        
          

        

      

      
         


      

    


    EXHIBIT
I

    


     

    SARBANES
CERTIFICATION

     

    
      	
               
      

            	
              Re:

            	
              The
      [ ] agreement dated as of [ ], 200[ ] (the “Agreement”), among [IDENTIFY
      PARTIES]

            


    

     

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

     

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

     

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

     

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

     

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

     

    
      	
              (5)

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

            


    

     


    
      
         


      

      
        Exh.
I-1

        
          

        

      

      
         


      

    


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

     

    Date:

     

    By:

    Name:

    Title:

    


    
      	
            


    

    



    
      
         


      

      
        Exh.
I-2