Unassociated Document


    
      Exhibit
        10.6

    

    


    
      

      

    

     

     

     

    LOAN
      SERVICING AGREEMENT

    Dated
      and effective as of February 1, 2004

     

     

     

     

    RWT
      HOLDINGS, INC.

    (Owner)

    


    and

     

     

     

     

    GMAC
      MORTGAGE CORPORATION

    (Servicer)

     

     

     

     

    
      

      

    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      TABLE
        OF CONTENTS

    

     

    
      
        	
                ARTICLE
                  I 

              	
                DEFINITIONS

              	
                1

              
	 	 	 
	
                Section
                  1.01

              	
                Definitions

              	
                1

              
	 	 
	ARTICLE
                II POSSESSION OF MORTGAGE LOAN SERVICING FILES	
                10

              
	 	 	 
	
                Section
                  2.01

              	
                Servicing
                  of Mortgage Loans.

              	
                10

              
	 	 	 
	
                Section
                  2.02

              	
                Conveyance
                  of Mortgage Loan Servicing Files; Possession of  Mortgage Loan
                  Servicing Files.

              	
                10

              
	 	 	 
	
                Section
                  2.03

              	
                Books
                  and Records.

              	
                10

              
	 	 	 
	
                Section
                  2.04

              	
                Custodial
                  Agreement: Delivery of Documents.

              	
                10

              
	 	 	 
	
                Section
                  2.05

              	
                Tax
                  Service/Flood Service.

              	
                11

              
	 	 
	ARTICLE
                III REPRESENTATIONS AND WARRANTIES	
                11

              
	 	 	 
	
                SECTION
                  3.01

              	
                GENERAL
                  REPRESENTATIONS AND WARRANTIES OF THE

              	 
	 	
                SERVICER
                  AND OWNER.

              	
                11

              
	 	 	 
	
                Section
                  3.02

              	
                Representations,
                  Warranties and Covenants of Owner.

              	
                12

              
	 	 	 
	
                Section
                  3.03

              	
                Survival.

              	
                13

              
	 	 
	ARTICLE
                IV ADMINISTRATION AND SERVICING OF MORTGAGE LOANS	
                13

              
	 	 	 
	
                Section
                  4.01

              	
                Standards
                  of Servicer.

              	
                13

              
	 	 	 
	
                Section
                  4.02

              	
                Liquidation
                  of Mortgage Loans; Servicing Advances and
                  Foreclosure.

              	
                15

              
	 	 	 
	
                Section
                  4.03

              	
                Collection
                  of Mortgage Loan Payments.

              	
                16

              
	 	 	 
	
                Section
                  4.04

              	
                Establishment
                  of Custodial Account; Deposits in Custodial
                  Account.

              	
                16

              
	 	 	 
	
                Section
                  4.05

              	
                Withdrawals
                  From the Custodial Account.

              	
                18

              
	 	 	 
	
                Section
                  4.06

              	
                Establishment
                  of Escrow Account; Deposits in Escrow Account.

              	
                19

              
	 	 	 
	
                Section
                  4.07

              	
                Withdrawals
                  From Escrow Account.

              	
                19

              
	 	 	 
	
                Section
                  4.08

              	
                Payment
                  of Taxes, Insurance and Other Charges.

              	
                20

              


      

       

      
        
          
          

        

        
          i

          
            

          

        

        
          
          

        

      

       

      
        	
                Section
                  4.09

              	
                Transfer
                  of Accounts.

              	
                20

              
	 	 	 
	
                Section
                  4.10

              	
                Maintenance
                  of Hazard Insurance.

              	
                20

              
	 	 	 
	
                Section
                  4.11

              	
                Maintenance
                  of Blanket Insurance Policy.

              	
                21

              
	 	 	 
	
                Section
                  4.12

              	
                Maintenance
                  of Mortgage Impairment Insurance Policy.

              	
                21

              
	 	 	 
	
                Section
                  4.13

              	
                Fidelity
                  Bond; Errors and Omissions Insurance.

              	
                22

              
	 	 	 
	
                Section
                  4.14

              	
                Title,
                  Management and Disposition of REO Property.

              	
                22

              
	 	 	 
	
                Section
                  4.15

              	
                Transfer
                  Notices.

              	
                24

              
	 	 	 
	
                Section
                  4.16

              	
                Restoration
                  of Mortgaged Property.

              	
                25

              
	 	 	 
	
                Section
                  4.17

              	
                Maintenance
                  of PMI Policy; Claims.

              	
                25

              
	 	 	 
	
                Section
                  4.18

              	
                Privacy.

              	
                26

              
	 	 	 
	
                Section
                  4.19

              	
                Compliance
                  with REMIC Provisions.

              	
                27

              
	 	 	 
	 ARTICLE
                V PAYMENTS TO THE OWNER	
                27

              
	 	 	 
	
                Section
                  5.01

              	
                Distributions.

              	
                27

              
	 	 	 
	
                Section
                  5.02

              	
                Statements
                  to the Owner.

              	
                28

              
	 	 	 
	
                Section
                  5.03

              	
                P&I
                  Advances by the Servicer.

              	
                28

              
	 	 
	 ARTICLE
                VI GENERAL SERVICING PROCEDURE	
                29

              
	 	 	 
	
                Section
                  6.01

              	
                Assumption
                  Agreements.

              	
                29

              
	 	 	 
	
                Section
                  6.02

              	
                Release
                  of Mortgage Files; Wrongful Satisfaction of
                  Mortgages.

              	
                29

              
	 	 	 
	
                Section
                  6.03

              	
                Servicing
                  Compensation.

              	
                29

              
	 	 	 
	
                Section
                  6.04

              	
                Annual
                  Statement as to Compliance.

              	
                30

              
	 	 	 
	
                Section
                  6.05

              	
                Annual
                  Independent Public Accountants’ Servicing Report.

              	
                30

              
	 	 	 
	
                Section
                  6.06

              	
                Owner’s
                  Right to Examine Servicer Records.

              	
                30

              
	 	 	 
	
                Section
                  6.07

              	
                Rate
                  Adjustment.

              	
                30

              
	 	 	 
	
                Section
                  6.08

              	
                Maintenance
                  of Licenses and Ratings.

              	
                31

              
	 	 	 


      

       

      
        
          
          

        

        
          ii

          
            

          

        

        
          
          

        

      

       

      
        	
                Section
                  6.09

              	
                Quality
                  Control.

              	
                31

              
	 	 	 
	
                Section
                  6.10

              	
                Compliance
                  and Performance Reviews.

              	
                31

              
	 	 	 
	
                Section
                  6.11

              	
                Access
                  to Documents and Employees.

              	
                32

              
	 	 	 
	
                Section
                  6.12

              	
                Notices.

              	
                32

              
	 	 	 
	
                Section
                  6.13

              	
                Contingency
                  Plans.

              	
                32

              
	 	 	 
	ARTICLE
                VII REPORTS TO BE PREPARED BY SERVICER	
                32

              
	 	 	 
	
                Section
                  7.01

              	
                Servicer
                  Shall Provide Access and Information as Reasonably
                  Required.

              	
                32

              
	 	 	 
	
                Section
                  7.02

              	
                Financial
                  Statements.

              	
                33

              
	 	 	 
	ARTICLE
                VIII THE SERVICER	
                33

              
	 	 	 
	
                Section
                  8.01

              	
                Indemnification;
                  Third Party Claims.

              	
                33

              
	 	 	 
	
                Section
                  8.02

              	
                Limitation
                  on Liability

              	
                35

              
	 	 	 
	
                Section
                  8.03

              	
                Merger
                  or Consolidation of the Servicer.

              	
                35

              
	 	 	 
	ARTICLE
                IX DEFAULT	
                36

              
	 	 	 
	
                Section
                  9.01 

              	
                Events
                  of Default.

              	
                36

              
	 	 	 
	ARTICLE
                X TERMINATION; RECONSTITUTION	
                37

              
	 	 	 
	
                Section
                  10.01

              	
                (
                  Reserved )

              	
                37

              
	 	 	 
	
                Section
                  10.02

              	
                Termination
                  Without Cause

              	
                37

              
	 	 	 
	
                Section
                  10.03

              	
                Removal
                  of Mortgage Loans From Inclusion Under This
                  Agreement

              	
                38

              
	 	 	 
	ARTICLE
                XI MISCELLANEOUS PROVISIONS	
                41

              
	 	 	 
	
                Section
                  11.01

              	
                Successor
                  to the Servicer.

              	
                41

              
	 	 	 
	
                Section
                  11.02

              	
                No
                  Waiver.

              	
                41

              
	 	 	 
	
                Section
                  11.03

              	
                Amendment.

              	
                42

              
	 	 	 
	
                Section
                  11.04

              	
                No
                  Solicitations.

              	
                42

              
	 	 	 
	
                Section
                  11.05

              	
                Duration
                  of Agreement.

              	
                42

              


      

       

      
        
          
          

        

        
          iii

          
            

          

        

        
          
          

        

      

       

      
        	
                Section
                  11.06

              	
                Governing
                  Law.

              	
                42

              
	 	 	 
	
                Section
                  11.07

              	
                Notices.

              	
                43

              
	 	 	 
	
                Section
                  11.08

              	
                Severability
                  of Provisions.

              	
                43

              
	 	 	 
	
                Section
                  11.09

              	
                No
                  Partnership.

              	
                43

              
	 	 	 
	
                Section
                  11.10

              	
                Counterparts.

              	
                43

              
	 	 	 
	
                Section
                  11.11

              	
                Successors
                  and Assigns.

              	
                43

              
	 	 	 
	
                Section
                  11.12

              	
                Time
                  of Payment.

              	
                44

              
	 	 	 
	
                Section
                  11.13

              	
                General
                  Interpretive Principles.

              	
                44

              
	 	 	 
	
                Section
                  11.14

              	
                Entire
                  Agreement.

              	
                44

              
	 	 	 
	
                Section
                  11.15

              	
                Force
                  Majeure.

              	
                45

              


      

    

     

    EXHIBITS

    
      	
              Exhibit
                A

            	
              Eligibility
                Criteria for Residential Mortgage
                Loans

            


    

    
      	
              Exhibit
                B

            	
              Reserved

            


    

    
      	
              Exhibit
                C

            	
              Mortgage
                File and Mortgage Loan Servicing File
                Contents

            


    

    
      	
              Exhibit
                D

            	
              Transfer
                Instructions

            


    

    
      	
              Exhibit
                E

            	
              Form
                of Limited Corporate Resolution

            


    

    
      	
              Exhibit
                F

            	
              Custodial
                Account Letter Agreement

            


    

    
      	
              Exhibit
                G

            	
              Escrow
                Account Letter Agreement 

            


    

    
      	
              Exhibit
                H

            	
              Form
                of Remittance Schedule

            


    

    
      	
              Exhibit
                I

            	
              Servicer’s
                Responsibilities Upon Transfer of
                Servicing

            


    

    
      	
              Exhibit
                J

            	
              List
                of Reports

            


    

    
      	
              Exhibit
                K

            	
              Form
                of Custodial Agreement

            


      	Exhibit L	Reconstitution Form
              Opinion


    

     

    
      
        
        

      

      
        iv

        
          

        

      

      
        
        

      

    

     

    LOAN
      SERVICING AGREEMENT

     

    THIS
      LOAN SERVICING AGREEMENT
      dated as
      of February 1st,
      2004
      (the “Agreement”) by and between RWT Holdings, Inc. and/or its assigns
      (“Owner”), a Delaware corporation with its principal office located at One
      Belvedere Place, #310 Mill Valley, California, 94941, and GMAC Mortgage
      Corporation, a Pennsylvania corporation with its principal office located at
      100
      Witmer Road, Horsham, PA 19044-0963 (“Servicer”).

     

    Recitals

     

    A. Owner
      desires to retain Servicer from time to time to service certain residential
      mortgage loans that Owner may make or acquire; and

     

    B. Owner
      and
      Servicer desire to establish the terms and conditions on which Servicer shall
      service mortgage loans on behalf of Owner.

     

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

     

    ARTICLE
      I

    DEFINITIONS

     

    Section
      1.01 Definitions

     

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

     

    “Agreement”:
      This Loan Servicing Agreement, including all exhibits hereto, and all amendments
      hereof and supplements hereto. 

     

    “Ancillary
      Income”: All income derived from the Mortgage Loans other than servicing fees
      and prepayment fees, including without limitation late charges and other
      incidental fees and fees, commissions or expense reimbursements relating to
      the
      placement of insurance, and such other income defined as Ancillary Income in
      this Agreement.

     

    “Applicable
      Requirements”: As of the time of reference, with respect to the Mortgage Loans,
      REO Property and the servicing of the Mortgage Loans, all of the following:
      (i)
      all contractual obligations of Owner under the Mortgage Loan, for which Owner
      or, by virtue of this Agreement, Servicer is responsible for or at any time
      was
      or hereafter will be responsible; (ii) all applicable federal, state and local
      legal and regulatory requirements (including, without limitation, statutes,
      rules, regulations and ordinances and including the Privacy Requirements)
      binding upon Owner or Servicer; (iii) all other applicable requirements and
      guidelines of each governmental agency, board, commission, instrumentality
      and
      other governmental body or officer having jurisdiction; (iv) all other
      applicable judicial and administrative judgments, orders, stipulations, awards,
      writs and injunctions; (v), the applicable provisions of the Fannie Mae
      Servicing Guide for whole loan servicing that would apply if Fannie Mae were
      the
      Investor for such Mortgage Loans, to the extent not otherwise inconsistent
      with
      this Agreement; and (vi) Customary Servicing Procedures.

     

    
      
        
        

      

      
        1

        
          

        

      

      
        
        

      

    

     

    “Assignment
      of Mortgage”: An assignment of the Mortgage, notice of transfer or equivalent
      instrument in recordable form (but not recorded) that, when properly completed
      and recorded, is sufficient under the laws of the jurisdiction wherein the
      related Mortgaged Property is located to reflect of record the sale of the
      Mortgage Loan to the Owner.

     

    “Assumed
      Principal Balance”: As to each Mortgage Loan as of any date of determination,
      (i) the principal balance of the Mortgage Loan outstanding as of the
      Determination Date after application of payments due on or before the
      Determination Date, whether or not received, minus (ii) all amounts previously
      distributed to the Owner with respect to the Mortgage Loan pursuant to Section
      5.01 and representing payments or other recoveries of principal.

     

    “Business
      Day”: Any day other than (i) a Saturday or Sunday, (ii) a day on which banking
      or savings and loan institutions in the Commonwealth of Pennsylvania or the
      States of California, Iowa or Connecticut are authorized or obligated by law
      or
      executive order to be closed, or (iii) a day that is a company holiday at the
      location of the main offices of either Owner or Servicer.

     

    “Condemnation
      Proceeds”: All awards or settlements in respect of a taking of an entire
      Mortgaged Property by exercise of the power of eminent domain or
      condemnation.

     

    “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, a form of which is annexed hereto as Exhibit
      K.

     

    “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.

     

    “Customer
      Information”: Any personally identifiable information in any form (written
      electronic or otherwise) relating to a Mortgagor, including, but not limited
      to:
      a Mortgagor’s name, address, telephone number, Mortgage Loan number, Mortgage
      Loan payment history, delinquency status, insurance carrier or payment
      information, tax amount or payment information; the fact that the Mortgagor
      has
      a relationship with the servicer of such Mortgagor’s Mortgage Loan; and any
      other non-public personally identifiable information.

     

    “Customary
      Servicing Procedures”: Those mortgage servicing practices of mortgage lending
      institutions that service mortgage loans of the same type as such Mortgage
      Loan
      in the jurisdiction where the related Mortgage Property is located, exercising
      the same care in performing those practices that the Servicer customarily
      employs and exercises in servicing and administering mortgage loans for its
      own
      account (including compliance with all applicable federal, state and local
      laws).

     

    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    

     

    “Cutoff
      Date”: The last Business Day of the month. 

     

    “Determination
      Date”: The 15th
      day (or
      if such last day is not a Business Day, the Business Day immediately preceding
      such 15th day) of the month immediately preceding the related Remittance
      Date.

     

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

     

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

     

    “Effective
      Date”: The date that Servicer physically assumes in accordance with the Transfer
      Instructions.

     

    “Eligibility
      Criteria”: The eligibility criteria for residential mortgage loans to be
      delivered by Owner after the initial Effective Date to be serviced by Servicer
      under this Agreement, as specified in Exhibit
      A hereto,
      as the same may be amended from time to time with the mutual consent of both
      parties.

     

    “Eligible
      Depository Institution”: An account or accounts maintained with a depository
      institution which is acceptable to Fannie Mae for establishment of custodial
      accounts.

     

    “Eligible
      Investments”: Any one or more of the following obligations or
      securities:

     

    (i) obligations
      of or guaranteed as to principal and interest by the (a) United States, Freddie
      Mac, Fannie Mae or any agency or instrumentality of the United States when
      such
      obligations are backed by the full faith and credit of the United States;
      provided, that such obligations of Freddie Mac or Fannie Mae shall be limited
      to
      senior debt obligations and mortgage participation certificates except that
      investments in mortgage-backed or mortgage participation securities with yields
      evidencing extreme sensitivity to the rate of principal payments on the
      underlying mortgages shall not constitute Eligible Investments
      hereunder;

     

    (ii)
      repurchase agreements (which must be fully collateralized) on
      obligations specified in clause (i) maturing not more than one month from the
      date of acquisition thereof;

     

    (iii) federal
      funds, certificates of deposit, demand deposits, time deposits and bankers’
acceptances (which shall each have an original maturity of not more than 90
      days
      and, in the case of bankers’ acceptances, shall in no event have an original
      maturity of more than 365 days or a remaining maturity of more than 30 days)
      denominated in United States dollars of any U.S. depository institution or
      trust
      company incorporated under the laws of the United States or any state thereof
      or
      of any domestic branch of a foreign depository institution or trust
      company;

     

    
      
        
        

      

      
        3

        
          

        

      

      
        
        

      

    

     

    (iv) commercial
      paper (having original maturities of not more than 365 days) of any corporation
      incorporated under the laws of the United States or any state thereof which
      are
      rated at least A-1 or P-1 by S & P Corporation (“S & P”) and Moody’s
      Investor Services, Inc. (“Moody’s”), respectively;

     

    (v) obligations
      of major foreign commercial banks, limited to Eurodollar deposits, time
      deposits, certificate of deposits, bankers acceptances, Yankee Bankers
      acceptances and Yankee certificate of deposits;

     

    (vi) obligations
      of major foreign corporations limited to commercial paper, auction rate
      preferred stock, medium term notes, master notes and loan
      participations;

     

    (vii) money
      market funds comprised of securities described in the aforementioned clauses
      (i-iv) and having a stated policy of maintaining a set net asset value per
      share
      (a “Money Market Fund”). All Money Market Funds will conform to Rule 2a-7 of the
      Investment Company Act of 1940;

     

    (viii) GMAC
      Variable Denomination Demand Note Program which constitutes unsecured, senior
      debt obligations of General Motors Acceptance Corporation as outlined in the
      Prospectus dated March 31, 1995 (the “Demand Note Program”). Investments in the
      Demand Note Program are subject to:

     

    (a) GMAC’s
      short term unsecured debt must be rated (i) at least A-1 by S & P and at
      least P-2 by Moody’s or (ii) at least A-2 by S & P and at least P-1 by
      Moody’s; and

     

    (b) GMAC’s
      long term unsecured debt must be rated (i) not less than A- by S & P and
      (ii) not less than A3 by Moody’s;

     

    provided,
      however, that no instrument shall be an Eligible Investment if it represents,
      either (1) the right to receive only interest payments with respect to the
      underlying debt instrument or (2) the right to receive both principal and
      interest payments derived from obligations underlying such instrument and the
      principal and interest with respect to such instrument provide a yield to
      maturity greater than 120% of the yield to maturity at par of such underlying
      obligations.

     

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

     

    “Escrow
      Payments”: The amounts constituting taxes, assessments, mortgage insurance
      premiums, fire and hazard insurance premiums and other payments required to
      be
      escrowed by the Mortgagor with the mortgagee pursuant to any Mortgage Loan.
      

     

    “Event
      of
      Default”: Any one of the conditions or circumstances enumerated in Section 9.01.


     

    “Fannie
      Mae”: The Federal National Mortgage Association or any successor
      organization.

     

    
      
        
        

      

      
        4

        
          

        

      

      
        
        

      

    

     

    “FDIC”:
      The Federal Deposit Insurance Corporation or any successor organization.


     

    “Fidelity
      Bond”: A fidelity bond required to be maintained by the Servicer pursuant to
      Section 4.13.

     

    “Freddie
      Mac”: The Federal Home Loan Mortgage Corporation or any successor
      organization.

     

    “GMAC”:
      GMAC Mortgage Corporation, a Pennsylvania corporation, its successors and
      assigns.

     

    “High
      Cost
      Loan”: A residential mortgage loan that is subject to the anti-predatory
      prohibitions of state or local laws and regulations by virtue of the loan’s high
      interest rate or total points and fees. 

     

    “HOEPA”:
      The Home Ownership Equity Protection Act. 

     

    “HUD”:
      The Department of Housing and Urban Development or any successor organization.
      

     

    “Index”:
      With respect to any Adjustable Rate Mortgage Loan, the index set forth in the
      applicable Mortgage Note which is added to the gross margin to determine the
      Mortgage Interest Rate on each interest adjustment date.

     

    “Insurance
      Proceeds”: Proceeds of any Primary Insurance Policy, title policy, hazard policy
      or other insurance policy covering a Mortgage Loan, if any, to the extent such
      proceeds are not to be applied to the restoration of the related Mortgaged
      Property or released to the Mortgagor in accordance with Customary Servicing
      Procedures or in accordance with the terms of the related Mortgage Loan or
      applicable law.

     

    “Investor”:
      An assign (including any trustee) of RWT Holdings, Inc.’s legal interest in a
      Mortgage Loan.

     

    “Liquidation
      Proceeds”: Cash, other than Insurance Proceeds, Condemnation Proceeds or REO
      Disposition Proceeds, received in connection with the liquidation of a defaulted
      Mortgage Loan, whether through the sale or assignment of the Mortgage Loan,
      trustee’s sale, foreclosure sale or otherwise.

     

    “Loss
      Mitigation Activity”: To the extent not ordinary to the servicing function, an
      initiative taken by the Servicer (sometimes on cooperation with the Mortgagor),
      with the prior written consent of Owner if the Servicer reasonably expects
      the
      impact to the Owner to be greater than $5,000 (which consent shall be deemed
      to
      have been provided if no response from Owner is provided within ten (10)
      Business Days after written notice to Owner of Servicer’s intent to undertake
      such initiative), that might result in a less costly alternative to the Owner
      than foreclosure. Loss Mitigation Activity can include temporary forbearance,
      pre-sales, loan modifications, loan repayments, accepting a deed-in-lieu and
      deficiency judgments. 

     

    
      
        
        

      

      
        5

        
          

        

      

      
        
        

      

    

     

    “Monthly
      Payment”: The scheduled monthly payment of principal and interest on a Mortgage
      Loan which is payable by a Mortgagor under the related Mortgage Note.


     

    “Mortgage”:
      The mortgage, deed of trust or other instrument creating a first lien on or
      first priority ownership interest in an estate in fee simple, or a leasehold
      estate, in real property securing a Mortgage Note, including any rider
      incorporated by reference therein. 

     

    “Mortgage
      File”: The items pertaining to a particular Mortgage Loan referred to in
Exhibit
      C
      annexed
      hereto, which are delivered to the Custodian and not otherwise contained in
      the
      Mortgage Loan Servicing File, and any additional documents required to be added
      to the Mortgage File pursuant to this agreement.

     

    “Mortgage
      Interest Rate”: The annual rate at which interest accrues on any Mortgage Loan
      in accordance with the provisions of the related Mortgage Note.

     

    “Mortgage
      Loan”: An individual mortgage loan that is the subject of this Agreement, and
      those that are made subject to this Agreement after the initial Effective Date
      pursuant to the provisions specified herein.

     

    “Mortgage
      Loan Documents”: With respect to a Mortgage Loan, the original related Mortgage
      Note with applicable addenda, riders allonges or modifications, the original
      related Mortgage and the originals of any required addenda, riders allonges
      or
      modifications, the original related Assignment and any original intervening
      related Assignments, the original related title insurance policy, related PMI
      policy, if any, and the related appraisal report.

     

    “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.

     

    “Mortgage
      Loan 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 Custodian and copies of the Mortgage Loan Documents
      listed in the Custodial Agreement the originals of which are delivered to the
      Custodian pursuant to Section 2.04 as more fully set forth in Exhibit
      C.

     

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

     

    “Mortgaged
      Property”: The real property and improvements subject to a Mortgage,
      constituting security for repayment of the debt evidenced by the related
      Mortgage Note. 

     

    “Mortgagor”:
      The obligor on a Mortgage Note.

     

    “New
      Loan
      Data File”: With respect to each Mortgage Loan delivered after the initial
      Effective Date by Owner to be serviced by Servicer under this Agreement, the
      data file produced by Owner pursuant to the Transfer Instructions that is used
      to enable Servicer to set up each Mortgage Loan on its servicing
      system.

     

    
      
        
        

      

      
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    “Officers’
      Certificate”: A certificate signed by the President, a Senior Vice President or
      a Vice President and by the Treasurer or the Secretary or one of the Assistant
      Secretaries of the Servicer, or by other duly authorized officers or agents
      of
      the Servicer, and delivered to the Owner as required by this
      Agreement.

     

    “Opinion
      of Counsel”: A written opinion of counsel, who may be salaried counsel employed
      by the Servicer.

     

    “Owner”:
      RWT Holdings, Inc. and/or its assigns.

     

    “P&I
      Advance”: As to any Mortgage Loan, any advance made by the Servicer pursuant to
      Section 5.03

     

    “Pass-Through
      Transfer”: The sale or transfer of some or all of the Mortgage Loans by the
      Owner to a trust to be formed as part of a publicly issued or privately placed
      mortgage-backed securities transaction.

     

    “Person”:
      Any individual, corporation, partnership, joint venture, association,
      joint-stock Servicer, trust, unincorporated organization or government or any
      agency or political subdivision thereof.

     

    “Prepayment
      Interest Shortfall”: With respect to any Remittance Date, for each Mortgage Loan
      that was the subject of a Principal Prepayment during the related Principal
      Prepayment Period, an amount equal to the excess of one month’s interest at the
      applicable Mortgage Loan Remittance Rate on the amount of such Principal
      Prepayment over the amount of interest (adjusted to the Mortgage Loan Remittance
      Rate) actually paid by the related Mortgagor with respect to such Principal
      Prepayment Period.

     

    “Primary
      Insurance Policy”: With respect to each Mortgage Loan, the primary policy of
      mortgage insurance in effect, or any replacement policy therefore obtained
      by
      the Servicer pursuant to Section 4.08.

     

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

     

    “Principal
      Prepayment Period”: The calendar month preceding the month of the applicable
      Remittance Date.

     

    “Privacy
      Requirements”: Means the obligations imposed by (i) Title V of the
      Gramm-Leach-Bliley Act, 15 U.S.C. § 6801 et seq.; (ii) the applicable federal
      regulations implementing such act and codified at 12 CFR Parts 40, 216, 332,
      573, and/or 16 CFR Part 313; (iii) Interagency Guidelines Establishing Standards
      For Safeguarding Borrower Information published in final form on February 1,
      2001 (such final guidelines and/or rules the “Interagency Guidelines”) to
      establish and maintain an information Security Program; and (iv) other
      applicable federal, state and local laws, rules, regulations, and orders
      relating to the privacy and security of Customer Information, including the
      federal Fair Credit Reporting Act, 15 U.S.C. § 1681 et seq., and similar state
      laws.

     

    
      
        
        

      

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

     

    “Rating
      Agencies” or “Rating Agencies” means any nationally recognized statistical
      credit agency that at the time of any determination thereof has outstanding
      a
      rating on one or more classes of mortgage-backed securities or asset-backed
      securities at the request of any issuer of mortgage-backed securities or
      asset-backed securities. 

     

    “Reconstitution”:
      Either a Whole Loan Transfer or a Pass-Through Transfer.

     

    “Reconstitution
      Date”: The date on which any or all of the Mortgage Loans serviced under this
      Agreement shall be removed from this Agreement and reconstituted as part of
      a
      Whole Loan Transfer or Pass Through Transfer pursuant to Section 10.03 hereof.
      The Reconstitution Date shall be such date designated by the Owner with thirty
      (30) days prior notice to Servicer. 

     

    “Record
      Date”: The close of business of the last Business Day of the month preceding the
      month of the related Remittance Date. 

     

    “REMIC”:
      A real estate mortgage investment conduit, as such term is defined by the
      Internal Revenue Code of 1986, as amended.

     

    “Remittance
      Date”: The 18th
      day of
      any month, beginning on the 18th
      day of
      the month after the month of the applicable Transfer Date, or if such
      18th
      day is
      not a Business Day, the first Business Day immediately preceding.

     

    “REO
      Disposition”: The final sale by the Servicer of a Mortgaged Property acquired by
      the Servicer in foreclosure or by deed in lieu of foreclosure. 

     

    “REO
      Disposition Proceeds”: All amounts received with respect to an REO Disposition
      pursuant to Section 4.14. 

     

    “REO
      Property”: A Mortgaged Property acquired by the Servicer through foreclosure or
      deed in lieu of foreclosure, as described in Section 4.14. 

     

    “Servicer”:
      GMAC Mortgage Corporation, a Pennsylvania corporation, or its successor in
      interest or any successor to the Servicer under this Agreement appointed as
      herein provided. 

     

    “Servicing
      Advances”: All customary, reasonable and necessary “out of pocket” costs and
      expenses 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 REO Property pursuant to Section 4.14, and (d) compliance with the Servicer’s
      obligations described in Sections 4.08 and 4.10.

     

    
      
        
        

      

      
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    “Servicing
      Compensation “: The
      amount of fees payable to the Servicer for the services provided in this
      Agreement.

     

    “Servicing
      Fee”: With respect to each Mortgage Loan, the amount 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 Assumed Principal
      Balance as of the first day of the related Due Period. 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 hereunder) of Monthly
      Payments collected by the Servicer, or as otherwise provided hereunder.


     

    “Servicing
      Fee Rate”: The Servicing Fee Rate shall be 0.375%.

     

    “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.

     

    “Servicing
      Rights”: With respect to each Mortgage Loan, any and all of the following: (a)
      all rights to service the Mortgage Loan; (b) all rights to receive servicing
      fees, additional servicing compensation (including without limitation any late
      fees, assumption fees, penalties or similar payments with respect to the
      Mortgage Loan, and income on escrow accounts or other receipts on or with
      respect to the Mortgage Loan, but excluding all prepayment penalties),
      reimbursements or indemnification for servicing the Mortgage Loan, and any
      payments received in respect of the foregoing and proceeds thereof; (c) the
      right to collect, hold and disburse escrow payments or other similar payments
      with respect to the Mortgage Loans and any amounts actually collected with
      respect thereto and to receive interest income on such amounts to the extent
      permitted by applicable law; (d) all accounts and other rights to payment
      related to any of the property described in this paragraph; (e) possession
      and
      use of any and all Mortgage Loan Servicing Files pertaining to the Mortgage
      Loans or pertaining to the past, present or prospective servicing of the
      Mortgage Loans; (f) all rights and benefits relating to the direct solicitation
      of the related Mortgagors for products and services or modification of the
      Mortgage Loans and attendant right, title and interest in and to the list of
      such Mortgagors and data relating to their respective Mortgage Loans; (g) all
      rights, powers and privileges incident to any of the foregoing; and (h) all
      agreements or documents creating, defining or evidencing any of the foregoing
      rights to the extent they relate to such rights.

     

    “Transfer
      Instructions”: The instructions set forth on Exhibit
      D,
      detailing the procedures pursuant to which Servicer and Owner shall effect
      the
      assumption of the servicing obligations by Servicer, as the same may be amended
      or supplemented from time to time with respect to Mortgage Loans delivered
      on or
      after the initial Effective Date to be serviced by Servicer under this
      Agreement. 

     

    “WILMA
      File”: A schedule annexed to each New Loan Data File as specified in the
      Transfer Instructions.

     

    
      
        
        

      

      
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    “Whole
      Loan Transfer”: Any
      sale
      or transfer of some or all of the Mortgage Loans by the Owner to a third party,
      which transfer is not a Pass Through Transfer.

     

    ARTICLE
      II

    POSSESSION
      OF MORTGAGE LOAN SERVICING FILES

     

    Section
      2.01 Servicing
      of Mortgage Loans.

     

    From
      and
      after each related Effective Date, the Servicer does hereby agree to service
      the
      Mortgage Loans on behalf of the Owner pursuant to the terms of this Agreement.
      The rights of the Owner to receive payments with respect to the Mortgage Loans
      shall be as set forth in this Agreement. Servicer
      shall be deemed to be the owner of the Servicing Rights.

     

    Section
      2.02 Conveyance
      of Mortgage Loan Servicing Files; Possession of Mortgage Loan
Servicing
      Files.

     

    The
      Owner
      shall deliver the Mortgage Loan Servicing Files to the Servicer in accordance
      with the Transfer Instructions. The contents of each Mortgage Loan Servicing
      File are and shall be held in trust by the Servicer for the benefit of the
      Owner
      as the owner thereof and the Servicer’s possession of each Mortgage Loan
      Servicing File so retained 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 Mortgage Loan Servicing File
      may
      be retained in microfilm, microfiche, optical storage or magnetic media in
      lieu
      of hard copy. The Servicer shall maintain records confirming the Owner’s
      ownership interest in the Mortgage Loan Servicing File. The Servicer shall
      release from its custody the contents of any Mortgage Loan 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. Owner
      may request the release of the contents of any Mortgage Loan Servicing File
      at
      any time; Servicer shall deliver the requested contents within five (5) business
      days of its receipt of Owner’s written request, and Owner shall reimburse
      Servicer for Servicer’s reasonable out of pocket expenses in connection with
      such delivery.

     

    Section
      2.03 Books
      and Records.

     

    Record
      title to each Mortgage and the related Mortgage Note shall continue in the
      name
      of the Owner, provided, however, that, subject to Customary Servicing
      Procedures, Servicer shall have no responsibility or liability under this
      Agreement for acts, errors or omissions resulting from Servicer’s lack of record
      title in each Mortgage and the related Mortgage Notes. All rights arising out
      of
      the Mortgage Loans including, but not limited to, all funds received on or
      in
      connection with a Mortgage Loan shall be held by the Servicer in trust for
      the
      benefit of the Owner as the owner of the Mortgage Loans, subject to subsequent
      deduction of amounts to which the Servicer is entitled pursuant to the terms
      of
      this Agreement.

     

    Section
      2.04 Custodial
      Agreement: Delivery of Documents. 

     

    The
      Owner
      shall deliver to the Custodian those Mortgage Loan Documents as required by
      Exhibit
      C
      to this
      Agreement with respect to each Mortgage Loan. The Custodian will certify its
      receipt of all such Mortgage Loan Documents required to be delivered pursuant
      to
      the Custodial Agreement, as evidenced by the Initial Certification of the
      Custodian in the form annexed to the Custodial Agreement. The Owner will be
      responsible for the fees and expenses of the Custodian.

     

    
      
        
        

      

      
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    The
      Servicer shall forward to the Custodian original documents evidencing an
      assumption, modification, consolidation or extension of any Mortgage Loan
      entered into in accordance with Section 4.01 within one (1) week of their
      execution, provided, however, that the Servicer shall provide the Custodian
      with
      a certified true copy of any such document submitted for recordation within
      ten
      (10) days of its execution, and shall provide the original of any document
      submitted for recordation or a copy of such document certified by the
      appropriate public recording office to be a true and complete copy of the
      original within sixty days of its submission for recordation.

     

    Section
      2.05 Tax
      Service/Flood Service.

     

    The
      Servicer shall obtain, at Owner’s cost and expense, a valid fully paid, freely
      transferable, life of loan, tax service contract and flood service contract
      for
      each Mortgage Loan with a vendor selected by the Servicer as specified in the
      Transfer Instructions. If Owner delivers, or causes to be delivered, existing
      tax service contracts or flood service contracts for any Mortgage Loan, the
      Servicer may convert such contracts, at Owner’s cost and expense, to one issued
      by the vendor selected by Servicer. 

     

    ARTICLE
      III

    REPRESENTATIONS
      AND WARRANTIES

     

    Section
      3.01 General
      Representations and Warranties of the Servicer and
      Owner.

     

    Each
      of
      the Servicer and Owner hereby represents and warrants to the other that, as
      of
      the initial and each Effective Date:

     

    (a) Due
      Organization and Authority.
      With
      respect to Servicer, it is a corporation duly organized, validly existing and
      in
      good standing under the laws of the state of incorporation 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 it, and in any event it 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. With respect to Owner,
      it
      is a corporation, organized, existing and in good standing under the laws of
      the
      State of Delaware. With respect to each, it has the full corporate power and
      authority to execute and deliver this Agreement and to perform in accordance
      herewith; the execution, delivery and performance of this Agreement by it and
      the consummation of the transactions contemplated hereby have been duly and
      validly authorized; With respect to each, this Agreement evidences the valid,
      binding and enforceable obligation of it; and all requisite corporate action
      has
      been taken by it to make this Agreement valid and binding upon it in accordance
      with its terms;

     

    (b) 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 its terms,
      articles of incorporation or by-laws or any legal restriction or any agreement
      or instrument to which it 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 it or its property is subject;

     

    
      
        
        

      

      
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    (c) Ability
      to Service.
      With
      respect to the Servicer only, 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 in good standing to service mortgage loans for Fannie Mae or Freddie Mac
      and
      no event has occurred with respect to the Servicer which would make the Servicer
      unable to comply with eligibility requirements or which would require
      notification to either Fannie Mae or Freddie Mac;

     

    (d) No
      Litigation Pending.
      There
      is no action, suit, proceeding or investigation pending or threatened against
      it
      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 it, or in any material impairment of the right or
      ability of it to carry on its business substantially as now conducted, or in
      any
      material liability on the part of it, or which would draw into question the
      validity of this Agreement or the Mortgage Loans or of any action taken or
      to be
      contemplated herein, or which would be likely to impair materially the ability
      of it to perform under the terms of this Agreement; and

     

    (e) No
      Consent Required.
      No
      consent, approval, authorization or order of any court or governmental agency
      or
      body is required for the execution, delivery and performance by it of or
      compliance by it with this Agreement, or if required, such approval has been
      obtained prior to the applicable Effective Date.

     

    Section
      3.02 Representations,
      Warranties and Covenants of Owner.

     

    The
      Owner
      hereby represents and warrants as of the applicable Effective Date with respect
      to each Mortgage loan, and covenants to the Servicer that:

     

    (a) Mortgage
      Loans as Described.
      The
      information set forth in WILMA File attached to each New Loan Data File is
      true
      and correct in all material respects.

     

    (b) Delivery
      of Books and Records.
      Owner
      will, on or before the applicable Effective Date, deliver, or cause to be
      delivered, to the Servicer or any custodian, as applicable, all of the books,
      records, data, files and Mortgage Loan Servicing Files, including records on
      microfiche or its equivalent, reasonably required by the Servicer to document
      and service each Mortgage Loan; such books, records, data, files and documents
      shall contain all of the items (including but not limited to hazard insurance
      policies, flood insurance policies and private mortgage insurance policies)
      which are required by applicable law and Customary Servicing Procedures to
      service the Mortgage Loans, are true, accurate and complete in all material
      respects. 

     

    (c) Flood
      Insurance.
      If any
      of the Mortgage Loans are secured by Mortgaged Properties located in Federal
      Emergency Management Agency designated flood areas, then (to the extent required
      by Applicable Requirements) flood insurance policies are or will be in full
      force and effect in the amounts required by Owner under Applicable
      Requirements.

     

    
      
        
        

      

      
        12

        
          

        

      

      
        
        

      

    

     

    (d) Hazard
      Insurance.
      All
      Mortgaged Properties are insured against fire and have extended coverage
      insurance in the amounts required by [Fannie Mae]; all insurance premiums on
      such insurance policies have been or will have been paid in a timely manner;
      and
      there have been no fire losses on the Mortgaged Properties where Owner’s
      estimate of loss is materially greater than the net recovery from the fire
      insurance carrier. To Owner’s knowledge, there have been no fire losses on the
      Mortgaged Properties as to which there is a pending coinsurance claim.


     

    (e)  High
      Cost Loans.
      No
      Mortgage Loan is a High Cost Loan or subject to HOEPA.

     

    (f)  Tax
      Contracts.
      All
      Mortgage Loans have a fully paid, freely transferable tax service contract.
      If a
      tax service contract is not provided, Owner shall reimburse Servicer for its
      cost to obtain such a contract. Owner shall reimburse Servicer for any expenses
      incurred for transferring existing tax contracts.

     

    Section
      3.03 Survival.

     

    The
      representations and warranties of the Owner and the Servicer in this Article
      III
      shall survive the applicable Effective Date. 

     

    ARTICLE
      IV

    ADMINISTRATION
      AND SERVICING OF MORTGAGE LOANS

     

    Section
      4.01 Standards
      of Servicer.

     

    The
      Servicer, as independent contract servicer, shall service and administer the
      Mortgage Loans for the benefit of the Owner in accordance with the terms of
      this
      Agreement, Applicable Requirements and in conformity with Customary Servicing
      Procedures. In performing its obligations hereunder, the Servicer shall exercise
      no less than the same care that it customarily employs and exercises in
      servicing and administering mortgage loans for its own account, but shall
      perform such obligations without regard to the Servicer’s obligation to make
      Servicing Advances, or to the Servicer’s right to receive compensation for its
      services hereunder.

     

    From
      and
      after the initial Effective Date, the Servicer shall assume responsibility
      under
      this Agreement to service and administer additional Mortgage Loans upon the
      delivery, in accordance with the Transfer Instructions, of the related New
      Loan
      Data File and all related Mortgage Loan documentation by the Owner, provided
      that any new Mortgage Loans that the Owner desires to make subject to this
      Agreement meet the Eligibility Criteria then in effect. The Owner shall provide
      the New Loan Data File for each Mortgage Loan to the Servicer promptly upon
      purchase or origination of the Mortgage Loan by the Owner, as specified in
      the
      Transfer Instructions. The Owner shall notify the Servicer of any changes in
      the
      information contained in the New Loan Data File as specified in the Transfer
      Instructions. The Owner agrees to provide the Servicer, within two (2) Business
      Days after the Servicer’s request, copies of the Mortgage Note, the Mortgage or
      any other documents the Owner has with respect to a Mortgage Loan that the
      Servicer deems reasonably necessary in connection with its performance of the
      servicing of said Mortgage Loan. The Servicer shall cooperate with the Owner
      in
      connection with any transfer of the Servicing Rights with respect to the
      Mortgage Loans. 

     

    
      
        
        

      

      
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    Subject
      to the above-described servicing standards, the specific requirements and
      prohibitions of this Agreement and the respective Mortgage Loans, and the
      provisions of any Primary Insurance Policy and applicable law, the Servicer
      shall have full power and authority, acting alone, to do any and all things
      in
      connection with such servicing and administration which the Servicer may deem
      necessary or desirable. Without limiting the generality of the foregoing, the
      Servicer shall, and is hereby authorized and empowered to (i) execute and
      deliver on behalf of itself and the Owner, any and all instruments of
      satisfaction or cancellation, or of partial or full release, discharge and
      all
      other comparable instruments, with respect to the Mortgage Loan and with respect
      to the Mortgaged Property and (ii) 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 the related Mortgagor if in the
      Servicer’s reasonable and prudent determination such waiver, modification,
      postponement or indulgence is in the interests of the Owner and is not
      prohibited by a Primary Insurance Policy; provided, however, that the Servicer
      may not, unless it has obtained the consent of the Owner, permit any
      modification with respect to any Mortgage Loan that would vary the Mortgage
      Interest Rate, defer or forgive the payment of interest or of any principal,
      reduce the outstanding principal amount (other than as a result of its actual
      receipt of payment of principal on), extend the final maturity date of such
      Mortgage Loan, or accept substitute or additional collateral or release any
      collateral for a Mortgage Loan. Notwithstanding
      anything to the contrary in the this Agreement, in the event of a Pass-Through
      Transfer for which Servicer continues to service any Mortgage Loan, the Servicer
      shall not make or permit any modification, waiver or amendment of any term
      of a
      Mortgage Loan that could cause any REMIC holding such Mortgage Loan to fail
      to
      qualify as a REMIC or result in the imposition of any tax under Section 860F(a)
      or 860G(d) of the Code on any REMIC holding such Mortgage Loan. The
      Owner
      shall furnish the Servicer with a corporate resolution executed by the Board
      of
      Directors of Owner and appointing certain employees of Servicer to be officers
      of Owner for the limited purpose of executing certain documents in connection
      with Servicer’s performance of its obligations under this Agreement, in the form
      of Exhibit
      E
      hereto,
      no later than the initial Effective Date and if reasonably required by the
      Servicer, such other documents necessary or appropriate to enable the Servicer
      to carry out its servicing and administrative duties under this
      Agreement.

     

    The
      Servicer shall perform all of its servicing responsibilities hereunder and
      may
      cause a subservicer to perform any of its responsibilities on its behalf, but
      the use by the Servicer of a subservicer shall not release the Servicer from
      any
      of its obligations hereunder and the Servicer shall remain responsible hereunder
      for all acts and omissions of each subservicer as fully as if such acts and
      omissions were those of the Servicer. The Servicer shall pay all fees and
      expenses of each subservicer from its own funds.

     

    At
      the
      cost and expense of the Servicer, without any right of reimbursement from the
      Custodial Account, the Servicer shall be entitled to terminate the rights and
      responsibilities of a subservicer and arrange for any servicing responsibilities
      to be performed by a successor subservicer, provided, however, that nothing
      contained herein shall be deemed to prevent or prohibit the Servicer, at the
      Servicer’s option, from electing to service the related Mortgage Loans itself.
      In the event that the Servicer’s responsibilities and duties as servicer under
      this Agreement are terminated pursuant to Section 8.03, 9.01 or 10.01, and
      if
      requested to do so by the Owner, the Servicer shall at its own cost and expense
      terminate the rights and responsibilities of each subservicer effective as
      of
      the date of termination of the Servicer. The Servicer shall pay all fees,
      expenses or penalties necessary in order to terminate the rights and
      responsibilities of each subservicer from the Servicer’s own funds without
      reimbursement from the Owner.

     

    
      
        
        

      

      
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    Notwithstanding
      any of the provisions of this Agreement relating to agreements or arrangements
      between the Servicer and a subservicer or any reference herein to actions taken
      through a subservicer or otherwise, the Servicer shall not be relieved of its
      obligations to the Owner and shall be obligated to the same extent and under
      the
      same terms and conditions as if it alone were servicing and administering the
      Mortgage Loans. The Servicer shall be entitled to enter into an agreement with
      a
      subservicer for indemnification of the Servicer by the subservicer and nothing
      contained in this Agreement shall be deemed to limit or modify such
      indemnification.

     

    Any
      subservicing agreement, and any other transactions or services relating to
      the
      Mortgage Loans involving a subservicer shall be deemed to be between such
      subservicer and Servicer alone, and the Owner shall have no obligations, duties
      or liabilities with respect to such subservicer including no obligation, duty
      or
      liability of Owner to pay such subservicer’s fees and expenses. For purposes of
      distributions and advances by the Servicer pursuant to this Agreement, the
      Servicer shall be deemed to have received a payment on a Mortgage Loan when
      a
      subservicer has received such payment.

     

    Section
      4.02 Liquidation
      of Mortgage Loans; Servicing Advances and Foreclosure.

     

    If
      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 if 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 it shall deem to be in the best interests of the Owner. If any
      payment due under any Mortgage Loan and not postponed pursuant to Section 4.01
      remains delinquent for a period of 90 days or more, the Servicer shall (a)
      act
      in the best interests of the Owner, and such action may include the commencement
      of foreclosure proceedings or the sale of such Mortgage Loan, (b) if the
      Servicer commences foreclosure proceedings, notify the Owner thereof on the
      monthly remittance report delivered pursuant to Section 5.02 on the first
      Remittance Date following such commencement and (c) respond to reasonable
      inquiries of the Owner with respect to the Mortgage Loan or related REO
      Property. Notwithstanding the foregoing, the Servicer may not sell a delinquent
      Mortgage Loan unless it has obtained the consent of the Owner. The Owner may
      instruct the Servicer to commence foreclosure proceedings on any Mortgage Loan
      for which any payment remains delinquent for a period of 120 days or more.
      If
      the Servicer has commenced foreclosure proceedings, it shall notify the Owner
      as
      above provided and thereafter periodically advise the Owner of the status of
      the
      foreclosure proceedings and follow the Owner’s instructions in connection
      therewith.

     

    Whether
      in connection with the foreclosure of a Mortgage Loan or otherwise and prior
      to
      such time as title to such Mortgaged Property is liquidated, the Servicer shall
      from its own funds make all necessary and proper Servicing Advances; provided,
      however, that the Servicer is not required to make a Servicing Advance unless
      the Servicer determines in the exercise of its good faith reasonable judgment
      that such Servicing Advance would ultimately be recoverable from REO
      Dispositions, Insurance Proceeds or Condemnation Proceeds (with respect to
      each
      of which the Servicer shall have the priority described in Section 4.05 for
      purposes of withdrawals from the Custodial Account). In the event that any
      Servicing Advance or any commitment to pay a Servicing Advance in connection
      with any Mortgage Loan exceeds $5,000, the Servicer shall secure the written
      approval of the Owner.

     

    
      
        
        

      

      
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    Notwithstanding
      anything to the contrary contained herein, in connection with a foreclosure
      or
      acceptance of a deed in lieu of foreclosure, the
      Servicer shall have no obligation to commence foreclosure proceedings or obtain
      title to Mortgage Property securing a Mortgage Loan as a result of or in lieu
      of
      foreclosure or otherwise if (i) such Mortgage Loan is subject to the HOEPA
      or
      any regulations related thereto, (ii) such Mortgage Loan qualifies as a High
      Cost Loan under a state anti-predatory lending law or regulation, or (iii)
      a
      Mortgaged Property is contaminated by hazardous or toxic substances or wastes.
      If the Owner requests an environmental inspection or review of such Mortgaged
      Property, such an inspection or review is to be conducted by a qualified
      inspector at the Owner’s expense. Upon completion of the inspection, the
      Servicer shall promptly provide the Owner with a written report of the
      environmental inspection. In the event (a) the environmental inspection report
      indicates that the Mortgaged Property is contaminated by hazardous or toxic
      substances or wastes and (b) the Owner directs the Servicer to proceed with
      foreclosure or acceptance of a deed in lieu of foreclosure, the Servicer shall
      be reimbursed for all reasonable costs associated with such foreclosure or
      acceptance of a deed in lieu of foreclosure and any related environmental clean
      up costs, as applicable, from the related Liquidation Proceeds, or if the
      Liquidation Proceeds are insufficient to fully reimburse the Servicer, the
      Servicer shall be entitled to be reimbursed from amounts in the Custodial
      Account pursuant to Section 4.05 hereof. In the event the Owner directs the
      Servicer not to proceed with foreclosure or acceptance of a deed in lieu of
      foreclosure, the Servicer shall be reimbursed for all Servicing Advances made
      with respect to the related Mortgaged Property from the Custodial Account
      pursuant to Section 4.05 hereof.

     

    Section
      4.03 Collection
      of Mortgage Loan Payments.

     

    Continuously
      from the date hereof until the principal and interest on all Mortgage Loans
      are
      paid in full, the Servicer will use reasonable efforts, in accordance with
      this
      Agreement, to collect all payments due under each of the Mortgage Loans when
      the
      same shall become due and payable, and will take reasonable care in ascertaining
      and estimating annual taxes, assessments, fire and hazard insurance premiums,
      mortgage insurance premiums, and all other charges that, as provided in any
      Mortgage, will become due and payable in order 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 Custodial Account; Deposits in Custodial Account.

     

    The
      Servicer shall segregate and hold all funds collected and received pursuant
      to
      each Mortgage Loan and REO Property separate and apart from any of its own
      funds
      and general assets and shall establish and maintain one or more Custodial
      Accounts (collectively, the “Custodial Account”), in the form of time deposit or
      demand accounts. The Custodial Account shall be established with an Eligible
      Depository Institution. The creation of any Custodial Account shall be evidenced
      by a letter agreement in the form of Exhibit
      F
      hereto.
      A copy of such certification or letter agreement shall be furnished to the
      Owner
      upon request.

     

    
      
        
        

      

      
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    The
      Servicer shall deposit in a mortgage clearing account on a daily basis and
      in
      the Custodial Account no later than the second Business Day thereafter and
      retain therein:

     

    (i) all
      scheduled payments due and collected under the Mortgage Note after the Effective
      Date on account of principal, including Principal Prepayments collected after
      the Effective Date (and with respect to each full or partial Principal
      Prepayment, any Prepayment Interest Shortfall to the extent of the Servicer’s
      aggregate Servicing Fee received with respect to the related Prepayment Period),
      on the Mortgage Loans; 

     

    (ii) all
      payments collected on account of interest on the Mortgage Loans;

     

    (iii) all
      Liquidation Proceeds; 

     

    (iv) all
      Insurance Proceeds, including amounts required to be deposited pursuant to
      Section 4.10 and Section 4.11, 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 Customary Servicing Procedures,
      the
      Mortgage Loan documents or applicable law; 

     

    (v) all
      Condemnation Proceeds with respect to any Mortgaged Property which are not
      released to the Mortgagor in accordance with Customary Servicing Procedures,
      the
      Mortgage Loan documents or applicable law; 

     

    (vi) any
      P&I Advances; and 

     

    (vii) any
      amount required to be deposited in the Custodial Account pursuant to Sections
      4.01, 4.11, 4.14, 4.17, 5.01 and 6.02. 

     

    The
      foregoing requirements for deposit in the Custodial Account shall be exclusive.
      Any interest paid and investment income on funds deposited in the Custodial
      Account by the Eligible Depository Institution shall accrue to the benefit
      of
      the Servicer and shall be considered Ancillary Income (excluding prepayment
      penalties) payable in accordance with the terms of this Agreement. Payments
      in
      the nature of late payment charges, fees for special services provided to a
      Mortgagor, assumption fees and all other Ancillary Income may be retained by
      the
      Servicer and do not need to be deposited in the Custodial Account..

     

    The
      Servicer may invest the funds in the Custodial Account in Eligible Investments
      designated in the name of the Servicer for the benefit of the Owner, which
      shall
      mature not later than the Business Day next preceding the Remittance Date next
      following the date of such investment (except that (i) any investment in the
      institution with which the Custodial Account is maintained may mature on such
      Remittance Date and (ii) any other investment may mature on such Remittance
      Date
      if the Servicer shall advance funds on such Remittance Date, pending receipt
      thereof to the extent necessary to make distributions to the Owner) and shall
      not be sold or disposed of prior to maturity. Notwithstanding anything to the
      contrary herein and above, all income and gain realized from any such investment
      shall be for the benefit of the Servicer and shall be considered Ancillary
      Income payable in accordance with the terms of this Agreement. The amount of
      any
      losses incurred in respect of any such investments shall be deposited in the
      Custodial Account by the Servicer out of its own funds immediately as
      realized.

     

    
      
        
        

      

      
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    Section
      4.05 Withdrawals
      From the Custodial Account.

     

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

     

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

     

    (ii) to
      reimburse itself for P&I Advances, the Servicer’s right to reimburse itself
      pursuant to this subclause (ii) being limited to amounts received on the related
      Mortgage Loan that represent payments of principal and/or interest respecting
      which any such P&I Advance was made;

     

    (iii) to
      reimburse itself first
      for
      unreimbursed Servicing Advances and second
      for
      unreimbursed P&I Advances, the Servicer’s right to reimburse itself pursuant
      to this subclause (iii) with respect to any Mortgage Loan being limited to
      related Liquidation Proceeds, Condemnation Proceeds, Insurance Proceeds, REO
      Disposition 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 the Owner;

     

    (iv) to
      reimburse itself for unreimbursed Servicing Advances and advances of Servicer
      funds made pursuant to Section 5.03 of this Agreement to the extent that such
      amounts are nonrecoverable by the Servicer pursuant to subclause (iii)
      above 

     

    (v) to
      reimburse itself for all expenses necessary for the proper operation, management
      and maintenance of each 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 a subservicer, 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;

     

    (vi) to
      pay
      itself with respect to each Mortgage Loan the Servicing Compensation pursuant
      to
      Section 6.03;

     

    (vii) to
      transfer funds to another Eligible Depository Institution in accordance with
      Section 4.09 hereof;

     

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

     

    
      
        
        

      

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

     

    On
      each
      Remittance Date, the Servicer shall withdraw all funds from the Custodial
      Account. The Servicer may use such withdrawn funds only for the purposes
      described in this Section 4.05.

     

    Section
      4.06 Establishment
      of Escrow Account; Deposits in Escrow Account.

     

    The
      Servicer shall segregate and hold all funds collected and received pursuant
      to
      each Mortgage Loan which constitute Escrow Payments separate and apart from
      any
      of its own funds and general assets and shall establish and maintain one or
      more
      Escrow Accounts (collectively, the “Escrow Account”), in the form of time
      deposit or demand accounts. The Escrow Account shall be established with an
      Eligible Depository Institution. The creation of any Escrow Account shall be
      evidenced by a letter agreement in the form of Exhibit
      G
      hereto.
      Upon request, the Servicer shall provide the Owner with a copy of a letter
      agreement evidencing the establishment of each Escrow Account. 

     

    The
      Servicer shall deposit in a mortgage clearing account on a daily basis and
      no
      later than the second Business Day thereafter in the Escrow Account and retain
      therein: (i) all Escrow Payments held or collected on account of the Mortgage
      Loans, for the purpose of effecting timely payment of any such items as required
      under the terms of this Agreement, (ii) all Insurance Proceeds that are to
      be
      applied to the restoration or repair of any Mortgaged Property and (iii) all
      revenues received with respect to the management, conservation, protection
      and
      operation of the REO Properties pursuant to Section 4.14. The Servicer shall
      make withdrawals therefrom only to effect such payments as are required under
      this Agreement, and for such other purposes as shall be set forth in or in
      accordance with Section 4.07. Any interest paid on funds deposited in an Escrow
      Account by the Eligible Depository Institution other than interest on escrowed
      funds required by law to be paid to the Mortgagor shall accrue to the benefit
      of
      the Servicer and shall be considered Ancillary Income payable in accordance
      with
      the terms of this Agreement. To the extent required by law, the Servicer shall
      pay interest on escrowed funds to the Mortgagor notwithstanding that the Escrow
      Account is non-interest bearing or that interest paid thereon is insufficient
      for such purposes. 

     

    Section
      4.07 Withdrawals
      From Escrow Account. 

     

    Withdrawals
      from the Escrow Account may be made by the Servicer only (a) to effect timely
      payments of taxes, assessments, Primary Insurance Policy premiums, fire and
      hazard insurance premiums or other items constituting Escrow Payments for the
      related Mortgage, (b) to reimburse the Servicer for any Servicing Advance made
      by Servicer pursuant to Sections 4.08 and 4.10 hereof with respect to a related
      Mortgage Loan, but only from amounts received on the related Mortgage Loan
      which
      represent late payments or 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) upon default of a Mortgagor
      or
      in accordance with the terms of the related Mortgage Loan and if permitted
      by
      applicable law, for transfer to the Custodial Account of such amounts as are
      to
      be applied to the indebtedness of a Mortgage Loan in accordance with the terms
      thereof, (e) for application to restoration or repair of the Mortgaged Property,
      (f) to pay to the Owner in accordance with the terms of this Agreement , or
      to
      the Mortgagor to the extent required by law, any interest paid on the funds
      deposited in the Escrow Account, (g) to deposit into the Custodial Account
      the
      funds required to be deposited therein pursuant to Section 4.14, (h) to pay
      to
      itself amounts to which it is entitled pursuant to Section 4.14, (i) to remove
      funds inadvertently placed in an Escrow Account in error by the Servicer, (j)
      to
      transfer funds to another Eligible Depository Institution in accordance with
      Section 4.09 hereof or (k) to clear and terminate the Escrow Account upon 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 taxes, assessments, and other charges for which an
      escrow is maintained and the status of Primary Insurance 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 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 or applicable law. To the extent that a Mortgage does not provide
      for Escrow Payments, or the Servicer has waived the escrow of Escrow Payments
      or
      the Servicer is prohibited by applicable state law from requiring the escrow
      of
      Escrow Payments, the Servicer shall use commercially reasonable efforts to
      seek
      to determine that any such payments are made by the Mortgagor. The Servicer
      assumes full responsibility for the timely payment of all such bills and shall
      effect timely payments of all such bills irrespective of each Mortgagor’s
      faithful performance in the payment of same or the making of the Escrow Payments
      and shall make Servicing Advances from its own funds to effect such payments,
      subject to reimbursement pursuant to Section 4.07 hereof. 

     

    Section
      4.09 Transfer
      of Accounts. 

     

    The
      Servicer may from time to time transfer the Custodial Account and the Escrow
      Account to an Eligible Depository Institution, provided that the Servicer
      provides written notice of such transfer within 14 Business Days
      thereafter.

     

    Section
      4.10 Maintenance
      of Hazard Insurance.

     

    The
      Servicer shall cause to be maintained for each Mortgage Loan, fire and hazard
      insurance with extended coverage customary in the area where the Mortgaged
      Property is located, in an amount which is, subject to applicable law, at least
      equal to the lesser of (i) the maximum insurable value of the improvements
      securing the related Mortgage Loan and (ii) the greater of (a) the outstanding
      principal balance of the Mortgage Loan and (b) the minimum amount necessary
      to
      prevent the Mortgagor and/or the mortgagee from becoming a co-insurer. If the
      Mortgaged Property is in an area identified in the Federal Register by the
      Federal Emergency Management Agency as having special flood hazards, and that
      has federally-mandated flood insurance requirements (and such flood insurance
      has been made available) the Servicer will cause to be maintained a flood
      insurance policy meeting the requirements of the current guidelines of the
      Federal Insurance Administration with a generally acceptable insurance carrier,
      in an amount representing coverage not less than the least of (i) the
      outstanding principal balance of the Mortgage Loan, (ii) the full insurable
      value of the Mortgaged Property, or (iii) the maximum amount of insurance
      available under the National Flood Insurance Act of 1968 and the Flood Disaster
      Protection Act of 1973, each as amended. The Servicer shall also maintain on
      any
      REO Property, fire and hazard insurance with extended coverage in an 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 National Flood Insurance Act of 1968 and the Flood Disaster
      Protection Act of 1973, each as amended, flood insurance in an amount required
      above. 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, REO Property, or released to the
      Mortgagor in accordance with Customary Servicing Procedures or in accordance
      with the terms of the Mortgage Loan or applicable law) shall be deposited in
      the
      Custodial Account, subject to withdrawal pursuant to Section 4.05. It is
      understood and agreed that no earthquake or other additional insurance need
      be
      required by the Servicer of any Mortgagor or maintained on property acquired
      in
      respect of a Mortgage Loan, other than pursuant to such applicable laws and
      regulations as shall at any time be in force and as shall require such
      additional insurance. All policies required hereunder shall be endorsed with
      standard mortgagee clauses with loss payable to the Servicer, its successors
      and
      its assigns, or, upon request of the Owner, to the Owner, and shall provide
      for
      at least 30 days prior written notice to the Servicer of any cancellation
      thereof. The Servicer shall not accept or obtain any such insurance policy
      from
      an insurance company that does not at that time maintain a General Policy Rating
      of B-III or better in Best’s Key Rating Guide. Servicing Advances made under
      this Section 4.10 shall be eligible for reimbursement pursuant to Section 4.10
      hereof.

     

    
      
        
        

      

      
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    Section
      4.11 Maintenance
      of Blanket Insurance Policy.

     

    If
      the
      Servicer obtains and maintains a blanket insurance policy that is issued by
      an
      insurer generally acceptable to Fannie Mae and Freddie Mac and that insures
      against hazard losses on all of the Mortgage Loans, then, to the extent such
      policy provides coverage in an amount equal to the coverage required pursuant
      to
      Section 4.10 and otherwise complies with all other requirements of Section
      4.10,
      the Servicer shall be deemed to have satisfied its obligations as set forth
      in
      Section 4.10. Such policy may contain a clause providing for a reasonable
      deductible, in which case the Servicer shall, if there shall not have been
      maintained on the related Mortgaged Property a policy complying with Section
      4.10, and if there shall have been a loss that would have been covered by such
      policy, deposit in the Custodial Account the amount not otherwise payable under
      the blanket policy because of such deductible clause.

     

    Section
      4.12 Maintenance
      of Mortgage Impairment Insurance Policy.

     

    The
      Servicer may satisfy its obligations under Section 4.10 and 4.11 pertaining
      to
      physical storage of insurance policies and general policy rating requirements
      by
      maintaining a mortgage impairment or other form of blanket policy that will
      protect the Servicer and/or Owner in the event of uninsured loss, insolvency
      of
      an insurance carrier or any other loss normally to be covered by a mortgage
      impairment policy. It is agreed that any expense incurred by the Servicer in
      maintaining any such insurance shall be borne by the Servicer. This shall be
      deemed to include any loss or any expense as a result of a deductible clause
      in
      such a policy.

     

    
      
        
        

      

      
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    Section
      4.13 Fidelity
      Bond; Errors and Omissions Insurance.

     

    The
      Servicer at its own expense shall maintain with responsible companies throughout
      the term of this Agreement a blanket fidelity bond and an errors and omissions
      insurance policy, with broad coverage on all officers, employees and other
      individuals acting on behalf of the Servicer in connection with its activities
      under this Agreement. The amount of coverage shall be at least equal to the
      coverage that would be required of the Servicer by Fannie Mae or Freddie Mac,
      if
      the Servicer were servicing the Mortgage Loans for Fannie Mae or Freddie Mac,
      and such policy shall be issued by a company that is acceptable to Fannie Mae
      or
      Freddie Mac. The Fidelity Bond and errors and omissions insurance shall be
      in
      the form of the Mortgage Banker’s Blanket Bond and shall protect and insure the
      Servicer against losses caused by such individuals, including losses from
      forgery, theft, embezzlement, fraud, errors and omissions and negligent acts
      of
      such individuals. Such Fidelity Bond shall also protect and insure the Servicer
      against losses in connection with the failure to maintain any insurance policies
      required pursuant to this Agreement and the release or satisfaction of a
      Mortgage Loan without having obtained payment in full of the indebtedness
      secured thereby. No provision of this Section 4.13 requiring such fidelity
      bond
      and errors and omissions insurance shall diminish or relieve the Servicer from
      its duties and obligations as set forth in this Agreement.

     

    Section
      4.14 Title,
      Management and Disposition of REO Property. 

     

    Subject
      to Section 4.02, if title to a 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 Servicer or its nominee, in either case as nominee, for
      the
      benefit of the Owner on the date of acquisition of title (the “REO Owner”);
      provided, however, that the Servicer shall not be required to take title in
      its
      own name if it reasonably determines that such record ownership could harm
      the
      interests of the Owner or the Servicer. In the event the Servicer is not
      authorized or permitted or elects not to hold title to real property in the
      state in which 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, at
      expense of the REO Owner, from an 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 REO Owner shall acknowledge in writing that such title
      is
      being held as nominee for the REO Owner. 

     

    In
      the
      event of a Pass-Through Transfer for which Servicer continues to service any
      Mortgage Loan, the REO Property must be sold within three years following the
      end of the calendar year of the date of acquisition if a REMIC election has
      been
      made with respect to the arrangement under which the Mortgage Loans and REO
      Property are held, unless (i) the Purchaser shall have been supplied with an
      Opinion of Counsel (at the Owner’s expense) to the effect that the holding by
      the related trust of such Mortgaged Property subsequent to such three-year
      period (and specifying the period beyond such three-year period for which the
      Mortgaged Property may be held) will not result in the imposition of taxes
      on
“prohibited transactions” of the related trust as defined in Section 860F of the
      Code, or cause the related REMIC to fail to qualify as a REMIC, in which case
      the related trust may continue to hold such Mortgaged Property (subject to
      any
      conditions contained in such Opinion of Counsel), or (ii) the Purchaser (at
      the
      Owner’s expense) or the Servicer shall have applied for, prior to the expiration
      of such three-year period, an extension of such three-year period in the manner
      contemplated by Section 856(e)(3) of the Code, in which case the three-year
      period shall be extended by the applicable period. If a period longer than
      three
      years is permitted under the foregoing sentence and is necessary to sell any
      REO
      Property, the Servicer shall report monthly to the Purchaser as to progress
      being made in selling such REO Property.

     

    
      
        
        

      

      
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    Notwithstanding
      any other provision of this Agreement, if a REMIC election has been made, no
      Mortgaged Property held by a REMIC shall be rented (or allowed to continue
      to be
      rented) or otherwise used for the production of income by or on behalf of the
      related trust or sold in such a manner or pursuant to any terms that would
      (i)
      cause such Mortgaged Property to fail to qualify at any time as “foreclosure
      property” within a meaning of Section 860G(a)(8) of the Code, (ii) subject to
      the related trust to the imposition of any federal or state income taxes on
“net
      income from foreclosure property” with respect to such Mortgaged Property within
      the meaning of Section 860G(c) of the Code, or (iii) cause the sale of such
      Mortgaged Property to result in the receipt by the related trust or any income
      from non-permitted assets as described in Section 860F(a) (2)(B) of the Code,
      unless the Servicer has agreed to indemnify and hold harmless the related trust
      with respect to the imposition of any such taxes. 

     

    The
      Servicer, either itself or through an agent selected by the Servicer, shall
      manage, conserve, protect and operate each REO Property for the REO Owner solely
      for the purpose of its prompt disposition and sale, and in same manner that
      it
      would be required to manage, conserve, protect and operate foreclosed property
      for its own account (subject to the condition described in the second paragraph
      of Section 4.02); provided, however, that the Servicer’s obligations with
      respect to such REO Property shall in no way limit the right of the REO Owner
      to
      assume responsibility for the maintenance and sale of properties obtained
      through foreclosure proceedings or through other means in lieu of foreclosure
      proceedings. The Servicer shall attempt to sell the same (and may temporarily
      rent the same) on such terms and conditions as the Servicer deems to be in
      the
      reasonable interest of the REO Owner in accordance with Customary Servicing
      Procedures. If Owner has notified the Servicer in writing that an REO Property
      is held as part of a REMIC, the Servicer will make reasonable efforts to sell
      such REO Property within the time necessary to preserve such REMIC status as
      advised by Owner in the notice thereof.

     

    The
      Servicer shall cause to be deposited in the Escrow Account, on a daily basis
      upon receipt thereof, all revenues received with respect to the conservation
      and
      disposition of the related REO Property and shall withdraw therefrom funds
      necessary for the proper operation, management and maintenance of the related
      REO Property, including the cost of maintaining any hazard insurance pursuant
      to
      Section 4.10 hereof and the fees of any managing agent acting on behalf of
      the
      Servicer. Any disbursement in excess of $5,000 shall be made only with the
      written approval of the REO Owner. For purposes of the preceding sentence,
      any
      approval given by the Owner shall constitute approval by the REO Owner. On
      or
      before each Determination Date, the Servicer shall withdraw from the Escrow
      Account and deposit into the Custodial Account the net income from the REO
      Property on deposit in the Escrow Account less any reserves required to be
      maintained in the Escrow Account from time to time to satisfy reasonably
      anticipated expenses. The Servicer shall furnish to the Owner on each Remittance
      Date, an operating statement for each REO Property covering the operation of
      each REO Property for the previous month and the Servicer’s efforts in
      connection with the sale of that REO Property. Such statement shall be
      accompanied by such other information as the Owner shall reasonably request.
      

     

    
      
        
        

      

      
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    Each
      REO
      Disposition shall be carried out by the Servicer at such price, and upon such
      terms and conditions, as the Servicer deems to be in the reasonable interests
      of
      the REO Owner consistent with Customary Servicing Procedures; provided, however,
      that the Servicer, prior to any such disposition, shall notify the REO Owner
      in
      writing of such price, terms and conditions and shall proceed with such
      disposition only if the Servicer is not otherwise directed by the REO Owner
      in a
      writing delivered to the Servicer not later than the tenth Business Day
      following the Servicer’s delivery of such notice to the REO Owner. For purposes
      of the preceding sentence, any direction given by the Owner shall constitute
      a
      direction by the REO Owner. If upon the acquisition of title to the Mortgaged
      Property by foreclosure sale or deed in lieu of foreclosure or otherwise, there
      remain outstanding unreimbursed P&I Advances pursuant to Section 5.03 with
      respect to the Mortgage Loan or if, upon liquidation as provided in this Section
      4.14, there remain outstanding any unreimbursed Servicing Advances with respect
      to the Mortgaged Property or the Mortgage Loan, the Servicer shall be entitled
      to reimbursement from the proceeds received in connection with the disposition
      of the Mortgaged Property, and from the Owner if such proceeds are insufficient,
      for any related unreimbursed Servicing Advances or related unreimbursed P&I
      Advances pursuant to Section 5.03. On the Remittance Date immediately following
      the Principal Prepayment Period in which REO Disposition Proceeds are received,
      the net cash proceeds of such REO Disposition shall be distributed to the REO
      Owner. In the event that the Servicer is billed for expenses related to an
      REO
      Property subsequent to the date on which the net cash proceeds of such REO
      Disposition are distributed to the REO Owner, the Servicer shall pay such
      expenses and shall thereupon be entitled to reimburse itself therefore by
      withdrawing the amount of such expenses from the Custodial Account.

     

    Section
      4.15 Transfer
      Notices. 

     

    (a) Within
      fifteen (15) days before the applicable Effective Date with respect to the
      Mortgage Loans, the Owner shall cause any required notices (“Goodbye Letters”)
      to the Mortgagors of the transfer of the servicing function contemplated herein
      to be delivered to the Mortgagors. Such Goodbye Letters shall be prepared and
      delivered by or on behalf of the Owner in accordance with applicable law and
      the
      Transfer Instructions. Within fifteen (15) days before the applicable Effective
      Date with respect to the Mortgage Loans, the Servicer shall cause any required
      notices (“Hello Letters”) to the Mortgagors of the Servicer’s assumption of the
      servicing function contemplated herein to be delivered to the Mortgagors. Such
      Hello Letters shall be prepared and delivered by the Servicer in accordance
      with
      applicable law and the Transfer Instructions. The parties shall cooperate to
      accomplish such notification in a timely and efficient manner as will best
      facilitate the assumption by the Servicer of the servicing responsibilities.
      The
      form of the Goodbye Letters and Hello Letters to be sent to Mortgagors shall
      be
      approved by the Owner and the Servicer before mailing.

     

    (b) The
      Owner
      shall notify, or cause to be notified, all Insurers, by overnight or registered
      mail, that all insurance premium billings for the Mortgage Loans must be sent
      to
      the Servicer. Additionally, the Owner shall, prior to the applicable Effective
      Date, obtain the written consent of any Insurers that have the contractual
      right
      to approve the assumption of the servicing responsibilities by the
      Servicer.

     

    
      
        
        

      

      
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    (c) The
      Owner, with the reasonable assistance of the Servicer, shall notify the
      applicable taxing authorities (except as such is handled through the tax service
      company on any tax service contracts procured by the Servicer) of the assumption
      of the servicing responsibilities by the Servicer and include instructions
      to
      deliver all notices and tax bills to the Servicer or the applicable tax service
      provider, as the case may be, from and after the Effective Date.

     

    (d) The
      Owner
      shall notify all attorneys who, on the Effective Date, are providing legal
      services to or on behalf of the Owner in connection with pending foreclosure
      or
      litigation involving one or more of the Mortgage Loans, of the transfer of
      the
      servicing function with respect to the Mortgage Loans to the
      Servicer.

     

    (e) The
      costs
      and expenses related to the notices required to be provided under Subsections
      (b), (c) and (d) above shall be paid by the Owner. Each of Owner and Servicer
      shall be responsible for their respective costs incurred in connection with
      subsection (a) above.

     

    Section
      4.16 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 Customary Servicing Procedures. For claims greater than $15,000,
      at a minimum the Servicer shall comply with the following conditions in
      connection with any such release of Insurance Proceeds or Condemnation
      Proceeds:

     

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

     

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

     

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

     

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

     

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

     

    Section
      4.17 Maintenance
      of PMI Policy; Claims.

     

    With
      respect to each Mortgage Loan with an LTV in excess of 80%, the Servicer shall
      maintain or cause the Mortgagor to maintain in full force and effect a PMI
      Policy insuring the portion over 78% until terminated pursuant to the Homeowners
      Protection Act of 1998, 12 UCS §4901, et seq. In the event that such PMI Policy
      shall be terminated other than as required by law, the Servicer shall obtain
      from another Qualified Insurer a comparable replacement policy, with a total
      coverage equal to the remaining coverage of such terminated PMI Policy. If
      the
      insurer shall cease to be a Qualified Insurer, the Servicer shall determine
      whether recoveries under the PMI Policy are jeopardized for reasons related
      to
      the financial condition of such insurer, it being understood that the Servicer
      shall in no event have any responsibility or liability for any failure to
      recover under the PMI Policy for such reason. If the Servicer determines that
      recoveries are so jeopardized, it shall notify the Owner and the Mortgagor,
      if
      required, and obtain from another Qualified Insurer a replacement insurance
      policy. The Servicer shall not take any action which would result in noncoverage
      under any applicable PMI Policy of any loss which, but for the actions of the
      Servicer would have been covered thereunder. In connection with any assumption
      or substitution agreement entered into or to be entered into pursuant to Section
      6.01, the Servicer shall promptly notify the insurer under the related PMI
      Policy, if any, of such assumption or substitution of liability in accordance
      with the terms of such PMI Policy and shall take all actions which may be
      required by such insurer as a condition to the continuation of coverage under
      such PMI Policy. If such PMI Policy is terminated as a result of such assumption
      or substitution of liability, the Servicer shall obtain a replacement PMI Policy
      as provided above.

     

    
      
        
        

      

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

     

    Section
      4.18 Privacy. 

     

    In
      connection with servicing of Mortgage Loans hereunder, the Servicer shall
      comply, and cause its third party service providers to comply, with the Privacy
      Requirements, subject to the applicability of such Privacy Requirements to
      the
      Servicer as the result of the Servicer’s provision of the services under this
      Agreement. The foregoing obligation to comply with the Privacy Requirements
      may
      include the following: (A) the Servicer shall not disclose any Customer
      Information to any person or entity, other than to the extent necessary to
      carry
      out the Servicer’s express obligations under the Agreement, and for no other
      purpose. The Servicer shall ensure that each person or entity to whom or to
      which the Servicer intends to disclose Customer Information shall, prior to
      any
      such disclosure of information, agree to: (i) keep confidential any such
      Customer Information, (ii) use or disclose such Customer Information only to
      the
      extent necessary to carry out the Servicer’s express obligations under this
      Agreement: (B) the Servicer shall not use Customer Information for any purpose,
      including but not limited to the marketing of products or services to, or the
      solicitation of business from the Mortgagors. The Servicer may use the Customer
      Information to the extent necessary to carry out the Servicer’s express
      obligations under the Agreement and as required by state or federal law or
      regulation. The Servicer may also use the Customer Information as expressly
      permitted by the Owner in writing, to the extent that such express permission
      is
      in accordance with the Privacy Requirements; (C) the Servicer shall assess,
      manage, and control (and cause its service providers to assess, manage and
      control) risks relating to the security and confidentiality of Customer
      Information, shall implement the standards relating to such risks in the manner
      set forth in the FFIEC Interagency Guidelines Establishing Standards for
      Safeguarding Customer Information set forth in 12 CFR Parts 30, 208, et al,
      and
      shall maintain at all times an Information Security Program; (D) without
      limiting the scope of the above, the Servicer shall use at least the same
      physical and other security measures to protect all Customer Information in
      the
      Servicer’s possession or control, as the Servicer uses for its own confidential
      and proprietary information; and (E) the Servicer shall deliver a privacy notice
      during the term of this Agreement if required of the Servicer by law or
      regulation in compliance with Privacy Requirements.

     

    
      
        
        

      

      
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    Section
      4.19 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 “contribution” 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 actions) to the effect that the contemplated
      action will not endanger such REMIC status or result in the imposition of any
      such tax.”

     

    ARTICLE
      V

    PAYMENTS
      TO THE OWNER

     

    Section
      5.01 Distributions.

     

    (a)  On
      each
      Remittance Date, the Servicer shall remit to the Owner of record on the
      preceding Record Date (i) all amounts credited to the Custodial Account as
      of
      the close of business on the preceding Determination Date (net of the other
      charges against or withdrawals from the Custodial Account pursuant to Section
      4.05(ii)-(x)), plus (ii) the aggregate amount of P&I Advances, if any, minus
      (iii) any amounts attributable to Principal Prepayments received after the
      expiration of related Principal Prepayment Period (except to the extent that,
      pursuant to Section 5.03, any funds described in this clause are remitted to
      Owner in lieu of advances by the Servicer of its own funds), and minus (iv)
      any
      amounts that represent early receipts of Monthly Payments due on a Due Date
      or
      Due Dates subsequent to the Due Date occurring in the month of such Remittance
      Date (except to the extent that, pursuant to Section 5.03, any funds described
      in this clause are remitted to Owner in lieu of advances by the Servicer of
      its
      own funds). 

     

    (b)  Each
      remittance pursuant to this Section 5.01 shall be made by wire transfer of
      immediately available funds to, or by other means of transmission or transfer
      that causes funds to be immediately available in, the account which shall have
      been designated by the Owner, for distributions pursuant to Section
      5.01(a).

     

    The
      Servicer shall ten days prior to the Remittance Date on which the final
      distribution of funds to Owner is to be made hereunder, notify Owner of the
      pendency of such distribution and such distribution shall be made to
      Owner.

     

    
      
        
        

      

      
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    Section
      5.02 Statements
      to the Owner.

     

    Not
      later
      than the Business Day immediately following each Remittance Date, the Servicer
      shall deliver to the Owner: (a)(i) a monthly remittance statement with respect
      to distributions to the Owner under Section 5.01, and (ii) in the event of
      a
      Pass-Through Transfer for which Servicer continues to service any Mortgage
      Loan,
      a monthly remittance statement with respect to distributions to such Investor,
      each in a form set forth on Exhibit
      H
      hereto;
      and (b)(i) a monthly default report with respect to Mortgage Loans owned by
      the
      Owner and (b)(ii) in the event of a Pass-Through Transfer for which Servicer
      continues to service any Mortgage Loan, a monthly default report with respect
      to
      Mortgage Loans owned by such Investor. 

     

    In
      addition, not more than 60 days after the end of each calendar year, upon
      receipt of written request by the Owner, the Servicer will furnish to each
      Person who was an Owner at any time during such calendar year, a listing of
      the
      principal balances of the Mortgage Loans outstanding at the end of such calendar
      year.

     

    The
      Servicer shall prepare and file any and all tax returns, information statements
      or other filings required to be delivered to any governmental taxing authority
      (other than those required to be filed by the Owner) or to the Owner pursuant
      to
      any applicable law with respect to the Mortgage Loans and the transactions
      contemplated hereby.

     

    Section
      5.03 P&I
      Advances by the Servicer.

     

    Not
      later
      than the close of business on the Business Day preceding each Remittance Date,
      the Servicer shall from its own funds deposit in the Custodial Account an amount
      equal to all Monthly Payments (adjusted to the Mortgage Loan Remittance Rate)
      that were due on the related Due Date and that were delinquent at the close
      of
      business on the related Cutoff Date; provided, however, that to the extent
      there
      are funds on deposit in the Custodial Account that are not otherwise required
      to
      be distributed to the Owner on such Remittance Date, the Servicer may remit
      such
      funds in lieu of making advances of its own funds; and further provided that
      any
      such funds held for future distribution and so used shall be appropriately
      reflected in the Servicer’s records and replaced by the Servicer by deposit into
      the Custodial Account on or before each successive Remittance Date to the extent
      that funds on deposit in the Custodial Account for the related Remittance Date
      (determined without regard to P&I Advances required to be made on such
      Remittance Date) shall be less than the aggregate amount required to be
      distributed to the Owner pursuant to Section 5.01 on such related Remittance
      Date. For purposes of this Section 5.03, any Monthly Payment or portion thereof
      deferred pursuant to Section 4.01 shall be considered delinquent until paid.
      The
      Servicer’s obligation to make P&I Advances as to any Mortgage Loan shall
      continue through the later to occur of (a) the last Monthly Payment due prior
      to
      the payment in full of the Mortgage Loan or (b) the Remittance Date following
      acquisition or disposition of title to the related Mortgaged Property through
      foreclosure or by delivery of a deed in lieu of foreclosure.

     

    Notwithstanding
      the provisions of this Section 5.03, the Servicer shall not be required to
      make
      any advance of principal and interest if, in the good faith judgment of the
      Servicer, such advance of principal and interest will not ultimately be
      recoverable from the related Mortgagor, from Liquidation Proceeds or otherwise.
      In such event, the Servicer shall deliver to the Owner an Officer’s Certificate
      of the Company to the effect that an officer of the Owner has reviewed the
      related Mortgage File and has made the reasonable determination that any
      additional advances are Nonrecoverable. In the event that Servicer ceases making
      P&I advances to the Owner pursuant to this provision, Servicer shall (i)
      transfer the Mortgage Loan to an actual/actual remittance type for the remaining
      life of the loan and (ii) remit actual collections on such Mortgage Loan on
      each
      subsequent Remittance Date.

     

    
      
        
        

      

      
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    ARTICLE
      VI

    GENERAL
      SERVICING PROCEDURE

     

    Section
      6.01 Assumption
      Agreements.

     

    The
      Servicer shall use its best efforts to enforce any “due-on-sale” provision
      contained in each Mortgage or Mortgage Note to the extent permitted by law
      and
      provided that such enforcement would not impair any recovery under any related
      Primary Insurance Policy. Any assumption fee collected by the Servicer for
      entering into an assumption agreement shall be treated as Ancillary Income
      under
      this Agreement.

     

    Section
      6.02 Release
      of Mortgage Files; Wrongful Satisfaction of Mortgages.

     

    Upon
      the
      payment in full of any Mortgage Loan, the Servicer will prepare and process
      any
      required satisfaction or release of the Mortgage and notify the Owner as
      provided in Section 5.02.

     

    If
      the
      Servicer satisfies or releases the lien of a Mortgage without having obtained
      payment in full of the indebtedness secured by the Mortgage, the Servicer,
      upon
      written demand, shall remit to the Owner the then Assumed Principal Balance
      of
      the related Mortgage Loan by deposit thereof in the Custodial Account. The
      Servicer shall maintain the Fidelity Bond as provided for in Section 4.13
      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
      consideration for Servicer’s performance of servicing obligations pursuant to
      this Agreement and subject to the terms and conditions of this Agreement,
      Servicer shall, in accordance with the terms of this Agreement, withdraw from
      the Custodial Account, pursuant to Section 4.05, or otherwise retain the
      Servicing Compensation With
      respect to any calendar month and each Mortgage Loan, an amount equal to
      one-twelfth of the product of the Servicing Fee Rate (.375 %) and the Assumed
      Principal Balance as of the first day of the related Due Period. 

     

    The
      Servicer shall be entitled to reimbursement for additional services,
      including

     

    (a) express
      and other delivery charges, recordation fees and any other reasonable
      out-of-pocket expenses incurred by the Servicer with respect to a Mortgage
      Loan
      to the extent not ordinary to the servicing function (but not including
      salaries, rent and other general operating expenses of Servicer normally
      classified as overhead);

     

    
      
        
        

      

      
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    (b) for
      preparation and delivery of any special reports, magnetic tapes, disks, or
      transmission outside the normal monthly accounting reports; and

     

    (c) to
      the
      extent not ordinary to the servicing function, any action taken by the Servicer
      which the Servicer reasonably determines to be necessary or appropriate in
      order
      to protect the rights of the Owner (including property preservation) with
      respect to any Mortgage Loan, and including Loss Mitigation Activity per Fannie
      Mae’s then current compensation guidelines. 

     

    Section
      6.04 Annual
      Statement as to Compliance.

     

    The
      Servicer shall deliver to the Owner, on or before March 31 of each year,
      beginning March 31, 2004, an Officers’ Certificate stating that (i) a review of
      the activities of the Servicer during the preceding calendar year and of the
      Servicer’s performance under this Agreement has been made under such officer’s
      supervision, and (ii) to the best of such officer’s knowledge, based on such
      review, the Servicer has fulfilled all of its obligations under this Agreement
      throughout such year, or, if there has been a default in the fulfillment of
      any
      such obligation, specifying each such default known to such Servicing Officer
      and the nature and status thereof and the action being taken by the Servicer
      to
      cure such default.

     

    Section
      6.05 Annual
      Independent Public Accountants’ Servicing Report.

     

    On
      or
      before March 31 of each year, beginning March 31, 2004, the Servicer, at its
      expense, shall cause a firm of independent public accountants that is a member
      of the American Institute of Certified Public Accountants to furnish a statement
      to the Owner to the effect that such firm has examined certain documents and
      records relating to the servicing of mortgage loans in the Servicer’s portfolio.
      On the basis of this examination, the CPA firm will disclose any exceptions
      or
      errors relating to the servicing of mortgage loans, as required by paragraph
      four (4) of “The Uniform Single Audit Program for Mortgage
      Bankers.”

     

    Section
      6.06 Owner’s
      Right to Examine Servicer Records.

     

    The
      Owner
      shall have the right, at its expense, upon reasonable notice to the Servicer,
      during business hours or at such other times as might be reasonable under
      applicable circumstances and on the Servicer’s premises, 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 behalf of the Servicer, which relate
      to
      the performance or observance by the Servicer of the terms, covenants or
      conditions of this Agreement, and to discuss such books, records or other
      information with an officer or employee of the Servicer who is knowledgeable
      about the matters contained therein, upon Owner’s reasonable
      request.

     

    Section
      6.07 Rate
      Adjustment.

     

    As
      to
      each Adjustable Rate Mortgage Loan, the Servicer shall make periodic Mortgage
      Interest Rate and Monthly Payment adjustments, as applicable, in strict
      compliance with (i) the terms of the Mortgage and Mortgage Note, (ii) all
      applicable law, and (iii) Customary Servicing Procedures. Servicer shall
      establish procedures to monitor the Index in order to ensure that it uses the
      appropriate value for the Index in determining an interest rate change. Servicer
      shall execute all and deliver all appropriate notices required by (i) the terms
      of the Mortgage and Mortgage note, (ii) all applicable law, and (iii) Customary
      Servicing Procedures regarding such Mortgage Interest Rate adjustments and
      Monthly Payment adjustments. Upon request by the Owner, Servicer shall deliver
      to the Owner copies of such adjustment notification, and shall describe the
      values and methods used to calculate and implement such adjustments. If Servicer
      fails to make a timely and correct Mortgage Interest Rate adjustment or Monthly
      Payment adjustment, Servicer shall deposit in the Custodial Account out of
      its
      own funds any amounts necessary to satisfy any shortage in the Mortgagor’s
      Monthly Payment for so long as such shortage continues. In the event the Index,
      as specified in the related Mortgage Note, becomes unavailable for any reason,
      Servicer shall select an alternative index, in accordance with the terms of
      the
      Mortgage Note provide written notice to the Owner of such alternative index,
      and
      such alternative index shall thereafter be the Index for such Mortgage Loan
      unless otherwise directed by the Owner to select a specified index in accordance
      with the terms of the Mortgage Loan. The Servicer shall use any alternative
      index as specified by the Owner so long as such index is in accordance with
      the
      terms of the Mortgage Note.

     

    
      
        
        

      

      
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    Section
      6.08 Maintenance
      of Licenses and Ratings.

     

    The
      Servicer shall, at its own cost and expense, obtain and maintain in good
      standing without impairment any and all permits, approvals, licenses and
      registrations, and cause any of its employees to obtain any and all permits,
      approvals, licenses and registrations, that are necessary for the performance
      of
      the Servicing to be provided by the Servicer pursuant to the terms of this
      Agreement.

     

    Section
      6.09 Quality
      Control. 

     

    The
      Servicer shall perform quality control and internal audit procedures with
      respect to the Servicing in accordance with Applicable Requirements. To the
      extent such procedures include any Mortgage Loan serviced by Servicer hereunder,
      the Servicer shall share with Owner its quality control, internal audit findings
      and any third party reports with respect to Mortgage Loans serviced hereunder,
      including the Servicer’s plans for corrective actions should any be required.
      Where required, the Servicer shall take prompt corrective action with respect
      to
      such findings, including those undisputed and final written findings that Owner
      may identify through its own internal/third party audit reviews which may
      involve third party contractors.

     

    Section
      6.10 Compliance
      and Performance Reviews. 

     

    The
      Owner, its officers, employees and agents, including third-party attorneys
      and
      accountants and auditors, and regulatory officials with regulatory authority
      over the Owner may, from time to time, and at their sole cost and expense,
      perform reviews, including, but not limited to, onsite visits to ensure that
      the
      Servicer is conducting its activities and performing its obligations under
      this
      Agreement in accordance with all Applicable Requirements, including, without
      limitation, the Privacy Requirements. The Servicer shall provide, during normal
      business hours and upon reasonable advance written notice from the Owner, access
      to such documents, books, reports, policies and procedures, personnel and
      systems and other support and assistance as the Owner may reasonably request
      for
      the purpose of carrying out such reviews. 

     

    
      
        
        

      

      
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    Section
      6.11 Access
      to Documents and Employees. 

     

    The
      Servicer hereby agrees that it shall, at its sole cost and expense, make
      available, or cause to be made available, to the Owner or any person designated
      by the Owner, in a timely manner, all documents or materials in the possession
      of the Servicer that the Owner is required to supply to any federal or state
      regulatory body with respect to the matters contemplated by this Agreement.
      In
      furtherance of the foregoing, the Servicer shall, at its sole cost and expense,
      make available, or cause to be made available, during normal business hours
      and
      upon reasonable advance written notice from the Owner, to the Owner or any
      person designated by the Owner, resources, including, but not limited to, access
      to employees, sufficient to respond adequately to any issue or concern raised
      by
      such federal or state authorities. 

     

    Section
      6.12 Notices. 

     

    The
      Servicer shall give prompt written notice to the Owner of (a) any material
      action, suit or proceeding instituted by or against the Servicer or any of
      its
      subsidiaries related to Mortgage Loans in any federal or state court or before
      any commission or other regulatory body (federal, state or local, domestic
      or
      foreign), or any such proceeding to the Servicer’s knowledge threatened against
      the Servicer or any of its subsidiaries related to Mortgage Loans in a writing
      containing the details thereof, including any putative class action complaint
      involving its servicing of mortgage loans; (b) the occurrence of any fact or
      circumstance that would constitute an Event of Default hereunder following
      the
      giving the notice or the expiration of any cure period or both; and (c) any
      notice of facts or circumstances that reasonably could be anticipated to result
      in a material adverse change in the Servicer’s ability to meet its obligations
      under this Agreement.

     

    Section
      6.13 Contingency
      Plans. 

     

    The
      Servicer represents and warrants that it has in place a contingency plan that
      will enable it to (i) materially perform its servicing obligations within 48
      hours in the event its primary location is rendered inoperative as a result
      of a
      natural or other disaster or emergency, and once the Servicer relocates to
      its
      backup site, it shall make arrangements to provide continued service as stated
      in this Agreement. The Servicer covenants and agrees to (i) test such
      contingency plan at least once annually and, upon request of Owner, provide
      the
      results of such test to the Owner, and (ii) upon request of Owner, provide
      the
      Owner with copies of its operating procedures in the event that such contingency
      plan is put into effect. If Owner determines in its reasonable discretion,
      that
      such contingency plan is inadequate, the Owner shall have the right to make
      reasonable recommendations consistent with those required by its regulators,
      and
      the Servicer shall take commercially reasonable efforts to implement such
      recommendations. 

     

    ARTICLE
      VII

    REPORTS
      TO BE PREPARED BY SERVICER

     

    Section
      7.01 Servicer
      Shall Provide Access and Information as Reasonably
      Required.

     

    The
      Servicer shall furnish to the Owner the reports specified on Exhibit
      J
      and,
      upon written request, during the term of this Agreement, such periodic, special
      or other reports or information, whether or not provided for herein, as shall
      be
      necessary, reasonable or appropriate with respect to the purposes of this
      Agreement. The Servicer may negotiate with the Owner for a reasonable fee for
      providing such report or information, unless (i) the Servicer is required to
      supply such report or information pursuant to any other section of this
      Agreement, or (ii) the report or information has been requested in connection
      with Internal Revenue Service requirements. The Servicer agrees to execute
      and
      deliver all such instruments as the Owner, from time to time, may reasonably
      request in order to effectuate the purposes and to carry out the terms of this
      Agreement.

     

    
      
        
        

      

      
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    Section
      7.02 Financial
      Statements.

     

    The
      Servicer understands that, in connection with marketing the Mortgage Loans
      and/or the Servicing Rights, the Owner may make available to a prospective
      purchaser of the Mortgage Loans a consolidated Statement of Operations of
      Servicer for the most recently completed five fiscal years for which such a
      statement is available as well as a Consolidated Statement of Condition at
      the
      end of the last two fiscal years covered by such Consolidated Statement of
      Operations. The Servicer, if it has not already done so, agrees to promptly
      furnish to Owner copies of the statements specified above.

     

    The
      Servicer also agrees to make available upon reasonable notice and during normal
      business hours to any prospective Owner a knowledgeable financial or accounting
      officer for the purposes of answering questions respecting recent developments
      affecting the Servicer or the financial statements of the Servicer and to permit
      upon reasonable notice and during normal business hours any prospective
      purchaser to inspect the Servicer’s servicing facilities for the purpose of
      satisfying such prospective purchaser that the Servicer has the ability to
      service the Mortgage Loans in accordance with this Agreement.

     

    ARTICLE
      VIII

    THE
      SERVICER

     

    Section
      8.01 Indemnification;
      Third Party Claims.

     

    The
      Servicer shall indemnify and hold harmless the Owner, its directors, officers,
      agents, employees, and assignees (each, an “Owner Indemnified Party”) from and
      against any costs, damages, expenses (including reasonable attorneys’ fees and
      costs, irrespective of whether or not incurred in connection with the defense
      of
      any actual or threatened action, proceeding, or claim), fines, forfeitures,
      injuries, liabilities or losses (“Losses”) suffered or sustained in any way by
      any such Person, no matter how or when arising (including in connection with
      any
      judgment, award, or settlement), in connection with or relating to (i) a breach
      by Servicer of any of its representations and warranties contained in Article
      III or (ii) a breach by Servicer of any of its covenants and other obligations
      contained herein (including any failure to service the Mortgage Loans in
      compliance with the terms hereof); provided, however, that Servicer shall not
      indemnify Owner for any and all Losses for which Owner is required to indemnify
      Servicer hereunder. 

     

    The
      Owner
      shall indemnify and hold the Servicer, its directors, officers, agents,
      employees and assignees (each, a “Servicer Indemnified Party”) harmless from and
      shall reimburse the Servicer for any Losses suffered or sustained in any way
      by
      the Servicer, no matter how or when arising (including in connection with any
      judgment, award, or settlement), in connection with or relating to (directly
      or
      indirectly, in whole or in part):

    
       

      (i) a
        breach
        by the Owner of any of its representations, warranties and covenants under
        this
        Agreement, included, without limitation, any representation, warranty and/or
        covenant with respect to High Cost Loans or Mortgage Loans subject to
        HOEPA;

    

     

    
      
        
        

      

      
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    (ii) any
      limitation on the liability of the Servicer pursuant to Section 8.02 hereof;
      

     

    (iii) Servicer’s
      compliance with the instructions of Owner or Servicer taking and initiating
      any
      legal actions with respect to any Mortgage Loans and Mortgaged Properties on
      behalf of the Owner in the name of Servicer or an affiliate thereof (in each
      case, unless such action or omission is taken with a standard of care in
      contravention of any standard of care required under the Agreement and such
      contravention is the proximate cause of the Loss); 

     

    (iv) any
      actions or omissions of any former servicer, owner, sub-servicer or originator
      of a Mortgage Loan or Mortgaged Property (or acts or omissions of any other
      person or entity) prior to the service transfer date, including without
      limitation, any data integrity issue (and any related costs of correcting such
      issues; provided,
      however,
      should
      Servicer have actual knowledge of any data integrity error which is likely
      to
      materially affect the servicing of any Mortgage Loan in any of the loan
      portfolios being serviced under this Agreement, Servicer will take reasonable
      efforts to correct the error;

     

    (v) for
      a
      period of one year after the applicable Effective Date, the perpetuation by
      Servicer of the acts or omissions of prior servicers; unless
      Servicer
      knew or reasonably should have known consistent with Customary Servicing
      Procedures that such acts or omissions violate Applicable Requirements or the
      requirements of Servicer under this Agreement;

     

    (vi) any
      outstanding Servicing Advance or P&I Advance as
      to
      which Servicer is not reimbursed in accordance with Article IV hereof;


     

    (vii) Owner
      and/or any prior servicer’s failure to comply with Servicer’s Transfer
      Instructions; or

     

    (viii) the
      refusal of Owner or any trustee or custodian in possession of an original
      Mortgage loan Document to provide Servicer the originals of any Mortgage Loan
      Documents within a reasonable amount of time after a request for such documents
      has been received in order to allow Servicer sufficient time to process
      satisfaction, payoffs and releases.

     

    Notwithstanding
      the foregoing, Owner shall not indemnify Servicer for any Losses for which
      Servicer is required to indemnify Owner hereunder. The Owner or Servicer
      required to indemnify under this Section 8.01 (the “Indemnitor”) shall
      immediately (i) notify the Owner or Servicer Indemnified Party if a claim
      is made by a third party with respect to this Agreement, any Mortgage Loan
      and/or any REO Property, (ii) assume the defense of any such claim and pay
      all expenses in connection therewith, including attorneys’ fees, and
      (iii) promptly pay, discharge and satisfy any judgment, award, or decree
      that may be entered against it or the Indemnified Party in respect of such
      claim. Nothing contained herein shall prohibit the Owner Indemnified Party
      or
      Servicer Indemnified Party, at its expense, from retaining its own counsel
      to
      assist in any such proceedings or to observe such proceedings; provided
      that
      neither party shall be obligated to pay or comply with any settlement to which
      it has not consented. All amounts required to be paid or reimbursed by the
      Indemnitor hereunder shall be paid or reimbursed as and when incurred by the
      Owner or Servicer Indemnified Party, upon demand therefore by such Owner
      Indemnified Party or Servicer Indemnified Party.

     

    
      
        
        

      

      
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    Section
      8.02 Limitation
      on Liability

     

    Neither
      the Servicer nor any of the 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 in
      accordance with applicable law, or for errors in judgment made in good faith;
      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 the Servicer’s obligations in compliance with the provisions
      of this Agreement, or any liability which would otherwise be imposed by reason
      of negligence or any breach of the terms and conditions of this Agreement.
      The
      Servicer and any 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
      the Owner 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 expenses or
      liability.

     

    Section
      8.03 Merger
      or Consolidation of the Servicer. 

     

    The
      Servicer shall keep in full effect its existence, rights and franchises as
      a
      corporation, and shall preserve its qualification to do business as a foreign
      corporation in each jurisdiction in which such qualification is or shall be
      necessary to protect the validity and enforceability of this Agreement, or
      the
      ability of the Servicer 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
      hereunder, shall be the successor of the Servicer hereunder without the
      execution or filing of any paper or any further act on the part of either of
      the
      parties hereto, anything herein to the contrary notwithstanding; provided,
      however, that the successor or surviving Person shall be an institution (i)
      that
      is qualified to service mortgage loans on behalf of Fannie Mae or Freddie Mac
      and (ii) that has a net worth of not less than $15,000,000.

     

    
      
        
        

      

      
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    ARTICLE
      IX

    DEFAULT

     

    Section
      9.01  Events
      of Default. 

     

    Event
      of
      Default, whenever used herein, means any one or more of the following events:
      

     

    (i) any
      failure by either Party to remit to the other Party any payment required to
      be
      made under the terms of this Agreement that continues unremedied for a period
      of
      two days after the date upon which written notice of such failure, requiring
      the
      same to be remedied, shall have been received by the defaulting Party from
      the
      non-defaulting Party; or

     

    (ii) any
      failure on the part of either Party duly to observe or perform in any material
      respect any other of the covenants or agreements on the part of such Party,
      or a
      breach of the representations and warranties of such Party in any material
      respect, set forth in this Agreement that continues unremedied for a period
      of
      30 days after the date on which written notice of such failure, requiring the
      same to be remedied, shall have been received by the defaulting Party from
      the
      non-defaulting Party; or

     

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

     

    (iv) with
      respect to Servicer only, the Servicer ceases to meet the qualifications of
      a
      Fannie Mae/Freddie Mac servicer and such approvals are not reinstated within
      thirty (30) days; or

     

    (v) failure
      by a Party to maintain the material licenses to do business in any jurisdiction
      where the Mortgaged Property is located, but only to the extent such
      non-qualification materially and adversely affects such Party’s ability to
      perform its obligations hereunder.

     

    If
      an
      Event of Default shall occur, then so long as such Event of Default shall not
      have been remedied, the non-defaulting Party may, by notice in writing to the
      defaulting Party, in addition to whatever rights the non-defaulting Party may
      have at law or equity to damages, including injunctive relief and specific
      performance, terminate all the rights and obligations of the defaulting Party
      under this Agreement; provided, however, if the defaulting Party is the Owner,
      the effective date of termination shall be the earlier of ninety (90) days
      and
      the effective date that a successor shall have assumed the Servicer’s
      responsibilities and obligations hereunder in the manner provided in Section
      11.01, but not less than thirty (30) days after notice of termination is
      delivered to the Owner. Termination of this Agreement by the Servicer shall
      not
      impair the Owner’s right, title and interest in and to the Mortgage Loans.
      Further, if the defaulting party is the Owner, Owner shall be required to pay
      all reasonable costs and expenses associated with the transfer of the servicing
      function upon termination by Servicer. If the Event of Default involves the
      Servicer, on or after the receipt by the Servicer of such written notice subject
      to any effective date specified therein, but subject to any applicable right
      to
      be reimbursed for undisputed outstanding Servicing Advances, P&I Advances,
      Servicing Fees, and amounts otherwise due to Servicer under this Agreement,
      all
      authority and power of the Servicer under this Agreement, whether with respect
      to the Mortgage Loans or otherwise, shall pass to and be vested in the successor
      appointed pursuant to Section 11.01, it being specifically understood and agreed
      that an element of damages to the Owner in the event of termination and transfer
      shall include the difference between the Servicing Compensation and the
      negotiated fee for servicing charged by the successor servicer, which negotiated
      fee with the successor servicer shall be reasonable and customary fee to secure
      quality servicing of the portfolio in full compliance with this Agreement.
      Any
      transfer of the servicing obligations pursuant to this paragraph shall not
      release or otherwise reduce, waive, modify or diminish the liabilities of the
      defaulting Party to the non-defaulting Party hereunder. Upon written request
      from the Owner, the Servicer shall prepare, execute and deliver, any and all
      documents and other instruments, place in such successor’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 sole expense of the defaulting Party;
      provided, however, that the Servicer shall not have to pay the cost to complete
      the transfer and endorsement or assignment of the Mortgage Loans if it does
      not
      have record title thereto. 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 (less any amounts due the Servicer
      pursuant to the terms of this Agreement) 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.

     

    
      
        
        

      

      
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    ARTICLE
      X

    TERMINATION;
      RECONSTITUTION

     

    Section
      10.01 (
      Reserved )

     

    Section
      10.02 Termination
      Without Cause

     

    (a) The
      Owner
      may, at its sole option, terminate with respect to some or all of the Mortgage
      Loans, any rights the Servicer may have hereunder, without cause, upon sixty
      (60) days prior written notice and the payment to
      the
      Servicer of the purchase price paid by Servicer for the Servicing Rights with
      respect to each of the affected Mortgage Loans. 

     

    It
      is
      understood and agreed that the foregoing termination fee, and the “deboarding
      fee” included within the definition of Servicing Compensation, are intended to
      cover all of Servicer’s costs and expenses associated with the transfer of the
      servicing function upon termination pursuant to this Section 10.02(a) for the
      transfer responsibilities set forth on Exhibit
      I
      hereto,
      including without limitation, the forwarding by Servicer to any successor
      servicer, by overnight mail for the thirty (30) day period immediately following
      the transfer and thereafter by respect to the Mortgage Loan or the Mortgaged
      Property. The termination fee shall not cover the costs of (1) any MERS transfer
      fee, necessitated by or payable in connection with the transfer of the servicing
      function, or (2) retrieval and physical delivery of the Mortgage Loan Servicing
      Files to the successor servicer by a vendor selected by the Owner. Such costs
      shall be payable by the Owner. Notwithstanding anything contained herein to
      the
      contrary, in the event that there are costs and expenses associated with such
      transfer of the servicing function in addition to those costs and expenses
      associated with the Servicer responsibilities set forth in Exhibit
      I
      and with
      the Owner responsibilities set forth in this Section 10.02, the parties agree
      to
      negotiate in good faith to allocate responsibility for such costs and expenses
      in a fair and reasonable manner. 

     

    
      
        
        

      

      
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    Upon
      such
      termination, any right of the Servicer to the Servicing Compensation with
      respect to the affected Mortgage Loans shall terminate on the Effective
      Termination Date (as defined below), except as otherwise provided herein. Any
      such notice of termination shall be in writing and delivered to the Servicer
      by
      Owner as provided in Section 11.07 of this Agreement. Owner shall not adversely
      select the Mortgage Loans with respect to which this Agreement is terminated
      such that the costs and burdens of servicing pursuant to this Agreement are
      materially increased. 

     

    Termination
      pursuant to this Section 10.02(a) shall be effective on the date on which the
      Servicer transfers all responsibilities, rights, duties and obligations under
      this Agreement to the successor appointed pursuant to Section 11.01 and sixty
      (60) days from the date of notice of termination (for purposes of this Section
      10.02(a) only, the “Effective Termination Date.”).

     

    (b) Following
      twelve (12) months after the applicable Effective Date, Servicer may terminate,
      at its sole option, the Agreement with respect to some or all of the Mortgage
      Loans or REO Property, without cause. Such termination shall not become
      effective until the earlier of: (i) one hundred twenty (120) days after the
      date
      on which notice of termination is provided by the Servicer in writing and
      delivered to the Owner by registered mail, or (ii) a successor shall have
      assumed the Servicer’s responsibilities and obligations hereunder in the manner
      provided in Section 11.01. In the event the Servicer terminates the Agreement
      without cause with respect to some or all of the Mortgage Loans, the Owner
      shall
      not be required to pay to the Servicer the applicable deboarding fee included
      within the definition of Servicing Compensation and Servicer shall pay all
      its
      costs and expenses of transfer; provided, however, that the Servicer shall
      be
      entitled to reimbursement of the Servicing Advances in the same timeframe as
      if
      Servicer had not terminated this Agreement.

     

    (c) If
      Owner
      or its employees appear on or are members of any organization that appears
      on
      any government list, including, but not limited to, the Control List prepared
      by
      the Office of Foreign Assets Control (“OFAC”) of the Department of the Treasury,
      then Servicer may take all measures authorized under applicable law and may,
      by
      giving written notice thereof to Consultant, terminate this Agreement upon
      the
      date specified in the notice, which date may be the date of the
      notice.

     

    Section
      10.03 Removal
      of Mortgage Loans From Inclusion Under This Agreement

     

    The
      Servicer and the Owner agree that with respect to some or all of the Mortgage
      Loans, the Owner may effect either:

     

    (1) one
      or
      more Whole Loan Transfers;

     

    
      
        
        

      

      
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    (2) one
      or
      more Pass-Through Transfers;

     

    provided,
      however, that no Mortgage Loan shall be reconstituted more than four (4)
      times.

     

    The
      Servicer and the Owner acknowledge and agree that the Servicer is not obligated
      hereunder to act as servicer in any Reconstitution that is inconsistent with
      the
      provisions of this Section 10.03 . The Owner is not obligated hereunder to
      offer
      the Servicer the opportunity to act as servicer in any Reconstitution; provided
      however that in the event the Owner does not offer such opportunity
      to the
      Servicer the Owner will pay to the Servicer an amount equal to the purchase
      price paid by the Servicer for the Servicing Rights with respect to each of
      the
      affected Mortgage Loans.

     

    The
      Servicer shall reasonably cooperate with the Owner in connection with any Whole
      Loan Transfer or Pass-Through Transfer contemplated by the Owner pursuant to
      this Section 10.03, provided, however, that under no circumstances and in no
      event shall such cooperation include any act of the Servicer or any event
      affecting the Servicer that would materially increase the Servicer’s liabilities
      or obligations beyond those liabilities and obligations contained in this
      Agreement (except as otherwise set forth in this Section 10.03).

     

    In
      connection with any Reconstitution in which the Owner and the Servicer have
      agreed that the Servicer shall act as the servicer in the Reconstitution, the
      Owner shall deliver any agreement (the “Reconstitution Agreement”) or other
      document related to the Whole Loan Transfer or Pass Through Transfer to the
      Servicer at least 10 Business Days prior to such transfer; the Servicer’s
      refusal to cooperate with Owner based on late delivery of such documents shall
      result in no liability to the Servicer. Such Reconstitution Agreement
may,
      in
      the Owner’s discretion, contain contractual provisions not set forth in this
      Agreement, including, but not limited to, (i) customary certificate payment
      delays, (ii) servicer advance requirements for the advancing of delinquent
      scheduled payments of principal and interest through liquidation (unless deemed
      non-recoverable),
      (iii)
      servicer obligations to pay compensating interest for prepayment interest
      shortfalls (to the extent of the monthly servicing fee payable to the servicer),
      (iv) representations and warranties (dated as of the Reconstitution Date) of
      the
      Servicer conforming in all material respects to the representations and
      warranties in this Agreement, and (v) such provisions with regard to servicing
      responsibilities, investor reporting, segregation and deposit of principal
      and
      interest payments, custody of the Mortgage Loans, and other provisions that
      conform to secondary market standards for mortgage-backed securities backed
      by
      mortgage loans similar to the Mortgage Loans or as may be required by one or
      more Rating Agencies. The
      Servicer shall promptly review such Reconstitution Agreement and/or related
      documents, and provided that such Reconstitution Agreement contains servicing
      provisions substantially similar to those herein or otherwise acceptable to
      the
      Servicer in its sole discretion, shall execute such Reconstitution Agreement
      and/or related documents. The Servicer’s refusal to execute any Reconstitution
      Agreement or related documents may be based on any provision that materially
      (a)
      increases the liability of the Servicer and/or (b) affects Servicer’s
      profitability from that contemplated herein. The Owner hereby agrees to
      reimburse the Servicer for reasonable out-of-pocket expenses incurred by the
      Servicer that relate to reviewing and commenting on the Reconstitution Agreement
      for such Whole Loan Transfer or Pass-Through Transfer. Any cooperation from
      the
      Servicer in connection with any Whole Loan Transfer or Pass-Through Transfer
      contemplated by this Section shall include, upon request by the Owner, delivery
      of a legal opinion relating to the Servicer substantially similar to that
      attached hereto as Exhibit
      L
      and the
      furnishing of customary information for use in an offering document for such
      Pass-Through Transfer, for Pass-Through Transfers of this type, relating to
      the
      Servicer and its servicing practices and portfolio, which in form and substance
      is reasonably acceptable to the Servicer (the
      “Servicer Information”).
      The
      Servicer shall indemnify the Owner, each Affiliate of the Owner participating
      in
      any such Reconstitution and each Person who controls the Owner or such
      Affiliate, and their respective officers and directors, and hold each of them
      harmless from and against any losses, damages, penalties, fines, forfeitures,
      reasonable and necessary legal fees and related costs, judgments, and any other
      costs, fees and expenses that each of them may sustain arising directly from
      Servicer Information; provided, however, that any numerical information
      regarding Servicer, including delinquency statistics, appearing in table format
      or otherwise, is confirmed by an independent accounting firm selected by
      Servicer at the Owner’s expense. The Owner shall indemnify the Servicer and each
      Person who controls the Servicer or such Affiliate and hold each of them
      harmless from and against any losses, damages, penalties, fines, forfeitures,
      reasonable and necessary legal fees and related costs, judgments, and any other
      costs, fees and expenses that each of them may sustain in any way related to
      any
      Reconstitution other than any losses, damages, penalties, fines, forfeitures,
      reasonable and necessary legal fees and related costs, judgments, and any other
      costs, fees and expenses that each of them may sustain as a result of the
      Servicer Information.

     

    
      
        
        

      

      
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    If
      requested by the Owner in connection with any Reconstitution, the Servicer
      and
      the Owner shall execute a letter agreement setting forth the indemnification
      obligations set forth in this Section 10.03. In the event that the Servicer
      is
      not the master servicer, servicer or sub-servicer with respect to a
      Reconstitution, any and all reasonable costs, fees and expenses incurred by
      Servicer in connection with the foregoing shall be reimbursed by Owner after
      receipt of an invoice therefor. Any execution of a subservicing agreement or
      pooling and servicing agreement by the Servicer shall be conditioned on the
      Servicer receiving servicing compensation that is reasonably acceptable to
      Servicer based on providing reasonably equivalent economic value to the total
      Servicing Compensation under this Agreement. Notwithstanding any provision
      to
      the contrary in this Agreement, in the event that the Servicer is the master
      servicer, servicer or sub-servicer with respect to a Reconstitution, the Owner
      agrees that in such Reconstitution any servicing performance termination
      triggers shall be approved by the Servicer in its reasonable discretion;
      provided, that in the event that the Servicer does not approve any servicing
      performance termination triggers, the Owner shall, with respect to the
      Reconstitution, have the right to terminate the Servicer hereunder (a “Servicing
      Performance Trigger Termination”) and designate a successor servicer to act as
      master servicer, servicer or sub-servicer upon payment to the Servicer of the
      purchase price paid by the Servicer for the Servicing Rights with respect to
      each of the affected Mortgage Loans . 

     

    All
      Mortgage Loans not sold or transferred pursuant to a Whole Loan Transfer or
      Pass-Through Transfer shall be subject to this Agreement and shall continue
      to
      be serviced in accordance with the terms of this Agreement and with respect
      thereto this Agreement shall remain in full force and effect.

     

    
      
        
        

      

      
        40

        
          

        

      

      
        
        

      

    

     

    ARTICLE
      XI

    MISCELLANEOUS
      PROVISIONS

     

    Section
      11.01 Successor
      to the Servicer.

     

    Prior
      to
      termination of the Servicer’s responsibilities and duties under this Agreement
      pursuant to Section 8.03, 9.01, or 10.02, 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 which shall succeed to all
      rights and assume all of the responsibilities, duties and liabilities of the
      Servicer under this Agreement prior to the termination of Servicer’s
      responsibilities, duties and liabilities under this Agreement. In connection
      with such appointment and assumption, the Owner may make such arrangements
      for
      the compensation of such successor out of payments on Mortgage Loans as it
      and
      such successor shall agree. The Servicer shall discharge its 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 that it is obligated to exercise under 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,
      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. No termination
      of
      the Servicer or this Agreement shall affect any claims that the Owner may have
      against the Servicer or that Servicer may have against Owner arising prior
      to
      any such termination or resignation.

     

    The
      Servicer shall timely deliver to its successor the funds in the Custodial
      Account and the Escrow Account (less any amounts to which the Servicer is
      entitled pursuant to the terms of this Agreement) and all Mortgage Loan
      Servicing Files and related documents and statements held by it hereunder and
      the Servicer shall account for all funds. The Servicer shall execute and deliver
      such instruments and do such other things all as may reasonably be required
      to
      more fully and definitely vest and confirm in the successor all such rights,
      powers, duties, responsibilities, obligations and liabilities of the Servicer,
      including without limitation, the requirements set forth in Exhibit
      I
      hereto.
      Servicer and Owner shall be liable for the costs and expenses associated with
      the transfer of the servicing function as set forth throughout this
      Agreement.

     

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

     

    Section
      11.02 No
      Waiver. 

     

    No
      delay
      or omission by either party in exercising any right or remedy hereunder shall
      operate as a waiver or estoppel thereof or of any other right or remedy, and
      no
      single or partial exercise thereof shall preclude any other or further exercise
      thereof or the exercise of any other right or remedy. The failure at any time
      or
      times hereafter to require strict performance by either party of any of the
      provisions, terms and conditions contained in this Agreement, or any other
      agreement, document or instrument now or hereafter executed by the parties,
      shall not waive, affect, or diminish any right of the other party hereafter
      to
      demand strict compliance or performance therewith and with respect to any
      provisions, terms and conditions contained in such agreements, documents and
      instruments at any other time, and waiver of any default shall not waive or
      affect any other default, whether prior or subsequent thereto, and whether
      of
      the same or a different type. None of the warranties, conditions, provisions,
      and terms contained in this Agreement or any other agreement, document or
      instrument now or hereafter executed by the parties shall be deemed to have
      been
      waived by any act or knowledge of a party, its agents, officers or employees,
      unless the other party is so advised by written instrument signed by an elected
      officer of said party and is directed to the other party specifying each
      waiver.

     

    
      
        
        

      

      
        41

        
          

        

      

      
        
        

      

    

     

    Section
      11.03 Amendment.

     

    This
      Agreement may be amended only by written agreement signed by the Servicer and
      Owner hereunder.

     

    Section
      11.04 No
      Solicitations. 

     

    Servicer
      agrees that it will not take any action or permit or cause any action to be
      taken by Servicer, any of its agents or affiliates, or by any independent
      contractors on Servicer’s behalf, personally, by telephone, the internet, mail,
      or otherwise, to solicit any Mortgagor either to refinance such Mortgagor’s
      Mortgage Loan, in whole or in part, or for any other product or service without
      the prior written consent of the Owner. It is understood and agreed that all
      rights and benefits relating to the solicitation of any Mortgagor to refinance
      such Mortgagor’s Mortgage Loan and the attendant rights, title and interest in
      and to the list of such Mortgagor and data relating to such Mortgagor’s Mortgage
      Loans shall be retained by Owner pursuant hereto and Servicer shall take no
      action to undermine these rights and benefits. Notwithstanding the foregoing,
      it
      is understood and agreed that promotions undertaken by or on behalf of the
      Servicer or any affiliate of the Servicer which are directed to the general
      public at large, or segments thereof, provided that no segment shall consist
      primarily of the Mortgage Loans, including, without limitation, mass mailing,
      newspaper, radio and television advertisements, website ads, monthly account
      statements or “VRU” recorded communications or from serving the refinancing
      needs of a Mortgagor who, without solicitation, contacts the Servicer in
      connection with the refinance of such Mortgage or Mortgage Loan shall not
      constitute solicitation under this section. Servicer shall use its best efforts
      to prevent the sale of the name of any Mortgagor to any person.

     

    Section
      11.05 Duration
      of Agreement. 

     

    This
      Agreement shall continue in existence and effect until terminated as herein
      provided. 

     

    Section
      11.06 Governing
      Law. 

     

    This
      Agreement shall be construed in accordance with the laws of the Commonwealth
      of
      Pennsylvania, except to the extent preempted by Federal law but without regard
      to principles of conflicts of laws, and the obligations, rights and remedies
      of
      the parties hereunder shall be determined in accordance with such laws.


     

    
      
        
        

      

      
        42

        
          

        

      

       

    


    Section
      11.07 Notices. 

     

    Any
      communications provided for or permitted hereunder shall be in writing and,
      unless otherwise expressly provided herein, shall be deemed to have been duly
      given if (a) personally delivered, (b) mailed by registered mail, postage
      prepaid, return receipt requested, and received by the addressee, (c) sent
      by
      express courier delivery service and received by the addressee, or (d)
      transmitted by telex, telecopy or telegraph and confirmed by a writing delivered
      by means of (a), (b) or (c), to: (i) in the case of the Servicer, 100 Witmer
      Road, Horsham, PA 19044, ATTN: Executive Vice President of National Loan
      Administration or such other address as may hereafter be furnished to the Owner
      in writing by the Servicer, with a copy to the Servicer General Counsel at
      the
      same address and (ii) in the case of the Owner, One Belvedere Place, #310,
      Mill
      Valley, California, 94941.

     

    Section
      11.08 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.
      Any part, provision, representation or warranty of this Agreement which is
      prohibited or unenforceable or is held to be void or unenforceable in any
      jurisdiction shall be ineffective, as to such jurisdiction, to the extent of
      such prohibition or unenforceability without invalidating the remaining
      provisions hereof, and any such prohibition or unenforceability in any
      jurisdiction as to any Mortgage Loan shall not invalidate or render
      unenforceable such provision in any other jurisdiction.

     

    Section
      11.09 No
      Partnership. 

     

    Nothing
      herein contained shall be deemed or construed to create a co-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
      11.10 Counterparts.

     

    This
      Agreement may be executed in any number of counterparts and by different parties
      hereto on separate counterparts, each of which shall be deemed to be an
      original. Such counterparts shall constitute one and the same
      agreement.

     

    Section
      11.11 Successors
      and Assigns.

     

    The
      Servicer may not assign this Agreement or delegate a material portion of its
      duties hereunder (except to any affiliate or subsidiary of the Servicer) to
      any
      transferee servicer without the written consent of Owner, which consent shall
      not be unreasonably withheld or delayed. Any transferee servicer (including
      any
      affiliate or subsidiary of the Servicer) must meet the eligibility requirements
      for a successor servicer pursuant to Section 8.03 hereof. This Agreement shall
      inure to the benefit of and be binding upon the Servicer and the Owner and
      their
      respective successors and assigns.

     

    
      
        
        

      

      
        43

        
          

        

      

      
        
        

      

    

     

    Section
      11.12 Time
      of Payment.

     

    Unless
      otherwise specifically set forth in this Agreement, any amount due to Owner
      or
      Servicer under this Agreement will be due and payable thirty (30) days following
      receipt by the paying Party of the invoice from the other Party. All amounts
      will be payable by wire transfer, in accordance with payment instructions
      provided from time to time.

     

    Any
      amount not paid when due as set forth in this Agreement will bear interest
      until
      paid at a rate of interest equal to the prime rate established from time to
      time
      by The Wall Street Journal, “Money Rates.” If any portion of an amount due to a
      Party under this Agreement is subject to a bona fide dispute between the
      Parties, the other Party will pay to that Party on the date such amount is
      due
      all amounts not disputed in good faith.

     

    Section
      11.13 General
      Interpretive Principles.

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

    Section
      11.14 Entire
      Agreement.

     

    Each
      of
      the Servicer and the Owner acknowledge that no representations, agreements
      or
      promises were made to it by the other party or any of its employees other than
      those representations, agreements or promises specifically contained herein.
      This Agreement between the Servicer and the Owner set forth the entire
      understanding between the parties hereto with respect to the matters set forth
      herein and shall be binding upon all successors of both parties.

     

    
      
        
        

      

      
        44

        
          

        

      

      
        
        

      

    

     

    Section
      11.15 Force
      Majeure.

     

    The
      Servicer and the Owner shall be excused for the period of any delay in the
      performance of any obligations under this Agreement when prevented from
      performing such obligations by cause or causes beyond their reasonable control,
      including, without limitation, civil commotion, war invasions, rebellion,
      hostilities, military or usurped power, sabotage, pestilence, riots fire or
      other casualty or acts of God.

     

    [SIGNATURES
      CONTAINED ON THE FOLLOWING PAGE]

     

    
      
        
        

      

      
        45

        
          

        

      

       

    


    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. 

     

    
      	 	 	 
	 	
              GMAC
                MORTGAGE CORPORATION,

              Servicer

            
	 
 	 
 	 
 
	
            	By:  	 
	 	
               

              
                Name:

              

            	
              

            
	 	
               

              
                Title:

              

            	
              

            
	 	 	
              

            


    

    


    
      	 	 	 
	 	
              RWT
                HOLDINGS, INC.,

              Owner

            
	 
 	 
 	 
 
	
            	By:  	 
	 	
               

              Name: 

            	
              

            
	 	
               

              Title:

            	
              
 
	 	
              

            


    


    
      
        
        

      

      
        46

        
          

        

      

       

    

     

    
      	COMMONWEALTH OF __________	 	)
	 	 	) SS.
	COUNTY OF __________________	 	)


    

     

    On
      the
      ______ day of ___________ before me, a Notary Public in and for said State,
      personally appeared ________________________ known to me to be
      ______________________ of GMAC Mortgage Corporation, that executed the within
      instrument and also known to me to be the person who executed it on behalf
      of
      said association, and acknowledged to me that such association executed the
      within instrument. 

    


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

     

    
      	 	 	________________________________________
	 	 	Notary Public
	 	 	 
	 	 	My Commission expires
              ___________________________


    

     

    
      	STATE OF _________________	 	)
	 	 	) SS.
	COUNTY OF _______________	 	)


    

     

    On
      the
      ______ day of ___________ before me, a Notary Public in and for said State,
      personally appeared ________________________ known to me to be a
      ______________________ of RWT Holdings, Inc., that executed the within
      instrument and also known to me to be the person who executed it on behalf
      of
      RWT Holdings, Inc., and acknowledged to me that RWT Holdings, Inc. executed
      the
      within instrument. 

    


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

     

    
      	 	 	________________________________________
	 	 	Notary Public
	 	 	 
	 	 	My Commission expires
              ___________________________


    

     

    
      
        
        

      

      
        47

        
          

        

      

       

    


    EXHIBIT
      A

    


    ELIGIBILITY
      CRITERIA FOR RESIDENTIAL MORTGAGE LOANS

     

    
      
        
        

      

      
        
        

        
          

        

      

       

    


    EXHIBIT
      B

    


    [RESERVED]

     

    
      
        
        

      

      
        
        

        
          

        

      

       

    


    EXHIBIT
      C

    


    MORTGAGE
      FILE AND MORTGAGE LOAN SERVICING FILE CONTENTS

     

    
      
        
        

      

      
        
        

        
          

        

      

       

    


    EXHIBIT
      D

    


    TRANSFER
      INSTRUCTIONS

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    EXHIBIT
      E

    


    FORM
      OF LIMITED CORPORATE RESOLUTION

     

    RESOLUTION
      OF THE BOARD OF DIRECTORS OF RWT HOLDINGS, INC.

    


    APPOINTMENT
      OF CERTAIN OFFICERS

    


    FOR
      PURPOSES OF EXECUTING CERTAIN DOCUMENTS


    


    WHEREAS,
      RWT Holdings, Inc. (the “Company”) desires to execute documents necessary to
      perfect the release of mortgage loans and the initiation of foreclosure actions
      (the “Releases” and “Foreclosures”) regarding certain Mortgage Loans serviced by
      GMAC Mortgage Corporation on behalf of RWT Holdings, Inc., and that these
      Releases and Foreclosures may be best and most efficiently accomplished by
      the
      appointment of certain officers of the Company with special power to execute
      the
      individual documents to be recorded on behalf of the Company.

    


    NOW,
      THEREFORE, BE IT RESOLVED, that the persons named on Exhibit A attached hereto
      be, and each of them hereby are appointed as officers of the Company to be
      effective as of the first day of _________, 2003 and terminating upon GMAC
      Mortgage Corporation’s receipt of the last recorded assignment, as indicated
      below with full power to execute on behalf of the Company, by actual or
      facsimile signature, all documents in connection with the Releases and
      Foreclosures; and

    


    FURTHER
      RESOLVED, that the Board is informed and aware that the persons named on Exhibit
      A attached hereto are employees of GMAC Mortgage Corporation, and that they
      may
      from time to time be named as officers by other corporations for purposes
      similar to that set forth in these resolutions; and

    


    FURTHER
      RESOLVED, that the foregoing appointments and grants of power and authority
      are
      revocable upon completion of the project related to the Releases and
      Foreclosures; and the authority of the persons so appointed is specifically
      and
      strictly limited to the execution of the specific documents referred to above
      for the purposes herein authorized; and

    


    FURTHER
      RESOLVED, that the foregoing appointments and grants of power and authority
      shall not be deemed to (i) entitle any of the persons so appointed to receive
      any compensation or other benefits from the Company or any of its affiliates
      or
      (ii) create any employer-employee relationship between the Company or any of
      its
      affiliates any such persons; and

    


    FURTHER
      RESOLVED, that the Secretary and each Assistant Secretary (other than any
      Assistant Secretary appointed by these resolutions) of the Company are hereby
      authorized and directed from time to time to certify copies of these
      resolutions, the incumbency of the officers appointed pursuant to these
      resolutions, and the actual facsimile signatures of said officers.

     

    
      
        
        

      

      
        1

        
          

        

      

      
        
        

      

    

     

    CERTIFICATE
      OF RESOLUTION

    


    I,
      THE
      UNDERSIGNED, Secretary of RWT Holdings, Inc., a ____________, having its
      principal place of business at One Belvedere Place, #300, Mill Valley,
      California, 94941, hereby certify that the attached is a true copy of a certain
      resolution duly adopted by the Board of Directors of RWT Holdings, Inc. in
      accordance with its Bylaws at, and recorded in the minutes of, a meeting of
      the
      Board duly held on ___________, 2003 as taken from the minutes of the meeting
      and compared by me with the original of the resolution recorded in the minutes.
      I further certify that the resolution is in full force and effect and has not
      been revoked.

    


    IN
      WITNESS WHEREOF, I set my hand and caused the seal of _____________ to be
      affixed hereto on this _____ day of ____________________, 2003.

     

    
      	 	 	 	 
	
            	 	 	
              
                
Name,
                title

            


    

     

    Subscribed
      and sworn to before me this ____ day of ____________, 2003

    


    
      	 	 	 	 
	
            	 	 	
              
                

              
Notary Public
	 	 	 	 
	 	 	 	My commission
              expires: ___________________




    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    


    Exhibit
      A

    

      
        	
                Name

              	 	
                Title
                  to Which Appointed

              
	
                Kenneth
                  R. Perkins

              	 	
                Vice
                  President

              
	
                Wesley
                  B. Howland

              	 	
                Vice
                  President

              
	
                Susan
                  Meier

              	 	
                Vice
                  President

              
	
                Lionel
                  Antunes

              	 	
                Vice
                  President

              
	
                Daniel
                  Katella

              	 	
                Vice
                  President

              
	
                Kathy
                  Fitzgerald

              	 	
                Vice
                  President

              
	
                Liz
                  Yeranosian

              	 	
                Vice
                  President

              
	
                Dianna
                  Sandoval

              	 	
                Vice
                  President

              
	
                Joyce
                  Petty

              	 	
                Vice
                  President

              
	
                Rosalie
                  Solano

              	 	
                Vice
                  President

              
	
                Linda
                  Walton

              	 	
                Vice
                  President

              
	
                Laura
                  Siess

              	 	
                Vice
                  President

              
	
                Christine
                  Foresmann

              	 	
                Assistant
                  Vice President

              
	
                Debi
                  Pond

              	 	
                Assistant
                  Vice President

              
	
                Hilari
                  Spring

              	 	
                Assistant
                  Vice President

              
	
                Margie
                  Kwaitanowski

              	 	
                Assistant
                  Vice President

              
	
                Sheryl
                  McNally

              	 	
                Assistant
                  Vice President

              
	
                Jody
                  Henson

              	 	
                Assistant
                  Vice President

              
	
                Ryan
                  Carnes

              	 	
                Assistant
                  Vice President

              
	
                Roberta
                  Pettengill

              	 	
                Assistant
                  Vice President

              
	
                Vickie
                  Ingamells

              	 	
                Assistant
                  Vice President

              
	
                Kim
                  Farrell

              	 	
                Assistant
                  Secretary

              
	
                Lynne
                  Malara

              	 	
                Assistant
                  Secretary

              
	
                Jenny
                  Brouwer

              	 	
                Assistant
                  Secretary

              


      

    

    


    
      
        
        

      

      
        3

        
          

        

      

      
        
        

      

    


    EXHIBIT
      F

    


    CUSTODIAL
      ACCOUNT LETTER AGREEMENT

    

      
        	
                To:

              	
                ___________________________

              
	 	 
	 	
                ___________________________

              
	 	 
	 	
                ___________________________

              


      

       

      As
        “Servicer” under the Loan Servicing Agreement, dated as of _____________,
        ______________ (the “Agreement”), we hereby authorize and request you to
        establish an account, as a Custodial Account pursuant to Section 4.04 of
        the
        Agreement, to be designated as “GMAC Mortgage Corporation, in trust for the
        Owner -______________ Mortgage Loans - Group No. ______ and various Mortgagors.”
All deposits in the account shall be subject to withdrawal there from by
        order
        signed by the Servicer. This letter is submitted to you in duplicate. Please
        execute and return one original to us. 

    

     

    
      	 	 	 
	 	
              GMAC
                Mortgage Corporation 

            
	 
 	 
 	 
 
	
            	By  	
            
	 	
              

            



    


    The
      undersigned, as “Depository”, hereby certifies that the above described account
      has been established under Account Number ___________________, at the office
      of
      the Depository indicated above, and agrees to honor withdrawals on such account
      as provided above. The amount deposited at any time in the account will be
      insured by the Federal Deposit Insurance Corporation to the extent available
      under applicable law.

     

    
      	 	 	 
	 	
              
(name
              of Depository)
	 
 	 
 	 
 
	
            	By  	
            
	 	
              

            


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

       

    

    EXHIBIT
      G

    


    ESCROW
      ACCOUNT LETTER AGREEMENT

    

      
        	
                To:

              	
                ___________________________

              
	 	 
	 	
                ___________________________

              
	 	 
	 	
                ___________________________

              


      

    

     

    As
      “Servicer” under the Loan Servicing Agreement, dated as of _____________,
      __________ Mortgage Loans (the “Agreement”), we hereby authorize and request you
      to certify that an account exists titled “GMAC Mortgage Corporation, in trust
      for the Owner as indicated on GMAC Mortgage Corporation’s records and various
      mortgagors.” All deposits in the account shall be subject to withdrawal there
      from by order signed by the Servicer. This letter is submitted to you in
      duplicate. Please execute and return one original to us.

     

    
      	 	 	 
	 	
              GMAC
                Mortgage Corporation 

            
	 
 	 
 	 
 
	
            	By  	
            
	 	
              

            


    

    


    The
      undersigned, as “Depository”, hereby certifies that the above described account
      has been established under Account Number ___________________, at the office
      of
      the Depository indicated above, and agrees to honor withdrawals on such account
      as provided above. The amount deposited at any time in the account will be
      insured by the Federal Deposit Insurance Corporation to the extent available
      under applicable law.

     

    
      	 	 	 
	 	
              
(name
              of Depository)
	 
 	 
 	 
 
	
            	By:  	
            
	 	
              

            


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    EXHIBIT
      H

    


    FORM
      OF MONTHLY REMITTANCE STATEMENT 

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    EXHIBIT
      I

    


    SERVICER’S
      RESPONSIBILITIES UPON TRANSFER OF SERVICING

     

    With
      respect to a transfer of servicing responsibilities to a successor servicer,
      the
      obligations of the Servicer under Section 11.01 shall consist of the
      following:

     

    
      	 	
              ·

            	
              furnishing
                to the successor electronic records in
                an industry standard format reasonably acceptable to the successor
                reflecting
                the status of payments, balances and other pertinent information
                with
                respect to the Mortgage Loans as of such date mutually agreed upon
                by
                Owner and Servicer,
                including, but not limited to: (i) master file; (ii) escrow file;
                (iii)
                payee file, which includes comprehensive tax and insurance information
                identifying payee, payee address, next payment due date, next amount
                payable and policy number/parcel number; (iv) automatic payment draft
                file, which includes loan identifying information; (v) Adjustable
                Rate
                Mortgage Loan master file; (vi) Adjustable Rate Mortgage Loan history;
                and
                (vii) any other information reasonably requested by Owner
                to be furnished to the successor. 

            


    

    
      	 	 	 


      	 	
              ·

            	
              delivering
                written notice to: (1) all hazard, flood and earthquake insurance
                companies and/or their agents, all taxing authorities, flood determination
                companies and tax servicers and/or their agents, of the transfer
                of
                servicing, and
                (2) any
                and all
                mortgage insurance companies providing any Primary Mortgage Insurance
                Policy of the change in insured’s name on each such policy to Owner’s name
                in care of the successor. 

            


    

    


    With
      respect to Mortgage Loans secured by Mortgaged Properties located in Federal
      Emergency Management Agency designated flood areas, as of the date of transfer
      flood insurance policies will be in full force and effect in the amounts
      required by Owner under Applicable Requirements.

    


    As
      of the
      date of transfer all Mortgaged Properties will be insured against fire and
      have
      extended coverage insurance in the amounts required by Fannie Mae all insurance
      premiums on such insurance policies will have been paid in a timely manner.
      Servicer will notify Owner of any fire losses on the Mortgaged Properties where
      Servicer’s estimate of loss is materially greater than the net recovery from the
      fire insurance carrier and fire losses on the Mortgaged Properties as to which
      there is a pending coinsurance claim.

     

    
      	 	
              ·

            	
              transferring
                all
                tax service contracts to the
                successor and providing the
                successor with
                an electronic file identifying (i) tax type, payment frequency, payee
                code, tax amount last paid, next due date, parcel number, and (ii)
                each
                such tax contract, if any, by contract number subject to Owner’s payment
                obligations under Section 2.04 hereof.


            


    

    
      	 	 	 


      	 	
              ·

            	
              delivering
                the “Goodbye Letter” in accordance with applicable law to each related
                Mortgagor.
                

            


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      	 	
              ·

            	
              providing
                the successor with (a) copies of all assumption agreements generated
                by or
                on behalf of the Owner within the sixty (60) days preceding such
                Servicing
                Transfer Date and (b) a list of all assumptions in
                process.

            


    

     

    
      	 	
              ·

            	
              furnishing
                electronic copies of all accounting reports relating to the Mortgage
                Loan
                as of the related Servicing Transfer Date including, but not limited
                to, a
                trial balance and reports of collections, delinquencies, prepayments
                in
                full, curtailments, escrow payments, escrow balances, partial payments,
                partial payment balances and other like information with respect
                to each
                Mortgage Loan.

            


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    EXHIBIT
      J

    


    LIST
      OF REPORTS

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    EXHIBIT
      K

    


    FORM
      OF CUSTODIAL AGREEMENT

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    EXHIBIT
      L

    


    RECONSTITUTION
      FORM OPINION

     

    [Date]

     

    To
      the
      Addresses identified on Schedule A attached hereto

     

    Re: 

     

    Ladies
      and Gentlemen:

     

    I
      am
      associate counsel of GMAC Mortgage Corporation, a Pennsylvania corporation
      (the
“Company”),
      and
      have represented the Company in connection with the preparation, execution
      and
      delivery of the following documents:

     

    In
      this
      connection, I have examined, or caused to be examined, originals, or copies
      certified to my satisfaction, of the [________________] (collectively, the
      “Agreements”),
      and
      such other documents, certificates and instruments which I have deemed necessary
      or appropriate in connection with this opinion. As to matters of fact, I have
      examined and relied upon representations, warranties and covenants of parties
      to
      the above documents contained therein and, where I have deemed appropriate,
      representations or certifications of officers of parties to the Agreements
      or
      public officials. In rendering this opinion letter, I have assumed (i) the
      authenticity of all documents submitted to me as originals, the genuineness
      of
      all signatures, the legal capacity of natural persons and the conformity to
      the
      originals of all documents submitted to me as copies, (ii) with respect to
      parties other than the Company, the due authorization, execution and delivery
      of
      such documents, and the necessary entity power with respect thereto, and the
      enforceability of such documents, (iii) the conformity of the Mortgage
      Loans and the documents set forth in Section [__________] of the Pooling and
      Servicing Agreement to the requirements of the Agreements and (iv) that
      there is not and will not be any other agreement that modifies or supplements
      the agreements expressed in the Agreements.

     

    In
      rendering this opinion letter, I do not express any opinion concerning any
      law
      other than the law of the Commonwealth of Pennsylvania and the federal law
      of
      the United States, and I do not express any opinion concerning the application
      of the “doing business” laws. To the extent that any of the matters upon which I
      am opining herein are governed by laws (“Other
      Laws”)
      other
      than the laws identified in the preceding sentence, I have assumed with your
      permission and without independent verification or investigation as to the
      reasonableness of such assumption, that such Other Laws and judicial
      interpretation thereof do not vary in any respect material to this opinion
      from
      the corresponding laws of the Commonwealth of Pennsylvania and judicial
      interpretations thereof. I do not express any opinion on any issue not expressly
      addressed below.

     

    My
      opinions set forth below are subject to the qualification that enforceability
      of
      each of the respective obligations of the parties under the Agreements is
      subject to (i) general principles of equity, regardless of whether such
      enforceability is considered in a proceeding in equity or at law, (ii) the
      availability of equitable remedies, (iii) bankruptcy, insolvency,
      liquidation, receivership, moratorium, reorganization or other similar laws
      affecting the rights of creditors, (iv) implied or express covenants of
      good faith, and (v) limitations of public policy under applicable
      securities laws as to rights of indemnity and contribution thereunder. My
      opinions are subject to the further qualification that enforceability of each
      of
      the parties’ respective obligations under the Agreements is subject to the
      effect of certain laws, regulations and judicial or other decisions upon the
      availability and enforceability of the remedies of specific performance and
      self
      help. Capitalized terms used herein, but not defined herein, shall have the
      meanings assigned to them in the Agreements.

     

    
      
        
        

      

      
        1

        
          

        

      

      
        
        

      

    

     

    Based
      upon the foregoing, but subject to the assumptions, exceptions, qualifications
      and limitations herein expressed, I am of the opinion that:

     

    1. The
      Company is duly incorporated and validly existing as a corporation in good
      standing under the laws of the Commonwealth of Pennsylvania and has the
      requisite power to own its properties, to conduct its business as presently
      conducted by it and to enter into and perform its obligations under the
      respective Agreements to which it is a party.

     

    2. Each
      of
      the Agreements to which it is a party has been duly authorized, executed and
      delivered by the Company, and, assuming the authorization, execution and
      delivery by the other parties thereto (other than the Company), is the legal,
      valid and binding agreement of the Company, enforceable against it in accordance
      with its terms. 

     

    The
      opinions set forth herein are intended solely for the benefit of the addressees
      hereof in connection with the transactions contemplated herein and shall not
      be
      relied upon by any other person or for any other purpose without my prior
      written consent. Except for reproductions for inclusion in transcripts of the
      documentation relating to the transactions contemplated herein, this opinion
      may
      not be copied or otherwise reproduced or quoted from, in whole or in part,
      without my prior written consent.

     

    
      	 	 	 
	 	Very truly yours,
	 
 	 
 	 
 
	
            	By:  	
            
	 	 	
              

            
	 	Name:  	 
	 	Title:	 Corporate Counsel,
	 	 	 GMAC Mortgage Corporation
	 	
            
	 	 


    

     

    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    

     

    EXECUTION

    


     

    REGULATION
      AB COMPLIANCE ADDENDUM

    


    Dated
      as of January 1, 2006

    


    between

    


    GMAC
      MORTGAGE, LLC (successor in interest to GMAC MORTGAGE
      CORPORATION)

     

    and

    


    RWT
      HOLDINGS, INC.

    to
      the

    


    LOAN

    SERVICING
      AGREEMENT, 

    Dated
      as of February 1, 2004

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    REGULATION
      AB COMPLIANCE ADDENDUM (the “Reg AB Addendum”), dated as of January 1, 2006, by
      and between RWT Holdings, Inc. (the “Owner”) and GMAC Mortgage, LLC, a Delaware
      limited liability company, successor in interest to GMAC Mortgage Corporation,
      (the “Servicer”), to that certain Loan Servicing Agreement, dated as of February
      1, 2004, by and between the Owner and GMAC Mortgage Corporation (the “Existing
      Agreement”). The Servicer agrees to be bound by the Existing Agreement as if it
      was a party thereto on the date the same was executed. The Owner accepts the
      conversion of the Servicer from a Pennsylvania corporation to a Delaware limited
      liability company.

    


    WITNESSETH

    


    WHEREAS,
      the Owner and the Servicer have agreed to, subject to the terms and conditions
      of this Reg AB Addendum, adopt an addendum to the Existing Agreement to reflect
      the intention of the parties to comply with Regulation AB. The Existing
      Agreement shall be referred to herein as “the Agreement”.

    


    NOW,
      THEREFORE, in consideration of the mutual promises and mutual obligations set
      forth here, the Owner and the Servicer hereby agree as follows:

    


    ARTICLE
      I

     

    DEFINED
      TERMS

    


    Capitalized
      terms used but not otherwise defined herein shall have the meanings assigned
      to
      them in the Existing Agreement. The Existing Agreement is hereby amended by
      adding the following definitions in their proper alphabetical
      order:

    


    Commission:
      The United States Securities and Exchange Commission.

    


    Servicer
      Information: As defined in Section 2.07(a).

    


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

    


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

    


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

    


    Reconstitution:
      Any Securitization Transaction or Whole Loan Transfer.

    


    Reconstitution
      Agreement: An agreement or agreements entered into by the Servicer and the
      Owner
      and/or certain third parties in connection with a Reconstitution with respect
      to
      any or all of the Mortgage Loans serviced under the Agreement.

    


    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.

     

    
      
        
        

      

      
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          of 13

        
          

        

      

      
        
        

      

    

     

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

    


    Securitization
      Transaction: Any transaction involving either (1) a sale or other transfer
      of
      some or all of the 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 (2) an issuance of publicly offered or
      privately placed, rated or unrated securities, the payments on which are
      determined primarily by reference to one or more portfolios of residential
      mortgage loans consisting, in whole or in part, of some or all of the Mortgage
      Loans.

    


    Servicer:
      As defined in Section 2.03(c).

    


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

     

    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 the Agreement
      or any Reconstitution Agreement that are identified in Item 1122(d) of
      Regulation AB.

    


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

    


    ARTICLE
      II

     

    COMPLIANCE
      WITH REGULATION AB

    


    Section
      2.01. Intent
      of the Parties; Reasonableness.

    


    The
      Owner
      and the Servicer acknowledge and agree that the purpose of Article II of this
      Addendum is to facilitate compliance by the Owner and any Depositor with the
      provisions of Regulation AB and related rules and regulations of the
      Commission.

    


    Neither
      the Owner nor any Depositor shall exercise its right to request delivery of
      information or other performance under these provisions other than in good
      faith, or for purposes other than compliance with the Securities Act, the
      Exchange Act and the rules and regulations of the Commission thereunder (or
      the
      provision in a private offering of disclosure comparable to that required under
      the Securities Act). 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 and any Master Servicer to deliver to the Owner (including any of its
      assignees or designees), any Master Servicer 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 or 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.

     

    
      
        
        

      

      
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    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
      and by reasonably limiting such requests to information required, in the Owner’s
      reasonable judgment, to comply with Regulation AB.

    


    The
      Owner
      and the Servicer agree that the provisions set forth in Article II shall only
      apply to Securitization Transactions that close on or after January 1, 2006.
      However, delivery by the Servicer of an Attestation under Section 2.05 of this
      Reg AB Addendum shall be deemed to comply with the requirement under Section
      6.05 of the Existing Agreement to deliver an Annual Independent Public
      Accountants’ Servicing Report.

    


    In
      the
      event that (i) the Servicer does not reasonably believe that certain information
      requested under this Article II is required to be disclosed pursuant to
      Regulation AB, and (ii) the Servicer has not provided such information for
      any
      of its own securitizations, the Owner shall pay all reasonable documented costs
      incurred by the Servicer in connection with the preparation and delivery of
      such
      information and the Servicer shall promptly deliver such information after
      expiration of a reasonable period of time for establishing the necessary systems
      and procedures to produce such information.

    


    Section
      2.02. Additional
      Representations and Warranties of the Servicer.

    


    (a) The
      Servicer hereby represents to the Owner, any Master Servicer and any Depositor,
      as of the date on which information is first provided to the Owner, any Master
      Servicer or any Depositor under Section 2.03 that, except as disclosed in
      writing to the Owner, such Master Servicer or such Depositor prior to such
      date:
(i)
      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; (ii)
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; (iii) no
      material noncompliance
      with the applicable servicing criteria with respect to other securitizations
      of
      residential mortgage loans involving the Servicer as servicer
      has been
      disclosed or reported by the Servicer; (iv) no material
      changes to the Servicer’s policies or procedures with respect to the servicing
      function it will perform under the 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; (v) 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 the Agreement or any Reconstitution
      Agreement;
      (vi)
      there are no material
      legal or governmental proceedings pending (or known to be contemplated) against
      the Servicer or any Subservicer ;
      and
      (vii) 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.

     

    
      
        
        

      

      
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    (b) 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 or any Depositor under
      Section 2.03,
      the
      Servicer shall, within five Business Days following such request, confirm in
      writing the accuracy of the representations and warranties set forth in
      paragraph (a) of this Section 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.

    


    Section
      2.03. Information
      to Be Provided by the Servicer.

    


    In
      connection with any Securitization Transaction the Servicer shall (i) make
      best
      efforts within five Business Days, but no less than ten Business Days, following
      request by the Owner or any Depositor, provide to the Owner and such Depositor,
      to the extent not previously provided, (or 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 paragraphs (a),
      (b),
      (c) and (f) of this Section, and (ii) as promptly as practicable following
      notice to or discovery by the Servicer, provide to the Owner and any Depositor
      (in writing and in form and substance reasonably satisfactory to the Owner
      and
      such Depositor) the information specified in paragraph (d) of this
      Section.

    


    (a) 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
      Item 1108, 1117 and 1119 of Regulation AB. Such information shall include,
      at a
      minimum:

    


    (A) the
      Servicer’s form of organization;

     

    (B) a
      description of how long the Servicer has been servicing residential mortgage
      loans; a general discussion of the Servicer’s experience in servicing assets of
      any type as well as a more detailed discussion of the Servicer’s experience in,
      and procedures for, the servicing function it will perform under the 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:

     

    
      
        
        

      

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

     

    (2) the
      extent of outsourcing the Servicer utilizes;

    


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

    


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

    


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

     

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

     

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

     

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

     

    
      
        
        

      

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

    


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

    


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

    


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

    


    (J) a
      description of any affiliation or relationship between the Servicer and any
      of
      the following parties to a Securitization Transaction, as such parties are
      identified to the Servicer by the Purchaser 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.

    


    (b) for
      the
      purpose of satisfying reporting obligations 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 pending against 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 (D) of paragraph (a) of this Section (and any
      other parties identified in writing by the requesting party) with respect to
      any
      Securitization Transaction, (C) any Event of Default under the terms of the
      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 the Agreement or any Reconstitution
      Agreement and (ii) provide to the Owner and any Depositor a description of
      such
      proceedings, affiliations or relationships.

     

    
      
        
        

      

      
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    (c) As
      a
      condition to the succession to the Servicer or any Subservicer as servicer
      or
      subservicer under the 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, any Master Servicer and
      any Depositor, at least 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
      reporting obligations under Item 6.02 of Form 8-K with respect to any class
      of
      asset-backed securities.

    


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

    


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

    


    (ii) information
      regarding any material pool asset changes (such as, additions substitutions
      or
      repurchases (Item 1121 (a) (14) of Regulation AB).

    


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

    


    Section
      2.04. Servicer
      Compliance Statement.

    


    On
      or
      before March 15 of each calendar year, commencing in 2007, the Servicer shall
      deliver to the Owner, any Depositor and any Master Servicer a statement of
      compliance addressed to the Owner ,such Depositor and such Master Servicer
      and
      signed by an authorized officer of the Servicer, to the effect that (i) a review
      of the Servicer’s activities during the immediately preceding calendar year (or
      applicable portion thereof) and of its performance under the Agreement and
      any
      applicable Reconstitution Agreement during such period has been made under
      such
      officer’s supervision, and (ii) to the best of such officers’ knowledge, based
      on such review, the Servicer has fulfilled all of its obligations under the
      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
      2.05. Report
      on Assessment of Compliance and Attestation.

    


    (a) On
      or
      before March 15 of each calendar year, commencing in 2007, the Servicer
      shall:

    


    (i) deliver
      to the Owner ,any Depositor and any Master Servicer a report (in form and
      substance reasonably satisfactory to the Owner, such Depositor and such Master
      Servicer) 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 Depositor, and such Master Servicer
      and signed by an authorized officer of the Servicer, and shall address each
      of
      the applicable Servicing Criteria specified on of Exhibit B hereto (wherein
      “Investor” shall mean the Master Servicer on behalf of the trust);

    


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

    


    (iii) cause
      each Subservicer, and each Subcontractor determined by the Servicer pursuant
      to
      Section 2.06(b) to be “participating in the servicing function” within the
      meaning of Item 1122 of Regulation AB, to deliver to the Owner, any Depositor
      and any Master Servicer an assessment of compliance and accountants’ attestation
      as and when provided in paragraphs (a) and (b) of this Section; and

    


    (iv) deliver,
      and cause each Subservicer and Subcontractor described in Clause (iii) to
      deliver, to the Owner, any Depositor, any Master Servicer 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 A.

    


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

     

    
      
        
        

      

      
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    (b) Each
      assessment of compliance provided by a Subservicer pursuant to Section
      2.05(a)(iii) shall address each of the applicable Servicing Criteria specified
      on Exhibit B hereto 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 2.05(a)(iii) need not address
      any elements of the Servicing Criteria other than those specified by the
      Servicer pursuant to Section 2.06.

    


    Section
      2.06. 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 as servicer under the Agreement
      or any Reconstitution Agreement unless the Servicer complies with the provisions
      of paragraph (a) of this Section. 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 as servicer under the Agreement or any
      Reconstitution Agreement unless the Servicer complies with the provisions of
      paragraph (b) of this Section.

    


    (a) It
      shall
      not be necessary for the Servicer to seek the consent of the Owner, any
      Depositor or any Master Servicer 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 and with Sections 2.02, 2.03(c) and (e), (f) and
      (g),
      2.04, 2.05 and 2.07 of this Addendum to the same extent as if such Subservicer
      were the Servicer, and to provide the information required with respect to
      such
      Subservicer under Section 2.03(d) of this Addendum. 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 2.04, any assessment of compliance and attestation
      and
      other certification required to be delivered by such Subservicer under Section
      2.05 and any certification required to be delivered to the Person that will
      be
      responsible for signing the Sarbanes Certification under Section 2.05 as and
      when required to be delivered.

    


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

    


    As
      a
      condition to the utilization of any Subcontractor determined to be
“participating in the servicing function” within the meaning of Item 1122 of
      Regulation AB, the Servicer shall cause any such Subcontractor used by the
      Servicer (or by any Subservicer) for the benefit of the Owner and any Depositor
      to comply with the provisions of Sections 2.05 and 2.07 of this Addendum to
      the
      same extent as if such Subcontractor were the Servicer. The Servicer shall
      be
      responsible for obtaining from each Subcontractor and delivering to the Owner
      and any Depositor any assessment of compliance and attestation and the other
      certifications required to be delivered by such Subcontractor under Section
      2.05, in each case as and when required to be delivered.

     

    
      
        
        

      

      
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    Section
      2.07. Indemnification;
      Remedies.
      

    


    (a) The
      Servicer
      shall
      indemnify the Owner, each affiliate of the Owner, and each of the following
      parties participating
      in a Securitization Transaction (and each shall be an “Owner Indemnified
      Party”): each
      sponsor and issuing entity; each Person (including, but not limited to, any
      Master Servicer if applicable) responsible for the preparation, execution or
      filing of any report required to be filed with the Commission with respect
      to
      such Securitization Transaction, or for execution of a certification pursuant
      to
      Rule 13a-14(d) or Rule 15d-14(d) under the Exchange Act with respect to such
      Securitization Transaction; each broker dealer acting as underwriter, placement
      agent or initial 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, agents and
      affiliates of each of the foregoing and of the Depositor, and shall hold each
      of
      them harmless from and against any claims, losses, damages, penalties, fines,
      forfeitures, legal fees and expenses and related costs, judgments, and any
      other
      costs, fees and expenses that any of them may sustain arising out of or based
      upon:

    


    (i)(A) any
      untrue statement of a material fact contained or alleged to be contained in
      any
      information, report, certification, data, accountants’ letter or other
      material
      provided
under
      this Article II by
      or on
      behalf of the Servicer,
      or provided under this Article II 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 Article II, 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 this Article II, including any failure
      by
      the Servicer to identify pursuant to Section 2.06(b) any Subcontractor
“participating in the servicing function” within the meaning of Item 1122 of
      Regulation AB; 

     

    
      
        
        

      

      
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    (iii) any
      breach by the Servicer of a representation or warranty set forth in Section
      2.02(a) or in a writing furnished pursuant to Section 2.02(b) and made as of
      a
      date prior to the closing date of the related Securitization Transaction, to
      the
      extent that such breach is not cured by such closing date, or any breach by
      the
      Servicer of a representation or warranty in a writing furnished pursuant to
      Section 2.02(b) to the extent made as of a date subsequent to such closing
      date;


    


    provided,
      however, that in no event shall the Servicer be liable for any consequential,
      indirect or punitive damages, whatsoever, whether in contract, tort (including
      negligence and strict liability) or an other legal or equitable principle;
      provided, however, that such limitation shall not be applicable with respect
      to
      third party claims made against the Owner.

    


    (b)
       The
      Owner
      shall indemnify the Servicer, each Person who controls 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, agents
      and
      affiliates of each of the foregoing (each, a “Servicer Indemnified Party), and
      shall hold each of them harmless from and against any losses, damages,
      penalties, fines, forfeitures, reasonable legal fees and expenses and related
      costs, judgments, and any other costs, fees and expenses that nay of them may
      sustain arising out of or based upon any untrue statement contained or alleged
      to be contained in any filing with the Commission or the omission or alleged
      omission to state in any filing with the Commission a material fact required
      to
      be stated or necessary to be stated in order to make the statement therein,
      in
      the light of the circumstances under which they were made, not misleading,
      in
      each case to the extent, but only to the extent, that such untrue statement,
      alleged untrue statement, omission, or alleged omission arose out of or was
      based upon any information or statement, other than the Servicer Information,
      in
      a filing with the Commission. 

    


    (c) 
(i)
      The
      indemnification provided for in Sections 2.07(a) and (b) shall survive the
      termination of this Reg AB Addendum or any party to this Reg AB
      Addendum.

    


      
      (ii) If the indemnification provided for in Section 2.07(a) is unavailable
      or
      insufficient to hold harmless an Owner Indemnified Party, then the Servicer
      agrees that is shall contribute to the amount paid or payable by such Owner
      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 Owner Indemnified Party on the one hand
      and
      the Servicer on the other. 

    


      
      (iii) In the case of any failure of performance described in clause (a)(ii)
      of
      this Section, 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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    (d)  
(i) 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 this Article II, including any failure
      to
      identify pursuant to Section 2.06(b) any Subcontractor “participating in the
      servicing function” within the meaning of Item 1122 of Regulation AB, or any
      breach by the Servicer of a representation or warranty set forth in Section
      2.02(a) or in a writing furnished pursuant to Section 2.02(b) and made as of
      a
      date prior to the closing date of the related Securitization Transaction, to
      the
      extent that such breach is not cured by such closing date, or any breach by
      the
      Servicer of a representation or warranty in a writing furnished pursuant to
      Section 2.02(b) to the extent made as of a date subsequent to such closing
      date,
      shall immediately and automatically, without notice or grace period, constitute
      an Event of Default with respect to the Servicer under the Agreement and any
      applicable Reconstitution Agreement, and shall entitle the Owner, or any
      Depositor, as applicable, in its sole discretion to terminate the rights and
      obligations of the Servicer as servicer under the Agreement and/or any
      applicable Reconstitution Agreement without payment (notwithstanding anything
      in
      the Agreement or any applicable Reconstitution Agreement to the contrary) of
      any
      compensation to the Servicer (and if the Servicer is servicing any of the
      Mortgage Loans in a Securitization Transaction, appoint a successor servicer
      reasonably acceptable to any Master Servicer for such Securitization
      Transaction); provided
      that to
      the extent that any provision of the Agreement and/or any applicable
      Reconstitution Agreement expressly provides for the survival of certain rights
      or obligations following termination of the Servicer as servicer, such provision
      shall be given effect. Neither the Owner, any Master Servicer nor any Depositor
      shall be entitled to terminate the rights and obligations of the Servicer
      pursuant to this subparagraph (d)(i) 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.

     

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

    


    2.08.
      Interpretation.

    


    To
      the
      extent any provision or requirement of this Reg AB Addendum conflicts with
      a
      provision or requirement of the Agreement, the terms of this Addendum shall
      govern and shall be deemed to supercede the conflicting provision or requirement
      of the Agreement.

    


    
      
        
        

      

      
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    2.09
      Third
      Party Beneficiary

    


    For
      purposes of this Article II, the Master Servicer shall be considered a
      third-party beneficiary of the Reg AB Addendum, entitled to all the rights
      and
      benefits hereof as if it were a direct party to this Reg AB
      Addendum.

    


    2.10
      Counterparts.

    


    This
      Reg
      AB may be executed in one or more counterparts and by different parties hereto
      on separate counterparts, and each of which, when so executed shall constitute
      one and the same agreement.

    


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

    


    
      	 	 	 
	 	RWT
              HOLDINGS,
              INC.. 
	 
 	 
 	 
 
	
            	By:  	
            
	 	 	
              

            
	 	Name:	 
	 	Title:	 


    

    

      
        	 	 	 
	 	GMAC
                MORTGAGE ,
                LLC
	 
 	 
 	 
 
	
              	By:  	
              
	 	 	
                

              
	 	Name:	 
	 	Title:	 


      

       

    

    
      
        
        

      

      
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    EXHIBIT
      A

     

    FORM
      OF ANNUAL CERTIFICATION

     

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

     

    I,
      ________________________________, the _______________________ of [NAME OF
      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 as servicer
      under the Agreement, and based on my knowledge and the compliance review
      conducted in preparing the Compliance Statement and except as disclosed in
      the
      Compliance Statement, the Servicing Assessment or the Attestation Report, the
      Servicer has fulfilled its obligations under the Agreement in all material
      respects; and

     

    
      
        
        

      

      
        A-1

        
          

        

      

      
        
        

      

    

    
       

      (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 any Subservicer and Subcontractor pursuant
        to
        the Agreement, have been provided to the [Depositor] [Master Servicer]. Any
        material instances of noncompliance described in such reports have been
        disclosed to the [Depositor] [Master Servicer]. Any material instance of
        noncompliance with the Servicing Criteria has been disclosed in such
        reports.



    Date: _________________________

     

     

    By:

     

    Name:
       ________________________________
      

     

    Title:
       ________________________________

    


     

    
      
        
        

      

      
        A-2

        
          

        

      

      
        
        

      

    

     

    EXHIBIT
      B

     

    SERVICING
      CRITERIA TO BE ADDRESSED IN ASSESSMENT OF COMPLIANCE

     

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

    


    
      	
              SERVICING
                CRITERIA 

            	 	
              APPLICABLE
                SERVICING CRITERIA

            
	
              Reference

            	 	
              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.

            	 	
              ü

            
	 	 	 	 	 
	
              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.

            	 	
              
                ü

              

            
	 	 	 	 	 
	
              1122(d)(1)(iii)

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

            	 	 
	 	 	 	 	 
	
              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.

            	 	
              
                ü

              

            
	 	 	 	 	 
	
               

            	 	
              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.

            	 	
              
                ü

              

            
	 	 	 	 	 
	
              1122(d)(2)(ii)

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

            	 	
              
                ü

              

            
	 	 	 	 	 
	
              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.

            	 	
              
                ü

              

            
	 	 	 	 	 
	
              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.

            	 	
              
                ü

              

            
	 	 	 	 	 
	
              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.

            	 	
              
                ü

              

            
	 	 	 	 	 
	
              1122(d)(2)(vi)

            	 	
              Unissued
                checks are safeguarded so as to prevent unauthorized
                access.

            	 	
              
                ü

              

            
	 	 	 	 	 
	
              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.

            	 	
              
                ü

              

            


    

     

    
      
        
        

      

      
        B-1

        
          

        

      

      
        
        

      

    

     

    
      	
              SERVICING
                CRITERIA 

            	 	
              APPLICABLE
                SERVICING CRITERIA

            
	
              Reference

            	 	
              Criteria

            	 


    

    
      	
               

            	 	
              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.

            	 	
              
                ü

              

            
	 	 	 	 	 
	
              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.

            	 	
              
                ü

              

            
	 	 	 	 	 
	
              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.

            	 	
              
                ü

              

            
	 	 	 	 	 
	
              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.

            	 	
              
                ü

              

            
	 	 	 	 	 
	
               

            	 	
              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.

            	 	
              
                ü

              

            
	 	 	 	 	 
	
              1122(d)(4)(ii)

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

            	 	
              
                ü

              

            
	 	 	 	 	 
	
              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.

            	 	
              
                ü

              

            
	 	 	 	 	 
	
              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.

            	 	
              
                ü

              

            
	 	 	 	 	 
	
              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.

            	 	
              
                ü

              

            
	 	 	 	 	 
	
              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.

            	 	
              
                ü

              

            
	 	 	 	 	 
	
              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.

            	 	
              
                ü

              

            
	 	 	 	 	 
	
              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).

            	 	
              
                ü

              

            
	 	 	 	 	 
	
              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.

            	 	
              
                ü

              

            


    

     

    
      
        
        

      

      
        B-2

        
          

        

      

      
        
        

      

    

     

    
      	
              SERVICING
                CRITERIA 

            	 	
              APPLICABLE
                SERVICING CRITERIA

            
	
              Reference

            	 	
              Criteria

            	 


    

    
      	 	 	 	 	 
	
              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.

            	 	
              
                ü

              

            
	 	 	 	 	 
	
              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.

            	 	
              
                ü

              

            
	 	 	 	 	 
	
              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.

            	 	
              
                ü

              

            
	 	 	 	 	 
	
              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.

            	 	
              
                ü

              

            
	 	 	 	 	 
	
              1122(d)(4)(xiv)

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

            	 	
              
                ü

              

            
	 	 	 	 	 
	
              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.

            	 	 


    

    
       

    

    
      
        
        

      

      
        B-3

        
          

        

      

      
        
        

      

    

     

    GMAC
      - SEQUOIA TO TRUSTEE

    


    ASSIGNMENT,
      ASSUMPTION AND RECOGNITION AGREEMENT

    


    For

    


    Loan
      Servicing Agreement

    


    THIS
      ASSIGNMENT, ASSUMPTION AND RECOGNITION AGREEMENT, dated as of July 27, 2007,
      is
      entered into among Sequoia Residential Funding, Inc. (the “Assignor”), GMAC
      Mortgage, LLC (successor in interest to GMAC Mortgage Corporation), as the
      servicer (the “Servicer”), and HSBC Bank USA, National Association (“HSBC Bank”)
      as Trustee under a Pooling and Servicing Agreement dated as of July 1, 2007
      (the
“Pooling and Servicing Agreement”), among the Assignor, as Depositor, HSBC Bank
      (in such Trustee capacity, the “Assignee”) and Wells Fargo Bank, N. A., as
      Master Servicer and Securities Administrator.

     

    RECITALS

     

    WHEREAS,
      RWT Holdings, Inc. (“RWT Holdings”) and the Servicer have entered into a certain
      Loan Servicing Agreement, dated as of February 1, 2004 (the “Loan Servicing
      Agreement”), as modified by the Regulation AB Compliance Addendum dated as of
      January 1, 2006 (the “Reg AB Compliance Addendum,” and together with the Loan
      Servicing Agreement, the “Loan Servicing Agreement”), and the Servicer is
      currently servicing certain mortgage loans (the “Mortgage Loans”) under the Loan
      Servicing Agreement; and

     

    WHEREAS,
      RWT has previously sold, assigned and transferred all of its right, title and
      interest in certain of the Mortgage Loans (the “Specified Mortgage Loans”) which
      are listed on the mortgage loan schedule attached as Exhibit
      I
      hereto
      (the “Specified Mortgage Loan Schedule”) and its rights under the Loan Servicing
      Agreement with respect to the Specified Mortgage Loans to Assignor;
      and

     

    WHEREAS,
      the Assignor has agreed to sell, assign and transfer to Assignee all of its
      right, title and interest in the Specified Mortgage Loans and its right under
      the Loan Servicing Agreement with respect to the Specified Mortgage Loans;
      and

     

    WHEREAS,
      the parties hereto have agreed that the Specified Mortgage Loans shall be
      subject to the terms of this Assignment.

     

    NOW,
      THEREFORE, in consideration of the mutual promises contained herein and other
      good and valuable consideration (the receipt and sufficiency of which are hereby
      acknowledged), the parties agree as follows:

     

    1. Assignment
      and Assumption.

     

    (a) Effective
      on and as of the date hereof, the Assignor hereby pledges, assigns and transfers
      to Assignee all of its right, title and interest in the Specified Mortgage
      Loans
      as to servicing and all of its rights (but none of the Owner’s obligations)
      provided under the Loan Servicing Agreement to the extent relating to the
      Specified Mortgage Loans, the Assignee hereby accepts such assignment from
      the
      Assignor, and the Servicer hereby acknowledges such assignment and
      assumption.

     

    
      
        
        

      

      
        4

        
          

        

      

      
        
        

      

    


    (b) Effective
      on and as of the date hereof, the Assignor represents and warrants to the
      Assignee that the Assignor has not taken any action that would serve to impair
      or encumber the Assignee’s interest in the Specified Mortgage Loans since the
      date of the Assignor’s acquisition of the Specified Mortgage Loans.

     

    2. Recognition
      of the Assignee.

     

    From
      and
      after the date hereof, the Servicer shall recognize the Assignee as the holder
      of the rights and benefits of the Owner with respect to the Specified Mortgage
      Loans and the Servicer will service the Specified Mortgage Loans for the
      Assignee as if the Assignee and the Servicer had entered into a separate
      servicing agreement for the servicing of the Specified Mortgage Loans in the
      form of the Loan Servicing Agreement (as modified by Appendix A hereto) (the
      “Successor LSA”) with the Assignee as the Owner thereunder, which Successor LSA
      is incorporated in and made a part of this Assignment. It is the intention
      of
      the parties hereto that the Successor LSA will be treated as a separate and
      distinct servicing agreement between the parties hereto to the extent of the
      Specified Mortgage Loans and shall be binding upon and for the benefit of the
      respective successors and assigns of the parties hereto.

     

    
      	
              3.

            	
              Assignor’s
                Continuing Rights and Responsibilities.

            


    

     

    Notwithstanding
      Sections 1 and 2 above, the parties hereto agree that Assignor rather than
      Assignee shall have the ongoing rights and responsibilities of the Owner under
      the following sections of the Loan Servicing Agreement:

     

    
      	
              Section

            	 	
              Matter

            
	 	 	 
	
              4.01,
                3rd

            	 	
              (a) Standards
                of Servicer.

            
	 	 	 
	
              4.02

            	 	
              (b)
                Liquidation of Mortgage Loans; Servicing Advances and
                Foreclosure.

            
	 	 	 
	
              4.14,
                1st,
                2nd
                and
                6th’s

            	 	
              (c)
                Title, Management and Disposition of REO Property.

            
	 	 	 
	
              6.06

            	 	
              (d) Owner’s
                Right to Examine Servicer Records.

            
	 	 	 
	
              7.01

            	 	
              (e) The
                Servicer Shall Provide Access and Information as Reasonably
                Required.

            
	 	 	 
	
              7.02,
                2nd

            	 	
              (f)
                Financial Statements.

            
	 	 	 
	
              8.01

            	 	
              (g) Indemnification;
                Third-Party Claims.

            
	 	 	 
	
              2.07
                of Reg AB Compliance Addendum

            	 	
              (h)
                Indemnification; Remedies.

            
	 	 	 
	
              8.02

            	 	
              (i) Limitation
                on Liability.

            
	 	 	 
	
              11.04

            	 	
              (j) No
                Solicitations. 

            
	 	 	 
	
              11.11

            	 	
              (k) Successor
                and Assigns.

            


    

     

    
      
        
        

      

      
        5

        
          

        

      

      
        
        

      

    

     

    In
      addition, the Servicer agrees to furnish to Assignor and the Master Servicer
      copies of reports, notices, statements and other communications required to
      be
      delivered by the Servicer pursuant to any of the sections of the Loan Servicing
      Agreement referred to above and under the following sections, at the times
      therein specified:

     

    
      	
              Section

            	 	 
	 	 	 
	
              4.09

            	 	
              (a)
                Transfer of Accounts.

            
	 	 	 
	
              4.14,
                5th
                and 

              6th’s

            	 	
              (b) Title,
                Management and Disposition of REO Property.

            
	 	 	 
	
              5.02

            	 	
              (c) Statements
                to Owner.

            
	 	 	 
	
              5.03

            	 	
              (d) P&I
                Advances by the Servicer.

            
	 	 	 
	
              2.03
                of Reg AB Compliance Addendum

            	 	
              (e)
                Information to Be Provided by the Servicer.

            
	 	 	 
	
              2.04
                of Reg AB Compliance Addendum

            	 	
              (f)
                Servicer Compliance Statement

            
	 	 	 
	
              2.05
                of Reg AB Compliance Addendum

            	 	
              (g)
                Report on Assessment of Compliance and
                Attestation

            


    

     

    
      	 	
              4.

            	
              Successor
                LSA.

            


    

     

    The
      Successor LSA includes the Loan Servicing Agreement as modified by Appendix
      A
      hereto and is made a part of this Assignment.

     

    
      	
              5.

            	
              Representations
                and Warranties.

            


    

     

    (a) Each
      of
      the parties hereto represents and warrants that it is duly and legally
      authorized to enter into this Assignment.

     

    
      
        
        

      

      
        6

        
          

        

      

      
        
        

      

    

     

    (b) Each
      of
      the parties hereto represents and warrants that this Assignment has been duly
      authorized, executed and delivered by it and (assuming due authorization,
      execution and delivery thereof by each of the other parties hereto) constitutes
      its legal, valid and binding obligation, enforceable against it in accordance
      with its terms, except as such enforcement may be limited by bankruptcy,
      insolvency, reorganization or other similar laws affecting the enforcement
      of
      creditors’ rights generally and by general equitable principles (regardless of
      whether such enforcement is considered in a proceeding in equity or at
      law).

     

    
      	
              6.

            	
              Continuing
                Effect.

            


    

     

    Except
      as
      contemplated hereby, the Loan Servicing Agreement shall remain in full force
      and
      effect in accordance with its terms.

     

    
      	
              7.

            	
              Governing
                Law.

            


    

     

    This
      Assignment and the rights and obligations hereunder shall be governed by and
      construed in accordance with the internal laws of the Commonwealth of
      Pennsylvania.

     

    
      	
              8.

            	
              Notices.

            


    

     

    Any
      notices or other communications permitted or required under the Loan Servicing
      Agreement to be made to the Assignor and the Assignee shall be made in
      accordance with the terms of the Loan Servicing Agreement and shall be sent
      to
      the Assignor and the Assignee as follows:

     

    Sequoia
      Residential Funding, Inc.

    One
      Belvedere Place, Suite 330

    Mill
      Valley, CA 94941

    


    HSBC
      Bank
      USA, National Association

    452
      Fifth
      Avenue

    New
      York,
      NY 10018

    Attn:
      Corporate Trust & Loan Agency

     

    or
      to
      such other address as may hereafter be furnished by the Assignor or the Assignee
      to the other parties in accordance with the provisions of the Loan Servicing
      Agreement.

     

    
      	
              9.

            	
              Counterparts.

            


    

     

    This
      Assignment may be executed in counterparts, each of which when so executed
      shall
      be deemed to be an original and all of which when taken together shall
      constitute one and the same instrument.

     

    
      
        
        

      

      
        7

        
          

        

      

      
        
        

      

    

     

    
      	
              10.

            	
              Definitions.

            


    

     

    Any
      capitalized term used but not defined in this Assignment has the same meaning
      as
      in the Loan Servicing Agreement.

     

    
      	
              11.

            	
              Master
                Servicer.

            


    

     

    The
      Servicer hereby acknowledges that the Assignee has appointed Wells Fargo Bank,
      N. A. (the “Master Servicer”) to act as master servicer and securities
      administrator under the Pooling and Servicing Agreement and hereby agrees to
      treat all inquiries, instructions, authorizations and other communications
      from
      the Master Servicer as if the same had been received from the Trustee. The
      Master Servicer, acting on behalf of the Assignee, shall have the rights of
      the
      Assignee as the Owner under the Successor LSA to enforce the obligations of
      the
      Servicer thereunder. Any notices or other communications permitted or required
      under the Loan Servicing Agreement to be made to the Assignee shall be made
      in
      accordance with the terms of the Loan Servicing Agreement and shall be sent
      to
      the Master Servicer at the following address:

     

    Wells
      Fargo Bank, N. A.

    P.O.
      Box
      98

    Columbia,
      Maryland 21046 

    (or,
      for
      overnight deliveries, 9062 Old Annapolis Road, Columbia, Maryland
      21045)

    Attention:
      Sequoia Mortgage Trust 2007-3

    


    or
      to
      such other address as may hereafter be furnished by the Master Servicer to
      Servicer. Any such notices or other communications permitted or required under
      the Loan Servicing Agreement may be delivered in electronic format unless manual
      signature is required in which case a hard copy of such report or communication
      shall be required.

     

    The
      Servicer further acknowledges that the Assignor has engaged the Master Servicer
      to provide certain default administration and that the Master Servicer, acting
      as agent of the Assignor, may exercise any of the rights of the Owner retained
      by the Assignor in Section 3 above.

    


    The
      Servicer shall make all distributions under the Successor LSA, as they relate
      to
      the Specified Mortgage Loans, to the Master Servicer by wire transfer of
      immediately funds to:

    


    Wells
      Fargo Bank, NA

    San
      Francisco, CA

    ABA#
      121-000-248

    Acct#
      3970771416

    Acct
      Name: SAS Clearing

    FFC:
      53164600

    


     

    [remainder
      of page intentionally left blank]

     

    
      
        
        

      

      
        8

        
          

        

      

      
        
        

      

    


    IN
      WITNESS WHEREOF, the parties hereto have executed this Assignment the day and
      year first above written.

     

    
      	 	 	 
	 	
              SEQUOIA
                RESIDENTIAL FUNDING, INC.

            
	 
 	 
 	 
 
	
            	By:  	
            
	 	
              

            
	 	Name:	
            
	 	 	
              

            
	 	Title:	 
	 	 	
              

            


    

     

    
      	 	 	 
	 	
              HSBC
                BANK USA, NATIONAL ASSOCIATION

            
	 
 	 
 	 
 
	
            	By:  	
            
	 	
              

            
	 	Name:	
            
	 	 	
              

            
	 	Title:	 
	 	 	
              

            


    

     

    
      	 	 	 
	 	SERVICER:
	 	 
	 	GMAC MORTGAGE, LLC
	 
 	 
 	 
 
	
            	By:  	
            
	 	
              

            
	 	Name:	
            
	 	 	
              

            
	 	Title:	 
	 	 	
              

            


    

     

    
      
        
        

      

      
        9

        
          

        

      

      
        
        

      

       

    

    EXHIBIT
      I

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    APPENDIX
      A

     

    LOAN
      SERVICING AGREEMENT

    


    1. The
      definition of “Business Day” is hereby revised to read as follows:

     

    
      	 	
              “Business
                Day”: Any day other than (i) a Saturday or Sunday, (ii) a day on which
                banking or savings and loan institutions in the Commonwealth of
                Pennsylvania or the States of California, Iowa, Connecticut, Maryland
                or
                Minnesota are authorized or obligated by law or executive order to
                be
                closed, or (iii) a day that is a company holiday at the location
                of the
                main offices of either Owner or
                Servicer.

            


    

    


    
      	
              2.

            	
              Section
                4.04, first sentence of the last paragraph is revised to read as
                follows:

            


    

    


    “The
      Servicer may invest the funds in the Custodial Account in Eligible Investments
      designated in the name of the Servicer or its nominee, and held in trust for
      HSBC Bank USA, National Association, as Trustee, under the Pooling and Servicing
      Agreement dated May 1, 2007, which shall mature not later than the Business
      Day
      next preceding the Remittance Date next following the date of such investment
      (except that (i) any investment in the institution with which the Custodial
      Account is maintained may mature on such Remittance Date and (ii) any other
      investment may mature on such Remittance Date if the Servicer shall advance
      funds on such Remittance Date, pending receipt thereof to the extent necessary
      to make distributions to the Owner) and shall not be sold or disposed of prior
      to maturity.”

    


    
      	
              3.

            	
              Section
                5.02 of the Loan Servicing Agreement is hereby revised by replacing
                the
                first paragraph thereof with the
                following:

            


    

    


    “Not
      later than the tenth (10th)
      calendar day of each month, the Servicer shall deliver to the Owner a monthly
      remittance statement in the current reporting format mutually agreed to by
      the
      Servicer and the Master Servicer and containing the data in Exhibit 1 attached
      hereto or other mutually agreeable data. In addition, and if readily available,
      the Servicer agrees to provide to the Master Servicer any other data with
      respect to the Mortgage Loans as may reasonably be required to enable the Master
      Servicer to perform its obligations under the Pooling and Servicing Agreement.
      The Servicer may negotiate with the Owner for a reasonable fee, payable to
      the
      Servicer by the Owner, for providing such other data, unless (i) the Servicer
      is
      required to supply such report or information pursuant to any other section
      of
      this Agreement, or (ii) the report or information has been requested in
      connection with Internal Revenue Service requirements.”

     

    
      	
              4.

            	
              Section
                9.01 of the Loan Servicing Agreement is hereby revised by adding
                a
                sentence at the end to read as
                follows:

            


    

    


    “Notwithstanding
      anything to the contrary in this Section or any other Section of this Agreement,
      in the event the defaulting party is the Owner, the Servicer shall not be
      entitled to terminate the rights of the Owner hereunder or to terminate the
      Servicer’s obligation to service the Mortgage Loans in accordance with this
      Agreement.”

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      	
              5.

            	
              Section
                10.02(b) of the Loan Servicing Agreement is hereby deleted in its
                entirety.

            


    

    


    
      	
              6.

            	
              Notwithstanding
                anything to the contrary in the Loan Servicing Agreement, any Custodial
                Account established by the Servicer pursuant to Section 4.04 of the
                Loan
                Servicing Agreement shall qualify as an Eligible Account as defined
                in the
                Pooling and Servicing Agreement.

            


    

    


    
      	
              7.

            	
              Notwithstanding
                anything to the contrary in the Loan Servicing Agreement, the definition
                of Eligible Investments is hereby deleted in its entirety and replaced
                by
                the definition of Permitted Investments from the Pooling and Servicing
                Agreement.

            


    

    


    
      	
              8.

            	
              Section
                2.03(b) of the Reg AB Compliance Addendum is hereby deleted in its
                entirety and replaced with the following (changes are in
                italics):

            


    

    


    “ (b) for
      the
      purpose of satisfying reporting obligations 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 (J)
      of
      paragraph (a) of this Section (and any other parties identified in writing
      by
      the requesting party) with respect to any Securitization Transaction, (C) any
      Event of Default under the terms of the 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 the Agreement or any Reconstitution Agreement and (ii) provide
      to the Owner and any Depositor a description of such proceedings, affiliations
      or relationships.”

    


    9. The
      second sentence of Section 2.06(b) of the Reg AB Compliance Addendum is deleted
      and replaced in its entirety by the following (changes in italics):

    


    “The
      Servicer shall promptly upon request provide to the Owner, 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,
      the
      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.”

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    EXHIBIT
      1

     

    
      	
              FORM
                OF MONTHLY REPORTS

            	 	
              Standard
                Loan Level File Layout - Master Servicing

            	 	
               

            	 	
               

            	 	
               

            
	 	 	 	 	
               

            	 	
               

            	 	
               

            
	
              Exhibit
                : 
                Layout

            	 	 	 	
               

            	 	
               

            	 	
               

            
	
              Column
                Name

            	 	
              Description

            	 	
              Decimal

            	 	
              Format
                Comment

            	 	
              Max
                Size

            
	
              Each
                file requires the following fields:

            	 	
               

            	 	
               

            	 	
               

            
	
              SER_INVESTOR_NBR

            	 	
              A
                value assigned by the Servicer to define a group of loans.

            	 	
               

            	 	
              Text
                up to 20 digits

            	 	
              20

            
	
              LOAN_NBR

            	 	
              A
                unique identifier assigned to each loan by the investor.

            	 	
               

            	 	
              Text
                up to 10 digits

            	 	
              10

            
	
              SERVICER_LOAN_NBR

            	 	
              A
                unique number assigned to a loan by the Servicer. This may be different
                than the LOAN_NBR.

            	 	
               

            	 	
              Text
                up to 10 digits

            	 	
              10

            
	
              SCHED_PAY_AMT

            	 	
              Scheduled
                monthly principal and scheduled interest payment that a borrower
                is
                expected to pay, P&I constant.

            	 	
              2

            	 	
              No
                commas(,) or dollar signs ($)

            	 	
              11

            
	
              NOTE_INT_RATE

            	 	
              The
                loan interest rate as reported by the Servicer.

            	 	
              4

            	 	
              Max
                length of 6

            	 	
              6

            
	
              NET_INT_RATE

            	 	
              The
                loan gross interest rate less the service fee rate as reported by
                the
                Servicer.

            	 	
              4

            	 	
              Max
                length of 6

            	 	
              6

            
	
              SERV_FEE_RATE

            	 	
              The
                servicer's fee rate for a loan as reported by the Servicer.
                

            	 	
              4

            	 	
              Max
                length of 6

            	 	
              6

            
	
              SERV_FEE_AMT

            	 	
              The
                servicer's fee amount for a loan as reported by the Servicer.
                

            	 	
              2

            	 	
              No
                commas(,) or dollar signs ($)

            	 	
              11

            
	
              NEW_PAY_AMT

            	 	
              The
                new loan payment amount as reported by the Servicer. 

            	 	
              2

            	 	
              No
                commas(,) or dollar signs ($)

            	 	
              11

            
	
              NEW_LOAN_RATE

            	 	
              The
                new loan rate as reported by the Servicer. 

            	 	
              4

            	 	
              Max
                length of 6

            	 	
              6

            
	
              ARM_INDEX_RATE

            	 	
              The
                index the Servicer is using to calculate a forecasted
                rate.

            	 	
              4

            	 	
              Max
                length of 6

            	 	
              6

            
	
              ACTL_BEG_PRIN_BAL

            	 	
              The
                borrower's actual principal balance at the beginning of the processing
                cycle.

            	 	
              2

            	 	
              No
                commas(,) or dollar signs ($)

            	 	
              11

            
	
              ACTL_END_PRIN_BAL

            	 	
              The
                borrower's actual principal balance at the end of the processing
                cycle.

            	 	
              2

            	 	
              No
                commas(,) or dollar signs ($)

            	 	
              11

            
	
              BORR_NEXT_PAY_DUE_DATE

            	 	
              The
                date at the end of processing cycle that the borrower's next payment
                is
                due to the Servicer, as reported by Servicer.

            	 	
               

            	 	
              MM/DD/YYYY

            	 	
              10

            
	
              SERV_CURT_AMT_1

            	 	
              The
                first curtailment amount to be applied.

            	 	
              2

            	 	
              No
                commas(,) or dollar signs ($)

            	 	
              11

            
	
              SERV_CURT_DATE_1

            	 	
              The
                curtailment date associated with the first curtailment amount.
                

            	 	
               

            	 	
              MM/DD/YYYY

            	 	
              10

            
	
              CURT_ADJ_
                AMT_1

            	 	
              The
                curtailment interest on the first curtailment amount, if
                applicable.

            	 	
              2

            	 	
              No
                commas(,) or dollar signs ($)

            	 	
              11

            
	
              SERV_CURT_AMT_2

            	 	
              The
                second curtailment amount to be applied.

            	 	
              2

            	 	
              No
                commas(,) or dollar signs ($)

            	 	
              11

            
	
              SERV_CURT_DATE_2

            	 	
              The
                curtailment date associated with the second curtailment
                amount.

            	 	
               

            	 	
              MM/DD/YYYY

            	 	
              10

            
	
              CURT_ADJ_
                AMT_2

            	 	
              The
                curtailment interest on the second curtailment amount, if
                applicable.

            	 	
              2

            	 	
              No
                commas(,) or dollar signs ($)

            	 	
              11

            


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      	
              Exhibit
                1: Continued

            	 	
              Standard
                Loan Level File Layout 

            	 	
               

            	 	
               

            	 	
               

            
	
              Column
                Name

            	 	
              Description

            	 	
              Decimal

            	 	
              Format
                Comment

            	 	
               Max
                Size

            
	
              SERV_CURT_AMT_3

            	 	
              The
                third curtailment amount to be applied.

            	 	
              2

            	 	
              No
                commas(,) or dollar signs ($)

            	 	
              11

            
	
              SERV_CURT_DATE_3

            	 	
              The
                curtailment date associated with the third curtailment
                amount.

            	 	
               

            	 	
              MM/DD/YYYY

            	 	
              10

            
	
              CURT_ADJ_AMT_3

            	 	
              The
                curtailment interest on the third curtailment amount, if
                applicable.

            	 	
              2

            	 	
              No
                commas(,) or dollar signs ($)

            	 	
              11

            
	
              PIF_AMT

            	 	
              The
                loan "paid in full" amount as reported by the Servicer.

            	 	
              2

            	 	
              No
                commas(,) or dollar signs ($)

            	 	
              11

            
	
              PIF_DATE

            	 	
              The
                paid in full date as reported by the Servicer.

            	 	
               

            	 	
              MM/DD/YYYY

            	 	
              10

            
	
               

              ACTION_CODE

            	 	
               

              The
                standard FNMA numeric code used to indicate the default/delinquent
                status
                of a particular loan.

            	 	
               

            	 	
              Action
                Code Key: 15=Bankruptcy, 30=Foreclosure, , 60=PIF, 63=Substitution,
                65=Repurchase,70=REO 

            	 	
              2

            
	
              INT_ADJ_AMT

            	 	
              The
                amount of the interest adjustment as reported by the
                Servicer.

            	 	
              2

            	 	
              No
                commas(,) or dollar signs ($)

            	 	
              11

            
	
              SOLDIER_SAILOR_ADJ_AMT

            	 	
              The
                Soldier and Sailor Adjustment amount, if applicable.

            	 	
              2

            	 	
              No
                commas(,) or dollar signs ($)

            	 	
              11

            
	
              NON_ADV_LOAN_AMT

            	 	
              The
                Non Recoverable Loan Amount, if applicable.

            	 	
              2

            	 	
              No
                commas(,) or dollar signs ($)

            	 	
              11

            
	
              LOAN_LOSS_AMT

            	 	
              The
                amount the Servicer is passing as a loss, if applicable.

            	 	
              2

            	 	
              No
                commas(,) or dollar signs ($)

            	 	
              11

            
	
              Plus
                the following applicable fields:

            	 	
               

            	 	
               

            	 	
               

            
	
              SCHED_BEG_PRIN_BAL

            	 	
              The
                scheduled outstanding principal amount due at the beginning of the
                cycle
                date to be passed through to investors.

            	 	
              2

            	 	
              No
                commas(,) or dollar signs ($)

            	 	
              11

            
	
              SCHED_END_PRIN_BAL

            	 	
              The
                scheduled principal balance due to investors at the end of a processing
                cycle.

            	 	
              2

            	 	
              No
                commas(,) or dollar signs ($)

            	 	
              11

            
	
              SCHED_PRIN_AMT

            	 	
              The
                scheduled principal amount as reported by the Servicer for the current
                cycle —
                only applicable for Scheduled/Scheduled Loans.

            	 	
              2

            	 	
              No
                commas(,) or dollar signs ($)

            	 	
              11

            
	
              SCHED_NET_INT

            	 	
              The
                scheduled gross interest amount less the service fee amount for the
                current cycle as reported by the Servicer —
                only
                applicable for Scheduled/Scheduled Loans.

            	 	
              2

            	 	
              No
                commas(,) or dollar signs ($)

            	 	
              11

            
	
              ACTL_PRIN_AMT

            	 	
              The
                actual principal amount collected by the Servicer for the current
                reporting cycle —
                only
                applicable for Actual/Actual Loans.

            	 	
              2

            	 	
              No
                commas(,) or dollar signs ($)

            	 	
              11

            
	
              ACTL_NET_INT

            	 	
              The
                actual gross interest amount less the service fee amount for the
                current
                reporting cycle as reported by the Servicer —
                only
                applicable for Actual/Actual Loans.

            	 	
              2

            	 	
              No
                commas(,) or dollar signs ($)

            	 	
              11

            
	
              PREPAY_PENALTY_
                AMT

            	 	
              The
                penalty amount received when a borrower prepays on his loan as reported
                by
                the Servicer. 

            	 	
              2

            	 	
              No
                commas(,) or dollar signs ($)

            	 	
              11

            
	
              PREPAY_PENALTY_
                WAIVED

            	 	
              The
                prepayment penalty amount for the loan waived by the
                servicer.

            	 	
              2

            	 	
              No
                commas(,) or dollar signs ($)

            	 	
              11

            


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      	
              Exhibit
                1: Continued

            	 	
              Standard
                Loan Level File Layout 

            	 	
               

            	 	
               

            	 	
               

            
	
              Column
                Name

            	 	
              Description

            	 	
              Decimal

            	 	
              Format
                Comment

            	 	
              Max
                Size

            
	
              MOD_DATE

            	 	
              The
                Effective Payment Date of the Modification for the loan.

            	 	
               

            	 	
              MM/DD/YYYY

            	 	
              10

            
	
              MOD_TYPE

            	 	
              The
                Modification Type.

            	 	
               

            	 	
              Varchar
                - value can be alpha or numeric

            	 	
              30

            
	
              DELINQ_P&I_ADVANCE_AMT

            	 	
              The
                current outstanding principal and interest advances made by
                Servicer.

            	 	
              2

            	 	
              No
                commas(,) or dollar signs ($)

            	 	
              11

            
	
              BREACH_FLAG

            	 	
              Flag
                to indicate if the repurchase of a loan is due to a breach of
                Representations and Warranties

            	 	 	 	
              Y=Breach

              N=NO
                Breach

              Let
                blank if N/A

            	 	
              1

            


    

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      

       

    

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    Exhibit
      : Standard
      File Layout - Delinquency Reporting

    


      *The
      column/header names in bold
      are
      the minimum fields Wells Fargo must receive from every
      Servicer

     

    
      
        	
                Column/Header
                  Name

              	 	
                Description

              	 	
                Decimal

              	 	
                Format
                  Comment

              
	
                SERVICER_LOAN_NBR

              	 	
                A
                  unique number assigned to a loan by the Servicer. This may be different
                  than the LOAN_NBR

              	 	 	 	
                 

              
	
                LOAN_NBR

              	 	
                A
                  unique identifier assigned to each loan by the originator.

              	 	 	 	
                 

              
	
                CLIENT_NBR

              	 	
                Servicer
                  Client Number

              	 	 	 	 
	
                SERV_INVESTOR_NBR

              	 	
                Contains
                  a unique number as assigned by an external servicer to identify
                  a group of
                  loans in their system.

              	 	 	 	
                 

              
	
                BORROWER_FIRST_NAME

              	 	
                First
                  Name of the Borrower.

              	 	 	 	 
	
                BORROWER_LAST_NAME

              	 	
                Last
                  name of the borrower.

              	 	 	 	 
	
                PROP_ADDRESS

              	 	
                Street
                  Name and Number of Property

              	 	 	 	
                 

              
	
                PROP_STATE

              	 	
                The
                  state where the property located.

              	 	 	 	
                 

              
	
                PROP_ZIP

              	 	
                Zip
                  code where the property is located.

              	 	 	 	
                 

              
	
                BORR_NEXT_PAY_DUE_DATE

              	 	
                The
                  date that the borrower's next payment is due to the servicer at
                  the end of
                  processing cycle, as reported by Servicer.

              	 	 	 	
                MM/DD/YYYY

              
	
                LOAN_TYPE

              	 	
                Loan
                  Type (i.e. FHA, VA, Conv)

              	 	 	 	
                 

              
	
                BANKRUPTCY_FILED_DATE

              	 	
                The
                  date a particular bankruptcy claim was filed.

              	 	 	 	
                MM/DD/YYYY

              
	
                BANKRUPTCY_CHAPTER_CODE

              	 	
                The
                  chapter under which the bankruptcy was filed.

              	 	 	 	
                 

              
	
                BANKRUPTCY_CASE_NBR

              	 	
                The
                  case number assigned by the court to the bankruptcy
                  filing.

              	 	 	 	
                 

              
	
                POST_PETITION_DUE_DATE

              	 	
                The
                  payment due date once the bankruptcy has been approved by the
                  courts

              	 	 	 	
                MM/DD/YYYY

              
	
                BANKRUPTCY_DCHRG_DISM_DATE

              	 	
                The
                  Date The Loan Is Removed From Bankruptcy. Either by Dismissal,
                  Discharged
                  and/or a Motion For Relief Was Granted. 

              	 	 	 	
                MM/DD/YYYY

              
	
                LOSS_MIT_APPR_DATE

              	 	
                The
                  Date The Loss Mitigation Was Approved By The Servicer

              	 	 	 	
                MM/DD/YYYY

              
	
                LOSS_MIT_TYPE

              	 	
                The
                  Type Of Loss Mitigation Approved For A Loan Such As;

              	 	 	 	 
	
                LOSS_MIT_EST_COMP_DATE

              	 	
                The
                  Date The Loss Mitigation /Plan Is Scheduled To End/Close

              	 	 	 	
                MM/DD/YYYY

              
	
                LOSS_MIT_ACT_COMP_DATE

              	 	
                The
                  Date The Loss Mitigation Is Actually Completed

              	 	 	 	
                MM/DD/YYYY

              
	
                FRCLSR_APPROVED_DATE

              	 	
                The
                  date DA Admin sends a letter to the servicer with instructions
                  to begin
                  foreclosure proceedings.

              	 	 	 	
                MM/DD/YYYY

              
	
                ATTORNEY_REFERRAL_DATE

              	 	
                Date
                  File Was Referred To Attorney to Pursue Foreclosure

              	 	 	 	
                MM/DD/YYYY

              
	
                FIRST_LEGAL_DATE

              	 	
                Notice
                  of 1st legal filed by an Attorney in a Foreclosure Action

              	 	 	 	
                MM/DD/YYYY

              
	
                FRCLSR_SALE_EXPECTED_DATE

              	 	
                The
                  date by which a foreclosure sale is expected to occur.

              	 	 	 	
                MM/DD/YYYY

              
	
                FRCLSR_SALE_DATE

              	 	
                The
                  actual date of the foreclosure sale.

              	 	 	 	
                MM/DD/YYYY

              
	
                FRCLSR_SALE_AMT

              	 	
                The
                  amount a property sold for at the foreclosure sale.

              	 	
                2

              	 	
                No
                  commas(,) or dollar signs ($)

              
	
                EVICTION_START_DATE

              	 	
                The
                  date the servicer initiates eviction of the borrower.

              	 	 	 	
                MM/DD/YYYY

              
	
                EVICTION_COMPLETED_DATE

              	 	
                The
                  date the court revokes legal possession of the property from the
                  borrower.

              	 	 	 	
                MM/DD/YYYY

              
	
                LIST_PRICE

              	 	
                The
                  price at which an REO property is marketed.

              	 	
                2

              	 	
                No
                  commas(,) or dollar signs ($)

              
	
                LIST_DATE

              	 	
                The
                  date an REO property is listed at a particular price.

              	 	 	 	
                MM/DD/YYYY

              
	
                OFFER_AMT

              	 	
                The
                  dollar value of an offer for an REO property.

              	 	
                2

              	 	
                No
                  commas(,) or dollar signs ($)

              
	
                OFFER_DATE_TIME

              	 	
                The
                  date an offer is received by DA Admin or by the Servicer.

              	 	 	 	
                MM/DD/YYYY

              
	
                REO_CLOSING_DATE

              	 	
                The
                  date the REO sale of the property is scheduled to close.

              	 	 	 	
                MM/DD/YYYY

              
	
                REO_ACTUAL_CLOSING_DATE

              	 	
                Actual
                  Date Of REO Sale

              	 	 	 	
                MM/DD/YYYY

              
	
                OCCUPANT_CODE

              	 	
                Classification
                  of how the property is occupied.

              	 	 	 	
                 

              
	
                PROP_CONDITION_CODE

              	 	
                A
                  code that indicates the condition of the property.

              	 	 	 	
                 

              
	
                PROP_INSPECTION_DATE

              	 	
                The
                  date a property inspection is performed.

              	 	 	 	
                MM/DD/YYYY

              


      

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      
        	
                APPRAISAL_DATE

              	 	
                The
                  date the appraisal was done.

              	 	 	 	
                MM/DD/YYYY

              
	
                CURR_PROP_VAL

              	 	
                 The
                  current "as is" value of the property based on brokers price opinion
                  or
                  appraisal.

              	 	
                2

              	 	
                 

              
	
                REPAIRED_PROP_VAL

              	 	
                The
                  amount the property would be worth if repairs are completed pursuant
                  to a
                  broker's price opinion or appraisal.

              	 	
                2

              	 	
                 

              
	
                If
                  applicable:

              	 	
                 

              	 	 	 	
                 

              
	
                DELINQ_STATUS_CODE

              	 	
                FNMA
                  Code Describing Status of Loan

              	 	 	 	 
	
                DELINQ_REASON_CODE

              	 	
                The
                  circumstances which caused a borrower to stop paying on a loan.
                  Code
                  indicates the reason why the loan is in default for this
                  cycle.

              	 	 	 	 
	
                MI_CLAIM_FILED_DATE

              	 	
                Date
                  Mortgage Insurance Claim Was Filed With Mortgage Insurance
                  Company.

              	 	 	 	
                MM/DD/YYYY

              
	
                MI_CLAIM_AMT

              	 	
                Amount
                  of Mortgage Insurance Claim Filed

              	 	 	 	
                No
                  commas(,) or dollar signs ($)

              
	
                MI_CLAIM_PAID_DATE

              	 	
                Date
                  Mortgage Insurance Company Disbursed Claim Payment

              	 	 	 	
                MM/DD/YYYY

              
	
                MI_CLAIM_AMT_PAID

              	 	
                Amount
                  Mortgage Insurance Company Paid On Claim

              	 	
                2

              	 	
                No
                  commas(,) or dollar signs ($)

              
	
                POOL_CLAIM_FILED_DATE

              	 	
                Date
                  Claim Was Filed With Pool Insurance Company

              	 	 	 	
                MM/DD/YYYY

              
	
                POOL_CLAIM_AMT

              	 	
                Amount
                  of Claim Filed With Pool Insurance Company

              	 	
                2

              	 	
                No
                  commas(,) or dollar signs ($)

              
	
                POOL_CLAIM_PAID_DATE

              	 	
                Date
                  Claim Was Settled and The Check Was Issued By The Pool
                  Insurer

              	 	 	 	
                MM/DD/YYYY

              
	
                POOL_CLAIM_AMT_PAID

              	 	
                Amount
                  Paid On Claim By Pool Insurance Company

              	 	
                2

              	 	
                No
                  commas(,) or dollar signs ($)

              
	
                FHA_PART_A_CLAIM_FILED_DATE

              	 	
                 Date
                  FHA Part A Claim Was Filed With HUD

              	 	 	 	
                MM/DD/YYYY

              
	
                FHA_PART_A_CLAIM_AMT

              	 	
                 Amount
                  of FHA Part A Claim Filed

              	 	
                2

              	 	
                No
                  commas(,) or dollar signs ($)

              
	
                FHA_PART_A_CLAIM_PAID_DATE

              	 	
                 Date
                  HUD Disbursed Part A Claim Payment

              	 	 	 	
                MM/DD/YYYY

              
	
                FHA_PART_A_CLAIM_PAID_AMT

              	 	
                 Amount
                  HUD Paid on Part A Claim

              	 	
                2

              	 	
                No
                  commas(,) or dollar signs ($)

              
	
                FHA_PART_B_CLAIM_FILED_DATE

              	 	
                  Date
                  FHA Part B Claim Was Filed With HUD

              	 	 	 	
                MM/DD/YYYY

              
	
                FHA_PART_B_CLAIM_AMT

              	 	
                  Amount
                  of FHA Part B Claim Filed

              	 	
                2

              	 	
                No
                  commas(,) or dollar signs ($)

              
	
                FHA_PART_B_CLAIM_PAID_DATE

              	 	
                   Date
                  HUD Disbursed Part B Claim Payment

              	 	 	 	
                MM/DD/YYYY

              
	
                FHA_PART_B_CLAIM_PAID_AMT

              	 	
                 Amount
                  HUD Paid on Part B Claim

              	 	
                2

              	 	
                No
                  commas(,) or dollar signs ($)

              
	
                VA_CLAIM_FILED_DATE

              	 	
                 Date
                  VA Claim Was Filed With the Veterans Admin

              	 	 	 	
                MM/DD/YYYY

              
	
                VA_CLAIM_PAID_DATE

              	 	
                 Date
                  Veterans Admin. Disbursed VA Claim Payment

              	 	 	 	
                MM/DD/YYYY

              
	
                VA_CLAIM_PAID_AMT

              	 	
                 Amount
                  Veterans Admin. Paid on VA Claim

              	 	
                2

              	 	
                No
                  commas(,) or dollar signs ($)

              
	
                MOTION_FOR_RELIEF_DATE

              	 	
                The
                  date the Motion for Relief was filed

              	 	
                10

              	 	
                MM/DD/YYYY

              
	
                FRCLSR_BID_AMT

              	 	
                The
                  foreclosure sale bid amount

              	 	
                11

              	 	
                No
                  commas(,) or dollar signs ($)

              
	
                FRCLSR_SALE_TYPE

              	 	
                The
                  foreclosure sales results: REO, Third Party, Conveyance to
                  HUD/VA

              	 	 	 	
                 

              
	
                REO_PROCEEDS

              	 	
                The
                  net proceeds from the sale of the REO property. 

              	 	 	 	
                No
                  commas(,) or dollar signs ($)

              
	
                BPO_DATE

              	 	
                The
                  date the BPO was done.

              	 	 	 	
                 

              
	
                CURRENT_FICO

              	 	
                The
                  current FICO score

              	 	 	 	
                 

              
	
                HAZARD_CLAIM_FILED_DATE

              	 	
                The
                  date the Hazard Claim was filed with the Hazard Insurance
                  Company.

              	 	
                10

              	 	
                MM/DD/YYYY

              
	
                HAZARD_CLAIM_AMT

              	 	
                The
                  amount of the Hazard Insurance Claim filed.

              	 	
                11

              	 	
                No
                  commas(,) or dollar signs ($)

              
	
                HAZARD_CLAIM_PAID_DATE

              	 	
                The
                  date the Hazard Insurance Company disbursed the claim
                  payment.

              	 	
                10

              	 	
                MM/DD/YYYY

              
	
                HAZARD_CLAIM_PAID_AMT

              	 	
                The
                  amount the Hazard Insurance Company paid on the claim.

              	 	
                11

              	 	
                No
                  commas(,) or dollar signs ($)

              
	
                ACTION_CODE

              	 	
                Indicates
                  loan status

              	 	 	 	
                Number

              
	
                NOD_DATE

              	 	
                 

              	 	 	 	
                MM/DD/YYYY

              
	
                NOI_DATE

              	 	
                 

              	 	 	 	
                MM/DD/YYYY

              
	
                ACTUAL_PAYMENT_PLAN_START_DATE

              	 	
                 

              	 	 	 	
                MM/DD/YYYY

              
	
                ACTUAL_PAYMENT_
                  PLAN_END_DATE

              	 	
                 

              	 	 	 	
                 

              
	
                ACTUAL_REO_START_DATE

              	 	
                 

              	 	 	 	
                MM/DD/YYYY

              
	
                REO_SALES_PRICE

              	 	
                 

              	 	 	 	
                Number

              
	
                REALIZED_LOSS/GAIN

              	 	
                As
                  defined in the Servicing Agreement

              	 	 	 	
                Number

              


      

    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    Exhibit
      2: Standard
      File Codes - Delinquency Reporting

     

    The
      Loss
      Mit Type
      field
      should show the approved Loss Mitigation Code as follows: 

     

    
      	
            	·	
              ASUM- Approved
                Assumption

            


      	 	 	 


      	 	·	BAP-  Borrower
              Assistance Program


      	 	 	 


      	 	·	CO- 
              Charge Off


      	 	 	 


      	 	·	
              DIL-
                Deed-in-Lieu

            


      	 	 	 


      	 	·	FFA- 
              Formal Forbearance Agreement


      	 	 	 


      	 	·	MOD- 
              Loan Modification


      	 	 	 


      	 	·	
              PRE-
                Pre-Sale

            


      	 	 	 


      	 	·	
              SS-
                Short
                Sale

            


      	 	 	 


      	 	·	MISC-  Anything
              else approved by the PMI or Pool Insurer


    

     

    NOTE:
      Wells
      Fargo Bank will accept alternative Loss Mitigation Types to those above,
      provided that they are consistent with industry standards. If Loss Mitigation
      Types other than those above are used, the Servicer must supply Wells Fargo
      Bank
      with a description of each of the Loss Mitigation Types prior to sending the
      file.

     

    The
      Occupant
      Code
      field
      should show the current status of the property code as follows:

     

    
      	 	
              ·

            	
              Mortgagor

            


    

     

    
      	 	
              ·

            	
              Tenant

            


    

     

    
      	 	
              ·

            	
              Unknown
                

            


    

     

    
      	 	
              ·

            	
              Vacant

            


    

     

    The
      Property
      Condition
      field
      should show the last reported condition of the property as follows:


     

    
      
        	 	
                ·

              	Damaged


      

       

      
        	 	
                ·

              	Excellent


      

       

      
        	 	
                ·

              	Fair


      

       

      
        	 	
                ·

              	Gone


      

    

    
       

      
        
          	 	
                  ·

                	Good


        

         

        
          	 	
                  ·

                	Poor


        

         

        
          	 	
                  ·

                	Special Hazard


        

         

        
          	 	
                  ·

                	Unknown


        

      

    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    Exhibit
      2: Standard
      File Codes - Delinquency Reporting, Continued

     

    The
      FNMA
      Delinquent Reason Code
      field
      should show the Reason for Delinquency as follows: 

     

    
      	
              Delinquency
                Code

            	 	
              Delinquency
                Description

            
	
              001

            	 	
              FNMA-Death
                of principal mortgagor

            
	
              002

            	 	
              FNMA-Illness
                of principal mortgagor

            
	
              003

            	 	
              FNMA-Illness
                of mortgagor’s family member

            
	
              004

            	 	
              FNMA-Death
                of mortgagor’s family member

            
	
              005

            	 	
              FNMA-Marital
                difficulties

            
	
              006

            	 	
              FNMA-Curtailment
                of income

            
	
              007

            	 	
              FNMA-Excessive
                Obligation

            
	
              008

            	 	
              FNMA-Abandonment
                of property

            
	
              009

            	 	
              FNMA-Distant
                employee transfer

            
	
              011

            	 	
              FNMA-Property
                problem

            
	
              012

            	 	
              FNMA-Inability
                to sell property

            
	
              013

            	 	
              FNMA-Inability
                to rent property

            
	
              014

            	 	
              FNMA-Military
                Service

            
	
              015

            	 	
              FNMA-Other

            
	
              016

            	 	
              FNMA-Unemployment

            
	
              017

            	 	
              FNMA-Business
                failure

            
	
              019

            	 	
              FNMA-Casualty
                loss

            
	
              022

            	 	
              FNMA-Energy
                environment costs

            
	
              023

            	 	
              FNMA-Servicing
                problems

            
	
              026

            	 	
              FNMA-Payment
                adjustment

            
	
              027

            	 	
              FNMA-Payment
                dispute

            
	
              029

            	 	
              FNMA-Transfer
                of ownership pending

            
	
              030

            	 	
              FNMA-Fraud

            
	
              031

            	 	
              FNMA-Unable
                to contact borrower

            
	
              INC

            	 	
              FNMA-Incarceration

            


    

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


    Exhibit
      2: Standard
      File Codes - Delinquency Reporting, Continued

     

    The
      FNMA
      Delinquent Status Code
      field
      should show the Status of Default as follows: 

     

    
      	
              Status
                Code

            	 	
              Status
                Description

            
	
              09

            	 	
              Forbearance

            
	
              17

            	 	
              Pre-foreclosure
                Sale Closing Plan Accepted

            
	
              24

            	 	
              Government
                Seizure

            
	
              26

            	 	
              Refinance

            
	
              27

            	 	
              Assumption

            
	
              28

            	 	
              Modification

            
	
              29

            	 	
              Charge-Off

            
	
              30

            	 	
              Third
                Party Sale

            
	
              31

            	 	
              Probate

            
	
              32

            	 	
              Military
                Indulgence

            
	
              43

            	 	
              Foreclosure
                Started

            
	
              44

            	 	
              Deed-in-Lieu
                Started

            
	
              49

            	 	
              Assignment
                Completed

            
	
              61

            	 	
              Second
                Lien Considerations

            
	
              62

            	 	
              Veteran’s
                Affairs-No Bid

            
	
              63

            	 	
              Veteran’s
                Affairs-Refund

            
	
              64

            	 	
              Veteran’s
                Affairs-Buydown

            
	
              65

            	 	
              Chapter
                7 Bankruptcy

            
	
              66

            	 	
              Chapter
                11 Bankruptcy

            
	
              67

            	 	
              Chapter
                13 Bankruptcy

            


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      Exhibit
        : Calculation of Realized Loss/Gain Form 332- Instruction
        Sheet

    

     

    NOTE:
      Do not net or combine items. Show all expenses individually and all credits
      as
      separate line items. Claim packages are due on the remittance report date.
      Late
      submissions may result in claims not being passed until the following month.
      The
      Servicer is responsible to remit all funds pending loss approval and /or
      resolution of any disputed items. 

     

    The
      numbers on the 332 form correspond with the numbers listed below.

     

    Liquidation
      and Acquisition Expenses:

     

    
      	
            	1.	
              The
                Actual Unpaid Principal Balance of the Mortgage Loan. For documentation,
                an Amortization Schedule from date of default through liquidation
                breaking
                out the net interest and servicing fees advanced is
                required.

            


    

     

    
      	
            	2.	
              The
                Total Interest Due less the aggregate amount of servicing fee that
                would
                have been earned if all delinquent payments had been made as agreed.
                For
                documentation, an Amortization Schedule from date of default through
                liquidation breaking out the net interest and servicing fees advanced
                is
                required.

            


    

     

    
      	
            	3.	
              Accrued
                Servicing Fees based upon the Scheduled Principal Balance of the
                Mortgage
                Loan as calculated on a monthly basis. For documentation, an Amortization
                Schedule from date of default through liquidation breaking out the
                net
                interest and servicing fees advanced is
                required.

            


    

     

    4-12. Complete
      as applicable. Required documentation:

     

    * 
      For taxes and insurance advances - see page 2 of 332 form - breakdown required
      showing period 

    of
      coverage, base tax, interest, penalty. Advances prior to default require
      evidence of servicer efforts to 

    recover
      advances.

     

    *
      For
      escrow advances - complete payment history 

      
      (to calculate advances from last positive escrow balance forward)

     

    *
      Other
      expenses -  copies of corporate advance history showing all payments


     

    *
      REO
      repairs > $1500 require explanation

     

    *
      REO
      repairs >$3000 require evidence of at least 2 bids.

     

    *
      Short
      Sale or Charge Off require P&L supporting the decision and WFB’s approved
      Officer Certificate 

     

    *
      Unusual
      or extraordinary items may require further documentation. 

     

    13.  The
      total
      of lines 1 through 12.

     

    Credits:
      

     

    14-21. Complete
      as applicable. Required documentation:

     

    *
      Copy of
      the HUD 1 from the REO sale. If a 3rd
      Party
      Sale, bid instructions and Escrow Agent / Attorney Letter
      of
      Proceeds Breakdown.

     

    *
      Copy of
      EOB for any MI or gov't guarantee 

     

    *
      All
      other credits need to be clearly defined on the 332
      form      
     

     

    
      
        22.
          The
          total
          of lines 14 through 21.

      

    

     

    Please
      Note: For
      HUD/VA loans, use line (18a) for Part A/Initial proceeds and line (18b) for
      Part
      B/Supplemental 

                           proceeds.

     

    Total
      Realized Loss (or Amount of Any Gain)

     

    23. The
      total
      derived from subtracting line 22 from 13. If the amount represents a realized
      gain, show the amount in parenthesis (    ). 

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    Exhibit
      3A: Calculation
      of Realized Loss/Gain Form 332

     

    Prepared
      by: __________________   Date:
      ________________

     

    Phone:
      ______________________ Email Address:_____________________

     

    
      	 	 	 	 	 
	
               
                Servicer Loan No.

            	 	
               
                Servicer Name

            	 	
               
                Servicer Address 

               

            


    

     

    WELLS
      FARGO BANK, N.A. Loan No._____________________________

     

    Borrower's
      Name: _________________________________________________________

     

    Property
      Address: _________________________________________________________

     

    Liquidation
      Type: REO Sale       3rd
      Party Sale  Short
      Sale     Charge
      Off 

     

    Was
      this loan granted a Bankruptcy deficiency or cramdown  Yes         No

     

    If
“Yes”,
      provide deficiency or cramdown amount
      _______________________________

     

    Liquidation
      and Acquisition Expenses:

     

    
      	
              (1)

            	
              Actual
                Unpaid Principal Balance of Mortgage Loan

            	 	
              $
                ______________

            	 	
              (1)

            
	
              (2)

            	
              Interest
                accrued at Net Rate

            	 	
              ________________

            	 	
              (2)

            
	
              (3)

            	
              Accrued
                Servicing Fees

            	 	
              ________________

            	 	
              (3)

            
	
              (4)

            	
              Attorney's
                Fees

            	 	
              ________________

            	 	
              (4)

            
	
              (5)

            	
              Taxes
                (see page 2)

            	 	
              ________________

            	 	
              (5)

            
	
              (6)

            	
              Property
                Maintenance

            	 	
              ________________

            	 	
              (6)

            
	
              (7)

            	
              MI/Hazard
                Insurance Premiums (see page 2)

            	 	
              ________________

            	 	
              (7)

            
	
              (8)

            	
              Utility
                Expenses

            	 	
              ________________

            	 	
              (8)

            
	
              (9)

            	
              Appraisal/BPO

            	 	
              ________________

            	 	
              (9)

            
	
              (10)

            	
              Property
                Inspections

            	 	
              ________________

            	 	
              (10)

            
	
              (11)

            	
              FC
                Costs/Other Legal Expenses

            	 	
              ________________

            	 	
              (11)

            
	
              (12)

            	
              Other
                (itemize)

            	 	
              ________________

            	 	
              (12)

            
	 	
              Cash
                for Keys__________________________

            	 	
              ________________

            	 	
              (12)

            
	 	
              HOA/Condo
                Fees_______________________

            	 	
              ________________

            	 	
              (12)

            
	 	
              ______________________________________

            	 	
              ________________

            	 	
              (12)

            
	 	 	 	 	 	 
	 	
              Total
                Expenses

            	 	
              $
                _______________

            	 	
              (13)

            
	
              Credits:

            	 	 	 	 
	
              (14)

            	
              Escrow
                Balance

            	 	
              $
                _______________

            	 	
              (14)

            
	
              (15)

            	
              HIP
                Refund

            	 	
              ________________

            	 	
              (15)

            
	
              (16)

            	
              Rental
                Receipts

            	 	
              ________________

            	 	
              (16)

            
	
              (17)

            	
              Hazard
                Loss Proceeds

            	 	
              ________________

            	 	
              (17)

            
	
              (18)

            	
              Primary
                Mortgage Insurance / Gov’t Insurance

            	 	
              ________________

            	 	
              (18a)
                HUD Part A

            
	 	 	 	
              ________________

            	 	
              (18b)
                HUD Part B

            
	
              (19)

            	
              Pool
                Insurance Proceeds

            	 	
              ________________

            	 	
              (19)

            
	
              (20)

            	
              Proceeds
                from Sale of Acquired Property

            	 	
              ________________

            	 	
              (20)

            
	
              (21)

            	
              Other
                (itemize)

            	 	
              ________________

            	 	
              (21)

            
	 	
              _________________________________________

            	 	
              ________________

            	 	
              (21)

            
	 	 	 	 	 	 
	 	
              Total
                Credits

            	 	
              $________________

            	 	
              (22)

            
	 Total
              Realized Loss (or Amount of Gain)	 	
              $________________

            	 	
              (23)

            


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    Escrow
      Disbursement Detail

     

    
      	
              Type

              (Tax
                /Ins.)

            	 	
              Date
                Paid

            	 	
              Period
                of Coverage

            	 	
              Total
                Paid

            	 	
              Base
                Amount

            	 	
              Penalties

            	 	
              Interest