EXHIBIT
      4.1

    
      

      

    

     

    BNP
      PARIBAS MORTGAGE ABS LLC

     

    Depositor,

     

    [NAME
      OF
      MASTER SERVICER]

     

    Master
      Servicer,

     

    and

     

    [NAME
      OF
      TRUSTEE],

     

    Trustee

     

    POOLING
      AND SERVICING AGREEMENT

     

    Dated
      as
      of_____________1, 200_

     

    Mortgage
      Pass-Through Certificates

    Series
      200_-__

    


    


     

    
      

      

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    



    TABLE
      OF
      CONTENTS


    
      
        	 
	
                ARTICLE
                  I

              
	 
	
                DEFINITIONS

              
	
                SECTION
                  1.01.

              	
                Defined
                  Terms.

              	
                2

              
	 
	
                ARTICLE
                  II

              
	 
	
                CONVEYANCE
                  OF MORTGAGE LOANS; ORIGINAL ISSUANCE OF CERTIFICATES

              
	 	 	 
	
                SECTION
                  2.01.

              	
                Conveyance
                  of Mortgage Loans.

              	
                24

              
	
                SECTION
                  2.02.

              	
                Acceptance
                  of the Trust Fund by the Trustee.

              	
                26

              
	
                SECTION
                  2.03.

              	
                Representations,
                  Warranties and Covenants of the Master Servicer and the
                  Depositor.

              	
                28

              
	
                SECTION
                  2.04.

              	
                Representations
                  and Warranties of the Seller; Repurchase and Substitution.

              	
                30

              
	
                SECTION
                  2.05.

              	
                Issuance
                  of Certificates Evidencing Interests in the Trust Fund.

              	
                32

              
	
                SECTION
                  2.06.

              	
                Purposes
                  and Powers of the Trust.

              	
                32

              
	 
	
                ARTICLE
                  III

              
	 
	
                ADMINISTRATION
                  AND SERVICING OF THE TRUST FUND

              
	 	 	 
	
                SECTION
                  3.01.

              	
                Master
                  Servicer to Act as Master Servicer.

              	
                34

              
	
                SECTION
                  3.02.

              	
                Sub-Servicing
                  Agreements Between Master Servicer and Sub- Servicers.

              	
                35

              
	
                SECTION
                  3.03.

              	
                Successor
                  Sub-Servicers.

              	
                36

              
	
                SECTION
                  3.04.

              	
                Liability
                  of the Master Servicer.

              	
                36

              
	
                SECTION
                  3.05.

              	
                No
                  Contractual Relationship Between Sub-Servicers and Trustee or
                  Certificateholders.

              	
                36

              
	
                SECTION
                  3.06.

              	
                Assumption
                  or Termination of Sub-Servicing Agreements by Trustee.

              	
                36

              
	
                SECTION
                  3.07.

              	
                Collection
                  of Certain Mortgage Loan Payments.

              	
                37

              
	
                SECTION
                  3.08.

              	
                Sub-Servicing
                  Accounts.

              	
                37

              
	
                SECTION
                  3.09.

              	
                Collection
                  of Taxes, Assessments and Similar Items; Servicing
                  Accounts.

              	
                38

              
	
                SECTION
                  3.10.

              	
                Custodial
                  Account.

              	
                38

              
	
                SECTION
                  3.11.

              	
                Permitted
                  Withdrawals From the Custodial Account.

              	
                39

              
	
                SECTION
                  3.12.

              	
                Permitted
                  Instruments.

              	
                41

              
	
                SECTION
                  3.13.

              	
                Maintenance
                  of Primary Mortgage Insurance and Primary Hazard
                  Insurance.

              	
                41

              
	
                SECTION
                  3.14.

              	
                Enforcement
                  of Due-on-Sale Clauses; Assumption Agreements.

              	
                43

              
	
                SECTION
                  3.15.

              	
                Realization
                  Upon Defaulted Mortgage Loans.

              	
                44

              
	
                SECTION
                  3.16.

              	
                Trustee
                  to Cooperate; Release of Mortgage Files.

              	
                44

              


      

       

       

      
        
          
          

        

        
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                SECTION
                  3.17.

              	
                Servicing
                  Compensation.

              	
                46

              
	
                SECTION
                  3.18.

              	
                Maintenance
                  of Certain Servicing Policies.

              	
                46

              
	
                SECTION
                  3.19.

              	
                Annual
                  Statement as to Compliance.

              	
                46

              
	
                SECTION
                  3.20.

              	
                Assessments
                  of Compliance and Attestation Reports.

              	
                47

              
	
                SECTION
                  3.21.

              	
                Access
                  to Certain Documentation.

              	
                49

              
	
                SECTION
                  3.22.

              	
                Title,
                  Conservation and Disposition of REO Property.

              	
                49

              
	
                SECTION
                  3.23.

              	
                Additional
                  Obligations of the Master Servicer.

              	
                52

              
	
                SECTION
                  3.24.

              	
                Additional
                  Obligations of the Depositor.

              	
                52

              
	 
	
                ARTICLE
                  IV

              
	 
	
                PAYMENTS
                  TO CERTIFICATEHOLDERS

              
	 	 	 
	
                SECTION
                  4.01.

              	
                Certificate
                  Account; Distributions.

              	
                54

              
	
                SECTION
                  4.02.

              	
                Statements
                  to Certificateholders.

              	
                57

              
	
                SECTION
                  4.03.

              	
                Remittance
                  Reports; Advances by the Master Servicer.

              	
                59

              
	
                SECTION
                  4.04.

              	
                Allocation
                  of Realized Losses.

              	
                61

              
	
                SECTION
                  4.05.

              	
                Information
                  Reports to be Filed by the Master Servicer.

              	
                62

              
	
                SECTION
                  4.06.

              	
                Compliance
                  with Withholding Requirements.

              	
                62

              
	 
	
                ARTICLE
                  V

              
	 
	
                THE
                  CERTIFICATES

              
	 	 	 
	
                SECTION
                  5.01.

              	
                The
                  Certificates.

              	
                63

              
	
                SECTION
                  5.02.

              	
                Registration
                  of Transfer and Exchange of Certificates.

              	
                64

              
	
                SECTION
                  5.03.

              	
                Mutilated,
                  Destroyed, Lost or Stolen Certificates.

              	
                67

              
	
                SECTION
                  5.04.

              	
                Persons
                  Deemed Owners.

              	
                68

              
	 
	
                ARTICLE
                  VI

              
	 
	
                THE
                  DEPOSITOR
                  AND THE MASTER SERVICER

              
	 	 	 
	
                SECTION
                  6.01.

              	
                Liability
                  of the Depositor and the Master Servicer.

              	
                69

              
	
                SECTION
                  6.02.

              	
                Merger,
                  Consolidation or Conversion of the Depositor or the Master
                  Servicer.

              	
                69

              
	
                SECTION
                  6.03.

              	
                Limitation
                  on Liability of the Depositor, the Master Servicer and
                  Others.

              	
                69

              
	
                SECTION
                  6.04.

              	
                Limitation
                  on Resignation of the Master Servicer.

              	
                70

              
	 
	
                ARTICLE
                  VII

              
	 
	
                DEFAULT

              
	 	 	 
	
                SECTION
                  7.01.

              	
                Events
                  of Default.

              	
                71

              
	
                SECTION
                  7.02.

              	
                Trustee
                  to Act; Appointment of Successor.

              	
                73

              
	
                SECTION
                  7.03.

              	
                Notification
                  to Certificateholders.

              	
                73

              
	
                SECTION
                  7.04.

              	
                Waiver
                  of Events of Default.

              	
                74

              


      

       

       

      
        
          
          

        

        
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                ARTICLE
                  VIII

              
	 
	
                CONCERNING
                  THE TRUSTEE

              
	 	 	 
	
                SECTION
                  8.01.

              	
                Duties
                  of Trustee.

              	
                75

              
	
                SECTION
                  8.02.

              	
                Certain
                  Matters Affecting the Trustee.

              	
                76

              
	
                SECTION
                  8.03.

              	
                Trustee
                  Not Liable for Certificates or Mortgage Loans.

              	
                77

              
	
                SECTION
                  8.04.

              	
                Trustee
                  May Own Certificates.

              	
                77

              
	
                SECTION
                  8.05.

              	
                Payment
                  of Trustee’s Fees.

              	
                77

              
	
                SECTION
                  8.06.

              	
                Eligibility
                  Requirements for Trustee.

              	
                78

              
	
                SECTION
                  8.07.

              	
                Resignation
                  and Removal of the Trustee.

              	
                78

              
	
                SECTION
                  8.08.

              	
                Successor
                  Trustee.

              	
                79

              
	
                SECTION
                  8.09.

              	
                Merger
                  or Consolidation of Trustee.

              	
                79

              
	
                SECTION
                  8.10.

              	
                Appointment
                  of Co-Trustee or Separate Trustee.

              	
                80

              
	
                SECTION
                  8.11.

              	
                Commission
                  Reporting.

              	
                81

              
	 
	
                ARTICLE
                  IX

              
	 
	
                TERMINATION

              
	 	 	 
	
                SECTION
                  9.01.

              	
                Termination
                  Upon Repurchase or Liquidation of All Mortgage Loans.

              	
                86

              
	
                SECTION
                  9.02.

              	
                Additional
                  Termination Requirements.

              	
                87

              
	 
	
                ARTICLE
                  X

              
	 
	
                REMIC
                  PROVISIONS

              
	 	 	 
	
                SECTION
                  10.01.

              	
                REMIC
                  Administration.

              	
                89

              
	
                SECTION
                  10.02.

              	
                Prohibited
                  Transactions and Activities.

              	
                91

              
	
                SECTION
                  10.03.

              	
                Master
                  Servicer and Trustee Indemnification.

              	
                92

              
	 
	
                ARTICLE
                  XI

              
	 
	
                MISCELLANEOUS
                  PROVISIONS

              
	 	 	 
	
                SECTION
                  11.01.

              	
                Amendment.

              	
                93

              
	
                SECTION
                  11.02.

              	
                Recordation
                  of Agreement; Counterparts.

              	
                94

              
	
                SECTION
                  11.03.

              	
                Limitation
                  on Rights of Certificateholders.

              	
                94

              
	
                SECTION
                  11.04.

              	
                Governing
                  Law.

              	
                95

              
	
                SECTION
                  11.05.

              	
                Notices.

              	
                95

              
	
                SECTION
                  11.06.

              	
                Severability
                  of Provisions.

              	
                96

              
	
                SECTION
                  11.07.

              	
                Successors
                  and Assigns; Third Party Beneficiary.

              	
                96

              
	
                SECTION
                  11.08.

              	
                Article
                  and Section Headings.

              	
                96

              
	
                SECTION
                  11.09.

              	
                Notice
                  to Rating Agencies and Certificateholder.

              	
                96

              


      

    

    


    
      
        
        

      

      
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              Exhibit
                A-1

            	
              Form
                of Class A Certificate

            
	
              Exhibit
                A-2

            	
              Form
                of Class B Certificate

            
	
              Exhibit
                B

            	
              Form
                of Class R Certificate

            
	
              Exhibit
                C

            	
              Form
                of Trustee Initial Certification

            
	
              Exhibit
                D

            	
              Form
                of Trustee Final Certification

            
	
              Exhibit
                E

            	
              Form
                of Remittance Report

            
	
              Exhibit
                F-1

            	
              Request
                for Release

            
	
              Exhibit
                F-2

            	
              Request
                for Release for Mortgage Loans Paid in Full

            
	
              Exhibit
                G-1

            	
              Form
                of Investor Representation Letter

            
	
              Exhibit
                G-2

            	
              Form
                of Transferor Representation Letter

            
	
              Exhibit
                G-3

            	
              Transferor
                Affidavit and Agreement in connection with transfer of
                Residual Certificates

            
	
              Exhibit
                G-4

            	
              Form
                of Transferor Certificate

            
	
              Exhibit
                G-5

            	
              Form
                of Investor Representation Letter for Insurance
                Companies

            
	
              Exhibit
                H

            	
              Mortgage
                Loan Schedule

            
	
              Exhibit
                I

            	
              Seller’s
                Warranty Certificate

            
	
              Exhibit
                J

            	
              Form
                of Notice Under Section 3.24

            
	
              Exhibit
                K

            	
              Form
                of Depositor Certification

            
	
              Exhibit
                L

            	
              Form
                of Trustee Certification

            
	
              Exhibit
                M

            	
              Form
                of Servicer Certification

            
	
              Exhibit
                N

            	
              Form
                10-D, Form 8-K and Form 10-K Reporting Responsibility

            
	
              Exhibit
                CC

            	
              Servicing
                Criteria to be Addressed in Assessment of
                Compliance

            


    

    


     


    
      
        
        

      

      
        -iv-

        
          

        

      

      
        
        

      

    

     

    

      This
        Pooling and Servicing Agreement, effective as of _______________ 1, 200_,
        among
        BNP PARIBAS MORTGAGE ABS LLC, as the depositor (together with its permitted
        successors and assigns, the “Depositor”), [NAME OF MASTER SERVICER], as master
        servicer (together with its permitted successors and assigns, the “Master
        Servicer”), and [NAME OF TRUSTEE], as trustee (together with its permitted
        successors and assigns, the “Trustee”),

       

      PRELIMINARY
        STATEMENT:

       

      The
        Depositor intends to sell mortgage pass-through certificates (collectively,
        the
“Certificates”), to be issued hereunder in multiple classes (each, a “Class”),
        which in the aggregate will evidence the entire beneficial ownership interest
        in
        the Mortgage Loans (as defined herein). As provided herein, the Master Servicer
        will make an election to treat the segregated pool of assets described in
        the
        definition of Trust Fund (as defined herein), and subject to this Agreement
        (including the Mortgage Loans but excluding the Initial Monthly Payment
        Deposit), as a real estate mortgage investment conduit (a “REMIC”) for federal
        income tax purposes, and such segregated pool of assets will be designated
        as
        the “Trust Fund.” The Class A-1, Class A-2, Class A-3, Class A-4, Class A-5,
        Class A-6, Class A-7 and Class B Certificates will represent ownership of
        “regular interests” in the Trust Fund, and the Class R Certificates will be the
        sole class of “residual interests” therein, for purposes of the REMIC Provisions
        (as defined herein) under federal income tax law.

       

      The
        following table sets forth the designation, type, Pass-Through Rate, aggregate
        Initial Certificate Principal Balance, initial ratings and certain features
        for
        each Class of Certificates comprising the interests in the Trust Fund created
        hereunder.

       

      AGGREGATE
        INITIAL PASS-CERTIFICATE

      INITIAL
        RATINGS THROUGH PRINCIPAL DESCRIPTION TYPE

      RATE
        BALANCE FEATURES

       

      [INSERT
        TABLE HERE]

       

      


      


      


      The
        Mortgage Loans have an aggregate Stated Principal Balance as of the Cut-off
        Date
        equal to $___________. The Mortgage Loans are fixed rate mortgage loans having
        terms to maturity at origination or modification of not more than 30
        years.

       

      In
        consideration of the mutual agreements herein contained, the Depositor, the
        Master Servicer and the Trustee agree as follows:

       


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      


       

      ARTICLE
        I

       

      DEFINITIONS

       

      SECTION
        1.01. Defined
        Terms.

       

      Whenever
        used in this Agreement, the following words and phrases, unless the context
        otherwise requires, shall have the meanings specified in this
        Article.

       

      “Accrued
        Certificate Interest”: With respect to each Distribution Date, as to any Class A
        Certificate (other than the Class A-5 Certificates and Class A-7 Certificates)
        or any Class B Certificate, one month’s interest accrued at the then applicable
        Pass-Through Rate on the Certificate Principal Balance thereof immediately
        prior
        to such Distribution Date. With respect to each Distribution Date, as to
        the
        Class A-5 Certificates and Class A-7 Certificates, one month’s interest accrued
        at the then applicable Pass-Through Rate on the Notional Amount thereof
        immediately prior to such Distribution Date. Accrued Certificate Interest
        will
        be calculated on the basis of a 360-day year consisting of twelve 30-day
        months.
        In each case Accrued Certificate Interest on any Class of Certificates will
        be
        reduced by the amount of (i) Prepayment Interest Shortfalls, if any, which
        are
        not covered by payments by the Master Servicer pursuant to Section 3.23 with
        respect to such Distribution Date, (ii) the interest portion (adjusted to
        the
        related Net Mortgage Rate) of any of Realized Losses (including Excess Special
        Hazard Losses, Excess Fraud Losses, Excess Bankruptcy Losses and Extraordinary
        Losses) not allocated solely to one or more specific Classes of Certificates
        pursuant to Section 4.04 (which, with respect to the pro rata portion thereof
        allocated to the Class A-1, Class A-5 and Class A-6 Certificates will be
        allocated first to the Class A-6 Certificates and second to the Class A-1
        and
        Class A-5 Certificates on a pro rata basis to the extent such Realized Losses
        are Default Losses), (iii) the interest portion of Advances previously made
        with
        respect to a Mortgage Loan or REO Property which remained unreimbursed following
        the Cash Liquidation or REO Disposition of such Mortgage Loan or REO Property
        that was made with respect to delinquencies that were ultimately determined
        to
        be Excess Special Hazard Losses, Excess Fraud Losses, Excess Bankruptcy Losses
        or Extraordinary Losses, and (iv) any other interest shortfalls not covered
        by
        the subordination provided by the Class B Certificates pursuant to Section
        4.04,
        including interest that is not collectible from the Mortgagor pursuant to
        the
        Relief Act or similar legislation or regulations as in effect from time to
        time;
        with all such reductions allocated among the Classes of Certificates, in
        proportion to their respective amounts of Accrued Certificate Interest which
        would have resulted absent such reductions. In addition to that portion of
        the
        reductions described in the preceding sentence, Accrued Certificate Interest
        on
        the Class B Certificates will be reduced by the interest portion (adjusted
        to
        the related Net Mortgage Rate) of Realized Losses that are allocated solely
        to
        the Class B Certificates pursuant to Section 4.04.

       

      “Advance”:
        As to any Mortgage Loan, any advance made by the Master Servicer on any
        Distribution Date pursuant to Section 4.03.

       

      “Agreement”:
        This Pooling and Servicing Agreement and all amendments hereof.

       


      
        
          
          

        

        
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      “Anniversary”:
        Each anniversary of _____________ 1, 20__.

       

      “Assessment
        of Compliance”: As defined in Section 3.20.

       

      “Attestation
        Report”: As defined in Section 3.20.

       

      “Assignment”:
        An assignment of Mortgage, notice of transfer or equivalent instrument, in
        recordable form, which is sufficient under the laws of the jurisdiction wherein
        the related Mortgaged Property is located to reflect of record the sale of
        the
        Mortgage, which assignment, notice of transfer or equivalent instrument may
        be
        in the form of one or more blanket assignments covering Mortgages secured
        by
        Mortgaged Properties located in the same county, if permitted by
        law.

       

      “Assignment
        Agreement”: The Assignment and Assumption Agreement, dated as of ____________,
        200_, between [Name of Seller] and the Depositor relating to the transfer
        and
        assignment of the Mortgage Loans.

       

      “Available
        Distribution Amount”: With respect to each Distribution Date, the Available
        Distribution Amount will be an amount equal to (a) the sum of (i) the balance
        on
        deposit in the Custodial Account as of the close of business on the related
        Determination Date and (ii) the aggregate amount of any Advances made, all
        required amounts pursuant to Section 3.22 and all amounts required to be
        paid by
        the Master Servicer pursuant to Sections 3.13 and 3.23 by deposits into the
        Certificate Account on the immediately preceding Certificate Account Deposit
        Date, reduced by (b) the sum, as of the close of business on the related
        Determination Date of (i) Monthly Payments collected but due during a Due
        Period
        subsequent to the Due Period ending on the first day of the month of the
        related
        Distribution Date, (ii) all interest or other income earned on deposits in
        the
        Custodial Account, (iii) any other amounts reimbursable or payable to the
        Master
        Servicer or any other Person pursuant to Section 3.11, (iv) Insurance Proceeds,
        Liquidation Proceeds, Principal Prepayments, REO Proceeds and the proceeds
        of
        Mortgage Loan purchases (or amounts received in connection with substitutions)
        made pursuant to Section 2.02 and 2.04, in each case received or made in
        the
        month of such Distribution Date and (v) the Trustee’s Fee.

       

      “Bankruptcy
        Amount”: As of any date of determination, an amount, equal to the excess, if
        any, of (A) $_______, over (B) the aggregate amount of Bankruptcy Losses
        allocated solely to one or more specific Classes of Certificates in accordance
        with Section 4.04.

       

      The
        Bankruptcy Amount may be further reduced by the Master Servicer (including
        accelerating the manner in which such coverage is reduced) provided that
        prior
        to any such reduction, the Master Servicer shall (i) obtain written confirmation
        from each Rating Agency that such reduction shall not reduce the rating assigned
        to any Class of Certificates by such Rating Agency below the lower of the
        then-current rating or the rating assigned to such Certificates as of the
        Closing Date by such Rating Agency and (ii) provide a copy of such written
        confirmation to the Trustee.

       

      “Bankruptcy
        Code”: The United States Bankruptcy Code of 1978, as amended.

       


      
        
          
          

        

        
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      “Bankruptcy
        Loss”: With respect to any Mortgage Loan, a Deficient Valuation or Debt Service
        Reduction; provided, however, that a Deficient Valuation or a Debt Service
        Reduction shall not be deemed a Bankruptcy Loss hereunder so long as the
        Master
        Servicer has notified the Trustee in writing that the Master Servicer is
        diligently pursuing any remedies that may exist in connection with the related
        Mortgage Loan and either (A) the related Mortgage Loan is not in default
        with
        regard to payments due thereunder or (B) delinquent payments of principal
        and
        interest under the related Mortgage Loan and any related escrow payments
        in
        respect of such Mortgage Loan are being advanced on a current basis by the
        Master Servicer, in either case without giving effect to any Deficient Valuation
        or Debt Service Reduction.

       

      “Business
        Day”: Any day other than (i) a Saturday or a Sunday or (ii) a day on which
        banking institutions in the State of ______________ or the State of
        ______________ (and such other state or states in which the Custodial Account
        or
        the Certificate Account are at the time located) are required or authorized
        by
        law or executive order to be closed.

       

      “Cash
        Liquidation”: As to any defaulted Mortgage Loan other than a Mortgage Loan as to
        which an REO Acquisition occurred, the final receipt by or on behalf of the
        Master Servicer of all Insurance Proceeds, Liquidation Proceeds and other
        payments or cash recoveries which the Master Servicer reasonably and in good
        faith expects to be finally recoverable with respect to such Mortgage
        Loan.

       

      “Certificate”:
        Any Class A, Class B or Class R Certificate.

       

      “Certificate
        Account”: The account or accounts created and maintained pursuant to Section
        4.01, which shall be entitled “___________________________________, as trustee,
        in trust for the registered holders of BNP
        Paribas Mortgage ABS
        LLC,
        Mortgage Pass-Through Certificates, Series 200_-__” and which must be an
        Eligible Account.

       

      “Certificate
        Account Deposit Date”: The 20th day (or if such 20th day is not a Business Day,
        the Business Day immediately preceding such 20th day) of the month.

       

      “Certificateholder”
        or “Holder”: The Person in whose name a Certificate is registered in the
        Certificate Register, except that, neither a Disqualified Organization nor
        a
        Non-United States Person shall be a Holder of a Class R Certificate for any
        purposes hereof and, solely for the purposes of giving any consent pursuant
        to
        this Agreement, any Certificate registered in the name of the Depositor or
        the
        Master Servicer or any affiliate thereof shall be deemed not to be outstanding
        and the Voting Rights to which it is entitled shall not be taken into account
        in
        determining whether the requisite percentage of Voting Rights necessary to
        effect any such consent has been obtained, except as otherwise provided in
        Section 11.01. The Trustee shall be entitled to rely upon a certification
        of the
        Depositor or the Master Servicer in determining if any Certificates are
        registered in the name of a respective affiliate.

       

      “Certificate
        Owner”: With respect to a Book-Entry Certificate, the Person who is the
        beneficial owner of such Certificate, as reflected on the books of an indirect
        participating brokerage firm for which a Depositor Participant acts as agent,
        if
        any, and otherwise on the books of a Depositor Participant, if any, and
        otherwise on the books of the Depositor.

       


      
        
          
          

        

        
          -4-

          
            

          

        

        
          
          

        

      


      


       

      “Certificate
        Principal Balance”: With respect to each Class A Certificate (other than a Class
        A-5 Certificate or Class A-7 Certificate), on any date of determination,
        an
        amount equal to (i) the Initial Certificate Principal Balance of such
        Certificate as specified on the face thereof, minus (ii) the sum of (x) the
        aggregate of all amounts previously distributed with respect to such Certificate
        (or any predecessor Certificate) and applied to reduce the Certificate Principal
        Balance thereof pursuant to Section 4.02(b) and (y) the aggregate of all
        reductions in Certificate Principal Balance deemed to have occurred in
        connection with Realized Losses which were previously allocated to such
        Certificate (or any predecessor Certificate) pursuant to Section 4.04. With
        respect to the Class B Certificates, on any date of determination, an amount
        equal to the Percentage Interest evidenced by such Certificate times the
        excess,
        if any, of (A) the then aggregate Stated Principal Balance of the Mortgage
        Loans
        over (B) the then aggregate Certificate Principal Balance of all other Classes
        of Certificates then outstanding. The Class A-5 Certificates, Class A-7
        Certificates and Class R Certificates have no Certificate Principal
        Balance.

       

      “Certificate
        Register”: The register maintained pursuant to Section 5.02.

       

      “Class”:
        Collectively, all of the Certificates bearing the same designation.

       

      “Class
        A
        Certificate”: Any one of the Class A-1, Class A-2, Class A-3, Class A-4, Class
        A-5, Class A-6 or Class A-7 Certificates, executed by the Trustee and
        authenticated by the Certificate Registrar substantially in the form annexed
        hereto as Exhibit A-1, each such Certificate evidencing an interest designated
        as a “regular interest” in the Trust Fund for purposes of the REMIC
        Provisions.

       

      “Class
        B
        Certificate”: The Class B Certificates executed by the Trustee and authenticated
        by the Certificate Registrar substantially in the form annexed hereto as
        Exhibit
        A-2 and evidencing an interest designated as a “regular interest” in the Trust
        Fund for purposes of the REMIC Provisions.

       

      “Class
        B
        Percentage”: With respect to any Distribution Date, the lesser of (i) 100% minus
        the Senior Percentage and (ii) a fraction, expressed as a percentage, the
        numerator of which is the aggregate Certificate Principal Balance of the
        Class B
        Certificates immediately prior to such date and the denominator of which
        is the
        aggregate Stated Principal Balance of all of the Mortgage Loans (or related
        REO
        Properties) immediately prior to such Distribution Date.

       

      “Class
        R
        Certificate”: Any one of the Class R Certificates executed and delivered by the
        Trustee substantially in the form annexed hereto as Exhibit B and evidencing
        an
        interest designated as a “residual interest” in the REMIC for purposes of the
        REMIC Provisions.

       

      “Closing
        Date” : _______________ ___, 20__.

       

      “Code”:
        The Internal Revenue Code of 1986.

       

      “Collateral
        Value”: The appraised value of a Mortgaged Property based upon the lesser of (i)
        the appraisal made at the time of the origination of the related Mortgage
        Loan,
        or (ii) the sales price of such Mortgaged Property at such time of origination.
        With respect to a Mortgage Loan the proceeds of which were used to refinance
        an
        existing mortgage loan, the appraised value of the Mortgaged Property based
        upon
        the appraisal (as reviewed and approved by the Seller) obtained at the time
        of
        refinancing.

       


      
        
          
          

        

        
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      “Depositor”:
        BNP Paribas Mortgage ABS LLC, or its successor in interest.

       

      “Corporate
        Trust Office”: The principal office of the Trustee at which at any particular
        time its corporate trust business with respect to this Agreement shall be
        administered, which office at the date of the execution of this instrument
        is
        located at _____________________, Attention: __________________ Series
        200_-__.

       

      “Credit
        Support Depletion Date”: The first Distribution Date on which the Senior
        Percentage equals 100%.

       

      “Custodial
        Account”: The custodial account or accounts created and maintained pursuant to
        Section 3.10 in a depository institution, as custodian for the holders of
        the
        Certificates, for the holders of certain other interests in mortgage loans
        serviced or sold by the Master Servicer and for the Master Servicer, into
        which
        the amounts set forth in Section 3.10 shall be deposited directly. Any such
        account or accounts shall be an Eligible Account.

       

      “Cut-off
        Date”: _____________ 1, 200_.

       

      “Debt
        Service Reduction”: With respect to any Mortgage Loan, a reduction in the
        scheduled Monthly Payment for such Mortgage Loan by a court of competent
        jurisdiction in a proceeding under the Bankruptcy Code, except such a reduction
        constituting a Deficient Valuation or any reduction that results in a permanent
        forgiveness of principal.

       

      “Default
        Loss”: Any Realized Loss that is attributable to the related Mortgagor’s failure
        to make any payment of principal or interest as required under the Mortgage
        Note, excluding Special Hazard Losses (or any other loss resulting from damage
        to a Mortgaged Property), Bankruptcy Losses, Fraud Losses, or other losses
        of a
        type not covered by the subordination provided by the Class B Certificates
        pursuant to Section 4.04.

       

      “Deficient
        Valuation”: With respect to any Mortgage Loan, a valuation by a court of
        competent jurisdiction of the Mortgaged Property in an amount less than the
        then
        outstanding indebtedness under the Mortgage Loan, which valuation results
        from a
        proceeding initiated by the Mortgagor under the Bankruptcy Code.

       

      “Definitive
        Certificate”: Any definitive, fully registered Certificate.

       

      “Deleted
        Mortgage Loan”: A Mortgage Loan replaced or to be replaced with a Qualified
        Substitute Mortgage Loan.

       

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

       


      
        
          
          

        

        
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      “Disqualified
        Organization”: Any of the following: (i) the United States, any State or any
        political subdivision thereof, any possession of the United States or any
        agency
        or instrumentality of any of the foregoing (other than an instrumentality
        which
        is a corporation, if all of its activities are subject to tax and, except
        for
        the Freddie Mac, a majority of its board of directors is not selected by
        any
        such governmental unit), (ii) a foreign government, international organization
        or any agency or instrumentality of either the foregoing, (iii) an organization
        (except certain farmers’ cooperatives described in Section 521 of the Code)
        which is exempt from tax imposed by Chapter 1 of the Code (unless such
        organization is subject to the tax imposed by Section 511 of the Code on
        unrelated business taxable income), (iv) rural electric and telephone
        cooperatives described in Section 1381 of the Code or (v) any other Person
        so
        designated by the Trustee based on an Opinion of Counsel obtained by the
        Trustee, at the expense of the Trust Fund, (which opinion shall be sought
        only
        if the Trustee has actual knowledge that the holding of an Ownership Interest
        in
        a Class R Certificate by such Person may cause the Trust Fund or any Person
        having an Ownership Interest in any Class of Certificates, other than such
        Person, to incur a liability for any federal tax imposed under the Code that
        would not otherwise be imposed but for the Transfer of an Ownership Interest
        in
        a Class R Certificate to such Person). The terms “United States,” “State” and
“international organization” shall have the meanings set forth in Section 7701
        of the Code or successor provisions.

       

      “Distribution
        Date”: The 25th day of any month, or if such 25th day is not a Business Day, the
        Business Day immediately following such 25th day commencing on _______ 25,
        20__.

       

      “Due
        Date”: The first day of the month of the related Distribution Date.

       

      “Due
        Period”: With respect to any Distribution Date, the period commencing on the
        second day of the month preceding the month of such Distribution Date (or,
        with
        respect to the first Due Period, the day following the Cut-off Date) and
        ending
        on the related Due Date.

       

      “Eligible
        Account”: An account maintained with a federal or state chartered depository
        institution (i) the short-term obligations of which are rated by each of
        the
        Rating Agencies in its highest rating at the time of any deposit therein,
        or
        (ii) insured by the FDIC (to the limits established by such Corporation),
        the
        uninsured deposits in which account are otherwise secured such that, as
        evidenced by an Opinion of Counsel (obtained by and at the expense of the
        Person
        requesting that the account be held pursuant to this clause (ii)) delivered
        to
        the Trustee prior to the establishment of such account, the Certificateholders
        will have a claim with respect to the funds in such account and a perfected
        first priority security interest against any collateral (which shall be limited
        to Permitted Instruments, each of which shall mature not later than the Business
        Day immediately preceding the Distribution Date next following the date of
        investment in such collateral or the Distribution Date if such Permitted
        Instrument is an obligation of the institution that maintains the Certificate
        Account or Custodial Account) securing such funds that is superior to claims
        of
        any other depositors or general creditors of the depository institution with
        which such account is maintained or (iii) a trust account or accounts maintained
        with a federal or state chartered depository institution or trust company
        with
        trust powers acting in its fiduciary capacity or (iv) an account or accounts
        of
        a depository institution acceptable to the Rating Agencies (as evidenced
        in
        writing by the Rating Agencies that use of any such account as the Custodial
        Account or the Certificate Account will not have an adverse effect on the
        then-current ratings assigned to the Classes of the Certificates then rated
        by
        the Rating Agencies). Eligible Accounts may bear interest.

       


      
        
          
          

        

        
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      “Event
        of
        Default”: One or more of the events described in Section 7.01. 

       

      “Excess
        Bankruptcy Loss”: Any Bankruptcy Loss, or portion thereof, which exceeds the
        then applicable Bankruptcy Amount.

       

      “Excess
        Fraud Loss”: Any Fraud Loss, or portion thereof, which exceeds the then
        applicable Fraud Loss Amount.

       

      “Excess
        Special Hazard Loss”: Any Special Hazard Loss, or portion thereof, that exceeds
        the then applicable Special Hazard Amount.

       

      “Extraordinary
        Events”: Any of the following conditions with respect to a Mortgaged Property or
        Mortgage Loan causing or resulting in a loss which causes the liquidation
        of
        such Mortgage Loan:

       

      (a) losses
        that are of a type that would be covered by the fidelity bond and the errors
        and
        omissions insurance policy required to be maintained pursuant to Section
        3.18
        but are in excess of the coverage maintained thereunder;

       

      (b) nuclear
        reaction or nuclear radiation or radioactive contamination, all whether
        controlled or uncontrolled, and whether such loss be direct or indirect,
        proximate or remote or be in whole or in part caused by, contributed to or
        aggravated by a peril covered by the definition of the term “Special Hazard
        Loss”;

       

      (c) hostile
        or warlike action in time of peace or war, including action in hindering,
        combating or defending against an actual, impending or expected
        attack:

       

      1. by
        any
        government or sovereign power, de jure or de facto, or by any authority
        maintaining or using military, naval or air forces; or

       

      2. by
        military, naval or air forces; or

       

      3. by
        an
        agent of any such government, power, authority or forces;

       

      (d) any
        weapon of war employing atomic fission or radioactive force whether in time
        of
        peace or war; or

       

      (e) insurrection,
        rebellion, revolution, civil war, usurped power or action taken by governmental
        authority in hindering, combating or defending against such an occurrence,
        seizure or destruction under quarantine or customs regulations, confiscation
        by
        order of any government or public authority; or risks of contraband or illegal
        transportation or trade.

       


      
        
          
          

        

        
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      “Extraordinary
        Losses”: Any loss incurred on a Mortgage Loan caused by or resulting from an
        Extraordinary Event.

       

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

       

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

       

      [“Fitch”:
        Fitch Ratings, or its successor in interest.]

       

      “Fraud
        Losses”: Any Realized Loss sustained by reason of a default arising from fraud,
        dishonesty or misrepresentation in connection with the related Mortgage
        Loan.

       

      “Fraud
        Loss Amount”: As of any date of determination after the Cut-off Date, an amount
        equal to: (X) up to and including the [first] anniversary of the Cut-off
        Date an
        amount equal to ______% of the aggregate outstanding principal balance of
        all of
        the Mortgage Loans as of the Cut-off Date minus the aggregate amount of Fraud
        Losses allocated to the Class B Certificates in accordance with Section 4.04
        since the Cut-off Date up to such date of determination, (Y) from the [first]
        to
        the fifth anniversary of the Cut-off Date, an amount equal to (1) the lesser
        of
        (a) the Fraud Loss Amount as of the most recent anniversary of the Cut-off
        Date
        and (b) ______% of the aggregate outstanding principal balance of all of
        the
        Mortgage Loans as of the most recent anniversary of the Cut-off Date minus
        (2)
        the Fraud Losses allocated solely to the Class B Certificates in accordance
        with
        Section 4.04 since the most recent anniversary of the Cut-off Date up to
        such
        date of determination. On and after the fifth anniversary of the Cutoff Date
        the
        Fraud Loss Amount shall be zero.

       

      The
        Fraud
        Loss Amount may be further reduced by the Master Servicer (including
        accelerating the manner in which such coverage is reduced) provided that
        prior
        to any such reduction, the Master Servicer shall (i) obtain written confirmation
        from each Rating Agency that such reduction shall not reduce the rating assigned
        to any Class of Certificates by such Rating Agency below the lower of the
        then-current rating or the rating assigned to such Certificates as of the
        Closing Date by such Rating Agency and (ii) provide a copy of such written
        confirmation to the Trustee.

       

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

       

      “Funding
        Date”: With respect to each Mortgage Loan, the date on which funds were advanced
        by or on behalf of the Seller and interest began to accrue
        thereunder.

       

      “Initial
        Certificate Principal Balance”: With respect to each Class of Certificates, the
        Certificate Principal Balance of such Class of Certificates as of the Cut-off
        Date as set forth in the Preliminary Statement hereto.

       

      “Insurance
        Policy”: With respect to any Mortgage Loan, any insurance policy which is
        required to be maintained from time to time under this Agreement in respect
        of
        such Mortgage Loan.

       


      
        
          
          

        

        
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      “Insurance
        Proceeds”: Proceeds paid by any insurer pursuant to the Primary Mortgage
        Insurance Policy and any other insurance policy covering a Mortgage Loan
        to the
        extent such proceeds are not applied to the restoration of the related Mortgaged
        Property or released to the Mortgagor in accordance with the procedures that
        the
        Master Servicer would follow in servicing mortgage loans held for its own
        account.

       

      “Late
        Collections”: With respect to any Mortgage Loan, all amounts received during any
        Due Period, whether as late payments of Monthly Payments or as Insurance
        Proceeds, Liquidation Proceeds or otherwise, which represent late payments
        or
        collections of Monthly Payments due but delinquent for a previous Due Period
        and
        not previously recovered.

       

      “Liquidation
        Proceeds”: Amounts (other than Insurance Proceeds) received by the Master
        Servicer in connection with the taking of an entire Mortgaged Property by
        exercise of the power of eminent domain or condemnation or in connection
        with
        the liquidation of a defaulted Mortgage Loan through trustee’s sale, foreclosure
        sale or otherwise, other than amounts received in respect of REO
        Property.

       

      “Loan-to-Value
        Ratio”: As of any date, the fraction, expressed as a percentage, the numerator
        of which is the current principal balance of the related Mortgage Loan at
        the
        date of determination and the denominator of which is the Collateral Value
        of
        the related Mortgaged Property.

       

      “Master
        Servicer”: [Name of Master Servicer], or any successor master servicer appointed
        as herein provided.

       

      “Monthly
        Payment”: With respect to any Mortgage Loan, the scheduled monthly payment of
        principal and interest on such Mortgage Loan which is payable by a Mortgagor
        from time to time under the related Mortgage Note as originally executed
        (after
        adjustment, if any, for Principal Prepayments and for Deficient Valuations
        occurring prior to such Due Date, and after any adjustment by reason of any
        bankruptcy or similar proceeding or any moratorium or similar waiver or grace
        period).

       

      [“Moody’s”:
        Moody’s Investors Service, Inc. or its successor in interest.]

       

      “Mortgage”:
        The mortgage, deed of trust or any other instrument securing the Mortgage
        Loan.

       

      “Mortgage
        File”: The mortgage documents listed in Section 2.01 pertaining to a particular
        Mortgage Loan and any additional documents required to be added to the Mortgage
        File pursuant to this Agreement; provided, that whenever the term “Mortgage
        File” is used to refer to documents actually received by the Trustee, such term
        shall not be deemed to include such additional documents required to be added
        unless they are actually so added.

       

      “Mortgage
        Loan”: Each of the mortgage loans, transferred and assigned to the Trustee
        pursuant to Section 2.01 or Section 2.03 and from time to time held in the
        Trust
        Fund, the Mortgage Loans originally so transferred, assigned and held being
        identified in the Mortgage Loan Schedule attached hereto as Exhibit H (and
        any
        Qualified Substitute Mortgage Loans). As used herein, the term “Mortgage Loan”
includes the related Mortgage Note and Mortgage.

       


      
        
          
          

        

        
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      “Mortgage
        Loan Schedule”: As of any date of determination, the schedule of Mortgage Loans
        included in the Trust Fund. The initial schedule of Mortgage Loans with
        accompanying information transferred on the Closing Date to the Trustee as
        part
        of the Trust Fund for the Certificates, attached hereto as Exhibit H (as
        amended
        from time to time to reflect the addition of Qualified Substitute Mortgage
        Loans) (and, for purposes of the Trustee’s review of the Mortgage Files pursuant
        to Section 2.02, in computer-readable form as delivered to the Trustee),
        which
        list shall set forth the following information, if applicable, with respect
        to
        each Mortgage Loan:

       

      (i) the
        loan
        number and name of the Mortgagor;

       

      (ii) the
        street address, city, state and zip code of the Mortgaged Property;

       

      (iii) the
        Mortgage Rate;

       

      (iv) the
        maturity date;

       

      (v) the
        original principal balance;

       

      (vi) the
        first
        payment date;

       

      (vii) the
        type
        of Mortgaged Property;

       

      (viii) the
        Monthly Payment in effect as of the Cut-off Date;

       

      (ix) the
        principal balance as of the Cut-off Date;

       

      (x) the
        occupancy status;

       

      (xi) the
        purpose of the Mortgage Loan;

       

      (xii) the
        Collateral Value of the Mortgaged Property;

       

      (xiii) the
        original term to maturity;

       

      (xiv) the
        paid-through date of the Mortgage Loan;

       

      (xv) the
        Loan-to-Value Ratio; and

       

      (xvi) whether
        or not the Mortgage Loan was underwritten pursuant to a limited documentation
        program.

       

      The
        Mortgage Loan Schedule shall also set forth the total of the amounts described
        under (ix) above for all of the Mortgage Loans. The Mortgage Loan Schedule
        may
        be in the form of more than one schedule, collectively setting forth all
        of the
        information required. With respect to any Qualified Substitute Mortgage Loan,
        the item described in clauses (viii) shall be set forth as the date of
        substitution.

       


      
        
          
          

        

        
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      “Mortgage
        Note”: The note or other evidence of the indebtedness of a Mortgagor under a
        Mortgage Loan.

       

      “Mortgage
        Rate”: With respect to any Mortgage Loan, the annual rate at which interest
        accrues on such Mortgage Loan. “Mortgaged Property”: The underlying property
        securing a Mortgage Loan.

       

      “Mortgagor”:
        The obligor or obligors on a Mortgage Note.

       

      “Net
        Mortgage Rate”: As to each Mortgage Loan, a per annum rate of interest equal to
        the related Mortgage Rate as in effect from time to time minus the sum of
        the
        Servicing Fee Rate and the rate at which the Trustee’s Fee accrues.

       

      “Nonrecoverable
        Advance”: Any Advance previously made or proposed to be made in respect of a
        Mortgage Loan which, in the good faith judgment of the Master Servicer, will
        not
        or, in the case of a proposed Advance, would not be ultimately recoverable
        from
        related Late Collections, Insurance Proceeds, Liquidation Proceeds, REO Proceeds
        or amounts reimbursable to the Master Servicer pursuant to Section 4.01(b).
        The
        determination by the Master Servicer that it has made a Nonrecoverable Advance
        or that any proposed Advance would constitute a Nonrecoverable Advance, shall
        be
        evidenced by an Officers’ Certificate delivered to the Depositor and the
        Trustee.

       

      “Non-United
        States Person”: Any Person other than a United States Person.

       

      “Notional
        Amount”: As of any Distribution Date, with respect to the Class A-5 Certificates
        and the Class A-7 Certificates, an amount equal to the aggregate Certificate
        Principal Balance of all Classes of Certificates immediately prior to such
        date.

       

      “Officers’
        Certificate”: A certificate signed by the Chairman of the Board, the Vice
        Chairman of the Board, the President or a vice president and by the Treasurer,
        the Secretary, or one of the assistant treasurers or assistant secretaries
        of
        the Master Servicer or of the Sub-Servicer and delivered to the Depositor
        and
        Trustee.

       

      “Opinion
        of Counsel”: A written opinion of counsel, who may be counsel for the Depositor
        or the Master Servicer, reasonably acceptable to the Trustee; except that
        any
        opinion of counsel relating to (a) the qualification of any account required
        to
        be maintained pursuant to this Agreement as an Eligible Account, (b)
        qualification of the Trust Fund as a REMIC, (c) compliance with the REMIC
        Provisions or (d) resignation of the Master Servicer pursuant to Section
        6.04
        must be an opinion of counsel who (i) is in fact independent of the Depositor
        and the Master Servicer, (ii) does not have any direct financial interest
        or any
        material indirect financial interest in the Depositor or the Master Servicer
        or
        in an affiliate of either and (iii) is not connected with the Depositor or
        the
        Master Servicer as an officer, employee, director or person performing similar
        functions.

       


      
        
          
          

        

        
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      “Optimal
        Percentage”: A fraction, expressed as a percentage, the numerator of which is
        the Certificate Principal Balance of the Class A-1 Certificates immediately
        prior to the applicable Distribution Date and the denominator of which is
        the
        aggregate Certificate Principal Balance of all of the Class A Certificates
        immediately prior to such Distribution Date.

       

      “Optimal
        Principal Distribution Amount”: An amount equal to the product of (i) the then
        applicable Optimal Percentage and (ii) the Senior Principal Distribution
        Amount.

       

      “Original
        Senior Percentage”: _______%, which is the fraction, expressed as a percentage,
        the numerator of which is the aggregate Initial Certificate Principal Balance
        of
        the Class A Certificates and the denominator of which is the aggregate Stated
        Principal Balance of the Mortgage Loans.

       

      “OTS”:
        Office of Thrift Supervision or any successor.

       

      “Outstanding
        Mortgage Loan”: As to any Due Date, a Mortgage Loan (including an REO Property)
        which was not the subject of a Principal Prepayment in full, Cash Liquidation
        or
        REO Disposition and which was not purchased or substituted for prior to such
        Due
        Date pursuant to Sections 2.02 or 2.04.

       

      “Ownership
        Interest”: As to any Certificate, any ownership or security interest in such
        Certificate, including any interest in such Certificate as the Holder thereof
        and any other interest therein, whether direct or indirect, legal or beneficial,
        as owner or as pledgee.

       

      “Pass-Through
        Rate”: With respect to the Class A Certificates (other than the Class A-7
        Certificates) and Class B Certificates and any Distribution Date, the per
        annum
        rate set forth in the Preliminary Statement hereto. With respect to the Class
        A-7 Certificates and any Distribution Date, a rate equal to the weighted
        average, expressed as a percentage, of the Pool Strip Rates of all Mortgage
        Loans in the Trust Fund as of the Due Date in the month immediately preceding
        the month in which such Distribution Date occurs, weighted on the basis of
        the
        respective Stated Principal Balances of such Mortgage Loans, which Stated
        Principal Balances shall be the Stated Principal Balances of such Mortgage
        Loans
        at the close of business on the immediately preceding Distribution Date after
        giving effect to the distributions thereon allocable to principal (or, in
        the
        case of the initial Distribution Date, at the close of business on the Cut-off
        Date). With respect to the Class A-7 Certificates and the initial Distribution
        Date, the Pass-Through Rate is equal to ______% per annum.

       

      “Percentage
        Interest”: With respect to any Certificate (other than a Class A-5, Class A-7 or
        Class R Certificate), the undivided percentage ownership interest in the
        related
        Class evidenced by such Certificate, which percentage ownership interest
        shall
        be equal to the initial Certificate Principal Balance thereof divided by
        the
        aggregate Initial Certificate Principal Balance of all of the Certificates
        of
        the same Class. With respect to a Class A-5 or Class A-7 Certificate, the
        undivided percentage ownership interest in the related Class evidenced by
        such
        Certificate, which percentage ownership interest shall be equal to the initial
        Notional Amount thereof divided by the aggregate initial Notional Amount
        of all
        of the Certificates of the same Class. With respect to a Class R Certificate,
        the interest in distributions to be made with respect to such Class evidenced
        thereby, expressed as a percentage, as stated on the face of each such
        Certificate.

       


      
        
          
          

        

        
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      “Permitted
        Instruments”: Any one or more of the following:

       

      (xvii) 
        (a)
 direct
        obligations of, or obligations fully guaranteed as to principal and interest
        by,
        the United States or any agency or instrumentality thereof, provided such
        obligations are backed by the full faith and credit of the United States
        and (b)
        direct obligations of, and obligations guaranteed as to timely payment by
        Freddie Mac or Fannie Mae if, at the time of investment, they are assigned
        the
        highest credit rating by the Rating Agencies;

       

      (xviii) repurchase
        obligations (the collateral for which is held by a third party or the Trustee)
        with respect to any security described in clause (i) above, provided that
        the
        short-term unsecured obligations of the party agreeing to repurchase such
        obligations are at the time rated by each Rating Agency in one of its two
        highest long-term rating categories;

       

      (xix) certificates
        of deposit, time deposits, demand deposits and bankers’ acceptances of any bank
        or trust company incorporated under the laws of the United States or any
        state
        thereof or the District of Columbia, provided that the short-term commercial
        paper of such bank or trust company (or, in the case of the principal depository
        institution in a depository institution holding company, the long-term unsecured
        debt obligations of the depository institution holding company) at the date
        of
        acquisition thereof has been rated by each Rating Agency in its highest
        short-term rating;

       

      (xx) commercial
        paper (having original maturities of not more than nine months) of any
        corporation incorporated under the laws of the United States or any state
        thereof or the District of Columbia which on the date of acquisition has
        been
        rated by each Rating Agency in its highest short- term rating;

       

      (xxi) a
        money
        market fund or a qualified investment fund rated by each Rating Agency in
        its
        highest rating available; and

       

      (xxii) if
        previously confirmed in writing to the Trustee, any other obligation or security
        acceptable to each Rating Agency in respect of mortgage pass-through
        certificates rated in each Rating Agency’s highest rating category;

       

      provided,
        that no such instrument shall be a Permitted Instrument if such instrument
        evidences either (a) the right to receive interest only payments with respect
        to
        the obligations underlying such instrument or (b) both principal and interest
        payments derived from obligations underlying such instrument where the principal
        and interest payments with respect to such instrument provide a yield to
        maturity exceeding 120% of the yield to maturity at par of such underlying
        obligation.

       

      “Permitted
        Transferee”: Any transferee of a Class R Certificate other than a Disqualified
        Organization or a Non-United States Person.

       


      
        
          
          

        

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

       

      “Pool
        Strip Rate”: With respect to each Mortgage Loan, the rate per annum equal to the
        Net Mortgage Rate thereon minus _____% per annum.

       

      “Prepayment
        Assumption”: A prepayment assumption of _____% of the standard prepayment
        assumption, used for determining the accrual of original issue discount and
        market discount and premium on the Certificates for federal income tax purposes.
        The standard prepayment assumption assumes a constant rate of prepayment
        of
        mortgage loans of 0.2% per annum of the then outstanding principal balance
        of
        such mortgage loans in the first month of the life of the mortgage loans,
        increasing by an additional 0.2% per annum in each succeeding month until
        the
        thirtieth month, and a constant 6% per annum rate of prepayment thereafter
        for
        the life of such mortgage loans.

       

      “Prepayment
        Interest Shortfall”: With respect to any Distribution Date, for each Mortgage
        Loan that was the subject of a partial Principal Prepayment, a Principal
        Prepayment in full, or of a Cash Liquidation or an REO Disposition during
        the
        related Prepayment Period, an amount equal to the amount of interest that
        would
        have accrued at the applicable Net Mortgage Rate (i) in the case of a Principal
        Prepayment in full, Cash Liquidation or REO Disposition on the principal
        balance
        of such Mortgage Loan immediately prior to such prepayment (or liquidation),
        commencing on the date of prepayment (or liquidation) and ending on the last
        day
        of the month of prepayment or liquidation or (ii) in the case of a partial
        Principal Prepayment, on the amount of such prepayment, commencing on the
        date
        as of which the prepayment is applied and ending on the last day of the month
        of
        prepayment.

       

      “Prepayment
        Period”: As to any Distribution Date, the calendar month preceding the month in
        which such Distribution Date occurs.

       

      “Primary
        Hazard Insurance Policy”: Each primary hazard insurance policy required to be
        maintained pursuant to Section 3.13.

       

      “Primary
        Mortgage Insurance Policy”: Each primary mortgage insurance policy required to
        be maintained pursuant to Section 3.13.

       

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

       

      “Purchase
        Price”: With respect to any Mortgage Loan (or REO Property) required to be
        purchased pursuant to Section 2.02 or 2.04, an amount equal to the sum of
        (i)
        100% of the Stated Principal Balance thereof, (ii) unpaid accrued interest
        (or
        REO Imputed Interest) at the sum of the applicable Net Mortgage Rate, the
        rate
        at which the Trustee’s Fee accrues on the Stated Principal Balance thereof
        outstanding during each Due Period that such interest was not paid or advanced,
        from the date through which interest was last paid by the Mortgagor or advanced
        and distributed to Certificateholders together with unpaid related Servicing
        Fees from the date through which interest was last paid by the Mortgagor,
        in
        each case to the first day of the month in which such Purchase Price is to
        be
        distributed, plus (iii) the aggregate of all Advances made in respect thereof
        that were not previously reimbursed.

       


      
        
          
          

        

        
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      “Qualified
        Insurer”: An insurance company duly qualified as such under the laws of the
        state of its principal place of business and each state having jurisdiction
        over
        such insurer in connection with the insurance policy issued by such insurer,
        duly authorized and licensed in such states to transact business in such
        states
        and to write the insurance provided by the insurance policy issued by it,
        approved as an insurer by the Master Servicer, as a Fannie Mae approved mortgage
        insurer and having a claims paying ability rating of at least “AA” by
        ________________ and which is acceptable to _______________. Any replacement
        insurer with respect to a Mortgage Loan must have at least as high a claims
        paying ability rating by ______________ and _______________ as the insurer
        it
        replaces had on the Closing Date.

       

      “Qualified
        Substitute Mortgage Loan”: A Mortgage Loan substituted by the Depositor for a
        Deleted Mortgage Loan which must, on the date of such substitution, as confirmed
        in an Officers’ Certificate delivered to the Trustee, (i) have an outstanding
        principal balance, after deduction of the principal portion of the monthly
        payment due in the month of substitution (or in the case of a substitution
        of
        more than one Mortgage Loan for a Deleted Mortgage Loan, an aggregate
        outstanding principal balance, after such deduction), not in excess of the
        Stated Principal Balance of the Deleted Mortgage Loan (the amount of any
        shortfall to be deposited by the Master Servicer, in the Custodial Account
        in
        the month of substitution); (ii) have a Mortgage Rate and a Net Mortgage
        Rate no
        lower than and not more than 1% per annum higher than the Mortgage Rate and
        Net
        Mortgage Rate, respectively, of the Deleted Mortgage Loan as of the date
        of
        substitution; (iii) have a remaining term to stated maturity not greater
        than
        (and not more than one year less than) that of the Deleted Mortgage Loan;
        (iv)
        comply with each representation and warranty set forth in Section 2 of the
        Seller’s Warranty Certificate; (v) have a Loan-to-Value Ratio as of the date of
        substitution equal to or lower than the Loan-to-Value Ratio of the Deleted
        Mortgage Loan as of such date; and (vi) be covered under a Primary Insurance
        Policy if such Qualified Substitute Mortgage Loan has a Loan-to-Value Ratio
        in
        excess of 80%. In the event that one or more mortgage loans are substituted
        for
        one or more Deleted Mortgage Loans, the amounts described in clause (i) hereof
        shall be determined on the basis of aggregate principal balances, the Mortgage
        Rates described in clause (ii) hereof shall be determined on the basis of
        weighted average Mortgage Rates, the Net Mortgage Rates described in clause
        (ii)
        hereof shall be satisfied as to each such mortgage loan, the terms described
        in
        clause (iii) shall be determined on the basis of weighted average remaining
        terms to maturity, the Loan-to-Value Ratios described in clause (v) hereof
        shall
        be satisfied as to each such mortgage loan and, except to the extent otherwise
        provided in this sentence, the representations and warranties described in
        clause (iv) hereof must be satisfied as to each Qualified Substitute Mortgage
        Loan or in the aggregate, as the case may be.

       

      “Rating
        Agency”: [Standard & Poor’s] [Moody’s] [Fitch]. If either agency or a
        successor is no longer in existence, “Rating Agency” shall be such statistical
        credit rating agency, or other comparable Person, designated by the Depositor,
        notice of which designation shall be given to the Trustee and the Master
        Servicer. References herein to the two highest long term debt rating categories
        of a Rating Agency shall mean “AA” or better in the case of [Standard &
Poor’s] [Fitch] and “Aa2” or better in the case of Moody’s and references herein
        to the highest short-term debt rating of a Rating Agency shall mean “A-1” in the
        case of [Standard & Poor’s,] and in the case of any other Rating Agency such
        references shall mean such rating categories without regard to any plus or
        minus.

       


      
        
          
          

        

        
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      “Realized
        Loss”: With respect to any Mortgage Loan or related REO Property as to which a
        Cash Liquidation or REO Disposition has occurred, an amount (not less than
        zero)
        equal to (i) the Stated Principal Balance of the Mortgage Loan as of the
        date of
        Cash Liquidation or REO Disposition, plus (ii) interest (and REO Imputed
        Interest, if any) at the related Net Mortgage Rate from the Due Date as to
        which
        interest was last paid or advanced to Certificateholders up to the date of
        the
        Cash Liquidation or REO Disposition on the Stated Principal Balance of such
        Mortgage Loan outstanding during each Due Period that such interest was not
        paid
        or advanced, minus (iii) the proceeds, if any, received during the month
        in
        which such Cash Liquidation or REO Disposition occurred, to the extent applied
        as recoveries of interest at the related Net Mortgage Rate and to principal
        of
        the Mortgage Loan, net of the portion thereof reimbursable to the Master
        Servicer or any Sub-Servicer with respect to related Advances not previously
        reimbursed. With respect to each Mortgage Loan which has become the subject
        of a
        Deficient Valuation, the difference between the principal balance of the
        Mortgage Loan outstanding immediately prior to such Deficient Valuation and
        the
        principal balance of the Mortgage Loan as reduced by the Deficient Valuation.
        With respect to each Mortgage Loan which has become the subject of a Debt
        Service Reduction, the amount of such Debt Service Reduction.

       

      “Record
        Date”: The last Business Day of the month immediately preceding the month of the
        related Distribution Date.

       

      “Regular
        Certificate”: Any of the Certificates other than the Class R
        Certificates.

       

      “Relief
        Act”: The Servicemembers Relief Act of 2003, as amended.

       

      “Relief
        Act Interest Shortfall”: With respect to any Distribution Date and any Mortgage
        Loan, any reduction in the amount of interest collectible on such Mortgage
        Loan
        for the most recently ended calendar month as a result of the application
        of the
        Relief Act.

       

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

       

      “REMIC
        Provisions”: Provisions of the federal income tax law relating to real estate
        mortgage investment conduits, which appear at Sections 860A through 860G
        of
        Subchapter M of Chapter 1 of the Code, and related provisions, and proposed,
        temporary and final regulations and published rulings, notices and announcements
        promulgated thereunder, as the foregoing may be in effect from time to
        time.

       


      
        
          
          

        

        
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      “Remittance
        Report”: A report prepared by the Master Servicer providing the information set
        forth in Exhibit E attached hereto.

       

      “REO
        Acquisition”: The acquisition by the Master Servicer on behalf of the Trustee
        for the benefit of the Certificateholders of any REO Property pursuant to
        Section 3.15.

       

      “REO
        Disposition”: The receipt by the Master Servicer of Insurance Proceeds,
        Liquidation Proceeds and other payments and recoveries (including proceeds
        of a
        final sale) which the Master Servicer expects to be finally recoverable from
        the
        sale or other disposition of the REO Property.

       

      “REO
        Imputed Interest”: As to any REO Property, for any period, an amount equivalent
        to interest (at the Mortgage Rate that would have been applicable to the
        related
        Mortgage Loan had it been outstanding) on the unpaid principal balance of
        the
        Mortgage Loan as of the date of acquisition thereof (as such balance is reduced
        by any income from the REO Property treated as a recovery of principal pursuant
        to Section 3.15).

       

      “REO
        Proceeds”: Proceeds, net of directly related expenses, received in respect of
        any REO Property (including, without limitation, proceeds from the rental
        of the
        related Mortgaged Property and of any REO Disposition), which proceeds are
        required to be deposited into the Custodial Account as and when
        received.

       

      “REO
        Property”: A Mortgaged Property acquired by the Master Servicer through
        foreclosure or deed-in-lieu of foreclosure in connection with a defaulted
        Mortgage Loan.

       

      “Request
        for Release”: A release signed by a Servicing Officer, in the form of Exhibits
        F-1 or F-2 attached hereto.

       

      “Required
        Insurance Policy”: With respect to any Mortgage Loan, any Insurance Policy or
        any other insurance policy that is required to be maintained from time to
        time
        under this Agreement or pursuant to the provisions of a Mortgage
        Loan.

       

      “Residual
        Certificate”: Any of the Class R Certificates.

       

      “Responsible
        Officer”: When used with respect to the Trustee, the Chairman or Vice Chairman
        of the Board of Directors or Trustees, the Chairman or Vice Chairman of the
        Executive or Standing Committee of the Board of Directors or Trustees, the
        President, the Chairman of the Committee on Trust Matters, any vice president,
        any assistant vice president, the Secretary, any assistant secretary, the
        Treasurer, any assistant treasurer, the Cashier, any assistant cashier, any
        trust officer or assistant trust officer, the Controller and any assistant
        controller or any other officer of the Trustee customarily performing functions
        similar to those performed by any of the above designated officers and also,
        with respect to a particular matter, any other officer to whom such matter
        is
        referred because of such officer’s knowledge of and familiarity with the
        particular subject.

       

      “Seller”:
        [Name of Seller] and its successors and assigns.

       


      
        
          
          

        

        
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      “Seller’s
        Warranty Certificate”: The Seller’s Warranty Certificate of the Seller, dated
        ______ __, 20__, in the form of Exhibit I attached hereto.

       

      “Senior
        Accelerated Distribution Percentage”: With respect to any Distribution Date, the
        percentage indicated below:

       

      DISTRIBUTION
        DATE SENIOR ACCELERATED DISTRIBUTION PERCENTAGE

       

      [TABLE]

       

      provided,
        however, (i) that any scheduled reduction to the Senior Accelerated Distribution
        Percentage described above shall not occur as of any Distribution Date unless
        either (a)(1) the outstanding principal balance of Mortgage Loans delinquent
        [60] days or more averaged over the last six months, as a percentage of the
        aggregate outstanding principal balance of all Mortgage Loans averaged over
        the
        last [six] months, does not exceed [2%] and (2) Realized Losses on the Mortgage
        Loans to date for such Distribution Date if occurring during the sixth, seventh,
        eighth, ninth or tenth year (or any year thereafter) after the Closing Date
        are
        less than [30%, 35%, 40%, 45% or 50%], respectively, of the Initial Certificate
        Principal Balance of the Class B Certificates or (b)(1) the outstanding
        principal balance of the Mortgage Loans delinquent [60] days or more averaged
        over the last six months, as a percentage of the aggregate outstanding principal
        balance of all Mortgage Loans averaged over the last [six] months, does not
        exceed [4%] and (2) Realized Losses on the Mortgage Loans to date for such
        Distribution Date are less than [10%] of the Initial Certificate Principal
        Balance of the Class B Certificates and (ii) that for any Distribution Date
        on
        which the Senior Percentage is greater than the Original Senior Percentage,
        the
        Senior Accelerated Distribution Percentage for such Distribution Date shall
        be
        100%. Notwithstanding the foregoing, upon the reduction of the aggregate
        Certificate Principal Balance of the Class A Certificates to zero, the Senior
        Accelerated Distribution Percentage shall thereafter be 0%.

       

      “Senior
        Percentage”: As of any Distribution Date, the lesser of 100% and a fraction,
        expressed as a percentage, the numerator of which is the aggregate Certificate
        Principal Balance of the Class A Certificates immediately prior to such
        Distribution Date and the denominator of which is the aggregate Stated Principal
        Balance of all of the Mortgage Loans (or related REO Properties) immediately
        prior to such Distribution Date.

       

      “Senior
        Principal Distribution Amount”: As to any Distribution Date, the lesser of (a)
        the balance of the Available Distribution Amount remaining after the
        distribution of all amounts required to be distributed pursuant to Section
        4.02(b)(i) and (b) the sum of the amounts required to be distributed to the
        Class A Certificateholders on such Distribution Date pursuant to Section
        4.02(b)(ii) and (vi).

       

      “Servicing
        Account”: The account or accounts created and maintained pursuant to Section
        3.09.

       


      
        
          
          

        

        
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      “Servicing
        Advances”: All customary, reasonable and necessary  “out
        of
        pocket” costs and expenses incurred in connection with a default, delinquency or
        other unanticipated event by the Master Servicer in the performance of its
        servicing obligations, including, but not limited to, the cost of (i) the
        preservation, restoration and protection of a Mortgaged Property, (ii) any
        enforcement or judicial proceedings, including foreclosures, (iii) the
        management and liquidation of any REO Property and (iv) compliance with the
        obligations under the second paragraph of Section 3.01 and Section
        3.09.

       

      “Servicing
        Fee”: As to each Mortgage Loan, an amount, payable out of any payment of
        interest on the Mortgage Loan, equal to interest at the related Servicing
        Fee
        Rate on the Stated Principal Balance of such Mortgage Loan for the calendar
        month preceding the month in which the payment is due (alternatively, in
        the
        event such payment of interest accompanies a Principal Prepayment in full
        made
        by the Mortgagor, interest for the number of days covered by such payment
        of
        interest).

       

      “Servicing
        Fee Rate”: With respect to each Mortgage Loan, the per annum rate of
        ______%.

       

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

       

      “Single
        Certificate”: A Certificate of any Class evidencing the minimum denomination for
        Certificates of such Class as set forth in Section 5.01.

       

      “Special
        Hazard Amount”: As of any Distribution Date, an amount equal to $___________
        (the initial “Special Hazard Amount”) minus the sum of (i) the aggregate amount
        of Special Hazard Losses allocated solely to the Class B Certificates pursuant
        to Section 4.04 and (ii) the Adjustment Amount (as defined below) as most
        recently calculated. For each anniversary of the Cut-off Date, the Adjustment
        Amount shall be calculated and shall be equal to the amount, if any, by which
        the amount calculated in accordance with the preceding sentence (without
        giving
        effect to the deduction of the Adjustment Amount for such anniversary) exceeds
        the greater of (A) the product of the Special Hazard Percentage for such
        anniversary multiplied by the outstanding principal balance of all of the
        Mortgage Loans on such anniversary and (B) twice the outstanding principal
        balance of the Mortgage Loan which has the largest outstanding principal
        balance
        on such Anniversary.

       

      “Special
        Hazard Percentage”: As of each anniversary of the Cut-off Date, the greater of
        (i) 1% and (ii) the largest percentage obtained by dividing the aggregate
        outstanding principal balance on such anniversary of the Mortgage Loans secured
        by Mortgaged Properties located in a single, five-digit zip code area in
        the
        State of California by the outstanding principal balance of all the Mortgage
        Loans on such anniversary.

       

      “[Standard
        & Poor’s”: Standard & Poor’s, a division of The McGraw-Hill Companies,
        Inc., or its successor in interest.]

       

      “Startup
        Day”: The day designated as such pursuant to Article X hereof.

       


      
        
          
          

        

        
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      “Stated
        Principal Balance”: With respect to any Mortgage Loan or related REO Property at
        any given time, (i) the principal balance of the Mortgage Loan outstanding
        as of
        the Cut-off Date, after application of principal payments due on or before
        such
        date, whether or not received, minus (ii) the sum of (a) the principal portion
        of the Monthly Payments due with respect to such Mortgage Loan or REO Property
        during each Due Period ending prior to the most recent Distribution Date
        which
        were received or with respect to which an Advance was made, (b) all Principal
        Prepayments with respect to such Mortgage Loan or REO Property, and all
        Insurance Proceeds, Liquidation Proceeds and net income from a REO Property
        to
        the extent applied by the Master Servicer as recoveries of principal in
        accordance with Section 3.15 with respect to such Mortgage Loan or REO Property,
        which were distributed pursuant to Section 4.01 on any previous Distribution
        Date and (c) any Realized Loss with respect thereto allocated pursuant to
        Section 4.04 for any previous Distribution Date.

       

      “Subordinate
        Principal Distribution Amount”: With respect to any Distribution Date and the
        Class B Certificates, (a) the sum of (i) the product of (x) the Class B
        Percentage and (y) the aggregate of the amounts calculated for such Distribution
        Date under clauses (1), (2) and (3) of Section 4. 01 (b)(ii)(A); (ii) the
        principal collections described in Section 4. 01 (b)(ii)(B) to the extent
        such
        collections are not otherwise distributed to the Senior Certificates; and
        (iii)
        the product of (x) 100% minus the Senior Accelerated Distribution Percentage
        and
        (z) the aggregate of all Principal Prepayments in Full and Curtailments received
        in the related Prepayment Period; provided, however, that such amount shall
        in
        no event exceed the outstanding Certificate Principal Balance of the Class
        B
        Certificates immediately prior to such date.

       

      “Sub-Servicer”:
        Any Person with which the Master Servicer has entered into a Sub-Servicing
        Agreement and which meets the qualifications of a Sub-Servicer pursuant to
        Section 3.02.

       

      “Sub-Servicer
        Remittance Date”: The 18th day of each month, or if such day is not a Business
        Day, the immediately preceding Business Day.

       

      “Sub-Servicing
        Account”: An account established by a Sub-Servicer which meets the requirements
        set forth in Section 3.08 and is otherwise acceptable to the Master
        Servicer.

       

      “Sub-Servicing
        Agreement”: The written contract between the Master Servicer and a Sub-Servicer
        and any successor Sub-Servicer relating to servicing and administration of
        certain Mortgage Loans as provided in Section 3.02.

       

      “Swap
        Provider”: The swap provider under a swap agreement either (a) entitled to
        receive payments from an administrator from amounts payable by the Trust
        Fund
        under this Agreement or (b) required to make payments to an administrator
        for
        payment to the Trust Fund, in either case pursuant to the terms of a swap
        agreement, and any successor in interest or assign. 

       

      “Tax
        Returns”: The federal income tax return on Internal Revenue Service Form 1066,
        U.S. Real Estate Mortgage Investment Conduit Income Tax Return, including
        Schedule Q thereto, Quarterly Notice to Residual Interest Holders of REMIC
        Taxable Income or Net Loss Allocation, or any successor forms, to be filed
        on
        behalf of the Trust Fund due to its classification as a REMIC under the REMIC
        Provisions, together with any and all other information, reports or returns
        that
        may be required to be furnished to the Certificateholders or filed with the
        Internal Revenue Service or any other governmental taxing authority under
        any
        applicable provisions of federal, state or local tax laws.

       


      
        
          
          

        

        
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      “Transfer”:
        Any direct or indirect transfer, sale, pledge, hypothecation or other form
        of
        assignment of any Ownership Interest in a Certificate.

       

      “Transferor”:
        Any Person who is disposing by Transfer of any Ownership Interest in a
        Certificate.

       

      “Trust
        Fund”: The segregated pool of assets subject hereto, constituting the primary
        trust created hereby and to be administered hereunder, with respect to which
        a
        REMIC election is to be made, consisting of: (i) the Mortgage Loans (exclusive
        of payments of principal and interest due on or before the Cut-off Date,
        if any)
        as from time to time are subject to this Agreement and all payments under
        and
        proceeds of the Mortgage Loans, together with all documents included in the
        related Mortgage File, subject to Section 2.01; (ii) such funds or assets
        as
        from time to time are deposited in the Custodial Account and the Certificate
        Account; (iii) any REO Property; (iv) the Primary Mortgage Insurance Policies,
        if any, Primary Hazard Insurance Policies and all other Insurance Policies
        with
        respect to the Mortgage Loans; and (v) the Depositor’s interest in respect of
        the representations and warranties made by the Seller in the Seller’s Warranty
        Certificate as assigned to the Trustee pursuant to Section 2.04
        hereof.

       

      “Trustee”:
        [Name of Trustee], or its successor in interest, or any successor trustee
        appointed as herein provided.

       

      “Trustee’s
        Fee”: As to each Mortgage Loan and Distribution Date, an amount, payable out
        of
        any payment of interest on the Mortgage Loan, equal to interest at ______%
        per
        annum on the Stated Principal Balance of such Mortgage Loan as of the Due
        Date
        immediately preceding the month in which such Distribution Date
        occurs.

       

      “Uninsured
        Cause”: Any cause of damage to property subject to a Mortgage such that the
        complete restoration of such property is not fully reimbursable by the hazard
        insurance policies or flood insurance policies required to be maintained
        pursuant to Section 3.13.

       

      “United
        States Person”: A citizen or resident of the United States, a corporation,
        partnership or other entity created or organized in, or under the laws of,
        the
        United States or any political subdivision thereof, or an estate or trust
        whose
        income from sources without the United States is includable in gross income
        for
        United States federal income tax purposes regardless of its connection with
        the
        conduct of a trade or business within the United States. The term “United
        States” shall have the meaning set forth in Section 7701 of the Code or
        successor provisions.

       


      
        
          
          

        

        
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      “Voting
        Rights”: The portion of the voting rights of all of the Certificates which is
        allocated to any Certificate. ______% of all of the Voting Rights shall be
        allocated among Holders of the Certificates, respectively, other than the
        Class
        A-5, Class A-7 and Class R Certificates, in proportion to the outstanding
        Certificate Principal Balances of their respective Certificates; and the
        Holders
        of the Class A-5, Class A-7 and Class R Certificates shall be entitled to
        ___%,
        ___% and ___% of all of the Voting Rights, respectively, allocated among
        the
        Certificates of each such Class in accordance with their respective Percentage
        Interests.


      
        
          
          

        

        
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      ARTICLE
        II

       

      CONVEYANCE
        OF MORTGAGE LOANS;

      ORIGINAL
        ISSUANCE OF CERTIFICATES

       

      SECTION
        2.01. Conveyance
        of Mortgage Loans.

       

      The
        Depositor, as of the Closing Date, and concurrently with the execution and
        delivery hereof, does hereby assign, transfer, sell, set over and otherwise
        convey to the Trustee without recourse all the right, title and interest
        of the
        Depositor in and to the Mortgage Loans identified on the Mortgage Loan Schedule
        and all other assets included or to be included in the Trust Fund for the
        benefit of the Certificateholders. Such assignment includes all principal
        and
        interest received by the Master Servicer on or with respect to the Mortgage
        Loans (other than payment of principal and interest due on or before the
        Cut-off
        Date).

       

      In
        connection with such transfer and assignment, the Depositor has requested
        the
        Seller to deliver to, and deposit with the Trustee, the following documents
        or
        instruments:

       

      (i) the
        original Mortgage Note, endorsed by the Seller “Pay to the order of [Name of
        Trustee], as trustee without recourse” or to “Pay to the order of [Name of
        Trustee], as trustee for holders of BNP Paribas Mortgage ABS LLC, Mortgage
        Pass-Through Certificates, Series 200_-_, without recourse” with all intervening
        endorsements showing a complete chain of endorsements from the originator
        to the
        Person endorsing it to the Trustee;

       

      (ii) the
        original recorded Mortgage or, if the original Mortgage has not been returned
        from the applicable public recording office, a copy of the Mortgage certified
        by
        the Seller to be a true and complete copy of the original Mortgage submitted
        to
        the title insurance company for recording;

       

      (iii) a
        duly
        executed original Assignment of the Mortgage endorsed by the Seller, without
        recourse, to “[Name of Trustee], as trustee” or to “[Name of Trustee], as
        trustee for holders of BNP Paribas Mortgage ABS LLC, Mortgage Pass-Through
        Certificates, Series 200_-_”, with evidence of recording thereon;

       

      (iv) the
        original recorded Assignment or Assignments of the Mortgage showing a complete
        chain of assignment from the originator thereof to the Person assigning it
        to
        the Trustee or, if any such Assignment has not been returned from the applicable
        public recording office, a copy of such Assignment certified by the Seller
        to be
        a true and complete copy of the original Assignment submitted to the title
        insurance company for recording;

       

      (v) the
        original lender’s title insurance policy, or, if such policy has not been
        issued, any one of an original or a copy of the preliminary title report,
        title
        binder or title commitment on the Mortgaged Property with the original policy
        of
        the insurance to be delivered promptly following the receipt
        thereof;

       


      
        
          
          

        

        
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      (vi) the
        original of any assumption, modification, extension or guaranty
        agreement;

       

      (vii) the
        original or a copy of the private mortgage insurance policy or original
        certificate of private mortgage insurance, if applicable; and

       

      (viii) if
        any of
        the documents or instruments referred to above were executed on behalf of
        the
        Mortgagor by another Person, the original power of attorney or other instrument
        that authorized and empowered such Person to sign, or a copy thereof certified
        by the Seller (or by an officer of the applicable title insurance or escrow
        company) to be a true and correct copy of the original.

       

      The
        Seller is obligated pursuant to the Seller’s Warranty Certificate to deliver to
        the Trustee: (a) either the original recorded Mortgage, or in the event such
        original cannot be delivered by the Seller, a copy of such Mortgage certified
        as
        true and complete by the appropriate recording office, in those instances
        where
        a copy thereof certified by the Seller was delivered to the Trustee pursuant
        to
        clause (ii) above; and (b) either the original Assignment or Assignments
        of the
        Mortgage, with evidence of recording thereon, showing a complete chain of
        assignment from the originator to the Seller, or in the event such original
        cannot be delivered by the Seller, a copy of such Assignment or Assignments
        certified as true and complete by the appropriate recording office, in those
        instances where copies thereof certified by the Seller were delivered to
        the
        Trustee pursuant to clause (iv) above. Notwithstanding anything to the contrary
        contained in this Section 2.01, in those instances where the public recording
        office retains the original Mortgage after it has been recorded, the Seller
        shall be deemed to have satisfied its obligations hereunder upon delivery
        to the
        Trustee of a copy of such Mortgage certified by the public recording office
        to
        be a true and complete copy of the recorded original thereof.

       

      If
        any
        Assignment is lost or returned unrecorded to the Trustee because of any defect
        therein, the Seller is required to prepare a substitute Assignment or cure
        such
        defect, as the case may be, and the Trustee shall cause such Assignment to
        be
        recorded in accordance with this paragraph.

       

      The
        Seller is required, as described in the Seller’s Warranty Certificate, to
        deliver to the Trustee the original of any documents assigned to the Trustee
        pursuant to this Section 2.01 not later than 120 days after the Closing
        Date.

       

      All
        original documents relating to the Mortgage Loans which are not delivered
        to the
        Trustee, to the extent delivered by the Seller to the Master Servicer, are
        and
        shall be held by the Master Servicer in trust for the benefit of the Trustee
        on
        behalf of the Certificateholders.

       

      Except
        as
        may otherwise expressly be provided herein, neither the Depositor, the Master
        Servicer nor the Trustee shall (and the Master Servicer shall ensure that
        no
        Sub-Servicer shall) assign, sell, dispose of or transfer any interest in
        the
        Trust Fund or any portion thereof, or permit the Trust Fund or any portion
        thereof to be subject to any lien, claim, mortgage, security interest, pledge
        or
        other encumbrance of, any other Person.

       


      
        
          
          

        

        
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      It
        is
        intended that the conveyance of the Mortgage Loans by the Depositor to the
        Trustee as provided in this Section be, and be construed as, a sale of the
        Mortgage Loans by the Depositor to the Trustee for the benefit of the
        Certificateholders. It is, further, not intended that such conveyance be
        deemed
        a pledge of the Mortgage Loans by the Depositor to the Trustee to secure
        a debt
        or other obligation of the Depositor. However, in the event that the Mortgage
        Loans are held to be property of the Depositor, or if for any reason this
        Agreement is held or deemed to create a security interest in the Mortgage
        Loans,
        then it is intended that, (a) this Agreement shall also be deemed to be a
        security agreement within the meaning of Articles 8 and 9 of the New York
        Uniform Commercial Code and the Uniform Commercial Code of any other applicable
        jurisdiction; (b) the conveyance provided for in this Section shall be deemed
        to
        be (1) a grant by the Depositor to the Trustee of a security interest in
        all of
        the Depositor’s right (including the power to convey title thereto), title and
        interest, whether now owned or hereafter acquired, in and to (A) the Mortgage
        Loans, including the Mortgage Notes, the Mortgages, any related insurance
        policies and all other documents in the related Mortgage Files, (B) all amounts
        payable to the holders of the Mortgage Loans in accordance with the terms
        thereof and (C) all proceeds of the conversion, voluntary or involuntary,
        of the
        foregoing into cash, instruments, securities or other property, including
        without limitation all amounts from time to time held or invested in the
        Certificate Account or the Custodial Account, whether in the form of cash,
        instruments, securities or other property and (2) an assignment by the Depositor
        to the Trustee of any security interest in any and all of the Seller’s right
        (including the power to convey title thereto), title and interest, whether
        now
        owned or hereafter acquired, in and to the property described in the foregoing
        clauses (1)(A) through (C) granted by [Name of Seller] to the Depositor pursuant
        to the Assignment Agreement; (c) the possession by the Trustee or its agent
        of
        Mortgage Notes and such other items of property as constitute instruments,
        money, negotiable documents or chattel paper shall be deemed to be “possession
        by the secured party” or possession by a purchaser or a person designated by
        such secured party, for purposes of perfecting the security interest pursuant
        to
        the New York Uniform Commercial Code and the Uniform Commercial Code of any
        other applicable jurisdiction (including, without limitation, Sections 9-115,
        9-305, 8-102, 8-301, 8-501 and 8-503 thereof); and (d) notifications to persons
        holding such property, and acknowledgments, receipts or confirmations from
        persons holding such property, shall be deemed notifications to, or
        acknowledgments, receipts or confirmations from, financial intermediaries,
        bailees or agents (as applicable) of the Trustee for the purpose of perfecting
        such security interest under applicable law. The Depositor and the Trustee
        shall, to the extent consistent with this Agreement, take such actions as
        may be
        necessary to ensure that, if this Agreement were deemed to create a security
        interest in the Mortgage Loans, such security interest would be deemed to
        be a
        perfected security interest of first priority under applicable law and will
        be
        maintained as such throughout the term of the Agreement.

       

      SECTION
        2.02. Acceptance
        of the Trust Fund by the Trustee.

       

      The
        Trustee acknowledges receipt (subject to any exceptions noted in the Initial
        Certification described below) of the documents referred to in Section 2.01
        above and all other assets included in the Trust Fund and declares that it
        holds
        and will hold such documents and the other documents delivered to it
        constituting the Mortgage Files, and that it holds or will hold such other
        assets included in the Trust Fund (to the extent delivered or assigned to
        the
        Trustee), in trust for the exclusive use and benefit of all present and future
        Certificateholders.

       


      
        
          
          

        

        
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      The
        Trustee agrees, for the benefit of the Certificateholders, to review each
        Mortgage File on or before the Closing Date to ascertain that all documents
        required to be delivered to it are in its possession, and the Trustee agrees
        to
        execute and deliver to the Depositor and the Master Servicer on the Closing
        Date
        an Initial Certification in the form annexed hereto as Exhibit C to the effect
        that, as to each Mortgage Loan listed in the Mortgage Loan Schedule (other
        than
        any Mortgage Loan paid in full or any Mortgage Loan specifically identified
        in
        such certification as not covered by such certification), (i) all documents
        required to be delivered to it pursuant to this Agreement with respect to
        such
        Mortgage Loan are in its possession, (ii) such documents have been reviewed
        by
        it and appear regular on their face and relate to such Mortgage Loan and
        (iii)
        based on its examination and only as to the foregoing documents, the information
        set forth in items (i) - (vi) and (xiii) of the definition of the “Mortgage Loan
        Schedule” accurately reflects information set forth in the Mortgage File.
        Neither the Trustee nor the Master Servicer shall be under any duty to determine
        whether any Mortgage File should include any of the documents specified in
        clause (vi) of Section 2.01. Neither the Trustee nor the Master Servicer
        shall
        be under any duty or obligation to inspect, review or examine said documents,
        instruments, certificates or other papers to determine that the same are
        genuine, enforceable or appropriate for the represented purpose or that they
        have actually been recorded or that they are other than what they purport
        to be
        on their face.

       

      Within
        90
        days of the Closing Date the Trustee shall deliver to the Depositor and the
        Master Servicer a Final Certification in the form annexed hereto as Exhibit
        D
        evidencing the completeness of the Mortgage Files, with any applicable
        exceptions noted thereon.

       

      If
        in the
        process of reviewing the Mortgage Files and preparing the certifications
        referred to above the Trustee finds any document or documents constituting
        a
        part of a Mortgage File to be missing or defective in any material respect,
        the
        Trustee shall promptly notify the Seller, the Master Servicer and the Depositor.
        The Trustee shall promptly notify the Seller of such defect and request that
        the
        Seller cure any such defect within 60 days from the date on which the Seller
        was
        notified of such defect, and if the Seller does not cure such defect in all
        material respects during such period, request that the Seller purchase such
        Mortgage Loan from the Trust Fund on behalf of the Certificateholders at
        the
        Purchase Price within 90 days after the date on which the Seller was notified
        of
        such defect. It is understood and agreed that the obligation of the Seller
        to
        cure a material defect in, or purchase any Mortgage Loan as to which a material
        defect in a constituent document exists shall constitute the sole remedy
        respecting such defect available to Certificateholders or the Trustee on
        behalf
        of Certificateholders. The Purchase Price for the purchased Mortgage Loan
        shall
        be deposited or caused to be deposited upon receipt by the Master Servicer
        in
        the Custodial Account and, upon receipt by the Trustee of written notification
        of such deposit signed by a Servicing Officer, the Trustee shall release
        or
        cause to be released to the Seller the related Mortgage File and shall execute
        and deliver such instruments of transfer or assignment, in each case without
        recourse, as the Seller shall require as necessary to vest in the Seller
        ownership of any Mortgage Loan released pursuant hereto and at such time
        the
        Trustee shall have no further responsibility with respect to the related
        Mortgage File.

       


      
        
          
          

        

        
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      SECTION
        2.03. Representations,
        Warranties and Covenants of the Master Servicer and the Depositor.

       

      (a) The
        Master Servicer hereby represents and warrants to and covenants with the
        Depositor and the Trustee for the benefit of Certificateholders
        that:

       

      (i) The
        Master Servicer is, and throughout the term hereof shall remain, a duly
        organized, validly existing and in good standing under the laws of the State
        of
        (except as otherwise permitted pursuant to Section 6.02), the Master Servicer
        is, and shall remain, in compliance with the laws of each state in which
        any
        Mortgaged Property is located to the extent necessary to perform its obligations
        under this Agreement, and the Master Servicer is, and shall remain, approved
        to
        sell mortgage loans to and service mortgage loans for Fannie Mae and Freddie
        Mac;

       

      (ii) The
        execution and delivery of this Agreement by the Master Servicer, and the
        performance and compliance with the terms of this Agreement by the Master
        Servicer, will not violate the Master Servicer’s articles of incorporation or
        bylaws or constitute a default (or an event which, with notice or lapse of
        time,
        or both, would constitute a default) under, or result in the breach of, any
        material agreement or other instrument to which it is a party or which is
        applicable to it or any of its assets;

       

      (iii) The
        Master Servicer has the full power and authority to enter into and consummate
        all transactions contemplated by this Agreement, has duly authorized the
        execution, delivery and performance of this Agreement, and has duly executed
        and
        delivered this Agreement;

       

      (iv) This
        Agreement, assuming due authorization, execution and delivery by the Depositor
        and the Trustee, constitutes a valid, legal and binding obligation of the
        Master
        Servicer, enforceable against the Master Servicer in accordance with the
        terms
        hereof, subject to (A) applicable bankruptcy, insolvency, reorganization,
        moratorium and other laws affecting the enforcement of creditors’ rights
        generally, and (B) general principles of equity, regardless of whether such
        enforcement is considered in a proceeding in equity or at law;

       

      (v) The
        Master Servicer is not in violation of, and its execution and delivery of
        this
        Agreement and its performance and compliance with the terms of this Agreement
        will not constitute a violation of, any law, any order or decree of any court
        or
        arbiter, or any order, regulation or demand of any federal, state or local
        governmental or regulatory authority, which violation is likely to affect
        materially and adversely either the ability of the Master Servicer to perform
        its obligations under this Agreement or the financial condition of the Master
        Servicer;

       

      (vi) No
        litigation is pending or, to the best of the Master Servicer’s knowledge,
        threatened against the Master Servicer which would prohibit its entering
        into
        this Agreement or performing its obligations under this Agreement or is likely
        to affect materially and adversely either the ability of the Master Servicer
        to
        perform its obligations under this Agreement or the financial condition of
        the
        Master Servicer;

       


      
        
          
          

        

        
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      (vii) The
        Master Servicer will comply in all material respects in the performance of
        this
        Agreement and with all reasonable rules and requirements of each insurer
        under
        each Insurance Policy; and

       

      (viii) The
        execution of this Agreement and the performance of the Master Servicer’s
        obligations hereunder do not require any license, consent or approval of
        any
        state or federal court, agency, regulatory authority or other governmental
        body
        having jurisdiction over the Master Servicer, other than such as have been
        obtained; and (ix) no information, certificate of an officer, statement
        furnished in writing or report delivered to the Depositor, any affiliate
        of the
        Depositor or the Trustee by the Master Servicer will, to the knowledge of
        the
        Master Servicer, contain any untrue statement of a material fact or omit
        a
        material fact necessary to make the information, certificate, statement or
        report not misleading.

       

      It
        is
        understood and agreed that the representations, warranties and covenants
        set
        forth in this Section 2.03(a) shall survive the execution and delivery of
        this
        Agreement, and shall inure to the benefit of the Depositor, the Trustee and
        the
        Certificateholders. Upon discovery by the Depositor, the Trustee or the Master
        Servicer of a breach of any of the foregoing representations, warranties
        and
        covenants that materially and adversely affects the interests of the Depositor
        or the Trustee, the party discovering such breach shall give prompt written
        notice to the other parties.

       

      (b) The
        Depositor hereby represents and warrants to the Master Servicer and the Trustee
        for the benefit of Certificateholders that as of the Closing Date (or, if
        otherwise specified below, as of the date so specified):

       

      (i) Immediately
        prior to the assignment of the Mortgage Loans to the Trustee, the Depositor
        had
        good title to, and was the sole owner of, each Mortgage Loan free and clear
        of
        any pledge, lien, encumbrance or security interest (other than rights to
        servicing and related compensation) and such assignment validly transfers
        ownership of the Mortgage Loans to the Trustee free and clear of any pledge,
        lien, encumbrance or security interest;

       

      (ii) No
        Mortgage Loan is one month or more delinquent in payment of principal and
        interest as of the Cut-off Date and no Mortgage Loan has been so delinquent
        more
        than once in the 12-month period prior to the Cut- off Date;

       

      (iii) The
        information set forth in the Mortgage Loan Schedule with respect to each
        Mortgage Loan or the Mortgage Loans, as the case may be, is true and correct
        in
        all material respects at the date or dates respecting which such information
        is
        furnished;

       


      
        
          
          

        

        
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      (iv) The
        Mortgage Loans are fully-amortizing, fixed-rate mortgage loans with level
        Monthly Payments due on the first day of each month and terms to maturity
        at
        origination or modification of not more than 30 years;

       

      (v) Each
        Mortgage Loan secured by a Mortgaged Property with a Loan-to-Value Ratio
        at
        origination in excess of 80% is the subject of a Primary Mortgage Insurance
        Policy that insures that portion of the principal balance thereof that exceeds
        the amount equal to 75% of the appraised value of the related Mortgaged
        Property. Each such Primary Mortgage Insurance Policy is in full force and
        effect and the Trustee is entitled to the benefits thereunder; and

       

      (vi) The
        representations and warranties of the Seller with respect to the Mortgage
        Loans
        and the remedies therefor are as set forth in the Seller’s Warranty
        Certificate.

       

      [Other
        representations and warranties as applicable.]

       

      It
        is
        understood and agreed that the representations and warranties set forth in
        this
        Section 2.03(b) shall survive delivery of the respective Mortgage Files to
        the
        Trustee.

       

      Upon
        discovery by either the Depositor, the Master Servicer or the Trustee of
        a
        breach of any representation or warranty set forth in this Section 2.03 which
        materially and adversely affects the interests of the Certificateholders
        in any
        Mortgage Loan, the party discovering such breach shall give prompt written
        notice to the other parties.

       

      SECTION
        2.04. Representations
        and Warranties of the Seller; Repurchase and Substitution.

       

      The
        Depositor hereby assigns to the Trustee for the benefit of Certificateholders
        its interest in respect of the representations and warranties made by the
        Seller
        in the Seller’s Warranty Certificate or the exhibits thereto. Insofar as the
        Seller’s Warranty Certificate relates to such representations and warranties and
        any remedies provided thereunder for any breach of such representations and
        warranties, such right, title and interest may be enforced by the Trustee
        on
        behalf of the Certificateholders. Upon the discovery by the Depositor, the
        Master Servicer or the Trustee of a breach of any of the representations
        and
        warranties made in the Seller’s Warranty Certificate in respect of any Mortgage
        Loan which materially and adversely affects the interests of the
        Certificateholders in such Mortgage Loan, the party discovering such breach
        shall give prompt written notice to the other parties. The Trustee shall
        promptly notify the Seller of such breach and request that such Seller shall,
        within 90 days from the date that the Depositor, the Seller or the Trustee
        was
        notified of such breach, either (i) cure such breach in all material respects
        or
        (ii) purchase such Mortgage Loan from the Trust Fund at the Purchase Price
        and
        in the manner set forth in Section 2.02; provided that in the case of such
        breach, the Seller shall have the option to substitute a Qualified Substitute
        Mortgage Loan or Loans for such Mortgage Loan if such substitution occurs
        within
        two years following the Closing Date. Any such substitution must occur within
        90
        days from the date the Seller was notified of the breach if such 90 day period
        expires before two years following the Closing Date. In the event that the
        Seller elects to substitute a Qualified Substitute Mortgage Loan or Loans
        for a
        Deleted Mortgage Loan pursuant to this Section 2.04, the Seller shall deliver
        to
        the Trustee for the benefit of the Certificateholders with respect to such
        Qualified Substitute Mortgage Loan or Loans, the original Mortgage Note,
        the
        Mortgage, an Assignment of the Mortgage in recordable form, and such other
        documents and agreements as are required by Section 2.01, with the Mortgage
        Note
        endorsed as required by Section 2.01. No substitution will be made in any
        calendar month after the Determination Date for such month. Monthly Payments
        due
        with respect to Qualified Substitute Mortgage Loans in the month of substitution
        shall not be part of the Trust Fund and will be retained by the Master Servicer
        and remitted by the Master Servicer to the Seller on the next succeeding
        Distribution Date.

       


      
        
          
          

        

        
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      For
        the
        month of substitution, distributions to Certificateholders will include the
        Monthly Payment due on a Deleted Mortgage Loan for such month and thereafter
        the
        Seller shall be entitled to retain all amounts received in respect of such
        Deleted Mortgage Loan. The Depositor shall amend or cause to be amended the
        Mortgage Loan Schedule for the benefit of the Certificateholders to reflect
        the
        removal of such Deleted Mortgage Loan and the substitution of the Qualified
        Substitute Mortgage Loan or Loans and the Depositor shall deliver the amended
        Mortgage Loan Schedule, to the Trustee. Upon such substitution, the Qualified
        Substitute Mortgage Loan or Loans shall be subject to the terms of this
        Agreement in all respects, the Seller shall be deemed to have made the
        representations and warranties with respect to the Qualified Substitute Mortgage
        Loan contained in the Seller’s Warranty Certificate as of the date of
        substitution, and the Depositor shall be deemed to have made with respect
        to any
        Qualified Substitute Mortgage Loan or Loans, as of the date of substitution,
        the
        representations and warranties set forth in Section 2.03 hereof, and the
        Seller
        shall be obligated to repurchase or substitute for any Qualified Substitute
        Mortgage Loan as to which a repurchase or substitution obligation has occurred
        pursuant to Section 3 of the Seller’s Warranty Certificate.

       

      In
        connection with the substitution of one or more Qualified Substitute Mortgage
        Loans for one or more Deleted Mortgage Loans, the Master Servicer will determine
        the amount (if any) by which the aggregate principal balance of all such
        Qualified Substitute Mortgage Loans as of the date of substitution is less
        than
        the aggregate Stated Principal Balance of all such Deleted Mortgage Loans
        (in
        each case after application of the principal portion of the Monthly Payments
        due
        in the month of substitution that are to be distributed to Certificateholders
        in
        the month of substitution). The Seller shall provide the Master Servicer
        on the
        day of substitution for immediate deposit in to the Custodial Account the
        amount
        of such shortfall, without any reimbursement therefor. The Seller shall give
        notice in writing to the Trustee of such event, which notice shall be
        accompanied by an Officers’ Certificate as to the calculation of such shortfall
        and by an Opinion of Counsel to the effect that such substitution will not
        cause
        (a) any federal tax to be imposed on the Trust Fund, including without
        limitation, any federal tax imposed on “prohibited transactions” under Section
        860F(a)(1) of the Code or on “contributions after the startup date” under
        Section 860G(d)(1) of the Code or (b) any portion of the Trust Fund to fail
        to
        qualify as a REMIC at any time that any Certificate is outstanding. The costs
        of
        any substitution as described above, including any related assignments, opinions
        or other documentation in connection therewith shall be borne by the
        Seller.

       


      
        
          
          

        

        
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      Except
        as
        expressly set forth herein neither the Trustee nor the Master Servicer is
        under
        any obligation to discover any breach of the above mentioned representations
        and
        warranties. It is understood and agreed that the obligation of the Seller
        to
        cure such breach or to so purchase or substitute for any Mortgage Loan as
        to
        which such a breach has occurred and is continuing shall constitute the sole
        remedy respecting such breach available to Certificateholders or the Trustee
        on
        behalf of Certificateholders. In addition, if the first scheduled Monthly
        Payment is due during the first month after its closing date (as such term
        is
        used in the Seller’s Warranties Certificate) and such Monthly Payment is not
        received by the Master Servicer within 30 days of the due date in accordance
        with the terms of the related Mortgage Note, the Master Servicer shall promptly
        notify the Seller and the Trustee and the Seller shall purchase such Mortgage
        Loan from the Trust Fund at the Purchase Price or substitute a Qualified
        Substitute Mortgage Loan therefor within 15 days from the date that the Seller
        was notified.

       

      SECTION
        2.05. Issuance
        of Certificates Evidencing Interests in the Trust Fund.

       

      The
        Trustee acknowledges the assignment to it of the Mortgage Loans and the delivery
        of the Mortgage Files to it together with the assignment to it of all other
        assets included in the Trust Fund, receipt of which is hereby acknowledged.
        Concurrently with such delivery and in exchange therefor, the Trustee, pursuant
        to the written request of the Depositor executed by an officer of the Depositor,
        has executed and caused to be authenticated, and delivered to or upon the
        order
        of the Depositor, the Certificates in authorized denominations which evidence
        ownership of the entire Trust Fund.

      


      SECTION
        2.06. Purposes
        and Powers of the Trust.

       

      The
        purpose of the common law trust, as created hereunder, is to engage in the
        following activities:

       

      (a) acquire
        and hold the Mortgage Loans and the other assets of the Trust Fund and the
        proceeds therefrom;

       

      (b) to
        issue
        the Certificates sold to the Depositor in exchange for the Mortgage
        Loans;

       

      (c) to
        make
        payments on the Certificates;

       

      (d) to
        engage
        in those activities that are necessary, suitable or convenient to accomplish
        the
        foregoing or are incidental thereto or connected therewith; and

       

      (e) subject
        to compliance with this Agreement, to engage in such other activities as
        may be
        required in connection with conservation of the Trust Fund and the making
        of
        distributions to the Certificateholders.

       

       

      
        
          
          

        

        
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      The
        trust
        is hereby authorized to engage in the foregoing activities. The Trustee shall
        not cause the trust to engage in any activity other than in connection with
        the
        foregoing or other than as required or authorized by the terms of this Agreement
        while any Certificate is outstanding, and this Section 2.06 may not be amended,
        without the consent of the Certificateholders evidencing 51% or more of the
        aggregate Voting Rights of the Certificates.


      
        
          
          

        

        
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      ARTICLE
        III

       

      ADMINISTRATION
        AND SERVICING OF THE TRUST FUND

       

      SECTION
        3.01. Master
        Servicer to Act as Master Servicer.

       

      The
        Master Servicer shall service and administer the Mortgage Loans for the benefit
        of the Certificateholders, in accordance with this Agreement and the customary
        and usual standards of practice of prudent institutional mortgage lenders
        servicing comparable mortgage loans for their own account in the respective
        states in which the Mortgaged Properties are located. Subject to the foregoing,
        the Master Servicer shall have full power and authority, acting alone and/or
        through Sub-Servicers as provided in Section 3.02, to do or cause to be done
        any
        and all things in connection with such servicing and administration that
        it may
        deem necessary or desirable. Without limiting the generality of the foregoing,
        the Master Servicer in its own name or in the name of a Sub-Servicer is hereby
        authorized and empowered by the Trustee when the Master Servicer believes
        it
        appropriate in its best judgment, to (i) execute and deliver, on behalf of
        the
        Certificateholders and the Trustee or any of them, any and all instruments
        of
        satisfaction or cancellation, or of partial or full release or discharge,
        and
        all other comparable instruments, with respect to the Mortgage Loans and
        the
        Mortgaged Properties, (ii) institute foreclosure proceedings or obtain a
        deed-in-lieu of foreclosure so as to convert the ownership of such properties,
        and (iii) hold or cause to be held title to such properties, on behalf of
        the
        Trustee and Certificateholders. The Master Servicer shall service and administer
        the Mortgage Loans in accordance with applicable state and federal law and
        shall
        provide to the Mortgagors any reports required to be provided to them thereby.
        Subject to Section 3.16, the Trustee shall furnish to the Master Servicer
        and
        any Sub-Servicer any powers of attorney and other documents necessary or
        appropriate to enable the Master Servicer and any Sub- Servicer to carry
        out
        their servicing and administrative duties hereunder. The Trustee shall not
        be
        responsible for any action taken by the Master Servicer or any Sub-Servicer
        pursuant to the application of such powers of attorney. In accordance with
        the
        standards of the preceding paragraph, the Master Servicer shall advance or
        cause
        to be advanced funds as necessary for the purpose of effecting the payment
        of
        taxes and assessments on the Mortgaged Properties, which advances shall be
        reimbursable in the first instance from related collections from the Mortgagors
        pursuant to Section 3.09, and further as provided in Section 3.11. No costs
        incurred by the Master Servicer or by Sub- Servicers in effecting the payment
        of
        taxes and assessments on the Mortgaged Properties shall, for the purpose
        of
        calculating distributions to Certificateholders, be added to the amount owing
        under the related Mortgage Loans, notwithstanding that the terms of such
        Mortgage Loans so permit.

       

      The
        Master Servicer shall not (unless the Mortgagor is in default with respect
        to
        the Mortgage Loan or such default is, in the judgment of the Master Servicer,
        reasonably foreseeable) make or permit any modification, waiver or amendment
        of
        any term of any Mortgage Loan that would both (i) effect an exchange or
        reissuance of such Mortgage Loan under Section 1001 of the Code (or final,
        temporary or proposed Treasury regulations promulgated thereunder) and (ii)
        cause the Trust Fund to fail to qualify as a REMIC under the Code or the
        imposition of any tax on “prohibited transactions” or “contributions” after the
        startup date under the REMIC Provisions.

       


      
        
          
          

        

        
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      The
        Master Servicer may approve a request for a partial release of the Mortgaged
        Property, easement, consent to alteration or demolition and other similar
        matters if it has determined, exercising its good faith business judgement
        in
        the same manner as it would if it were the owner of the related Mortgage
        Loan,
        that such approval will not adversely affect the security for, or the timely
        and
        full collectability of, the related Mortgage Loan. Any fee collected by the
        Master Servicer for processing such request will be retained by the Master
        Servicer as additional servicing compensation.

       

      The
        relationship of the Master Servicer (and of any successor to the Master Servicer
        under this Agreement) to the Trustee under this Agreement is intended by
        the
        parties to be that of an independent contractor and not that of a joint
        venturer, partner or agent.

       

      SECTION
        3.02. Sub-Servicing
        Agreements Between Master Servicer and Sub- Servicers.

       

      (a) The
        Master Servicer may enter into Sub-Servicing Agreements with Sub- Servicers
        for
        the servicing and administration of the Mortgage Loans and for the performance
        of any and all other activities of the Master Servicer hereunder. Each
        Sub-Servicer shall be either (i) an institution the accounts of which are
        insured by the FDIC or (ii) another entity that engages in the business of
        originating or servicing mortgage loans, and in either case shall be authorized
        to transact business in the state or states in which the related Mortgaged
        Properties it is to service are situated, if and to the extent required by
        applicable law to enable the Sub-Servicer to perform its obligations hereunder
        and under the Sub-Servicing Agreement, and in either case shall be a Freddie
        Mac
        or Fannie Mae approved mortgage servicer. Each Sub-Servicing Agreement must
        impose on the Sub-Servicer requirements conforming to the provisions set
        forth
        in Section 3.08 and provide for servicing of the Mortgage Loans consistent
        with
        the terms of this Agreement. With the consent of the Trustee, which consent
        shall not be unreasonably withheld, the Master Servicer and the Sub-Servicers
        may enter into Sub-Servicing Agreements and make amendments to the Sub-Servicing
        Agreements or enter into different forms of Sub-Servicing Agreements; provided,
        however, that any such amendments or different forms shall be consistent
        with
        and not violate the provisions of this Agreement.

       

      (b) As
        part
        of its servicing activities hereunder, the Master Servicer, for the benefit
        of
        the Trustee and the Certificateholders, shall enforce the obligations of
        each
        Sub-Servicer under the related Sub-Servicing Agreement, including, without
        limitation, any obligation to make advances in respect of delinquent payments
        as
        required by a Sub-Servicing Agreement, or to purchase a Mortgage Loan on
        account
        of defective documentation or on account of a breach of a representation
        or
        warranty, as described in Section 2.02. Such enforcement, including, without
        limitation, the legal prosecution of claims, termination of Sub-Servicing
        Agreements and the pursuit of other appropriate remedies, shall be in such
        form
        and carried out to such an extent and at such time as the Master Servicer,
        in
        its good faith business judgment, would require were it the owner of the
        related
        Mortgage Loans. The Master Servicer shall pay the costs of such enforcement
        at
        its own expense, but shall be reimbursed therefor only (i) from a general
        recovery resulting from such enforcement only to the extent, if any, that
        such
        recovery exceeds all amounts due in respect of the related Mortgage Loans
        or
        (ii) from a specific recovery of costs, expenses or attorneys’ fees against the
        party against whom such enforcement is directed.

       


      
        
          
          

        

        
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      SECTION
        3.03. Successor
        Sub-Servicers.

       

      The
        Master Servicer shall be entitled to terminate any Sub-Servicing Agreement
        and
        the rights and obligations of any Sub-Servicer pursuant to any Sub-Servicing
        Agreement in accordance with the terms and conditions of such Sub-Servicing
        Agreement. In the event of termination of any Sub-Servicer, all servicing
        obligations of such Sub-Servicer shall be assumed simultaneously by the Master
        Servicer without any act or deed on the part of such Sub-Servicer or the
        Master
        Servicer, and the Master Servicer either shall service directly the related
        Mortgage Loans or shall enter into a Sub-Servicing Agreement with a successor
        Sub-Servicer which qualifies under Section 3.02.

       

      SECTION
        3.04. Liability
        of the Master Servicer.

       

      Notwithstanding
        any Sub-Servicing Agreement, any of the provisions of this Agreement relating
        to
        agreements or arrangements between the Master Servicer and a Sub-Servicer
        or
        reference to actions taken through a Sub-Servicer or otherwise, the Master
        Servicer shall remain obligated and primarily liable to the Trustee and
        Certificateholders for the servicing and administering of the Mortgage Loans
        in
        accordance with the provisions of Section 3.01 without diminution of such
        obligation or liability by virtue of such Sub-Servicing Agreements or
        arrangements or by virtue of indemnification from the Sub-Servicer and to
        the
        same extent and under the same terms and conditions as if the Master Servicer
        alone were servicing and administering the Mortgage Loans. For purposes of
        this
        Agreement, the Master Servicer shall be deemed to have received payments
        on
        Mortgage Loans when the Sub-Servicer has received such payments. The Master
        Servicer shall be entitled to enter into any agreement with a Sub-Servicer
        for
        indemnification of the Master Servicer by such Sub-Servicer and nothing
        contained in this Agreement shall be deemed to limit or modify such
        indemnification.

       

      SECTION
        3.05. No
        Contractual Relationship Between Sub-Servicers and Trustee or
        Certificateholders.

       

      Any
        Sub-Servicing Agreement that may be entered into and any transactions or
        services relating to the Mortgage Loans involving a Sub-Servicer in its capacity
        as such and not as an originator shall be deemed to be between the Sub-Servicer
        and the Master Servicer alone, and the Trustee and Certificateholders shall
        not
        be deemed parties thereto and shall have no claims, rights, obligations,
        duties
        or liabilities with respect to the Sub-Servicer except as set forth in Section
        3.06.

       

      SECTION
        3.06. Assumption
        or Termination of Sub-Servicing Agreements by Trustee.

       

      In
        the
        event the Master Servicer shall for any reason no longer be the master servicer
        (including by reason of an Event of Default), the Trustee or its designee
        shall
        thereupon assume all of the rights and obligations of the Master Servicer
        under
        each Sub-Servicing Agreement that the Master Servicer may have entered into,
        unless the Trustee is then permitted and elects to terminate any Sub-Servicing
        Agreement in accordance with its terms. The Trustee, its designee or the
        successor servicer for the Trustee shall be deemed to have assumed all of
        the
        Master Servicer’s interest therein and to have replaced the Master Servicer as a
        party to each Sub-Servicing Agreement to the same extent as if the Sub-Servicing
        Agreements had been assigned to the assuming party, except that the Master
        Servicer shall not thereby be relieved of any liability or obligations under
        the
        Sub-Servicing Agreements, and the Master Servicer shall continue to be entitled
        to any rights or benefits which arose prior to its termination as master
        servicer.

       


      
        
          
          

        

        
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      The
        Master Servicer at its expense shall, upon request of the Trustee, deliver
        to
        the assuming party all documents and records relating to each Sub-Servicing
        Agreement and the Mortgage Loans then being serviced and an accounting of
        amounts collected and held by it and otherwise use its best efforts to effect
        the orderly and efficient transfer of the Sub-Servicing Agreements to the
        assuming party.

       

      SECTION
        3.07. Collection
        of Certain Mortgage Loan Payments.

       

      The
        Master Servicer shall make reasonable efforts to collect all payments called
        for
        under the terms and provisions of the Mortgage Loans, and shall, to the extent
        such procedures shall be consistent with this Agreement and the terms and
        provisions of any related Insurance Policy, follow such collection procedures
        as
        it would follow with respect to mortgage loans comparable to the Mortgage
        Loans
        and held for its own account. The Master Servicer shall not be required to
        institute or join in litigation with respect to collection of any payment
        (whether under a Mortgage, Mortgage Note, Primary Hazard Insurance Policy,
        Primary Mortgage Insurance Policy or otherwise or against any public or
        governmental authority with respect to a taking or condemnation) if it
        reasonably believes that it is prohibited by applicable law from enforcing
        the
        provision of the Mortgage or other instrument pursuant to which such payment
        is
        required. Consistent with the foregoing, the Master Servicer may in its
        discretion waive any prepayment fees, late payment charge or other charge,
        except as otherwise required under applicable law. The Master Servicer shall
        be
        responsible for preparing and distributing all information statements relating
        to payments on the Mortgage Loans, in accordance with all applicable federal
        and
        state tax laws and regulations.

       

      SECTION
        3.08. Sub-Servicing
        Accounts.

       

      In
        those
        cases where a Sub-Servicer is servicing a Mortgage Loan pursuant to a
        Sub-Servicing Agreement, the Sub-Servicer will be required to establish and
        maintain one or more accounts (collectively, the “Sub-Servicing Account”). The
        Sub-Servicing Account shall be an Eligible Account and shall otherwise be
        acceptable to the Master Servicer. All amounts held in a Sub-Servicing Account
        shall be held in trust for the Trustee for the benefit of the
        Certificateholders. The Sub-Servicer will be required to deposit into the
        Sub-Servicing Account no later than the first Business Day after receipt
        all
        proceeds of Mortgage Loans received by the Sub-Servicer, less its servicing
        compensation and any unreimbursed expenses and advances, to the extent permitted
        by the Sub-Servicing Agreement. On each Sub-Servicer Remittance Date the
        Sub-Servicer will be required to remit to the Master Servicer for deposit
        into
        the Custodial Account all funds held in the Sub-Servicing Account with respect
        to any Mortgage Loan as of the Sub-Servicer Remittance Date, after deducting
        from such remittance an amount equal to the servicing compensation and
        unreimbursed expenses and advances to which it is then entitled pursuant
        to the
        related Sub- Servicing Agreement, to the extent not previously paid to or
        retained by it. In addition, on each Sub-Servicer Remittance Date the
        Sub-Servicer will be required to remit to the Master Servicer any amounts
        required to be advanced pursuant to the related Sub-Servicing Agreement.
        The
        Sub-Servicer will also be required to remit to the Master Servicer, within
        one
        Business Day of receipt, the proceeds of any Principal Prepayment made by
        the
        Mortgagor and any Insurance Proceeds or Liquidation Proceeds.

       


      
        
          
          

        

        
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      SECTION
        3.09. Collection
        of Taxes, Assessments and Similar Items; Servicing Accounts.

       

      The
        Master Servicer and the Sub-Servicers shall establish and maintain one or
        more
        accounts (the “Servicing Accounts”), and shall deposit and retain therein all
        collections from the Mortgagors (or related advances from Sub- Servicers)
        for
        the payment of taxes, assessments, Primary Hazard Insurance Policy premiums,
        and
        comparable items for the account of the Mortgagors, to the extent that the
        Master Servicer customarily escrows for such amounts. Withdrawals of amounts
        so
        collected from a Servicing Account may be made only to (i) effect payment
        of
        taxes, assessments, Primary Hazard Insurance Policy premiums and comparable
        items; (ii) reimburse the Master Servicer (or a Sub-Servicer to the extent
        provided in the related Sub-Servicing Agreement) out of related collections
        for
        any payments made pursuant to Sections 3.01 (with respect to taxes and
        assessments) and 3.13 (with respect to Primary Hazard Insurance Policies);
        (iii)
        refund to Mortgagors any sums as may be determined to be overages; or (iv)
        clear
        and terminate the Servicing Account at the termination of this Agreement
        pursuant to Section 9.01. As part of its servicing duties, the Master Servicer
        or Sub-Servicers shall, if and to the extent required by law, pay to the
        Mortgagors interest on funds in Servicing Accounts from its or their own
        funds,
        without any reimbursement therefor.

       

      SECTION
        3.10. Custodial
        Account.

       

      (a) The
        Master Servicer shall establish and maintain one or more accounts (collectively,
        the “Custodial Account”) in which the Master Servicer shall deposit or cause to
        be deposited no later than the first Business Day after receipt or as and
        when
        received from the Sub-Servicers, the following payments and collections received
        or made by or on behalf of it subsequent to the Cut-off Date, or received
        by it
        prior to the Cut-off Date but allocable to a period subsequent thereto (other
        than in respect of principal and interest on the Mortgage Loans due on or
        before
        the Cut-off Date):

       

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

       

      (ii) all
        payments on account of interest on the Mortgage Loans, not including any
        portion
        thereof representing interest on account of the related Servicing Fee
        Rate;

       


      
        
          
          

        

        
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      (iii) all
        Insurance Proceeds, other than proceeds that represent reimbursement of costs
        and expenses incurred by the Master Servicer in connection with presenting
        claims under the related Insurance Policies, Liquidation Proceeds and REO
        Proceeds;

       

      (iv) all
        proceeds of any Mortgage Loan or REO Property repurchased or purchased in
        accordance with Sections 2.02, 2.04 or 9.01 and all amounts required to be
        deposited in connection with the substitution of a Qualified Substitute Mortgage
        Loan pursuant to Section 2.04;

       

      (v) any
        amounts required to be deposited in the Custodial Account pursuant to Section
        3.12, 3.13 or 3.22; and

       

      (vi) all
        amounts transferred from the Certificate Account to the Custodial Account
        in
        accordance with Sections 4.01(b).

       

      For
        purposes of the immediately preceding sentence, the Cut-off Date with respect
        to
        any Qualified Substitute Mortgage Loan shall be deemed to be the date of
        substitution.

       

      The
        foregoing requirements for deposit in the Custodial Account shall be exclusive.
        In the event the Master Servicer shall deposit in the Custodial Account any
        amount not required to be deposited therein, it may withdraw such amount
        from
        the Custodial Account, any provision herein to the contrary notwithstanding.
        The
        Custodial Account shall be maintained as a segregated account, separate and
        apart from trust funds created for mortgage pass-through certificates of
        other
        series, and the other accounts of the Master Servicer.

       

      (b) Funds
        in
        the Custodial Account may be invested in Permitted Instruments in accordance
        with the provisions set forth in Section 3.12. The Master Servicer shall
        give
        notice to the Trustee and the Depositor of the location of the Custodial
        Account
        after any change thereof.

       

      (c) Payments
        in the nature of late payment charges, prepayment fees, assumption fees and
        reconveyance fees received on the Mortgage Loans shall not be deposited in
        the
        Custodial Account, but rather shall be received and held by the Master Servicer
        as additional servicing compensation.

       

      SECTION
        3.11. Permitted
        Withdrawals From the Custodial Account.

       

      The
        Master Servicer may, from time to time as provided herein, make withdrawals
        from
        the Custodial Account of amounts on deposit therein pursuant to Section 3.10
        that are attributable to the Mortgage Loans for the following
        purposes:

       

      (i) to
        make
        deposits into the Certificate Account in the amounts and in the manner provided
        for in Section 4.01, such deposit to include interest collections on the
        Mortgage Loans at the Net Mortgage Rate [and net of amounts reimbursed
        therefrom];

       

      (ii) to
        pay to
        itself, the Depositor, the Seller or any other appropriate person, as the
        case
        may be, with respect to each Mortgage Loan that has previously been purchased,
        repurchased or replaced pursuant to Sections 2.02, 2.04 or 9.01 all amounts
        received thereon and not yet distributed as of the date of purchase, repurchase
        or substitution;

       


      
        
          
          

        

        
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      (iii) to
        reimburse itself or any Sub-Servicer for Advances not previously reimbursed,
        the
        Master Servicer’s or any Sub-Servicer’s right to reimbursement pursuant to this
        clause (iii) being limited to amounts received which represent Late Collections
        (net of the related Servicing Fees) of Monthly Payments on Mortgage Loans
        with
        respect to which such Advances were made and as further provided in Section
        3.15;

       

      (iv) to
        reimburse or pay itself, the Trustee or the Depositor for expenses incurred
        by
        or reimbursable to the Master Servicer, the Trustee or the Depositor pursuant
        to
        Sections 3.22, 6.03, 8.05, 10.01(c) or 10.01(g), except as otherwise provided
        in
        such Sections;

       

      (v) to
        reimburse itself or any Sub-Servicer for costs and expenses incurred by or
        reimbursable to it relating to the prosecution of any claims pursuant to
        Section
        3.13 that are in excess of the amounts so recovered;

       

      (vi) to
        reimburse itself or any Sub-Servicer for unpaid Servicing Fees and unreimbursed
        Servicing Advances, the Master Servicer’s or any Sub-Servicer’s right to
        reimbursement pursuant to this clause (vi) with respect to any Mortgage Loan
        being limited to late recoveries of the payments for which such advances
        were
        made pursuant to Section 3.01 or Section 3.09 and any other related Late
        Collections;

       

      (vii) to
        pay
        itself as servicing compensation (in addition to the Servicing Fee), on or
        after
        each Distribution Date, any interest or investment income earned on funds
        deposited in the Custodial Account for the period ending on such Distribution
        Date, subject to Section 8.05;

       

      (viii) to
        reimburse itself or any Sub-Servicer for any Advance previously made which
        itself has determined to be a Nonrecoverable Advance, provided that either
        (a)
        such Advance was made with respect to a delinquency that ultimately constituted
        an Excess Special Hazard Loss, Excess Fraud Loss, Excess Bankruptcy Loss
        or
        Extraordinary Loss, or (b) the Certificate Principal Balances of the Class
        B
        Certificates have been reduced to zero; and

       

      (ix) to
        clear
        and terminate the Custodial Account at the termination of this Agreement
        pursuant to Section 9.01.

       

      The
        Master Servicer shall keep and maintain separate accounting records on a
        Mortgage Loan by Mortgage Loan basis, for the purpose of justifying any
        withdrawal from the Custodial Account pursuant to such clauses (ii), (iii),
        (iv), (v), (vi), (vii) and (viii). Reconciliations will be prepared by the
        Master Servicer for the related Collection Account within 30 calendar days
        after
        the bank statement cut-off date. All items requiring reconciliation will
        be
        resolved within 90 calendar days of their original identification.

       


      
        
          
          

        

        
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      In
        connection with clause (viii) above, the Trustee shall notify the Master
        Servicer if and when the Certificate Principal Balances of the Class B
        Certificates have been reduced to zero.

       

      SECTION
        3.12. Permitted
        Instruments.

       

      Any
        institution maintaining the Custodial Account shall at the direction of the
        Master Servicer invest the funds in such account in Permitted Instruments,
        each
        of which shall mature not later than the Business Day immediately preceding
        the
        Distribution Date next following the date of such investment (except that
        if
        such Permitted Instrument is an obligation of the institution that maintains
        such account, then such Permitted Instrument shall mature not later than
        such
        Distribution Date) and shall not be sold or disposed of prior to its maturity.
        All income and gain realized from any such investment as well as any interest
        earned on deposits in the Custodial Account shall be for the benefit of the
        Master Servicer. The Master Servicer shall deposit in the Custodial Account
        (with respect to investments made hereunder of funds held therein) an amount
        equal to the amount of any loss incurred in respect of any such investment
        immediately upon realization of such loss without right of
        reimbursement.

       

      SECTION
        3.13. Maintenance
        of Primary Mortgage Insurance and Primary Hazard Insurance.

       

      (a) The
        Master Servicer shall not take, or permit any Sub-Servicer to take, any action
        which would result in non-coverage under any applicable Primary Mortgage
        Insurance Policy of any loss which, but for the actions of the Master Servicer
        or Sub-Servicer, would have been covered thereunder. To the extent coverage
        is
        available, the Master Servicer shall keep or cause to be kept in full force
        and
        effect each such Primary Mortgage Insurance Policy until the principal balance
        of the related Mortgage Loan secured by a Mortgaged Property is reduced to
        75%
        or less of the Collateral Value in the case of such a Mortgage Loan having
        a
        Loan-to-Value Ratio at origination in excess of 80%. The Master Servicer
        shall
        not cancel or refuse to renew any such Primary Mortgage Insurance Policy,
        or
        consent to any Sub-Servicer canceling or refusing to renew any such Primary
        Mortgage Insurance Policy applicable to a Mortgage Loan subserviced by it,
        that
        is in effect at the date of the initial issuance of the Certificates and
        is
        required to be kept in force hereunder unless the replacement Primary Mortgage
        Insurance Policy for such canceled or non-renewed policy is maintained with
        a
        Qualified Insurer.

       

      (b) In
        connection with its activities as administrator and servicer of the Mortgage
        Loans, the Master Servicer agrees to present or to cause the related
        Sub-Servicer to present, on behalf of the Master Servicer, the Sub-Servicer,
        if
        any, the Trustee and Certificateholders, claims to the insurer under any
        Primary
        Mortgage Insurance Policies, in a timely manner in accordance with such
        policies, and, in this regard, to take or cause to be taken such reasonable
        action as shall be necessary to permit recovery under any Primary Mortgage
        Insurance Policies respecting defaulted Mortgage Loans. Pursuant to Section
        3.
        10, any Insurance Proceeds collected by or remitted to the Master Servicer
        under
        any Primary Mortgage Insurance Policies shall be deposited in the Custodial
        Account, subject to withdrawal pursuant to Section 3.11.

       


      
        
          
          

        

        
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      (c) The
        Master Servicer shall cause to be maintained for each Mortgage Loan primary
        hazard insurance with extended coverage on the related Mortgaged Property
        in an
        amount equal to the lesser of 100% of the replacement value of the improvements,
        as determined by the insurance company, on such Mortgaged Property or the
        unpaid
        principal balance of the Mortgage Loan. The Master Servicer shall also cause
        to
        be maintained on property acquired upon foreclosure, or deed in lieu of
        foreclosure, of any Mortgage Loan, fire insurance with extended coverage
        in an
        amount equal to the replacement value of the improvements thereon. Pursuant
        to
        Section 3.10, any amounts collected by the Master Servicer under any such
        policies (other than amounts to be applied to the restoration or repair of
        the
        related Mortgaged Property or property thus acquired or amounts released
        to the
        Mortgagor in accordance with the Master Servicer’s normal servicing procedures)
        shall be deposited in the Custodial Account, subject to withdrawal pursuant
        to
        Section 3.11. Any cost incurred by the Master Servicer in maintaining any
        such
        insurance shall not, for the purpose of calculating monthly distributions
        to
        Certificateholders, be added to the amount owing under the Mortgage Loan,
        notwithstanding that the terms of the Mortgage Loan so permit. It is understood
        and agreed that no earthquake or other additional insurance is to be required
        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. When the
        improvements securing a Mortgage Loan are located at the time of origination
        of
        such Mortgage Loan in a federally designated special flood hazard area, the
        Master Servicer shall cause flood insurance (to the extent available) to
        be
        maintained in respect thereof. Such flood insurance shall be in an amount
        equal
        to the lesser of (i) the replacement value of the improvements, which are
        part
        of such Mortgaged Property on a replacement cost basis and (ii) the maximum
        amount of such insurance available for the related Mortgaged Property under
        the
        national flood insurance program (assuming that the area in which such Mortgaged
        Property is located is participating in such program).

       

      In
        the
        event that the Master Servicer shall obtain and maintain a blanket fire
        insurance policy with extended coverage insuring against hazard losses on
        all of
        the Mortgage Loans, it shall conclusively be deemed to have satisfied its
        obligations as set forth in the first two sentences of this Section 3.13,
        it
        being understood and agreed that such policy may contain a deductible clause,
        in
        which case the Master Servicer shall, in the event that there shall not have
        been maintained on the related Mortgaged Property a policy complying with
        the
        first two sentences of this Section 3.13 and there shall have been a loss
        which
        would have been covered by such policy, deposit in the Certificate Account
        the
        amount not otherwise payable under the blanket policy because of such deductible
        clause. Any such deposit by the Master Servicer shall be made on the Certificate
        Account Deposit Date next preceding the Distribution Date which occurs in
        the
        month following the month in which payments under any such policy would have
        been deposited in the Custodial Account. In connection with its activities
        as
        administrator and servicer of the Mortgage Loans, the Master Servicer agrees
        to
        present, on behalf of itself, the Trustee and Certificateholders, claims
        under
        any such blanket policy.

       


      
        
          
          

        

        
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      SECTION
        3.14. Enforcement
        of Due-on-Sale Clauses; Assumption Agreements.

       

      The
        Master Servicer will, to the extent it has knowledge of any conveyance or
        prospective conveyance by any Mortgagor of the Mortgaged Property (whether
        by
        absolute conveyance or by contract of sale, and whether or not the Mortgagor
        remains or is to remain liable under the Mortgage Note or the Mortgage),
        exercise or cause to be exercised its rights to accelerate the maturity of
        such
        Mortgage Loan under any “due-on-sale” clause applicable thereto; provided,
        however, that the Master Servicer shall not exercise any such rights if it
        reasonably believes that it is prohibited by law from doing so or if such
        enforcement will adversely affect or jeopardize required coverage under the
        Insurance Policies. If the Master Servicer is unable to enforce such “due-
        on-sale” clause (as provided in the previous sentence) or if no “due-on-sale”
clause is applicable, the Master Servicer or the Sub-Servicer will enter
        into an
        assumption and modification agreement with the Person to whom such property
        has
        been conveyed or is proposed to be conveyed, pursuant to which such Person
        becomes liable under the Mortgage Note and, to the extent permitted by
        applicable state law, the Mortgagor remains liable thereon; provided, however,
        that the Master Servicer shall not enter into any assumption and modification
        agreement if the coverage provided under the Primary Insurance Policy, if
        any,
        would be impaired by doing so. The Master Servicer is also authorized to
        enter
        into a substitution of liability agreement with such Person, pursuant to
        which
        the original Mortgagor is released from liability and such Person is substituted
        as the Mortgagor and becomes liable under the Mortgage Note, if the Master
        Servicer shall have determined in good faith that such substitution will
        not
        adversely affect the collectability of the Mortgage Loan. Any fee collected
        by
        or on behalf of the Master Servicer for entering into an assumption or
        substitution of liability agreement will be retained by or on behalf of the
        Master Servicer as additional servicing compensation. In connection with
        any
        such assumption, no material term of the Mortgage Note (including but not
        limited to the Mortgage Rate, the amount of the Monthly Payment and any other
        term affecting the amount or timing of payment on the Mortgage Loan) may
        be
        changed. The Master Servicer shall not enter into any substitution or assumption
        if such substitution or assumption would constitute a “significant modification”
effecting an exchange or reissuance of such Mortgage Loan under the Code
        (or
        final, temporary or proposed Treasury regulations promulgated thereunder)
        and
        cause the Trust Fund to fail to qualify as a REMIC under the Code or the
        imposition of any tax on “prohibited transactions” or “contributions” after the
        Startup Day under the REMIC Provisions. The Master Servicer shall notify
        the
        Trustee that any such substitution or assumption agreement has been completed
        by
        forwarding to the Trustee the original copy of such substitution or assumption
        agreement, which copy shall be added to the related Mortgage File and shall,
        for
        all purposes, be considered a part of such Mortgage File to the same extent
        as
        all other documents and instruments constituting a part thereof.

       

      Notwithstanding
        the foregoing paragraph or any other provision of this Agreement, the Master
        Servicer shall not be deemed to be in default, breach or any other violation
        of
        its obligations hereunder by reason of any assumption of a Mortgage Loan
        by
        operation of law or any assumption that the Master Servicer may be restricted
        by
        law from preventing, for any reason whatsoever. For purposes of this Section
        3.14, the term “assumption” is deemed to also include a sale of a Mortgaged
        Property that is not accompanied by an assumption or substitution of liability
        agreement.

       


      
        
          
          

        

        
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      SECTION
        3.15. Realization
        Upon Defaulted Mortgage Loans.

       

      The
        Master Servicer shall exercise reasonable efforts, consistent with the
        procedures that the Master Servicer would use in servicing loans for its
        own
        account, to foreclose upon or otherwise comparably convert (which may include
        an
        REO Acquisition) the ownership of properties securing such of the Mortgage
        Loans
        as come into and continue in default and as to which no satisfactory
        arrangements can be made for collection of delinquent payments pursuant to
        Section 3.07, and which are not released from the Trust Fund pursuant to
        any
        other provision hereof. The Master Servicer shall use reasonable efforts
        to
        realize upon such defaulted Mortgage Loans in such manner as will maximize
        the
        receipt of principal and interest by Certificateholders, taking into account,
        among other things, the timing of foreclosure proceedings. The foregoing
        is
        subject to the provisions that, in any case in which Mortgaged Property shall
        have suffered damage from an Uninsured Cause, the Master Servicer shall not
        be
        required to expend its own funds toward the restoration of such property
        unless
        it shall determine in (i) that such restoration will increase the net proceeds
        of liquidation of the related Mortgage Loan to Certificateholders after
        reimbursement to itself for such expenses, and (ii) that such expenses will
        be
        recoverable by the Master Servicer through Insurance Proceeds or Liquidation
        Proceeds from the related Mortgaged Property, as contemplated in Section
        3.11.
        The Master Servicer shall be responsible for all other costs and expenses
        incurred by it in any such proceedings; provided, however, that it shall
        be
        entitled to reimbursement thereof from the related Mortgaged Property, as
        contemplated in Section 3.11.

       

      The
        proceeds of any Cash Liquidation or REO Disposition, as well as any recovery
        resulting from a partial collection of Insurance Proceeds or Liquidation
        Proceeds or any income from an REO Property, will be applied in the following
        order of priority: first, to reimburse the Master Servicer or any Sub- Servicer
        for any related unreimbursed Servicing Advances, pursuant to Section 3.11
        (vi)
        or 3.22; second, to accrued and unpaid interest on the Mortgage Loan or REO
        Imputed Interest, at the Mortgage Rate, to the date of the Cash Liquidation
        or
        REO Disposition, or to the Due Date prior to the Distribution Date on which
        such
        amounts are to be distributed if not in connection with a Cash Liquidation
        or
        REO Disposition; and third, as a recovery of principal of the Mortgage Loan.
        If
        the amount of the recovery so allocated to interest is less than a full recovery
        thereof, that amount will be allocated as follows: first, on a pro rata basis,
        to unpaid Servicing Fees; and second, to interest at the related Net Mortgage
        Rate. The portion of the recovery so allocated to unpaid Servicing Fees shall
        be
        reimbursed to the Master Servicer or any Sub-Servicer pursuant to Section
        3.11(vi). The portions of the recovery so allocated to interest at the related
        Net Mortgage Rate and to principal of the Mortgage Loan shall be applied
        as
        follows: first, to reimburse the Trustee for any unpaid Trustee’s Fees, second,
        to reimburse the Master Servicer or any Sub-Servicer for any related
        unreimbursed Advances in accordance with Section 3. 1 31 (iii) or 3.22, and
        third, for distribution in accordance with the provisions of Section 4.01(b)
        and
        4.01(c).

       

      SECTION
        3.16. Trustee
        to Cooperate; Release of Mortgage Files.

       

      Upon
        the
        payment in full of any Mortgage Loan, or the receipt by the Master Servicer
        of a
        notification that payment in full shall be escrowed in a manner customary
        for
        such purposes, the Master Servicer will immediately notify the Trustee by
        a
        certification (which certification shall include a statement to the effect
        that
        all amounts received or to be received in connection with such payment which
        are
        required to be deposited in the Custodial Account pursuant to Section 3.10
        have
        been or will be so deposited) of a Servicing Officer and shall request delivery
        to it of the Mortgage File in the form of the Request for Release attached
        hereto as Exhibit F-2. Upon receipt of such certification and request, the
        Trustee shall promptly release the related Mortgage File to the Master Servicer.
        Subject to the receipt by the Master Servicer of the proceeds of such payment
        in
        full and the payment of all related fees and expenses, the Master Servicer
        shall
        arrange for the release to the Mortgagor of the original cancelled Mortgage
        Note. The Master Servicer shall provide for preparation of the appropriate
        instrument of satisfaction covering any Mortgage Loan which pays in full
        and the
        Trustee shall cooperate in the execution and return of such instrument to
        provide for its delivery or recording as may be required. All other documents
        in
        the Mortgage File shall be retained by the Master Servicer to the extent
        required by applicable law. No expenses incurred in connection with any
        instrument of satisfaction or deed of reconveyance shall be chargeable to
        the
        Custodial Account or the Certificate Account.

       


      
        
          
          

        

        
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      From
        time
        to time and as appropriate for the servicing or foreclosure of any Mortgage
        Loan, including, for this purpose, collection under the Insurance Policies
        or
        any other insurance policy relating to the Mortgage Loan, the Trustee shall,
        upon request of the Master Servicer and delivery to the Trustee of a Request
        for
        Release in the form attached hereto as Exhibit F-1, release the related Mortgage
        File to the Master Servicer, and the Trustee shall execute such documents
        as the
        Master Servicer shall prepare and request as being necessary to the prosecution
        of any such proceedings. Such Request for Release shall obligate the Master
        Servicer to return each document previously requested from the Mortgage File
        to
        the Trustee when the need therefor by the Master Servicer no longer exists,
        unless the Mortgage Loan has been liquidated and the Liquidation Proceeds
        relating to the Mortgage Loan have been deposited in the Custodial Account
        or
        the Mortgage File or such document has been delivered to an attorney, or
        to a
        public trustee or other public official as required by law, for purposes
        of
        initiating or pursuing legal action or other proceedings for the foreclosure
        of
        the Mortgaged Property either judicially or non-judicially, and the Master
        Servicer has delivered to the Trustee a certificate of a Servicing Officer
        certifying as to the name and address of the Person to which such Mortgage
        File
        or such document was delivered and the purpose or purposes of such delivery.
        Upon receipt of a certificate of a Servicing Officer stating that such Mortgage
        Loan was liquidated and that all amounts received or to be received in
        connection with such liquidation which are required to be deposited into
        the
        Custodial Account have been or will be so deposited, or that such Mortgage
        Loan
        has become an REO Property, the servicing receipt shall be released by the
        Trustee to the Master Servicer.

       

      Upon
        written request of a Servicing Officer, the Trustee shall execute and deliver
        to
        the Master Servicer any court pleadings, requests for trustee’s sale or other
        documents prepared by the Master Servicer that are necessary to the foreclosure
        or trustee’s sale in respect of a Mortgaged Property or to any legal action
        brought to obtain judgment against any Mortgagor on the Mortgage Note or
        Mortgage or to obtain a deficiency judgment, or to enforce any other remedies
        or
        rights provided by the Mortgage Note or Mortgage or otherwise available at
        law
        or in equity. Each such request that such pleadings or documents be executed
        by
        the Trustee shall include a certification as to the reason such documents
        or
        pleadings are required and that the execution and delivery thereof by the
        Trustee will not invalidate or otherwise affect the lien of the Mortgage,
        except
        for the termination of such a lien upon completion of the foreclosure or
        trustee’s sale.

       


      
        
          
          

        

        
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      SECTION
        3.17. Servicing
        Compensation.

       

      As
        compensation for its activities hereunder, the Master Servicer shall be entitled
        to retain, from deposits to the Custodial Account of amounts representing
        payments or recoveries of interest, the Servicing Fees with respect to each
        Mortgage Loan (less any portion of such amounts retained by any Sub-Servicer).
        In addition, the Master Servicer shall be entitled to recover unpaid Servicing
        Fees out of related Late Collections to the extent permitted in
        Section 3.11.

       

      The
        Master Servicer also shall be entitled pursuant to Section 3.11 to receive
        from
        the Custodial Account, as additional servicing compensation interest or other
        income earned on deposits therein, as well as any prepayment fees, assumption
        fees, late payment fees and reconveyance fees. The Master Servicer shall
        be
        required to pay all expenses incurred by it in connection with its servicing
        activities hereunder (including payment of the premiums for any Primary Mortgage
        Insurance Policy or blanket policy insuring against hazard losses pursuant
        to
        Section 3.13, payment of the servicing compensation of the Sub-Servicer to
        the
        extent not retained by it), and shall not be entitled to reimbursement therefor
        except as specifically pro vided in Section 3.11. The Servicing Fee may not
        be
        transferred in whole or in part except in connection with the transfer of
        all of
        the Master Servicer’s responsibilities and obligations under this
        Agreement.

       

      SECTION
        3.18. Maintenance
        of Certain Servicing Policies.

       

      During
        the term of its service as Master Servicer, the Master Servicer shall maintain
        in force (i) a policy or policies of insurance covering errors and omissions
        in
        the performance of its obligations as servicer hereunder and (ii) a fidelity
        bond in respect of its officers, employees or agents. Each such policy or
        policies and bond shall, together, comply with the requirements from time
        to
        time of Fannie Mae or Freddie Mac for persons performing servicing for mortgage
        loans purchased by such corporation. The Master Servicer shall prepare and
        present, on behalf of itself, the Trustee and Certificateholders, claims
        under
        any such errors and omissions policy or policies or fidelity bond in a timely
        fashion in accordance with the terms of such policy or bond, and upon the
        filing
        of any claim on any policy or bond described in this Section, the Master
        Servicer shall promptly notify the Trustee of any such claims and the Trustee
        shall notify the Rating Agency of such claim.

       

      SECTION
        3.19. Annual
        Statement as to Compliance.

       

      Not
        later
        than February 28 of each calendar year beginning in 2007, the Master Servicer
        shall deliver to the Depositor and the Trustee an Officer’s Certificate (an
“Annual Statement of Compliance”) stating, as to the signer thereof, that (i) a
        review of the activities of such Servicer during the preceding calendar year
        and
        of the performance of the Master Servicer under this Agreement or other
        applicable servicing agreement has been made under such officer’s supervision,
        and (ii) to the best of such officer’s knowledge, based on such review, the
        Master Servicer has fulfilled all its obligations under this Agreement or
        other
        applicable servicing agreement in all material respects throughout such year,
        or, if there has been a failure to fulfill any such obligation in any material
        respect, specifying each such failure known to such officer and the nature
        and
        status of cure provisions thereof. Such Annual Statement of Compliance shall
        contain no restrictions or limitations on its use. In the event that the
        Master
        Servicer has delegated any servicing responsibilities with respect to the
        Mortgage Loans serviced by it to a Subservicer, the Master Servicer shall
        deliver an officer's certificate of the Subservicer as described above as
        to
        each Subservicer as and when required with respect to the Master
        Servicer.

       


      
        
          
          

        

        
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      If
        the
        Master Servicer cannot deliver the related Annual Statement of Compliance
        by
        February 28th of such year, the Trustee, at its sole option, may permit a
        cure
        period for the Master Servicer to deliver such Annual Statement of Compliance,
        but in no event later than March 10th of such year.

       

      Failure
        of the Master Servicer to timely comply with this Section 3.19 shall be deemed
        an Event of Default, automatically, without notice and without any cure period,
        and the Trustee may, in addition to whatever rights the Trustee may have
        under
        this Agreement and at law or equity or to damages, including injunctive relief
        and specific performance, terminate all the rights and obligations of the
        Master
        Servicer under this Agreement and in and to the Mortgage Loans serviced by
        it
        and the proceeds thereof without compensating the Master Servicer for the
        same.
        This paragraph shall supercede any other provision in this Agreement or any
        other agreement to the contrary.

       

      SECTION
        3.20. Assessments
        of Compliance and Attestation Reports.

       

      On
        and
        after January 1, 2006, the Master Servicer shall service and administer the
        related Mortgage Loans in accordance with all applicable requirements of
        the
        Servicing Criteria. The Master Servicer shall deliver to the Trustee and
        the
        Depositor on or before February 28 of each calendar year beginning in 2007,
        a
        report (an “Assessment of Compliance”) reasonably satisfactory to the Trustee
        regarding the Master Servicer’s assessment of compliance with the Servicing
        Criteria during the preceding calendar year as required by Rules 13a-18 and
        15d-18 of the Exchange Act and Item 1122 of Regulation AB, which as of the
        date
        hereof, require a report by an authorized officer of the related Servicer
        that
        contains the following:

       

      (a) A
        statement by such officer of its responsibility for assessing compliance
        with
        the Servicing Criteria applicable to the Master Servicer;

       

      (b) A
        statement by such officer that such officer used the Servicing Criteria to
        assess compliance with the Servicing Criteria applicable to the Master
        Servicer;

       

      (c) An
        assessment by such officer of the Master Servicer’s compliance with the
        applicable Servicing Criteria for the period consisting of the preceding
        calendar year, including disclosure of any material instance of noncompliance
        with respect thereto during such period, which assessment shall be based
        on the
        activities it performs with respect to asset-backed securities transactions
        taken as a whole involving the Master Servicer, that are backed by the same
        asset type as the Mortgage Loans;

       


      
        
          
          

        

        
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      (d) A
        statement that a registered public accounting firm has issued an attestation
        report on the Master Servicer’s Assessment of Compliance for the period
        consisting of the preceding calendar year; and

       

      (e) A
        statement as to which of the Servicing Criteria, if any, are not applicable
        to
        the Master Servicer, which statement shall be based on the activities it
        performs with respect to asset-backed securities transactions taken as a
        whole
        involving the Master Servicer, that are backed by the same asset type as
        the
        Mortgage Loans.

       

      Such
        report at a minimum shall address each of the Servicing Criteria specified
        on a
        certification substantially in the form of Exhibit CC hereto delivered to
        the
        Trustee and the Depositor concurrently with the execution of this
        Agreement.

       

      On
        or
        before February 28 of each calendar year beginning in 2007, the Master Servicer
        shall furnish to the Trustee and the Depositor a report (an “Attestation
        Report”) by a registered public accounting firm that attests to, and reports on,
        the Assessment of Compliance made by the Master Servicer, as required by
        Rules
        13a-18 and 15d-18 of the Exchange Act and Item 1122(b) of Regulation AB,
        which
        Attestation Report must be made in accordance with standards for attestation
        reports issued or adopted by the Public Company Accounting Oversight Board.
        

       

      The
        Master
        Servicer shall
        cause any subservicer, and each subcontractor determined by the Master Servicer
        to be “participating in the servicing function” within the meaning of Item 1122
        of Regulation AB, to deliver to the Trustee and the Depositor an assessment
        of
        compliance and accountants’ attestation.

       

      If
        the
        Master Servicer cannot deliver the related Assessment of Compliance or
        Attestation Report by February 28th of such year, the Trustee, at its sole
        option, may permit a cure period for the Master Servicer to deliver such
        Assessment of Compliance or Attestation Report, but in no event later than
        March
        10th of such year.

       

      The
        Trustee shall also provide an Assessment of Compliance and Attestation Report,
        as and when provided above, which shall at a minimum address each of the
        Servicing Criteria specified on Exhibit N hereto which are indicated as
        applicable to the “trustee” or “securities administrator.” In addition, the
        Trustee shall cause the Custodian to deliver to the Trustee and the Depositor
        an
        Assessment of Compliance and Attestation Report, as and when provided above,
        which shall at a minimum address each of the Servicing Criteria specified
        on
        Exhibit N hereto which are indicated as applicable to a “custodian.”
Notwithstanding the foregoing, as to any Custodian, an Assessment of Compliance
        is not required to be delivered unless it is required as part of a Form 10-K
        with respect to the Trust Fund.

       

      Failure
        of the Master Servicer to timely comply with this Section 3.20 shall be deemed
        an Event of Default, automatically, without notice and without any cure period,
        and the Trustee may, in addition to whatever rights the Trustee may have
        under
        this Agreement and at law or equity or to damages, including injunctive relief
        and specific performance, terminate all the rights and obligations of the
        Master
        Servicer under this Agreement and in and to the Mortgage Loans serviced by
        it
        and the proceeds thereof without compensating the Master Servicer for the
        same.
        This paragraph shall supercede any other provision in this Agreement or any
        other agreement to the contrary.

       


      
        
          
          

        

        
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      SECTION
        3.21. Access
        to
        Certain Documentation.

       

      (a) The
        Master Servicer shall provide to the OTS, the FDIC and other federal banking
        regulatory agencies, and their respective examiners, access to the documentation
        regarding the Mortgage Loans required by applicable regulations of the OTS,
        the
        FDIC and such other agencies. Such access shall be afforded without charge,
        but
        only upon reasonable and prior written request and during normal business
        hours
        at the offices of the Master Servicer designated by it. Nothing in this Section
        shall derogate from the obligation of the Master Servicer to observe any
        applicable law prohibiting disclosure of information regarding the Mortgagors
        and the failure of the Master Servicer to provide access as provided in this
        Section as a result of such obligation shall not constitute a breach of this
        section.

       

      (b) The
        Master Servicer shall afford the Depositor and the Trustee, upon reasonable
        notice, during normal business hours access to all records maintained by
        the
        Master Servicer in respect of its rights and obligations hereunder and access
        to
        officers of the Master Servicer responsible for such obligations. Upon request,
        the Master Servicer shall furnish the Depositor and the Trustee with its
        most
        recent financial statements and such other information as the Master Servicer
        possesses regarding its business, affairs, property and condition, financial
        or
        otherwise to the extent related to the servicing of the Mortgage Loans. Payments
        on the Mortgage Loans, including any Payoffs, made in accordance with the
        related Mortgage File will be entered into the Master Servicer’s set of records
        no more than two Business Days after receipt, and allocated to principal
        or
        interest as specified in the related Mortgage File. The Depositor may, but
        is
        not obligated to, enforce the obligations of the Master Servicer hereunder
        and
        may, but is not obligated to, perform, or cause a designee to perform, any
        defaulted obligation of the Master Servicer hereunder or exercise the rights
        of
        the Master Servicer hereunder; provided that the Master Servicer shall not
        be
        relieved of any of its obligations hereunder by virtue of such performance
        by
        the Depositor or its designee. The Depositor shall not have any responsibility
        or liability for any action or failure to act by the Master Servicer and
        is not
        obligated to supervise the performance of the Master Servicer under this
        Agreement or otherwise.

       

      SECTION
        3.22. Title,
        Conservation and Disposition of REO Property.

       

      This
        Section shall apply only to REO Properties acquired for the account of the
        Trust
        Fund, and shall not apply to any REO Property relating to a Mortgage Loan
        which
        was purchased or repurchased from the Trust Fund pursuant to any provision
        hereof. In the event that title to any such REO Property is acquired, the
        deed
        or certificate of sale shall be issued to the Trustee, or to its nominee,
        on
        behalf of the Certificateholders. The Master Servicer, on behalf of the Trust
        Fund, shall either sell any REO Property within two years after the Trust
        Fund
        acquires ownership of such REO Property for purposes of Section 86OG(a)(8)
        of
        the Code or, at the expense of the Trust Fund, request an extension of the
        two-year grace period, more than 60 days before the day on which the two-year
        grace period would otherwise expire, unless the Master Servicer has delivered
        to
        the Trustee an Opinion of Counsel, addressed to the Trustee and the Master
        Servicer, to the effect that the holding by the Trust Fund of such REO Property
        subsequent to two years after its acquisition will not result in the imposition
        on the Trust Fund of taxes on “prohibited transactions” thereof, as defined in
        Section 86OF of the Code, or cause the Trust Fund to fail to qualify as a
        REMIC
        under federal law at any time that any Certificates are outstanding. The
        Master
        Servicer shall manage, conserve, protect and operate each REO Property for
        the
        Certificateholders solely for the purpose of its prompt disposition and sale
        in
        a manner which does not cause such REO Property to fail to qualify as
“foreclosure property” within the meaning of Section 86OG(a)(8) or result in the
        receipt by the Trust Fund of any “income from non- permitted assets” within the
        meaning of Section 86OF(a)(2)(B) of the Code or any “net income from foreclosure
        property” which is subject to taxation under the REMIC Provisions. Pursuant to
        its efforts to sell such REO Property, the Master Servicer shall either itself
        or through an agent selected by the Master Servicer protect and conserve
        such
        REO Property in the same manner and to such extent as is customary in the
        locality where such REO Property is located and may, incident to its
        conservation and protection of the interests of the Certificateholders, rent
        the
        same, or any part thereof, as the Master Servicer deems to be in the best
        interest of the Certificateholders for the period prior to the sale of such
        REO
        Property.

       


      
        
          
          

        

        
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      The
        Master Servicer shall segregate and hold all funds collected and received
        in
        connection with the operation of any REO Property separate and apart from
        its
        own funds and general assets. The Master Servicer shall deposit, or cause
        to be
        deposited, on a daily basis in the Custodial Account all revenues received
        with
        respect to the REO Properties, net of any directly related expenses incurred
        or
        withdraw therefrom funds necessary for the proper operation, management and
        maintenance of the REO Property.

       

      If
        as of
        the date of acquisition of title to any REO Property there remain outstanding
        unreimbursed Servicing Advances with respect to such REO Property or any
        outstanding Advances allocated thereto the Master Servicer, upon an REO
        Disposition, shall be entitled to reimbursement for any related unreimbursed
        Servicing Advances and any unreimbursed related Advances as well as any unpaid
        Servicing Fees from proceeds received in connection with the REO Disposition,
        as
        further provided in Section 3.15.

       

      Subject
        to the first paragraph of this Section 3.22, the REO Disposition shall be
        carried out by the Master Servicer at such price and upon such terms and
        conditions as the Master Servicer shall determine to be in the best economic
        interest of the Trust Fund.

       

      Any
        REO
        Disposition shall be for cash only (unless changes in the REMIC Provisions
        made
        subsequent to the Startup Day allow a sale for other
        consideration).

       

      The
        Master Servicer shall deposit the proceeds from the REO Disposition, net
        of any
        payment to the Master Servicer as provided above, in the Custodial Account
        upon
        receipt thereof for distribution in accordance with Section 4.01, including
        any
        such net proceeds which are in excess of the applicable Stated Principal
        Balance
        plus all unpaid REO Imputed Interest thereon through the date of the REO
        Disposition.

       


      
        
          
          

        

        
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      Notwithstanding
        the foregoing provisions of this Section 3.22, with respect to any Mortgage
        Loan
        as to which the Master Servicer has received notice of, or has actual knowledge
        of, the presence of any toxic or hazardous substance on the Mortgaged Property,
        the Master Servicer shall promptly request the Trustee and the Depositor
        to
        provide directions and instructions with respect to such Mortgage Loan and
        shall
        act in accordance with any such directions and instructions jointly provided
        by
        the Trustee and the Depositor. Notwithstanding the preceding sentence of
        this
        Section 3.22, with respect to any Mortgage Loan described by such sentence,
        the
        Master Servicer shall not, on behalf of the Trustee, either (i) obtain title
        to
        the related Mortgaged Property as a result of or in lieu of foreclosure or
        otherwise, or (ii) otherwise acquire possession of, the related Mortgaged
        Property, unless (i) the Depositor and the Trustee jointly direct the Master
        Servicer to take such action and (ii) either (A) the Master Servicer has,
        at
        least 30 days prior to taking such action, obtained and delivered to the
        Depositor an environmental audit report prepared by a Person who regularly
        conducts environmental audits using customary industry standards or (B) the
        Depositor has directed the Master Servicer not to obtain an environmental
        audit
        report. If the Trustee and the Depositor have not jointly provided directions
        and instructions to the Master Servicer in connection with any such Mortgage
        Loan within 30 days of a request by the Master Servicer for such directions
        and
        instructions, then the Master Servicer shall take such action as it deems
        to be
        in the best economic interest of the Trust Fund (other than proceeding against
        the Mortgaged Property) and is hereby authorized at such time as it deems
        appropriate to release such Mortgaged Property from the lien of the related
        Mortgage.

       

      The
        cost
        of the environmental audit report contemplated by this Section 3.22 shall
        be
        advanced by the Master Servicer as an expense of the Trust Fund, and the
        Master
        Servicer shall be reimbursed therefor from the Custodial Account as provided
        in
        Section 3.11, any such right of reimbursement being prior to the rights of
        the
        Certificateholders to receive any amount in the Custodial Account.

       

      If
        the
        Master Servicer determines, as described above, that it is in the best economic
        interest of the Trust Fund to take such actions as are necessary to bring
        any
        such Mortgaged Property in compliance with applicable environmental laws,
        or to
        take such action with respect to the containment, clean-up or remediation
        of
        hazardous substances, hazardous materials, hazardous wastes, or petroleum-based
        materials affecting any such Mortgaged Property, then the Master Servicer
        shall
        take such action as it deems to be in the best economic interest of the Trust
        Fund. The cost of any such compliance, containment, clean-up or remediation
        shall be advanced by the Master Servicer as an expense of the Trust Fund,
        and
        the Master Servicer shall be entitled to be reimbursed therefor from the
        Custodial Account as provided in Section 3.11, any such right of reimbursement
        being prior to the rights of the Certificateholders to receive any amount
        in the
        Custodial Account.

       


      
        
          
          

        

        
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      SECTION
        3.23. Additional
        Obligations of the Master Servicer.

       

      On
        each
        Certificate Account Deposit Date, the Master Servicer shall deliver to the
        Trustee for deposit in the Certificate Account from its own funds and without
        any right of reimbursement therefor, a total amount equal to the aggregate
        of
        the Prepayment Interest Shortfalls for such Distribution Date; provided that
        the
        Master Servicer’s obligations under this subsection on any Distribution Date
        shall not be more than the total amount of its master servicing compensation
        payable in such month.

       

      SECTION
        3.24. Additional
        Obligations of the Depositor.

       

      The
        Depositor agrees that on or prior to the tenth day after the Closing Date,
        the
        Depositor shall provide the Trustee with a written notification, substantially
        in the form of Exhibit J attached hereto, relating to each Class of
        Certificates, setting forth (i) in the case of each Class of such Certificates,
        (a) if less than 10% of the aggregate Certificate Principal Balance of such
        Class of Certificates has been sold as of such date, the value calculated
        pursuant to clause (b)(iii) of Exhibit J hereto, or, (b) if 10% or more of
        such
        Class of Certificates has been sold as of such date but no single price is
        paid
        for at least 10% of the aggregate Certificate Principal Balance of such Class
        of
        Certificates, then the weighted average price at which the Certificates of
        such
        Class were sold and the aggregate percentage of Certificates of such Class
        sold,
        (c) the first single price at which at least 10% of the aggregate Certificate
        Principal Balance of such class of Certificates was sold or, (d) if any
        Certificates of each Class of Certificates are retained by the Depositor
        or an
        affiliated corporation, or are delivered to the Seller, the fair market value
        of
        such Certificates as of the Closing Date, (ii) the prepayment assumption
        used in
        pricing the Certificates, and (iii) such other information as to matters
        of fact
        as the Trustee may reasonably request to enable it to comply with its reporting
        requirements with respect to each Class of such Certificates to the extent
        such
        information can in the good faith judgment of the Depositor be determined
        by
        it.

      


      SECTION
        3.25. Intention
        of the Parties and Interpretation.

       

      
        
          
          

        

        
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      Each
        of
        the parties acknowledges and agrees that the purpose of Sections 3.19, 3.20,
        Section 8.11 and this Section 3.25 of this Agreement is to facilitate compliance
        by the Seller and the Depositor with the provisions of Regulation AB promulgated
        by the Commission under the 1934 Act (17 C.F.R. §§ 229.1100 - 229.1123), as such
        may be amended from time to time and subject to clarification and interpretive
        advice as may be issued by the staff of the Commission from time to time.
        Therefore, each of the parties agrees that (a) the obligations of the parties
        hereunder shall be interpreted in such a manner as to accomplish that purpose,
        (b) the parties’ obligations hereunder will be supplemented and modified as
        necessary to be consistent with any such amendments, interpretive advice
        or
        guidance, convention or consensus among active participants in the asset-backed
        securities markets, advice of counsel, or otherwise in respect of the
        requirements of Regulation AB, (c) the parties shall comply with requests
        made
        by the Seller or the Depositor for delivery of additional or different
        information as the Seller or the Depositor may determine in good faith is
        necessary to comply with the provisions of Regulation AB, and (d) no amendment
        of this Agreement shall be required to effect any such changes in the parties’
obligations as are necessary to accommodate evolving interpretations of the
        provisions of Regulation AB.


      
        
          
          

        

        
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      ARTICLE
        IV

       

      PAYMENTS
        TO CERTIFICATEHOLDERS

       

      SECTION
        4.01. Certificate
        Account; Distributions.

       

      (a) The
        Trustee shall establish and maintain a Certificate Account, in which the
        Master
        Servicer shall cause to be deposited on behalf of the Trustee on or before
        3:00
        P.M. New York time on each Certificate Account Deposit Date by wire transfer
        of
        immediately available funds an amount equal to the sum of (i) any Advance
        for
        the immediately succeeding Distribution Date, (ii) any amount required to
        be
        deposited in the Certificate Account pursuant to Sections 3.11, 3.13, 3.23
        or
        4.03(b) and (iii) all other amounts constituting or, if not otherwise applicable
        to the payment of the Trustee’s Fee, that would constitute the Available
        Distribution Amount for the immediately succeeding Distribution Date. The
        Trustee shall transfer from the Certificate Account to itself, the Trustee’s Fee
        on each Certificate Account Deposit Date. Such amounts do not constitute
        part of
        the Available Distribution Amount.

       

      (b) On
        each
        Distribution Date the Trustee shall, distribute to the Master Servicer, in
        the
        case of a distribution pursuant to Section 4.01(b)(iii), and to each
        Certificateholder of record on the next preceding Record Date (other than
        as
        provided in Section 9.01 respecting the final distribution) either in
        immediately available funds (by wire transfer or otherwise) to the account
        of
        such Certificateholder at a bank or other entity having appropriate facilities
        therefor, if such Certificateholder has so notified the Trustee at least
        5
        Business Days prior to the related Record Date and such Certificateholder
        is the
        registered owner of Certificates the aggregate Initial Certificate Principal
        Balance of which is not less than $2,500,000 (or, with respect to the Class
        A-5
        and Class A-7 Certificates, is the registered owner of an initial Notional
        Amount of not less than $10,000,000 of each such class), or otherwise by
        check
        mailed to such Certificateholder at the address of such Holder appearing
        in the
        Certificate Register, such Certificateholder’s share (based on the aggregate of
        the Percentage Interests represented by Certificates of the applicable Class
        held by such Holder) of the following amounts, in the following order of
        priority, in each case to the extent of the Available Distribution
        Amount:

       

      (i) to
        the
        Class A Certificateholders on a pro rata basis based on Accrued Certificate
        Interest payable thereon, Accrued Certificate Interest on such Classes of
        Certificates for such Distribution Date and to the extent not previously
        paid,
        for all prior Distribution Dates;

       

      (ii) to
        the
        Class A Certificateholders (other than the Class A-5 Certificateholders and
        the
        Class A-7 Certificateholders), in the priorities and amounts set forth in
        Sections 4.01(c) and (d), the sum of the following (applied to reduce the
        Certificate Principal Balances of such Class A Certificates, as
        applicable):

       

      (A) the
        Senior Percentage for such Distribution Date times the sum of the
        following:

       


      
        
          
          

        

        
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      (1) the
        principal portion of each Monthly Payment due during the related Due Period
        on
        each Outstanding Mortgage Loan, whether or not received on or prior to the
        related Determination Date, minus the principal portion of any Debt Service
        Reduction which together with other Bankruptcy Losses exceeds the Bankruptcy
        Amount;

       

      (2) the
        Stated Principal Balance of any Mortgage Loan purchased during the related
        Prepayment Period and the amount of any shortfall deposited in the Custodial
        Account in connection with the substitution of a Deleted Mortgage Loan pursuant
        to Section 2.04 during the related Prepayment Period; and

       

      (3) the
        principal portion of all other unscheduled collections (other than Principal
        Prepayments and amounts received in connection with a Cash Liquidation or
        REO
        Disposition) received during the related Prepayment Period, including, without
        limitation, Insurance Proceeds, Liquidation Proceeds and REO Proceeds, to
        the
        extent applied by the Master Servicer as recoveries of principal of the related
        Mortgage Loan pursuant to Section 3.15;

       

      (B) with
        respect to each Mortgage Loan for which a Cash Liquidation or a REO Disposition
        occurred during the related Prepayment Period and did not result in any Excess
        Special Hazard Losses, Excess Fraud Losses, Excess Bankruptcy Losses or
        Extraordinary Losses, an amount equal to the lesser of (a) the Senior Percentage
        for such Distribution Date times the Stated Principal Balance of such Mortgage
        Loan and (b) the Senior Accelerated Distribution Percentage for such
        Distribution Date times the related unscheduled collections (including without
        limitation Insurance Proceeds, Liquidation Proceeds and REO Proceeds) to
        the
        extent applied by the Master Servicer as recoveries of principal of the related
        Mortgage Loan pursuant to Section 3.15;

       

      (C) the
        Senior Accelerated Distribution Percentage for such Distribution Date times
        the
        aggregate of all Principal Prepayments in Full and Curtailments received
        in the
        related Prepayment Period; and

       

      (D) any
        amounts described in clauses (A), (B) and (C) of this Section 4.01 (b)(ii),
        as
        determined for any previous Distribution Date, which remain unpaid after
        application of amounts previously distributed pursuant to this clause (D)
        to the
        extent that such amounts are not attributable to Realized Losses which have
        been
        allocated to the Class B Certificates;

       

      (iii) if
        the
        Certificate Principal Balances of the Class B Certificates have not been
        reduced
        to zero, to the Master Servicer or a Sub-Servicer, to the extent of and in
        reimbursement for any Advances previously made with respect to any Mortgage
        Loan
        or REO Property which remain unreimbursed in whole or in part following the
        Cash
        Liquidation or REO Disposition of such Mortgage Loan or REO Property, minus
        any
        such Advances that were made with respect to delinquencies that ultimately
        constituted Excess Special Hazard Losses, Excess Fraud Losses, Excess Bankruptcy
        Losses or Extraordinary Losses;

       


      
        
          
          

        

        
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      (iv) to
        the
        Holders of the Class B Certificates, the Accrued Certificate Interest thereon
        for such Distribution Date, plus any Accrued Certificate Interest thereon
        remaining unpaid from any previous Distribution Date, except as provided
        below;

       

      (v) to
        the
        Holders of the Class B Certificates, an amount equal to the Subordinate
        Principal Distribution Amount for such Class of Certificates for such
        Distribution Date, applied in reduction of the Certificate Principal Balance
        of
        the Class B Certificates;

       

      (vi) to
        the
        Class A Certificateholders (other than the Class A-5 and Class A-7
        Certificateholders) in the priority set forth in Section 4.01(c), the portion,
        if any, of the Available Distribution Amount remaining after the foregoing
        distributions, applied to reduce the Certificate Principal Balances of such
        Class A Certificates, but in no event more than the sum of the outstanding
        Certificate Principal Balances of the Class A Certificates (other than the
        Class
        A-5 and Class A-7 Certificates) and thereafter applied to reduce the Certificate
        Principal Balance of the Class B Certificates, but in no event more than
        the
        outstanding Certificate Principal Balance of the Class B Certificates;
        and

       

      (vii) to
        the
        Class R Certificateholders, the balance, if any, of the Available Distribution
        Amount.

       

      (c) Distributions
        of principal on the Class A Certificates (other than the Class A-5 and Class
        A-7
        Certificates) on each Distribution Date occurring prior to the occurrence
        of the
        Credit Support Depletion Date will be made as follows:

       

      (i) first,
        to
        the Class A-1 Certificates and Class A-6 Certificates, with the amount to
        be
        distributed allocated as between such classes on a pro rata basis, until
        the
        Certificate Principal Balance of each such Class has been reduced to
        zero;

       

      (ii) second,
        to the Class A-2 Certificates, until the Certificate Principal Balance thereof
        has been reduced to zero;

       

      (iii) third,
        to
        the Class A-3 Certificates, until the Certificate Principal Balance thereof
        has
        been reduced to zero; and

       

      (iv) fourth,
        to the Class A-4 Certificates, until the Certificate Principal Balance thereof
        has been reduced to zero.

       

      (d) On
        each
        Distribution Date occurring on or after the Credit Support Depletion Date,
        all
        priorities relating to sequential distributions in respect of principal among
        the various classes of Senior Certificates will be disregarded, and the Senior
        Principal Distribution Amount will be distributed to all classes of Senior
        Certificates pro rata in accordance with their respective outstanding
        Certificate Principal Balances; provided, that the aggregate amount
        distributable to the Class A-1, Class A-5 and Class A-6 Certificates (the
        “Tiered Certificates”) in respect of Accrued Certificate Interest thereon and in
        respect of their pro rata portion of the Senior Principal Distribution Amount
        shall be distributed among the Tiered Certificates in the amounts and priority
        as follows: first, to the Class A-1 Certificates and the Class A-5 Certificates,
        up to an amount equal to, and pro rata based on, the Accrued Certificate
        Interest thereon; second to the Class A-1 Certificates, up to an amount equal
        to
        the Optimal Principal Distribution Amount thereof, in reduction of the
        Certificate Principal Balances thereof; third to the Class A-6 Certificates,
        up
        to an amount equal to the Accrued Certificate Interest thereon; and fourth
        to
        the Class A-6 Certificates the remainder of the amount so distributable among
        the Tiered Certificates.

       


      
        
          
          

        

        
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      (e) The
        Trustee shall, upon written request from the Master Servicer, invest or cause
        the institution maintaining the Certificate Account to invest the funds in
        the
        Certificate Account in Permitted Instruments designated in the name of the
        Trustee for the benefit of the Certificateholders, which shall mature not
        later
        than the Business Day next preceding the Distribution Date next following
        the
        date of such investment (except that (i) any investment in obligations of
        the
        institution with which the Certificate Account is maintained may mature on
        such
        Distribution Date and (ii) any other investment may mature on such Distribution
        Date if the Trustee shall agree to advance funds on such Distribution Date
        to
        the Certificate Account in the amount payable on such investment on such
        Distribution Date, pending receipt thereof to the extent necessary to make
        distributions on the Certificates) and shall not be sold or disposed of prior
        to
        maturity. All income and gain realized from any such investment shall be
        for the
        benefit of the Master Servicer and shall be subject to its withdrawal or
        order
        from time to time. The amount of any losses incurred in respect of any such
        investments shall be deposited in the Certificate Account by the Master Servicer
        out of its own funds immediately as realized without right of
        reimbursement.

       

      SECTION
        4.02. Statements
        to Certificateholders.

       

      On
        each
        Distribution Date the Trustee shall forward or cause to be forwarded by mail
        to
        each Holder of a Certificate and to the Depositor and the Master Servicer
        a
        statement as to such distribution setting forth the following information
        as to
        each Class of Certificates to the extent applicable:

       

      (i) 
        (a) the
        amount of such distribution to the Certificateholders of such Class applied
        to
        reduce the Certificate Principal Balance thereof, and (b) the aggregate amount
        included therein representing Principal Prepayments;

       

      (ii) the
        total
        cash flows received and the general sources thereof;

       

      (iii) the
        applicable record dates, accrual periods, determination dates for calculating
        distributions and general distribution dates;

       

      (iv) the
        amount of such distribution to Holders of each Class allocable to
        interest;

       

      (v) [the
        amount of any net swap payment payable to the Derivative Administrator, any
        Net
        Swap Payment payable to the Swap Provider, any swap termination payment payable
        to the derivative administrator and any Swap Termination Payment payable
        to the
        Swap Provider;]

       


      
        
          
          

        

        
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      (vi) if
        the
        distribution to the Certificateholders of such Class is less than the full
        amount that would be distributable to such Certificateholders if there were
        sufficient funds available therefor, the amount of the shortfall;

       

      (vii) the
        amount of any Advance by the Master Servicer pursuant to Section 4.04 (including
        the general purpose of such Advance), the aggregate amount of unreimbursed
        Advances at the close of business on the Distribution Date, and the general
        source of funds for reimbursement;

       

      (viii) the
        number and aggregate Stated Principal Balance of the Mortgage Loans after
        giving
        effect to the distribution of principal on such Distribution Date;

       

      (ix) the
        aggregate Certificate Principal Balance of each Class of Certificates, after
        giving effect to the amounts distributed on such Distribution Date, separately
        identifying any reduction thereof due to Realized Losses other than pursuant
        to
        an actual distribution of principal;

       

      (x) the
        related Subordinate Principal Distribution Amount;

       

      (xi) the
        related amount of Servicing Fees paid to or retained by the Master
        Servicer;

       

      (xii) on
        the
        basis of the most recent reports furnished to it by Sub-Servicers, the number
        and aggregate principal balances of Mortgage Loans that are delinquent (A)
        one
        month, (B) two months and (C) three months, and the number and aggregate
        principal balance of Mortgage Loans that are in foreclosure;

       

      (xiii) the
        number, aggregate principal balance and book value of any REO
        Properties;

       

      (xiv) the
        aggregate Accrued Certificate Interest remaining unpaid, if any, for each
        Class
        of Certificates, after giving effect to the distribution made on such
        Distribution Date;

       

      (xv) the
        Special Hazard Amount, Fraud Loss Amount and Bankruptcy Amount as of the
        close
        of business on such Distribution Date and a description of any change in
        the
        calculation of such amounts;

       

      (xvi) the
        Pass-Through Rate on the Class A-7 Certificates for such Distribution
        Date;

       

      (xvii) the
        occurrence of the Credit Support Depletion Date;

       

      (xviii) the
        Senior Accelerated Distribution Percentage applicable to such
        distribution;

       

      (xix) the
        Senior and Class B Percentages for such Distribution Date;

       


      
        
          
          

        

        
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      (xx) the
        aggregate amount of Realized Losses allocated to the Certificates on such
        Distribution Date;

       

      (xxi) the
        aggregate amount of any recoveries on previously foreclosed loans from the
        Seller due to a breach of representation or warranty;

       

      (xxii) if
        applicable, material modifications, extensions or waivers to Mortgage Loan
        terms, fees, penalties or payments during the preceding calendar month or
        that
        have become material over time;

       

      (xxiii) updated
        pool composition data including the following with respect to each Loan Group:
        average loan balance, weighted average mortgage rate, weighted average
        loan-to-value ratio at origination, weighted average FICO at origination
        weighted average remaining term; and [NOTE - Item 1121(a)(8) requires updated
        pool composition information, the foregoing is a suggestion of what to
        provide]

       

      (xxiv) information
        about any additions of, substitutions for or removal of any Mortgage Loans
        from
        the Trust Fund, and any changes in the underwriting, acquisition or selection
        criteria as to any Mortgage Loans added to the Trust Fund;

       

      (xxv) the
        weighted average remaining term to maturity of the Mortgage Loans after giving
        effect to the amounts distributed on such Distribution Date; and

       

      (xxvi) the
        weighted average Mortgage Rates of the Mortgage Loans after giving effect
        to the
        amounts distributed on such Distribution Date.

       

      In
        the
        case of information furnished pursuant to subclauses (i) and (ii) above,
        the
        amounts shall also be expressed as a dollar amount per Single Certificate.
        Within a reasonable period of time after the end of each calendar year, the
        Trustee shall prepare and forward to each Person who at any time during the
        calendar year was a Holder of a Certificate, a statement containing the
        information set forth in subclauses (i) and (ii) above, aggregated for such
        calendar year or applicable portion thereof during which such Person was
        a
        Certificateholder. Such obligation of the Trustee shall be deemed to have
        been
        satisfied to the extent that substantially comparable information shall be
        provided by the Trustee pursuant to any requirements of the Code and regulations
        thereunder as from time to time are in force.

       

      SECTION
        4.03. Remittance
        Reports; Advances by the Master Servicer.

       

      (a) By
        11:00
        A.M. New York time the Business Day following each Determination Date, the
        Master Servicer shall deliver to the Trustee a report, prepared as of the
        close
        of business on the Determination Date (the “Determination Date Report”), by
        telecopy or in a mutually agreeable electronic format. The Determination
        Date
        Report and any written information supplemental thereto shall include such
        information with respect to the Mortgage Loans that is reasonably available
        to
        the Master Servicer and that is required by the Trustee for purposes of making
        the calculations referred to in the following paragraph, as set forth in
        written
        specifications or guidelines issued by the Trustee from time to time. Not
        later
        than 2:00 P.M. New York time on the Certificate Account Deposit Date, the
        Trustee shall furnish by telecopy to the Master Servicer a statement (the
        information in such statement to be made available to Certificateholders
        or the
        Depositor by the Master Servicer on request) setting forth (i) the Available
        Distribution Amount, (ii) the amounts required to be withdrawn from the
        Custodial Account and deposited into the Certificate Account on the immediately
        succeeding Certificate Account Deposit Date pursuant to clause (iii) of Section
        4.01 (a); and (iii) such other information with respect to the Mortgage Loans
        as
        the Trustee may reasonably require to perform the calculations necessary
        to make
        the distributions contemplated by Section 4.01 and to prepare the statements
        to
        Certificateholders contemplated by Section 4.02. The determination by the
        Trustee of such amounts shall, in the absence of obvious error, be presumptively
        deemed to be correct for all purposes hereunder.

       


      
        
          
          

        

        
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      (b) Not
        later
        than 2:00 P.M. New York time on the Certificate Account Deposit Date, the
        Trustee shall notify the Master Servicer of the aggregate amount of Advances
        required to be made for the related Distribution Date, which shall be the
        aggregate amount of Monthly Payments (with each interest portion thereof
        adjusted to be net of the related Servicing Fee Rate), less the amount of
        any
        related Debt Service Reductions or reductions in the amount of interest
        collectable from the Mortgagor pursuant to the Relief Act, on the Outstanding
        Mortgage Loans as of the related Due Date, which Monthly Payments were
        delinquent as of the close of business as of the related Determination Date,
        provided that following the reduction of the Certificate Principal Balances
        of
        the Class B Certificates to zero no Advance shall be made if it would be
        a
        Nonrecoverable Advance. On or before 3:00 P.M. New York time on each Certificate
        Account Deposit Date, the Master Servicer shall either (i) deposit in the
        Certificate Account from its own funds, or funds received therefor from the
        Sub-Servicers, an amount equal to the Advances to be made by the Master Servicer
        in respect of the related Distribution Date, (ii) withdraw from amounts on
        deposit in the Custodial Account and deposit in the Certificate Account all
        or a
        portion of the amounts held for future distribution in discharge of any such
        Advance, or (iii) make advances in the form of any combination of (i) and
        (ii)
        aggregating the amount of such Advance. Any portion of the amounts held for
        future distribution so used shall be replaced by the Master Servicer by deposit
        in the Custodial Account on or before 12: 00 P.M. New York time on any future
        Certificate Account Deposit Date to the extent that funds attributable to
        the
        Mortgage Loans that are available in the Custodial Account for deposit in
        the
        Certificate Account on such Certificate Account Deposit Date shall be less
        than
        payments to Certificateholders required to be made on the following Distribution
        Date. The amount of any reimbursement pursuant to Section 4.01(b)(iii) in
        respect of outstanding Advances on any Distribution Date shall be allocated
        to
        specific Monthly Payments due but delinquent for previous Due Periods, which
        allocation shall be made, to the extent practicable, to Monthly Payments
        which
        have been delinquent for the longest period of time. Such allocations shall
        be
        conclusive for purposes of reimbursement to the Master Servicer from recoveries
        on the Mortgage Loans pursuant to Section 3.11. The determination by the
        Master
        Servicer that it has made a Nonrecoverable Advance or that any proposed Advance,
        if made, would constitute a Nonrecoverable Advance, shall be evidenced by
        a
        certificate of a Servicing Officer delivered to the Seller and the Trustee.
        The
        Trustee shall deposit all funds it receives pursuant to this Section 4.03
        into
        the Certificate Account.

       

      (c) In
        the
        event that the Master Servicer determines on the Certificate Account Deposit
        Date that it will be unable to deposit in the Certificate Account an amount
        equal to the Advance required to be made for the immediately succeeding
        Distribution Date in the amount determined by the Trustee pursuant to paragraph
        (b) above, it shall give notice to the Trustee of its inability to advance
        (such
        notice may be given by telecopy), not later than 3:00 P.M., New York time,
        on
        such Business Day, specifying the portion of such amount that it will be
        unable
        to deposit. If the Master Servicer shall have determined that it is not
        obligated to make the entire Advance because all or a lesser portion of such
        Advance would not be recoverable from Insurance Proceeds, Liquidation Proceeds
        or otherwise, the Master Servicer shall promptly deliver to the Trustee for
        the
        benefit of the Certificateholders an Officer’s Certificate setting forth the
        reasons for the Master Servicer’s determination. Not later than 5:00 P.M., New
        York time, on the Certificate Account Deposit Date, unless by such time the
        Master Servicer shall have directly or indirectly deposited in the Certificate
        Account the entire amount of the Advances required to be made for the related
        Distribution Date, pursuant to Section 7.01, the Trustee shall (a) terminate
        all
        of the rights and obligations of the Master Servicer under this Agreement
        in
        accordance with Section 7.01 and (b) assume the rights and obligations of
        the
        Master Servicer hereunder, including the obligation to deposit in the
        Certificate Account an amount equal to the Advance for the immediately
        succeeding Distribution Date.

       


      
        
          
          

        

        
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      SECTION
        4.04. Allocation
        of Realized Losses.

       

      Prior
        to
        each Distribution Date, the Master Servicer shall determine the total amount
        of
        Realized Losses, if any, that resulted from any Cash Liquidation, Debt Service
        Reduction, Deficient Valuation or REO Disposition that occurred during the
        related Prepayment Period. The amount of each Realized Loss shall be evidenced
        by an Officers’ Certificate by the Master Servicer. Realized Losses shall be
        allocated among the various Classes of Certificates as determined by the
        Trustee
        in accordance with the following provisions. All Realized Losses, other than
        Excess Special Hazard Losses, Excess Bankruptcy Losses, Excess Fraud Losses
        or
        Extraordinary Losses shall be allocated as follows: first, to the Class B
        Certificates until the Certificate Principal Balance thereof has been reduced
        to
        zero; and second, among all the Class A Certificates as described below.
        Any
        Excess Special Hazard Losses, Excess Bankruptcy Losses, Excess Fraud Losses
        and
        Extraordinary Losses on Mortgage Loans will be allocated among the Class
        A and
        Class B Certificates on a pro rata basis, as described below. As used herein,
        an
        allocation of a Realized Loss on a “pro rata basis” among two or more specified
        Classes of Certificates means an allocation on a pro rata basis, without
        priority among the various Classes so specified, to each such Class of
        Certificates on the basis of the then outstanding Certificate Principal Balances
        thereof in the case of the principal portion of a Realized Loss or based
        on the
        Accrued Certificate Interest thereon in the case of an interest portion of
        a
        Realized Loss. Allocations of Realized Losses which are Default Losses to
        the
        Class A Certificates will be made on a pro rata basis, based on their then
        outstanding Certificate Principal Balances, or the Accrued Certificate Interest
        thereon, as applicable, between the Class A- 1, Class A-5 and Class A-6
        Certificates, on the one hand, and the Class A-2, Class A-3, Class A-4 and
        Variable Strip Certificates, on the other. Any such Realized Losses so allocated
        to the Class A-1, Class A-5 and Class A-6 Certificates will be allocated
        first
        to the Class A-6 Certificates until the Certificate Principal Balance thereof
        or
        the Accrued Certificate Interest thereon, as appropriate, is reduced to zero
        and
        then to the Class A-1 and Class A-5 Certificates on a pro rata basis. Any
        allocation of the principal portion of Realized Losses (other than Debt Service
        Reductions) to a Class A Certificate shall be made by reducing the Certificate
        Principal Balance thereof by the amount so allocated, which allocation shall
        be
        deemed to have occurred at the close of business on such Distribution Date.
        Any
        allocation of the principal portion of Realized Losses (other than Debt Service
        Reductions) to the Class B Certificates, shall be made by operation of the
        definition of “Certificate Principal Balance” and by operation of the provisions
        of Section 4.01(b). Allocations of the interest portions of Realized Losses
        shall be made by operation of the definition of “Accrued Certificate Interest”
and by operation of the provisions of Section 4.01(b) or 4.01(d), as applicable.
        Allocations of the principal portion of Debt Service Reductions shall be
        made by
        operation of the provisions of Section 4.01(b) or 4.01(d), as applicable.
        All
        Realized Losses and all other losses allocated to a Class of Certificates
        under
        this Section 4.04 will be allocated among the Certificates of such Class
        in
        proportion to the Percentage Interests evidenced thereby.

       


      
        
          
          

        

        
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      SECTION
        4.05. Information
        Reports to be Filed by the Master Servicer.

       

      The
        Master Servicer or the Sub-Servicers shall file the information returns with
        respect to the receipt of mortgage interest received in a trade or business,
        reports of foreclosures and abandonments of any Mortgaged Property and the
        information returns relating to cancellation of indebtedness income with
        respect
        to any Mortgaged Property required by Sections 6050H, 6050J and 6050P of
        the
        Code, respectively, and deliver to the Trustee an Officers’ Certificate stating
        that such reports have been filed. Such reports shall be in form and substance
        sufficient to meet the reporting requirements imposed by such Sections 6050H,
        6050J and 6050P of the Code.

       

      SECTION
        4.06. Compliance
        with Withholding Requirements.

       

      Notwithstanding
        any other provision of this Agreement, the Trustee shall comply with all
        federal
        withholding requirements respecting payments to Certificateholders of interest
        or original issue discount on the Mortgage Loans, and payments of interest
        or
        discount on amounts invested by the Trustee as agent for Certificateholders
        pursuant to an election made under Section 4.01 hereof, that the Trustee
        reasonably believes are applicable under the Code. The consent of
        Certificateholders shall not be required for such withholding. In the event
        the
        Trustee withholds any amount from interest or original issue discount payments
        or advances thereof to any Certificateholder pursuant to federal withholding
        requirements, the Trustee shall, together with its monthly report to such
        Certificateholders pursuant to Section 4.02 hereof, indicate such amount
        withheld.


      
        
          
          

        

        
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      ARTICLE
        V

       

      THE
        CERTIFICATES

       

      SECTION
        5.01. The
        Certificates.

       

      The
        Certificates will be substantially in the respective forms annexed hereto
        as
        Exhibits A-1, A-2 and B. The Certificates will be issuable in registered
        form
        only. The Class A Certificates, other than the Class A-5 and Class A-7
        Certificates, shall be issuable in minimum dollar denominations of $1,000
        and
        integral multiples of $1 in excess thereof, except that one Certificate of
        each
        Class of Class A Certificates may be issued in an amount such that the
        denomination of such Certificate and the aggregate denomination of all other
        outstanding Certificates of such Class together equal the aggregate Certificate
        Principal Balance of such Class. The Class B Certificates shall be issuable
        in
        minimum dollar denominations of $25,000 and integral multiples of $1 in excess
        thereof, except that one Certificate of such Class may be issued in an amount
        such that the denomination of such Certificate and the aggregate denomination
        of
        all other outstanding Certificates of such Class together equal the aggregate
        Certificate Principal Balance of such Class. The Class A-5 and Class A-7
        Certificates shall be issuable in minimum Notional Amounts of $1,000 and
        integral multiples of $1 in excess thereof, except that one Certificate of
        each
        such Class may be issued in an amount such that the denomination of such
        Certificate and the aggregate denomination of all other outstanding Certificates
        of such Class together equal the aggregate Notional Amount of such Class.
        The
        Class R Certificates will each be issuable in minimum denominations of any
        Percentage Interest representing 20% and integral multiples of 0.01% in excess
        thereof, provided, however, that one Class R Certificate may be issued to
        the
“tax matters person” pursuant to Article X, in a minimum denomination
        representing a Percentage Interest of not less than 0.01%.

       

      Upon
        original issue, the Certificates shall, upon the written request of the
        Depositor executed by an officer of the Depositor, be executed and delivered
        by
        the Trustee, authenticated by the Trustee and delivered to or upon the order
        of
        the Depositor upon receipt by the Trustee of the documents specified in Section
        2.01. The Certificates shall be executed by manual or facsimile signature
        on
        behalf of the Trustee in its capacity as trustee hereunder by a Responsible
        Officer. Certificates bearing the manual or facsimile signatures of individuals
        who were at any time the proper officers of the Trustee shall bind the Trustee,
        notwithstanding that such individuals or any of them have ceased to hold
        such
        offices prior to the authentication and delivery of such Certificates or
        did not
        hold such offices at the date of such Certificates. No Certificate shall
        be
        entitled to any benefit under this Agreement, or be valid for any purpose,
        unless there appears on such Certificate a certificate of authentication
        substantially in the form provided for herein executed by the Trustee by
        manual
        signature, and such certificate upon any Certificate shall be conclusive
        evidence, and the only evidence, that such Certificate has been duly
        authenticated and delivered hereunder. All Certificates issued on the Closing
        Date shall be dated the Closing Date and any Certificates delivered thereafter
        shall be dated the date of their authentication.

       


      
        
          
          

        

        
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      SECTION
        5.02. Registration
        of Transfer and Exchange of Certificates.

       

      The
        Trustee shall maintain a Certificate Register in which, subject to such
        reasonable regulations as it may prescribe, the Trustee shall provide for
        the
        registration of Certificates and of transfers and exchanges of Certificates
        as
        herein provided.

       

      No
        transfer, sale, pledge or other disposition of a Class B or a Class R
        Certificate shall be made unless such transfer, sale, pledge or other
        disposition is exempt from the registration requirements of the Securities
        Act
        of 1933, as amended (the “Act”), and any applicable state securities laws or is
        made in accordance with said Act and laws. In the event that a transfer of
        a
        Class B or Class R Certificate is to be made (i) the Depositor may direct
        the
        Trustee to require a written Opinion of Counsel acceptable to and in form
        and
        substance satisfactory to the Trustee and the Depositor that such transfer
        shall
        be made pursuant to an exemption, describing the applicable exemption and
        the
        basis therefor, from said Act and laws or is being made pursuant to said
        Act and
        laws, which Opinion of Counsel shall not be an expense of the Trustee, the
        Depositor or the Master Servicer, provided that such Opinion of Counsel will
        not
        be required in connection with the initial transfer of any such Certificate
        by
        the Depositor or any affiliate thereof, to a non-affiliate of the Depositor
        and
        (ii) the Trustee shall require the transferee to execute a representation
        letter, substantially in the form of Exhibit G-1 hereto, and the Trustee
        shall
        require the transferor to execute a representation letter, substantially
        in the
        form of Exhibit G-2 hereto, each acceptable to and in form and substance
        satisfactory to the Depositor and the Trustee certifying to the Depositor
        and
        the Trustee the facts surrounding such transfer, which representation letters
        shall not be an expense of the Trustee, the Depositor or the Master Servicer.
        Any such Certificateholder desiring to effect such transfer shall, and does
        hereby agree to, indemnify the Trustee, the Depositor and the Master Servicer
        against any liability that may result if the transfer is not so exempt or
        is not
        made in accordance with such applicable federal and state laws.

       

      The
        Trustee shall require a written Opinion of Counsel from a prospective transferee
        prior to the transfer of any Class B or Class R Certificate to any employee
        benefit plan or other retirement arrangement, including individual retirement
        accounts and Keogh plans, that is subject to Section 406 of the Employee
        Retirement Income Security Act of 1974, as amended (“ERISA”) or Section 4975 of
        the Code (any of the foregoing, a “Plan”), to a trustee or other Person acting
        on behalf of any Plan, or to any other person who is using “plan assets” of any
        Plan to effect such acquisition (including any insurance company using funds
        in
        its general or separate accounts that may constitute “plan assets”). Such
        Opinion of Counsel must establish to the satisfaction of the Depositor and
        the
        Trustee or the Certificate Registrar that such disposition will not violate
        the
        prohibited transaction provisions of Section 406 of ERISA and Section 4975
        of
        the Code. Neither the Depositor, the Master Servicer nor the Trustee will
        be
        required to obtain such Opinion of Counsel on behalf of any prospective
        transferee. In the case of any transfer of the foregoing Certificates to
        an
        insurance company, in lieu of such Opinion of Counsel, the Trustee shall
        require
        a certification in the form of Exhibit G-5 hereto substantially to the effect
        that all funds used by such transferee to purchase such Certificates will
        be
        funds held by it in its general account which it reasonably believes do not
        constitute “plan assets” of any Plan (as defined above). The permission of any
        transfer in violation of the restriction on transfer set forth in this paragraph
        shall not constitute a default or an Event of Default.

       


      
        
          
          

        

        
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      (i) Each
        Person who has or who acquires any Ownership Interest in a Class R Certificate
        shall be deemed by the acceptance or acquisition of such Ownership Interest
        to
        have agreed to be bound by the following provisions and to have irrevocably
        authorized the Trustee or its designee under clause (iii)(A) below to deliver
        payments to a Person other than such Person and to negotiate the terms of
        any
        mandatory sale under clause (iii)(B) below and to execute all instruments
        of
        transfer and to do all other things necessary in connection with any such
        sale.
        The rights of each Person acquiring any Ownership Interest in a Class R
        Certificate are expressly subject to the following provisions:

       

      (A) Each
        Person holding or acquiring any Ownership Interest in a Class R Certificate
        shall be a Permitted Transferee and shall promptly notify the Trustee of
        any
        change or impending change in its status as a Permitted Transferee.

       

      (B) In
        connection with any proposed transfer of any Ownership Interest in a Class
        R
        Certificate, the Trustee shall require delivery to it, and shall not register
        the transfer of any Class R Certificate until its receipt of (I) an affidavit
        and agreement (a “Transfer Affidavit and Agreement” in the form attached hereto
        as Exhibit G-3) from the proposed Transferee, in form and substance satisfactory
        to the Master Servicer and the Trustee representing and warranting, among
        other
        things, that it is a Permitted Transferee, that it is not acquiring its
        Ownership Interest in the Class R Certificate that is the subject of the
        proposed Transfer as a nominee, trustee or agent for any Person who is not
        a
        Permitted Transferee, that for so long as it retains its Ownership Interest
        in a
        Class R Certificate, it will endeavor to remain a Permitted Transferee, and
        that
        it has reviewed the provisions of this Section 5.02 and agrees to be bound
        by
        them, and (II) a certificate, in the form attached hereto as Exhibit G-4,
        from
        the Holder wishing to transfer the Class R Certificate, in form and substance
        satisfactory to the Master Servicer and the Trustee representing and warranting,
        among other things, that no purpose of the proposed Transfer is to impede
        the
        assessment or collection of tax.

       

      (C) Notwithstanding
        the delivery of a Transfer Affidavit and Agreement by a proposed Transferee
        under clause (B) above, if a Responsible Officer of the Trustee assigned
        to this
        transaction has actual knowledge that the proposed Transferee is not a Permitted
        Transferee, no Transfer of an Ownership Interest in a Class R Certificate
        to
        such proposed Transferee shall be effected.

       

      (D) Each
        Person holding or acquiring any Ownership Interest in a Class R Certificate
        shall agree (x) to require a Transfer Affidavit and Agreement from any other
        Person to whom such Person attempts to transfer its Ownership Interest in
        a
        Class R Certificate and (y) not to transfer its Ownership Interest unless
        it
        provides a certificate to the Trustee in the form attached hereto as Exhibit
        G-4.

       

      (E) Each
        Person holding or acquiring an Ownership Interest in a Class R Certificate,
        by
        purchasing an Ownership Interest in such Certificate, agrees to give the
        Trustee
        written notice that it is a “pass- through interest holder” within the meaning
        of Temporary Treasury Regulations Section 1.67-3T(a)(2)(i)(A) immediately
        upon
        acquiring an Ownership Interest in a Class R Certificate, if it is “a
        pass-through interest holder”, or is holding an Ownership Interest in a Class R
        Certificate on behalf of a “pass-through interest holder.”

       


      
        
          
          

        

        
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      (ii) The
        Trustee will register the Transfer of any Class R Certificate only if it
        shall
        have received the Transfer Affidavit and Agreement in the form attached hereto
        as Exhibit G-3, a certificate of the holder requesting such transfer in the
        form
        attached hereto as Exhibit G-4 and all of such other documents as shall have
        been reasonably required by the Trustee as a condition to such registration.
        Transfers of the Class R Certificates to Non-United States Persons and
        Disqualified Organizations are prohibited.

       

      (iii) 
        (a) if
        any Disqualified Organization shall become a holder of a Class R Certificate,
        then the last preceding Permitted Transferee shall be restored, to the extent
        permitted by law, to all rights and obligations as holder thereof retroactive
        to
        the date of registration of such Transfer of such Class R Certificate. If
        a
        Non-United States Person shall become a holder of a Class R Certificate,
        then
        the last preceding United States Person shall be restored, to the extent
        permitted by law, to all rights and obligations as holder thereof retroactive
        to
        the date of registration of such Transfer of such Class R Certificate. If
        a
        transfer of a Class R Certificate is disregarded pursuant to the provisions
        of
        Treasury Regulations Section 1.860E-1 or Section 1.86OG-3, then the last
        preceding Permitted Transferee shall be restored, to the extent permitted
        by
        law, to all rights and obligations as holder thereof retroactive to the date
        of
        registration of such Transfer of such Class R Certificate. The Trustee shall
        be
        under no liability to any Person for any registration of Transfer of a Class
        R
        Certificate that is in fact not permitted by this Section 5.02 or for making
        any
        payments due on such Certificate to the holder thereof or for taking any
        other
        action with respect to such holder under the provisions of this
        Agreement.

       

      (b) If
        any
        purported Transferee shall become a holder of a Class R Certificate in violation
        of the restrictions in this Section 5.02 and to the extent that the retroactive
        restoration of the rights of the holder of such Class R Certificate as described
        in clause (iii)(a) above shall be invalid, illegal or unenforceable, then
        the
        Trustee shall have the right, without notice to the holder or any prior holder
        of such Class R Certificate, to sell such Class R Certificate to a purchaser
        selected by the Trustee on such terms as the Trustee may choose. Such purported
        Transferee shall promptly endorse and deliver each Class R Certificate in
        accordance with the instructions of the Trustee. Such purchaser may be the
        Trustee itself. The proceeds of such sale, net of the commissions (which
        may
        include commissions payable to the Trustee), expenses and taxes due, if any,
        will be remitted by the Trustee to such purported Transferee. The terms and
        conditions of any sale under this clause (iii)(b) shall be determined in
        the
        sole discretion of the Trustee, and the Trustee shall not be liable to any
        Person having an Ownership Interest in a Class R Certificate as a result
        of its
        exercise of such discretion.

       

      (iv) The
        Trustee shall make available to the Internal Revenue Service and those Persons
        specified by the REMIC Provisions, all information necessary to compute any
        tax
        imposed (A) as a result of the transfer of an ownership interest in a Class
        R
        Certificate to any Person who is a Disqualified Organization, including the
        information regarding “excess inclusions” of such Class R Certificates required
        to be provided to the Internal Revenue Service and certain Persons as described
        in Treasury Regulations Sections 1.86OD-l(b)(5) and 1.860E 2(a)(5), and (B)
        as a
        result of any regulated investment company, real estate investment trust,
        common
        trust fund, partnership, trust, estate or organization described in Section
        1381
        of the Code that holds an Ownership Interest in a Class R Certificate having
        as
        among its record holders at any time any Person who is a Disqualified
        Organization. The Trustee may charge and shall be entitled to reasonable
        compensation for providing such information as may be required from those
        Persons which may have had a tax imposed upon them as specified in clauses
        (A)
        and (B) of this paragraph for providing such information.

       


      
        
          
          

        

        
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      Subject
        to the preceding paragraphs, upon surrender for registration of transfer
        of any
        Certificate at the office of the Trustee maintained for such purpose, the
        Trustee shall execute and the Trustee or the Authenticating Agent shall
        authenticate and deliver, in the name of the designated transferee or
        transferees, one or more new Certificates of the same Class of a like aggregate
        initial Certificate Principal Balance. Every Certificate surrendered for
        transfer shall be accompanied by notification of the account of the designated
        transferee or transferees for the purpose of receiving distributions pursuant
        to
        Section 4.01 by wire transfer, if any such transferee desires and is eligible
        for distribution by wire transfer.

       

      At
        the
        option of the Certificateholders, Certificates may be exchanged for other
        Certificates of authorized denominations of the same Class of a like aggregate
        initial Certificate Principal Balance, upon surrender of the Certificates
        to be
        exchanged at the office of the Certificate Registrar. Whenever any Certificates
        are so surrendered for exchange the Trustee shall execute, authenticate and
        deliver the Certificates which the Certificateholder making the exchange
        is
        entitled to receive. Every Certificate presented or surrendered for transfer
        or
        exchange shall (if so required by the Trustee or the Certificate Registrar)
        be
        duly endorsed by, or be accompanied by a written instrument of transfer in
        the
        form satisfactory to the Trustee or the Certificate Registrar duly executed
        by,
        the Holder thereof or his attorney duly authorized in writing.

       

      No
        service charge shall be made to the Certificateholders for any transfer or
        exchange of Certificates, but the Trustee may require payment of a sum
        sufficient to cover any tax or governmental charge that may be imposed in
        connection with any transfer or exchange of Certificates.

       

      All
        Certificates surrendered for transfer and exchange shall be canceled and
        retained by the Trustee in accordance with the Trustee’s standard
        procedures.

       

      SECTION
        5.03. Mutilated,
        Destroyed, Lost or Stolen Certificates.

       

      If
        (i)
        any mutilated Certificate is surrendered to the Trustee and the Trustee receives
        evidence to its satisfaction of the destruction, loss or theft of any
        Certificate, and (ii) there is delivered to the Trustee such security or
        indemnity as may be required by it to save it harmless, then, in the absence
        of
        notice to the Trustee that such Certificate has been acquired by a bona fide
        purchaser, the Trustee shall execute, authenticate and deliver, in exchange
        for
        or in lieu of any such mutilated, destroyed, lost or stolen Certificate,
        a new
        Certificate of the same Class and initial Certificate Principal Balance.
        Upon
        the issuance of any new Certificate under this Section, the Trustee may require
        the payment of a sum sufficient to cover any tax or other governmental charge
        that may be imposed in relation thereto and any other expenses (including
        the
        fees and expenses of the Trustee) connected therewith. Any replacement
        Certificate issued pursuant to this Section shall constitute complete and
        indefeasible evidence of ownership in the Trust Fund, as if originally issued,
        whether or not the lost, stolen or destroyed Certificate shall be found at
        any
        time.

       


      
        
          
          

        

        
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      SECTION
        5.04. Persons
        Deemed Owners.

       

      The
        Depositor, the Master Servicer, the Trustee and any agent of any of them
        may
        treat the person in whose name any Certificate is registered as the owner
        of
        such Certificate for the purpose of receiving distributions pursuant to Section
        4.01 and for all other purposes whatsoever, and neither the Depositor, the
        Master Servicer, the Trustee nor any agent of any of them shall be affected
        by
        notice to the contrary.


      
        
          
          

        

        
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      ARTICLE
        VI

       

      THE
        DEPOSITOR AND THE MASTER SERVICER

       

      SECTION
        6.01. Liability
        of the Depositor and the Master Servicer.

       

      The
        Depositor and the Master Servicer each shall be liable in accordance herewith
        only to the extent of the obligations specifically imposed upon and undertaken
        by the Depositor and the Master Servicer herein.

       

      SECTION
        6.02. Merger,
        Consolidation or Conversion of the Depositor or the Master
        Servicer.

       

      The
        Depositor and the Master Servicer each will keep in full effect its existence,
        rights and franchises as an limited liability company and corporation,
        respectively, under the laws of the state of its formation or incorporation,
        as
        the case may be, and each will obtain and 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, the Certificates or any of the Mortgage
        Loans
        and to perform its respective duties under this Agreement; and provided further
        that the Rating Agencies’ ratings of the Class A Certificates immediately prior
        to such merger or consolidation will not be qualified, reduced or withdrawn
        as a
        result thereof (as evidenced by a letter to such effect from the Rating
        Agencies).

       

      Any
        Person into which the Depositor or the Master Servicer may be merged,
        consolidated or converted, or any corporation resulting from any merger or
        consolidation to which the Depositor or the Master Servicer shall be a party,
        or
        any Person succeeding to the business of the Depositor or the Master Servicer,
        shall be the successor of the Depositor or the Master Servicer, as the case
        may
        be, hereunder, without the execution or filing of any paper or any further
        act
        on the part of any of the parties hereto, anything herein to the contrary
        notwithstanding; provided, however, that the successor or surviving Person
        to
        the Master Servicer shall be qualified to sell mortgage loans to and service
        mortgage loans for Fannie Mae or Freddie Mac.

       

      SECTION
        6.03. Limitation
        on Liability of the Depositor, the Master Servicer and Others.

       

      Neither
        the Depositor, the Master Servicer nor any of the directors, officers, employees
        or agents of the Depositor or the Master Servicer shall be under any liability
        to the Trust Fund or the Certificateholders for any action taken or for
        refraining from the taking of any action in good faith pursuant to this
        Agreement, or for errors in judgment; provided, however, that this provision
        shall not protect the Depositor or the Master Servicer (but this provision
        shall
        protect the above described persons) against any breach of warranties or
        representations made herein, or against any specific liability imposed on
        the
        Master Servicer pursuant to Section 3.01 or any other Section hereof; and
        provided further that this provision shall not protect the Depositor, the
        Master
        Servicer or any such person, against any liability which would otherwise
        be
        imposed by reason of willful misfeasance, bad faith or gross negligence in
        the
        performance of duties or by reason of reckless disregard of obligations and
        duties hereunder. The Depositor, the Master Servicer and any director, officer,
        employee or agent of the Depositor or the Master Servicer may rely in good
        faith
        on any document of any kind prima facie properly executed and submitted by
        any
        Person respecting any matters arising hereunder. The Depositor, the Master
        Servicer and any director, officer, employee or agent of the Depositor or
        the
        Master Servicer shall be indemnified and held harmless by the Trust Fund
        against
        any loss, liability or expense incurred in connection with any legal action
        relating to this Agreement or the Certificates, other than any loss, liability
        or expense related to Master Servicer’s servicing obligations with respect to
        any specific Mortgage Loan or Mortgage Loans (except as any such loss, liability
        or expense shall be otherwise reimbursable pursuant to this Agreement) or
        related to the Master Servicer’s obligations under Section 3.01, or any loss,
        liability or expense incurred by reason of willful misfeasance, bad faith
        or
        gross negligence in the performance of duties hereunder or by reason of reckless
        disregard of obligations and duties hereunder.

       


      
        
          
          

        

        
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      Neither
        the Depositor nor the Master Servicer shall be under any obligation to appear
        in, prosecute or defend any legal action which is not incidental to its
        respective duties under this Agreement and which in its opinion may involve
        it
        in any expense or liability; provided, however, that the Depositor or the
        Master
        Servicer may in its sole discretion undertake any such action which it may
        deem
        necessary or desirable with respect to this Agreement and the rights and
        duties
        of the parties hereto and the interests of the Certificateholders hereunder.
        In
        such event, the legal expenses and costs of such action and any liability
        resulting therefrom (except any action or liability related to the Master
        Servicer’s obligations under Section 3.01) shall be expenses, costs and
        liabilities of the Trust Fund, and the Depositor and the Master Servicer
        shall
        be entitled to be reimbursed therefor from the Certificate Account as provided
        in Section 3.11, any such right of reimbursement being prior to the rights
        of
        Certificateholders to receive any amount in the Certificate
        Account.

       

      SECTION
        6.04. Limitation
        on Resignation of the Master Servicer.

       

      The
        Master Servicer shall not resign from the obligations and duties hereby imposed
        on it except (a) upon appointment of a successor servicer reasonably acceptable
        to the Trustee and upon receipt by the Trustee of a letter from each Rating
        Agency that such a resignation and appointment will not, in and of itself,
        result in a downgrading of the Certificates or (b) upon determination that
        its
        duties hereunder are no longer permissible under applicable law (any such
        determination permitting the resignation of the Master Servicer to be evidenced
        by an Opinion of Counsel (at the expense of the resigning Master Servicer)
        to
        such effect delivered to the Trustee). No such resignation shall become
        effective until the Trustee or a successor servicer shall have assumed the
        Master Servicer’s responsibilities, duties, liabilities and obligations
        hereunder.


      
        
          
          

        

        
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      ARTICLE
        VII

       

      DEFAULT

       

      SECTION
        7.01. Events
        of
        Default.

       

      “Event
        of
        Default”, wherever used herein, means any one of the following
        events:

       

      (i) any
        failure by the Master Servicer to remit to the Trustee for distribution to
        the
        Certificateholders any payment (other than an Advance) required to be made
        under
        the terms of the Certificates or this Agreement which continues unremedied
        for a
        period of one day after the date upon which written notice of such failure,
        requiring the same to be remedied, shall have been given to the Master Servicer
        by the Depositor (with a copy to the Trustee) or the Trustee, or to the Master
        Servicer, the Depositor and the Trustee by the Holders of Certificates entitled
        to at least 25% of the Voting Rights; or

       

      (ii) any
        failure on the part of the Master Servicer duly to observe or perform in
        any
        material respect any other of the covenants or agreements on the part of
        the
        Master Servicer contained in the Certificates or in this Agreement (including
        any breach of the Master Servicer’s representations and warranties pursuant to
        Section 2.03(a) which materially and adversely affects the interests of the
        Certificateholders) which 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 given to the Master Servicer by the Depositor (with a copy
        to
        the Trustee) or the Trustee, or to the Master Servicer, the Depositor and
        the
        Trustee by the Holders of Certificates entitled to at least 25% of the Voting
        Rights; or

       

      (iii) a
        decree
        or order of a court or agency or supervisory authority having jurisdiction
        in an
        involuntary case under any present or future federal or state bankruptcy,
        insolvency or similar law or the appointment of a conservator or receiver
        or
        liquidator in any insolvency, readjustment of debt, marshaling of assets
        and
        liabilities or similar proceedings, or for the winding-up or liquidation
        of its
        affairs, shall have been entered against the Master Servicer and such decree
        or
        order shall have remained in force undischarged or unstayed for a period
        of 60
        consecutive days; or

       

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

       

      (v) the
        Master Servicer shall admit in writing its inability to pay its debts generally
        as they become due, file a petition to take advantage of or otherwise
        voluntarily commence a case or proceeding under any applicable bankruptcy,
        insolvency, reorganization or other similar statute, make an assignment for
        the
        benefit of its creditors, or voluntarily suspend payment of its obligations;
        or

       


      
        
          
          

        

        
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      (vi) the
        Master Servicer shall fail to deposit in the Certificate Account on any
        Certificate Account Deposit Date an amount equal to any required
        Advance.

       

      If
        the
        Master Servicer shall fail to make any deposit in the Certificate Account
        as
        required by Section 4.01, the Trustee shall give the Master Servicer notice
        pursuant to clause (i) not later than the Business Day following the Certificate
        Account Deposit Date. If an Event of Default described in clauses (i) - (v)
        of
        this Section shall occur, then, and in each and every such case, so long
        as such
        Event of Default shall not have been remedied, the Depositor or the Trustee
        may,
        and at the direction of the Holders of Certificates entitled to at least
        51% of
        the Voting Rights, the Trustee shall, by notice to the Master Servicer (and
        to
        the Depositor if given by the Trustee or to the Trustee if given by the
        Depositor) terminate all of the rights and obligations of the Master Servicer
        under this Agreement and in and to the Trust Fund, other than its rights
        as a
        Certificateholder hereunder and the Depositor, terminate all of the rights
        and
        obligations of the Master Servicer under this Agreement and in and to the
        Trust
        Fund, other than its rights as a Certificateholder hereunder. If an Event
        of
        Default described in clause (vi) hereof shall occur, the Trustee shall, by
        notice to the Master Servicer and the Depositor, terminate all of the rights
        and
        obligations of the Master Servicer under this Agreement and in and to the
        Trust
        Fund, other than its rights as a Certificateholder hereunder. On or after
        the
        receipt by the Master Servicer of such notice, all authority and power of
        the
        Master Servicer under this Agreement, whether with respect to the Certificates
        (other than as a holder thereof) or the Mortgage Loans or other wise, shall
        pass
        to and be vested in the Trustee pursuant to and under this Section, and,
        without
        limitation, the Trustee is hereby authorized and empowered to execute and
        deliver, on behalf of the Master Servicer, as attorney-in-fact or otherwise,
        any
        and all documents and other instruments, and to 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. The Master Servicer
        agrees to cooperate with the Trustee in effecting the termination of the
        Master
        Servicer’s responsibilities and rights hereunder, including, without limitation,
        the transfer to the Trustee or its appointed agent for administration by
        it of
        all cash amounts which shall at the time be deposited by the Master Servicer
        or
        should have been deposited to the Custodial or the Certificate Account or
        thereafter be received with respect to the Mortgage Loans. The Trustee shall
        not
        be deemed to have breached any obligation hereunder as a result of a failure
        to
        make or delay in making any distribution as and when required hereunder caused
        by the failure of the Master Servicer to remit any amounts received on it
        or to
        deliver any documents held by it with respect to the Mortgage Loans. For
        purposes of this Section 7.01, the Trustee shall not be deemed to have knowledge
        of an Event of Default unless a Responsible Officer of the Trustee assigned
        to
        and working in the Trustee’s Corporate Trust Division has actual knowledge
        thereof or unless notice of any event which is in fact such an Event of Default
        is received by the Trustee and such notice references the Certificates, the
        Trust Fund or this Agreement.

       

      [Notwithstanding
        any termination of the activities of [Name of Master Servicer] in its capacity
        as Master Servicer hereunder, [Name of Master Servicer] shall be entitled
        to
        receive, out of any Late Collection of a Monthly Payment on a Mortgage Loan
        which was due prior to the notice terminating [Name of Master Servicer]’s rights
        and obligations as Master Servicer hereunder and received after such notice,
        that portion to which [Name of Master Servicer] would have been entitled
        pursuant to Sections 3.11 (ii), (iii), (iv), (v) and (viii) and Section 4.
        01
        (b)(iii) as well as the portion of its related Servicing Fee in respect thereof,
        and any other amounts payable to [Name of Master Servicer] hereunder the
        entitlement to which arose prior to the termination of its activities
        hereunder.]

       


      
        
          
          

        

        
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      SECTION
        7.02. Trustee
        to Act; Appointment of Successor.

       

      On
        and
        after the time the Master Servicer receives a notice of termination pursuant
        to
        Section 7.01, the Trustee or its appointed agent shall be the successor in
        all
        respects to the Master Servicer in its capacity as Master Servicer under
        this
        Agreement and the transactions set forth or provided for herein and shall
        be
        subject thereafter to all the responsibilities, duties and liabilities relating
        thereto placed on the Master Servicer including the obligation to make Advances
        which have been or will be required to be made (except for the responsibilities,
        duties and liabilities contained in Section 2.03 and its obligations to deposit
        amounts in respect of losses incurred prior to the date of succession pursuant
        to Section 3.12 and 4.01(e)) by the terms and provisions hereof; and provided
        further, that any failure to perform such duties or responsibilities caused
        by
        the Master Servicer’s failure to provide information required by Section 4.03
        shall not be considered a default by the Trustee hereunder. As compensation
        therefor, the Trustee shall be entitled to all funds relating to the Mortgage
        Loans which the Master Servicer would have been entitled to charge to the
        Custodial Account and the Certificate Account if the Master Servicer had
        continued to act hereunder. Notwithstanding the above, the Trustee may, if
        it
        shall be unwilling to so act, or shall, if it is unable to so act or if the
        Holders of Certificates entitled to at least 51% of the Voting Rights so
        request
        in writing to the Trustee, appoint, or petition a court of competent
        jurisdiction to appoint, any Fannie Mae or Freddie Mac approved mortgage
        servicing institution having a net worth of not less than $10,000,000 as
        the
        successor to the Master Servicer hereunder in the assumption of all or any
        part
        of the responsibilities, duties or liabilities of the Master Servicer hereunder.
        Pending appointment of a successor to the Master Servicer hereunder, the
        Trustee
        shall act in such capacity as herein above provided. In connection with such
        appointment and assumption, the Trustee may make such arrangements for the
        compensation of such successor out of payments on Mortgage Loans as it and
        such
        successor shall agree; provided, however, that no such compensation shall
        be in
        excess of that permitted the Master Servicer hereunder. The Trustee and such
        successor shall take such action, consistent with this Agreement, as shall
        be
        necessary to effectuate any such succession; provided, however, that such
        succession shall not reduce the ratings of the Certificates below the original
        ratings thereof.

       

      Any
        successor, including the Trustee, to the Master Servicer shall maintain in
        force
        during its term as master servicer hereunder the Insurance Policies and fidelity
        bonds to the same extent as the Master Servicer is so required pursuant to
        Sections 3.13 and 3.18.

       

      SECTION
        7.03. Notification
        to Certificateholders.

       

      (a) Upon
        any
        such termination or appointment of a successor to the Master Servicer, the
        Trustee shall give prompt notice thereof to Certificateholders.

       

      (b) Within
        60
        days after the occurrence of any Event of Default, the Trustee shall transmit
        by
        mail to all Holders of Certificates notice of each such Event of Default
        hereunder known to the Trustee, unless such Event of Default shall have been
        cured or waived.

       

      
        
          
          

        

        
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      SECTION
        7.04. Waiver
        of
        Events of Default.

       

      The
        Holders representing at least 66% of the Voting Rights of Certificates affected
        by a default or Event of Default hereunder, may waive such default or Event
        of
        Default (other than an Event of Default set forth in Section 7.01(vi); provided,
        however, that (a) a default or Event of Default under clause (i) of Section
        7.01
        may be waived only by all of the Holders of Certificates affected by such
        default or Event of Default and (b) no waiver pursuant to this Section 7.04
        shall affect the Holders of Certificates in the manner set forth in the second
        paragraph of Section 11.01 or materially adversely affect any non-consenting
        Certificateholder. Upon any such waiver of a default or Event of Default
        by the
        Holders representing the requisite percentage of Voting Rights of Certificates
        affected by such default or Event of Default, such default or Event of Default
        shall cease to exist and shall be deemed to have been remedied for every
        purpose
        hereunder. No such waiver shall extend to any subsequent or other default
        or
        Event of Default or impair any right consequent thereon except to the extent
        expressly so waived.


      
        
          
          

        

        
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      ARTICLE
        VIII

       

      CONCERNING
        THE TRUSTEE

       

      SECTION
        8.01. Duties
        of
        Trustee.

       

      The
        Trustee, prior to the occurrence of an Event of Default and after the curing
        of
        all Events of Default which may have occurred, undertakes to perform such
        duties
        and only such duties as are specifically set forth in this Agreement. If
        an
        Event of Default occurs and is continuing, the Trustee shall exercise such
        of
        the rights and powers vested in it by this Agreement, and use the same degree
        of
        care and skill in their exercise as a prudent man would exercise or use under
        the circumstances in the conduct of his own affairs. Any permissive right
        of the
        Trustee enumerated in this Agreement shall not be construed as a
        duty.

       

      The
        Trustee, upon receipt of all resolutions, certificates, statements, opinions,
        reports, documents, orders or other instruments furnished to the Trustee
        which
        are specifically required to be furnished pursuant to any provision of this
        Agreement, shall examine them to determine whether they conform to the
        requirements of this Agreement. If any such instrument is found not to conform
        to the requirements of this Agreement in a material manner, the Trustee shall
        take action as it deems appropriate to have the instrument
        corrected.

       

      The
        Trustee shall sign on behalf of the Trust Fund any tax return that the Trustee
        is required to sign pursuant to applicable federal, state or local tax
        laws.

       

      The
        Trustee covenants and agrees that it shall perform its obligations hereunder
        in
        a manner so as to maintain the status of the Trust Fund as a REMIC under
        the
        REMIC Provisions and to prevent the imposition of any federal, state or local
        income, prohibited transaction, contribution or other tax on the Trust Fund
        to
        the extent that maintaining such status and avoiding such taxes are reasonably
        within the control of the Trustee and are reasonably within the scope of
        its
        duties under this Agreement.

       

      No
        provision of this Agreement shall be construed to relieve the Trustee from
        liability for its own negligent action, its own negligent failure to act
        or its
        own misconduct; provided, however, that:

       

      (i) Prior
        to
        the occurrence of an Event of Default, and after the curing of all such Events
        of Default which may have occurred, the duties and obligations of the Trustee
        shall be determined solely by the express provisions of this Agreement, the
        Trustee shall not be liable except for the performance of such duties and
        obligations as are specifically set forth in this Agreement, no implied
        covenants or obligations shall be read into this Agreement against the Trustee
        and, in the absence of bad faith on the part of the Trustee, the Trustee
        may
        conclusively rely, as to the truth of the statements and the correctness
        of the
        opinions expressed therein, upon any certificates or opinions furnished to
        the
        Trustee and conforming to the requirements of this Agreement;

       


      
        
          
          

        

        
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      (ii) The
        Trustee shall not be personally liable for an error of judgment made in good
        faith by a Responsible Officer or Responsible Officers of the Trustee, unless
        it
        shall be proved that the Trustee was negligent in ascertaining the pertinent
        facts;

       

      (iii) The
        Trustee shall not be personally liable with respect to any action taken,
        suffered or omitted to be taken by it in good faith in accordance with the
        direction of Holders of Certificates entitled to at least 25% of the Voting
        Rights relating to the time, method and place of conducting any proceeding
        for
        any remedy available to the Trustee, or exercising any trust or power conferred
        upon the Trustee, under this Agreement.

       

      SECTION
        8.02. Certain
        Matters Affecting the Trustee.

       

      Except
        as
        otherwise provided in Section 8.01:

       

      (a) The
        Trustee may request and rely upon and shall be protected in acting or refraining
        from acting upon any resolution, Officers’ Certificate, certificate of auditors
        or any other certificate, statement, instrument, opinion, report, notice,
        request, consent, order, appraisal, bond or other paper or document reasonably
        believed by it to be genuine and to have been signed or presented by the
        proper
        party or parties;

       

      (b) The
        Trustee may consult with counsel and any Opinion of Counsel shall be full
        and
        complete authorization and protection in respect of any action taken or suffered
        or omitted by it hereunder in good faith and in accordance
        therewith;

       

      (c) The
        Trustee shall be under no obligation to exercise any of the trusts or powers
        vested in it by this Agreement or to make any investigation of matters arising
        hereunder or to institute, conduct or defend any litigation hereunder or
        in
        relation hereto at the request, order or direction of any of the
        Certificateholders, pursuant to the provisions of this Agreement, unless
        such
        Certificateholders shall have offered to the Trustee reasonable security
        or
        indemnity against the costs, expenses and liabilities which may be incurred
        therein or thereby; nothing contained herein shall, however, relieve the
        Trustee
        of the obligation, upon the occurrence of an Event of Default (which has
        not
        been cured), to exercise such of the rights and powers vested in it by this
        Agreement, and to use the same degree of care and skill in their exercise
        as a
        prudent man would exercise or use under the circumstances in the conduct
        of his
        own affairs;

       

      (d) The
        Trustee shall not be personally liable for any action taken, suffered or
        omitted
        by it in good faith and believed by it to be authorized or within the discretion
        or rights or powers conferred upon it by this Agreement;

       

      (e) Prior
        to
        the occurrence of an Event of Default hereunder and after the curing of all
        Events of Default which may have occurred, the Trustee shall not be bound
        to
        make any investigation into the facts or matters stated in any resolution,
        certificate, statement, instrument, opinion, report, notice, request, consent,
        order, approval, bond or other paper or document, unless requested in writing
        to
        do so by Holders of Certificates entitled to at least 25% of the Voting Rights;
        provided, however, that if the payment within a reasonable time to the Trustee
        of the costs, expenses or liabilities likely to be incurred by it in the
        making
        of such investigation is, in the opinion of the Trustee, not reasonably assured
        to the Trustee by the security afforded to it by the terms of this Agreement,
        the Trustee may require reasonable indemnity against such expense or liability
        as a condition to taking any such action. The reasonable expense of every
        such
        reasonable examination shall be paid by the Master Servicer or, if paid by
        the
        Trustee, shall be repaid by the Master Servicer upon demand; and

       


      
        
          
          

        

        
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      (f) The
        Trustee may execute any of the trusts or powers hereunder or perform any
        duties
        hereunder either directly or by or through agents or attorneys.

       

      SECTION
        8.03. Trustee
        Not Liable for Certificates or Mortgage Loans.

       

      The
        recitals contained herein and in the Certificates, other than the signature
        of
        the Trustee on the Certificates and the certificate of authentication, shall
        be
        taken as the statements of the Depositor or the Master Servicer, as the case
        may
        be, and the Trustee assumes no responsibility for their correctness. The
        Trustee
        makes no representations or warranties as to the validity or sufficiency
        of this
        Agreement or of the Certificates or of any Mortgage Loan or related document,
        other than the signature of the Trustee on the Certificates and the Certificate
        of Authentication. The Trustee shall not be accountable for the use or
        application by the Depositor or the Master Servicer of any of the Certificates
        or of the proceeds of such Certificates, or for the use or application of
        any
        funds paid to the Seller in respect of the Mortgage Loans or deposited in
        or
        withdrawn from the Custodial Account or the Certificate Account or any other
        account by or on behalf of the Depositor or the Master Servicer, other than
        any
        funds held by or on behalf of the Trustee in accordance with Section
        4.01.

       

      SECTION
        8.04. Trustee
        May Own Certificates.

       

      The
        Trustee in its individual or any other capacity may become the owner or pledgee
        of Certificates with the same rights it would have if it were not
        Trustee.

       

      SECTION
        8.05. Payment
        of Trustee’s Fees.

       

      The
        Trustee shall withdraw from the Certificate Account on each Distribution
        Date
        and pay to itself the Trustee’s Fee. Except as otherwise provided in this
        Agreement, the Trustee and any director, officer, employee or agent of the
        Trustee shall be indemnified by the Trust Fund and held harmless against
        any
        loss, liability or “unanticipated out-of-pocket” expense incurred or paid to
        third parties (which expenses shall not include salaries paid to employees,
        or
        allocable overhead, of the Trustee) in connection with the acceptance or
        administration of its trusts hereunder or the Certificates, other than any
        loss,
        liability or expense incurred by reason of willful misfeasance, bad faith
        or
        negligence in the performance of duties hereunder or by reason of reckless
        disregard of obligations and duties hereunder all such amounts shall be payable
        from funds in the Custodial Account as provided in Section 3.11. The provisions
        of this Section 8.05 shall survive the termination of this
        Agreement.

       

      The
        Master Servicer shall indemnify the Trustee and any director, officer, employee
        or agent of the Trustee against any loss, liability or expense that may be
        sustained in connection with this Agreement related to the willful misfeasance,
        bad faith or negligence in the performance of its duties hereunder.

       


      
        
          
          

        

        
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      SECTION
        8.06. Eligibility
        Requirements for Trustee.

       

      The
        Trustee hereunder shall at all times be a corporation or a national banking
        association organized and doing business under the laws of any state or the
        United States of America or the District of Columbia, authorized under such
        laws
        to exercise corporate trust powers, having a combined capital and surplus
        of at
        least $50,000,000 and subject to supervision or examination by federal or
        state
        authority. In addition, the Trustee shall at all times be acceptable to the
        Rating Agency rating the Certificates. If such corporation publishes reports
        of
        condition at least annually, pursuant to law or to the requirements of the
        aforesaid supervising or examining authority, then for the purposes of this
        Section the combined capital and surplus of such corporation shall be deemed
        to
        be its combined capital and surplus as set forth in its most recent report
        of
        condition so published. In case at any time the Trustee shall cease to be
        eligible in accordance with the provisions of this Section, the Trustee shall
        resign immediately in the manner and with the effect specified in Section
        8.07.
        The corporation or national banking association serving as Trustee may have
        normal banking and trust relationships with the Seller and its affiliates
        or the
        Master Servicer and its affiliates; provided, however, that such corporation
        cannot be an affiliate of the Master Servicer other than the Trustee in its
        role
        as successor to the Master Servicer.

       

      SECTION
        8.07. Resignation
        and Removal of the Trustee.

       

      The
        Trustee may at any time resign and be discharged from the trusts hereby created
        by giving notice thereof to the Depositor, the Master Servicer and to all
        Certificateholders; provided, that such resignation shall not be effective
        until
        a successor trustee is appointed and accepts appointment in accordance with
        the
        following provisions. Upon receiving such notice of resignation, the Depositor
        shall promptly appoint a successor trustee who meets the eligibility
        requirements of Section 8.06 by written instrument, in duplicate, which
        instrument shall be delivered to the resigning Trustee and to the successor
        trustee. A copy of such instrument shall be delivered to the Certificateholders
        and the Master Servicer by the Depositor. If no successor trustee shall have
        been so appointed and have accepted appointment within 60 days after the
        giving
        of such notice of resignation, the resigning Trustee may petition any court
        of
        competent jurisdiction for the appointment of a successor trustee; provided,
        however, that the resigning Trustee shall not resign and be discharged from
        the
        trusts hereby created until such time as the Rating Agency rating the
        Certificates approves the successor trustee.

       

      If
        at any
        time the Trustee shall cease to be eligible in accordance with the provisions
        of
        Section 8.06 and shall fail to resign after written request therefor by the
        Depositor or the Master Servicer, or if at any time the Trustee shall become
        incapable of acting, or shall be adjudged bankrupt or insolvent, or a receiver
        of the Trustee or of its property shall be appointed, or any public officer
        shall take charge or control of the Trustee or of its property or affairs
        for
        the purpose of rehabilitation, conservation or liquidation, or if the rating
        of
        the long-term debt obligations of the Trustee is not acceptable to the Rating
        Agency in respect of mortgage pass-through certificates having a rating equal
        to
        the then current rating on the Certificates, then the Depositor may remove
        the
        Trustee and appoint a successor trustee who meets the eligibility requirements
        of Section 8.06 by written instrument, in duplicate, which instrument shall
        be
        delivered to the Trustee so removed and to the successor trustee. A copy
        of such
        instrument shall be delivered to the Certificateholders and the Master Servicer
        by the Depositor.

       


      
        
          
          

        

        
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      The
        Holders of Certificates entitled to at least 51% of the Voting Rights may
        at any
        time remove the Trustee and appoint a successor trustee by written instrument
        or
        instruments, in triplicate, signed by such Holders or their attorneys-in-fact
        duly authorized, one complete set of which instruments shall be delivered
        to the
        Master Servicer, one complete set to the Trustee so removed and one complete
        set
        to the successor so appointed. A copy of such instrument shall be delivered
        to
        the Certificateholders and the Master Servicer by the Depositor.

       

      Any
        resignation or removal of the Trustee and appointment of a successor trustee
        pursuant to any of the provisions of this Section shall not become effective
        until acceptance of appointment by the successor trustee as provided in Section
        8.08.

       

      SECTION
        8.08. Successor
        Trustee.

       

      Any
        successor trustee appointed as provided in Section 8.07 shall execute,
        acknowledge and deliver to the Master Servicer and to its predecessor trustee
        an
        instrument accepting such appointment hereunder, and thereupon the resignation
        or removal of the predecessor trustee shall become effective and such successor
        trustee, without any further act, deed or conveyance, shall become fully
        vested
        with all the rights, powers, duties and obligations of its predecessor
        hereunder, with the like effect as if originally named as trustee herein.
        The
        predecessor trustee shall deliver to the successor trustee all Mortgage Files
        and related documents and statements held by it hereunder, and the Master
        Servicer and the predecessor trustee shall execute and deliver such instruments
        and do such other things as may reasonably be required for more fully and
        certainly vesting and confirming in the successor trustee all such rights,
        powers, duties and obligations.

       

      No
        successor trustee shall accept appointment as provided in this Section unless
        at
        the time of such acceptance such successor trustee shall be eligible under
        the
        provisions of Section 8.06.

       

      Upon
        acceptance of appointment by a successor trustee as provided in this Section,
        the Master Servicer shall mail notice of the succession of such trustee
        hereunder to all Holders of Certificates at their addresses as shown in the
        Certificate Register. If the Master Servicer fails to mail such notice within
        ten days after acceptance of appointment by the successor trustee, the successor
        trustee shall cause such notice to be mailed at the expense of the Master
        Servicer.

       

      SECTION
        8.09. Merger
        or
        Consolidation of Trustee.

       

      Any
        corporation into which the Trustee may be merged or converted or with which
        it
        may be consolidated or any corporation resulting from any merger, conversion
        or
        consolidation to which the Trustee shall be a party, or any corporation
        succeeding to the business of the Trustee, shall be the successor of the
        Trustee
        hereunder, provided such corporation shall be eligible under the provisions
        of
        Section 8.06, without the execution or filing of any paper or any further
        act on
        the part of any of the parties hereto, anything herein to the contrary
        notwithstanding.

       


      
        
          
          

        

        
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      SECTION
        8.10. Appointment
        of Co-Trustee or Separate Trustee.

       

      Notwithstanding
        any other provisions hereof, at any time, for the purpose of meeting any
        legal
        requirements of any jurisdiction in which any part of the Trust Fund or property
        securing the same may at the time be located, the Depositor and the Trustee
        acting jointly shall have the power and shall execute and deliver all
        instruments to appoint one or more Persons approved by the Trustee to act
        as
        co-trustee or co-trustees, jointly with the Trustee, or separate trustee
        or
        separate trustees, of all or any part of the Trust Fund, and to vest in such
        Person or Persons, in such capacity, such title to the Trust Fund, or any
        part
        thereof, and, subject to the other provisions of this Section 8.10, such
        powers,
        duties, obligations, rights and trusts as the Depositor and the Trustee may
        consider necessary or desirable. If the Depositor shall not have joined in
        such
        appointment within 15 days after the receipt by it of a request so to do,
        or in
        case an Event of Default shall have occurred and be continuing, the Trustee
        alone shall have the power to make such appointment. No co-trustee or separate
        trustee hereunder shall be required to meet the terms of eligibility as a
        successor trustee under Section 8.06 hereunder and no notice to Holders of
        Certificates of the appointment of co-trustee(s) or separate trustee(s) shall
        be
        required under Section 8.08 hereof.

       

      In
        the
        case of any appointment of a co-trustee or separate trustee pursuant to this
        Section 8.10 all rights, powers, duties and obligations conferred or imposed
        upon the Trustee shall be conferred or imposed upon and exercised or performed
        by the Trustee and such separate trustee or co-trustee jointly, except to
        the
        extent that under any law of any jurisdiction in which any particular act
        or
        acts are to be performed (whether as Trustee hereunder or as successor to
        the
        Master Servicer hereunder), the Trustee shall be incompetent or unqualified
        to
        perform such act or acts, in which event such rights, powers, duties and
        obligations (including the holding of title to the Trust Fund or any portion
        thereof in any such jurisdiction) shall be exercised and performed by such
        separate trustee or co-trustee at the direction of the Trustee.

       

      Any
        notice, request or other writing given to the Trustee shall be deemed to
        have
        been given to each of the then separate trustees and co-trustees, as effectively
        as if given to each of them. Every instrument appointing any separate trustee
        or
        co-trustee shall refer to this Agreement and the conditions of this Article
        VIII.. Each separate trustee and co-trustee, upon its acceptance of the trusts
        conferred, shall be vested with the estates or property specified in its
        instrument of appointment, either jointly with the Trustee or separately,
        as may
        be provided therein, subject to all the provisions of this Agreement,
        specifically including every provision of this Agreement relating to the
        conduct
        of, affecting the liability of, or affording protection to, the Trustee.
        Every
        such instrument shall be filed with the Trustee.

       

      Any
        separate trustee or co-trustee may, at any time, constitute the Trustee,
        its
        agent or attorney-in-fact, with full power and authority, to the extent not
        prohibited by law, to do any lawful act under or in respect of this Agreement
        on
        its behalf and in its name. If any separate trustee or co-trustee shall die,
        become incapable of acting, resign or be removed, all of its estates,
        properties, rights, remedies and trusts shall vest in and be exercised by
        the
        Trustee, to the extent permitted by law, without the appointment of a new
        or
        successor trustee.


      
        
          
          

        

        
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      SECTION
        8.11. Commission
        Reporting.

       

      (a) (i)
        Within 15 days after each Distribution Date, the Trustee shall, in accordance
        with industry standards, file with the Commission via the Electronic Data
        Gathering and Retrieval System (“EDGAR”), a Distribution Report on Form 10-D,
        signed by the Master Servicer, with a copy of the monthly statement to be
        furnished by the Trustee to the Certificateholders for such Distribution
        Date
        and detailing all data elements specified in Item 1121(a) of Regulation AB
        as
        part of the monthly statement; provided that the Trustee shall have received
        no
        later than 2 days prior to the date such Distribution Report on Form 10-D
        is
        required to be provided to the Trustee as described in clause (a)(iv) below,
        the
        following information:

       

      (A) Notice
        of
        any material modifications, extensions or waivers to Mortgage Loan terms,
        fees,
        penalties or payments during the distribution period or that have cumulatively
        become material over time from the Master Servicer;

       

      (B) Notice
        of
        any new issuance of asset-backed securities backed by the same asset pool,
        any
        pool asset changes, such as Mortgage Loan substitutions and repurchases,
        and
        cash flows available for future purchases, if applicable from the
        Seller;

       

      (C) A
        brief
        description of any legal proceedings pending, including proceedings known
        to be
        contemplated by governmental authorities, against the Depositor, Seller and
        the
        Master Servicer or of which any property of the foregoing is the subject,
        that
        is material to Certificateholders from each of the Depositor, Seller and
        the
        Master Servicer if applicable;

       

      (D) The
        information required by Item 2 of Part II of Form 10-Q regarding any sale
        of
        securities that are either backed by the same asset pool or are otherwise
        issued
        by the issuer, regardless of whether the transaction was registered under
        the
        Securities Act of 1933 during the period covered by the report, from the
        Seller;

       

      (E) The
        information required by Item 3 of Part II of Form 10-Q with respect to defaults
        upon the senior securities during the period covered by the report, from
        the
        Seller;

       

      (F) Any
        information required to be disclosed in a report on Form 8-K during the period
        covered by the report on the Form 10-D, but not reported, whether or not
        otherwise required by the Form 10-D from the Seller and the Master Servicer;
        and

       


      
        
          
          

        

        
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      (G) Any
        exhibits to the Form 10-D from the Seller.

       

      (ii) The
        Trustee will prepare and file Current Reports on Form 8-K in respect of the
        Trust, signed by the Master Servicer, at the direction and expense of the
        Depositor, provided, that, the Depositor, the Seller or the Master Servicer
        shall have timely notified the Trustee of an item reportable on a Current
        Report
        on Form 8-K and shall have delivered to the Trustee no later than one Business
        Days prior to the filing deadline for such Current Report, all information,
        data, and exhibits required to be provided to the Trustee as described in
        clause
        (a)(iv) below or filed with such Current Report with respect to:

       

      (A) Any
        entry
        into a material definitive agreement, any termination of a material definitive
        agreement and any bankruptcy or receivership of the Depositor, the Seller
        or the
        Master Servicer (including any servicer that does not sign the pooling and
        servicing agreement and any subservicer that signs a subservicing agreement)
        from the Depositor, the Seller or the Master Servicer as
        applicable;

       

      (B) Any
        material modification to the rights of Certificateholders, amendments of
        the
        articles of incorporation or bylaws or a change of the fiscal year of any
        transaction party from each of the Depositor, the Seller or the Master Servicer
        as applicable; and

       

      (C) Any
        Securities Act update provided by the Seller.

       

      (iii) Prior
        to
        January 30 in each year commencing in 2007, the Trustee shall, in accordance
        with industry standards, file a Form 15 Suspension Notice with respect to
        the
        Trust Fund, if applicable. Prior to (x) March 15, 2007 and (y) unless and
        until
        a Form 15 Suspension Notice shall have been filed, prior to March 15 of each
        year thereafter, the Master Servicer shall provide the Trustee with an Annual
        Compliance Statement, together with a copy of the Assessment of Compliance
        and
        Attestation Report to be delivered by the Master Servicer pursuant to Sections
        3.13 and 3.14. Prior to (x) March 31, 2007 and (y) unless and until a Form
        15
        Suspension Notice shall have been filed, March 31 of each year thereafter,
        the
        Trustee shall, subject to subsection (d) below, file a Form 10-K, in substance
        conforming to industry standards, with respect to the Trust Fund. Such Form
        10-K
        shall include the Assessment of Compliance, Attestation Report, Annual
        Compliance Statements and other documentation provided by the Master Servicer
        pursuant to Sections 3.16 and 3.17 and a certification in the form attached
        hereto as Exhibit K (the “Depositor Certification”), which shall be signed by
        the senior officer of the Depositor in charge of securitization. The Depositor,
        Seller and the Master Servicer shall provide the Trustee with the following
        information, as applicable, no later than March 1 of each calendar year prior
        to
        the filing deadline for the Form 10-K and required to be provided to the
        Trustee
        as described in clause (a)(iv) below:

       

      (A) Any
        exhibits or financial statement schedules required by Item 15 of Form 10-K
        from
        each of the Depositor, Seller and the Master Servicer;

       


      
        
          
          

        

        
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      (B) A
        description of any legal proceedings pending, including proceedings known
        to be
        contemplated by governmental authorities, against the Depositor, Seller and
        the
        Master Servicer or of which any property of the foregoing is the subject,
        that
        is material to Certificateholders from each of the Depositor, Seller and
        the
        Master Servicer if applicable;

       

      (C) A
        description of any affiliations between the transaction parties pursuant
        to Item
        1119 of Regulation AB from the Seller; and

       

      (D) The
        Assessment of Compliance, Attestation Report, Annual Compliance Statements
        and
        other documentation provided by the Master Servicer pursuant to Sections
        3.19
        and 3.20.

       

      (iv) As
        to
        each item of information required to be included in any Form 10-D, Form 8-K
        or
        Form 10-K, the Trustee's obligation to include the information in the applicable
        report is subject to receipt from the entity that is indicated in Exhibit
        __ as
        the responsible party for providing that information, if other than the Trustee,
        as and when required as described above. Each of the Master Servicer, Seller
        and
        Depositor hereby agree to notify and provide to the Trustee all information
        that
        is required to be included in any Form 10-D, Form 8-K or Form 10-K, with
        respect
        to which that entity is indicated in Exhibit __ as the responsible party
        for
        providing that information. [The Swap Provider will be obligated pursuant
        to the
        Swap Agreement to provide to the Trustee any information that may be required
        to
        be included in any Form 10-D, Form 8-K or Form 10-K. The Trustee shall be
        responsible for determining the significance percentage (as defined in Item
        1115
        of Regulation AB) of the Swap Provider at any time. The Master Servicer shall
        be
        responsible for determining the pool concentration applicable to any subservicer
        or originator at any time, for purposes of disclosure as required by Items
        1117
        and 1119 of Regulation AB.]

       

      (v) The
        Depositor hereby grants to the Master Servicer a limited power of attorney
        to
        sign each Form 10-D, Form 8-K and Form 10-K on behalf of the Depositor. Such
        power of attorney shall continue until either the earlier of (x) receipt
        by the
        Master Servicer from the Depositor of written termination of such power of
        attorney and (y) the termination of the Trust Fund. The Depositor agrees
        to
        promptly furnish to the Trustee, from time to time upon request, such further
        information, reports and financial statements within its control related
        to this
        Agreement, the Mortgage Loans as the Trustee reasonably deems appropriate
        to
        prepare and file all necessary reports with the Commission. The Trustee shall
        have no responsibility to file any items other than those specified in this
        Section 8.11; provided, however, the Trustee will cooperate with the Depositor
        in connection with any additional filings with respect to the Trust Fund
        as the
        Depositor deems necessary under the Securities Exchange Act of 1934, as amended
        (the “Exchange Act”). Copies of all reports filed by the Trustee under the
        Exchange Act shall be sent to: the Depositor c/o
        [_____________________________]. Fees and expenses incurred by the Trustee
        in
        connection with this Section 8.11 shall not be reimbursable from the Trust
        Fund.

       


      
        
          
          

        

        
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      (b) Not
        later
        than 15 calendar days before the date on which the Depositor’s annual report on
        Form 10-K is required to be filed in accordance with the Exchange Act and
        the
        rules and regulations of the Commission (or, if such day is not a Business
        Day,
        the immediately preceding Business Day), the Trustee shall sign a certification
        in the form attached hereto as Exhibit L (the “Trustee Certification”) for the
        benefit of the Depositor and its officers, directors and affiliates regarding
        certain aspects of items 1 through 3 of the Depositor Certification. In
        addition, the Trustee shall, subject to the provisions of Section 8.01 and
        8.02
        hereof, indemnify and hold harmless the Depositor and each Person, if any,
        who
“controls” the Depositor within the meaning of the Securities Act and its
        officers, directors and affiliates from and against any losses, damages,
        penalties, fines, forfeitures, reasonable and necessary legal fees and related
        costs, judgments and other costs and expenses arising out of or based upon
        a
        breach of the Trustee’s obligations under this Section 8.11 or any inaccuracy
        made in the Trustee Certification. If the indemnification provided for in
        this
        Section 8.11(b) is unavailable or insufficient to hold harmless such Persons,
        then the Trustee shall contribute to the amount paid or payable by such Persons
        as a result of the losses, claims, damages or liabilities of such Persons
        in
        such proportion as is appropriate to reflect the relative fault of the Depositor
        on the one hand and the Trustee on the other. The Trustee acknowledges that
        the
        Depositor is relying on the Trustee’s performance of its obligations under this
        Section 8.11 in order to perform its obligations under Section 8.11(a)
        above.

       

      (c) Not
        later
        than 15 calendar days before the date on which the Depositor’s annual report on
        Form 10-K is required to be filed in accordance with the Exchange Act and
        the
        rules and regulations of the Commission (or, if such day is not a Business
        Day,
        the immediately preceding Business Day), the Master Servicer will deliver
        to the
        Depositor and the Trustee an Officer’s Certificate for the prior calendar year
        in substantially the form of Exhibit M to this Agreement. The Master Servicer
        agrees to indemnify and hold harmless the Depositor, the Trustee and each
        Person, if any, who “controls” the Depositor or the Trustee within the meaning
        of the Securities Act and their respective officers, directors and affiliates
        from and against any losses, damages, penalties, fines, forfeitures, reasonable
        and necessary legal fees and related costs, judgments and other costs, fees
        and
        expenses that such Person may sustain arising out of third party claims based
        on
        (i) the failure of the Master Servicer to deliver or caused to be delivered
        when
        required any Officer’s Certificate pursuant to this Section 8.11(c), or (ii) any
        material misstatement or omission contained in any Officer’s Certificate
        provided pursuant to this Section 8.11(c). If an event occurs that would
        otherwise result in an indemnification obligation under clauses (i) or (ii)
        above, but the indemnification provided for in this Section 8.11(c) by such
        Servicer is unavailable or insufficient to hold harmless such Persons, then
        such
        Servicer shall contribute to the amount paid or payable by such Persons as
        a
        result of the losses, claims, damages or liabilities of such Persons in such
        proportion as is appropriate to reflect the relative fault of the Depositor
        or
        Trustee on the one hand and such Servicer on the other. Each Servicer
        acknowledges that the Depositor and the Trustee are relying on the Master
        Servicer’s performance of its obligations under this Agreement in order to
        perform their respective obligations under this Section 8.11.

       

      (d) Nothing
        shall be construed from the foregoing subsections (a), (b) and (c) to require
        the Trustee or any officer, director or Affiliate thereof to sign any Form
        10-K
        or any certification contained therein. Furthermore, the inability of the
        Trustee to file a Form 10-K as a result of the lack of required information
        as
        set forth in Section 8.11(a) or required signatures on such Form 10-K or
        any
        certification contained therein shall not be regarded as a breach by the
        Trustee
        of any obligation under this Agreement.

       

       

      
        
          
          

        

        
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      (e) Notwithstanding
        the provisions of Section 10.01, this Section 8.12 may be amended without
        the
        consent of the Certificateholders.

       

      (f) Upon
        any
        filing with the Commission, the Trustee shall promptly deliver to the Depositor
        a copy of any executed report, statement or information.

       


      
        
          
          

        

        
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      ARTICLE
        IX

       

      TERMINATION

       

      SECTION
        9.01. Termination
        Upon Repurchase or Liquidation of All Mortgage Loans.

       

      Subject
        to Section 9.02, the respective obligations and responsibilities of the
        Depositor, the Master Servicer and the Trustee created hereby (other than
        the
        obligations of the Master Servicer to provide for and the Trustee to make
        payments to Certificateholders as hereafter set forth) shall terminate upon
        payment to the Certificateholders of all amounts held by or on behalf of
        the
        Trustee and required to be paid to them hereunder following the earlier to
        occur
        of (i) the repurchase by the Master Servicer of all Mortgage Loans and each
        REO
        Property in respect thereof remaining in the Trust Fund at a price equal
        to (a)
        100% of the unpaid principal balance of each Mortgage Loan (other than one
        as to
        which a REO Property was acquired) on the day of repurchase together with
        accrued interest on such unpaid principal balance at the related Net Mortgage
        Rate to the first day of the month in which the proceeds of such repurchase
        are
        to be distributed, plus (b) the appraised value of any REO Property less
        the
        good faith estimate of the Master Servicer of liquidation expenses to be
        incurred in connection with its disposal thereof, such appraisal to be conducted
        by an appraiser mutually agreed upon by the Master Servicer and the Trustee
        at
        the expense of the Master Servicer, (but not more than the unpaid principal
        balance of the related Mortgage Loan, together with accrued interest on that
        balance at the Net Mortgage Rate to the first day of the month of repurchase),
        and (ii) the final payment or other liquidation (or any Advance with respect
        thereto) of the last Mortgage Loan remaining in the Trust Fund (or the
        disposition of all REO Property in respect thereof); provided, however, that
        in
        no event shall the trust created hereby continue beyond expiration of 21
        years
        from the death of the last survivor of the descendants of Joseph P. Kennedy,
        the
        late ambassador of the United States to the Court of St. James, living on
        the
        date hereof. In the case of any repurchase by the Master Servicer pursuant
        to
        clause (i), the Master Servicer shall include in such repurchase price the
        amount of any Advances that will be reimbursed to the Master Servicer pursuant
        to Section 3.11 (iii) and the Master Servicer shall exercise reasonable efforts
        to cooperate fully with the Trustee in effecting such repurchase and the
        transfer of the Mortgage Loans and related Mortgage Files and related records
        to
        the Master Servicer.

       

      The
        right
        of the Master Servicer to repurchase all Mortgage Loans pursuant to (i) above
        shall be conditioned upon the aggregate Stated Principal Balance of such
        Mortgage Loans at the time of any such repurchase aggregating an amount equal
        to
        or less than ___% of the aggregate Stated Principal Balance of the Mortgage
        Loans at the Cut-off Date. If such right is exercised, the Master Servicer
        upon
        such repurchase shall provide to the Trustee, the certification required
        by
        Section 3.16.

       


      
        
          
          

        

        
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      Notice
        of
        any termination, specifying the Distribution Date upon which the
        Certificateholders may surrender their Certificates to the Trustee for payment
        of the final distribution and cancellation, shall be given promptly by the
        Master Servicer by letter to the Trustee and shall be given promptly by the
        Trustee to the Certificateholders mailed (a) in the event such notice is
        given
        in connection with the Master Servicer’s election to repurchase, not earlier
        than the 15th day and not later than the 25th day of the month next preceding
        the month of such final distribution or (b) otherwise during the month of
        such
        final distribution on or before the Determination Date in such month, in
        each
        case specifying (i) the Distribution Date upon which final payment of the
        Certificates will be made upon presentation and surrender of Certificates
        at the
        office of the Certificate Registrar therein designated, (ii) the amount of
        any
        such final payment and (iii) that the Record Date otherwise applicable to
        such
        Distribution Date is not applicable, payments being made only upon presentation
        and surrender of the Certificates at the office of the Certificate Registrar
        therein specified. In the event such notice is given in connection with the
        Master Servicer’s election to repurchase, the Master Servicer shall deposit in
        the Custodial Account pursuant to Section 3. 10 on the last day of the related
        Prepayment Period an amount equal to the above-described repurchase price
        payable out of its own funds. Upon presentation and surrender of the
        Certificates by the Certificateholders, the Trustee shall distribute to the
        Certificateholders (i) the amount otherwise distributable on such Distribution
        Date, if not in connection with the Master Servicer’s election to repurchase, or
        (ii) if the Master Servicer elected to so repurchase, an amount determined
        as
        follows: with respect to each Class A and Class B Certificate, the outstanding
        Certificate Principal Balance thereof, plus one month’s interest thereon at the
        applicable Pass-Through Rate and any previously unpaid Accrued Certificate
        Interest, subject to the priority set forth in Section 4.01(b); and with
        respect
        to each Class R Certificate, the Percentage Interest evidenced thereby
        multiplied by the difference, if any, between the above described repurchase
        price and the aggregate amount to be distributed to the Class A and Class
        B
        Certificateholders. Upon certification to the Trustee by a Servicing Officer,
        following such final deposit, the Trustee shall promptly release the Mortgage
        Files as directed by the Master Servicer for the remaining Mortgage Loans,
        and
        the Trustee shall execute all assignments, endorsements and other instruments
        required by the Master Servicer as being necessary to effectuate such
        transfer.

       

      In
        the
        event that all of the Certificateholders shall not surrender their Certificates
        for cancellation within six months after the time specified in the
        above-mentioned notice, the Trustee shall give a second notice to the remaining
        Certificateholders to surrender their Certificates for cancellation and receive
        the final distribution with respect thereto. If within six months after the
        second notice all of the Certificates shall not have been surrendered for
        cancellation, the Trustee shall take reasonable steps as directed by the
        Depositor, or appoint an agent to take reasonable steps, to contact the
        remaining Certificateholders concerning surrender of their Certificates,
        and the
        cost thereof shall be paid out of the funds and other assets which remain
        subject hereto. If, within nine months after the second notice, all of the
        Certificates shall not have been surrendered for cancellation, the Class
        R
        Certificateholders shall be entitled to all unclaimed funds and other assets
        which remain subject hereto.

       

      SECTION
        9.02. Additional
        Termination Requirements.

       

      (a) In
        the
        event the Master Servicer repurchases the Mortgage Loans as provided in Section
        9.01, the Trust Fund shall be terminated in accordance with the following
        additional requirements, unless the Master Servicer obtains for the Trustee
        an
        Opinion of Counsel to the effect that the failure of the Trust Fund to comply
        with the requirements of this Section 9.02 will not (i) result in the imposition
        of taxes on the net income derived from “prohibited transactions” of the Trust
        Fund as defined in Section 86OF of the Code or (ii) cause the Trust Fund
        to fail
        to qualify as a REMIC at any time that any Certificates are
        outstanding:

       


      
        
          
          

        

        
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      (i) The
        Trustee shall establish a 90-day liquidation period and specify the first
        day of
        such period in a statement attached to the Trust Fund’s final Tax Return
        pursuant to Treasury Regulation (S)1.86OF-1. The Trustee shall satisfy all
        the
        requirements of a qualified liquidation under 86OF of the Code and any
        regulations thereunder, as evidenced by an Opinion of Counsel obtained at
        the
        expense of the Master Servicer;

       

      (ii) During
        such 90-day liquidation period, and at or prior to the time of making of
        the
        final payment on the Certificates, the Master Servicer shall sell all of
        the
        assets of the Trust Fund for cash; and

       

      (iii) At
        the
        time of the making of the final payment on the Certificates, the Trustee
        shall
        distribute or credit, or cause to be distributed or credited, to the Holders
        of
        the Class R Certificates all remaining cash on hand (other than cash retained
        to
        meet claims), and the Trust Fund shall terminate at that time.

       

      (b) By
        their
        acceptance of the Class R Certificates, the Holders thereof hereby agree
        to
        authorize the Trustee to specify the 90-day liquidation period for the Trust
        Fund, which authorization shall be binding upon all successor Class R
        Certificateholders.

       


      
        
          
          

        

        
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      ARTICLE
        X

       

      REMIC
        PROVISIONS

       

      SECTION
        10.01. REMIC
        Administration.

       

      (a) The
        Trustee shall make an election to treat the Trust Fund as a REMIC under the
        Code
        and, if necessary, under applicable state law. Such election will be made
        on
        Form 1066 or other appropriate federal tax or information return or any
        appropriate state return for the taxable year ending on the last day of the
        calendar year in which the Certificates are issued. For the purposes of the
        REMIC election in respect of the Trust Fund, the Class A and Class B
        Certificates shall be designated as the “regular interests” and the Class R
        Certificates shall be designated as the sole class of “residual interest” in the
        Trust Fund. The Trustee shall not permit the creation of any “interests” in the
        Trust Fund (within the meaning of Section 86OG of the Code) other than the
        Regular Certificates and the Residual Certificates.

       

      (b) The
        Closing Date is hereby designated as the “startup day” of the Trust Fund within
        the meaning of Section 86OG(a)(9) of the Code.

       

      (c) The
        Trustee shall hold a Class R Certificate representing a 0.01 % Percentage
        interest of all Class R Certificates and shall be designated as the tax matters
        person of the Trust Fund in the manner provided under Treasury regulations
        section 1.86OF-4(d) and temporary Treasury regulations section
        301.6231(a)(7)-1T. The Trustee, as tax matters person, shall (i) act on behalf
        of the Trust Fund in relation to any tax matter or controversy involving
        the
        Trust Fund and (ii) represent the Trust Fund in any administrative or judicial
        proceeding relating to an examination or audit by any governmental taxing
        authority with respect thereto. To the extent authorized under the Code and
        the
        regulations promulgated thereunder, each Holder of a Class R Certificate,
        hereby
        irrevocably appoints and authorizes the Trustee to be its attorney-in-fact
        for
        purposes of signing any Tax Returns required to be filed on behalf of the
        Trust
        Fund. The legal expenses and costs of any such action described in this
        subsection and any liability resulting therefrom shall constitute expenses
        of
        the Trust Fund and the Trustee shall be entitled to reimbursement therefor
        unless such legal expenses and costs are incurred by reason of the Trustee’s
        willful misfeasance, bad faith or negligence.

       

      (d) Except
        as
        provided in Section 4.05, the Trustee shall prepare or cause to be prepared,
        sign and file all of the Tax Returns in respect of the Trust Fund created
        hereunder. The expenses of preparing and filing such returns shall be borne
        by
        the Trustee without any right of reimbursement therefor.

       

      (e) The
        Trustee shall perform on behalf of the Trust Fund all reporting and other
        tax
        compliance duties that are the responsibility of the Trust Fund under the
        Code,
        REMIC Provisions or other compliance guidance issued by the Internal Revenue
        Service or any state or local taxing authority. Among its other duties, as
        required by the Code, the REMIC Provisions or other such compliance guidance,
        the Trustee shall provide (i) to any Transferor of a Class R Certificate
        such
        information as is necessary for the application of any tax relating to the
        transfer of a Class R Certificate to any Person who is not a Permitted
        Transferee, (ii) Certificateholders such information or reports as are required
        by the Code or the REMIC Provisions including reports relating to interest,
        original issue discount and market discount or premium (using the Prepayment
        Assumption) and (iii) to the Internal Revenue Service the name, title, address
        and telephone number of the person who will serve as the representative of
        the
        Trust Fund. In addition, the Depositor shall provide or cause to be provided
        to
        the Trustee, within ten (10) days after the Closing Date, all information
        or
        data that the Trustee reasonably determines to be relevant for tax purposes
        as
        to the valuations and issue prices of the Certificates, including, without
        limitation, the price, yield, prepayment assumption and projected cash flow
        of
        the Certificates.

       


      
        
          
          

        

        
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      (f) The
        Trustee shall take such action and shall cause the Trust Fund created hereunder
        to take such action as shall be necessary to create or maintain the status
        thereof as a REMIC under the REMIC Provisions (and the Master Servicer shall
        assist it, to the extent reasonably requested by it). The Trustee shall not
        take
        any action, cause the Trust Fund 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 Trust Fund
        as a
        REMIC or (ii) result in the imposition of a tax upon the Trust Fund (including
        but not limited to the tax on prohibited transactions as defined in Section
        86OF(a)(2) of the Code and the tax on contributions to a REMIC set forth
        in
        Section 86OG(d) of the Code) (either such event, an “Adverse REMIC Event”)
        unless the Trustee received an Opinion of Counsel (at the expense of the
        party
        seeking to take such action but in no event shall such Opinion of Counsel
        be an
        expense of the Trustee) to the effect that the contemplated action will not,
        with respect to the Trust Fund created hereunder, endanger such status or
        result
        in the imposition of such a tax. The Master Servicer shall not take or fail
        to
        take any action (whether or not authorized hereunder) as to which the Trustee
        has advised it in writing that it has received an Opinion of Counsel to the
        effect that an Adverse REMIC Event could occur with respect to such action.
        In
        addition, prior to taking any action with respect to the Trust Fund or its
        assets, or causing the Trust Fund to take any action, which is not expressly
        permitted under the terms of this Agreement, the Master Servicer will consult
        with the Trustee or its designee, in writing, with respect to whether such
        action could cause an Adverse REMIC Event to occur with respect to the Trust
        Fund, and the Master Servicer shall not take any such action or cause the
        Trust
        Fund to take any such action as to which the Trustee has advised it in writing
        that an Adverse REMIC Event could occur. The Trustee may consult with counsel
        to
        make such written advice, and the cost of same shall be borne by the party
        seeking to take the action not permitted by this Agreement (but in no event
        shall such cost be an expense of the Trustee). At all times as may be required
        by the Code, the Trustee will ensure that substantially all of the assets
        of the
        Trust Fund will consist of “qualified mortgages” as defined in Section
        86OG(a)(3) of the Code and “permitted investments” as defined in Section
        86OG(a)(5) of the Code.

       

      (g) In
        the
        event that any tax is imposed on “prohibited transactions” of the Trust Fund
        created hereunder as defined in Section 86OF(a)(2) of the Code, on “net income
        from foreclosure property” of the Trust Fund as defined in Section 86OG(c) of
        the Code, on any contributions to the Trust Fund after the Startup Day therefor
        pursuant to Section 86OG(d) of the Code, or any other tax is imposed by the
        Code
        or any applicable provisions of state or local tax laws, such tax shall be
        charged (i) to the Trustee pursuant to Section 10.03 hereof, if such tax
        arises
        out of or results from the willful misfeasance, bad faith or negligence in
        performance by the Trustee of any of its obligations under this Article X,
        (ii)
        to the Master Servicer pursuant to Section 10.03 hereof, if such tax arises
        out
        of or results from a breach by the Master Servicer of any of its obligations
        under Article III or this Article X, or otherwise (iii) against amounts on
        deposit in the Custodial Account and shall be paid by withdrawal
        therefrom.

       


      
        
          
          

        

        
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      (h) On
        or
        before April 15 of each calendar year, commencing April 15, 20_, the Trustee
        shall deliver to the Master Servicer and each Rating Agency a Certificate
        from a
        Responsible Officer of the Trustee stating the Trustee’s compliance with this
        Article X.

       

      (i) The
        Master Servicer and the Trustee shall, for federal income tax purposes, maintain
        books and records with respect to the Trust Fund on a calendar year and on
        an
        accrual basis.

       

      (j) Following
        the Startup Day, the Trustee shall not accept any contributions of assets
        to the
        Trust Fund other than in connection with any Qualified Substitute Mortgage
        Loan
        delivered in accordance with Section 2.04 unless it shall have received an
        Opinion of Counsel (which such Opinion of Counsel shall not be an expense
        of the
        Trustee) to the effect that the inclusion of such assets in the Trust Fund
        will
        not cause the Trust Fund to fail to qualify as a REMIC at any time that any
        Certificates are outstanding or subject the Trust Fund to any tax under the
        REMIC Provisions or other applicable provisions of federal, state and local
        law
        or ordinances.

       

      (k) Neither
        the Trustee nor the Master Servicer shall enter into any arrangement by which
        the Trust Fund will receive a fee or other compensation for services nor
        permit
        either such REMIC to receive any income from assets other than “qualified
        mortgages” as defined in Section 86OG(a)(3) of the Code or “permitted
        investments” as defined in Section 86OG(a)(5) of the Code.

       

      (l) Solely
        for purposes of satisfying Section 1.86OG-1(a)(4)(iii) of the Treasury
        regulations, and based on certain assumptions described below, the “latest
        possible maturity date” by which the Certificate Principal Balances of the
        Certificates representing a regular interest in the Trust Fund would be reduced
        to zero is __________ 25, 20__, which is the Distribution Date immediately
        following the latest scheduled maturity of any Mortgage Loan as determined
        assuming that (i) scheduled interest and principal payments on the Mortgage
        Loans are received in a timely manner, with no delinquencies or losses, (ii)
        there are no principal prepayments, and (iii) neither the Seller nor the
        Master
        Servicer will repurchase any Mortgage Loans.

       

      SECTION
        10.02. Prohibited
        Transactions and Activities.

       

      Neither
        the Depositor, the Master Servicer nor the Trustee shall sell, dispose of
        or
        substitute for any of the Mortgage Loans (except in connection with (i) the
        foreclosure of a Mortgage Loan, including but not limited to, the acquisition
        or
        sale of a Mortgaged Property acquired by deed in lieu of foreclosure, (ii)
        the
        bankruptcy of the Trust Fund, (iii) the termination of the Trust Fund pursuant
        to Article IX of this Agreement or (iv) a purchase of Mortgage Loans pursuant
        to
        Article II or III of this Agreement) nor acquire any assets for the Trust
        Fund,
        nor sell or dispose of any investments in the Custodial Account or the
        Certificate Account for gain, nor accept any contributions to the Trust Fund
        after the Closing Date unless it has received an Opinion of Counsel (at the
        expense of the party seeking to cause such sale, disposition, substitution
        or
        acquisition but in no event shall such Opinion of Counsel be an expense of
        the
        Trustee) that such sale, disposition, substitution or acquisition will not
        (a)
        affect adversely the status of the Trust Fund as a REMIC or (b) cause the
        Trust
        Fund to be subject to a tax on “prohibited transactions” or “contributions”
pursuant to the REMIC Provisions.

       

      
        
          
          

        

        
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      SECTION
        10.03. Master
        Servicer and Trustee Indemnification.

       

      (a) The
        Trustee agrees to indemnify the Trust Fund, the Depositor and the Master
        Servicer for any taxes and costs including, without limitation, any reasonable
        attorneys fees imposed on or incurred by the Trust Fund, the Depositor or
        the
        Master Servicer, as a result of the willful misfeasance, bad faith or negligence
        by the Trustee with respect to the Trustee’s covenants set forth in this Article
        X.

       

      (b) The
        Master Servicer agrees to indemnify the Trust Fund, the Depositor and the
        Trustee for any taxes and costs (including, without limitation, any reasonable
        attorneys’ fees) imposed on or incurred by the Trust Fund, the Depositor or the
        Trustee, as a result of a breach of the Master Servicer’s covenants set forth in
        this Article X or in Article III with respect to compliance with the REMIC
        Provisions, including without limitation, any penalties arising from the
        Trustee’s execution of Tax Returns prepared by the Master Servicer that contain
        errors or omissions.

       


      
        
          
          

        

        
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      ARTICLE
        XI

       

      MISCELLANEOUS
        PROVISIONS

       

      SECTION
        11.01. Amendment.

       

      This
        Agreement may be amended from time to time by the Depositor, the Master Servicer
        and the Trustee without the consent of any of the Certificateholders, (i)
        to
        cure any ambiguity, (ii) to correct or supplement any provisions herein which
        may be defective or inconsistent with any other provisions herein or to correct
        any error, (iii) to change the timing and/or nature of deposits in the
        Certificate Account, provided that (a) such change would not adversely affect
        in
        any material respect the interests of any Certificateholder, as evidenced
        by an
        Opinion of Counsel, and (b) such change would not adversely affect the then-
        current rating of any rated class of Certificates, as evidenced by a letter
        from
        each applicable Rating Agency, (iv) to modify, eliminate or add to any of
        the
        provisions of the Trust Fund (a) to such extent as shall be necessary to
        maintain the qualification of the Trust Fund as a REMIC or to avoid or minimize
        the risk of imposition of any tax on the Trust Fund, provided that the Trustee
        has received an Opinion of Counsel to the effect that (1) such action is
        necessary or desirable to maintain such qualification or to avoid or minimize
        such risk, and (2) such action will not adversely affect in any material
        respect
        the interests of any Certificateholder, or (b) to restrict the transfer of
        the
        Class R Certificates, provided that the Depositor has determined that the
        then-
        current ratings of the Class A Certificates will not be adversely affected,
        as
        evidenced by a letter from each Rating Agency, and that any such amendment
        will
        not give rise to any tax with respect to the transfer of the Class R
        Certificates to a non-Permitted Transferee, (v) to make any other provisions
        with respect to matters or questions arising this Agreement which are not
        materially inconsistent with the provisions thereof, provided that such action
        will not adversely affect in any material respect the interests of any
        Certificateholder, or (vi) to amend specified provisions that are not material
        to holders of any class of Certificates offered hereunder.

       

      This
        Agreement may also be amended from time to time by the Depositor, the Master
        Servicer and the Trustee with the consent of the Holders of Certificates
        entitled to at least 66-2/3% of the Voting Rights allocated to each Class
        affected thereby for the purpose of adding any provisions to or changing
        in any
        manner or eliminating any of the provisions of this Agreement or of modifying
        in
        any manner the rights of the Holders of Certificates; provided, however,
        that no
        such amendment shall (i) reduce in any manner the amount of, or delay the
        timing
        of, payments received on Mortgage Loans which are required to be distributed
        on
        any Certificate without the consent of the Holder of such Certificate, or
        (ii)
        reduce the aforesaid percentage of Certificates the Holders of which are
        required to consent to any such amendment, without the consent of the Holders
        of
        all Certificates then outstanding. Notwithstanding any other provision of
        this
        Agreement, for purposes of the giving or withholding of consents pursuant
        to
        this Section 11.01, Certificates registered in the name of the Seller or
        the
        Master Servicer or any affiliate thereof shall be entitled to Voting Rights
        with
        respect to matters described in clauses (i) and (ii) of this
        paragraph.

       

      Notwithstanding
        any contrary provision of this Agreement, the Trustee shall not consent to
        any
        amendment to this Agreement unless it shall have first received an Opinion
        of
        Counsel (provided by the Person requesting such amendment) to the effect
        that
        such amendment will not result in the imposition of any tax on the Trust
        Fund
        pursuant to the REMIC Provisions or cause the Trust Fund to fail to qualify
        as a
        REMIC at any time that any of the Certificates are outstanding. Promptly
        after
        the execution of any such amendment the Trustee shall furnish a statement
        describing the amendment to each Certificateholder.

       


      
        
          
          

        

        
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      It
        shall
        not be necessary for the consent of Certificateholders under this Section
        11.01
        to approve the particular form of any proposed amendment, but it shall be
        sufficient if such consent shall approve the substance thereof. The manner
        of
        obtaining such consents and of evidencing the authorization of the execution
        thereof by Certificateholders shall be subject to such reasonable regulations
        as
        the Trustee may prescribe.

       

      Prior
        to
        executing any amendment pursuant to this Section, the Trustee shall be entitled
        to receive an Opinion of Counsel (provided by the Person requesting such
        amendment) to the effect that such amendment is authorized or permitted by
        this
        Agreement. The cost of an Opinion of Counsel delivered pursuant to this Section
        11.01 shall be an expense of the party requesting such amendment, but in
        any
        case shall not be an expense of the Trustee.

       

      The
        Trustee may, but shall not be obligated to enter into any amendment pursuant
        to
        this Section that affects its rights, duties and immunities under this Agreement
        or otherwise.

       

      SECTION
        11.02. Recordation
        of Agreement; Counterparts.

       

      To
        the
        extent permitted by applicable law, this Agreement is subject to recordation
        in
        all appropriate public offices for real property records in all the counties
        or
        other comparable jurisdictions in which any or all of the properties subject
        to
        the Mortgages are situated, and in any other appropriate public recording
        office
        or elsewhere, such recordation to be effected by the Master Servicer and
        at the
        expense of the Depositor on direction by the Trustee, but only upon direction
        accompanied by an Opinion of Counsel to the effect that such recordation
        materially and beneficially affects the interests of the
        Certificateholders.

       

      For
        the
        purpose of facilitating the recordation of this Agreement as herein provided
        and
        for other purposes, this Agreement may be executed simultaneously in any
        number
        of counterparts, each of which counterparts shall be deemed to be an original,
        and such counterparts shall constitute but one and the same
        instrument.

       

      SECTION
        11.03. Limitation
        on Rights of Certificateholders. 

       

      The
        death
        or incapacity of any Certificateholder shall not operate to terminate this
        Agreement or the Trust Fund, nor entitle such Certificateholder’s legal
        representatives or heirs to claim an accounting or to take any action or
        proceeding in any court for a partition or winding up of the Trust Fund,
        nor
        otherwise affect the rights, obligations and liabilities of the parties hereto
        or any of them.

       

      No
        Certificateholder shall have any right to vote (except as expressly provided
        for
        herein) or in any manner otherwise control the operation and management of
        the
        Trust Fund, or the obligations of the parties hereto, nor shall anything
        herein
        set forth, or contained in the terms of the Certificates, be construed so
        as to
        constitute the Certificateholders from time to time as partners or members
        of an
        association; nor shall any Certificateholder be under any liability to any
        third
        party by reason of any action taken by the parties to this Agreement pursuant
        to
        any provision hereof.

       


      
        
          
          

        

        
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      No
        Certificateholder shall have any right by virtue of any provision of this
        Agreement to institute any suit, action or proceeding in equity or at law
        upon
        or under or with respect to this Agreement, unless such Holder previously
        shall
        have given to the Trustee a notice of an Event of Default, or of a default
        by
        the Seller or the Trustee in the performance of any obligation hereunder,
        and of
        the continuance thereof, as hereinbefore provided, and unless also the Holders
        of Certificates entitled to at least 25% of the Voting Rights shall have
        made
        written request upon the Trustee to institute such action, suit or proceeding
        in
        its own name as Trustee hereunder and shall have offered to the Trustee such
        reasonable indemnity as it may require against the costs, expenses and
        liabilities to be incurred therein or thereby, and the Trustee, for 60 days
        after its receipt of such notice, request and offer of indemnity, shall have
        neglected or refused to institute any such action, suit or proceeding. It
        is
        understood and intended, and expressly covenanted by each Certificateholder
        with
        every other Certificateholder and the Trustee, that no one or more Holders
        of
        Certificates shall have any right in any manner whatever by virtue of any
        provision of this Agreement to affect, disturb or prejudice the rights of
        the
        Holders of any other of such Certificates, or to obtain or seek to obtain
        priority over or preference to any other such Holder, or to enforce any right
        under this Agreement, except in the manner herein provided and for the equal,
        ratable and common benefit of all Certificateholders. For the protection
        and
        enforcement of the provisions of this Section, each and every Certificateholder
        and the Trustee shall be entitled to such relief as can be given either at
        law
        or in equity.

       

      SECTION
        11.04. Governing
        Law.

       

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

       

      SECTION
        11.05. Notices.

       

      All
        demands, notices and direction hereunder shall be in writing and shall be
        deemed
        effective upon receipt when delivered to (a) in the case of the Depositor,
        ________________________, ____________________________________, Attention:
        ____________________, or such other address as may hereafter be furnished
        to the
        Trustee and the Master Servicer in writing by the Depositor, (b) in the case
        of
        the Trustee _____________________, Attention: _______________________________,
        or such other address as may hereafter be furnished to the Master Servicer
        and
        the Depositor in writing by the Trustee and (c) in the case of the Master
        Servicer, [Name of Master Servicer] ________________________,
        ____________________________________, Attention: __________________________
        or
        such other address as may hereafter be furnished to the Depositor and the
        Trustee in writing. Any notice required or permitted to be mailed to a
        Certificateholder shall be given by first class mail, postage prepaid, at
        the
        address of such Holder as shown in the Certificate Register. Any notice so
        mailed within the time prescribed in this Agreement shall be conclusively
        presumed to have been duly given, whether or not the Certificateholder receives
        such notice.

       


      
        
          
          

        

        
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      SECTION
        11.06. Severability
        of Provisions.

       

      If
        any
        one or more of the covenants, agreements, provisions or terms of this Agreement
        shall be for any reason whatsoever held invalid, 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
        or of the Certificates or the rights of the Holders thereof.

       

      SECTION
        11.07. Successors
        and Assigns; Third Party Beneficiary.

       

      The
        provisions of this Agreement shall be binding upon and inure to the benefit
        of
        the respective successors and assigns of the parties hereto, and all such
        provisions shall inure to the benefit of the Trustee and the Certificateholders.
        The parties hereto agree that the Seller is the intended third party beneficiary
        of Sections 3.07, 3.10 and 3.22 hereof, and that the Seller may enforce such
        provisions to the same extent as if the Seller were a party to this
        Agreement.

       

      SECTION
        11.08. Article
        and Section Headings.

       

      The
        article and section headings herein are for convenience of reference only,
        and
        shall not limit or otherwise affect the meaning hereof.

       

      SECTION
        11.09. Notice
        to
        Rating Agencies and Certificateholder.

       

      The
        Trustee shall use its best efforts to promptly provide notice to the Rating
        Agency referred to below with respect to each of the following of which it
        has
        actual knowledge:

       

      1. Any
        material change or amendment to this Agreement;

       

      2. The
        occurrence of any Event of Default that has not been cured;

       

      3. The
        resignation or termination of the Master Servicer or the Trustee;

       

      4. The
        repurchase or substitution of Mortgage Loans pursuant to
        Section 2.04;

       

      5. The
        final
        payment to Certificateholders; and

       

      6. Any
        change in the location of the Custodial Account or the Certificate
        Account.

       

      In
        addition, the Trustee shall promptly furnish to the Rating Agency copies
        of the
        following:

       


      
        
          
          

        

        
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      1. Each
        report to Certificateholders described in Section 4.02;

       

      2. Each
        annual independent public accountants’ servicing report received as described in
        Section 3.20; and

       

      3. Each
        Master Servicer compliance report received as described in
        Section 3.19.

       

      Any
        such
        notice pursuant to this Section 11.09 shall be in writing and shall be deemed
        to
        have been duly given if personally delivered or mailed by first class mail,
        postage prepaid, or by express delivery service to (i) in the case of
        [__________________] Attention: ______________ the case of
        [____________________________________________________] or, in each case,
        such
        other address as such Rating Agency may designate in writing to the parties
        thereto.

       

       

      
        
          
          

        

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

       

      
        	 	 	 
	 	
                BNP
                  PARIBAS MORTGAGE ABS LLC,

                Company

              
	 
 	 
 	 
 
	 	By:  	 
	 	
                

              
	 	 


      

      
        
          	 	 	 
	 	
                  [NAME
                    OF MASTER SERVICER], 
                    Master
                      Servicer

                  

                
	 
 	 
 	 
	 	By:  	 
	 	
                  

                   

                
	 	 


        

        
          	 	 	 
	 	
                  
                    [NAME
                      OF TRUSTEE],

                    Trustee

                  

                
	 
 	 
 	 
 
	 	By:  	 
	 	
                  

                
	 	 


        



        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        




      EXHIBIT
        A-1

       

      FORM
        OF
        CLASS [A-_] CERTIFICATE

       

      SOLELY
        FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A “REGULAR INTEREST”
IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT,” AS THOSE TERMS ARE DEFINED,
        RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE OF 1986
        (THE “CODE”).

       


      
        
          
          

        

        
          A-1-1

          
            

          

        

        
          
          

        

      


      


      
        	
                Certificate
                  No.__

                Class
                  A-____

              	
                _____%
                  Pass-Through Rate

              
	 	 
	
                Date
                  of Pooling and Servicing

                Agreement
                  and Cut-off Date:

                _____________
                  1, 20__

              	
                Percentage
                  Interest:____%

              
	 	 
	
                First
                  Distribution Date:

                _____________,
                  20__

              	
                Aggregate
                  Initial [Certificate Principal Balance]

                [Notional
                  Amount] of the Class A-__ Certificates:

                $______________

              
	 	 
	
                Master
                  Servicer:

                [Name
                  of Master Servicer]

              	
                Initial
                  [Certificate Principal

                Balance]
                  [Notional Amount] of this Certificate:

                $______________

              
	 	 
	
                Assumed
                  Final

                Distribution
                  Date:

                __________
                  25, 20__

              	
                CUSIP:__________

              
	 	 


      

      


      MORTGAGE
        PASS-THROUGH CERTIFICATE

      SERIES
        200_-_

       

      evidencing
        a percentage interest in the distributions allocable to the Class A- ___
        Certificates with respect to a Trust Fund consisting primarily of a pool
        of
        conforming one- to four-family fixed-rate first lien mortgage loans formed
        and
        sold by BNP PARIBAS MORTGAGE ABS LLC

       

      This
        Certificate is payable solely from the assets of the Trust Fund, and does
        not
        represent an obligation of or interest in BNP Paribas Mortgage ABS LLC, the
        Master Servicer, the Trustee referred to below or any of their affiliates.
        Neither this Certificate nor the underlying Mortgage Loans are guaranteed
        or
        insured by any governmental agency or instrumentality or by [Name of Master
        Servicer], the Master Servicer, the Trustee or any of their affiliates. None
        of
        the Depositor, the Master Servicer or any of their affiliates will have any
        obligation with respect to any certificate or other obligation secured by
        or
        payable from payments on the Certificates.

       

      This
        certifies that [Cede & Co.] is the registered owner of the Percentage
        Interest evidenced by this Certificate (obtained by dividing the Initial
        [Certificate Principal Balance] [Notional Amount] of this Certificate by
        the
        aggregate Initial [Certificate Principal Balance] [Notional Amount] of all
        Class
        A-____ Certificates, both as specified above) in certain distributions with
        respect to the Trust Fund consisting primarily of an interest in a pool of
        conventional one- to four-family fixed-rate first lien mortgage loans (the
        “Mortgage Loans”), formed and sold by BNP Paribas Mortgage ABS LLC (hereinafter
        called the “Company,” which term includes any successor entity under the
        Agreement referred to below). The Trust Fund was created pursuant to a Pooling
        and Servicing Agreement dated as specified above (the “Agreement”) among the
        Depositor, the Master Servicer and [Name of Trustee], as trustee (the
“Trustee”), a summary of certain of the pertinent provisions of which is set
        forth hereafter. To the extent not defined herein, the capitalized terms
        used
        herein have the meanings assigned in the Agreement. This Certificate is issued
        under and is subject to the terms, provisions and conditions of the Agreement,
        to which Agreement the Holder of this Certificate by virtue of the acceptance
        hereof assents and by which such Holder is bound.

       


      
        
          
          

        

        
          A-1-2

          
            

          

        

        
          
          

        

      


      


       

      Pursuant
        to the terms of the Agreement, a distribution will be made on the 25th day
        of
        each month or, if such 25th day is not a Business Day, the Business Day
        immediately following (the “Distribution Date”), commencing as described in the
        Agreement, to the Person in whose name this Certificate is registered at
        the
        close of business on the last Business Day of the month immediately preceding
        the month of such Distribution Date (the “Record Date”), from the Available
        Distribution Amount in an amount equal to the product of the Percentage Interest
        evidenced by this Certificate and the amount of [interest and] [principal],
        if
        any, required to be distributed to Holders of Class A-____Certificates on
        such
        Distribution Date.

       

      Distributions
        on this Certificate will be made either by the Trustee or by a Paying Agent
        appointed by the Trustee either in immediately available funds (by wire transfer
        or otherwise) for the account of the Person entitled thereto if such Person
        shall have so notified the Trustee or such Paying Agent at least 5 Business
        Days
        prior to the related Record Date, or by check mailed to the address of the
        Person entitled thereto, as such name and address shall appear on the
        Certificate Register.

       

      Notwithstanding
        the above, the final distribution on this Certificate will be made after
        due
        notice of the pendency of such distribution and only upon presentation and
        surrender of this Certificate at the office or agency appointed by the Trustee
        for that purpose in the City and State of New York. The Initial [Certificate
        Principal Balance] [Notional Amount] of this Certificate is set forth above.
        The
        [Certificate Principal Balance] [Notional Amount] hereof will be reduced
        to the
        extent of [distributions allocable to principal and] any Realized Losses
        allocable hereto.

       

      This
        Certificate is one of a duly authorized issue of Certificates issued in several
        Classes designated as Mortgage Pass-Through Certificates of the Series specified
        hereon (herein collectively called the “Certificates”).

       

      The
        Certificates are limited in right of payment to certain collections and
        recoveries respecting the Mortgage Loans, all as more specifically set forth
        herein and in the Agreement. In the event Master Servicer funds are advanced
        with respect to any Mortgage Loan, such advance is reimbursable to the Master
        Servicer, to the extent provided in the Agreement, from related recoveries
        on
        such Mortgage Loan or from other cash that would have been distributable
        to
        Certificateholders.

       


      
        
          
          

        

        
          A-1-3

          
            

          

        

        
          
          

        

      


      As
        provided in the Agreement, withdrawals from the Custodial Account and/or
        the
        Certificate Account created for the benefit of Certificateholders may be
        made by
        the Master Servicer from time to time for purposes other than distributions
        to
        Certificateholders, such purposes including without limitation reimbursement
        to
        the Trustee, the Depositor and the Master Servicer of advances made, or certain
        expenses incurred, by either of them.

       

      The
        Agreement permits, with certain exceptions therein provided, the amendment
        of
        the Agreement and the modification of the rights and obligations of the
        Depositor, the Master Servicer and the Trustee and the rights of the
        Certificateholders under the Agreement at any time by the Depositor, the
        Master
        Servicer and the Trustee with the consent of the Holders of Certificates
        evidencing in the aggregate not less than 66-2/3% of the Percentage Interests
        of
        each Class of Certificates affected thereby. Any such consent by the Holder
        of
        this Certificate shall be conclusive and binding on such Holder and upon
        all
        future holders of this Certificate and of any Certificate issued upon the
        transfer hereof or in exchange herefor or in lieu hereof whether or not notation
        of such consent is made upon the Certificate. The Agreement also permits
        the
        amendment thereof in certain circumstances without the consent of the Holders
        of
        any of the Certificates and, in certain additional circumstances, without
        the
        consent of the Holders of certain Classes of Certificates.

       

      As
        provided in the Agreement and subject to certain limitations therein set
        forth,
        the transfer of this Certificate is registrable in the Certificate Register
        upon
        surrender of this Certificate for registration of transfer at the offices
        or
        agencies appointed by the Trustee, duly endorsed by, or accompanied by an
        assignment in the form below or other written instrument of transfer in form
        satisfactory to the Trustee and the Certificate Registrar duly executed by
        the
        Holder hereof or such Holder’s attorney duly authorized in writing, and
        thereupon one or more new Certificates of authorized denominations evidencing
        the same Class and aggregate Percentage Interest will be issued to the
        designated transferee or transferees.

       

      The
        Certificates are issuable only as registered Certificates without coupons
        in
        Classes and in denominations specified in the Agreement. As provided in the
        Agreement and subject to certain limitations therein set forth, Certificates
        are
        exchangeable for new Certificates of authorized denominations evidencing
        the
        same Class and aggregate Percentage Interest, as requested by the Holder
        surrendering the same.

       

      No
        service charge will be made for any such registration of transfer or exchange,
        but the Trustee may require payment of a sum sufficient to cover any tax
        or
        other governmental charge payable in connection therewith.

       

      The
        Depositor, the Master Servicer, the Trustee and the Certificate Registrar
        and
        any agent of the Depositor, the Master Servicer, the Trustee or the Certificate
        Registrar may treat the Person in whose name this Certificate is registered
        as
        the owner hereof for all purposes, and neither the Depositor, the Master
        Servicer, the Trustee nor any such agent shall be affected by notice to the
        contrary.

       


      
        
          
          

        

        
          A-1-4

          
            

          

        

        
          
          

        

      


      


       

      This
        Certificate shall be governed by and construed in accordance with the laws
        of
        the State of New York.

       

      The
        obligations created by the Agreement in respect of the Certificates and the
        Trust Fund created thereby shall terminate upon the payment to
        Certificateholders of all amounts held by or on behalf of the Trustee and
        required to be paid to them pursuant to the Agreement following the earlier
        of
        (i) the maturity or other liquidation of the last Mortgage Loan subject thereto
        or the disposition of all property acquired upon foreclosure or deed in lieu
        of
        foreclosure of any Mortgage Loan and (ii) the purchase by the Class R
        Certificateholder from the Trust Fund of all remaining Mortgage Loans and
        all
        property acquired in respect of such Mortgage Loans, thereby effecting early
        retirement of the Certificates. The Agreement permits, but does not require,
        the
        Class R Certificateholder to (i) purchase at a price determined as provided
        in
        the Agreement all remaining Mortgage Loans and all property acquired in respect
        of any Mortgage Loan or (ii) purchase in whole, but not in part, all of the
        Certificates from the Holders thereof; provided, that any such option may
        only
        be exercised if the Aggregate [Stated Principal Balance] [Notional Amount]
        of
        the Mortgage Loans as of the Distribution Date upon which the proceeds of
        any
        such purchase are distributed is less than one percent of the Aggregate [Stated
        Principal Balance] [Notional Amount] of the Mortgage Loans at the Cut-off
        Date.

       

      Reference
        is hereby made to the further provisions of this Certificate set forth on
        the
        reverse hereof, which further provisions shall for all purposes have the
        same
        effect as if set forth at this place.

       

      Unless
        the certificate of authentication hereon has been executed by the Trustee,
        by
        manual signature, this Certificate shall not be entitled to any benefit under
        the Agreement or be valid for any purpose.

       


      
        
          
          

        

        
          A-1-5

          
            

          

        

        
          
          

        

      


      IN
        WITNESS WHEREOF, the Trustee has caused this Certificate to be duly
        executed.

       

      


      
        	
                Dated: __________
                  __, 200_

              	
                [NAME
                  OF TRUSTEE],

                as
                  Trustee

              
	 	 
	 	
                By:
                  ________________________________

                Authorized
                  Signatory

              


      

      


      CERTIFICATE
        OF AUTHENTICATION

       

      This
        is
        one of the Class A-____ Certificates referred to in the within-mentioned
        Agreement.

       

      


      
        	 	
                [NAME
                  OF TRUSTEE],

                as
                  Trustee

              
	 	 
	 	
                By:
                  ________________________________

                Authorized
                  Signatory

              


      

      



      
        
          
          

        

        
          A-1-6

          
            

          

        

        
          
          

        

      


      ASSIGNMENT

       

      FOR
        VALUE
        RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s) unto
        _____________________________________ (Please print or typewrite name and
        address including postal zip code of assignee) a Percentage Interest evidenced
        by the within Mortgage Pass-Through Certificate and hereby authorizes the
        transfer of registration of such interest to assignee on the Certificate
        Register of the Trust Fund.

       

      I
        (We)
        further direct the Certificate Registrar to issue a new Certificate of a
        like
        denomination and Class, to the above named assignee and deliver such Certificate
        to the following address: 

       

        
          

        

      

       

        
          

        

      

       

      
        	
                Dated:

              	 	 	
                ___________________________________________

              


      

      Signature
        by or on behalf of assignor

       

      


      Signature
        Guaranteed

       


      
        
          
          

        

        
          A-1-7

          
            

          

        

        
          
          

        

      


      DISTRIBUTION
        INSTRUCTIONS

       

      The
        assignee should include the following for purposes of distribution:

       

      Distributions
        shall be made, by wire transfer or otherwise, in immediately available funds
        to
        ___________________________________for the account of __________________
        account
        number _______________, or, if mailed by check, to ________________________.
        Applicable statements should be mailed
        to____________________________________________.

       

      This
        information is provided by __________________, the assignee named above,
        or
        ________________, as its agent.

       

      


      



      
        
          
          

        

        
          A-1-8

          
            

          

        

        
          
          

        

      



      EXHIBIT
        A-2

       

      FORM
        OF
        CLASS B-_ CERTIFICATES

       

      THIS
        CERTIFICATE IS SUBORDINATED IN RIGHT OF PAYMENT TO THE SENIOR CERTIFICATES
        AND
        THE [CLASS M CERTIFICATES] [THE CLASS B-1 CERTIFICATES] [AND THE CLASS B-2
        CERTIFICATES], AS DESCRIBED IN THE AGREEMENT (AS DEFINED
        BELOW).

       

      SOLELY
        FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A “REGULAR INTEREST”
IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT” AS THOSE TERMS ARE DEFINED,
        RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE OF 1986
        (THE “CODE”).

       

      THIS
        CERTIFICATE HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER THE SECURITIES
        ACT OF
        1933, AS AMENDED, OR THE SECURITIES LAWS OF ANY STATE AND MAY NOT BE RESOLD
        OR
        TRANSFERRED UNLESS IT IS REGISTERED PURSUANT TO SUCH ACT AND LAWS OR IS SOLD
        OR
        TRANSFERRED IN TRANSACTIONS WHICH ARE EXEMPT FROM REGISTRATION UNDER SUCH
        ACT
        AND UNDER APPLICABLE STATE LAW AND IS TRANSFERRED IN ACCORDANCE WITH THE
        PROVISIONS OF SECTION 5.02 OF THE AGREEMENT.

       

      NO
        TRANSFER OF THIS CERTIFICATE MAY BE MADE TO ANY PERSON, UNLESS THE TRANSFEREE
        PROVIDES EITHER A CERTIFICATION PURSUANT TO SECTION 5.02(d) OF THE AGREEMENT
        OR
        AN OPINION OF COUNSEL SATISFACTORY TO THE TRUSTEE THAT THE PURCHASE OF THIS
        CERTIFICATE WILL NOT CONSTITUTE OR RESULT IN A NON-EXEMPT PROHIBITED TRANSACTION
        UNDER SECTION 406 OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974,
        AS
        AMENDED (“ERISA”), OR SECTION 4975 OF THE CODE AND WILL NOT SUBJECT THE MASTER
        SERVICER, THE DEPOSITOR OR THE TRUSTEE TO ANY OBLIGATION OR LIABILITY IN
        ADDITION TO THOSE UNDERTAKEN IN THE AGREEMENT.

       


      
        
          
          

        

        
          A-2-1

          
            

          

        

        
          
          

        

      


      


      
        	
                Certificate
                  No. 1

              	
                _______%
                  Pass-Through Rate

              
	 	 
	
                Class
                  [B-_]

              	
                Aggregate
                  Initial [Certificate Principal Balance] [Notional Amount] of
                  the

                Class
                  [B-_] Certificates:

                $_________________

              
	 	 
	
                Date
                  of Pooling and Servicing

                Agreement
                  and Cut-off Date:

                _____________
                  1, 200_

              	
                Initial
                  [Certificate Principal Balance] [Notional Amount]

                of
                  this Certificate (“Denomination”):

                $______________

              
	 	 
	
                First
                  Distribution Date:

                _____________,
                  200_

              	 
	 	 
	
                Master
                  Servicer:

                [Name
                  of Master Servicer]

              	
                CUSIP:

              
	 	 
	
                Assumed
                  Final Distribution Date:

                _____________,
                  20__

              	
                Percentage
                  Interest of this Certificate:

                100.00%

              
	 	 


      

      


      MORTGAGE
        PASS-THROUGH CERTIFICATE

      SERIES
        200_-_

       

      evidencing
        percentage interest in the distributions allocable to the Class [B-_]
        Certificates with respect to a Trust Fund consisting primarily of a pool
        of
        conforming one- to four- family fixed-rate first lien mortgage loans formed
        and
        sold by BNP PARIBAS MORTGAGE ABS LLC

       

      This
        Certificate is payable solely from the assets of the Trust Fund, and does
        not
        represent an obligation of or interest in BNP Paribas Mortgage ABS LLC, the
        Master Servicer, the Trustee referred to below or any of their affiliates.
        Neither this Certificate nor the underlying Mortgage Loans are guaranteed
        or
        insured by any governmental agency or instrumentality or by [Name of Master
        Servicer], the Master Servicer, the Trustee or any of their affiliates. None
        of
        the Depositor, the Master Servicer or any of their affiliates will have any
        obligation with respect to any certificate or other or obligation secured
        by or
        payable from payments on the Certificates.

       

      This
        certifies that ___________ is the registered owner of the Percentage Interest
        evidenced by this Certificate (obtained by dividing the Initial [Certificate
        Principal Balance] [Notional Amount] of this Certificate by the aggregate
        Initial [Certificate Principal Balance] [Notional Amount] of all Class [B-_]
        Certificates, both as specified above), in certain distributions with respect
        to
        a Trust Fund consisting primarily of a pool of one- to four-family fixed-rate
        first lien 

       


      
        
          
          

        

        
          A-2-2

          
            

          

        

        
          
          

        

      


      mortgage
        loans (the “Mortgage Loans”), formed and sold by BNP Paribas Mortgage ABS LLC
        (hereinafter called the “Company,” which term includes any successor entity
        under the Agreement referred to below). The Trust Fund was created pursuant
        to a
        Pooling and Servicing Agreement dated as specified above (the “Agreement”) among
        the Depositor, the Master Servicer and [Name of Trustee], as trustee (the
        “Trustee”), a summary of certain of the pertinent provisions of which is set
        forth hereafter. To the extent not defined herein, the capitalized terms
        used
        herein have the meanings assigned the Agreement. This Certificate is issued
        under and is subject to the terms, provisions and conditions of the Agreement,
        to which Agreement the Holder of this Certificate by virtue of the acceptance
        hereof assents and by which such Holder is bound.

       

      Pursuant
        to the terms of the Agreement, a distribution will be made on the 25th day
        of
        each month or, if such 25th day is not a Business Day, the Business Day
        immediately following (the “Distribution Date”), commencing as described in the
        Agreement, to the Person in whose name this Certificate is registered at
        the
        close of business on the last Business Day of the month immediately preceding
        the month of such Distribution Date (the “Record Date”), from the Available
        Distribution Amount in an amount equal to the product of the Percentage Interest
        evidenced by this Certificate and the amount (of interest and principal,
        if any)
        required to be distributed to Holders of Class [B-_] Certificates on such
        Distribution Date.

       

      Distributions
        on this Certificate will be made either by the Trustee or by a Paying Agent
        appointed by the Trustee either in immediately available funds (by wire transfer
        or otherwise) for the account of the Person entitled thereto if such Person
        shall have so notified the Trustee or such Paying Agent at least 5 Business
        Days
        prior to the related Record Date, or by check mailed to the address of the
        Person entitled thereto, as such name and address shall appear on the
        Certificate Register.

       

      Notwithstanding
        the above, the final distribution on this Certificate will be made after
        due
        notice of the pendency of such distribution and only upon presentation and
        surrender of this Certificate at the office or agency appointed by the Trustee
        for that purpose in the City and State of New York. The Initial [Certificate
        Principal Balance] [Notional Amount] of this Certificate is set forth above.
        The
        [Certificate Principal Balance] [Notional Amount] hereof will be reduced
        to the
        extent of [the distributions allocable to principal and] any Realized Losses
        allocable hereto.

       

      No
        transfer of this Class [B-_] Certificate will be made unless such transfer
        is
        exempt from the registration requirements of the Securities Act of 1933,
        as
        amended, and any applicable state securities laws or is made in accordance
        with
        said Act and laws. In the event that such a transfer is to be made, (i) the
        Trustee shall require an opinion of counsel acceptable to and in form and
        substance satisfactory to the Trustee that such transfer is exempt (describing
        the applicable exemption and the basis therefor) from or is being made pursuant
        to the registration requirements of the Securities Act of 1933, as amended,
        and
        of any applicable statute of any state and (ii) the transferee and transferor
        shall execute a representation letter in the form described by the Agreement.
        The Holder hereof desiring to effect such transfer shall, and does hereby
        agree
        to, indemnify the Trustee, the Depositor, the Master Servicer and the
        Certificate Registrar acting on behalf of the Trustee against any liability
        that
        may result if the transfer is not so exempt or is not 

       


      
        
          
          

        

        
          A-2-3

          
            

          

        

        
          
          

        

      


      made
        in
        accordance with such Federal and state laws. In connection with any such
        transfer, the Trustee will also require either (i) an opinion of counsel
        acceptable to and in form and substance satisfactory to the Trustee with
        respect
        to the permissibility of such transfer under the Employee Retirement Income
        Security Act of 1974, as amended (“ERISA”) and Section 4975 of the Internal
        Revenue Code (the “Code”) and stating, among other things, that the transferee’s
        acquisition of a Class [B-_] Certificate will not constitute or result in
        a
        non-exempt prohibited transaction under Section 406 of ERISA or Section 4975
        of
        the Code or (ii) a representation letter, in the form as described by the
        Agreement, either stating that the transferee is not an employee benefit
        or
        other plan subject to the prohibited transaction provisions of ERISA or Section
        4975 of the Code (a “Plan”), or any other person (including an investment
        manager, a named fiduciary or a trustee of any Plan) acting, directly or
        indirectly, on behalf of or purchasing any Certificate with “plan assets” of any
        Plan, or stating that the transferee is an insurance company, the source
        of
        funds to be used by it to purchase the Certificate is an “insurance company
        general account” (within the meaning of Department of Labor Prohibited
        Transaction Class Exemption (“PTCE”) 95-60), and the purchase is being made in
        reliance upon the availability of the exemptive relief afforded under Sections
        I
        and III of PTCE 95-60.

       

      This
        Certificate is one of a duly authorized issue of Certificates issued in several
        Classes designated as Mortgage Pass-Through Certificates of the Series specified
        hereon (herein collectively called the “Certificates”).

       

      The
        Certificates are limited in right of payment to certain collections and
        recoveries respecting the Mortgage Loans, all as more specifically set forth
        herein and in the Agreement. In the event Master Servicer funds are advanced
        with respect to any Mortgage Loan, such advance is reimbursable to the Master
        Servicer, to the extent provided in the Agreement, from related recoveries
        on
        such Mortgage Loan or from other cash that would have been distributable
        to
        Certificateholders.

       

      As
        provided in the Agreement, withdrawals from the Custodial Account and/or
        the
        Certificate Account created for the benefit of Certificateholders may be
        made by
        the Master Servicer from time to time for purposes other than distributions
        to
        Certificateholders, such purposes including without limitation reimbursement
        to
        the Trustee, the Depositor and the Master Servicer of advances made, or certain
        expenses incurred, by either of them.

       

      The
        Agreement permits, with certain exceptions therein provided, the amendment
        of
        the Agreement and the modification of the rights and obligations of the
        Depositor, the Master Servicer and the Trustee and the rights of the
        Certificateholders under the Agreement at any time by the Depositor, the
        Master
        Servicer and the Trustee with the consent of the Holders of Certificates
        evidencing in the aggregate not less than 66-2/3% of the Percentage Interests
        of
        each Class of Certificates affected thereby. Any such consent by the Holder
        of
        this Certificate shall be conclusive and binding on such Holder and upon
        all
        future holders of this Certificate and of any Certificate issued upon the
        transfer hereof or in exchange herefor or in lieu hereof whether or not notation
        of such consent is made upon the Certificate. The Agreement also permits
        the
        amendment thereof in certain circumstances without the consent of the Holders
        of
        any of the Certificates and, in certain additional circumstances, without
        the
        consent of the Holders of certain Classes of Certificates.

       


      
        
          
          

        

        
          A-2-4

          
            

          

        

        
          
          

        

      


      


       

      As
        provided in the Agreement and subject to certain limitations therein set
        forth,
        the transfer of this Certificate is registrable in the Certificate Register
        upon
        surrender of this Certificate for registration of transfer at the offices
        or
        agencies appointed by the Trustee, duly endorsed by, or accompanied by an
        assignment in the form below or other written instrument of transfer in form
        satisfactory to the Trustee and the Certificate Registrar duly executed by
        the
        Holder hereof or such Holder’s attorney duly authorized in writing, and
        thereupon one or more new Certificates of authorized denominations evidencing
        the same Class and aggregate Percentage Interest will be issued to the
        designated transferee or transferees.

       

      The
        Certificates are issuable only as registered Certificates without coupons
        in
        Classes and in denominations specified in the Agreement. As provided in the
        Agreement and subject to certain limitations therein set forth, Certificates
        are
        exchangeable for new Certificates of authorized denominations evidencing
        the
        same Class and aggregate Percentage Interest, as requested by the Holder
        surrendering the same.

       

      No
        service charge will be made for any such registration of transfer or exchange,
        but the Trustee may require payment of a sum sufficient to cover any tax
        or
        other governmental charge payable in connection therewith.

       

      The
        Depositor, the Master Servicer, the Trustee and the Certificate Registrar
        and
        any agent of the Depositor, the Master Servicer, the Trustee or the Certificate
        Registrar may treat the Person in whose name this Certificate is registered
        as
        the owner hereof for all purposes, and neither the Depositor, the Master
        Servicer, the Trustee nor any such agent shall be affected by notice to the
        contrary.

       

      This
        Certificate shall be governed by and construed in accordance with the laws
        of
        the State of New York.

       

      The
        obligations created by the Agreement in respect of the Certificates and the
        Trust Fund created thereby shall terminate upon the payment to
        Certificateholders of all amounts held by or on behalf of the Trustee and
        required to be paid to them pursuant to the Agreement following the earlier
        of
        (i) the maturity or other liquidation of the last Mortgage Loan subject thereto
        or the disposition of all property acquired upon foreclosure or deed in lieu
        of
        foreclosure of any Mortgage Loan and (ii) the purchase by the Class R
        Certificateholder from the Trust Fund of all remaining Mortgage Loans and
        all
        property acquired in respect of such Mortgage Loans, thereby effecting early
        retirement of the Certificates. The Agreement permits, but does not require,
        the
        Class R Certificateholder to (i) purchase at a price determined as provided
        in
        the Agreement all remaining Mortgage Loans and all property acquired in respect
        of any Mortgage Loan or (ii) purchase in whole, but not in part, all of the
        Certificates from the Holders thereof; provided, that any such option may
        only
        be exercised if the Aggregate [Stated Principal Balance] [Notional Amount]
        of
        the Mortgage Loans as of the Distribution Date upon which the proceeds of
        any
        such purchase are distributed is less than one percent of the Aggregate [Stated
        Principal Balance] [Notional Amount] of the Mortgage Loans at the Cut-off
        Date.

       


      
        
          
          

        

        
          A-2-5

          
            

          

        

        
          
          

        

      


      


       

      Unless
        the certificate of authentication hereon has been executed by the Trustee,
        by
        manual signature, this Certificate shall not be entitled to any benefit under
        the Agreement or be valid for any purpose.

       


      
        
          
          

        

        
          A-2-6

          
            

          

        

        
          
          

        

      


      IN
        WITNESS WHEREOF, the Trustee has caused this Certificate to be duly
        executed.

       

      


      
        	
                Dated: ___________
                  __, 200_

              	
                [NAME
                  OF TRUSTEE],

                as
                  Trustee

              
	 	 
	 	
                By:_____________________________

                Authorized
                  Signatory

              


      

      


      CERTIFICATE
        OF AUTHENTICATION

       

      This
        is
        one of the Class [B-_] Certificates referred to in the within-mentioned
        Agreement.

       

      


      
        	 	
                [NAME
                  OF TRUSTEE],

                as
                  Trustee

              
	 	 
	 	
                By:_______________________________

                Authorized
                  Signatory

              


      

      



      
        
          
          

        

        
          A-2-7

          
            

          

        

        
          
          

        

      


      ASSIGNMENT

       

      FOR
        VALUE
        RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s) unto
        _____________________________________ (Please print or typewrite name and
        address including postal zip code of assignee) a Percentage Interest evidenced
        by the within Mortgage Pass-Through Certificate and hereby authorizes the
        transfer of registration of such interest to assignee on the Certificate
        Register of the Trust Fund.

       

      I
        (We)
        further direct the Certificate Registrar to issue a new Certificate of a
        like
        denomination and Class, to the above named assignee and deliver such Certificate
        to the following address

       

      
        
          

        

      

       

        
          

        

      

       

      Dated:   ___________________________________________

      Signature
        by or on behalf of assignor

       


      
        
          
          

        

        
          A-2-8

          
            

          

        

        
          
          

        

      


      DISTRIBUTION
        INSTRUCTIONS

       

      The
        assignee should include the following for purposes of distribution:

       

      Distributions
        shall be made, by wire transfer or otherwise, in immediately available funds
        to
        ___________________________________________________________________________

      _____________________________________________________________________________

      for
        the
        account of
        ______________________________________________________________,

      account
        number __________________, or, if mailed by check, to
        ________________________.

      Applicable
        statements should be mailed to
        ___________________________________________

      _____________________________________________________________________________.

       

      This
        information is provided by
        ___________________________________________________,

      the
        assignee named above, or
        _____________________________________________________,

      as
        its
        agent.

       

      


      



      
        
          
          

        

        
          A-2-9

          
            

          

        

        
          
          

        

      



      EXHIBIT
        B

       

      FORM
        OF
        CLASS R CERTIFICATE

       

      THIS
        CERTIFICATE MAY NOT BE HELD BY OR TRANSFERRED TO A NON-UNITED STATES PERSON
        OR A
        DISQUALIFIED ORGANIZATION (AS DEFINED BELOW).

       

      SOLELY
        FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE REPRESENTS A “RESIDUAL
        INTEREST” IN ONE OR MORE “REAL ESTATE MORTGAGE INVESTMENT CONDUITS” AS THOSE
        TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL
        REVENUE CODE OF 1986 (THE “CODE”).

       

      NO
        TRANSFER OF THIS CERTIFICATE MAY BE MADE TO ANY PERSON, UNLESS THE TRANSFEREE
        PROVIDES EITHER A CERTIFICATION PURSUANT TO SECTION 5.02(e) OF THE AGREEMENT
        OR
        AN OPINION OF COUNSEL SATISFACTORY TO THE MASTER SERVICER, THE DEPOSITOR
        AND THE
        TRUSTEE THAT THE PURCHASE OF THIS CERTIFICATE IS PERMISSIBLE UNDER APPLICABLE
        LAW, WILL NOT CONSTITUTE OR RESULT IN A NON-EXEMPT PROHIBITED TRANSACTION
        UNDER
        SECTION 406 OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED
        (“ERISA”), OR SECTION 4975 OF THE CODE AND WILL NOT SUBJECT THE MASTER SERVICER,
        THE DEPOSITOR OR THE TRUSTEE TO ANY OBLIGATION OR LIABILITY IN ADDITION TO
        THOSE
        UNDERTAKEN IN THE POOLING AND SERVICING AGREEMENT (THE
“AGREEMENT”).

       


      
        
          
          

        

        
          B-1

          
            

          

        

        
          
          

        

      


      


       

      ANY
        RESALE, TRANSFER OR OTHER DISPOSITION OF THIS CERTIFICATE MAY BE MADE ONLY
        IF
        THE PROPOSED TRANSFEREE PROVIDES A TRANSFER AFFIDAVIT TO THE MASTER SERVICER
        AND
        THE TRUSTEE THAT (1) SUCH TRANSFEREE IS NOT (A) THE UNITED STATES, ANY STATE
        OR
        POLITICAL SUBDIVISION THEREOF, ANY FOREIGN GOVERNMENT, ANY INTERNATIONAL
        ORGANIZATION, OR ANY AGENCY OR INSTRUMENTALITY OF ANY OF THE FOREGOING, (B)
        ANY
        ORGANIZATION (OTHER THAN A COOPERATIVE DESCRIBED IN SECTION 521 OF THE CODE)
        WHICH IS EXEMPT FROM THE TAX IMPOSED BY CHAPTER 1 OF THE CODE UNLESS SUCH
        ORGANIZATION IS SUBJECT TO THE TAX IMPOSED BY SECTION 511 OF THE CODE, (C)
        ANY
        ORGANIZATION DESCRIBED IN SECTION 1381(a)(2)(C) OF THE CODE, (ANY SUCH PERSON
        DESCRIBED IN THE FOREGOING CLAUSES (A), (B) OR (C) BEING HEREIN REFERRED
        TO AS A
“DISQUALIFIED ORGANIZATION”) OR (D) AN AGENT OF A DISQUALIFIED ORGANIZATION, (2)
        NO PURPOSE OF SUCH TRANSFER IS TO IMPEDE THE ASSESSMENT OR COLLECTION OF
        TAX AND
        (3) SUCH TRANSFEREE SATISFIES CERTAIN ADDITIONAL CONDITIONS RELATING TO THE
        FINANCIAL CONDITION OF THE PROPOSED TRANSFEREE. NOTWITHSTANDING THE REGISTRATION
        IN THE CERTIFICATE REGISTER OR ANY TRANSFER, SALE OR OTHER DISPOSITION OF
        THIS
        CERTIFICATE TO A DISQUALIFIED ORGANIZATION OR AN AGENT OF A DISQUALIFIED
        ORGANIZATION, SUCH REGISTRATION SHALL BE DEEMED TO BE OF NO LEGAL FORCE OR
        EFFECT WHATSOEVER AND SUCH PERSON SHALL NOT BE DEEMED TO BE A CERTIFICATEHOLDER
        FOR ANY PURPOSE HEREUNDER, INCLUDING, BUT NOT LIMITED TO, THE RECEIPT OF
        DISTRIBUTIONS ON THIS CERTIFICATE, EACH HOLDER OF THIS CERTIFICATE BY ACCEPTANCE
        OF THIS CERTIFICATE SHALL BE DEEMED TO HAVE CONSENTED TO THE PROVISIONS OF
        THIS
        PARAGRAPH.

       


      
        
          
          

        

        
          B-2

          
            

          

        

        
          
          

        

      


      


      
        	
                Certificate
                  No. 1

              	
                _______%
                  Pass-Through Rate

              
	 	 
	
                Class
                  R Senior

              	 
	 	 
	
                Date
                  of Pooling and, Servicing

                Agreement
                  and Cut-off Date:

                ______________
                  1, 200_

              	
                Percentage
                  Interest: 100.00%

              
	 	 
	
                First
                  Distribution Date:

                ______________,
                  200_

              	
                Aggregate
                  Initial [Certificate Principal Balance] [Notional Amount] of the
                  Class
                  R Certificates: $_________________

              
	 	 
	
                Master
                  Servicer:

                [Name
                  of Master Servicer]

              	
                Initial
                  [Certificate Principal Balance] [Notional Amount] of this Class
                  R Certificates: $_________________

              
	 	 
	
                Assumed
                  Final Distribution Date:

                ______________,
                  20__

              	
                CUSIP:

              
	 	 


      

      


      MORTGAGE
        PASS-THROUGH CERTIFICATE

      SERIES
        20_-_

       

      evidencing
        a percentage interest in any distributions allocable to the Class R Certificates
        with respect to a Trust Fund consisting primarily of a pool of one- to
        four-family fixed-rate first lien mortgage loans formed and sold by BNP PARIBAS
        MORTGAGE ABS LLC

       

      This
        Certificate is payable solely from the assets of the Trust Fund, and does
        not
        represent an obligation of or interest in BNP Paribas Mortgage ABS LLC, the
        Master Servicer, the Trustee referred to below or any of their affiliates.
        Neither this Certificate nor the underlying Mortgage Loans are guaranteed
        or
        insured by any governmental agency or instrumentality or by [Name of Master
        Servicer], the Master Servicer, the Trustee or any of their affiliates. None
        of
        the Depositor, the Master Servicer or any of their affiliates will have any
        obligation with respect to any certificate or other obligation secured by
        or
        payable from payments on the Certificates.

       


      
        
          
          

        

        
          B-3

          
            

          

        

        
          
          

        

      


      


       

      This
        certifies that ________________ is the registered owner of the Percentage
        Interest evidenced by this Certificate stated above in certain distributions
        with respect to a Trust Fund, consisting primarily of a pool of one- to
        four-family fixed-rate first lien mortgage loans (the “Mortgage Loans”), formed
        and sold by BNP Paribas Mortgage ABS LLC (hereinafter called the “Company,”
which term includes any successor entity under the Agreement referred to
        below).
        The Trust Fund was created pursuant to a Pooling and Servicing Agreement
        dated
        as specified above (the “Agreement”) among the Depositor, the Master Servicer
        and [Name of Trustee], as trustee (the “Trustee”), a summary of certain of the
        pertinent provisions of which is set forth hereafter. To the extent not defined
        herein, the capitalized terms used herein have the meanings assigned in the
        Agreement. This Certificate is issued under and is subject to the terms,
        provisions and conditions of the Agreement, to which Agreement the Holder
        of
        this Certificate by virtue of the acceptance hereof assents and by which
        such
        Holder is bound.

       

      Pursuant
        to the terms of the Agreement, a distribution will be made on the 25th day
        of
        each month or, if such 25th day is not a Business Day, the Business Day
        immediately following (the Distribution Date”), commencing as described in the
        Agreement, to the Person in whose name this Certificate is registered at
        the
        close of business on the last Business Day of the month immediately preceding
        the month of such Distribution Date (the “Record Date”), from the Available
        Distribution Amount in an amount equal to the product of the Percentage Interest
        evidenced by this Certificate and the amount of interest and principal, if
        any ,
        required to be distributed to Holders of Class R Certificates on such
        Distribution Date.

       

      Each
        Holder of this Certificate will be deemed to have agreed to be bound by the
        restrictions set forth in the Agreement to the effect that (i) each person
        holding or acquiring any Ownership Interest in this Certificate must be a
        United
        States Person and a Permitted Transferee, (ii) the transfer of any Ownership
        Interest in this Certificate will be conditioned upon the delivery to the
        Trustee of, among other things, an affidavit to the effect that it is a United
        States Person and Permitted Transferee, (iii) any attempted or purported
        transfer of any Ownership Interest in this Certificate in violation of such
        restrictions will be absolutely null and void and will vest no rights in
        the
        purported transferee, and (iv) if any person other than a United States Person
        and a Permitted Transferee acquires any Ownership Interest in this Certificate
        in violation of such restrictions, then the Depositor will have the right,
        in
        its sole discretion and without notice to the Holder of this Certificate,
        to
        sell this Certificate to a purchaser selected by the Depositor, which purchaser
        may be the Depositor, or any affiliate of the Depositor, on such terms and
        conditions as the Depositor may choose.

       

      Notwithstanding
        the above, the final distribution on this Certificate will be made after
        due
        notice of the pendency of such distribution and only upon presentation and
        surrender of this Certificate at the office or agency appointed by the Trustee
        for that purpose in the City and State of New York. The Initial [Certificate
        Principal Balance] [Notional Amount] of this Certificate is set forth above.
        The
        [Certificate Principal Balance] [Notional Amount] hereof will be reduced
        to the
        extent of [distributions allocable to principal] and any Realized Losses
        allocable hereto. Notwithstanding the reduction of the [Certificate Principal
        Balance] [Notional Amount] hereof to zero, this Certificate will remain
        outstanding under the Agreement and the Holder hereof may have additional
        obligations with respect to this Certificate, including tax liabilities,
        and may
        be entitled to certain additional distributions hereon, in accordance with
        the
        terms and provisions of the Agreement.

       


      
        
          
          

        

        
          B-4

          
            

          

        

        
          
          

        

      


      


       

      In
        connection with any transfer of this Certificate, the Trustee will also require
        either (i) an opinion of counsel acceptable to and in form and substance
        satisfactory to the Trustee with respect to the permissibility of such transfer
        under the Employee Retirement Income Security Act of 1974, as amended (“ERISA”)
        and Section 4975 of the Internal Revenue Code (the “Code”) and stating, among
        other things, that the transferee’s acquisition of a Class R Certificate will
        not constitute or result in a non-exempt prohibited transaction under Section
        406 of ERISA or Section 4975 of the Code or (ii) a representation letter,
        in the
        form as described by the Agreement, stating that the transferee is not an
        employee benefit or other plan subject to the prohibited transaction provisions
        of ERISA or Section 4975 of the Code (a “Plan”), or any other person (including
        an investment manager, a named fiduciary or a trustee of any Plan) acting,
        directly or indirectly, on behalf of or purchasing any Certificate with “plan
        assets” of any Plan.

       

      This
        Certificate is one of a duly authorized issue of Certificates issued in several
        Classes designated as Mortgage Pass-Through Certificates of the Series specified
        hereon (herein collectively called the “Certificates”).

       

      The
        Certificates are limited in right of payment to certain collections and
        recoveries respecting the Mortgage Loans, all as more specifically set forth
        herein and in the Agreement. In the event Master Servicer funds are advanced
        with respect to any Mortgage Loan, such advance is reimbursable to the Master
        Servicer, to the extent provided in the Agreement, from related recoveries
        on
        such Mortgage Loan or from other cash that would have been distributable
        to
        Certificateholders.

       

      As
        provided in the Agreement, withdrawals from the Custodial Account and/or
        the
        Certificate Account created for the benefit of Certificateholders may be
        made by
        the Master Servicer from time to time for purposes other than distributions
        to
        Certificateholders, such purposes including without limitation reimbursement
        to
        the Trustee, the Depositor and the Master Servicer of advances made, or certain
        expenses incurred, by either of them.

       

      The
        Agreement permits, with certain exceptions therein provided, the amendment
        of
        the Agreement and the modification of the rights and obligations of the
        Depositor, the Master Servicer and the Trustee and the rights of the
        Certificateholders under the Agreement at any time by the Depositor, the
        Master
        Servicer and the Trustee with the consent of the Holders of Certificates
        evidencing in the aggregate not less than 66-2/3% of the Percentage Interests
        of
        each Class of Certificates affected thereby. Any such consent by the Holder
        of
        this Certificate shall be conclusive and binding on such Holder and upon
        all
        future holders of this Certificate and of any Certificate issued upon the
        transfer hereof or in exchange herefor or in lieu hereof whether or not notation
        of such consent is made upon the Certificate. The Agreement also permits
        the
        amendment thereof in certain circumstances without the consent of the Holders
        of
        any of the Certificates and, in certain additional circumstances, without
        the
        consent of the Holders of certain Classes of Certificates.

       


      
        
          
          

        

        
          B-5

          
            

          

        

        
          
          

        

      


      


       

      As
        provided in the Agreement and subject to certain limitations therein set
        forth,
        the transfer of this Certificate is registrable in the Certificate Register
        upon
        surrender of this Certificate for registration of transfer at the offices
        or
        agencies appointed by the Trustee, duly endorsed by, or accompanied by an,
        assignment in the form below or other written instrument of transfer in form
        satisfactory to the Trustee and the Certificate Registrar duly executed by
        the
        Holder hereof or such Holder’s attorney duly authorized in writing, and
        thereupon one or more new Certificates of authorized denominations evidencing
        the same Class and aggregate Percentage Interest will be issued to the
        designated transferee or transferees.

       

      The
        Certificates are issuable only as registered Certificates without coupons
        in
        Classes and in denominations specified in the Agreement. As provided in the
        Agreement and subject to certain limitations therein, set forth, Certificates
        are exchangeable for new Certificates of authorized denominations evidencing
        the
        same Class and aggregate Percentage Interest, as requested by the Holder
        surrendering the same.

       

      No
        service charge will be made for any such registration of transfer or exchange,
        but the Trustee may require payment of a sum sufficient to cover any tax
        or
        other governmental charge payable in connection therewith.

       

      The
        Depositor, the Master Servicer, the Trustee and the Certificate Registrar
        and
        any agent of the Depositor, the Master Servicer, the Trustee or the Certificate
        Registrar may treat the Person in whose name this Certificate is registered
        as
        the owner hereof for all purposes, and neither the Depositor, the Master
        Servicer, the Trustee nor any such agent shall be affected by notice to the
        contrary.

       

      This
        Certificate shall be governed by and construed in accordance with the laws
        of
        the State of New York.

       

      The
        obligations created by the Agreement in respect of the Certificates and the
        Trust Fund created thereby shall terminate upon the payment to
        Certificateholders of all amounts held by or on behalf of the Trustee and
        required to be paid to them pursuant to the Agreement following the earlier
        of
        (i) the maturity or other liquidation of the last Mortgage Loan subject thereto
        or the disposition of all property acquired upon foreclosure or deed in lieu
        of
        foreclosure of any Mortgage Loan and (ii) the purchase by the Class R
        Certificateholder from the Trust Fund of all remaining Mortgage Loans and
        all
        property acquired in respect of such Mortgage Loans, thereby effecting early
        retirement of the Certificates. The Agreement permits, but does not require,
        the
        Class R Certificateholder to (i) purchase at a price determined as provided
        in
        the Agreement all remaining Mortgage Loans and all property acquired in respect
        of any Mortgage Loan or (ii) purchase in whole, but not in part, all of the
        Certificates from the Holders thereof; provided, that any such option may
        only
        be exercised if the Aggregate [Stated Principal Balance] [Notional Amount]
        of
        the Mortgage Loans as of the Distribution Date upon which the proceeds of
        any
        such purchase are distributed is less than one percent of the Aggregate [Stated
        Principal Balance] [Notional Amount] of the Mortgage Loans at the Cut-off
        Date.

       


      
        
          
          

        

        
          B-6

          
            

          

        

        
          
          

        

      


      


       

      Reference
        is hereby made to the further provisions of this Certificate set forth on
        the
        reverse hereof, which further provisions shall for all purpose have the same
        effect as if set forth at this place.

       

      Unless
        the certificate of authentication hereon has been executed by the Trustee,
        by
        manual signature, this Certificate shall not be entitled to any benefit under
        the Agreement or be valid for any purpose.

       


      
        
          
          

        

        
          B-7

          
            

          

        

        
          
          

        

      


      IN
        WITNESS WHEREOF, the Trustee has caused this Certificate to be duly
        executed.

       

      


      
        	
                Dated: _________
                  __, 200_

              	
                [NAME
                  OF TRUSTEE],

                as
                  Trustee

              
	 	 
	 	
                By:_________________________________

                Authorized
                  Signatory

              


      

      


      CERTIFICATE
        OF AUTHENTICATION

       

      This
        is
        one of the Class R Certificates referred to in the within-mentioned
        Agreement.

      


      
        	 	
                [NAME
                  OF TRUSTEE],

                as
                  Trustee

              
	 	 
	 	
                By:__________________________________

                Authorized
                  Signatory

              


      

      



      
        
          
          

        

        
          B-8

          
            

          

        

        
          
          

        

      


      ASSIGNMENT

       

      FOR
        VALUE
        RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s)
        unto

      _____________________________________________________________________________

      _____________________________________________________________________________

      


      (PLEASE
        PRINT OR TYPEWRITE NAME AND ADDRESS INCLUDING POSTAL ZIP CODE OF
        ASSIGNEE)

       

      the
        Percentage Interest evidenced by the within Certificate and hereby authorizes
        the transfer of registration of such Percentage Interest to assignee on the
        Certificate Register of the Trust.

       

      I
        (We)
        further direct the Trustee to issue a new Certificate of a like denomination
        and
        Class, to the above named assignee and deliver such Certificate to the following
        address:

      _____________________________________________________________________________

      


      Dated:
        _________________

       

      


      Signature
        by or on behalf of assignor

       


      
        
          
          

        

        
          B-9

          
            

          

        

        
          
          

        

      


      DISTRIBUTION
        INSTRUCTIONS

       

      The
        assignee should include the following for purposes of distribution:

       

      Distributions
        shall be made, by wire transfer or otherwise, in immediately available funds
        to
        ___________________________________________________________________________

      _____________________________________________________________________________

      for
        the
        account of
        ______________________________________________________________,

      account
        number __________________, or, if mailed by check, to
        ________________________.

      Applicable
        statements should be mailed to
        ___________________________________________

      _____________________________________________________________________________.

       

      This
        information is provided by
        ___________________________________________________,

      the
        assignee named above, or
        _____________________________________________________,

      as
        its
        agent.

       

      


      


       


      
        
          
          

        

        
          B-10

          
            

          

        

        
          
          

        

      



      EXHIBIT
        C

       

      FORM
        OF
        TRUSTEE’S INITIAL CERTIFICATION

       

      __________
        __, 200_

       

      [Name
        of
        Master Servicer]

      _____________________

      _____________________

       

      
        	 	
                Re:

              	
                Pooling
                  and Servicing Agreement, dated as of __________ 1, 200_ among BNP
                  Paribas
                  Mortgage ABS LLC, [Name of Master Servicer], and [Name of Trustee],
                  Mortgage Pass-Through Certificates Series
                  200_-_

              


      

      


      Ladies
        and Gentlemen:

       

      In
        accordance with Section 2.02 of the above-captioned Pooling and Servicing
        Agreement, the undersigned, as Trustee, hereby certifies that as to each
        Mortgage Loan listed in the Mortgage Loan Schedule (other than any Mortgage
        Loan
        paid in full or listed on the attachment hereto) it has reviewed the Mortgage
        File and the Mortgage Loan Schedule and has determined that: (i) all documents
        required to be included in the Mortgage File are in its possession; (ii)
        such
        documents have reviewed by it and appear regular on their face and relate
        to
        such Mortgage Loan; and (iii) base on examination by it, and only as to such
        documents, the information set forth in items (i), (ii), (iii) (iv) of the
        definition or description of “Mortgage Loan Schedule” is correct.

       

      The
        trustee has made no independent examination of any documents contained in
        each
        Mortgage File beyond the review specifically required in the above-referenced
        Pooling and Servicing Agreement. The Trustee makes no representation that
        any
        documents specified in clause (vi) of Section 2.01 should be included in
        any
        Mortgage File. The Trustee makes no representations as to and shall not be
        responsible to verify: (i) the validity, legality, sufficiency, enforceability,
        due authorization, recordability or genuineness of any of the documents
        contained in each Mortgage File of any of the Mortgage Loans identified on
        the
        Mortgage Loan Schedule, (ii) the collectability, insurability, effectiveness
        or
        suitability of any such Mortgage Loan, or (iii) the existence of any assumption,
        modification, written assurance or substitution agreement with respect to
        any
        Mortgage File if no such documents appear in the Mortgage File delivered
        to the
        Trustee.

       


      
        
          
          

        

        
          C-1

          
            

          

        

        
          
          

        

      


      Capitalized
        words and phrases used herein shall have the respective meanings assigned
        to
        them in the above-captioned Pooling and Servicing Agreement.

       

      [NAME
        OF
        TRUSTEE]

       

      By:______________________________

      Name:

      Title:

      


      


       


      
        
          
          

        

        
          C-2

          
            

          

        

        
          
          

        

      



      EXHIBIT
        D

       

      FORM
        OF
        TRUSTEE FINAL CERTIFICATION

       

      __________
        __, 200_

       

      [Name
        of
        Master Servicer]

      _____________________

      _____________________

       

      
        	 	
                Re:

              	
                Pooling
                  and Servicing Agreement, dated as of __________ 1, 200_ among BNP
                  Paribas
                  Mortgage ABS LLC, [Name of Master Servicer], and [Name of Trustee],
                  Mortgage Pass-Through Certificates Series
                  200_-_

              


      

      


      Ladies
        and Gentlemen:

       

      In
        accordance with Section 2.02 of the above-captioned Pooling and Servicing
        Agreement, the undersigned, as Trustee, hereby certifies that as to each
        Mortgage Loan listed in the Mortgage Loan Schedule (other than any Mortgage
        Loan
        paid in full or listed on the attachment hereto) it has received the documents
        set forth in Section 2.01.

       

      The
        Trustee has made no independent examination of any documents contained in
        each
        Mortgage File beyond the review specifically required in the above-referenced
        Pooling and Servicing Agreement. The Trustee makes no representation that
        any
        documents specified in clause (vi) of Section 2.01 should be included in
        any
        Mortgage File. The Trustee makes no representations as to and shall not be
        responsible to verify: (i) the validity, legality, sufficiency, enforceability,
        due authorization, recordability or genuineness of any of the documents
        contained in each Mortgage File of any of the Mortgage Loans identified on
        the
        Mortgage Loan Schedule, (ii) the collectability, insurability, effectiveness
        or
        suitability of any such Mortgage Loan or (iii) the existence of any assumption,
        modification, written assurance or substitution agreement with respect to
        any
        Mortgage File if no such documents appear in the Mortgage File delivered
        to the
        Trustee.

       

      Capitalized
        words and phrases used herein shall have the respective meanings assigned
        to
        them in, the above-captioned Pooling and Servicing Agreement.

       

      [NAME
        OF
        TRUSTEE]

       

      By:_________________________________

      Name:

      Title:

      


      


       


      
        
          
          

        

        
          D-1

          
            

          

        

        
          
          

        

      



      EXHIBIT
        E

       

      FORM
        OF
        REMITTANCE REPORT

       

      (PROVIDED
        UPON REQUEST)

       

      


      


       


      
        
          
          

        

        
          E-1

          
            

          

        

        
          
          

        

      



      EXHIBIT
        F-1

       

      REQUEST
        FOR RELEASE

      (FOR
        TRUSTEE)

       

      Loan
        Information

       

      
        	 	
                Name
                  of Mortgagor:

              	
                ___________________________________

              
	 	
                Master
                  Servicer

              	 
	 	
                Loan
                  No.:

              	
                ___________________________________

              


      

      Trustee

       

      
        	 	
                Name:

              	
                ___________________________________

              
	 	
                Address:

              	
                ___________________________________

              
	 	 	 
	 	
                Trustee

              	 
	 	
                Mortgage
                  File No.:

              	
                ___________________________________

              
	 	 	 


      

      Request
        for Requesting Documents
        (check
        one):

       

      
        
          	
                  1.

                	 	
                  Mortgage
                    Loan Liquidated.

                


        

        
          	 	 	 


        

      

      (The
        Master Servicer hereby certifies that all proceeds of foreclosure, insurance
        or
        other liquidation have been finally received and deposited into the Custodial
        Account to the extent required pursuant to the Pooling and Servicing
        Agreement.)

       

      
        	
                2.

              	 	
                Mortgage
                  Loan in Foreclosure.

              


      

      
         

        
          	
                  3.

                	 	
                  Mortgage
                    Loan Repurchased Pursuant to Section 9.01 of the Pooling and
                    Servicing
                    Agreement.

                


        

      

       

      
        
          	
                  4.

                	 	
                  Mortgage
                    Loan Repurchased Pursuant to Article II of the Pooling and Servicing
                    Agreement.

                


        

        
          	 	 	 


        

      

      (The
        Master Servicer hereby certifies that the repurchase price has been deposited
        into the Custodial Account pursuant to the Pooling and Servicing
        Agreement.)

       


      
        
          
          

        

        
          F-1-1

          
            

          

        

        
          
          

        

      


      
        	
                5.

              	 	
                Other
                  (explain).

              


      

       

      
        
          

        

        
          

        

        
          

        

        
          

        

        
          

        

        
          

        



      The
        undersigned Master Servicer hereby acknowledges that it has received from
        the
        Trustee for the Holders of BNP Paribas Mortgage ABS LLC, Mortgage Pass-Through
        Certificates, Series 200_-_, the documents referred to below (the “Documents”).
        All capitalized terms not otherwise defined in this Request for Release shall
        have the meanings given them in the Pooling and Servicing Agreement, dated
        as of
        __________ 1, 200_ (the “Pooling and Servicing Agreement”), among BNP Paribas
        Mortgage ABS LLC, [Name of Master Servicer] and the Trustee.

       

      
        	
                (
                  )

              	 	
                Promissory
                  Note dated _________________, 200_, in the original principal sum
                  of
                  $__________, made by __________________, payable to, or endorsed
                  to the
                  order of, the Trustee.

              


      

       

      
        	
                (
                  )

              	 	
                Mortgage
                  recorded on _________________________ as instrument no. ___________
                  in the
                  County Recorders Office of the County of ______________________,
                  State of
                  _____________________ in book/reel/docket of official records at
                  page/image _______________.

              


      

       

      
        	
                (
                  )

              	 	
                Deed
                  of Trust recorded on ____________________ as instrument no._____________
                  in the County Recorder’s Office of the County of ______________________,
                  State of _____________________in book/reel/docket __________________
                  of
                  official records at page/image
                  ________________.

              


      

       

      
        	
                (
                  )

              	 	
                Assignment
                  of Mortgage or Deed of Trust to the Trustee, recorded on _______________
                  as instrument no. ______________ in the County Recorder’s Office of the
                  County of ________________, State of ___________________ in
                  book/reel/docket ____________ of official records at page/image
                  ___________.

              


      

       

      
        	
                (
                  )

              	 	
                Other
                  documents, including any amendments, assignments or other assumptions
                  of
                  the Mortgage Note or Mortgage.

              


      

       

      
        	 	
                (
                  )

              	
                ____________________________________

              


      

       

      
        	 	
                (
                  )

              	
                ____________________________________

              


      

       

      
        	 	
                (
                  )

              	
                ____________________________________

              


      

       

      
        	 	
                (
                  )

              	
                ____________________________________

              


      

       


      
        
          
          

        

        
          F-1-2

          
            

          

        

        
          
          

        

      


      


       

      The
        undersigned Master Servicer hereby acknowledges and agrees as
        follows:

       

      (1) The
        Master Servicer shall hold and retain possession of the Documents in trust
        for
        the benefit of the Trustee, solely for the purposes provided in the
        Agreement.

       

      (2) The
        Master Servicer shall not cause or knowingly permit the Documents to become
        subject to, or encumbered by, any claim, liens, security interest, charges,
        writs of attachment or other impositions nor shall the Master Servicer assert
        or
        seek to assert any claims or rights of setoff to or against the Documents
        or any
        proceeds thereof.

       

      (3) The
        Master Servicer shall return each and every Document previously requested
        from
        the Mortgage File to the Custodian when the need therefor no longer exists,
        unless the Mortgage Loan relating to the Documents has been liquidated and
        the
        proceeds thereof have been remitted to the Custodial Account and except as
        expressly provided in the Agreement.

       

      (4) The
        Documents and any proceeds thereof, including any proceeds of proceeds, coming
        into the possession or control of the Master Servicer shall at all times
        be
        earmarked for the account of the Trustee, and the Master Servicer shall keep
        the
        Documents and any proceeds separate and distinct from all other property
        in the
        Master Servicer’s possession, custody or control.

       

      [NAME
        OF
        MASTER SERVICER]

       

      By:
        ____________________________________

       

      Title:
        __________________________________

       

      Date:
        _________________, 200_

      


      


       


      
        
          
          

        

        
          F-1-3

          
            

          

        

        
          
          

        

      



      EXHIBIT
        F-2

       

      REQUEST
        FOR RELEASE

      [MORTGAGE
        LOANS PAID IN FULL]

       

      OFFICER’S
        CERTIFICATE AND TRUST RECEIPT

      MORTGAGE
        PASS-THROUGH CERTIFICATES

      SERIES
        200_-_

       

      _____________________________________
        HEREBY CERTIFIES THAT HE/SHE IS AN OFFICER OF THE MASTER SERVICER, HOLDING
        THE
        OFFICE SET FORTH BENEATH HIS/HER SIGNATURE, AND HEREBY FURTHER CERTIFIES
        AS
        FOLLOWS:

       

      WITH
        RESPECT TO THE MORTGAGE LOANS, AS THE TERM IS DEFINED IN THE POOLING AND
        SERVICING AGREEMENT DESCRIBED IN THE ATTACHED SCHEDULE:

       

      ALL
        PAYMENTS OF PRINCIPAL, PREMIUM (IF ANY), AND INTEREST HAVE BEEN
        MADE.

      


      
        	
                LOAN
                  NUMBER: _____________________

              	
                BORROWER’S
                  NAME: ______________

              
	 	 
	
                COUNTY:
                  ___________________________

              	 


      

      


      WE
        HEREBY
        CERTIFY THAT ALL AMOUNTS RECEIVED IN CONNECTION WITH SUCH PAYMENTS, WHICH
        ARE
        REQUIRED TO BE DEPOSITED IN THE CUSTODIAL ACCOUNT PURSUANT TO SECTION 3.10
        OF
        THE POOLING AND SERVICING AGREEMENT, HAVE BEEN OR WILL BE CREDITED.

       

      


      
        	
                _________
                  ____________

              	
                DATED:
                  _____________________

              


      

      


      // VICE
        PRESIDENT

       

      // ASSISTANT
        VICE PRESIDENT

       

      


      


       


      
        
          
          

        

        
          B-2-1

          
            

          

        

        
          
          

        

      



      EXHIBIT
        G-1

       

      FORM
        OF
        INVESTOR REPRESENTATION LETTER

       

      ___________,200__

       

      BNP
        Paribas Mortgage ABS LLC

      [Address]

       

      [Name
        of
        Trustee]

      ______________________

      ______________________

       

      Attention:
        BNP Paribas Mortgage ABS LLC, Series 200_-_

       

      
        	 	
                Re:

              	
                BNP
                  Paribas Mortgage ABS LLC,

                Mortgage
                  Pass-Through Certificates, Series 200_-_, Class
                  __      

              


      

      


       

      Ladies
        and Gentlemen:

       

      ______________
        (the “Purchaser”) intends to purchase from ______________ (the “Seller”)
        $_________ Initial Certificate Principal Balance of Mortgage Pass-Through
        Certificates, Series 200_-_, Class _____ (the “Certificates”), issued pursuant
        to the Pooling and Servicing Agreement (the “Pooling and Servicing Agreement”),
        dated as of _________ 1, 200_ among BNP Paribas Mortgage ABS LLC, as company
        (the “Company”), [Name of Master Servicer], as master servicer and [Name of
        Trustee], as trustee (the “Trustee”). All terms used herein and not otherwise
        defined shall have the meanings set forth in the Pooling and Servicing
        Agreement. The Purchaser hereby certifies, represents and warrants to, and
        covenants with, the Depositor and the Trustee that:

       

      1. The
        Purchaser understands that (a) the Certificates have not been and will not
        be
        registered or qualified under the Securities Act of 1933, as amended (the
“Act”)
        or any state securities law, (b) the Depositor is not required to so register
        or
        qualify the Certificates, (c) the Certificates may be resold only if registered
        and qualified pursuant to the provisions of the Act or any state securities
        law,
        or if an exemption from such registration and qualification is available,
        (d)
        the Pooling and Servicing Agreement contains restrictions regarding the transfer
        of the Certificates and (e) the Certificates will bear a legend to the foregoing
        effect.

       


      
        
          
          

        

        
          G-1-1

          
            

          

        

        
          
          

        

      


      


       

      2. The
        Purchaser is acquiring the Certificates for its own account for investment
        only
        and not with a view to or for sale in connection with any distribution thereof
        in any manner that would violate the Act or any applicable state securities
        laws.

       

      3. The
        Purchaser is (a) a substantial, sophisticated institutional investor having
        such
        knowledge and experience in financial and business matters, and, in particular,
        in such matters related to securities similar to the Certificates, such that
        it
        is capable of evaluating the merits and risks of investment in the Certificates,
        (b) able to bear the economic risks of such an investment and (c) an “accredited
        investor” within the meaning of Rule 501 (a) promulgated pursuant to the
        Act.

       

      4. The
        Purchaser has been furnished with, and has had an opportunity to review (a)
        [a
        copy of the Private Placement Memorandum, dated _________ __, 200_, relating
        to
        the Certificates (b)] a copy of the Pooling and Servicing Agreement and [(b)]
        [(c)] such other information concerning the Certificates, the Mortgage Loans
        and
        the Depositor as has been requested by the Purchaser from the Depositor or
        the
        Seller and is relevant to the Purchaser’s decision to purchase the Certificates.
        The Purchaser has had any questions arising from such review answered by
        the
        Depositor or the Seller to the satisfaction of the Purchaser. [If the Purchaser
        did not purchase the Certificates from the Seller in connection with the
        initial
        distribution of the Certificates and was provided with a copy of the Private
        Placement Memorandum (the “Memorandum”) relating to the original sale (the
“Original Sale”) of the Certificates by the Depositor, the Purchaser
        acknowledges that such Memorandum was provided to it by the Seller, that
        the
        Memorandum was prepared by the Depositor solely for use in connection with
        the
        Original Sale and the Depositor did not participate in or facilitate in any
        way
        the purchase of the Certificates by the Purchaser from the Seller, and the
        Purchaser agrees that it will look solely to the Seller and not to the Depositor
        with respect to any damage, liability, claim or expense arising out of,
        resulting from or in connection with (a) error or omission, or alleged error
        or
        omission, contained in the Memorandum, or (b) any information, development
        or
        event arising after the date of the Memorandum.]

       


      
        
          
          

        

        
          G-1-2

          
            

          

        

        
          
          

        

      


      


       

      5. The
        Purchaser has not and will not nor has it authorized or will it authorize
        any
        person to (a) offer, pledge, sell, dispose of or otherwise transfer any
        Certificate, any interest in any Certificate or any other similar security
        to
        any person in any manner, (b) solicit any offer to buy or to accept a pledge,
        disposition of other transfer of any Certificate, any interest in any
        Certificate or any other similar security from any person in any manner,
        (c)
        otherwise approach or negotiate with respect to any Certificate, any interest
        in
        any Certificate or any other similar security with any person in any manner,
        (d)
        make any general solicitation by means of general advertising or in any other
        manner or (e) take any other action, that (as to any of (a) through (e) above)
        would constitute a distribution of any Certificate under the Act, that would
        render the disposition of any Certificate a violation of Section 5 of the
        Act or
        any state securities law, or that would require registration or qualification
        pursuant thereto. The Purchaser will not sell or otherwise transfer any of
        the
        Certificates, except in compliance with the provisions of the Pooling and
        Servicing Agreement.


      
        
          
          

        

        
          G-1-3

          
            

          

        

        
          
          

        

      


      


      


      
        	 	
                Very
                  truly yours,

                ____________________________________

                (Purchaser)

              
	 	 
	 	
                By:
                  _________________________________

                Name:
                  ______________________________

                Title:
                  _______________________________

              


      

      


      


      


       


      
        
          
          

        

        
          G-1-4

          
            

          

        

        
          
          

        

      



      EXHIBIT
        G-2

       

      FORM
        OF
        TRANSFEROR REPRESENTATION LETTER

       

      ______________,200___

       

      BNP
        Paribas Mortgage ABS LLC

      [Address]

       

      [Name
        of
        Trustee]

      ______________________

      ______________________

       

      Attention:
        BNP Paribas Mortgage ABS LLC, Series 200_-_

       

      
        	
                Re:

              	
                BNP
                  Paribas Mortgage ABS LLC,

                Mortgage
                  Pass-Through Certificates, Series 200_-_, Class
                  __      

              


      

      


       

      Ladies
        and Gentlemen:

       

      In
        connection with the sale by ___________ (the “Seller”) to ________ (the
“Purchaser”) of $_________ Initial Certificate Principal Balance of Mortgage
        Pass-Through Certificates, Series 200_-_, Class _____ (the “Certificates”),
        issued pursuant to the Pooling and Servicing Agreement (the “Pooling and
        Servicing Agreement”), dated as of __________ 1, 200_ among BNP Paribas Mortgage
        ABS LLC, as company (the “Company”), [Name of Master Servicer], as master
        servicer and [Name of Trustee], as trustee (the “Trustee”). The Seller hereby
        certifies, represents and warrants to, a covenants with, the Depositor and
        the
        Trustee that:

       

      Neither
        the Seller nor anyone acting on its behalf has (a) offered, pledged, sold,
        disposed of or otherwise transferred any Certificate, any interest in any
        Certificate or any other similar security to any person in any manner, (b)
        has
        solicited any offer to buy or to accept a pledge, disposition or other transfer
        of any Certificate, any interest in any Certificate or any other similar
        security from any person in any manner, (c) has otherwise approached or
        negotiated with respect to any Certificate, any interest in any Certificate
        or
        any other similar security with any person in any manner, (d) has made any
        general solicitation by means of general advertising or in any other manner,
        or
        (e) has taken any other action, that (as to any of (a) through (e) above)
        would
        constitute a distribution of the Certificates under the Securities Act of
        1933
        (the “Act”), that would render the disposition of any Certificate a violation of
        Section 5 of the Act or any state securities law, or that would require
        registration or qualification pursuant thereto. The Seller will not act in
        any
        manner set forth in the foregoing sentence with respect to any Certificate.
        The
        Seller has not and will not sell or otherwise transfer any of the Certificates,
        except in compliance with the provisions of the Pooling and Servicing
        Agreement.


      
        
          
          

        

        
          G-2-1

          
            

          

        

        
          
          

        

      


      


      


      
        	 	
                Very
                  truly yours,

                ____________________________________

                (Seller)

              
	 	 
	 	
                By:
                  _________________________________

                Name:
                  ______________________________

                Title:
                  _______________________________

              


      

      


      


      



      
        
          
          

        

        
          G-2-2

          
            

          

        

        
          
          

        

      



      EXHIBIT
        G-3

       

      FORM
        OF
        TRANSFER AFFIDAVIT AND AGREEMENT

      

        
          	
                  STATE
                    OF 

                	
                  )

                
	 	
                  :ss.:

                
	
                  COUNTY
                    OF

                	
                  )

                


        

      

       

      ___________________,
        being first duly sworn, deposes, represents and warrants:

       

      1. That
        he/she is [Title of Officer] of [Name of Owner], a [savings institution]
        [corporation] duly organized and existing under the laws of [the State of
        __________] [the United States], (the “Owner”), (record or beneficial owner of
        the Class R Certificates (the “Class R Certificates”) on behalf of which he/she
        makes this affidavit and agreement). This Class R Certificates were issued
        pursuant to the Pooling and Servicing Agreement (the “Pooling and Servicing
        Agreement”) dated as of _________ 1, 200_ among BNP Paribas Mortgage ABS LLC, as
        company, [Name of Master Servicer], as master servicer (the “Master Servicer”),
        and [Name of Trustee], as trustee (the “Trustee”).

       

      2. That
        the
        Owner (i) is not and will not be a “disqualified organization” as of
        _____________ [date of transfer] within the meaning of Section 860E(e)(5)
        of the
        Internal Revenue Code of 1986, as amended (the “Code”), (ii) will endeavor to
        remain other than a disqualified organization for so long as it retains its
        ownership interest in the Class R Certificates, and (iii) is acquiring the
        Class
        R Certificates for its own account or for the account of another Owner from
        which it has received an affidavit and agreement in substantially the same
        form
        as this affidavit and agreement. (For this purpose, a “disqualified
        organization” means the United States, any state or political subdivision
        thereof, any agency or instrumentality of any of the foregoing (other than
        an
        instrumentality all of the activities of which are subject to tax and, except
        for Freddie Mac, a majority of whose board of directors is not selected by
        any
        such governmental entity) or any foreign government, international organization
        or any agency or instrumentality of such foreign government or organization,
        any
        rural electric or telephone cooperative, or any organization (other than
        certain
        farmers’ cooperatives) that is generally exempt from federal income tax unless
        such organization is subject to the tax on unrelated business taxable
        income).

       

      3. That
        the
        Owner is aware (i) of the tax that would be imposed on transfers of Class
        R
        Certificates to disqualified organizations under the Code, that applies to
        all
        transfers of Class R Certificates after March 31, 1988; (ii) that such tax
        would
        be on the transferor, or, if such transfer is through an agent (which person
        includes a broker, nominee or middleman) for a disqualified organization,
        on the
        agent; (iii) that the person otherwise liable for the tax shall be relieved
        of
        liability for the tax if the transferee furnishes to such person an affidavit
        that the transferee is not a disqualified organization and, at the time of
        transfer, such person does not have actual knowledge that the affidavit is
        false; and (iv) that the Class R Certificates may be “noneconomic residual
        interests” within the meaning of Treasury regulations promulgated pursuant to
        the Code and that the transferor of a noneconomic residual interest will
        remain
        liable for any taxes due with respect to the income on such residual interest,
        unless no significant purpose of the transfer was to impede the assessment
        or
        collection of tax.

       


      
        
          
          

        

        
          G-3-1

          
            

          

        

        
          
          

        

      


      


       

      4. That
        the
        Owner is aware of the tax imposed on a “pass-through entity” holding Class R
        Certificates if at any time during the taxable year of the pass-through entity
        a
        disqualified organization is the record holder of an interest in such entity.
        (For this purpose, a “pass through entity” includes a regulated investment
        company, a real estate investment trust or common trust fund, a partnership,
        trust or estate, and certain cooperatives.)

       

      5. That
        the
        Owner is aware that the Trustee will not register the transfer of any Class
        R
        Certificates unless the transferee, or the transferee’s agent, delivers to it an
        affidavit and agreement, among other things, in substantially the same form
        as
        this affidavit and agreement. The Owner expressly agrees that it will not
        consummate any such transfer if it knows or believes that any of the
        representations contained in such affidavit and agreement are
        false.

       

      6. That
        the
        Owner has reviewed the restrictions set forth on the face of the Class R
        Certificates and the provisions of Section 5.02(f) of the Pooling and Servicing
        Agreement under which the Class R Certificates were issued (in particular,
        clause (iii)(A) and (iii)(B) of Section 5.02(f) which authorize the Trustee
        to
        deliver payments to a person other than the Owner and negotiate a mandatory
        sale
        by the Trustee in the event the Owner holds such Certificates in violation
        of
        Section 5.02(f)). The Owner expressly agrees to be bound by and to comply
        with
        such restrictions and provisions.

       

      7. That
        the
        Owner consents to any additional restrictions or arrangements that shall
        be
        deemed necessary upon advice of counsel to constitute a reasonable arrangement
        to ensure that the Class R Certificates will only be owned, directly or
        indirectly, by an Owner that is not a disqualified organization.

       

      8. The
        Owner’s Taxpayer Identification Number is _____________________.

       

      9. This
        affidavit and agreement relates only to the Class R Certificates held by
        the
        owner and not to any other holder of the Class R Certificates. The Owner
        understands that the liabilities described herein relate only to the Class
        R
        Certificates.

       

      10. That
        no
        purpose of the Owner relating to the transfer of any of the Class R Certificates
        by the Owner is or will be to impede the assessment or collection of any
        tax.

       

      11. That
        the
        Owner has no present knowledge or expectation that it will be unable to pay
        any
        United States taxes owed by it so long as any of the Certificates remain
        outstanding. In this regard, the Owner hereby represents to and for the benefit
        of the person from whom it acquired the Class R Certificate that the Owner
        intends to pay taxes associated with holding such Class R Certificate as
        they
        become due, fully understanding that it may incur tax liabilities in excess
        of
        any cash flows generated by the Class R Certificate.

       


      
        
          
          

        

        
          G-3-2

          
            

          

        

        
          
          

        

      


      


       

      12. That
        the
        Owner has no present knowledge or expectation that it will become insolvent
        or
        subject to a bankruptcy proceeding for so long as any of the Class R
        Certificates remain outstanding.

       

      13. The
        Owner
        is a citizen or resident of the United States, a corporation, partnership
        or
        other entity created or organized in, or under the laws of, the United States
        or
        any political subdivision thereof, provided that with respect to any partnership
        or other entity treated as a partnership for United States federal income
        tax
        purposes, all persons that own an interest in such partnership either directly
        or through any entity that is not a corporation for United States federal
        income
        tax purposes are required by the applicable operative agreement to be United
        States Persons, or an estate or trust whose income from sources without the
        United States is includible in gross income for United States federal income
        tax
        purposes regardless of its connection with the conduct of a trade or business
        within the United States.

       

      14. (a)
        The
        Certificates (i) are not being acquired by, and will not be transferred to,
        any
        employee benefit plan within the meaning of section 3(3) of the Employee
        Retirement Income Security Act of 1974, as amended (“ERISA”) or other retirement
        arrangement, including individual retirement accounts and annuities, Keogh
        plans
        and bank collective investment funds and insurance company general or separate
        accounts in which such plans, accounts or arrangements are invested, that
        is
        subject to Section 406 of ERISA or Section 4975 of the Internal Revenue Code
        of
        1986 (the “Code”) (any of the foregoing, a “Plan”), (ii) are not being acquired
        with “plan assets” of a Plan within the meaning of the Department of Labor
        (“DOL”) regulation, 29 C.F.R. § 2510.3-101 or otherwise under ERISA, and (iii)
        will not be transferred to any entity that is deemed to be investing in plan
        assets within the meaning of the DOL regulation, 29 C.F.R. § 2510.3-101 or
        otherwise under ERISA; or

       

      (b) The
        Owner
        will provide the Trustee, the Depositor and the Master Servicer with an opinion
        of counsel acceptable to and in form and substance satisfactory to the Trustee,
        the Depositor and the Master Servicer to the effect that the purchase of
        Certificates is permissible under applicable law, will not constitute or
        result
        in any non-exempt prohibited transaction under ERISA or Section 4975 of the
        Code
        and will not subject the Trustee, the Depositor or the Master Servicer to
        any
        obligation or liability (including obligations or liabilities under ERISA
        or
        Section 4975 of the Code) in addition to those undertaken in the Pooling
        and
        Servicing Agreement.

       

      In
        addition, the Owner hereby certifies, represents and warrants to, and covenants
        with, the Depositor, the Trustee and the Master Servicer that the Owner will
        not
        transfer such Certificates to any Plan or person unless either such Plan
        or
        person meets the requirements set forth in either (a) or (b) above.

       

      Capitalized
        terms used but not defined herein shall have the meanings assigned in the
        Pooling and Servicing Agreement.


      
        
          
          

        

        
          G-3-3

          
            

          

        

        
          
          

        

      


      


      IN
        WITNESS WHEREOF, the Owner has caused this instrument to be executed on its
        behalf, by its [Title of Officer] and its corporate seal to be hereunto
        attached, attested by its [Assistant] Secretary, this ______ day of
        _____________, _____.

       


      
        
          
          

        

        
          G-3-4

          
            

          

        

        
          
          

        

      


      


      
        	 	
                [NAME
                  OF OWNER]

                By:
                  ________________________________

                [Name
                  of Officer]

                [Title
                  of Officer]

              
	 	 
	
                [Corporate
                  Seal]

                ATTEST:

                ________________________________

                [Assistant]
                  Secretary

              	 


      

      


      Personally
        appeared before me the above-named [Name of Officer], known or proved to
        me to
        be the same person who executed the foregoing instrument and to be the [Title
        of
        Officer] of the Owner, and acknowledged to me that such person executed the
        same
        as such person’s free act and deed and the free act and deed of the
        Owner.

       

      Subscribed
        and sworn before me this ____ day of ___________, 200__.

      


      
        	 	
                ____________________________________

                NOTARY
                  PUBLIC

                COUNTY
                  OF_________________________

                STATE
                  OF___________________________

                My
                  Commission expires the ____ day of __________
                  ,200__.

              


      

      


      


      


       


      
        
          
          

        

        
          G-3-5

          
            

          

        

        
          
          

        

      



      EXHIBIT
        G-4

       

      FORM
        OF
        TRANSFEROR CERTIFICATE

       

      ______________,
        200__

       

      BNP
        Paribas Mortgage ABS LLC

      [Address]

       

      [Name
        of
        Trustee]

      _____________________

      _____________________

       

      Attention:
        BNP Paribas Mortgage ABS LLC, Series 200_-_

       

      
        	 	
                Re:

              	
                BNP
                  Paribas Mortgage ABS LLC,

                Mortgage
                  Pass-Through Certificates,

                Series
                  200_-_, Class R

              


      

      


       

      Ladies
        and Gentlemen:

       

      This
        letter is delivered to you in connection with the sale by ________________
        (the
“Seller”) to __________________________________________ (the “Purchaser”) of a
        ____% Percentage Interest in the Mortgage Pass-Through Certificates, Series
        200_-_, Class R (the “Certificates”), issued pursuant to Section 5.02 of the
        Pooling and Servicing Agreement (the “Pooling and Servicing Agreement”), dated
        as of _________ 1, 200_, among BNP Paribas Mortgage ABS LLC, as company (the
        “Company”), [Name of Master Servicer], as master servicer and [Name of Trustee],
        as trustee (the “Trustee”). All terms used herein and not otherwise defined
        shall have the meaning set forth in the Pooling and Servicing Agreement.
        The
        Seller hereby certifies, represents and warrants to, and covenants with,
        the
        Depositor and the Trustee that:

       

      1. No
        purpose of the Seller relating to the sale of the Certificates by the Seller
        to
        the Purchaser is or will be to impede the assessment or collection of any
        tax.

       

      2. The
        Seller understands that the Purchaser has delivered to the Trustee and the
        Master Servicer a transfer affidavit and agreement in the form attached to
        the
        Pooling and Servicing Agreement as Exhibit G-3. The Seller does not know
        or
        believe that any representation contained therein is false.

       


      
        
          
          

        

        
          G-4-1

          
            

          

        

        
          
          

        

      


      


       

      3. The
        Seller has at the time of the transfer conducted a reasonable investigation
        of
        the financial condition of the Purchaser as contemplated by Treasury Regulations
        Section 1.860E-1(c)(4)(i) and, as a result of that investigation, the Seller
        has
        determined that the Purchaser has historically paid its debts as they have
        become due and has found no significant evidence to indicate that the Purchaser
        will not continue to pay its debts as they become due in the future. The
        Seller
        understands that the transfer of the Certificates may not be respected for
        United States income tax purposes (and the Seller may continue to be liable
        for
        United States income taxes associated therewith) unless the Seller has conducted
        such an investigation.

      4. The
        Seller has no actual knowledge that the proposed Transferee is a Disqualified
        Organization, an agent of a Disqualified Organization or a Non-United States
        Person.

      


      
        	 	
                Very
                  truly yours,

                ____________________________________

                (Seller)

              
	 	 
	 	
                By:_________________________________

                Name:_______________________________

                Title:________________________________

              


      

      


      


      



      
        
          
          

        

        
          G-4-2

          
            

          

        

        
          
          

        

      



      EXHIBIT
        G-5

       

      FORM
        OF
        INVESTOR REPRESENTATION LETTER

      FOR
        INSURANCE COMPANIES

      


      


       


      
        
          
          

        

        
          G-5-1

          
            

          

        

        
          
          

        

      



      EXHIBIT
        H

       

      MORTGAGE
        LOAN SCHEDULE

       

      (PROVIDED
        UPON REQUEST)

       

      


      


       


      
        
          
          

        

        
          H-1

          
            

          

        

        
          
          

        

      



      EXHIBIT
        I

       

      SELLER’S
        WARRANTY CERTIFICATE

       

      


      


       


      
        
          
          

        

        
          I-1

          
            

          

        

        
          
          

        

      



      EXHIBIT
        J

       

      FORM
        OF
        NOTICE UNDER SECTION 3.24 OF POOLING AND SERVICING AGREEMENT

       

      ___________
        __, 200_

       

      [NAME
        OF
        TRUSTEE]

      ______________________

      ______________________

       

      
        	
                Re:

              	
                BNP
                  Paribas Mortgage ABS LLC,

                Mortgage
                  Pass-Through Certificates,

                Series
                  200_-_

              


      

      


      Pursuant
        to Section 3.25 of the Pooling and Servicing Agreement, dated as of _________
        1,
        200_, relating to the Certificates referenced above, the undersigned does
        hereby
        notify you that:

       

      (c) The
        prepayment assumption used in pricing the Certificates with respect to the
        Mortgage Loans in Series 200_-_ consisted of a Prepayment Assumption (the
        “Prepayment Assumption”) of ___% per annum.

       


      
        
          
          

        

        
          J-1

          
            

          

        

        
          
          

        

      


      


       

      (d) With
        respect to each Class of Certificates comprising the captioned series, set
        forth
        below is (i), the first price, as a percentage of the Certificate Principal
        Balance or Notional Amount of each Class of Certificates, at which 10% of
        the
        aggregate Certificate Principal Balance or Notional Amount of each such Class
        of
        Certificates was first sold at a single price, if applicable, or (ii) if
        more
        than 10% of a Class of Certificates have been sold but no single price is
        paid
        for at least 10% of the aggregate Certificate Principal Balance or Notional
        Amount of such Class of Certificates, then the weighted average price at
        which
        the Certificates of such Class were sold expressed as a percentage of the
        Certificate Principal Balance or Notional Amount of such Class of Certificates,
        (iii) if less than 10% of the aggregate Certificate Principal Balance or
        Notional Amount of a Class of Certificates has been sold, the purchase price
        for
        each such Class of Certificates paid by [Name of Underwriter] (the
“Underwriter”), expressed as a percentage of the Certificate Principal Balance
        or Notional Amount of such Class of Certificates calculated by: (1) estimating
        the fair market value of each such Class of Certificates as of [______],
        20[__];
        (2) adding such estimated fair market value to the aggregate purchase prices
        of
        each Class of Certificates described in clause (i) or (ii) above; (3) dividing
        each of the fair market values determined in clause (1) by the sum obtained
        in
        clause (2); (4) multiplying the quotient obtained for each Class of Certificates
        in clause (3) by the purchase price paid by the Underwriter for all the
        Certificates purchased by it; and (5) for each Class of Certificates, dividing
        the product obtained from such Class of Certificates in clause (4) by the
        initial Certificate Principal Balance or Notional Amount of such Class of
        Certificates or (iv) the fair market value (but not less than zero) as of
        the
        Closing Date of each Certificate of each Class of Certificates retained by
        the
        Depositor or an affiliate corporation, or delivered to the seller:

       


      
        
          
          

        

        
          J-2

          
            

          

        

        
          
          

        

      


      


      


      
        	
                Series
                  200_-_

              	 
	
                Class
                  A:

              	
                ____%

              
	
                Class
                  B:

              	
                ____%

              
	
                Class
                  R:

              	
                ____%

              


      

      The
        prices and values set forth above do not include accrued interest with respect
        to periods before the closing.

      


      
        	 	
                BNP
                  PARIBAS MORTGAGE ABS LLC


                By:________________________________

                Name:

                Title:

              


      

      


      



      
        
          
          

        

        
          J-3

          
            

          

        

        
          
          

        

      



      EXHIBIT
        K

      FORM
        OF
        DEPOSITOR CERTIFICATION

       

      Re: BNP
        Paribas Mortgage ABS LLC,

      Mortgage
        Pass-Through Certificates, Series 200_-_

      


      I,
        __________________________, certify that:

       

      
        	 	
                1.

              	
                I
                  have reviewed this annual report on Form 10-K, and all reports
                  on Form 8-K
                  containing distribution and servicing reports filed in respect
                  of periods
                  included in the year covered by this annual report, of BNP Paribas
                  Mortgage ABS Trust [________] (the
“Trust”);

              


      

       

      
        	 	
                2.

              	
                Based
                  on my knowledge, the information in these reports, taken as a whole,
                  does
                  not contain any untrue statement of a material fact or omit to
                  state a
                  material fact necessary to make the statements made, in light of
                  the
                  circumstances under which such statements were made, not misleading
                  as of
                  the last day of the period covered by this annual
                  report;

              


      

       

      
        	 	
                3.

              	
                Based
                  on my knowledge, the distribution information required to be prepared
                  by
                  the Trustee based upon the servicing information required to be
                  provided
                  by each Servicer under the Pooling and Servicing Agreement is included
                  in
                  these reports;

              


      

       

      
        	 	
                4.

              	
                Based
                  on my knowledge and upon the annual compliance statements included
                  in the
                  report and required to be delivered to the Trustee in accordance
                  with the
                  terms of the Pooling and Servicing Agreement and based upon the
                  review
                  required under the Pooling and Servicing Agreement, and except
                  as
                  disclosed in the report, each Servicer has fulfilled its obligations
                  under
                  the Pooling and Servicing Agreement;
                  and

              


      

       

      
        	 	
                5.

              	
                The
                  reports disclose all significant deficiencies relating to each
                  Servicer's
                  compliance with the minimum servicing standards based, in each
                  case, upon
                  the report provided by an independent public accountant, after
                  conducting
                  a review in compliance with the Uniform Single Attestation Program
                  for
                  Mortgage Bankers or similar standard as set forth in the Pooling
                  and
                  Servicing Agreement, that is included in these
                  reports.

              


      

       

      In
        giving
        the certifications above, I have reasonably relied on the information provided
        to me by the following unaffiliated parties: each Servicer and the
        Trustee.

       

      Capitalized
        terms used but not defined herein have the meanings ascribed to them in the
        Pooling and Servicing Agreement, dated [___________] (the “Pooling and Servicing
        Agreement”), among BNP Paribas Mortgage ABS LLC, as depositor (the “Depositor”),
        [__________], as a servicer (“[__________]”),[__________], as master servicer
        and [__________], as trustee (the “Trustee”).

       

      ____________________________________

      [Name]

      [Title]

      [Date]

      


       


      
        
          
          

        

        
          K-1

          
            

          

        

        
          
          

        

      



      EXHIBIT
        L

       

      FORM
        OF
        TRUSTEE CERTIFICATION

       

      Re: BNP
        Paribas Mortgage ABS LLC,

      Mortgage
        Pass-Through Certificates, Series 200_-_

       

      [__________]
        (the “Trustee”) hereby certifies to BNP Paribas Mortgage ABS LLC (the
“Depositor”), and each Person, if any, who “controls” the Depositor within the
        meaning of the Securities Act of 1933, as amended, and its officers, directors
        and affiliates, and with the knowledge and intent that they will rely upon
        this
        certification, that:

       

      (a) The
        Trustee has reviewed the annual report on Form 10-K for the fiscal year [___],
        and all reports on Form 8-K containing distribution reports filed in respect
        of
        periods included in the year covered by that annual report, of the Depositor
        relating to the above-referenced trust;

       

      (b) Based
        on
        the Trustee's knowledge, and assuming the accuracy and completeness of the
        information supplied to the Trustee by each Servicer, the distribution
        information in the distribution reports contained in all reports on Form
        8-K
        included in the year covered by the annual report on Form 10-K for fiscal
        year
        [_____], prepared by the Trustee, taken as a whole, does not contain any
        untrue
        statement of a material fact or omit to state a material fact required by
        the
        Pooling and Servicing Agreement to be included therein and necessary to make
        the
        statements made, in light of the circumstances under which such statements
        were
        made, not misleading as of the last day of the period covered by that annual
        report; and

       

      (c) Based
        on
        the Trustee's knowledge, the distribution information required to be provided
        by
        the Trustee under the Pooling and Servicing Agreement is included in these
        reports.

       

      Capitalized
        terms used but not defined herein have the meanings ascribed to them in the
        Pooling and Servicing Agreement, dated [__________] (the “Pooling and Servicing
        Agreement”), among
        BNP
        Paribas Mortgage ABS LLC, as depositor (the “Depositor”), [__________], as a
        servicer (“[__________]”),[__________], as master servicer and [__________], as
        trustee (the “Trustee”).

       

      [__________]

      as
        Trustee

      


      By:
        _________________________________  

      [Name]

      [Title]

      [Date]

       

      


      



      
        
          
          

        

        
          L-1

          
            

          

        

        
          
          

        

      



      EXHIBIT
        M

       

      FORM
        SERVICER CERTIFICATION

       

      Re: BNP
        Paribas Mortgage ABS LLC,

      Mortgage
        Pass-Through Certificates, Series 200_-_

       

      I,
        ___________________________, a duly elected and acting officer of
        [__________________] (the “Master Servicer”), certify pursuant to Section
        8.11(d) of the Pooling and Servicing Agreement to the Depositor, the Trustee
        and
        each Person, if any, who “controls” the Depositor or the Trustee within the
        meaning of the Securities Act of 1933, as amended, and their respective officers
        and directors, with respect to the calendar year immediately preceding the
        date
        of this Certificate (the “Relevant Year”), as follows”:

       

      (a) For
        purposes of this Certificate, “Relevant Information” means the information in
        the certificate provided pursuant to Section 3.19 of the Pooling and Servicing
        Agreement (the “Annual Compliance Certificate”) for the Relevant Year and the
        information in all servicing reports required pursuant to the Pooling and
        Servicing Agreement to be provided by the Servicer to the Trustee during
        the
        Relevant Year (as such information is amended or corrected in writing and
        delivered to the Trustee). Based on my knowledge, the Relevant Information,
        taken as a whole, does not contain any untrue statement of a material fact
        or
        omit to state a material fact required to be stated therein which is necessary
        to make the statements made therein, in light of the circumstances under
        which
        such statements were made, not misleading as of the last day of the Relevant
        Year;

       

      (b) The
        Relevant Information required to be provided to the Trustee under the Pooling
        and Servicing Agreement has been provided to the Trustee;

       

      (c) I
        am
        responsible for reviewing the activities performed by the Servicer under
        the
        Pooling and Servicing Agreement during the Relevant Year. Based upon the
        review
        required under the Pooling and Servicing Agreement and except as disclosed
        in
        the Annual Compliance Certificate or the accountants' statement provided
        pursuant to Section 3.20 of the Pooling and Servicing Agreement, to the best
        of
        my knowledge, the Servicer has fulfilled its obligations under the Pooling
        and
        Servicing Agreement throughout the Relevant Year.

       

      Capitalized
        terms used but not defined herein have the meanings ascribed to them in the
        Pooling and Servicing Agreement, dated [___________] (the “Pooling and Servicing
        Agreement”), among BNP Paribas Mortgage ABS LLC, as depositor (the “Depositor”),
        [__________], as a servicer (“[__________]”),[__________], as master servicer
        and [__________], as trustee (the “Trustee”).

       

      [__________________________],

      as
        Master
        Servicer

       

      By:__________________________   

      [Name]

      [Title]

      



      
        
          
          

        

        
          M-1

          
            

          

        

        
          
          

        

      



      EXHIBIT
        N

      


      FORM
        10-D, FORM 8-K AND FORM 10-K

      REPORTING
        RESPONSIBILITY

      


      As
        to
        each item described below, the entity indicated as the Responsible Party
        shall
        be primarily responsible for reporting the information to the party identified
        as responsible for preparing the Securities Exchange Act Reports pursuant
        to
        Section 3.16 of the Pooling and Servicing Agreement. The
        trustee in this transaction is responsible for all of the securities
        administrator functions.

      


      Under
        Item 1 of Form 10-D: a) items marked “monthly statements to certificateholders”
are required to be included in the periodic Distribution Date statement under
        Section 5.06 of the Pooling and Servicing Agreement, provided by the Trustee
        based on information received from the party providing such information;
        and b)
        items marked “Form 10-D report” are required to be in the Form 10-D report but
        not the monthly statements to certificateholders, provided by the party
        indicated. Information under all other Items of Form 10-D is to be included
        in
        the Form 10-D report. All such information and any other Items of Form 8-K
        and
        Form 10-K set forth in this exhibit shall be sent to the Trustee and the
        Depositor.

       

      
        
          
          

        

        
          N-1

          
            

          

        

        
          
          

        

      

      


        
          	
                  Form

                	
                  Item

                	
                  Description

                	
                  Master
                    Servicer

                	
                  Trustee

                	
                  Custodian

                	
                  Depositor

                	
                  Sponsor

                
	
                  10-D

                	
                  Must
                    be filed within 15 days of the distribution date for the asset-backed
                    securities.

                
	 	
                  1

                	
                  Distribution
                    and Pool Performance Information

                	 	 	 	 	 
	 	 	
                  Item
                    1121(a) - Distribution and Pool Performance
                    Information

                	 	 	 	 	 
	 	 	
                  (1)
                    Any applicable record dates, accrual dates, determination dates
                    for
                    calculating distributions and actual distribution dates for the
                    distribution period.

                	 	
                  X

                   

                  (monthly
                    statements to certificateholders)

                	 	 	 
	 	 	
                  (2)
                    Cash flows received and the sources thereof for distributions,
                    fees and
                    expenses.

                	 	
                  X

                   

                  (monthly
                    statements to certificateholders)

                	 	 	 


        

         

         

        
          
            
            

          

          
            N-2

            
              

            

          

          
            
            

          

        

         

         

        
          	
                  Form

                	
                  Item

                	
                  Description

                	
                  Master
                    Servicer

                	
                  Trustee

                	
                  Custodian

                	
                  Depositor

                	
                  Sponsor

                
	 	 	
                  (3)
                    Calculated amounts and distribution of the flow of funds for
                    the period
                    itemized by type and priority of payment, including:

                	 	
                  X

                   

                  (monthly
                    statements to certificateholders)

                	 	 	 
	 	 	
                      (i)
                    Fees or expenses accrued and paid, with an identification of
                    the general
                    purpose of such fees and the party receiving such fees or
                    expenses.

                	 	
                  X

                   

                  (monthly
                    statements to certificateholders)

                	 	 	 
	 	 	
                      (ii)
                    Payments accrued or paid with respect to enhancement or other
                    support
                    identified in Item 1114 of Regulation AB (such as insurance premiums
                    or
                    other enhancement maintenance fees), with an identification of
                    the general
                    purpose of such payments and the party receiving such
                    payments.

                	 	
                  X

                   

                  (monthly
                    statements to certificateholders)

                	 	 	 
	 	 	
                      (iii)
                    Principal, interest and other distributions accrued and paid
                    on the
                    asset-backed securities by type and by class or series and any
                    principal
                    or interest shortfalls or carryovers.

                	 	
                  X

                   

                  (monthly
                    statements to certificateholders)

                	 	 	 
	 	 	
                      (iv)
                    The amount of excess cash flow or excess spread and the disposition
                    of
                    excess cash flow.

                	 	
                  X

                   

                  (monthly
                    statements to certificateholders)

                	 	 	 
	 	 	
                  (4)
                    Beginning and ending principal balances of the asset-backed
                    securities.

                	 	
                  X

                   

                  (monthly
                    statements to certificateholders)

                	 	 	 


        

         

         

         

        
          	
                  Form

                	
                  Item

                	
                  Description

                	
                  Master
                    Servicer

                	
                  Trustee

                	
                  Custodian

                	
                  Depositor

                	
                  Sponsor

                
	 	 	
                  (5)
                    Interest rates applicable to the pool assets and the asset-backed
                    securities, as applicable. Consider providing interest rate information
                    for pool assets in appropriate distributional groups or incremental
                    ranges.

                	 	
                  X

                   

                  (monthly
                    statements to certificateholders)

                	 	 	 
	 	 	
                  (6)
                    Beginning and ending balances of transaction accounts, such as
                    reserve
                    accounts, and material account activity during the period.

                	 	
                  X

                   

                  (monthly
                    statements to certificateholders)
                    (only with respect to the reserve accounts)

                	 	 	 
	 	 	
                  (7)
                    Any amounts drawn on any credit enhancement or other support
                    identified in
                    Item 1114 of Regulation AB, as applicable, and the amount of
                    coverage
                    remaining under any such enhancement, if known and
                    applicable.

                	 	
                  X

                   

                  (monthly
                    statements to certificateholders)

                	 	 	 
	 	 	
                  (8)
                    Number and amount of pool assets at the beginning and ending
                    of each
                    period, and updated pool composition information, such as weighted
                    average
                    coupon, weighted average remaining term, pool factors and prepayment
                    amounts.

                	 	
                  X

                   

                  (monthly
                    statements to certificateholders)

                	 	
                  Updated
                    pool composition information fields to be as specified by Depositor
                    from
                    time to time

                	 
	 	 	
                  (9)
                    Delinquency and loss information for the period.

                	 	
                  X

                   

                  (monthly
                    statements to certificateholders)

                	 	 	 
	 	 	
                  In
                    addition, describe any material changes to the information specified
                    in
                    Item 1100(b)(5) of Regulation AB regarding the pool assets.
                    (methodology)

                	
                  X

                	 	 	 	 


        

         

         

        
          
            
            

          

          
            N-3

            
              

            

          

          
            
            

          

        

         

        
          	
                  Form

                	
                  Item

                	
                  Description

                	
                  Master
                    Servicer

                	
                  Trustee

                	
                  Custodian

                	
                  Depositor

                	
                  Sponsor

                
	 	 	
                  (10)
                    Information on the amount, terms and general purpose of any advances
                    made
                    or reimbursed during the period, including the general use of
                    funds
                    advanced and the general source of funds for
                    reimbursements.

                	 	
                  X

                   

                  (monthly
                    statements to certificateholders)

                	 	 	 
	 	 	
                  (11)
                    Any material modifications, extensions or waivers to pool asset
                    terms,
                    fees, penalties or payments during the distribution period or
                    that have
                    cumulatively become material over time.

                	 	
                  X

                   

                  (monthly
                    statements to certificateholders)

                	 	 	 
	 	 	
                  (12)
                    Material breaches of pool asset representations or warranties
                    or
                    transaction covenants.

                	
                  X

                	
                  X

                   

                  (if
                    agreed upon by the parties)

                	 	
                  X

                	 
	 	 	
                  (13)
                    Information on ratio, coverage or other tests used for determining
                    any
                    early amortization, liquidation or other performance trigger
                    and whether
                    the trigger was met.

                	 	
                  X

                   

                  (monthly
                    statements to certificateholders)

                	 	 	 
	 	 	
                  (14)
                    Information regarding any new issuance of asset-backed securities
                    backed
                    by the same asset pool, 

                	 	 	 	
                  X

                	 
	 	 	
                  information
                    regarding any pool asset changes (other than in connection with
                    a pool
                    asset converting into cash in accordance with its terms), such
                    as
                    additions or removals in connection with a prefunding or revolving
                    period
                    and pool asset substitutions and repurchases (and purchase rates,
                    if
                    applicable), and cash flows available for future purchases, such
                    as the
                    balances of any prefunding or revolving accounts, if
                    applicable.

                	
                  X

                	
                  X

                	 	
                  X

                	 


        

         

         

        
          
            
            

          

          
            N-4

            
              

            

          

          
            
            

          

        

         

        
          	
                  Form

                	
                  Item

                	
                  Description

                	
                  Master
                    Servicer

                	
                  Trustee

                	
                  Custodian

                	
                  Depositor

                	
                  Sponsor

                
	 	 	
                  Disclose
                    any material changes in the solicitation, credit-granting, underwriting,
                    origination, acquisition or pool selection criteria or procedures,
                    as
                    applicable, used to originate, acquire or select the new pool
                    assets.

                	 	 	 	
                  X

                	
                  X

                
	 	 	
                  Item
                    1121(b) - Pre-Funding or Revolving Period Information

                   

                  Updated
                    pool information as required under Item 1121(b).

                	 	 	 	
                  X

                	 
	 	
                  2

                	
                  Legal
                    Proceedings

                	 	 	 	 	 
	 	 	
                  Item
                    1117 - Legal proceedings pending against the following entities,
                    or their
                    respective property, that is material to Certificateholders,
                    including
                    proceedings known to be contemplated by governmental
                    authorities:

                	 	 	 	 	 
	 	 	
                  Sponsor
                    (Seller)

                	 	 	 	 	
                  X

                
	 	 	
                  Depositor

                	 	 	 	
                  X

                	 
	 	 	
                  Trustee

                	 	
                  X

                	 	 	 
	 	 	
                  Issuing
                    entity

                	 	 	 	
                  X

                	 
	 	 	
                  Master
                    Servicer, affiliated Servicer, other Servicer servicing 20% or
                    more of
                    pool assets at time of report, other material servicers

                	
                  X

                	 	 	 	 
	 	 	
                  Originator
                    of 20% or more of pool assets as of the Cut-off Date

                	 	 	 	
                  X

                	 


        

         

         

        
          
            
            

          

          
            N-5

            
              

            

          

          
            
            

          

        

         

        
          	
                  Form

                	
                  Item

                	
                  Description

                	
                  Master
                    Servicer

                	
                  Trustee

                	
                  Custodian

                	
                  Depositor

                	
                  Sponsor

                
	 	 	
                  Custodian

                	 	 	
                  X

                	 	 
	 	
                  3

                	
                  Sales
                    of Securities and Use of Proceeds

                	 	 	 	 	 
	 	 	
                  Information
                    from Item 2(a) of Part II of Form 10-Q:

                   

                  With
                    respect to any sale of securities by the sponsor, depositor or
                    issuing
                    entity, that are backed by the same asset pool or are otherwise
                    issued by
                    the issuing entity, whether or not registered, provide the sales
                    and use
                    of proceeds information in Item 701 of Regulation S-K. Pricing
                    information
                    can be omitted if securities were not registered.

                	 	 	 	
                  X

                	 
	 	
                  4

                	
                  Defaults
                    Upon Senior Securities

                	 	 	 	 	 
	 	 	
                  Information
                    from Item 3 of Part II of Form 10-Q:

                   

                  Report
                    the occurrence of any Event of Default (after expiration of any
                    grace
                    period and provision of any required notice)

                	 	
                  X

                	 	 	 
	 	
                  5

                	
                  Submission
                    of Matters to a Vote of Certificateholders

                	 	 	 	 	 
	 	 	
                  Information
                    from Item 4 of Part II of Form 10-Q

                	 	
                  X

                	 	 	 
	 	
                  6

                	
                  Significant
                    Obligors of Pool Assets

                	 	 	 	 	 
	 	 	
                  Item
                    1112(b) - Significant
                    Obligor Financial Information*

                	 	 	 	
                  X

                	 
	 	 	
                  *This
                    information need only be reported on the Form 10-D for the distribution
                    period in which updated information is required pursuant to the
                    Item.

                	 	 	 	 	 
	 	
                  7

                	
                  Significant
                    Enhancement Provider Information

                	 	 	 	 	 
	 	 	
                  Item
                    1114(b)(2) - Credit Enhancement Provider Financial
                    Information*

                	 	 	 	 	 
	 	 	
                  Determining
                    applicable disclosure threshold

                	 	
                  X

                	 	 	 
	 	 	
                  Requesting
                    required financial information or effecting incorporation by
                    reference

                	 	
                  X

                	 	 	 


        

         

         

        
          
            
            

          

          
            N-6

            
              

            

          

          
            
            

          

        

         

        
          	
                  Form

                	
                  Item

                	
                  Description

                	
                  Master
                    Servicer

                	
                  Trustee

                	
                  Custodian

                	
                  Depositor

                	
                  Sponsor

                
	 	 	
                  Item
                    1115(b) - Derivative Counterparty Financial
                    Information*

                	 	 	 	 	 
	 	 	
                  Determining
                    current maximum probable exposure

                	 	 	 	
                  X

                	 
	 	 	
                  Determining
                    current significance percentage

                	 	
                  X

                	 	 	 
	 	 	
                  Requesting
                    required financial information or effecting incorporation by
                    reference

                	 	
                  X

                	 	 	 
	 	 	
                  *This
                    information need only be reported on the Form 10-D for the distribution
                    period in which updated information is required pursuant to the
                    Items.

                	 	 	 	 	 
	 	
                  8

                	
                  Other
                    Information

                	 	 	 	 	 
	 	 	
                  Disclose
                    any information required to be reported on Form 8-K during the
                    period
                    covered by the Form 10-D but not reported

                	
                  The
                    Responsible Party for the applicable Form 8-K item as indicated
                    below.

                
	 	
                  9

                	
                  Exhibits

                	 	 	 	 	 
	 	 	
                  Distribution
                    report

                	 	
                  X

                	 	 	 
	 	 	
                  Exhibits
                    required by Item 601 of Regulation S-K, such as material
                    agreements

                	 	 	 	
                  X

                	 
	
                  8-K

                	
                  Must
                    be filed within four business days of an event reportable on
                    Form
                    8-K.

                	 	 
	 	
                  1.01

                	
                  Entry
                    into a Material Definitive Agreement

                	 	 	 	 	 
	 	 	
                  Disclosure
                    is required regarding entry into or amendment of any definitive
                    agreement
                    that is material to the securitization, even if depositor is
                    not a party.
                    

                   

                  Examples:
                    servicing agreement, custodial agreement.

                   

                  Note:
                    disclosure not required as to definitive agreements that are
                    fully
                    disclosed in the prospectus

                	
                  X

                	
                  X 

                	 	
                  X 

                	
                  X 

                


        

         

         

        
          
            
            

          

          
            N-7

            
              

            

          

          
            
            

          

        

         

        
          	
                  Form

                	
                  Item

                	
                  Description

                	
                  Master
                    Servicer

                	
                  Trustee

                	
                  Custodian

                	
                  Depositor

                	
                  Sponsor

                
	 	
                  1.02

                	
                  Termination
                    of a Material Definitive Agreement

                	
                  X

                	
                  X 

                	 	
                  X 

                	
                  X 

                
	 	 	
                  Disclosure
                    is required regarding termination of any definitive agreement
                    that is
                    material to the securitization (other than expiration in accordance
                    with
                    its terms), even if depositor is not a party. 

                   

                   

                  Examples:
                    servicing agreement, custodial agreement.

                	
                  X

                	
                  X

                	
                  X

                	
                  X

                	
                  X

                
	 	
                  1.03

                	
                  Bankruptcy
                    or Receivership

                	 	 	 	 	 
	 	 	
                  Disclosure
                    is required regarding the bankruptcy or receivership, if known
                    to the
                    Master Servicer, with respect to any of the following: 

                   

                  Sponsor
                    (Seller), Depositor, Master Servicer, affiliated Servicer, other
                    Servicer
                    servicing 20% or more of pool assets at time of report, other
                    material
                    servicers, Trustee, significant obligor, credit enhancer (10%
                    or more),
                    derivatives counterparty, Custodian

                	
                  X

                	
                  X 

                	
                  X

                	
                  X 

                	
                  X 

                


        

         

         

        
          
            
            

          

          
            N-8

            
              

            

          

          
            
            

          

        

         

         

        
          	
                  Form

                	
                  Item

                	
                  Description

                	
                  Master
                    Servicer

                	
                  Trustee

                	
                  Custodian

                	
                  Depositor

                	
                  Sponsor

                
	 	
                  2.04

                	
                  Triggering
                    Events that Accelerate or Increase a Direct Financial Obligation
                    or an
                    Obligation under an Off-Balance Sheet Arrangement [in
                    this transaction there is no off-balance sheet
                    arrangement]

                	 	 	 	 	 
	 	 	
                  Includes
                    an early amortization, performance trigger or other event, including
                    event
                    of default, that would materially alter the payment priority/distribution
                    of cash flows/amortization schedule.

                   

                  Disclosure
                    will be made of events other than waterfall triggers which are
                    disclosed
                    in the monthly statements to certificateholders [in this transaction
                    there
                    will be no events other than waterfall triggers]

                	 	
                  X

                	 	 	 
	 	
                  3.03

                	
                  Material
                    Modification to Rights of Certificateholders

                	 	 	 	 	 
	 	 	
                  Disclosure
                    is required of any material modification to documents defining
                    the rights
                    of Certificateholders, including the Pooling and Servicing
                    Agreement

                	 	
                  X

                	 	 	 
	 	
                  5.03

                	
                  Amendments
                    to Articles of Incorporation or Bylaws; Change in Fiscal
                    Year

                	 	 	 	 	 
	 	 	
                  Disclosure
                    is required of any amendment “to the governing documents of the issuing
                    entity”

                	 	 	 	
                  X

                	 
	 	
                  5.06

                	
                  Change
                    in Shell Company Status

                	 	 	 	 	 
	 	 	
                  [Not
                    applicable to ABS issuers]

                	 	 	 	
                  X

                	 
	 	
                  6.01

                	
                  ABS
                    Informational and Computational Material

                	 	 	 	 	 
	 	 	
                  [Not
                    included in reports to be filed under Section 3.16]

                	 	 	 	
                  X

                	 
	 	
                  6.02

                	
                  Change
                    of Servicer or Trustee

                	 	 	 	 	 
	 	 	
                  Requires
                    disclosure of any removal, replacement, substitution or addition
                    of any
                    master servicer, affiliated servicer, other servicer servicing
                    10% or more
                    of pool assets at time of report, other material servicers or
                    trustee.
                    

                	
                  X

                	
                  X

                	 	
                  X

                	 


        

         

         

        
          
            
            

          

          
            N-9

            
              

            

          

          
            
            

          

        

         

         

        
          	
                  Form

                	
                  Item

                	
                  Description

                	
                  Master
                    Servicer

                	
                  Trustee

                	
                  Custodian

                	
                  Depositor

                	
                  Sponsor

                
	 	 	
                  Reg
                    AB disclosure about any new master servicer is also
                    required.

                	
                  X

                	 	 	 	 
	 	 	
                  Reg
                    AB disclosure about any new trustee is also required.

                	 	
                  X

                	 	 	 
	 	
                  6.03

                	
                  Change
                    in Credit Enhancement or Other External Support

                	 	 	 	 	 
	 	 	
                  Covers
                    termination of any enhancement in manner other than by its terms,
                    the
                    addition of an enhancement, or a material change in the enhancement
                    provided. Applies to external credit enhancements as well as
                    derivatives.
                    

                	 	
                  X

                	 	
                  X

                	 
	 	 	
                  Reg
                    AB disclosure about any new enhancement provider is also
                    required.

                	 	
                  X

                	 	
                  X

                	 
	 	
                  6.04

                	
                  Failure
                    to Make a Required Distribution

                	 	
                  X

                	 	 	 
	 	
                  6.05

                	
                  Securities
                    Act Updating Disclosure

                	 	 	 	 	 
	 	 	
                  If
                    any material pool characteristic differs by 5% or more at the
                    time of
                    issuance of the securities from the description in the final
                    prospectus,
                    provide updated Reg AB disclosure about the actual asset
                    pool.

                	 	 	 	
                  X

                	
                   

                
	 	 	
                  If
                    there are any new servicers or originators required to be disclosed
                    under
                    Regulation AB as a result of the foregoing, provide the information
                    called
                    for in Items 1108 and 1110 respectively.

                	 	 	 	
                  X

                	 
	 	
                  7.01

                	
                  Regulation
                    FD Disclosure

                	
                  X

                	
                  X

                	
                  X

                	
                  X

                	 


        

         

         

        
          
            
            

          

          
            N-10

            
              

            

          

          
            
            

          

        

         

        
          	
                  Form

                	
                  Item

                	
                  Description

                	
                  Master
                    Servicer

                	
                  Trustee

                	
                  Custodian

                	
                  Depositor

                	
                  Sponsor

                
	 	
                  8.01

                	
                  Other
                    Events

                	 	 	 	 	 
	 	 	
                  Any
                    event, with respect to which information is not otherwise called
                    for in
                    Form 8-K, that the registrant deems of importance to
                    certificateholders.

                	 	 	 	
                  X

                	 
	 	
                  9.01

                	
                  Financial
                    Statements and Exhibits

                	
                  The
                    Responsible Party applicable to reportable event.

                
	
                  10-K

                	
                  Must
                    be filed within 90 days of the fiscal year end for the
                    registrant.

                	 	 
	 	
                  9B

                	
                  Other
                    Information

                	 	 	 	 	 
	 	 	
                  Disclose
                    any information required to be reported on Form 8-K during the
                    fourth
                    quarter covered by the Form 10-K but not reported

                	
                  The
                    Responsible Party for the applicable Form 8-K as indicated
                    above.

                
	 	
                  15

                	
                  Exhibits
                    and Financial Statement Schedules

                	 	 	 	 	 
	 	 	
                  Item
                    1112(b) - Significant
                    Obligor Financial Information

                	 	 	 	
                  X

                	 
	 	 	
                  Item
                    1114(b)(2) - Credit Enhancement Provider Financial
                    Information

                	 	 	 	 	 
	 	 	
                  Determining
                    applicable disclosure threshold

                	 	
                  X

                	 	 	 
	 	 	
                  Requesting
                    required financial information or effecting incorporation by
                    reference

                	 	
                  X

                	 	 	 
	 	 	
                  Item
                    1115(b) - Derivative Counterparty Financial
                    Information

                	 	 	 	 	 
	 	 	
                  Determining
                    current maximum probable exposure

                	 	 	 	
                  X

                	 
	 	 	
                  Determining
                    current significance percentage

                	 	
                  X

                	 	 	 
	 	 	
                  Requesting
                    required financial information or effecting incorporation by
                    reference

                	 	
                  X

                	 	 	 
	 	 	
                  Item
                    1117 - Legal proceedings pending against the following entities,
                    or their
                    respective property, that is material to Certificateholders,
                    including
                    proceedings known to be contemplated by governmental
                    authorities:

                	 	 	 	 	 
	 	 	
                  Sponsor
                    (Seller)

                	 	 	 	 	
                  X

                
	 	 	
                  Depositor

                	 	 	 	
                  X

                	 
	 	 	
                  Trustee

                	 	
                  X

                	 	 	 


        

         

         

        
          
            
            

          

          
            N-11

            
              

            

          

          
            
            

          

        

         

         

        
          	
                  Form

                	
                  Item

                	
                  Description

                	
                  Master
                    Servicer

                	
                  Trustee

                	
                  Custodian

                	
                  Depositor

                	
                  Sponsor

                
	 	 	
                  Issuing
                    entity

                	 	 	 	
                  X

                	 
	 	 	
                  Master
                    Servicer, affiliated Servicer, other Servicer servicing 20% or
                    more of
                    pool assets at time of report, other material servicers

                	
                  X

                	 	 	 	 
	 	 	
                  Originator
                    of 20% or more of pool assets as of the Cut-off Date

                	 	 	 	
                  X

                	 
	 	 	
                  Custodian

                	 	 	
                  X

                	 	 
	 	 	
                  Item
                    1119 - Affiliations and relationships between the following entities,
                    or
                    their respective affiliates, that are material to
                    Certificateholders:

                	 	 	 	 	 
	 	 	
                  Sponsor
                    (Seller)

                	 	 	 	 	
                  X

                
	 	 	
                  Depositor

                	 	 	 	
                  X

                	 
	 	 	
                  Trustee

                	 	
                  X

                	 	 	 
	 	 	
                  Master
                    Servicer, affiliated Servicer, other Servicer servicing 20% or
                    more of
                    pool assets at time of report, other material servicers

                	
                  X

                	 	 	 	 
	 	 	
                  Originator

                	 	 	 	
                  X

                	 
	 	 	
                  Custodian

                	 	 	
                  X

                	 	 
	 	 	
                  Credit
                    Enhancer/Support Provider

                	 	 	 	
                  X

                	 
	 	 	
                  Significant
                    Obligor

                	 	 	 	
                  X

                	 
	 	 	
                  Item
                    1122 - Assessment of Compliance with Servicing
                    Criteria

                	
                  X

                	
                  X

                	
                  X

                	 	 
	 	 	
                  Item
                    1123 - Servicer Compliance Statement

                	
                  X

                	
                  X

                	 	 	 


        

      

    

     

     

    
      
        
        

      

      
        N-12

        
          

        

      

      
        
        

      

    

     

     

    

      EXHIBIT
        CC

      


      SERVICING
        CRITERIA TO BE ADDRESSED

      IN
        ASSESSMENT OF COMPLIANCE

      Key:

      X
        -
        obligation

      


      Where
        there are multiple checks for criteria the attesting party will identify
        in
        their management assertion that they are attesting only to the portion of
        the
        distribution chain they are responsible for in the related transaction
        agreements.

      


      


      
        	
                Reg
                  AB Reference

              	
                Servicing
                  Criteria

              	
                Servicers

              	
                Master
                  Servicer

              	
                Securities
                  Administrator

              	
                Custodian

              	
                Paying
                  Agent

              	
                Trustee

              	
                Notes

              


      

      


      
        	 	
                General
                  Servicing Considerations

              	 


      

      


      
        	
                1122(d)(1)(i)

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

              	
                X

              	
                X

              	
                X

              	 	 	
                X-1

                 

              	
                1
                  - attest to knowledge but not to process

              
	
                1122(d)(1)(ii)

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


              	
                X

              	
                X

              	 	 	 	 	 
	
                1122(d)(1)(iii)

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

              	 	 	 	 	 	 	
                NA

              
	
                1122(d)(1)(iv)

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

              	
                X

              	
                X

              	 	 	 	 	 
	 	
                Cash
                  Collection and Administration

              	 	 	 	 	 	 	 
	
                1122(d)(2)(i)

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

              	
                X

              	
                X

              	
                X

              	 	
                X

              	 	 
	
                1122(d)(2)(ii)

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

              	
                X

              	
                X

              	
                X

              	 	
                X

              	 	 
	
                1122(d)(2)(iii)

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

              	
                X

              	
                X

              	 	 	 	
                X

              	 


      

       

       

      
        
          
          

        

        
          CC-1

          
            

          

        

        
          
          

        

      

       

      
        	
                1122(d)(2)(iv)

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

              	
                X

              	
                X

              	
                X

              	 	
                X

              	 	 
	
                1122(d)(2)(v)

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

              	
                X

              	
                X

              	
                X

              	 	 	
                X

              	 
	
                1122(d)(2)(vi)

              	
                Unissued
                  checks are safeguarded so as to prevent unauthorized access.
                  

              	
                X

              	 	 	 	 	 	 
	
                1122(d)(2)(vii)
                  

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

              	
                X

              	
                X

              	
                X

              	 	
                X

              	 	 
	 	
                Investor
                  Remittances and Reporting

              	 	 	 	 	 	 	 
	
                1122(d)(3)(i)

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

              	
                X

              	
                X

              	
                X

              	 	 	 	 


      

       

       

      
        
          
          

        

        
          CC-2

          
            

          

        

        
          
          

        

      

       

      
        	
                1122(d)(3)(ii)

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

              	
                X

              	
                X

              	
                X

              	 	
                X

              	 	 
	
                1122(d)(3)(iii)

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

              	
                X

              	
                X

              	
                X

              	 	
                X

              	 	 
	
                1122(d)(3)(iv)

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

              	
                X

              	
                X

              	
                X

              	 	
                X

              	 	 
	 	
                Pool
                  Asset Administration

              	 	 	 	 	 	 	 
	
                1122(d)(4)(i)
                  

              	
                Collateral
                  or security on pool assets is maintained as required by the transaction
                  agreements or related pool asset documents. 

              	
                X

              	 	 	
                X

              	 	 	 
	
                1122(d)(4)(ii)

              	
                Pool
                  assets and related documents are safeguarded as required by the
                  transaction agreements 

              	
                X

              	 	 	
                X

              	 	 	 
	
                1122(d)(4)(iii)

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

              	
                X

              	
                X

              	 	 	 	 	 
	
                1122(d)(4)(iv)

              	
                Payments
                  on pool assets, including any payoffs, made in accordance with
                  the related
                  pool asset 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 pool asset documents. 

              	
                X

              	 	 	 	 	 	 
	
                1122(d)(4)(v)

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

              	
                X

              	 	 	 	 	 	 
	
                1122(d)(4)(vi)

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

              	
                X

              	 	 	 	 	 	 
	
                1122(d)(4)(vii)

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

              	
                X

              	 	 	 	 	 	 
	
                1122(d)(4)(viii)

              	
                Records
                  documenting collection efforts are maintained during the period
                  a pool
                  asset 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 pool assets including, for
                  example,
                  phone calls, letters and payment rescheduling plans in cases where
                  delinquency is deemed temporary (e.g., illness or unemployment).
                  

              	
                X

              	 	 	 	 	 	 


      

       

       

      
        
          
          

        

        
          CC-3

          
            

          

        

        
          
          

        

      

       

      
        	
                1122(d)(4)(ix)

              	
                Adjustments
                  to interest rates or rates of return for pool assets with variable
                  rates
                  are computed based on the related pool asset documents. 

              	
                X

              	 	 	 	 	 	 
	
                1122(d)(4)(x)

              	
                Regarding
                  any funds held in trust for an obligor (such as escrow accounts):
                  (A) such
                  funds are analyzed, in accordance with the obligor’s pool asset 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 pool asset documents
                  and state
                  laws; and (C) such funds are returned to the obligor within 30
                  calendar
                  days of full repayment of the related pool assets, or such other
                  number of
                  days specified in the transaction agreements. 

              	
                X

              	 	 	 	 	 	 
	
                1122(d)(4)(xi)

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

              	
                X

              	 	 	 	 	 	 
	
                1122(d)(4)(xii)

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

              	
                X

              	 	 	 	 	 	 
	
                1122(d)(4)(xiii)

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

              	
                X

              	 	 	 	 	 	 
	
                1122(d)(4)(xiv)
                  

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

              	
                X

              	
                X

              	
                X

              	 	 	 	 


      

       

       

      
        
          
          

        

        
          CC-4

          
            

          

        

        
          
          

        

      

       

      
        	
                1122(d)(4)(xv)

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

              	 	 	
                X

              	 	 	
                X

              	 


      

      


      


      


      
        
          
          

        

        
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