EXHIBIT
      4.1

    


    
      

      

    

     

    BNP
      PARIBAS MORTGAGE SECURITIES 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

            


    

     

    
      
        
        

      

      
        -i-

        
          

        

      

      
        
        

      

    

     

    
      	
              SECTION
                3.17.

            	
              Servicing
                Compensation.

            	
              46

            
	
              SECTION
                3.18.

            	
              Maintenance
                of Certain Servicing Policies.

            	
              46

            
	
              SECTION
                3.19.

            	
              Annual
                Statement as to Compliance.

            	
              47

            
	
              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

            
	
              SECTION
                3.25.

            	
              Intention
                of the Parties and Interpretation.

            	
              52

            
	 
	
              ARTICLE
                IV

               

              PAYMENTS
                TO CERTIFICATEHOLDERS

            
	 
	
              SECTION
                4.01.

            	
              Certificate
                Account; Distributions.

            	
              53

            
	
              SECTION
                4.02.

            	
              Statements
                to Certificateholders.

            	
              56

            
	
              SECTION
                4.03.

            	
              Remittance
                Reports; Advances by the Master Servicer.

            	
              58

            
	
              SECTION
                4.04.

            	
              Allocation
                of Realized Losses.

            	
              60

            
	
              SECTION
                4.05.

            	
              Information
                Reports to be Filed by the Master Servicer.

            	
              60

            
	
              SECTION
                4.06.

            	
              Compliance
                with Withholding Requirements.

            	
              61

            
	 
	
              ARTICLE
                V

               

              THE
                CERTIFICATES

            
	 
	
              SECTION
                5.01.

            	
              The
                Certificates.

            	
              62

            
	
              SECTION
                5.02.

            	
              Registration
                of Transfer and Exchange of Certificates.

            	
              63

            
	
              SECTION
                5.03.

            	
              Mutilated,
                Destroyed, Lost or Stolen Certificates.

            	
              66

            
	
              SECTION
                5.04.

            	
              Persons
                Deemed Owners.

            	
              67

            
	 
	
              ARTICLE
                VI

               

              THE
                DEPOSITOR
                AND THE MASTER SERVICER

            
	 
	
              SECTION
                6.01.

            	
              Liability
                of the Depositor and the Master Servicer.

            	
              68

            
	
              SECTION
                6.02.

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

            	
              68

            
	
              SECTION
                6.03.

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

            	
              68

            
	
              SECTION
                6.04.

            	
              Limitation
                on Resignation of the Master Servicer.

            	
              69

            
	 
	
              ARTICLE
                VII

               

              DEFAULT

            
	 
	
              SECTION
                7.01.

            	
              Events
                of Default.

            	
              70

            
	
              SECTION
                7.02.

            	
              Trustee
                to Act; Appointment of Successor.

            	
              72

            


    

     

    
      
        
        

      

      
        -ii-

        
          

        

      

      
        
        

      

    

     

    
      	
              SECTION
                7.03.

            	
              Notification
                to Certificateholders.

            	
              72

            
	
              SECTION
                7.04.

            	
              Waiver
                of Events of Default.

            	
              73

            
	 
	
              ARTICLE
                VIII

               

              CONCERNING
                THE TRUSTEE

            
	 
	
              SECTION
                8.01.

            	
              Duties
                of Trustee.

            	
              74

            
	
              SECTION
                8.02.

            	
              Certain
                Matters Affecting the Trustee.

            	
              75

            
	
              SECTION
                8.03.

            	
              Trustee
                Not Liable for Certificates or Mortgage Loans.

            	
              76

            
	
              SECTION
                8.04.

            	
              Trustee
                May Own Certificates.

            	
              76

            
	
              SECTION
                8.05.

            	
              Payment
                of Trustee’s Fees.

            	
              76

            
	
              SECTION
                8.06.

            	
              Eligibility
                Requirements for Trustee.

            	
              77

            
	
              SECTION
                8.07.

            	
              Resignation
                and Removal of the Trustee.

            	
              77

            
	
              SECTION
                8.08.

            	
              Successor
                Trustee.

            	
              78

            
	
              SECTION
                8.09.

            	
              Merger
                or Consolidation of Trustee.

            	
              78

            
	
              SECTION
                8.10.

            	
              Appointment
                of Co-Trustee or Separate Trustee.

            	
              79

            
	
              SECTION
                8.11.

            	
              Commission
                Reporting.

            	
              80

            
	 
	
              ARTICLE
                IX

               

              TERMINATION

            
	 
	
              SECTION
                9.01.

            	
              Termination
                Upon Repurchase or Liquidation of All Mortgage Loans.

            	
              85

            
	
              SECTION
                9.02.

            	
              Additional
                Termination Requirements.

            	
              86

            
	 
	
              ARTICLE
                X

               

              REMIC
                PROVISIONS

            
	 
	
              SECTION
                10.01.

            	
              REMIC
                Administration.

            	
              88

            
	
              SECTION
                10.02.

            	
              Prohibited
                Transactions and Activities.

            	
              90

            
	
              SECTION
                10.03.

            	
              Master
                Servicer and Trustee Indemnification.

            	
              91

            
	 
	
              ARTICLE
                XI

               

              MISCELLANEOUS
                PROVISIONS

            
	 
	
              SECTION
                11.01.

            	
              Amendment.

            	
              92

            
	
              SECTION
                11.02.

            	
              Recordation
                of Agreement; Counterparts.

            	
              93

            
	
              SECTION
                11.03.

            	
              Limitation
                on Rights of Certificateholders.

            	
              93

            
	
              SECTION
                11.04.

            	
              Governing
                Law.

            	
              94

            
	
              SECTION
                11.05.

            	
              Notices.

            	
              94

            
	
              SECTION
                11.06.

            	
              Severability
                of Provisions.

            	
              95

            
	
              SECTION
                11.07.

            	
              Successors
                and Assigns; Third Party Beneficiary.

            	
              95

            
	
              SECTION
                11.08.

            	
              Article
                and Section Headings.

            	
              95

            
	
              SECTION
                11.09.

            	
              Notice
                to Rating Agencies and Certificateholder.

            	
              95

            


    

     

    
      
        
        

      

      
        -iii-

        
          

        

      

      
        
        

      

    

     

    
      	
              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 SECURITIES 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.

    
      
        
        

      

      
        -2-

        
          

        

      

      
        
        

      

    

     

    “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.

    
      
        
        

      

      
        -3-

        
          

        

      

      
        
        

      

    

     

    “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 Securities
      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.

    
      
        
        

      

      
        -5-

        
          

        

      

      
        
        

      

    

     

    “Depositor”:
      BNP Paribas Mortgage Securities 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.

    
      
        
        

      

      
        -6-

        
          

        

      

      
        
        

      

    

     

    “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.

    
      
        
        

      

      
        -7-

        
          

        

      

      
        
        

      

    

     

    “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.

    
      
        
        

      

      
        -8-

        
          

        

      

      
        
        

      

    

     

    “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.

    
      
        
        

      

      
        -9-

        
          

        

      

      
        
        

      

    

     

    “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.

    
      
        
        

      

      
        -10-

        
          

        

      

      
        
        

      

    

     

    “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.

    
      
        
        

      

      
        -11-

        
          

        

      

      
        
        

      

    

     

    “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.

    
      
        
        

      

      
        -12-

        
          

        

      

      
        
        

      

    

     

    “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.

    
      
        
        

      

      
        -13-

        
          

        

      

      
        
        

      

    

     

    “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.

    
      
        
        

      

      
        -14-

        
          

        

      

      
        
        

      

    

     

    “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.

    
      
        
        

      

      
        -15-

        
          

        

      

      
        
        

      

    

     

    “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.

    
      
        
        

      

      
        -16-

        
          

        

      

      
        
        

      

    

     

    “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.

    
      
        
        

      

      
        -17-

        
          

        

      

      
        
        

      

    

     

    “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.

    
      
        
        

      

      
        -18-

        
          

        

      

      
        
        

      

    

     

    “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.

     

    “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.

    
      
        
        

      

      
        -19-

        
          

        

      

      
        
        

      

    

     

    “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.

    
      
        
        

      

      
        -20-

        
          

        

      

      
        
        

      

    

     

    “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.

    
      
        
        

      

      
        -21-

        
          

        

      

      
        
        

      

    

     

    “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.

     

    
      
        
        

      

      
        -22-

        
          

        

      

      
        
        

      

    

    “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.

     

     

     

     

    
 

    
      
        
        

      

      
        -23-

        
          

        

      

      
        
        

      

    


    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 Securities 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 Securities 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;

    
      
        
        

      

      
        -24-

        
          

        

      

      
        
        

      

    

     

    (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.

    
      
        
        

      

      
        -25-

        
          

        

      

      
        
        

      

    

     

    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.

    
      
        
        

      

      
        -26-

        
          

        

      

      
        
        

      

    

     

    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.

    
      
        
        

      

      
        -27-

        
          

        

      

      
        
        

      

    

     

    
      	 	
              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;

    
      
        
        

      

      
        -28-

        
          

        

      

      
        
        

      

    

     

    (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;

    
      
        
        

      

      
        -29-

        
          

        

      

      
        
        

      

    

     

    (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.

    
      
        
        

      

      
        -30-

        
          

        

      

      
        
        

      

    

     

    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.

    
      
        
        

      

      
        -31-

        
          

        

      

      
        
        

      

    

     

    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.

    
      
        
        

      

      
        -32-

        
          

        

      

      
        
        

      

    

     

    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.

     

     

     


    
      
        
        

      

      
        -33-

        
          

        

      

      
        
        

      

    


    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.

    
      
        
        

      

      
        -34-

        
          

        

      

      
        
        

      

    

     

    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.

    
      
        
        

      

      
        -35-

        
          

        

      

      
        
        

      

    

     

    
      	 	
              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.

    
      
        
        

      

      
        -36-

        
          

        

      

      
        
        

      

    

     

    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.

    
      
        
        

      

      
        -37-

        
          

        

      

      
        
        

      

    

     

    
      	 	
              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;

    
      
        
        

      

      
        -38-

        
          

        

      

      
        
        

      

    

     

    (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;

    
      
        
        

      

      
        -39-

        
          

        

      

      
        
        

      

    

     

    (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.

    
      
        
        

      

      
        -40-

        
          

        

      

      
        
        

      

    

     

    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.

    
      
        
        

      

      
        -41-

        
          

        

      

      
        
        

      

    

     

    (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.

    
      
        
        

      

      
        -42-

        
          

        

      

      
        
        

      

    

     

    
      	 	
              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.

    
      
        
        

      

      
        -44-

        
          

        

      

      
        
        

      

    

     

    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.

    
      
        
        

      

      
        -45-

        
          

        

      

      
        
        

      

    

     

    
      	 	
              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.

    
      
        
        

      

      
        -46-

        
          

        

      

      
        
        

      

    

     

    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;

    
      
        
        

      

      
        -47-

        
          

        

      

      
        
        

      

    

     

    (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.

    
      
        
        

      

      
        -48-

        
          

        

      

      
        
        

      

    

     

    
      	 	
              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.

    
      
        
        

      

      
        -49-

        
          

        

      

      
        
        

      

    

     

    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.

    
      
        
        

      

      
        -50-

        
          

        

      

      
        
        

      

    

     

    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.

            


    

     

    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:

    
      
        
        

      

      
        -53-

        
          

        

      

      
        
        

      

    

     

    (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;

    
      
        
        

      

      
        -54-

        
          

        

      

      
        
        

      

    

     

    (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.

    
      
        
        

      

      
        -55-

        
          

        

      

      
        
        

      

    

     

    (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;]

    
      
        
        

      

      
        -56-

        
          

        

      

      
        
        

      

    

     

    (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;

    
      
        
        

      

      
        -57-

        
          

        

      

      
        
        

      

    

     

    (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.

    
      
        
        

      

      
        -58-

        
          

        

      

      
        
        

      

    

     

    (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.


    
      
        
        

      

      
        -61-

        
          

        

      

      
        
        

      

    


    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.

    
      
        
        

      

      
        -62-

        
          

        

      

      
        
        

      

    

     

    
      	 	
              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.

    
      
        
        

      

      
        -63-

        
          

        

      

      
        
        

      

    

     

    (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.”

    
      
        
        

      

      
        -64-

        
          

        

      

      
        
        

      

    

     

    (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.

    
      
        
        

      

      
        -65-

        
          

        

      

      
        
        

      

    

     

    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.

    
      
        
        

      

      
        -66-

        
          

        

      

      
        
        

      

    

     

    
      	 	
              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.


    
      
        
        

      

      
        -67-

        
          

        

      

      
        
        

      

    


    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.

    
      
        
        

      

      
        -68-

        
          

        

      

      
        
        

      

    

     

    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.

    
      
        
        

      

      
        -72-

        
          

        

      

      
        
        

      

    

     

    (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.

     

    
      	 	
              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.


    
      
        
        

      

      
        -73-

        
          

        

      

      
        
        

      

    


    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;

    
      
        
        

      

      
        -74-

        
          

        

      

      
        
        

      

    

     

    (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

    
      
        
        

      

      
        -75-

        
          

        

      

      
        
        

      

    

     

    (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.

    
      
        
        

      

      
        -76-

        
          

        

      

      
        
        

      

    

     

    
      	 	
              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.

    
      
        
        

      

      
        -78-

        
          

        

      

      
        
        

      

    

     

    
      	 	
              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.

    
      
        
        

      

      
        -79-

        
          

        

      

      
        
        

      

    

    


    
      	 	
              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

    
      
        
        

      

      
        -80-

        
          

        

      

      
        
        

      

    

     

    (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;

    
      
        
        

      

      
        -81-

        
          

        

      

      
        
        

      

    

     

    (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.

     

    (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.

    
      
        
        

      

      
        -82-

        
          

        

      

      
        
        

      

    

     

    (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.

    
      
        
        

      

      
        -83-

        
          

        

      

      
        
        

      

    

     

    (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.

     


    
      
        
        

      

      
        -84-

        
          

        

      

      
        
        

      

    


    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.

    
      
        
        

      

      
        -85-

        
          

        

      

      
        
        

      

    

     

    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:

    
      
        
        

      

      
        -86-

        
          

        

      

      
        
        

      

    

     

    (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.

     


    
      
        
        

      

      
        -87-

        
          

        

      

      
        
        

      

    


    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.

    
      
        
        

      

      
        -88-

        
          

        

      

      
        
        

      

    

     

    (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.

    
      
        
        

      

      
        -89-

        
          

        

      

      
        
        

      

    

     

    (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.

    
      
        
        

      

      
        -90-

        
          

        

      

      
        
        

      

    

     

    
      	 	
              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.

     


    
      
        
        

      

      
        -91-

        
          

        

      

      
        
        

      

    


    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.

    
      
        
        

      

      
        -92-

        
          

        

      

      
        
        

      

    

     

    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.

    
      
        
        

      

      
        -93-

        
          

        

      

      
        
        

      

    

     

    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.

    
      
        
        

      

      
        -94-

        
          

        

      

      
        
        

      

    

     

    
      	 	
              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:

    
      
        
        

      

      
        -95-

        
          

        

      

      
        
        

      

    

     

    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.

    
      
        
        

      

      
        -96-

        
          

        

      

      
        
        

      

    

    


     


    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 SECURITIES 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 SECURITIES 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 Securities 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 Securities 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 SECURITIES 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 Securities 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 mortgage loans (the “Mortgage Loans”), formed and sold by BNP Paribas
      Mortgage Securities 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.

    
      
        
        

      

      
        A-2-2

        
          

        

      

      
        
        

      

    

     

    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 [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 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.

    
      
        
        

      

      
        A-2-3

        
          

        

      

      
        
        

      

    

     

    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”).

     

    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-1

        
          

        

      

      
        
        

      

    


    


    
      	
              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 SECURITIES 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 Securities 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-2

        
          

        

      

      
        
        

      

    

     

    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 Securities 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-3

        
          

        

      

      
        
        

      

    

     

    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-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.

    
      
        
        

      

      
        B-5

        
          

        

      

      
        
        

      

    

     

    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-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 R Certificates referred to in the within-mentioned
      Agreement.

    


    
      	 	
              [NAME
                OF TRUSTEE],

              as
                Trustee

            
	 	 
	 	
              By:__________________________________

              Authorized
                Signatory

            


    

    



    
      
        
        

      

      
        B-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)

     

    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-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.

     

    


    


     


    
      
        
        

      

      
        B-9

        
          

        

      

      
        
        

      

    



    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 Securities 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 Securities 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 Securities 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 Securities 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

     


    
      
        
        

      

      
        F-2-1

        
          

        

      

      
        
        

      

    



    EXHIBIT
      G-1

     

    FORM
      OF
      INVESTOR REPRESENTATION LETTER

     

    ___________,200__

     

    BNP
      Paribas Mortgage Securities LLC

    [Address]

     

    [Name
      of
      Trustee]

    ______________________

    ______________________

     

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

     

    
      	 	
              Re:

            	
              BNP
                Paribas Mortgage Securities 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 Securities 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.]

     

    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-1-2

        
          

        

      

      
        
        

      

    


    


    


    
      	 	
              Very
                truly yours,

              ____________________________________

              (Purchaser)

            
	 	 
	 	
              By:
                _________________________________

              Name:
                ______________________________

              Title:
                _______________________________

            


    

    


    


    


     


    
      
        
        

      

      
        G-1-3

        
          

        

      

      
        
        

      

    



    EXHIBIT
      G-2

     

    FORM
      OF
      TRANSFEROR REPRESENTATION LETTER

     

    ______________,200___

     

    BNP
      Paribas Mortgage Securities LLC

    [Address]

     

    [Name
      of
      Trustee]

    ______________________

    ______________________

     

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

     

    
      	 	
              Re:

            	
              BNP
                Paribas Mortgage Securities 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
      Securities 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 Securities
      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 Securities LLC

    [Address]

     

    [Name
      of
      Trustee]

    _____________________

    _____________________

     

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

     

    
      	 	
              Re:

            	
              BNP
                Paribas Mortgage Securities 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 Securities 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 Securities 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.

     

    (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-1

        
          

        

      

      
        
        

      

    


    


    


    
      	
              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 SECURITIES LLC

               

              By:________________________________

              Name:

              Title:

               

            


    

    


    



    
      
        
        

      

      
        J-2

        
          

        

      

      
        
        

      

    



    EXHIBIT
      K

    FORM
      OF
      DEPOSITOR CERTIFICATION

     

    
      	 	
              Re:

            	
              BNP
                Paribas Mortgage Securities 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 Securities 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 Securities 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 Securities LLC,
Mortgage Pass-Through Certificates,
                Series 200_-_

            


    

     

    [__________]
      (the “Trustee”) hereby certifies to BNP Paribas Mortgage Securities 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 Securities 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 Securities 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 Securities 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.

    
      

        
          	
                  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)

                	 	 	 
	 	 	
                  (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)

                	 	 	 


        

         

        
          
            
            

          

          
            N-1

            
              

            

          

          
            
            

          

        

         

        
          	
                  Form

                	
                  Item

                	
                  Description

                	
                  Master
                    

                  Servicer

                	
                  Trustee

                	
                  Custodian

                	
                  Depositor

                	
                  Sponsor

                
	 	 	
                      (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)

                	 	 	 
	 	 	
                  (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)

                	 	 	 


        

         

        
          
            
            

          

          
            N-2

            
              

            

          

          
            
            

          

        

         

        
          	
                  Form

                	
                  Item

                	
                  Description

                	
                  Master
                    

                  Servicer

                	
                  Trustee

                	
                  Custodian

                	
                  Depositor

                	
                  Sponsor

                
	 	 	
                  (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

                	 
	 	 	
                  Custodian

                	 	 	
                  X

                	 	 


        

         

        
          
            
            

          

          
            N-5

            
              

            

          

          
            
            

          

        

         

        
          	
                  Form

                	
                  Item

                	
                  Description

                	
                  Master
                    

                  Servicer

                	
                  Trustee

                	
                  Custodian

                	
                  Depositor

                	
                  Sponsor

                
	 	
                  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 

                
	 	
                  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]

                	 	 	 	 	 


        

         

        
          
            
            

          

          
            N-8

            
              

            

          

          
            
            

          

        

         

        
          	
                  Form

                	
                  Item

                	
                  Description

                	
                  Master
                    

                  Servicer

                	
                  Trustee

                	
                  Custodian

                	
                  Depositor

                	
                  Sponsor

                
	 	 	
                  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

                	 
	 	
                  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

                	 


        

         

        
          
            
            

          

          
            N-10

            
              

            

          

          
            
            

          

        

         

        
          	
                  Form

                	
                  Item

                	
                  Description

                	
                  Master
                    

                  Servicer

                	
                  Trustee

                	
                  Custodian

                	
                  Depositor

                	
                  Sponsor

                
	 	
                  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

                	 	 	 
	 	 	
                  Issuing
                    entity

                	 	 	 	
                  X

                	 


        

         

        
          
            
            

          

          
            N-11

            
              

            

          

          
            
            

          

        

         

        
          	
                  Form

                	
                  Item

                	
                  Description

                	
                  Master
                    

                  Servicer

                	
                  Trustee

                	
                  Custodian

                	
                  Depositor

                	
                  Sponsor

                
	 	 	
                  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

            	 	 	 	 	 	 


    

     

    
      
        
        

      

      
        CC-3

        
          

        

      

      
        
        

      

    

     

    
      	
              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

            	 	 	 	 	 	 
	
              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

            	 	 	 	 
	
              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

            	 


    

     

    
      
        
        

      

      
        CC-4