AMENDMENT
      NUMBER THREE


to
      the





SERVICING
      AGREEMENT





Dated
      as
      of December 20, 2005





between





EMC
      MORTGAGE CORPORATION,


as
      Owner





and





GMAC
      MORTGAGE CORPORATION,


as
      Servicer





This
      AMENDMENT NUMBER THREE (this “Amendment”) is made and entered into this
      20 th day of
      December, 2005, by and between EMC Mortgage Corporation, a Delaware corporation,
      as owner (the “Owner”) and GMAC Mortgage Corporation, as servicer (the
“Servicer”) in connection with the Servicing Agreement, dated as of May 1, 2001,
      between the above mentioned parties (the “Agreement”). This Amendment is made
      pursuant to Section 11.02 of the Agreement.





RECITALS




WHEREAS,  the
      parties hereto have entered into the Agreement;





WHEREAS,
      the Agreement provides that the parties thereto may enter into an amendment
      to
      the Agreement;





WHEREAS,
      the parties hereto desire to amend the Agreement as set forth in this Amendment;
      and





NOW,
      THEREFORE, in consideration of the premises and for other good and valuable
      consideration, the receipt and sufficiency of which is hereby acknowledged,
      the
      parties hereto agree as follows:





1.  Capitalized
      terms used herein and not defined herein shall have the meanings assigned to
      such terms in the Agreement.





2.  Article
      I
      of the Agreement is hereby amended effective as of the date hereof by adding
      the
      following definitions to Section 1.01:





Commission
      or SEC :
      The
      Securities and Exchange Commission.





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





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





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





Pass-Through
      Transfer :
      Any
      transaction involving either (1) a sale or other transfer of some or all of
      the
      Mortgage Loans directly or indirectly to an issuing entity in connection with
      an
      issuance of publicly offered or privately placed, rated or unrated
      mortgage-backed securities or (2) an issuance of publicly offered or privately
      placed, rated or unrated securities, the payments on which are determined
      primarily by reference to one or more portfolios of residential mortgage loans
      consisting, in whole or in part, of some or all of the Mortgage
      Loans.





Qualified
      Correspondent :
      Any
      Person from which the Servicer purchased Mortgage Loans, provided that the
      following conditions are satisfied: (i) such Mortgage Loans were originated
      pursuant to an agreement between the Servicer and such Person that contemplated
      that such Person would underwrite mortgage loans from time to time, for sale
      to
      the Servicer, in accordance with underwriting guidelines designated by the
      Servicer (“Designated Guidelines”) or guidelines that do not vary materially
      from such Designated Guidelines; (ii) such Mortgage Loans were in fact
      underwritten as described in clause (i) above and were acquired by the Servicer
      within 180 days after origination; (iii) either (x) the Designated Guidelines
      were, at the time such Mortgage Loans were originated, used by the Servicer
      in
      origination of mortgage loans of the same type as the Mortgage Loans for the
      Servicer’s own account or (y) the Designated Guidelines were, at the time such
      Mortgage Loans were underwritten, designated by the Servicer on a consistent
      basis for use by lenders in originating mortgage loans to be purchased by the
      Servicer; and (iv) the Servicer employed, at the time such Mortgage Loans were
      acquired by the Servicer, pre-purchase or post-purchase quality assurance
      procedures (which may involve, among other things, review of a sample of
      mortgage loans purchased during a particular time period or through particular
      channels) designed to ensure that Persons from which it purchased mortgage
      loans
      properly applied the underwriting criteria designated by the
      Servicer.





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





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





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





Servicing
      Criteria :
      As of
      any date of determination, the “servicing criteria” set forth in Item 1122(d) of
      Regulation AB, or any amendments thereto, a summary of the requirements of
      which
      as of the date hereof is attached hereto as Exhibit G for convenience of
      reference only. In the event of a conflict or inconsistency between the terms
      of
      Exhibit G and the text of Item 1122(d) of Regulation AB, the text of Item
      1122(d) of Regulation AB shall control (or those Servicing Criteria otherwise
      mutually agreed to by the Owner, Servicer and any Person that will be
      responsible for signing any Sarbanes Certification with respect to a
      Securitization Transaction in response to evolving interpretations of Regulation
      AB and incorporated into a revised Exhibit G).





Static
      Pool Information :
      Static
      pool information as described in Item 1105(a)(1)-(3) and 1105(c) of Regulation
      AB.





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





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





Third-Party
      Originator :
      Each
      Person, other than a Qualified Correspondent, that originated Mortgage Loans
      acquired by the Servicer.





3.  Article
      III of the Agreement is hereby amended effective as of the date hereof by adding
      the following new clause (m):





(m)  As
      of the
      date of each Pass-Through Transfer, and except as has been otherwise disclosed
      to the Owner, any Master Servicer and any Depositor: (1) the Servicer is not
      aware and has not received notice that any default or servicing related
      performance trigger has occurred as to any other securitization due to any
      act
      or failure to act of the Servicer; (2) no material noncompliance with applicable
      servicing criteria as to any other securitization involving residential mortgage
      loans involving the Servicer as servicer has been disclosed or reported by
      the
      Servicer; (3) the Servicer has not been terminated as servicer in a residential
      mortgage loan securitization, either due to a servicing default or to
      application of a servicing performance test or trigger; (4) no material changes
      to the Servicer’s servicing policies and procedures with respect to the
      servicing function it will perform under this Agreement or any Reconstitution
      Agreement has occurred in the preceding three years; (5) there are no aspects
      of
      the Servicer’s financial condition that could have a material adverse impact on
      the performance by the Servicer of its servicing obligations hereunder; (6)
      there are no legal proceedings pending, or known to be contemplated by
      governmental authorities, against the Servicer that could be material to
      investors in the securities issued in such Pass-Through Transfer; and (7) there
      are no affiliations, relationships or transactions relating to the Servicer
      of a
      type that are described under Item 1119 of Regulation AB.





4.  Article
      IV of the Agreement is hereby amended effective as of the date hereof by adding
      the following new Section 4.14:





Section
      4.14  Financial
      Statements .





Upon
      request by the Purchaser, the Servicer shall provide its financial statements
      of
      its parent for the previous two fiscal years.





5.  The
      Agreement is hereby amended effective as of the date hereof by moving clauses
      (a) through (m) of Article III to Section 3.01.





6.  The
      Agreement is hereby amended effective as of the date hereof by adding the
      following new Section 3.02:





Section
      3.02 Updates .





(a)  If
      so
      requested by the Owner or any Depositor on any date, the Servicer shall, within
      five Business Days ,
      and in
      no event later than seven Business Days following such request, confirm in writing the accuracy of the representations
      and warranties set forth in clause (m) of this Article III or, if any such
      representation and warranty is not accurate as of the date of such request,
      provide reasonably adequate disclosure of the pertinent facts, in writing,
      to
      the requesting party.





(b)  If
      so
      requested by the Owner or any Depositor for the purpose of satisfying its
      reporting obligation under the Exchange Act with respect to any class of
      asset-backed securities, the Servicer shall (or shall cause each Subservicer
      to)
      (i) notify the Owner, any Master Servicer and any Depositor in writing of (A)
      any material litigation or governmental proceedings pending against the Servicer
      or any Subservicer, (B) any affiliations or relationships that develop following
      the closing date of a Pass-Through Transfer between the Servicer or any
      Subservicer and any of the parties specified in clause (7) of paragraph (m)
      of
      Section 3.01 (and any other parties identified in writing by the requesting
      party) with respect to such Pass-Through Transfer ,  (C)
      any
      Event of Default under the terms of this Agreement or any Reconstitution
      Agreement, (D) any merger, consolidation or sale of substantially all of the
      assets of the Servicer, and (E) the Servicer’s entry into an agreement with a
      Subservicer to perform or assist in the performance of any of the Servicer’s
      obligations under this Agreement or any Reconstitution Agreement and
      (ii) provide
      to the Owner and any Depositor a description of such proceedings, affiliations
      or relationships.





All
      notification pursuant to this Section 3.02(b), other than those pursuant to
      Section 3.02(b)(i)(A), should be sent to:





EMC
      Mortgage Corporation


2780
      Lake
      Vista Drive


Lewisville,
      TX 75067-3884


Attention:
      Conduit Seller Approval Dept.


Facsimile:
      (214) 626-3751


Email:
      sellerapproval@bear.com





With
      a
      copy to:





Bear,
      Stearns & Co. Inc.


383
      Madison Avenue, 3rd Floor


New,
      York, NY 10179


Attention:
      Global Credit Administration


Facsimile:
      (212) 272-6564





Notifications
      pursuant to Section 3.01(b)(i)(A) should be sent to:





EMC
      Mortgage Corporation


Two
      Mac
      Arthur Ridge


909
      Hidden Ridge Drive, Suite 200


Irving,
      TX 75038


Attention:
      Associate General Counsel for Loan Administration


Facsimile:
      (972) 831-2555





With
      copies to:





Bear,
      Stearns & Co. Inc.


383
      Madison Avenue, 3rd Floor


New,
      York, NY 10179


Attention:
      Global Credit Administration


Facsimile:
      (212) 272-6564





EMC
      Mortgage Corporation


2780
      Lake
      Vista Drive


Lewisville,
      TX 75067-3884


Attention:
      Conduit Seller Approval Dept.


Facsimile:
      (214) 626-3751


Email:
      sellerapproval@bear.com





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





7.  Article
      IV of the Agreement is hereby amended effective as of the date hereof by adding
      the following after the first sentence of Section 4.01 :





In
      addition, the Servicer shall furnish information regarding the borrower credit
      files related to such Mortgage Loan to credit reporting agencies in compliance
      with the provisions of the Fair Credit Reporting Act and the applicable
      implementing regulations.





8.  Article
      IV of the Agreement is hereby amended effective as of the date hereof by
      revising the first paragraph of Section 4.03 by adding the following after
      the
      first sentence:





In
      determining the delinquency status of any Mortgage Loan, the Servicer will
      use
      delinquency recognition policies as utilized by the Servicer in connection
      with
      the servicing of mortgage loans on its own securitizations.





9.  Article
      V
      of the Agreement is hereby amended effective as of the date hereof by deleting
      Section 5.02 in its entirety and replacing it with the following:





Section
      5.02  Statements
      to the Owner .





The
      Servicer shall furnish to the Owner an individual Mortgage Loan accounting
      report (a “Report”), as of the last Business Day of each month, in the
      Servicer's assigned loan number order to document Mortgage Loan payment activity
      on an individual Mortgage Loan basis. With respect to each month, such Report
      shall be received by the Owner (i) no later than the fifth Business Day of
      the
      following month of the related Remittance Date on a disk or tape or other
      computer-readable format, in such format as may be mutually agreed upon by
      both
      the Owner and the Servicer, and (ii) no later than the tenth Business Day of
      the
      following month of the related Remittance Date in hard copy, which Report shall
      contain the following:





(i)  with
      respect to each Mortgage Loan and each Monthly Payment, the amount of such
      remittance allocable to principal (including a separate breakdown of any
      Principal Prepayment, including the date of such prepayment, and any prepayment
      penalties or premiums, along with a detailed report of interest on principal
      prepayment amounts remitted in accordance with Section 4.04);





(ii)  with
      respect to each Mortgage Loan and each Monthly Payment, the amount of such
      remittance allocable to interest;





(iii)  with
      respect to each Mortgage Loan, the amount of servicing compensation received
      by
      the Servicer during the prior distribution period;





(iv)  the
      Stated Principal Balance of each Mortgage Loan and the aggregate Stated
      Principal Balance of all Mortgage Loans as of the first day of the distribution
      period and the last day of the distribution period;





(v)  with
      respect to each Mortgage Loan, the current Mortgage Interest Rate;





(vi)  with
      respect to each Mortgage Loan, the aggregate amount of any Insurance Proceeds,
      Condemnation Proceeds, Liquidation Proceeds and REO Disposition Proceeds
      received during the prior distribution period;





(vii)  with
      respect to each Mortgage Loan, the amount of any Prepayment Interest Shortfalls
      paid by the Servicer in accordance with Section 4.04(viii) during the prior
      distribution period;





(viii)  with
      respect to each Mortgage Loan, the Stated Principal Balance of each Mortgage
      Loan (a) delinquent as grouped in the following intervals through final
      liquidation of such Mortgage Loan: 30 to 59 days, 60 to 89 days, 90 days or
      more; (b) as to which foreclosure has commenced; and (c) as to which REO
      Property has been acquired;





(ix)  with
      respect to each Mortgage Loan, and in the aggregate for all Mortgage Loans,
      the
      amount of any Monthly Advances made by the Servicer during the prior
      distribution period;





(x)  with
      respect to each Mortgage Loan, the amount of any Servicing Advances made by
      the
      Servicer with respect to such Mortgage Loan, and the aggregate amount of
      Servicing Advances for all Mortgage Loans during the prior distribution
      period;





(xi)  with
      respect to each Mortgage Loan, a description of any Nonrecoverable Advances
      made
      by the Servicer with respect to such Mortgage Loan including the amount, terms
      and general purpose of such Nonrecoverable Advances, and the aggregate amount
      of
      Nonrecoverable Advances for all Mortgage Loans during the prior distribution
      period;





(xii)  with
      respect to any Mortgage Loan, a description of any material modifications,
      extensions or waivers to the terms, fees, penalties or payments of such Mortgage
      Loan during the prior distribution period or that have cumulatively become
      material over time;





(xiii)  with
      respect to each Mortgage Loan, the Stated Principal Balance of any substitute
      Mortgage Loan provided by the Servicer and the Stated Principal Balance of
      any
      Mortgage Loan that has been replaced by a substitute Mortgage Loan in accordance
      with Section 3.03 herein;





(xiv)  with
      respect to each Mortgage Loan, the Stated Principal Balance of any Mortgage
      Loan
      that has been repurchased by the Servicer in accordance with Section 3.03
      herein.





For
      any
      Mortgage Loan in a Pass-Through Transfer, the Servicer shall also furnish the
      following items in the Report to the Master Servicer, provided that if these
      items are included in the report to the Owner they need not be incorporated
      in
      the Report:





(i)  the
      beginning and ending balances of the Custodial Account and Escrow
      Account;





(ii)  with
      respect to each Mortgage Loan, a description of any Monthly Advances, Servicing
      Advances and Nonrecoverable Advances reimbursed to the Servicer with respect
      to
      such Mortgage Loan during the prior distribution period pursuant to Section
      4.05, and the source of funds for such reimbursement, and the aggregate amount
      of any Monthly Advances, Servicing Advances and Nonrecoverable Advances
      reimbursed to the Servicer for all Mortgage Loans during the prior distribution
      period pursuant to Section 4.05; and





(iii)  a
      description of any material breach of a representation or warranty set forth
      in
      Section 3.01 or Section 3.02 herein or of any other breach of a covenant or
      condition contained herein and the status of any resolution of such
      breach.





In
      addition, the Servicer shall provide to the Owner such other information known
      or available to the Servicer that is necessary in order to provide the
      distribution and pool performance information as required under Item 1121 of
      Regulation AB, as amended from time to time, as determined by the Owner in
      its
      reasonable discretion. Notwithstanding the foregoing, the Servicer shall be
      under no obligation to provide information that the Owner deems required under
      Regulation AB if (i) the Servicer does not reasonably believe that such
      information is required under Regulation AB and (ii) the Servicer is not
      providing such information for (A) its own securitizations, or (B) any third
      party securitizations with mortgage loans serviced by the Servicer[, unless
      the
      Owner pays all reasonable actual costs incurred by the Servicer in connection
      with the preparation and delivery of such information and the Servicer is given
      reasonable time to establish the necessary systems and procedures to produce
      such information; provided, however, that the costs incurred by the Servicer
      in
      connection with establishing the necessary systems and procedures will be split
      pro rata with any other purchaser that makes a request for similar
      information.





The
      Servicer shall also provide a monthly report, in the form of Exhibit E hereto,
      or such other form as is mutually acceptable to the Servicer, the Owner and
      any
      Master Servicer, Exhibit H or such other agreeable format with respect to
      defaulted mortgage loans and Exhibit I, with respect to realized losses and
      gains, with each such report.





The
      Servicer shall prepare and file any and all information statements or other
      filings required to be delivered to any governmental taxing authority or to
      Owner pursuant to any applicable law with respect to the Mortgage Loans and
      the
      transactions contemplated hereby. In addition, the Servicer shall provide Owner
      with such information concerning the Mortgage Loans as is necessary for Owner
      to
      prepare its federal income tax return as Owner may reasonably request from
      time
      to time.





In
      addition, not more than sixty (60) days after the end of each calendar year,
      the
      Servicer shall furnish to each Person who was an Owner at any time during such
      calendar year an annual statement in accordance with the requirements of
      applicable federal income tax law as to the aggregate of remittances for the
      applicable portion of such year.





10.  Article
      VI of the Agreement is hereby amended effective as of the date hereof by
      deleting Section 6.04 in its entirety and replacing it with the
      following:





Section
      6.04  Annual
      Statement as to Compliance; Annual Certification .





(a)  The
      Servicer will deliver to the Owner and any Master Servicer, using its best
      efforts to deliver on March 1, but in no event later than March 15, of each
      calendar year beginning in 2007, an Officers’ Certificate acceptable to the
      Owner (an “Annual Statement of Compliance”) stating, as to each signatory
      thereof, that (i) a review of the activities of the Servicer during the
      preceding calendar year and of performance under this Agreement or other
      applicable servicing agreement has been made under such officers’ supervision
      and (ii) to the best of such officers’ knowledge, based on such review, the
      Servicer has fulfilled all of 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.





(b)  With
      respect to any Mortgage Loans that are the subject of a Pass-Through Transfer,
      using its best efforts to deliver on March 1, but in no event later than March
      15, of each calendar year beginning in 2007, an officer of the Servicer shall
      execute and deliver an Officers’ Certificate (an “Annual Certification”) to the
      Owner, any Master Servicer and any related Depositor for the benefit of each
      such entity and such entity’s affiliates and the officers, directors and agents
      of any such entity and such entity’s affiliates, in the form attached hereto as
      Exhibit F.





In
      the
      event that the Servicer fails to timely comply with this Section 6.04 after
      the
      cure period set forth herein, commencing on March 15th of the related year,
      the
      Owner shall use its commercially reasonable efforts to obtain written or verbal
      statements or assurances from the Commission, by March 30th of the related
      year
      (or such extension of time granted by the Commission so that it can review
      the
      facts surrounding any requests made by the Owner) that such failure to provide
      the required Assessment of Compliance and Attestation Report on a timely basis,
      and a one time additional failure by the Servicer to comply with this Section
      6.04, will not result in any adverse effect on the Owner or its affiliates
      with
      respect to any Shelf Registration on Form S-3 of the Owner or any of its
      affiliates. Any costs or expenses incurred by the Owner in obtaining such
      statement or assurances from the Commission shall be reimbursed to the Owner
      by
      the Servicer. In the event that the Owner is unable to receive any such
      assurances from the Commission after the use of such commercially reasonable
      efforts by March 30th (or any extension period granted by the Commission) of
      the
      related year, such failure by the Servicer to comply with this Section 6.04
      shall be deemed an Event of Default, automatically at such time, without notice
      and without any cure period, and Owner may, in addition to whatever rights
      the
      Owner may have under Section 8.01, subject to the limitation expressed therein,
      and at law or equity or to damages, including injunctive relief and specific
      performance, terminate all the rights and obligations of the Servicer under
      this
      Agreement and in and to the Mortgage Loans and the proceeds thereof without
      compensating the Servicer for the same, as provided in Section 9.01 . Such
      termination shall be considered with cause pursuant to Section 10.01 of this
      Agreement. This paragraph shall supersede any other provision in this Agreement
      or any other agreement to the contrary.





Failure
      to provide the Annual Statement of Compliance or Annual Certification will
      be
      treated as a failure of the Servicer to perform its duties under the Agreement
      and will be subject to the indemnification provisions of Section 8.01, subject
      to the limitation expressed therein, of the Agreement. This
      indemnification is understood by the parties hereto to cover any gross
      negligence, bad faith or willful misconduct of the Servicer in connection with
      its performance hereunder. For any indemnification from the Servicer to any
      Master Servicer, the Servicer in no event will be liable for punitive or
      consequential damages, regardless of the form of action, whether in contract,
      tort or otherwise.





If
      the
      indemnification provided for therein is unavailable or insufficient to hold
      harmless the Owner, each affiliate of the Owner, and each of the following
      parties participating in a Pass-Through Transfer: each sponsor and issuing
      entity; each Person (including, but not limited to, any Master Servicer, if
      applicable) responsible for the preparation, execution or filing of any report
      required to be filed with the Commission with respect to such Pass-Through
      Transfer, or for execution of a certification pursuant to Rule 13a-14(d) or
      Rule
      15d-14(d) under the Exchange Act with respect to such Pass-Through Transfer;
      each broker dealer acting as underwriter, placement agent or initial purchaser,
      each Person who controls any of such parties or the Depositor (within the
      meaning of Section 15 of the Securities Act and Section 20 of the Exchange
      Act);
      and the respective present and former directors, officers, employees, agents
      and
      affiliates of each of the foregoing and of the Depositor (each, an “Indemnified
      Party”), then the Servicer agrees that it shall contribute to the amount paid or
      payable by such Indemnified Party as a result of any claims, losses, damages
      or
      liabilities incurred by such Indemnified Party in such proportion as is
      appropriate to reflect the relative fault of such Indemnified Party on the
      one
      hand and the Servicer on the other.





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





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





11.  Article
      VI of the Agreement is hereby amended effective as of the date hereof by
      deleting Section 6.05 in its entirety and replacing it with the
      following:





Section
      6.05  [Reserved].





12.  Article
      VI of the Agreement is hereby amended effective as of the date hereof by adding
      the following new Section 6.09:





Section
      6.09  Assessment
      of Compliance with Servicing Criteria .





On
      and
      after January 1, 2006, the Servicer shall service and administer, and shall
      cause each subservicer to servicer or administer, the Mortgage Loans in
      accordance with all applicable requirements of the Servicing
      Criteria.





With
      respect to any Mortgage Loans that are the subject of a Pass-Through Transfer,
      the Servicer shall use its best efforts to deliver to the Owner or its designee,
      any Master Servicer and any Depositor on March 1, but in no event later than
      March 15 of each calendar year beginning in 2007 a report (an “Assessment of
      Compliance”) reasonably satisfactory to the Owner, any Master Servicer and any
      Depositor regarding the 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 or as otherwise
      required by the Master Servicer. Such report shall be addressed to the Owner
      and
      such Depositor and signed by an authorized officer of the Servicer, and shall
      address each of the Servicing Criteria specified on a certification
      substantially in the form of Exhibit G hereto delivered to the Owner
      concurrently with the execution of this Agreement.





With
      respect to any Mortgage Loans that are the subject of a Pass-Through Transfer,
      the Servicer shall use its best efforts to deliver to the Owner or its designee,
      any Master Servicer and any Depositor on March 1, but in no event later than
      March 15 of each calendar year beginning in 2007 a report (an “Attestation
      Report”) by a registered public accounting firm that attests to, and reports on,
      the Assessment of Compliance made by the Servicer, as required by Rules 13a-18
      and 15d-18 of the Exchange Act and Item 1122(b) of Regulation AB or as otherwise
      required by the Master Servicer, which Attestation Report must be made in
      accordance with standards for attestation reports issued or adopted by the
      Public Servicer Accounting Oversight Board.





The
      Servicer shall cause each Subservicer, and each Subcontractor determined by
      the
      Servicer pursuant to Section 11.19 to be “participating in the servicing
      function” within the meaning of Item 1122 of Regulation AB, to deliver to the
      Owner, any Master Servicer and any Depositor an assessment of compliance and
      accountants’ attestation as and when provided in Sections 6.09. Each assessment
      of compliance provided by a Subservicer shall address each of the Servicing
      Criteria specified on a certification substantially in the form of Exhibit
      G
      hereto delivered to the Owner concurrently with the execution of this Agreement
      or, in the case of a Subservicer subsequently appointed as such, on or prior
      to
      the date of such appointment.





In
      the
      event that the Servicer fails to timely comply with this Section 6.09 after
      the
      cure period set forth herein, commencing on March 15th of the related year,
      the
      Owner shall use its commercially reasonable efforts to obtain written or verbal
      statements or assurances from the Commission, by March 30th of the related
      year
      (or such extension of time granted by the Commission so that it can review
      the
      facts surrounding any requests made by the Owner) that such failure to provide
      the required Assessment of Compliance and Attestation Report on a timely basis,
      and a one time additional failure by the Servicer to comply with this Section
      6.09, will not result in any adverse effect on the Owner or its affiliates
      with
      respect to any Shelf Registration on Form S-3 of the Owner or any of its
      affiliates. Any costs or expenses incurred by the Owner in obtaining such
      statement or assurances from the Commission shall be reimbursed to the Owner
      by
      the Servicer. In the event that the Owner is unable to receive any such
      assurances from the Commission after the use of such commercially reasonable
      efforts by March 30th (or any extension period granted by the Commission) of
      the
      related year, such failure by the Servicer to comply with this Section 6.09
      shall be deemed an Event of Default, automatically at such time, without notice
      and without any cure period, and Owner may, in addition to whatever rights
      the
      Owner may have under Section 8.01, subject to the limitation expressed therein,
      and at law or equity or to damages, including injunctive relief and specific
      performance, terminate all the rights and obligations of the Servicer under
      this
      Agreement and in and to the Mortgage Loans and the proceeds thereof without
      compensating the Servicer for the same, as provided in Section 9.01 . Such
      termination shall be considered with cause pursuant to Section 10.01 of this
      Agreement. This paragraph shall supersede any other provision in this Agreement
      or any other agreement to the contrary.





Failure
      to provide the Assessment of Compliance or Attestation Report will be treated
      as
      a failure of the Servicer to perform its duties under the Agreement and will
      be
      subject to the indemnification provisions of Section 8.01, subject to the
      limitation expressed therein, of the Agreement. This indemnification is
      understood by the parties hereto to cover any gross negligence bad faith or
      willful misconduct of the Servicer in connection with its performance hereunder.
      For any indemnification from the Servicer to any Master Servicer, the Servicer
      in no event will be liable for punitive or consequential damages, regardless
      of
      the form of action, whether in contract, tort or otherwise.





If
      the
      indemnification provided for therein is unavailable or insufficient to hold
      harmless the Owner, each affiliate of the Owner, and each of the following
      parties participating in a Pass-Through Transfer: each sponsor and issuing
      entity; each Person (including, but not limited to, any Master Servicer, if
      applicable) responsible for the preparation, execution or filing of any report
      required to be filed with the Commission with respect to such Pass-Through
      Transfer, or for execution of a certification pursuant to Rule 13a-14(d) or
      Rule
      15d-14(d) under the Exchange Act with respect to such Pass-Through Transfer;
      each broker dealer acting as underwriter, placement agent or initial purchaser,
      each Person who controls any of such parties or the Depositor (within the
      meaning of Section 15 of the Securities Act and Section 20 of the Exchange
      Act);
      and the respective present and former directors, officers, employees, agents
      and
      affiliates of each of the foregoing and of the Depositor (each, an “Indemnified
      Party”), then the Servicer agrees that it shall contribute to the amount paid or
      payable by such Indemnified Party as a result of any claims, losses, damages
      or
      liabilities incurred by such Indemnified Party in such proportion as is
      appropriate to reflect the relative fault of such Indemnified Party on the
      one
      hand and the Servicer on the other.





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





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





13.  Article
      VI of the Agreement is hereby amended effective as of the date hereof by adding
      the following new Section 6.10:





Section
      6.10  Intent
      of the Parties; Reasonableness .





The
      Owner
      and the Servicer acknowledge and agree that a purpose of Section 3.01(m), 4.14,
      Sections 5.02, 6.04, 6.09 and 10.02 of this Agreement is to facilitate
      compliance by the Owner and any Depositor with the provisions of Regulation
      AB
      and related rules and regulations of the Commission. None of the Owner, any
      Master Servicer or any Depositor shall exercise its right to request delivery
      of
      information or other performance under these provisions other than in good
      faith, or for purposes other than compliance with the Securities Act, the
      Exchange Act and the rules and regulations of the Commission thereunder. The
      Servicer acknowledges that interpretations of the requirements of Regulation
      AB
      may change over time, whether due to interpretive guidance provided by the
      Commission or its staff, consensus among participants in the asset-backed
      securities markets, advice of counsel, or otherwise, and agrees to comply with
      requests made by the Owner or any Depositor in good faith for delivery of
      information under these provisions on the basis of evolving interpretations
      of
      Regulation AB. In connection with any Pass-Through Transfer, the Servicer shall
      cooperate fully with the Owner to deliver to the Owner (including any of its
      assignees or designees) and any Depositor, any and all statements, reports,
      certifications, records and any other information necessary in the good faith
      determination of the Owner or any Depositor to permit the Owner or such
      Depositor to comply with the provisions of Regulation AB, together with such
      disclosures relating to the Servicer, any Subservicer, any Third-Party
      Originator and the Mortgage Loans, or the servicing of the Mortgage Loans,
      reasonably believed by the Owner or any Depositor to be necessary in order
      to
      effect such compliance.





Notwithstanding
      anything to the contrary herein, the Servicer shall be under no obligation
      to
      provide information that the Owner deems required under Regulation AB if (i)
      the
      Servicer does not reasonably believe that such information is required under
      Regulation AB and (ii) the Servicer is not providing such information for its
      own securitizations unless the Owner pays all reasonable costs incurred by
      the
      Servicer in connection with the preparation and delivery of such information
      and
      the Servicer is given reasonable time to establish the necessary systems and
      procedures to produce such information; provided, however, that the costs
      incurred by the Servicer in connection with establishing the necessary systems
      and procedures will be split pro rata with any other purchaser that makes a
      request for similar information.





14.  Article
      IX of the Agreement is hereby amended effective as of the date hereof by
      deleting the first sentence of the last paragraph of Section 9.01 and replacing
      it with the following (new text underlined):





then,
      and
      in each and every such case, so long as an Event of Default shall not have
      been
      remedied, the Owner, by notice in writing to the Servicer (or
      as
      otherwise stated herein, in which case, automatically and without
      notice) may, in
      addition to whatever rights the Owner may have under Section 8.01, subject
      to
      the limitation expressed therein, and at law or equity to damages, including
      injunctive relief and specific performance, terminate all the rights and
      obligations of the Servicer ( and
      if
      the Servicer is servicing any of the Mortgage Loans in a Securitization
      Transaction, appoint a successor servicer reasonably acceptable to any Master
      Servicer for such Securitization Transaction )
      under
      this Agreement and in and to the Mortgage Loans and the proceeds thereof without
      compensating the Servicer for the same. On or after the receipt by the Servicer
      of such written notice, all authority and power of the Servicer under this
      Agreement, whether with respect to the Mortgage Loans or otherwise, shall pass
      to and be vested in the successor appointed pursuant to Section 11.01. Upon
      written request from the Owner, the Servicer shall prepare, execute and deliver,
      any and all documents and other instruments, place in such successor's
      possession all Servicing Files, and do or accomplish all other acts or things
      necessary or appropriate to effect the purposes of such notice of termination,
      whether to complete the transfer and endorsement or assignment of the Mortgage
      Loans and related documents, or otherwise, at the Servicer's sole expense.
      The
      Servicer agrees to cooperate with the Owner and such successor in effecting
      the
      termination of the Servicer's responsibilities and rights hereunder, including,
      without limitation, the transfer to such successor for administration by it
      of
      all cash amounts which shall at the time be credited by the Servicer to the
      Custodial Account or Escrow Account or thereafter received with respect to
      the
      Mortgage Loans or any REO Property.





15.  Article
      IX of the Agreement is hereby amended effective as of the date hereof by adding
      the following at the end of the last paragraph of Section 9.01:





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





16.  Article
      X
      of the Agreement is hereby amended effective as of the date hereof by restating
      Section 10.02 in its entirety as follows:





Section
      10.02.  Cooperation
      of Servicer with a Reconstitution .





The
      Servicer and the Owner agree that with respect to some or all of the Mortgage
      Loans, on or after the related Closing Date, on one or more dates (each a
“Reconstitution Date”) at the Owner’s sole option, the Owner may effect a sale
      (each, a “Reconstitution”) of some or all of the Mortgage Loans then subject to
      this Agreement, without recourse, to:





(1)  one
      or
      more third party purchasers in one or more in whole loan transfers (each, a
      “Whole Loan Transfer”); or





(2)  one
      or
      more trusts or other entities to be formed as part of one or more Pass-Through
      Transfers.





With
      respect to each Whole Loan Transfer or Pass-Through Transfer, as the case may
      be, the
      Servicer shall (i) following request by the Owner or any Depositor, use best
      efforts to provide within five, and in no event later than seven Business Days
      the Owner and such Depositor (or, as applicable, cause each Subservicer to
      provide), in writing and in form and substance reasonably satisfactory to the
      Owner and such Depositor, the information and materials specified in paragraphs
      (a), (b), (c) and (d) of this Section, and (ii) as promptly as practicable
      following notice to or discovery by the Servicer, provide to the Owner and
      any
      Depositor (in writing and in form and substance reasonably satisfactory to
      the
      Owner and such Depositor) the information specified in paragraph (d) of this
      Section.





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





(1)  the
      Servicer’s form of organization;





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





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





(ii)  the
      extent of outsourcing the Servicer utilizes;





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





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





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





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





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





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





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





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





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





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





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





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





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





(B)  material
      breaches of pool asset representations or warranties or transaction covenants
      (Item 1121(a)(12) of Regulation AB); and





(C)  information
      regarding new asset-backed securities issuances backed by the same pool assets,
      any pool asset changes (such as, additions, substitutions or repurchases),
      and
      any material changes in origination, underwriting or other criteria for
      acquisition or selection of pool assets (Item 1121(a)(14) of Regulation AB);
      and





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





Notwithstanding
      the foregoing, the Servicer shall be under no obligation to provide information
      that the Owner deems required under Regulation AB if (i) the Servicer does
      not
      reasonably believe that such information is required under Regulation AB and
      (ii) the Servicer is not providing such information for (A) its own
      securitizations, or (B) any third party securitizations with mortgage loans
      serviced by the Servicer[, unless the Owner pays all reasonable actual costs
      incurred by the Servicer in connection with the preparation and delivery of
      such
      information and the Servicer is given reasonable time to establish the necessary
      systems and procedures to produce such information; provided, however, that
      the
      costs incurred by the Servicer in connection with establishing the necessary
      systems and procedures will be split pro rata with any other purchaser that
      makes a request for similar information..





All
      Mortgage Loans not sold or transferred pursuant to a Reconstitution shall remain
      subject to, and serviced in accordance with the terms of, this Agreement and
      the
      related Term Sheet, and with respect thereto this Agreement and the related
      Term
      Sheet shall remain in full force and effect.





17.  Article
      XI of the Agreement is hereby amended effective as of the date hereof by adding
      the following new Section 11.16:





Section
      11.16. Use
      of
      Subservicers and Subcontractors .





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





(b)  It
      shall
      not be necessary for the Servicer to seek the consent of the Owner to the
      utilization of any subservicer. The Servicer shall cause any Subservicer used
      by
      the Servicer (or by any Subservicer) for the benefit of the Owner and any
      Depositor to comply with the provisions of this Section and with Sections
      3.01(m), 4.14, 6.04, 6.09 and 10.02 of this Agreement to the same extent as
      if
      such Subservicer were the Servicer, and to provide the information required
      with
      respect to such Subservicer under Section 3.02(b) of this Agreement. The
      Servicer shall be responsible for obtaining from each Subservicer and delivering
      to the Owner, any Master Servicer and any Depositor any Annual Statement of
      Compliance required to be delivered by such Subservicer under Section 6.04(a),
      any Assessment of Compliance and Attestation Report required to be delivered
      by
      such Subservicer under Section 6.09 and any Annual Certification required under
      Section 6.04(b) as and when required to be delivered.





(c)  The
      Servicer shall promptly upon request provide to the Owner, any Master Servicer
      and any Depositor (or any designee of the Depositor, such as an administrator)
      a
      written description (in form and substance satisfactory to the Owner, any Master
      Servicer and such Depositor) of the role and function of each Subcontractor
      utilized by the Servicer or any Subservicer, specifying (i) the identity of
      each
      such Subcontractor, (ii) which (if any) of such Subcontractors are
“participating in the servicing function” within the meaning of Item 1122 of
      Regulation AB, and (iii) which elements of the Servicing Criteria will be
      addressed in assessments of compliance provided by each Subcontractor identified
      pursuant to clause (ii) of this paragraph.





(d)  As
      a
      condition to the utilization of any Subcontractor determined to be
“participating in the servicing function” within the meaning of Item 1122 of
      Regulation AB, the Servicer shall cause any such Subcontractor used by the
      Servicer (or by any Subservicer) for the benefit of the Owner and any Depositor
      to comply with the provisions of Sections 6.09 and 10.02 of this Agreement
      to
      the same extent as if such Subcontractor were the Servicer. The Servicer shall
      be responsible for obtaining from each Subcontractor and delivering to the
      Owner
      and any Depositor any Assessment of Compliance and Attestation Report and the
      other certificates required to be delivered by such Subservicer and such
      Subcontractor under Section 6.09, in each case as and when required to be
      delivered.





18.  Article
      XI of the Agreement is hereby amended effective as of the date hereof by adding
      the following new Section 11.17:





For
      purposes of this Agreement, and with respect to any Mortgage Loan in a
      Pass-Through Transfer, the related Master Servicer shall be considered a third
      party beneficiary to this Agreement, entitled to all the rights and benefits
      hereof as if it were a direct party to this Agreement, with respect to such
      Mortgage Loans.





19.  The
      Agreement is hereby amended effective as of the date hereof by deleting Exhibit
      E in its entirety and replacing it with the following:





EXHIBIT
      E





REPORTING
      DATA FOR MONTHLY REPORT





**Standard
                File Layout - Master Servicing****Column
                Name**
            **Description**
            **Decimal**
            **Format
                Comment**
            **Max
                Size**SER_INVESTOR_NBR
            A
                value assigned by the Servicer to define a group of loans.
            
            Text
                up to 10 digits
            20LOAN_NBR
            A
                unique identifier assigned to each loan by the investor.
            
            Text
                up to 10 digits
            10SERVICER_LOAN_NBR
            A
                unique number assigned to a loan by the Servicer. This may be different
                than the LOAN_NBR.
            
            Text
                up to 10 digits
            10BORROWER_NAME
            The
                borrower name as received in the file. It is not separated by first
                and
                last name.
            
            Maximum
                length of 30 (Last, First)
            30SCHED_PAY_AMT
            Scheduled
                monthly principal and scheduled interest payment that a borrower
                is
                expected to pay, P&I constant.
            2
            No
                commas(,) or dollar signs ($)
            11NOTE_INT_RATE
            The
                loan interest rate as reported by the Servicer.
            4
            Max
                length of 6
            6NET_INT_RATE
            The
                loan gross interest rate less the service fee rate as reported by
                the
                Servicer.
            4
            Max
                length of 6
            6SERV_FEE_RATE
            The
                servicer's fee rate for a loan as reported by the
                Servicer.
            4
            Max
                length of 6
            6SERV_FEE_AMT
            The
                servicer's fee amount for a loan as reported by the
                Servicer.
            2
            No
                commas(,) or dollar signs ($)
            11NEW_PAY_AMT
            The
                new loan payment amount as reported by the Servicer.
            2
            No
                commas(,) or dollar signs ($)
            11NEW_LOAN_RATE
            The
                new loan rate as reported by the Servicer.
            4
            Max
                length of 6
            6ARM_INDEX_RATE
            The
                index the Servicer is using to calculate a forecasted
                rate.
            4
            Max
                length of 6
            6ACTL_BEG_PRIN_BAL
            The
                borrower's actual principal balance at the beginning of the processing
                cycle.
            2
            No
                commas(,) or dollar signs ($)
            11ACTL_END_PRIN_BAL
            The
                borrower's actual principal balance at the end of the processing
                cycle.
            2
            No
                commas(,) or dollar signs ($)
            11BORR_NEXT_PAY_DUE_DATE
            The
                date at the end of processing cycle that the borrower's next payment
                is
                due to the Servicer, as reported by Servicer.
            
            MM/DD/YYYY
            10SERV_CURT_AMT_1
            The
                first curtailment amount to be applied.
            2
            No
                commas(,) or dollar signs ($)
            11SERV_CURT_DATE_1
            The
                curtailment date associated with the first curtailment
                amount.
            
            MM/DD/YYYY
            10CURT_ADJ_
                AMT_1
            The
                curtailment interest on the first curtailment amount, if
                applicable.
            2
            No
                commas(,) or dollar signs ($)
            11SERV_CURT_AMT_2
            The
                second curtailment amount to be applied.
            2
            No
                commas(,) or dollar signs ($)
            11SERV_CURT_DATE_2
            The
                curtailment date associated with the second curtailment
                amount.
            
            MM/DD/YYYY
            10CURT_ADJ_
                AMT_2
            The
                curtailment interest on the second curtailment amount, if
                applicable.
            2
            No
                commas(,) or dollar signs ($)
            11SERV_CURT_AMT_3
            The
                third curtailment amount to be applied.
            2
            No
                commas(,) or dollar signs ($)
            11SERV_CURT_DATE_3
            The
                curtailment date associated with the third curtailment
                amount.
            
            MM/DD/YYYY
            10CURT_ADJ_AMT_3
            The
                curtailment interest on the third curtailment amount, if
                applicable.
            2
            No
                commas(,) or dollar signs ($)
            11PIF_AMT
            The
                loan "paid in full" amount as reported by the Servicer.
            2
            No
                commas(,) or dollar signs ($)
            11PIF_DATE
            The
                paid in full date as reported by the Servicer.
            
            MM/DD/YYYY
            10Action
                Code Key: 15=Bankruptcy, 30=Foreclosure, , 60=PIF, 63=Substitution,
                65=Repurchase,70=REO
            2ACTION_CODE
            The
                standard FNMA numeric code used to indicate the default/delinquent
                status
                of a particular loan.INT_ADJ_AMT
            The
                amount of the interest adjustment as reported by the
                Servicer.
            2
            No
                commas(,) or dollar signs ($)
            11SOLDIER_SAILOR_ADJ_AMT
            The
                Soldier and Sailor Adjustment amount, if applicable.
            2
            No
                commas(,) or dollar signs ($)
            11NON_ADV_LOAN_AMT
            The
                Non Recoverable Loan Amount, if applicable.
            2
            No
                commas(,) or dollar signs ($)
            11LOAN_LOSS_AMT
            The
                amount the Servicer is passing as a loss, if applicable.
            2
            No
                commas(,) or dollar signs ($)
            11SCHED_BEG_PRIN_BAL
            The
                scheduled outstanding principal amount due at the beginning of the
                cycle
                date to be passed through to investors.
            2
            No
                commas(,) or dollar signs ($)
            11SCHED_END_PRIN_BAL
            The
                scheduled principal balance due to investors at the end of a processing
                cycle.
            2
            No
                commas(,) or dollar signs ($)
            11SCHED_PRIN_AMT
            The
                scheduled principal amount as reported by the Servicer for the current
                cycle -- only applicable for Scheduled/Scheduled Loans.
            2
            No
                commas(,) or dollar signs ($)
            11SCHED_NET_INT
            The
                scheduled gross interest amount less the service fee amount for the
                current cycle as reported by the Servicer -- only applicable for
                Scheduled/Scheduled Loans.
            2
            No
                commas(,) or dollar signs ($)
            11ACTL_PRIN_AMT
            The
                actual principal amount collected by the Servicer for the current
                reporting cycle -- only applicable for Actual/Actual
                Loans.
            2
            No
                commas(,) or dollar signs ($)
            11ACTL_NET_INT
            The
                actual gross interest amount less the service fee amount for the
                current
                reporting cycle as reported by the Servicer -- only applicable for
                Actual/Actual Loans.
            2
            No
                commas(,) or dollar signs ($)
            11PREPAY_PENALTY_
                AMT
            The
                penalty amount received when a borrower prepays on his loan as reported
                by
                the Servicer.
            2
            No
                commas(,) or dollar signs ($)
            11PREPAY_PENALTY_
                WAIVED
            The
                prepayment penalty amount for the loan waived by the
                servicer.
            2
            No
                commas(,) or dollar signs ($)
            11MOD_DATE
            The
                Effective Payment Date of the Modification for the loan.
            
            MM/DD/YYYY
            10MOD_TYPE
            The
                Modification Type.
            
            Varchar
                - value can be alpha or numeric
            30DELINQ_P&I_ADVANCE_AMT
            The
                current outstanding principal and interest advances made by
                Servicer.
            2
            No
                commas(,) or dollar signs ($)
            11








20.  The
      Agreement is hereby amended effective as of the date hereof by adding the
      following new Exhibit F:





EXHIBIT
      F





FORM
      OF
      SERVICER CERTIFICATION





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





I,
      ____________________________, the _______________________ of [NAME OF SERVICER]
      (the “Company”), certify to [the Purchaser], [the Depositor], and the [Master
      Servicer] [Securities Administrator] [Trustee], and their officers, with the
      knowledge and intent that they will rely upon this certification,
      that:





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





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





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





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





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








21.  The
      Agreement is hereby amended effective as of the date hereof by adding the
      following new Exhibit G:





EXHIBIT
      G





SERVICING
      CRITERIA TO BE ADDRESSED IN ASSESSMENT OF COMPLIANCE





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





***Servicing
                Criteria***
            ***Applicable
                Servicing Criteria*****Reference**
            **Criteria****General
                Servicing Considerations**1122(d)(1)(i)
            Policies
                and procedures are instituted to monitor any performance or other
                triggers
                and events of default in accordance with the transaction
                agreements.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.1122(d)(1)(iii)
            Any
                requirements in the transaction agreements to maintain a back-up
                servicer
                for the mortgage loans are maintained.1122(d)(1)(iv)
            A
                fidelity bond and errors and omissions policy is in effect on the
                party
                participating in the servicing function throughout the reporting
                period in
                the amount of coverage required by and otherwise in accordance with
                the
                terms of the transaction agreements.**Cash
                Collection and Administration**1122(d)(2)(i)
            Payments
                on mortgage loans are deposited into the appropriate custodial bank
                accounts and related bank clearing accounts no more than two business
                days
                following receipt, or such other number of days specified in the
                transaction agreements.1122(d)(2)(ii)
            Disbursements
                made via wire transfer on behalf of an obligor or to an investor
                are made
                only by authorized personnel.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.1122(d)(2)(iv)
            The
                related accounts for the transaction, such as cash reserve accounts
                or
                accounts established as a form of overcollateralization, are separately
                maintained (e.g., with respect to commingling of cash) as set forth
                in the
                transaction agreements.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.1122(d)(2)(vi)
            Unissued
                checks are safeguarded so as to prevent unauthorized
                access.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.**Investor
                Remittances and Reporting**1122(d)(3)(i)
            Reports
                to investors, including those to be filed with the Commission, are
                maintained in accordance with the transaction agreements and applicable
                Commission requirements. Specifically, such reports (A) are prepared
                in
                accordance with timeframes and other terms set forth in the transaction
                agreements; (B) provide information calculated in accordance with
                the
                terms specified in the transaction agreements; (C) are filed with
                the
                Commission as required by its rules and regulations; and (D) agree
                with
                investors’ or the trustee’s records as to the total unpaid principal
                balance and number of mortgage loans serviced by the
                Servicer.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.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.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.**Pool
                Asset Administration**1122(d)(4)(i)
            Collateral
                or security on mortgage loans is maintained as required by the transaction
                agreements or related mortgage loan documents.1122(d)(4)(ii)
            Mortgage
                loan and related documents are safeguarded as required by the transaction
                agreements1122(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.1122(d)(4)(iv)
            Payments
                on mortgage loans, including any payoffs, made in accordance with
                the
                related mortgage loan documents are posted to the Servicer’s obligor
                records maintained no more than two business days after receipt,
                or such
                other number of days specified in the transaction agreements, and
                allocated to principal, interest or other items (e.g., escrow) in
                accordance with the related mortgage loan documents.1122(d)(4)(v)
            The
                Servicer’s records regarding the mortgage loans agree with the Servicer’s
                records with respect to an obligor’s unpaid principal
                balance.1122(d)(4)(vi)
            Changes
                with respect to the terms or status of an obligor's mortgage loans
                (e.g.,
                loan modifications or re-agings) are made, reviewed and approved
                by
                authorized personnel in accordance with the transaction agreements
                and
                related pool asset documents.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.1122(d)(4)(viii)
            Records
                documenting collection efforts are maintained during the period a
                mortgage
                loan is delinquent in accordance with the transaction agreements.
                Such
                records are maintained on at least a monthly basis, or such other
                period
                specified in the transaction agreements, and describe the entity’s
                activities in monitoring delinquent mortgage loans including, for
                example,
                phone calls, letters and payment rescheduling plans in cases where
                delinquency is deemed temporary (e.g., illness or
                unemployment).1122(d)(4)(ix)
            Adjustments
                to interest rates or rates of return for mortgage loans with variable
                rates are computed based on the related mortgage loan
                documents.1122(d)(4)(x)
            Regarding
                any funds held in trust for an obligor (such as escrow accounts):
                (A) such
                funds are analyzed, in accordance with the obligor’s mortgage loan
                documents, on at least an annual basis, or such other period specified
                in
                the transaction agreements; (B) interest on such funds is paid, or
                credited, to obligors in accordance with applicable mortgage loan
                documents and state laws; and (C) such funds are returned to the
                obligor
                within 30 calendar days of full repayment of the related mortgage
                loans,
                or such other number of days specified in the transaction
                agreements.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.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.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.1122(d)(4)(xiv)
            Delinquencies,
                charge-offs and uncollectible accounts are recognized and recorded
                in
                accordance with the transaction agreements.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.







[NAME
      OF
      COMPANY] [NAME OF SUBSERVICER]




Date:  _________________________









By:  _________________________




Name:




Title:





22.  The
      Agreement is hereby amended effective as of the date hereof by adding the
      following new Exhibit H:


EXHIBIT
      H







REPORTING
      DATA FOR DEFAULTED LOANS










**Standard
      File Layout - Delinquency Reporting**





**Column/Header
                Name**
            **Description**
            **Decimal**
            **Format
                Comment**SERVICER_LOAN_NBR
            A
                unique number assigned to a loan by the Servicer. This may be different
                than the LOAN_NBRLOAN_NBR
            A
                unique identifier assigned to each loan by the originator.CLIENT_NBR
            Servicer
                Client NumberSERV_INVESTOR_NBR
            Contains
                a unique number as assigned by an external servicer to identify a
                group of
                loans in their system.BORROWER_FIRST_NAME
            First
                Name of the Borrower.BORROWER_LAST_NAME
            Last
                name of the borrower.PROP_ADDRESS
            Street
                Name and Number of PropertyPROP_STATE
            The
                state where the property located.PROP_ZIP
            Zip
                code where the property is located.BORR_NEXT_PAY_DUE_DATE
            The
                date that the borrower's next payment is due to the servicer at the
                end of
                processing cycle, as reported by Servicer.
            
            MM/DD/YYYYLOAN_TYPE
            Loan
                Type (i.e. FHA, VA, Conv)BANKRUPTCY_FILED_DATE
            The
                date a particular bankruptcy claim was filed.
            
            MM/DD/YYYYBANKRUPTCY_CHAPTER_CODE
            The
                chapter under which the bankruptcy was filed.BANKRUPTCY_CASE_NBR
            The
                case number assigned by the court to the bankruptcy
                filing.POST_PETITION_DUE_DATE
            The
                payment due date once the bankruptcy has been approved by the
                courts
            
            MM/DD/YYYYBANKRUPTCY_DCHRG_DISM_DATE
            The
                Date The Loan Is Removed From Bankruptcy. Either by Dismissal, Discharged
                and/or a Motion For Relief Was Granted.
            
            MM/DD/YYYYLOSS_MIT_APPR_DATE
            The
                Date The Loss Mitigation Was Approved By The Servicer
            
            MM/DD/YYYYLOSS_MIT_TYPE
            The
                Type Of Loss Mitigation Approved For A Loan Such As;LOSS_MIT_EST_COMP_DATE
            The
                Date The Loss Mitigation /Plan Is Scheduled To End/Close
            
            MM/DD/YYYYLOSS_MIT_ACT_COMP_DATE
            The
                Date The Loss Mitigation Is Actually Completed
            
            MM/DD/YYYYFRCLSR_APPROVED_DATE
            The
                date DA Admin sends a letter to the servicer with instructions to
                begin
                foreclosure proceedings.
            
            MM/DD/YYYYATTORNEY_REFERRAL_DATE
            Date
                File Was Referred To Attorney to Pursue Foreclosure
            
            MM/DD/YYYYFIRST_LEGAL_DATE
            Notice
                of 1st legal filed by an Attorney in a Foreclosure Action
            
            MM/DD/YYYYFRCLSR_SALE_EXPECTED_DATE
            The
                date by which a foreclosure sale is expected to occur.
            
            MM/DD/YYYYFRCLSR_SALE_DATE
            The
                actual date of the foreclosure sale.
            
            MM/DD/YYYYFRCLSR_SALE_AMT
            The
                amount a property sold for at the foreclosure sale.
            2
            No
                commas(,) or dollar signs ($)EVICTION_START_DATE
            The
                date the servicer initiates eviction of the borrower.
            
            MM/DD/YYYYEVICTION_COMPLETED_DATE
            The
                date the court revokes legal possession of the property from the
                borrower.
            
            MM/DD/YYYYLIST_PRICE
            The
                price at which an REO property is marketed.
            2
            No
                commas(,) or dollar signs ($)LIST_DATE
            The
                date an REO property is listed at a particular price.
            
            MM/DD/YYYYOFFER_AMT
            The
                dollar value of an offer for an REO property.
            2
            No
                commas(,) or dollar signs ($)OFFER_DATE_TIME
            The
                date an offer is received by DA Admin or by the Servicer.
            
            MM/DD/YYYYREO_CLOSING_DATE
            The
                date the REO sale of the property is scheduled to close.
            
            MM/DD/YYYYREO_ACTUAL_CLOSING_DATE
            Actual
                Date Of REO Sale
            
            MM/DD/YYYYOCCUPANT_CODE
            Classification
                of how the property is occupied.PROP_CONDITION_CODE
            A
                code that indicates the condition of the property.PROP_INSPECTION_DATE
            The
                date a property inspection is performed.
            
            MM/DD/YYYYAPPRAISAL_DATE
            The
                date the appraisal was done.
            
            MM/DD/YYYYCURR_PROP_VAL
            The
                current "as is" value of the property based on brokers price opinion
                or
                appraisal.
            2REPAIRED_PROP_VAL
            The
                amount the property would be worth if repairs are completed pursuant
                to a
                broker's price opinion or appraisal.
            2**If
                applicable:**DELINQ_STATUS_CODE
            FNMA
                Code Describing Status of LoanDELINQ_REASON_CODE
            The
                circumstances which caused a borrower to stop paying on a loan. Code
                indicates the reason why the loan is in default for this
                cycle.MI_CLAIM_FILED_DATE
            Date
                Mortgage Insurance Claim Was Filed With Mortgage Insurance
                Company.
            
            MM/DD/YYYYMI_CLAIM_AMT
            Amount
                of Mortgage Insurance Claim Filed
            
            No
                commas(,) or dollar signs ($)MI_CLAIM_PAID_DATE
            Date
                Mortgage Insurance Company Disbursed Claim Payment
            
            MM/DD/YYYYMI_CLAIM_AMT_PAID
            Amount
                Mortgage Insurance Company Paid On Claim
            2
            No
                commas(,) or dollar signs ($)POOL_CLAIM_FILED_DATE
            Date
                Claim Was Filed With Pool Insurance Company
            
            MM/DD/YYYYPOOL_CLAIM_AMT
            Amount
                of Claim Filed With Pool Insurance Company
            2
            No
                commas(,) or dollar signs ($)POOL_CLAIM_PAID_DATE
            Date
                Claim Was Settled and The Check Was Issued By The Pool
                Insurer
            
            MM/DD/YYYYPOOL_CLAIM_AMT_PAID
            Amount
                Paid On Claim By Pool Insurance Company
            2
            No
                commas(,) or dollar signs ($)FHA_PART_A_CLAIM_FILED_DATE
            Date
                FHA Part A Claim Was Filed With HUD
            
            MM/DD/YYYYFHA_PART_A_CLAIM_AMT
            Amount
                of FHA Part A Claim Filed
            2
            No
                commas(,) or dollar signs ($)FHA_PART_A_CLAIM_PAID_DATE
            Date
                HUD Disbursed Part A Claim Payment
            
            MM/DD/YYYYFHA_PART_A_CLAIM_PAID_AMT
            Amount
                HUD Paid on Part A Claim
            2
            No
                commas(,) or dollar signs ($)FHA_PART_B_CLAIM_FILED_DATE
            Date
                FHA Part B Claim Was Filed With HUD
            
            MM/DD/YYYYFHA_PART_B_CLAIM_AMT
            Amount
                of FHA Part B Claim Filed
            2
            No
                commas(,) or dollar signs ($)FHA_PART_B_CLAIM_PAID_DATE
            Date
                HUD Disbursed Part B Claim Payment
            
            MM/DD/YYYYFHA_PART_B_CLAIM_PAID_AMT
            Amount
                HUD Paid on Part B Claim
            2
            No
                commas(,) or dollar signs ($)VA_CLAIM_FILED_DATE
            Date
                VA Claim Was Filed With the Veterans Admin
            
            MM/DD/YYYYVA_CLAIM_PAID_DATE
            Date
                Veterans Admin. Disbursed VA Claim Payment
            
            MM/DD/YYYYVA_CLAIM_PAID_AMT
            Amount
                Veterans Admin. Paid on VA Claim
            2
            No
                commas(,) or dollar signs ($)











**Exhibit
      2:**  **Standard
      File Codes - Delinquency Reporting**









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




·
            ASUM-Approved
                Assumption




·
            BAP-Borrower
                Assistance Program




·
            CO-Charge Off




·
            DIL-Deed-in-Lieu




·
            FFA-Formal Forbearance Agreement




·
            MOD-Loan Modification




·
            PRE-Pre-Sale




·
            SS-Short Sale




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









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









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




·
            Mortgagor




·
            Tenant




·
            Unknown




·
            Vacant









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




·
            Damaged




·
            Excellent




·
            Fair




·
            Gone




·
            Good




·
            Poor




·
            Special
                Hazard




·
            Unknown










**Exhibit
      2:**  **Standard
      File Codes - Delinquency Reporting,** ***Continued***









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







**Delinquency
                Code**
            **Delinquency
                Description**001
            FNMA-Death
                of principal mortgagor002
            FNMA-Illness
                of principal mortgagor003
            FNMA-Illness
                of mortgagor’s family member004
            FNMA-Death
                of mortgagor’s family member005
            FNMA-Marital
                difficulties006
            FNMA-Curtailment
                of income007
            FNMA-Excessive
                Obligation008
            FNMA-Abandonment
                of property009
            FNMA-Distant
                employee transfer011
            FNMA-Property
                problem012
            FNMA-Inability
                to sell property013
            FNMA-Inability
                to rent property014
            FNMA-Military
                Service015
            FNMA-Other016
            FNMA-Unemployment017
            FNMA-Business
                failure019
            FNMA-Casualty
                loss022
            FNMA-Energy
                environment costs023
            FNMA-Servicing
                problems026
            FNMA-Payment
                adjustment027
            FNMA-Payment
                dispute029
            FNMA-Transfer
                of ownership pending030
            FNMA-Fraud031
            FNMA-Unable
                to contact borrowerINC
            FNMA-Incarceration











**Exhibit
      2:**  **Standard
      File Codes - Delinquency Reporting,** ***Continued***







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







**Status
                Code**
            **Status
                Description**09
            Forbearance17
            Pre-foreclosure
                Sale Closing Plan Accepted24
            Government
                Seizure26
            Refinance27
            Assumption28
            Modification29
            Charge-Off30
            Third
                Party Sale31
            Probate32
            Military
                Indulgence43
            Foreclosure
                Started44
            Deed-in-Lieu
                Started49
            Assignment
                Completed61
            Second
                Lien Considerations62
            Veteran’s
                Affairs-No Bid63
            Veteran’s
                Affairs-Refund64
            Veteran’s
                Affairs-Buydown65
            Chapter
                7 Bankruptcy66
            Chapter
                11 Bankruptcy67
            Chapter
                13 Bankruptcy










23.  The
      Agreement is hereby amended effective as of the date hereof by adding the
      following new Exhibit I:


EXHIBIT
      I





REPORTING
      DATA FOR REALIZED LOSSES AND GAINS





**Calculation
      of Realized Loss/Gain Form 332- Instruction Sheet**





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


1.




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




**Liquidation
      and Acquisition Expenses:**




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











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




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




4-12.  Complete
      as applicable. Required documentation:




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




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




*
      For
      escrow advances - complete payment history




(to
      calculate advances from last positive escrow balance forward)




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




*
      REO
      repairs > $1500 require explanation




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




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




*
      Unusual
      or extraordinary items may require further documentation.




13.   The
      total
      of lines 1 through 12.




**3.**  **Credits:**




14-21.  Complete
      as applicable. Required documentation:




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




Letter
      of
      Proceeds Breakdown.




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




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






22.
            The
                total of lines 14 through 21.













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













**Total
      Realized Loss (or Amount of Any Gain)**




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





**Calculation
      of Realized Loss/Gain Form 332**







Prepared
      by: __________________    Date:
      _______________






Phone:
      ______________________ Email Address:_____________________


















Servicer
                Loan No.
            
            Servicer
                Name
            
            Servicer
                Address











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













Borrower's
      Name: _________________________________________________________






Property
      Address: _________________________________________________________













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













**Was
      this loan granted a Bankruptcy deficiency or cramdown**   **Yes**  **No**






If
“Yes”,
      provide deficiency or cramdown amount
      _______________________________













**Liquidation
      and Acquisition Expenses:**






(1)  Actual
      Unpaid Principal Balance of Mortgage Loan   $
      ______________  (1)






(2)  Interest
      accrued at Net Rate      ________________  (2)






(3)  Accrued
      Servicing Fees      ________________  (3)






(4)  Attorney's
      Fees       ________________  (4)






(5)  Taxes
      (see page 2)       ________________  (5)






(6)  Property
      Maintenance        ________________  (6)






(7)  MI/Hazard
      Insurance Premiums (see page 2)    ________________  (7)






(8)  Utility
      Expenses       ________________  (8)






(9)  Appraisal/BPO       ________________  (9)






(10)  Property
      Inspections       ________________  (10)






(11)  FC
      Costs/Other Legal Expenses     ________________  (11)






(12)  Other
      (itemize)       ________________  (12)






Cash
      for
      Keys__________________________   ________________  (12)






HOA/Condo
      Fees_______________________   ________________  (12)






______________________________________   ________________  (12)












**Total
      Expenses**       $
      _______________  (13)






**Credits** :






(14)  Escrow
      Balance       $
      _______________  (14)






(15)  HIP
      Refund        ________________  (15)






(16)  Rental
      Receipts       ________________  (16)






(17)  Hazard
      Loss Proceeds       ________________  (17)






(18)  Primary
      Mortgage Insurance / Gov’t Insurance    ________________  (18a)
      HUD
      Part A






________________
      (18b) HUD Part B






(19)  Pool
      Insurance Proceeds      ________________  (19)






(20)  Proceeds
      from Sale of Acquired Property    ________________  (20)






(21)  Other
      (itemize)       ________________  (21)






_________________________________________   ________________  (21)












**Total
      Credits**       $________________  (22)




**Total
      Realized Loss (or Amount of Gain)**    $________________  (23)








**Escrow
      Disbursement Detail**








**Type**
              **(Tax
                /Ins.)**
            **Date
                Paid**
            **Period
                of Coverage**
            **Total
                Paid**
            **Base
                Amount**
            **Penalties**
            **Interest**











24.  Except
      as
      amended above, the Agreement shall continue to be in full force and effect
      in
      accordance with its terms.





25.  This
      Amendment may be executed by one or more of the parties hereto on any number
      of
      separate counterparts and of said counterparts taken together shall be deemed
      to
      constitute one and the same instrument.





[SIGNATURE
      PAGES FOLLOW]








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


EMC
      MORTGAGE CORPORATION,




as
      Owner




By:




Name:




Title:




GMAC
      MORTGAGE CORPORATION,




as
      Servicer




By:




Name:




Title: