**____________________________________________________________________________________**




















EMC
      MORTGAGE CORPORATION


Owner











GMAC
      MORTGAGE CORPORATION


Servicer














SERVICING
      AGREEMENT





Dated
      as
      of May 1, 2001

















**____________________________________________________________________________________**


[TPW:
            NYLEGAL:504985.1] 17297-00440 05/11/2006 05:34 PM


THIS
      IS A
      SERVICING AGREEMENT, dated as of May 1, 2001, and is executed between EMC
      Mortgage Corporation (the "Owner") and GMAC Mortgage Corporation (the
      "Servicer").








W
      I T N E
      S S E T H :








WHEREAS,
      the Owner is the owner of the Mortgage Loans;





WHEREAS,
      the Owner and the Servicer wish to prescribe the permanent management, servicing
      and control of the Mortgage Loans;





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








ARTICLE
      I


DEFINITIONS


Section
      1.01 Defined
      Terms


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





Accepted
      Servicing Practices :
      With
      respect to any Mortgage Loan, those mortgage servicing practices (including
      collection procedures) that are in accordance with the Fannie Mae
      Guide.





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





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





ARM
      Loans :
      First
      lien, conventional, 1-4 family residential Mortgage Loans with interest rates
      which adjust from time to time in accordance with the related Index and are
      subject to Periodic Rate Caps and Lifetime Rate Caps and which do not permit
      conversion to fixed interest rates.





BIF :
      The
      Bank Insurance Fund, or any successor thereto.





Business
      Day :
      Any day
      other than (i) a Saturday or Sunday, or (ii) a legal holiday in the States
      of
      New York, Iowa or the Commonwealth of Pennsylvania, or (iii) a day on which
      banks in the States of New York, Iowa or Pennsylvania are authorized or
      obligated by law or executive order to be closed.





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





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





Custodial
      Account :
      The
      separate demand account or accounts created and maintained pursuant to Section
      4.04 which shall be entitled "GMAC Mortgage Corporation Custodial Account in
      trust for [Owner], Owner of Whole Loan Mortgages and various Mortgagors" and
      shall be established at a Qualified Depository, each of which accounts shall
      in
      no event contain funds in excess of the FDIC insurance limits.





Custodian :
      Wells
      Fargo Bank Minnesota, N.A., or such other custodian as Owner shall
      designate .





Cut-off
      Date :
      As
      identified on the related Confirmation.





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





Due
      Date :
      Each
      day on which payments of principal and interest are required to be paid in
      accordance with the terms of the related Mortgage Note, exclusive of any days
      of
      grace.





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





Effective
      Date :
      As
      identified on the related Confirmation.





Escrow
      Account :
      The
      separate trust account or accounts created and maintained pursuant to Section
      4.06 which shall be entitled "GMAC Mortgage Corporation Escrow Account, in
      trust
      for [Owner], Owner of Whole Loan Mortgages and various Mortgagors" and shall
      be
      established at a Qualified Depository, each of which accounts shall in no event
      contain funds in excess of the FDIC insurance limits.





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





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





Fannie
      Mae :
      Fannie
      Mae, or any successor thereto.





Fannie
      Mae Guide :
      The
      Fannie Mae Selling Guide and the Fannie Mae Servicing Guide and all amendments
      or additions thereto.





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





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





FIRREA :
      The
      Financial Institutions Reform, Recovery, and Enforcement Act of 1989, as amended
      from time to time.





Freddie
      Mac :
      Freddie
      Mac, or any successor thereto.





Freddie
      Mac Guide :
      The
      Freddie Mac Selling Guide and the Freddie Mac Servicing Guide and all amendments
      or additions thereto.





Full
      Principal Prepayment :
      A
      Principal Prepayment made by a Mortgagor of the entire principal balance of
      a
      Mortgage Loan.





GAAP:
                Generally accepted accounting procedures, consistently
                applied.





HUD :
      The
      United States Department of Housing and Urban Development or any
      successor.





Index :
      With
      respect to each ARM Loan, on the related Adjustment Date, the index used to
      determine the Mortgage Interest Rate on each such ARM Loan.





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





Lifetime
      Rate Cap :
      With
      respect to each ARM Loan, the maximum Mortgage Interest Rate over the term
      of
      such Mortgage Loan, as specified in the related Mortgage Note.





Liquidation
      Proceeds :
      Cash
      received in connection with the liquidation of a defaulted Mortgage Loan,
      whether through the sale or assignment of such Mortgage Loan, trustee's sale,
      foreclosure sale or otherwise, other than amounts received following the
      acquisition of an REO Property pursuant to Section 4.13.





Margin :
      With
      respect to each ARM Loan, the fixed percentage amount set forth in each related
      Mortgage Note which is added to the Index in order to determine the related
      Mortgage Interest Rate.





Monthly
      Advance :
      The
      aggregate of the advances made by the Servicer on any Remittance Date pursuant
      to Section 5.03.





Monthly
      Payment :
      With
      respect to each Mortgage Loan, the scheduled monthly payment of principal and
      interest thereon which is payable by the related Mortgagor under the related
      Mortgage Note.





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





Mortgage
      Interest Rate :
      The
      annual rate at which interest accrues on any Mortgage Loan in accordance with
      the provisions of the related Mortgage Note, and in the case of an ARM Loan,
      as
      adjusted from time to time on each Adjustment Date for such Mortgage Loan to
      equal the Index for such Mortgage Loan plus the Margin for such Mortgage Loan,
      and subject to the limitations on such interest rate imposed by the Periodic
      Rate Cap and the Lifetime Rate Cap.





Mortgage
      Loan :
      An
      individual Mortgage Loan described herein, and as further identified on the
      Mortgage Loan Schedule, which Mortgage Loan includes without limitation the
      Mortgage Loan Documents, the Monthly Payments, Principal Prepayments,
      Liquidation Proceeds, Condemnation Proceeds, Insurance Proceeds, REO Disposition
      Proceeds, and all other rights, benefits, proceeds and obligations arising
      from
      or in connection with such Mortgage Loan.





Mortgage
      Loan Documents :
      The
      original mortgage loan legal documents held by the Custodian.





Mortgage
      Loan Remittance Rate :
      With
      respect to each Mortgage Loan, the annual rate of interest remitted to the
      Owner, which shall be equal to the related Mortgage Interest Rate minus the
      Servicing Fee Rate.





Mortgage
      Loan Schedule :
      The
      schedule of Mortgage Loans attached hereto as Exhibit
      A ,
      such
      schedule being acceptable to the Owner and the Servicer.





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





Mortgaged
      Property :
      The
      underlying real property securing repayment of a Mortgage Note, consisting
      of a
      single parcel of real estate considered to be real estate under the laws of
      the
      State in which such real property is located, which may include condominium
      units and planned unit developments, improved by a residential
      dwelling.





Mortgagor :
      The
      obligor on a Mortgage Note. The Mortgagor is a natural person who is a party
      to
      the Mortgage Note and Mortgage in an individual capacity.





Nonrecoverable
      Advance :
      Any
      advance previously made by the Servicer pursuant to Section 5.03 or any expenses
      incurred pursuant to Section 4.08 which, in the good faith judgment of the
      Servicer, may not be ultimately recoverable by the Servicer from Liquidation
      Proceeds. The determination by the Servicer that is has made a Nonrecoverable
      Advance, shall be evidenced by an Officer’s Certificate of the Servicer
      delivered to the Owner and detailing the reasons for such
      determination.





OCC :
      Office
      of the Comptroller of the Currency, its successors and assigns.





Officers'
      Certificate :
      A
      certificate signed by the Chairman of the Board, the Vice Chairman of the Board,
      the President, a Senior Vice President or a Vice President or by the Treasurer
      or the Secretary or one of the Assistant Treasurers or Assistant Secretaries
      of
      the Servicer, and delivered to the Owner as required by this
      Agreement.





Opinion
      of Counsel :
      A
      written opinion of counsel, who may be an employee of the party on behalf of
      whom the opinion is being given, reasonably acceptable to the
      Owner.





OTS :
      Office
      of Thrift Supervision, its successors and assigns.





Owner: EMC
      Mortgage Corporation, its successors in interest and assigns.





Partial
      Principal Prepayment :
      A
      Principal Prepayment by a Mortgagor of a partial principal balance of a Mortgage
      Loan.





Pass-Through
      Transfer :
      The
      sale or transfer of same or all of the Mortgage Loans to a trust as part of
      a
      publicly issued or privately placed, rated or unrated Mortgage pass-through
      transaction.





Periodic
      Rate Cap :
      With
      respect to each ARM Loan, the maximum increase or decrease in the Mortgage
      Interest Rate on any Adjustment Date.





Permitted
      Investments :
      Any one
      or more of the following obligations or securities:





(i)  direct
      obligations of, and obligations fully guaranteed by the United States of America
      or any agency or instrumentality of the United States of America the obligations
      of which are backed by the full faith and credit of the United States of
      America; pro-vided that obligations of Freddie Mac or Fannie Mae shall be
      Per-mitted Invest-ments only if, at the time of investment, they are rated
      in
      one of the two highest rating categories by Standard & Poor's Rating
      Services, a division of The McGraw-Hill Companies Inc., Moody's Investors
      Service, Inc. and Fitch IBCA Inc.;





(ii)  (a)
      demand or time deposits, federal funds or bankers' acceptances issued by any
      depository institu-tion or trust company incorporated under the laws of the
      United States of America or any state thereof and subject to supervision and
      examination by federal and/or state banking authorities, provided that the
      commercial paper and/or the short-term deposit rating and/or the long-term
      unsecured debt obligations or deposits of such depository institution or trust
      company at the time of such investment or contractual commitment providing
      for
      such investment are rated in one of the two highest rating categories by
      Standard & Poor's Rating Services, a division of The McGraw-Hill Companies
      Inc., Moody's Investors Service, Inc. and Fitch IBCA Inc. and (b) any other
      demand or time deposit or certificate of deposit that is fully insured by the
      Federal Deposit Insurance Cor-poration;





(iii)  repurchase
      obligations with respect to (a) any security described in clause (i) above
      or
      (b) any other security issued or guaranteed by an agency or instrumen-tality
      of
      the United States of America, the obligations of which are backed by the full
      faith and credit of the United States of America, in either case entered into
      with a depository institution or trust company (acting as principal) described
      in clause (ii)(a) above;





(iv)  securities
      bearing interest or sold at a discount issued by any corporation incorporated
      under the laws of the United States of America or any state thereof that are
      rated in one of the two highest rating categories by Standard & Poor's
      Rating Services, a division of The McGraw-Hill Companies Inc., Moody's Investors
      Service, Inc. and Fitch IBCA Inc. at the time of such in-vestment or contractual
      commitment providing for such investment; provided , however ,
      that
      securities issued by any particular corporation will not be Permitted
      Investments to the extent that investments therein will cause the then
      outstanding principal amount of secur-ities issued by such corporation and
      held
      as Permitted Investments to exceed 10% of the aggregate outstand-ing principal
      balances and amounts of all the Permitted Investments;





(v)  commercial
      paper (including both non-interest-bearing discount obligations and
      interest-bearing obliga-tions payable on demand or on a specified date not
      more
      than one year after the date of issuance there-of) which are rated in one of
      the
      two highest rating categories by Standard & Poor's Rating Services, a
      division of The McGraw-Hill Companies Inc., Moody's Investors Service, Inc.
      and
      Fitch IBCA Inc. at the time of such investment;





(vi)  any
      other
      demand, money market or time deposit, obligation, security or investment as
      may
      be acceptable to each of Standard & Poor's Rating Services, a division of
      The McGraw-Hill Companies, Inc., Moody's Investors Service, Inc. and Fitch
      IBCA
      Inc.;





(vii)  any
      money
      market funds the collateral of which consists of obligations fully guaranteed
      by
      the United States of America or any agency or instru-ment-al-ity of the United
      States of America the obligations of which are backed by the full faith and
      credit of the United States of America (which may include repurchase obligations
      secured by collateral described in clause (i)) and other securities and which
      money market funds are rated in one of the two highest rating categories by
      Standard & Poor's Rating Services, a division of The McGraw-Hill Companies
      Inc., Moody's Investors Service, Inc. and Fitch IBCA Inc.; and





(viii)  GMAC
      Variable Denomination Adjustable Rate Demand Notes constituting unsecured,
      senior debt obligations of General Motors Acceptance Corporation as outlined
      in
      the prospectus dated June 17, 1998 and rated by Moody’s in its highest
      short-term rating category available and rated at least D-1 by
      Fitch;








provided , however ,
      that no
      instrument or security shall be a Permitted Investment if such instrument or
      security evidences a right to receive only interest payments with respect to
      the
      ob-li-ga-tions underlying such instrument or if such security provides for
      payment of both principal and interest with a yield to matur-ity in excess
      of
      120% of the yield to maturity at par.





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




Prepayment
      Interest Shortfall :
      The sum
      of the differences between interest actually received in a Due Period as a
      result of a full or partial prepayment or other unscheduled receipt of principal
      (including as a result of a liquidation) on each Mortgage Loan as to which
      such
      a payment is received and the interest portion of the Monthly Payment of such
      Mortgage Loan scheduled to be due at the applicable Mortgage Loan Remittance
      Rate; provided, however, Prepayment Interest Shortfalls shall not include Full
      Principal Prepayments received on or before the 15 th day of
      the month in which a Remittance Date occurs which are remitted by the Servicer
      to the Owner on such Remittance Date.





Primary
      Mortgage Insurance Policy :
      Each
      primary policy of mortgage insurance, or any replacement policy therefor
      obtained by the Servicer pursuant to Section 4.08.





Prime
      Rate :
      The
      prime rate of U.S. money center banks as published from time to time in


*The
      Wall Street Journal* .





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





Qualified
      Appraiser :
      An
      appraiser, duly appointed by the Servicer, who had no interest, direct or
      indirect in the Mortgaged Property or in any loan made on the security thereof,
      and whose compensation is not affected by the approval or disapproval of the
      Mortgage Loan, which appraiser and the appraisal made by such appraiser both
      satisfy the requirements of Title XI of FIRREA and the regulations promulgated
      thereunder, all as in effect on the date the Mortgage Loan was
      originated.





Qualified
      Depository :
      (a) The
      Custodian or (b) a depository, the accounts of which are insured by the FDIC
      through the BIF or the SAIF and the short term debt ratings and the long term
      deposit ratings of which are rated in one of the two highest rating categories
      by Standard & Poor's Ratings Services, a division of The McGraw-Hill
      Companies Inc., Moody's Investors Service, Inc., Fitch IBCA Duff &
Phelps.





Qualified
      Insurer :
      An
      insurance company duly qualified as such under the laws of the states in which
      the Mortgaged Properties are located, duly authorized and licensed in such
      states to transact the applicable insurance business and to write the insurance
      provided, approved as an insurer by Fannie Mae and Freddie Mac.





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





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





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





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





REO
      Disposition Proceeds :
      Amounts
      received by the Servicer in connection with a related REO
      Disposition.





REO
      Property :
      A
      Mortgaged Property acquired by the Servicer on behalf of the Owner as described
      in Section 4.13.





SAIF:
                The Savings Association Insurance Fund, or any successor
                thereto.





Servicer :
      GMAC
      Mortgage Corporation, or any of its successors in interest or any successor
      under this Agreement appointed as herein provided.





Servicing
      Advances :
      All
      customary, reasonable and necessary "out of pocket" costs and expenses
      (including reasonable attorneys' fees and disbursements) incurred prior to,
      on
      and subsequent to the Effective Date in the performance by the Servicer of
      its
      servicing obligations relating to each Mortgage Loan, including, but not limited
      to, the cost of (a) the preservation, restoration and protection of the
      Mortgaged Property, (b) any enforcement, administrative or judicial proceedings,
      or any legal work or advice specifically related to servicing the Mortgage
      Loans, including but not limited to, foreclosures, bankruptcies, condemnations,
      drug seizures, elections, foreclosures by subordinate or superior lienholders,
      and other legal actions incidental to the servicing of the Mortgage Loans
      (provided that such expenses are reasonable and that the Servicer specifies
      the
      Mortgage Loan(s) to which such expenses relate), (c) the management and
      liquidation of the Mortgaged Property if the Mortgaged Property is acquired
      in
      full or partial satisfaction of the Mortgage, (d) taxes, assessments, water
      rates, sewer rates and other charges which are or may become a lien upon the
      Mortgaged Property, and Primary Mortgage Insurance Policy premiums and fire
      and
      hazard insurance coverage and (e) compliance with the obligations under Section
      4.08.





Servicing
      Fee :
      With
      respect to each Mortgage Loan, the amount of the annual fee the Owner shall
      pay
      to the Servicer, which shall, for a period of one full month, be equal to
      one--twelfth of the product of (a) the applicable Servicing Fee Rate and (b)
      the
      outstanding principal balance of such Mortgage Loan. Such fee shall be payable
      monthly, computed on the basis of the same principal amount and period
      respecting which any related interest payment on a Mortgage Loan is computed.
      The obligation of the Owner to pay the Servicing Fee is limited to, and the
      Servicing Fee is payable solely from, the interest portion (not including
      recoveries of interest from Liquidation Proceeds or otherwise) of such Monthly
      Payment collected by the Servicer, or as otherwise provided under Section
      4.05.





Servicing
      Fee Rate :
      The
      Servicing Fee Rate shall be a rate per annum equal to 0.25% .





Servicing
      File : The
      documents, records and other items pertaining to a particular Mortgage Loan,
      and
      any additional documents relating to such Mortgage Loan as are in, or as may
      from time to time come into, the Servicer's possession.





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





Stated
      Principal Balance :
      As to
      each Mortgage Loan as of any date of determination, (i) the principal balance
      of
      such Mortgage Loan after giving effect to payments of principal due, whether
      or
      not received, minus (ii) all amounts previously distributed to the Owner with
      respect to the Mortgage Loan representing payments or recoveries of principal
      or
      advances in lieu thereof.





Whole
      Loan Transfer :
      The
      sale or transfer of some or all of the ownership interest in the Mortgage Loans
      by the Owner to one or more third parties in whole loan or participation format,
      which third party may be Fannie Mae or Freddie Mac.








ARTICLE
      II


SERVICING
      OF MORTGAGE LOANS;


POSSESSION
      OF SERVICING FILES;


BOOKS
      AND RECORDS;


DELIVERY
      OF MORTGAGE LOAN DOCUMENTS





Section
                2.01Servicing
                of Mortgage Loans.





From
      and
      after the Effective Date, the Servicer does hereby agree to service the Mortgage
      Loans, but subject to the terms of this Agreement. The rights of the Owner
      to
      receive payments with respect to the Mortgage Loans shall be as set forth in
      this Agreement.





Section
      2.02 Maintenance
      of Servicing Files.





The
      Servicer shall maintain a Servicing File consisting of all documents necessary
      to service the Mortgage Loans. The possession of each Servicing File by the
      Servicer is for the sole purpose of servicing the Mortgage Loan, and such
      retention and possession by the Servicer is in a custodial capacity only. The
      Servicer acknowledges that the ownership of each Mortgage Loan, including the
      Note, the Mortgage, all other Mortgage Loan Documents and all rights, benefits,
      proceeds and obligations arising therefrom or in connection therewith, has
      been
      vested in the Owner. All rights arising out of the Mortgage Loans including,
      but
      not limited to, all funds received on or in connection with the Mortgage Loans
      and all records or documents with respect to the Mortgage Loans prepared by
      or
      which come into the possession of the Servicer shall be received and held by
      the
      Servicer in trust for the exclusive benefit of the Owner as the owner of the
      related Mortgage Loans. Any portion of the related Servicing Files retained
      by
      the Servicer shall be appropriately identified in the Servicer's computer system
      to clearly reflect the ownership of the related Mortgage Loans by the Owner.
      The
      Servicer shall release its custody of the contents of the related Servicing
      Files only in accordance with written instructions of the Owner, except when
      such release is required as incidental to the Servicer's servicing of the
      Mortgage Loans, such written instructions shall not be required.





Section
      2.03 Books
      and Records .





The
      Servicer shall be responsible for maintaining, and shall maintain, a complete
      set of books and records for the Mortgage Loans which shall be appropriately
      identified in the Servicer's computer system to clearly reflect the ownership
      of
      the Mortgage Loan by the Owner. In particular, the Servicer shall maintain
      in
      its possession, available for inspection by the Owner, or its designee and
      shall
      deliver to the Owner upon demand, evidence of compliance with all federal,
      state
      and local laws, rules and regulations, and requirements of Fannie Mae or Freddie
      Mac, as applicable, including but not limited to documentation as to the method
      used in determining the applicability of the provisions of the Flood Disaster
      Protection Act of 1973, as amended, to the Mortgaged Property, documentation
      evidencing insurance coverage and eligibility of any condominium project for
      approval by Fannie Mae and periodic inspection reports as required by Section
      4.13. To the extent that original documents are not required for purposes of
      realization of Liquidation Proceeds or Insurance Proceeds, documents maintained
      by the Servicer may be in the form of microfilm or microfiche or such other
      reliable means of recreating original documents, including but not limited
      to,
      optical imagery techniques so long as the Servicer complies with the
      requirements of the Fannie Mae Guide.





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





Section
                2.04.Transfer
                of Mortgage Loans.





The
      Servicer shall keep at its servicing office books and records in which, subject
      to such reasonable regulations as it may prescribe from time to time, the
      Servicer shall note transfers of Mortgage Loans. No transfer of a Mortgage
      Loan
      may be made unless such transfer is in compliance with the terms hereof. For
      the
      purposes of this Agreement, the Servicer shall be under no obligation to deal
      with any person with respect to this Agreement or any Mortgage Loan unless
      a
      notice of the transfer of such Mortgage Loan has been delivered to the Servicer
      in accordance with this Section 2.04. The Owner may, subject to the terms of
      this Agreement, sell and transfer one or more of the Mortgage Loans in
      accordance with Sections 10.02 and 11.12, provided ,
      however, that the transferee will not be deemed to be an Owner hereunder binding
      upon the Servicer unless such transferee shall agree in writing to be bound
      by
      the terms of this Agreement and an assignment and assumption of this Agreement
      reasonably acceptable to the Servicer. The Owner also shall advise the Servicer
      in writing of the transfer. Upon receipt of notice of the permitted transfer,
      the Servicer shall mark its books and records to reflect the ownership of the
      Mortgage Loans of such assignee, and shall release the previous Owner from
      its
      obligations hereunder with respect to the Mortgage Loans sold or
      transferred.





Section
      2.05 Delivery
      of Mortgage Loan Documents .





The
      Servicer shall forward to the Custodian on behalf of the Owner original
      documents evidencing an assumption, modification, consolidation or extension
      of
      any Mortgage Loan entered into in accordance with Section 4.01 or 6.01 promptly
      after their execution; provided, however, that the Servicer shall provide the
      Custodian on behalf of the Owner with a certified true copy of any such document
      submitted for recordation promptly after its execution, and shall provide the
      original of any document submitted for recordation or a copy of such document
      certified by the appropriate public recording office to be a true and complete
      copy of the original within 180 days of its execution. If delivery is not
      completed within 180 days solely due to delays in making such delivery by reason
      of the fact that such documents shall not have been returned by the appropriate
      recording office, the Servicer shall continue to use its best efforts to effect
      delivery as soon as possible thereafter.





From
      time
      to time the Servicer may have a need for Mortgage Loan Documents to be released
      by the Custodian. If the Servicer shall require any of the Mortgage Loan
      Documents, the Servicer shall notify the Custodian in writing of such request
      in
      the form of the request for release attached hereto as Exhibit
      D .
      The
      Custodian shall deliver to the Servicer promptly, and in no event later than
      within five (5) Business Days, any requested Mortgage Loan Document previously
      delivered to the Custodian, provided that such documentation is promptly
      returned to the Custodian when the Servicer no longer requires possession of
      the
      document, and provided that during the time that any such documentation is
      held
      by the Servicer, such possession is in trust for the benefit of the
      Owner.





Section
                2.06Quality
                Control Procedures.





The
      Servicer must have an internal quality control program that verifies, on a
      regular basis, the existence and accuracy of the legal documents, credit
      documents, property appraisals, and underwriting decisions. The program must
      be
      capable of evaluating and monitoring the overall quality of its servicing
      activities. The purpose of the program is to ensure that the Mortgage Loans
      are
      serviced in accordance with prudent mortgage banking practices and accounting
      principles; guard against dishonest, fraudulent, or negligent acts; and guard
      against errors and omissions by officers, employees, or other authorized
      persons.





ARTICLE
      III





REPRESENTATIONS
      AND WARRANTIES


OF
      THE
      SERVICER





The
      Servicer represents, warrants and covenants to the Owner that as of the
      Effective Date or as of such date specifically provided herein:





(a)  The
      Servicer is a validly existing corporation in good standing under the laws
      of
      the State of its organization and is qualified to transact business in, is
      in
      good standing under the laws of, and possesses all licenses necessary for the
      conduct of its business in, each state in which any Mortgaged Property is
      located or is otherwise exempt or not required under applicable law to effect
      such qualification or license and no demand for such qualification or license
      has been made upon the Servicer by any such state, and in any event the Servicer
      is in compliance with the laws of each such State to the extent necessary to
      ensure the enforceability of each Mortgage Loan and the servicing of the
      Mortgage Loans in accordance with the terms of this Agreement;





(b)  The
      Servicer has full power and authority to execute, deliver and perform, and
      to
      enter into and consummate all transactions contemplated by this Agreement and
      to
      conduct its business as presently conducted, has duly authorized the execution,
      delivery and performance of this Agreement, has duly executed and delivered
      this
      Agreement, and this Agreement constitutes a legal, valid and binding obligation
      of the Servicer, enforceable against it in accordance with its terms subject
      to
      bankruptcy laws and other similar laws of general application affecting rights
      of creditors and subject to the application of the rules of equity, including
      those respecting the availability of specific performance;





(c)  None
      of
      the execution and delivery of this Agreement, the consummation of the
      transactions contemplated thereby and hereby, or the fulfillment of or
      compliance with the terms and conditions of this Agreement will conflict with
      any of the terms, conditions or provisions of the Servicer's articles of
      incorporation or by-laws or materially conflict with or result in a material
      breach of any of the terms, conditions or provisions of any legal restriction
      or
      any agreement or instrument to which the Servicer is now a party or by which
      it
      is bound, or constitute a default or result in an acceleration under any of
      the
      foregoing, or result in the material violation of any law, rule, regulation,
      order, judgment or decree to which the Servicer or its property is
      subject;





(d)  There
      is
      no litigation pending or, to the Seller’s knowledge, threatened with respect to
      the Servicer which is reasonably likely to have a material adverse effect on
      the
      execution, delivery or enforceability of this Agreement, or which is reasonably
      likely to have a material adverse effect on the financial condition of the
      Servicer;





(e)  No
      consent, approval, authorization or order of any court or governmental agency
      or
      body is required for the execution, delivery and performance by the Servicer
      of
      or compliance by the Servicer with this Agreement or the consummation of the
      transactions contemplated by this Agreement except for consents, approvals,
      authorizations and orders which have been obtained;





(f)  The
      collection and servicing practices used by the Servicer, with respect to each
      Mortgage Note and Mortgage have been in all material respects legal. With
      respect to escrow deposits and payments that the Servicer collects, all such
      payments are in the possession of, or under the control of, the Servicer, and
      there exist no deficiencies in connection therewith for which customary
      arrangements for repayment thereof have not been made. No escrow deposits or
      other charges or payments due under the Mortgage Note have been capitalized
      under any Mortgage or the related Mortgage Note;





(g)  The
      Servicer is in good standing to service mortgage loans for Fannie Mae and
      Freddie Mac and no event has occurred which would make the Servicer unable
      to
      comply with eligibility requirements or which would require notification to
      either Fannie Mae or Freddie Mac;





(h)  No
      written statement, report or other document furnished or to be furnished
      pursuant to the Agreement contains or will contain any statement that is or
      will
      be inaccurate or misleading in any material respect or omits to state a material
      fact required to be stated therein or necessary to make the information and
      statements therein not misleading;





(i)  No
      fraud or
      misrepresentation of a material fact with
      respect to the servicing of a Mortgage Loan has taken place on the part of
      the
      Servicer;





(j)  At
      the
      time Servicer commenced servicing the Mortgage Loans, either (i) each
      M ortgagor
      was properly notified with respect to Servicer's servicing of the related
      Mortgage Loan in accordance with the Cranston Gonzalez National Affordable
      Housing Act of 1990, as the same may be amended from time to time, and the
      regulations provided in
      accordance with the Real Estate Settlement Procedures Act or (ii) such
      notification was not required;





(k)  At
      the time
      Servicer commenced servicing the Mortgage Loans, a ll
      applicable taxing authorities and insurance companies (including primary
      mortgage insurance policy insurers, if applicable) and/or agents were notified
      of the transfer of the servicing of the Mortgage Loans to Servicer, or its
      designee, and Servicer currently receives all related notices, tax bills and
      insurance statements. Additionally, any and all costs, fees and expenses
      associated with the Servicer’s commencement of the servicing of the Mortgage
      Loans, including the costs of any insurer notifications, the transfer or
      implementation of tax service contracts, flood certification contracts, and
      any
      and all other servicing transfer-related costs and expenses have been paid
      for
      by the Servicer and will, in no event, be the responsibility of the Owner;
      and





(l)  The collection
      and servicing practices with respect to each Mortgage Note and Mortgage have
      been in all material respects legal. With respect to escrow deposits and
      payments that the Servicer collects, all such payments are in the possession
      of,
      or under the control of, the Servicer, and there exist no deficiencies in
      connection therewith for which customary arrangements for repayment thereof
      have
      not been made. No escrow deposits or other charges or payments due under the
      Mortgage Note have been capitalized under any Mortgage or the related Mortgage
      Note.













ARTICLE
      IV


ADMINISTRATION
      AND SERVICING OF MORTGAGE LOANS


Section
                4.01Servicer
                to Act as Servicer.


The
      Servicer, as independent contract servicer, shall service and administer the
      Mortgage Loans in accordance with this Agreement and with Accepted Servicing
      Practices (giving due consideration to the Owner's reliance on the Servicer),
      and shall have full power and authority, acting alone, to do or cause to be
      done
      any and all things in connection with such servicing and administration which
      the Servicer may deem necessary or desirable and consistent with the terms
      of
      this Agreement and with Accepted Servicing Practices and shall exercise the
      same
      care that it customarily employs for its own account. Except as set forth in
      this Agreement, the Servicer shall service the Mortgage Loans in accordance
      with
      Accepted Servicing Practices in compliance with the servicing provisions of
      the
      Fannie Mae Guide, which include, but are not limited to, provisions regarding
      the liquidation of Mortgage Loans, the collection of Mortgage Loan payments,
      the
      payment of taxes, insurance and other charges, the maintenance of hazard
      insurance with a Qualified Insurer, the maintenance of fidelity bond and errors
      and omissions insurance, inspections, the restoration of Mortgaged Property,
      the
      maintenance of Primary Mortgage Insurance Policies, insurance claims, and title
      insurance, management of REO Property, permitted withdrawals with respect to
      REO
      Property, liquidation reports, and reports of foreclosures and abandonments
      of
      Mortgaged Property, the transfer of Mortgaged Property, the release of Mortgage
      Loan Documents, annual statements, and examination of records and facilities.
      In
      the event of any conflict, inconsistency or discrepancy between any of the
      servicing provisions of this Agreement and any of the servicing provisions
      of
      the Fannie Mae Guide, the provisions of this Agreement shall control and be
      binding upon the Owner and the Servicer. The Owner shall, upon reasonable
      request, deliver powers-of-attorney to the Servicer sufficient to allow the
      Servicer as servicer to execute all documentation requiring execution on behalf
      of Owner with respect to the servicing of the Mortgage Loans, including
      satisfactions, partial releases, modifications and foreclosure documentation
      or,
      in the alternative, shall as promptly as reasonably possible, execute and return
      such documentation to the Servicer.





Consistent
      with the terms of this Agreement, the Servicer may waive, modify or vary any
      term of any Mortgage Loan or consent to the postponement of any such term or
      in
      any manner grant indulgence to any Mortgagor if in the Servicer's reasonable
      and
      prudent determination such waiver, modification, postponement or indulgence
      is
      not materially adverse to the Owner, provided, however, that unless the Servicer
      has obtained the prior written consent of the Owner, the Servicer shall not
      permit any modification with respect to any Mortgage Loan that would change
      the
      Mortgage Interest Rate, forgive the payment of principal or interest, reduce
      or
      increase the outstanding principal balance (except for actual payments of
      principal) or change the final maturity date on such Mortgage Loan. In the
      event
      of any such modification which has been agreed to in writing by the Owner and
      which permits the deferral of interest or principal payments on any Mortgage
      Loan, the Servicer shall, on the Business Day immediately preceding the related
      Remittance Date in any month in which any such principal or interest payment
      has
      been deferred, deposit in the Custodial Account from its own funds, in
      accordance with Section 4.04 and Section 5.03, the difference between (a) such
      month's principal and one month's interest at the related Mortgage Loan
      Remittance Rate on the unpaid principal balance of such Mortgage Loan and (b)
      the amount paid by the Mortgagor. The Servicer shall be entitled to
      reimbursement for such advances to the same extent as for all other advances
      pursuant to Section 4.05. Without limiting the generality of the foregoing,
      the
      Servicer shall continue, and is hereby authorized and empowered, to prepare,
      execute and deliver, all instruments of satisfaction or cancellation, or of
      partial or full release, discharge and all other comparable instruments, with
      respect to the Mortgage Loans and with respect to the Mortgaged
      Properties.





The
      Servicer shall perform all of its servicing responsibilities hereunder or may,
      with the Owner's prior written approval, cause a subservicer to perform any
      such
      servicing responsibilities on its behalf, but the use by the Servicer of a
      subservicer shall not release the Servicer from any of its obligations hereunder
      and the Servicer shall remain responsible hereunder for all acts and omissions
      of each subservicer as fully as if such acts and omissions were those of the
      Servicer. Any such subservicer that the Owner shall be requested to consent
      to
      must be a Fannie Mae approved seller/servicer or a Freddie Mac seller/servicer
      in good standing and no event shall have occurred, including but not limited
      to,
      a change in insurance coverage, which would make it unable to comply with the
      eligibility requirements for lenders imposed by Fannie Mae or for
      seller/servicers by Freddie Mac, or which would require notification to Fannie
      Mae or Freddie Mac. The Servicer shall pay all fees and expenses of each
      subservicer from its own funds, and a subservicer's fee shall not exceed the
      Servicing Fee.





At
      the
      cost and expense of the Servicer, without any right of reimbursement from the
      Custodial Account, the Servicer shall be entitled to terminate the rights and
      responsibilities of a subservicer and arrange, with the Owner's prior written
      approval, for any servicing responsibilities to be performed by a successor
      subservicer meeting the requirements in the preceding paragraph, provided,
      however, that nothing contained herein shall be deemed to prevent or prohibit
      the Servicer, at the Servicer's option, from electing to service the related
      Mortgage Loans itself. In the event that the Servicer's responsibilities and
      duties under this Agreement are terminated pursuant to Section 8.04, 9.01 or
      10.01, and if requested to do so by the Owner, the Servicer shall at its own
      cost and expense terminate the rights and responsibilities of each subservicer
      effective as of the date of termination of the Servicer. The Servicer shall
      pay
      all fees, expenses or penalties necessary in order to terminate the rights
      and
      responsibilities of each subservicer from the Servicer's own funds without
      reimbursement from the Owner.





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





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





Section
      4.02 Collection
      of Mortgage Loan Payments .





Continuously
      from the Effective Date until the date each Mortgage Loan ceases to be subject
      to this Agreement, the Servicer will proceed with reasonable diligence to
      collect all payments due under each Mortgage Loan when the same shall become
      due
      and payable and shall, to the extent such procedures shall be consistent with
      this Agreement and the terms and provisions of related Primary Mortgage
      Insurance Policy, follow such collection procedures as it follows with respect
      to mortgage loans comparable to the Mortgage Loans and held for its own account.
      Further, the Servicer will take reasonable care in ascertaining and estimating
      annual ground rents, taxes, assessments, water rates, fire and hazard insurance
      premiums, mortgage insurance premiums, and all other charges that, as provided
      in the Mortgage, will become due and payable to the end that the installments
      payable by the Mortgagors will be sufficient to pay such charges as and when
      they become due and payable.








Section
      4.03 Realization
      Upon Defaulted Mortgage Loans .





The
      Servicer shall use its reasonable efforts, consistent with the procedures that
      the Servicer would use in servicing loans for its own account and the
      requirements of the Fannie Mae Guide, to foreclose upon or otherwise comparably
      convert the ownership of properties securing such of the Mortgage Loans as
      come
      into and continue in default and as to which no satisfactory arrangements can
      be
      made for collection of delinquent payments pursuant to Section 4.01. The
      Servicer shall use its reasonable efforts to realize upon defaulted Mortgage
      Loans in such manner as will maximize the receipt of principal and interest
      by
      the Owner, taking into account, among other things, the timing of foreclosure
      proceedings. The foregoing is subject to the provisions that, in any case in
      which Mortgaged Property shall have suffered damage, the Servicer shall not
      be
      required to expend its own funds toward the restoration of such property unless
      it shall determine in its discretion (i) that such restoration will increase
      the
      proceeds of liquidation of the related Mortgage Loan to the Owner after
      reimbursement to itself for such expenses, and (ii) that such expenses will
      be
      recoverable by the Servicer through Insurance Proceeds or Liquidation Proceeds
      from the related Mortgaged Property, as contemplated in Section 4.05. The
      Servicer shall notify the Owner in writing of the commencement of foreclosure
      proceedings. The Servicer shall be responsible for all costs and expenses
      incurred by it in any such proceedings or functions as Servicing Advances;
      provided, however, that it shall be entitled to reimbursement therefor from
      the
      related Mortgaged Property, as contemplated in Section 4.05. Notwithstanding
      anything to the contrary contained herein, in connection with a foreclosure
      or
      acceptance of a deed in lieu of foreclosure, in the event the Servicer has
      reasonable cause to believe that a Mortgaged Property is contaminated by
      hazardous or toxic substances or wastes, or if the Owner otherwise requests
      an
      environmental inspection or review of such Mortgaged Property, such an
      inspection or review is to be conducted by a qualified inspector. Upon
      completion of the inspection, the Servicer shall promptly provide the Owner
      with
      a written report of the environmental inspection. After reviewing the
      environmental inspection report, the Owner shall determine how the Servicer
      shall proceed with respect to the Mortgaged Property.





Section
      4.04 Establishment
      of Custodial Accounts; Deposits in Custodial Accounts .





The
      Servicer shall segregate and hold all funds collected and received pursuant
      to
      each Mortgage Loan separate and apart from any of its own funds and general
      assets and shall establish and maintain one or more Custodial Accounts. Each
      Custodial Account shall be established with a Qualified Depository. To the
      extent such funds are not deposited in a Custodial Account, such funds may
      be
      invested in Permitted Investments for the benefit of the Owner (with any income
      earned thereon for the benefit of the Servicer). Funds deposited in the
      Custodial Account may be drawn on by the Servicer in accordance with Section
      4.05. The creation of any Custodial Account shall be evidenced by a letter
      agreement in the form shown in Exhibit
      B hereto.
      The original of such letter agreement shall be furnished to the Owner upon
      request. The Servicer acknowledges and agrees that the Servicer shall bear
      any
      losses incurred with respect to Permitted Investments. The amount of any such
      losses shall be immediately deposited by the Servicer in the Custodial Account,
      as appropriate, out of the Servicer's own funds, with no right to reimbursement
      therefor.





The
      Servicer shall deposit in a mortgage clearing account on a daily basis, and
      in
      the Custodial Account or Accounts no later than the second Business Day after
      receipt of funds and retain therein the following payments and
      collections:





(i)  all
      payments on account of principal, including Principal Prepayments, on the
      Mortgage Loans received after the Cut-off Date;





(ii)  all
      payments on account of interest on the Mortgage Loans adjusted to the related
      Mortgage Loan Remittance Rate received after the Cut-off Date;





(iii)  all
      Liquidation Proceeds and REO Disposition Proceeds received after the Cut-off
      Date;





(iv)  any
      net
      amounts received by the Servicer after the Cut-off Date in connection with
      any
      REO Property pursuant to Section 4.13;





(v)  all
      Insurance Proceeds received after the Cut-off Date including amounts required
      to
      be deposited pursuant to Sections 4.08 and 4.10, other than proceeds to be
      held
      in the Escrow Account and applied to the restoration or repair of the Mortgaged
      Property or released to the Mortgagor in accordance with the Servicer's normal
      servicing procedures, the loan documents or applicable law;





(vi)  all
      Condemnation Proceeds affecting any Mortgaged Property received after the
      Cut-off Date other than proceeds to be held in the Escrow Account and applied
      to
      the restoration or repair of the Mortgaged Property or released to the Mortgagor
      in accordance with the Servicer's normal servicing procedures, the loan
      documents or applicable law;





(vii)  any
      Monthly Advances as provided in Section 5.03;





(viii)  any
      amounts received after the Cut-off Date and required to be deposited in the
      Custodial Account pursuant to 6.02; and





(ix)  with
      respect to each full or partial Principal Prepayment received after the Cut-off
      date, any Prepayment Interest Shortfalls, to the extent of the Servicer’s
      aggregate Servicing Fee received with respect to the related Due
      Period.





The
      foregoing requirements for deposit in the Custodial Account shall be exclusive,
      it being understood and agreed that, without limiting the generality of the
      foregoing, payments in the nature of late payment charges and assumption fees,
      to the extent permitted by Section 6.01, need not be deposited by the Servicer
      in the Custodial Account. Any interest paid on funds deposited in the Custodial
      Account by the Qualified Depository shall accrue to the benefit of the Servicer
      and the Servicer shall be entitled to retain and withdraw such interest from
      the
      Custodial Account pursuant to Section 4.05(iv).





Section
      4.05 Permitted
      Withdrawals From the Custodial Account .





The
      Servicer may, from time to time, make withdrawals from the Custodial Account
      for
      the following purposes:





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





(ii)
      to
      reimburse itself for Monthly Advances, the Servicer's right to reimburse itself
      pursuant to this subclause (ii) being limited to amounts received on the related
      Mortgage Loan which represent late collections (net of the related Servicing
      Fees) of principal and/or interest respecting which any such advance was
      made;





(iii)
      to
      reimburse itself for unreimbursed Servicing Advances and unreimbursed Monthly
      Advances, the Servicer's right to reimburse itself pursuant to this subclause
      (iii) with respect to any Mortgage Loan being limited to Liquidation Proceeds,
      Condemnation Proceeds and Insurance Proceeds received after the Cut-off Date
      related to such Mortgage Loan;





(iv)
      to
      pay to itself as servicing compensation (a) any interest earned on funds in
      the
      Custodial Account (all such interest to be withdrawn monthly not later than
      each
      Remittance Date) and (b) any payable Servicing Fee;





(v)
      to
      reimburse itself for any Nonrecoverable Advances:





(vi)
      to
      transfer funds to another Qualified Depository in accordance with Section 4.09
      hereof;





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





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





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





The
      Servicer shall segregate and hold all funds collected and received pursuant
      to
      each Mortgage Loan which constitute Escrow Payments separate and apart from
      any
      of its own funds and general assets and shall establish and maintain one or
      more
      Escrow Accounts. Each Escrow Account shall be established with a Qualified
      Depository. To the extent such funds are not deposited in an Escrow Account,
      such funds may be invested in Permitted Investments. Funds deposited in an
      Escrow Account may be drawn on by the Servicer in accordance with Section 4.07.
      The creation of any Escrow Account shall be evidenced by a letter agreement
      in
      the form shown in Exhibit
      C .
      The
      original of such letter agreement shall be furnished to the Owner upon request.
      The Servicer acknowledges and agrees that the Servicer shall bear any losses
      incurred with respect to Permitted Investments. The amount of any such losses
      shall be immediately deposited by the Servicer in the Escrow Account, as
      appropriate, out of the Servicer's own funds, with no right to reimbursement
      therefor.





The
      Servicer shall deposit in a mortgage clearing account on a daily basis, and
      in
      the Escrow Account or Accounts no later than the second Business Day after
      receipt of funds and retain therein:





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





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





(iii)
      all
      Servicing Advances for Mortgagors whose Escrow Payments are insufficient to
      cover escrow disbursements.





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





Section
      4.07 Permitted
      Withdrawals From Escrow Account .





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





(i)  to
      effect
      timely payments of ground rents, taxes, assessments, water rates, fire and
      hazard insurance premiums, Primary Mortgage Insurance Policy premiums, if
      applicable, and comparable items;





(ii)  to
      reimburse Servicer for any Servicing Advance made by Servicer with respect
      to a
      related Mortgage Loan but only from amounts received on the related Mortgage
      Loan which represent late payments or collections of Escrow Payments
      thereunder;





(iii)  to
      refund
      to the Mortgagor any funds as may be determined to be overages;





(iv)  for
      transfer to the Custodial Account in connection with an acquisition of REO
      Property;





(v)  for
      application to restoration or repair of the Mortgaged Property;





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





(vii)  to
      pay to
      the Mortgagors or other parties Insurance Proceeds deposited in accordance
      with
      Section 4.06;





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





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





As
      part
      of its servicing duties, the Servicer shall pay to the Mortgagors interest
      on
      funds in an Escrow Account, to the extent required by law, and to the extent
      that interest earned on funds in the Escrow Account is insufficient, shall
      pay
      such interest from its own funds, without any reimbursement
      therefor.





Section
      4.08 Payment
      of Taxes, Insurance and Other Charges; Maintenance of Primary Mortgage Insurance
      Policies; Collections Thereunder .





With
      respect to each Mortgage Loan, the Servicer shall maintain accurate records
      reflecting the status of ground rents, taxes, assessments, water rates and
      other
      charges which are or may become a lien upon the Mortgaged Property and the
      status of Primary Mortgage Insurance Policy premiums and fire and hazard
      insurance coverage and shall obtain, from time to time, all bills for the
      payment of such charges, including renewal premiums and shall effect payment
      thereof prior to the applicable penalty or termination date and at a time
      appropriate for securing maximum discounts allowable, employing for such purpose
      deposits of the Mortgagor in the Escrow Account which shall have been estimated
      and accumulated by the Servicer in amounts sufficient for such purposes, as
      allowed under the terms of the Mortgage or applicable law. To the extent that
      the Mortgage does not provide for Escrow Payments, the Servicer shall determine
      that any such payments are made by the Mortgagor at the time they first become
      due. The Servicer assumes full responsibility for the timely payment of all
      such
      bills and shall effect timely payments of all such bills irrespective of the
      Mortgagor's faithful performance in the payment of same or the making of the
      Escrow Payments and shall make advances from its own funds to effect such
      payments.





The
      Servicer will maintain in full force and effect Primary Mortgage Insurance
      Policies issued by a Qualified Insurer with respect to each Mortgage Loan for
      which such coverage is herein required. Such coverage will be maintained until
      the ratio of the current outstanding principal balance of the related Mortgage
      Loan to the appraised value of the related Mortgaged Property, based on the
      most
      recent appraisal of the Mortgaged Property performed by a Qualified Appraiser,
      such appraisal to be included in the Servicing File, is reduced to 80.00% or
      less. The Servicer will not cancel or refuse to renew any Primary Mortgage
      Insurance Policy that is required to be kept in force under this Agreement
      unless a replacement Primary Mortgage Insurance Policy for such canceled or
      nonrenewed policy is obtained from and maintained with a Qualified Insurer.
      The
      Servicer shall not take any action which would result in non-coverage under
      any
      applicable Primary Mortgage Insurance Policy of any loss which, but for the
      actions of the Servicer would have been covered thereunder. In connection with
      any assumption or substitution agreement entered into or to be entered into
      pursuant to Section 6.01, the Servicer shall promptly notify the insurer under
      the related Primary Mortgage Insurance Policy, if any, of such assumption or
      substitution of liability in accordance with the terms of such policy and shall
      take all actions which may be required by such insurer as a condition to the
      continuation of coverage under the Primary Mortgage Insurance Policy. If such
      Primary Mortgage Insurance Policy is terminated as a result of such assumption
      or substitution of liability, the Servicer shall obtain a replacement Primary
      Mortgage Insurance Policy as provided above.





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





Section
      4.09 Transfer
      of Accounts .




The
      Servicer may transfer the Custodial Account or the Escrow Account to a different
      Qualified Depository from time to time. The Servicer shall notify the Owner
      of
      any such transfer within 15 Business Days of transfer.





Section
      4.10 Maintenance
      of Hazard Insurance .





The
      Servicer shall cause to be maintained for each Mortgage Loan fire and hazard
      insurance with extended coverage as is customary in the area where the Mortgaged
      Property is located in an amount which is equal to the lesser of (i) the maximum
      insurable value of the improvements securing such Mortgage Loan or (ii) the
      greater of (a) the outstanding principal balance of the Mortgage Loan, and
      (b)
      the percentage such that the proceeds thereof shall be sufficient to prevent
      the
      Mortgagor and/or the Mortgagee from becoming a co-insurer. If the Mortgaged
      Property is in an area identified in the Federal Register by the Federal
      Emergency Management Agency as being a special flood hazard area that has
      federally-mandated flood insurance requirements, the Servicer will cause to
      be
      maintained a flood insurance policy meeting the requirements of the current
      guidelines of the Federal Insurance Administration with a generally acceptable
      insurance carrier, in an amount representing coverage not less than the least
      of
      (i) the outstanding principal balance of the Mortgage Loan, (ii) the maximum
      insurable value of the improvements securing such Mortgage Loan or (iii) the
      maximum amount of insurance which is available under the Flood Disaster
      Protection Act of 1973, as amended. The Servicer shall also maintain on the
      REO
      Property, fire and hazard insurance with extended coverage in an amount which
      is
      at least equal to the maximum insurable value of the improvements which are
      a
      part of such property, liability insurance and, to the extent required and
      available under the Flood Disaster Protection Act of 1973, as amended, flood
      insurance in an amount as provided above. Any amounts collected by the Servicer
      under any such policies other than amounts to be deposited in the Escrow Account
      and applied to the restoration or repair of the Mortgaged Property or REO
      Property, or released to the Mortgagor in accordance with the Servicer's normal
      servicing procedures, shall be deposited in the Custodial Account, subject
      to
      withdrawal pursuant to Section 4.05. It is understood and agreed that no other
      additional insurance need be required by the Servicer or the Mortgagor or
      maintained on property acquired in respect of the Mortgage Loans, other than
      pursuant to the Fannie Mae Guide or such applicable state or federal laws and
      regulations as shall at any time be in force and as shall require such
      additional insurance. All such policies shall be endorsed with standard
      mortgagee clauses with loss payable to the Servicer and its successors and/or
      assigns and shall provide for at least thirty days prior written notice of
      any
      cancellation, reduction in the amount or material change in coverage to the
      Servicer. The Servicer shall not interfere with the Mortgagor's freedom of
      choice in selecting either his insurance carrier or agent, provided, however,
      that the Servicer shall not accept any such insurance policies from insurance
      companies unless such companies currently reflect a General Policy Rating in
      Best's Key Rating Guide currently acceptable to Fannie Mae and are licensed
      to
      do business in the state wherein the property subject to the policy is
      located.





Section
      4.11 Adjustments
      to Mortgage Interest Rate and Monthly Payment .





On
      each
      applicable Adjustment Date, the Mortgage Interest Rate shall be adjusted, in
      compliance with the requirements of the related Mortgage and Mortgage Note,
      to
      equal the sum of the Index plus the Margin (rounded in accordance with the
      related Mortgage Note) subject to the applicable Periodic Rate Cap and Lifetime
      Rate Cap, as set forth in the Mortgage Note. The Servicer shall execute and
      deliver the notices required by each Mortgage and Mortgage Note and applicable
      laws and regulations regarding interest rate adjustments.





Section
      4.12 Fidelity
      Bond, Errors and Omissions Insurance .





The
      Servicer shall maintain, at its own expense, a blanket fidelity bond and an
      errors and omissions insurance policy, with broad coverage with responsible
      companies on all officers, employees or other persons acting in any capacity
      with regard to the Mortgage Loans and who handle funds, money, documents and
      papers relating to the Mortgage Loans. The Fidelity Bond and errors and
      omissions insurance shall be in the form of the Mortgage Banker's Blanket Bond
      and shall protect and insure the Servicer against losses, including forgery,
      theft, embezzlement, fraud, errors and omissions and negligent acts of such
      persons. Such Fidelity Bond and errors and omissions insurance shall also
      protect and insure the Servicer against losses in connection with the failure
      to
      maintain any insurance policies required pursuant to this Agreement and the
      release or satisfaction of a Mortgage Loan without having obtained payment
      in
      full of the indebtedness secured thereby. No provision of this Section 4.12
      requiring the Fidelity Bond and errors and omissions insurance shall diminish
      or
      relieve the Servicer from its duties and obligations as set forth in this
      Agreement. The minimum coverage under any such Fidelity Bond and insurance
      policy shall be at least equal to the corresponding amounts required by Fannie
      Mae in the Fannie Mae Guide or by Freddie Mac in the Freddie Mac Guide. The
      Servicer shall, upon request of Owner, deliver to the Owner a certificate from
      the surety and the insurer as to the existence of the Fidelity Bond and errors
      and omissions insurance policy and shall obtain a statement from the surety
      and
      the insurer that such Fidelity Bond or insurance policy shall in no event be
      terminated or materially modified without thirty days prior written notice
      to
      the Owner. The Servicer shall notify the Owner within five Business Days of
      receipt of notice that such Fidelity Bond or insurance policy will be, or has
      been, materially modified or terminated. The Owner and its successors or assigns
      as their interests may appear must be named as loss payees on the Fidelity
      Bond
      and as additional insured on the errors and omissions policy.




Section
      4.13 Title,
      Management and Disposition of REO Property .





In
      the
      event that title to any Mortgaged Property is acquired in foreclosure or by
      deed
      in lieu of foreclosure, the deed or certificate of sale shall be taken in the
      name of the Owner or its designee. Any such Person or Persons holding such
      title
      other than the Owner shall acknowledge in writing that such title is being
      held
      as nominee for the benefit of the Owner.





The
      Servicer shall notify the Owner in accordance with prudent servicing practices
      of each acquisition of REO Property upon such acquisition, and thereafter assume
      the responsibility for marketing such REO Property in accordance with Accepted
      Servicing Practices. Thereafter, the Servicer shall continue to provide certain
      administrative services to the Owner relating to such REO Property as set forth
      in this Section 4.13. The REO Property must be sold within three years following
      the end of the calendar year of the date of acquisition, unless a REMIC election
      has been made with respect to the arrangement under which the Mortgage Loans
      and
      REO Property are held and (i) the Owner shall have been supplied with an Opinion
      of Counsel to the effect that the holding by the related trust of such Mortgaged
      Property subsequent to such three-year period (and specifying the period beyond
      such three-year period for which the Mortgaged Property may be held) will not
      result in the imposition of taxes on “prohibited transactions” of the related
      trust as defined in Section 860F of the Code, or cause the related REMIC to
      fail
      to qualify as a REMIC, in which case the related trust may continue to hold
      such
      Mortgaged Property (subject to any conditions contained in such Opinion of
      Counsel), or (ii) the Owner (at the Servicer’s expense) or the Servicer shall
      have applied for, prior to the expiration of such three-year period, an
      extension of such three-year period in the manner contemplated by Section
      856(e)(3) of the Code, in which case the three-year period shall be extended
      by
      the applicable period. If a period longer than three years is permitted under
      the foregoing sentence and is necessary to sell any REO Property, (i) the
      Servicer shall report monthly to the Owner as to progress being made in selling
      such REO Property and (ii) if, with the written consent of the Owner, a purchase
      money mortgage is taken in connection with such sale, such purchase money
      mortgage shall name the Servicer as mortgagee, and such purchase money mortgage
      shall not be held pursuant to this Agreement, but instead a separate
      participation agreement between the Servicer and Owner shall be entered into
      with respect to such purchase money mortgage.





The
      Servicer shall not permit the creation of any “interests” (within the meaning of
      Section 860G of the Code) in any REMIC. The Servicer shall not enter into any
      arrangement by which a REMIC will receive a fee or other compensation for
      services nor permit a REMIC to receive any income from assets other than
“qualified mortgages” as defined in Section 860G(a)(3) of the Code or “permitted
      investments” as defined in Section 860G(a)(5) of the Code.








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





The
      Servicer shall, either itself or through an agent selected by the Servicer,
      and
      in accordance with the Fannie Mae Guide, manage, conserve, protect and operate
      each REO Property in the same manner that it manages, conserves, protects and
      operates other foreclosed property for its own account, and in the same manner
      that similar property in the same locality as the REO Property is managed.
      Each
      REO Disposition shall be carried out by the Servicer at such price and upon
      such
      terms and conditions as the Servicer deems to be in the best interest of the
      Owner. The REO Disposition Proceeds from the sale of the REO Property shall
      be
      promptly deposited in the Custodial Account. As soon as practical thereafter,
      the expenses of such sale shall be paid and the Servicer shall reimburse itself
      for any related Servicing Advances, or Monthly Advances made pursuant to Section
      5.03.





The
      Servicer shall cause each REO Property to be inspected promptly upon the
      acquisition of title thereto and shall cause each REO Property to be inspected
      at least monthly thereafter or more frequently as may be required by the
      circumstances. The Servicer shall make or cause the inspector to make a written
      report of each such inspection. Such reports shall be retained in the Servicing
      File and copies thereof shall be forwarded by the Servicer to the
      Owner.





Notwithstanding
      anything to the contrary set forth in this Section 4.13, the parties hereto
      hereby agree that the Owner, at its option, shall be entitled to manage,
      conserve, protect and operate each REO Property for its own benefit (such
      option, an "REO Option"). In connection with the exercise of an REO Option,
      the
      prior two paragraphs and the related provisions of Section 4.03 and Section
      4.04(iii) (such provisions, the “REO Marketing Provisions”) shall be revised as
      follows. Following the acquisition of any Mortgaged Property, the Servicer
      shall
      submit a detailed invoice to the Owner for all related Servicing Advances and,
      upon exercising the REO Option, the Owner shall promptly reimburse the Servicer
      for such amounts. In the event the REO Option is exercised with respect to
      an
      REO Property, Section 4.04 (iii) shall not be applicable thereto. References
      made in Section 4.03 with respect to the reimbursement of Servicing Advances
      shall, for purposes of such REO Property, be deemed to be covered by this
      paragraph. The Owner acknowledges that, in the event it exercises an REO Option,
      with respect to the related REO Property, there shall be no breach by the
      Servicer based upon or arising out of the Servicer's failure to comply with
      the
      REO Marketing Provisions.





ARTICLE
      V





PAYMENTS
      TO THE OWNER





Section
      5.01 Remittances .





On
      each
      Remittance Date, the Servicer shall remit to the Owner (i) all amounts credited
      to the Custodial Account as of the close of business on the related preceding
      Determination Date, except (a) Partial Principal Prepayments received on or
      after the first day of the month in which the Remittance Date occurs shall
      be
      remitted to the Owner on the next following Remittance Date, (b) Full Principal
      Prepayments received on or before the 15 th day of
      the month in which a Remittance Date occurs shall be remitted to the Owner
      on
      the Remittance Date of such month, and (c) Full Principal Prepayments received
      after the 15 th day of
      the month shall be remitted to the Owner on the next following Remittance Date,
      each net of charges against or withdrawals from the Custodial Account pursuant
      to Section 4.05, plus, to the extent not already deposited in the Custodial
      Account, the sum of (ii) all Monthly Advances, if any, which the Servicer is
      obligated to distribute pursuant to Section 5.03 and (iii) all Prepayment
      Interest Shortfalls the Servicer is required to make up pursuant to Section
      4.04, minus (iv) any amounts attributable to Monthly Payments collected after
      the Cut-off Date but due on a Due Date or Dates subsequent to the last day
      of
      the related Due Period, which amounts shall be remitted on the related
      Remittance Date next succeeding the Due Period for such amounts.





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





Section
      5.02 Statements
      to 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 Monthly Payment, the amount of such remittance allocable
                to interest





(ii)
            the
                amount of servicing compensation received by the Servicer during
                the prior
                distribution period;





(iii)
            the
                aggregate Stated Principal Balance of the Mortgage Loans;





(iv)
            the
                number and aggregate outstanding principal balances of Mortgage Loans
                (a)
                delinquent (1) 30 to 59 days, (2) 60 to 89 days, (3) 90 days or more;
                (b)
                as to which foreclosure has commenced; and (c) as to which REO Property
                has been acquired; and





(v)
            such
                other reports as may reasonably be required by the
                Owner.








The
      Servicer shall also provide a trial balance, sorted in the Owner's assigned
      loan
      number order, and such other loan level scheduled-scheduled remittance
      information as described on Exhibit
      E ,
      in
      electronic tape form, 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 the
      Owner with such information concerning the Mortgage Loans as is necessary for
      the Owner to prepare its federal income tax return as the Owner may reasonably
      request from time to time.





In
      addition, not more than 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 of
      principal and interest for the applicable portion of such year.





Section
      5.03 Monthly
      Advances by the Servicer .





Not
      later
      than the close of business on the Business Day preceding each Remittance Date,
      the Servicer shall deposit in the Custodial Account an amount equal to all
      payments not previously advanced by the Servicer, whether or not deferred
      pursuant to Section 4.01, of Monthly Payments, adjusted to the related Mortgage
      Loan Remittance Rate, which are delinquent at the close of business on the
      related Determination Date; provided, however, that the amount of any such
      deposit may be reduced by (i) the Amount Held for Future Distribution (as
      defined below) then on deposit in the Custodial Account, plus (ii) with respect
      to the initial Remittance Date, the Non-held Early Pay Amount (as defined
      below). Any portion of the Amount Held for Future Distribution used to pay
      Monthly Advances shall be replaced by the Servicer by deposit into the Custodial
      Account on any future Remittance Date to the extent that the funds that are
      available in the Custodial Account for remittance to the Owner on such
      Remittance Date are less than the amount of payments required to be made to
      the
      Owner on such Remittance Date.





The
      “Amount Held for Future Distribution” as to any Remittance Date shall be the
      total of the amounts held in the Custodial Account at the close of business
      on
      the preceding Determination Date which were received after the Cut-off Date
      on
      account of (i) Liquidation Proceeds, Insurance Proceeds, and Partial Principal
      Prepayments received or made in the month of such Remittance Date, (ii) Full
      Principal Payments received after the 15 th day of
      the month in the month of such Remittance Date, and (iii) payments which
      represent early receipt of scheduled payments of principal and interest due
      on a
      date or dates subsequent to the related Due Date. The "Non-held Early Pay
      Amount" shall be the total of the amounts on account of payments which represent
      early receipt of scheduled payments of principal and interest received on or
      prior to the Cut-off Date.





The
      Servicer's obligation to make such Monthly Advances as to any Mortgage Loan
      will
      continue through the final disposition or liquidation of the Mortgaged Property,
      unless the Servicer deems such advance to be nonrecoverable from Liquidation
      Proceeds, REO Disposition Proceeds or Insurance Proceeds with respect to the
      applicable Mortgage Loan. In such latter event, the Servicer shall deliver
      to
      the Owner an Officer's Certificate of the Servicer to the effect that an officer
      of the Servicer has reviewed the related Servicing File and has obtained a
      recent appraisal and has made the reasonable determination that any additional
      advances are nonrecoverable from Liquidation or Insurance Proceeds with respect
      to the applicable Mortgage Loan.





Section
      5.04 Liquidation
      Reports .





Upon
      the
      foreclosure sale of any Mortgaged Property or the acquisition thereof by the
      Owner pursuant to a deed-in--lieu of foreclosure, the Servicer shall submit
      to
      the Owner a liquidation report with respect to such Mortgaged Property in such
      form as the Servicer and the Owner shall agree. The Servicer shall also provide
      reports on the status of REO Property containing such information as Owner
      may
      reasonably require.





ARTICLE
      VI





GENERAL
      SERVICING PROCEDURES





Section
      6.01 Assumption
      Agreements .





The
      Servicer will, to the extent it has knowledge of any conveyance or prospective
      conveyance by any Mortgagor of a Mortgaged Property (whether by absolute
      conveyance or by contract of, sale, and whether or not the Mortgagor remains
      or
      is to remain liable under the Mortgage Note and/or the Mortgage), exercise
      its
      rights to accelerate the maturity of such Mortgage Loan under any "due-on-sale"
      clause to the extent permitted by law; provided, however, that the Servicer
      shall not exercise any such rights if prohibited by law or the terms of the
      Mortgage Note from doing so or if the exercise of such rights would impair
      or
      threaten to impair any recovery under the related Primary Mortgage Insurance
      Policy, if any. If the Servicer reasonably believes it is unable under
      applicable law to enforce such "due-on-sale" clause, the Servicer, with the
      approval of the Owner (such approval not to be unreasonably withheld), will
      enter into an assumption agreement with the person to whom the Mortgaged
      Property has been conveyed or is proposed to be conveyed, pursuant to which
      such
      person becomes liable under the Mortgage Note and, to the extent permitted
      by
      applicable state law, the Mortgagor remains liable thereon. Where an assumption
      is allowed pursuant to this Section 6.01, the Servicer, with the prior consent
      of the primary mortgage insurer, if any, is authorized to enter into a
      substitution of liability agreement with the person to whom the Mortgaged
      Property has been conveyed or is proposed to be conveyed pursuant to which
      the
      original mortgagor is released from liability and such Person is substituted
      as
      mortgagor and becomes liable under the related Mortgage Note. Any such
      substitution of liability agreement shall be in lieu of an assumption
      agreement.





In
      connection with any such assumption or substitution of liability, the Servicer
      shall follow the underwriting practices and procedures of the Fannie Mae Guide.
      With respect to an assumption or substitution of liability, the Mortgage
      Interest Rate borne by the related Mortgage Note and the amount of the Monthly
      Payment may not be changed. The Servicer shall notify the Owner that any such
      substitution of liability or assumption agreement has been completed by
      forwarding to the Owner the original of any such substitution of liability
      or
      assumption agreement, which document shall be added to the related Mortgage
      Loan
      Documents and shall, for all purposes, be considered a part of such related
      mortgage file to the same extent as all other documents and instruments
      constituting a part thereof. All fees collected by the Servicer for entering
      into an assumption or substitution of liability agreement shall belong to the
      Servicer.





Notwithstanding
      the foregoing paragraphs of this section or any other provision of this
      Agreement, the Servicer shall not be deemed to be in default, breach or any
      other violation of its obligations hereunder by reason of any assumption of
      a
      Mortgage Loan by operation of law or any assumption which the Servicer may
      be
      restricted by law from preventing, for any reason whatsoever. For purposes
      of
      this Section 6.01, the term "assumption" is deemed to also include a sale of
      the
      Mortgaged Property subject to the Mortgage that is not accompanied by an
      assumption or substitution of liability agreement.





Section
      6.02 Satisfaction
      of Mortgages and Release of Mortgage Loan Documents .





Upon
      the
      payment in full of any Mortgage Loan, the Servicer will immediately notify
      the
      Custodian with a certification and request for release by a Servicing Officer,
      which certification shall include a statement to the effect that all amounts
      received in connection with such payment which are required to be deposited
      in
      the Custodial Account pursuant to Section 4.04 have been so deposited, and
      a
      request for delivery to the Servicer of the portion of the Mortgage Loan
      Documents held by the Custodian, and unless the related Mortgage Loans are
      the
      subject of a Pass-Through Transfer, such request is to be acknowledged by the
      Owner. Upon receipt of such certification and request, the Owner shall promptly
      release or cause the Custodian to promptly release the related Mortgage Loan
      Documents to the Servicer and the Servicer shall prepare and deliver for
      execution by the Owner or at the Owner's option execute under the authority
      of a
      power of attorney delivered to the Servicer by the Owner any satisfaction or
      release. No expense incurred in connection with any instrument of satisfaction
      or deed of reconveyance shall be chargeable to the Custodial
      Account.





In
      the
      event the Servicer satisfies or releases a Mortgage without having obtained
      payment in full of the indebtedness secured by the Mortgage or should it
      otherwise prejudice any right the Owner may have under the mortgage instruments,
      the Servicer, upon written demand, shall remit within two Business Days to
      the
      Owner the then outstanding principal balance of the related Mortgage Loan by
      deposit thereof in the Custodial Account. The Servicer shall maintain the
      Fidelity Bond insuring the Servicer against any loss it may sustain with respect
      to any Mortgage Loan not satisfied in accordance with the procedures set forth
      herein.





From
      time
      to time and as appropriate for the servicing or foreclosure of the Mortgage
      Loans, including for the purpose of collection under any Primary Mortgage
      Insurance Policy, upon request of the Servicer and delivery to the Custodian
      of
      a servicing receipt signed by a Servicing Officer (and unless the related
      Mortgage Loans are the subject of a Pass-Through Transfer, acknowledged by
      the
      Owner), the Custodian shall release the portion of the Mortgage Loan Documents
      held by the Custodian to the Servicer. Such servicing receipt shall obligate
      the
      Servicer to promptly return the related Mortgage Loan Documents to the
      Custodian, when the need therefor by the Servicer no longer exists, unless
      the
      Mortgage Loan has been liquidated and the Liquidation Proceeds relating to
      the
      Mortgage Loan have been deposited in the Custodial Account or such documents
      have been delivered to an attorney, or to a public trustee or other public
      official as required by law, for purposes of initiating or pursuing legal action
      or other proceedings for the foreclosure of the Mortgaged Property either
      judicially or non-judicially, and the Servicer has promptly delivered to the
      Owner or the Custodian a certificate of a Servicing Officer certifying as to
      the
      name and address of the Person to which such documents were delivered and the
      purpose or purposes of such delivery. Upon receipt of a certificate of a
      Servicing Officer stating that such Mortgage Loan was liquidated, the servicing
      receipt shall be released by the Owner or the Custodian, as applicable, to
      the
      Servicer.





Section
      6.03 Servicing
      Compensation .





As
      compensation for its services hereunder, the Servicer shall be entitled to
      withdraw from the Custodial Account or to retain from interest payments on
      the
      Mortgage Loans the amounts provided for as the Servicer's Servicing Fee.
      Additional servicing compensation in the form of assumption fees, as provided
      in
      Section 6.01, late payment charges and other ancillary fees shall be retained
      by
      the Servicer to the extent not required to be deposited in the Custodial
      Account. The Servicer shall be required to pay all expenses incurred by it
      in
      connection with its servicing activities hereunder and shall not be entitled
      to
      reimbursement therefor except as specifically provided for.





Section
      6.04 Annual
      Statement as to Compliance .





The
      Servicer will deliver to the Owner not later than 90 days following the end
      of
      each fiscal year of the Servicer, an Officers' Certificate 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 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 throughout such year, or, if there has been
      a
      default in the fulfillment of any such obligation, specifying each such default
      known to such officers and the nature and status thereof except for such
      defaults as such Officers in their good faith judgment believe to be
      immaterial.





Section
      6.05 Annual
      Independent Certified Public Accountants' Servicing Report .





Not
      later
      than 90 days following the end of each fiscal year of the Servicer, the Servicer
      at its expense shall cause a firm of independent public accountants which is
      a
      member of the American Institute of Certified Public Accountants to furnish
      a
      statement to the Owner to the effect that such firm has examined certain
      documents and records relating to the Servicer's servicing of mortgage loans
      of
      the same type as the Mortgage Loans pursuant to servicing agreements
      substantially similar to this Agreement, which agreements may include this
      Agreement, and that, on the basis of such an examination, conducted
      substantially in accordance with the Uniform Single Attestation Program for
      Mortgage Bankers, such firm is of the opinion that the Servicer's servicing
      has
      been conducted in compliance with the agreements examined pursuant to this
      Section 6.05, except for (i) such exceptions as such firm shall believe to
      be
      immaterial, and (ii) such other exceptions as shall be set forth in such
      statement.





Section
      6.06 Owner's
      Right to Examine Servicer Records .





The
      Owner
      shall have the right to examine and audit, at its expense, upon reasonable
      notice to the Servicer, during business hours or at such other times as might
      be
      reasonable under applicable circumstances, any and all of the books, records,
      documentation or other information of the Servicer, or held by another for
      the
      Servicer or on its behalf or otherwise, which relate to the performance or
      observance by the Servicer of the terms, covenants or conditions of this
      Agreement.





The
      Servicer shall provide to the Owner and any supervisory agents or examiners
      representing a state or federal governmental agency having jurisdiction over
      the
      Owner, including but not limited to OTS, FDIC and other similar entities, access
      to any documentation regarding the Mortgage Loans in the possession of the
      Servicer which may be required by any applicable regulations. Such access shall
      be afforded without charge, upon reasonable request, during normal business
      hours and at the offices of the Servicer, and in accordance with the applicable
      federal government agency, FDIC, OTS, or any other similar
      regulations.





Section
      6.07 Compliance
      with REMIC Provisions.





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





Section
      6.08 Non-solicitation.





The
      Servicer shall not knowingly conduct any solicitation exclusively targeted
      to
      the Mortgagors for the purpose of inducing or encouraging the early prepayment
      or refinancing of the related Mortgage Loans. It is understood and agreed that
      promotions undertaken by the Servicer or any agent or affiliate of the Servicer
      which are directed to the general public at large, including, without
      limitation, mass mailings based on commercially acquired mailing lists,
      newspaper, radio and television advertisements shall not constitute solicitation
      under this section. Nothing
      contained herein shall prohibit the Servicer from (i) distributing to Mortgagors
      any general advertising including information brochures, coupon books, or other
      similar documentation which indicates services the Seller offers, including
      refinances or (ii) providing financing of home equity loans to Mortgagors at
      the
      Mortgagor’s request.








ARTICLE
      VII





REPORTS
      TO BE PREPARED BY SERVICER





Section
      7.01 Servicer
      Shall Provide Information as Reasonably Required .





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





ARTICLE
      VIII





THE
      SERVICER





Section
      8.01 Indemnification;
      Third Party Claims .





The
      Servicer agrees to indemnify the Owner and hold it harmless from and against
      any
      and all claims, losses, damages, penalties, fines, forfeitures, legal fees
      and
      related costs, judgments, and any other costs, fees and expenses that the Owner
      may sustain in any way related to the failure of the Servicer to perform in
      any
      way its duties and service the Mortgage Loans in strict compliance with the
      terms of this Agreement and for breach of any representation or warranty of
      the
      Servicer contained herein. The Servicer shall immediately notify the Owner
      if a
      claim is made by a third party with respect to this Agreement or the Mortgage
      Loans, assume (with the consent of the Owner and with counsel reasonably
      satisfactory to the Owner) the defense of any such claim and pay all expenses
      in
      connection therewith, including counsel fees, and promptly pay, discharge and
      satisfy any judgment or decree which may be entered against it or the Owner
      in
      respect of such claim but failure to so notify the Owner shall not limit its
      obligations hereunder. The Servicer agrees that it will not enter into any
      settlement of any such claim without the consent of the Owner unless such
      settlement includes an unconditional release of the Owner from all liability
      that is the subject matter of such claim. The provisions of this Section 8.01
      shall survive termination of this Agreement. In no event will either Purchaser
      or Seller be liable to the other party to this Agreement for incidental or
      consequential damages, including, without limitation, loss of profit or loss
      of
      business or business opportunity, regardless of the form of action whether
      in
      contract, tort or otherwise.







Section
      8.02 Merger
      or Consolidation of the Servicer .





The
      Servicer will keep in full effect its existence, rights and franchises as a
      corporation under the laws of the state of its incorporation except as permitted
      herein, and will obtain and preserve its qualification to do business as a
      foreign corporation in each jurisdiction in which such qualification is or
      shall
      be necessary to protect the validity and enforceability of this Agreement or
      any
      of the Mortgage Loans and to perform its duties under this
      Agreement.





Any
      Person into which the Servicer may be merged or consolidated, or any corporation
      resulting from any merger, conversion or consolidation to which the Servicer
      shall be a party, or any Person succeeding to the business of the Servicer
      whether or not related to loan servicing, shall be the successor of the Servicer
      hereunder, without the execution or filing of any paper or any further act
      on
      the part of any of the parties hereto, anything herein to the contrary
      notwithstanding; provided, however, that the successor or surviving Person
      shall
      be an institution (i) having a GAAP net worth of not less than $25,000,000,
      (ii)
      the deposits of which are insured by the FDIC, SAIF and/or BIF, or which is
      a
      HUD-approved mortgagee whose primary business is in origination and servicing
      of
      first lien mortgage loans, and (iii) which is a Fannie Mae or Freddie Mac
      approved seller/servicer in good standing.





Section
                8.03Limitation
                on Liability of the Servicer and Others.





Neither
      the Servicer nor any of the officers, employees or agents of the Servicer shall
      be under any liability to the Owner for any action taken or for refraining
      from
      the taking of any action in good faith pursuant to this Agreement, or for errors
      in judgment made in good faith; provided, however, that this provision shall
      not
      protect the Servicer or any such person against any breach of warranties or
      representations made herein, or failure to perform in any way its obligations
      in
      compliance with any standard of care set forth in this Agreement, or any
      liability which would otherwise be imposed by reason of negligence or any breach
      of the terms and conditions of this Agreement. The Servicer and any officer,
      employee or agent of the Servicer may rely in good faith on any document of
      any
      kind prima facie properly executed and submitted by the Owner respecting any
      matters arising hereunder. The Servicer shall not be under any obligation to
      appear in, prosecute or defend any legal action which is not incidental to
      its
      duties to service the Mortgage Loans in accordance with this Agreement and
      which
      in its opinion may involve it in any expenses or liability; provided, however,
      that the Servicer may, with the consent of the Owner, which consent shall not
      be
      unreasonably withheld, undertake any such action which it may deem necessary
      or
      desirable with respect to this Agreement and the rights and duties of the
      parties hereto. In such event, the reasonable legal expenses and costs of such
      action and any liability resulting therefrom shall be expenses, costs and
      liabilities for which the Owner will be liable, and the Servicer shall be
      entitled to be reimbursed therefor from the Owner upon written
      demand.





Section
                8.04Servicer
                Not to Resign.





The
      Servicer shall not resign from the obligations and duties hereby imposed on
      it
      except by mutual consent of the Servicer and the Owner or upon the determination
      that its duties hereunder are no longer permissible under applicable law and
      such incapacity cannot be cured by the Servicer. Any such determination
      permitting the resignation of the Servicer shall be evidenced by an Opinion
      of
      Counsel to such effect delivered to the Owner which Opinion of Counsel shall
      be
      in form and substance acceptable to the Owner. No such resignation shall become
      effective until a successor shall have assumed the Servicer's responsibilities
      and obligations hereunder in the manner provided in Section 11.01.





Section
      8.05 No
      Transfer of Servicing .





With
      respect to the retention of the Servicer to service the Mortgage Loans
      hereunder, the Servicer acknowledges that the Owner has acted in reliance upon
      the Servicer's independent status, the adequacy of its servicing facilities,
      plan, personnel, records and procedures, its integrity, reputation and financial
      standing and the continuance thereof. Without in any way limiting the generality
      of this section, the Servicer shall not either assign this Agreement or the
      servicing hereunder or delegate its rights or duties hereunder or any portion
      thereof, or sell or otherwise dispose of all or substantially all of its
      property or assets, without the prior written approval of the Owner, which
      approval shall not be unreasonably withheld; provided that the Servicer may
      assign the Agreement and the servicing hereunder without the consent of Owner
      to
      an affiliate of the Servicer to which all servicing of the Servicer is assigned
      so long as (i) such affiliate is a Fannie Mae and Freddie Mac approved servicer
      and (ii) if it is intended that such affiliate be spun off to the shareholders
      of the Servicer, such affiliate have a GAAP net worth of at least $10,000,000
      and (iii) such affiliate shall deliver to the Owner a certification pursuant
      to
      which such affiliate shall agree to be bound by the terms and conditions of
      this
      Agreement and shall certify that such affiliate is a Fannie Mae and Freddie
      Mac
      approved servicer in good standing.





ARTICLE
      IX


DEFAULT


Section
      9.01 Events
      of Default .


In
      case
      one or more of the following Events of Default by the Servicer shall occur
      and
      be continuing, that is to say:





(i)  any
      failure by the Servicer to remit to the Owner any payment required to be made
      under the terms of this Agreement which continues unremedied for a period of
      three (3) Business Days after written notice thereof (it
      being understood that this subparagraph shall not affect Servicer's obligation
      pursuant to Section 5.01 to pay default interest on any remittance received
      by
      the Owner after the Business Day on which such payment was due); or





(ii)  any
      failure on the part of the Servicer duly to observe or perform in any material
      respect any other of the covenants or agreements on the part of the Servicer
      set
      forth in this Agreement, the breach of which has a material adverse effect
      and
      which continue unremedied for a period of sixty days (except that such number
      of
      days shall be fifteen in the case of a failure to pay any premium for any
      insurance policy required to be maintained under this Agreement and such failure
      shall be deemed to have a material adverse effect) after the date on which
      written notice of such failure, requiring the same to be remedied, shall have
      been given to the Servicer by the Owner; or





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





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





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





(vi)  the
      Servicer ceases to be approved by either Fannie Mae or Freddie Mac (to the
      extent such entities are then operating in a capacity similar to that in which
      they operate on the Closing Date) as a mortgage loan servicer for more than
      thirty days to the extent such entities perform similar functions;
      or





(vii)  the
      Servicer attempts to assign its right to servicing compensation hereunder or
      the
      Servicer attempts, without the consent of the Owner, to sell or otherwise
      dispose of all or substantially all of its property or assets or to assign
      this
      Agreement or the servicing responsibilities hereunder or to delegate its duties
      hereunder or any portion thereof except as otherwise permitted
      herein.




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 may, in addition
      to
      whatever rights the Owner may have under Section 8.01 and at law or equity
      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. 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.





Section
                9.02Waiver
                of Defaults.





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





ARTICLE
      X





TERMINATION





Section
      10.01 Termination .





The
      respective obligations and responsibilities of the Servicer shall terminate
      upon: (i) the later of the final payment or other liquidation (or any advance
      with respect thereto) of the last Mortgage Loan or the disposition of all REO
      Property and the remittance of all funds due hereunder; or (ii) by mutual
      consent of the Servicer and the Owner in writing; or (iii) termination by the
      Owner pursuant to Section 9.01. Simultaneously with any such termination and
      the
      transfer of servicing hereunder, the Servicer shall be entitled to be reimbursed
      for any outstanding Servicing Advances and Monthly Advances.





Section
      10.02 Removal
      of Mortgage Loans from Inclusion under this Agreement upon a Whole  Loan
      Transfer or a Pass-Through Transfer .





The
      Servicer acknowledges and the Owner agrees that with respect to some or all
      of
      the Mortgage Loans, the Owner may effect either (1) one or more Whole Loan
      Transfers, or (2) one or more Pass-Through Transfers.





The
      Servicer shall cooperate with the Owner in connection with any Whole Loan
      Transfer or Pass-Through Transfer contemplated by the Owner pursuant to this
      Section. In connection therewith, and without limitation, the Owner shall
      deliver any reconstitution agreement or other document related to the Whole
      Loan
      Transfer or Pass-Through Transfer to the Servicer at least 15 days prior to
      such
      transfer (or 30 days if such transfer is to take place in March, June, September
      or December) and the Servicer shall execute any such reconstitution agreement
      which contains provisions substantially similar to those herein or otherwise
      reasonably acceptable to the Owner and the Servicer and which restates the
      representations and warranties contained in Article III as of the date of
      transfer (except to the extent any such representation or warranty is not
      accurate on such date).





With
      respect to each Whole Loan Transfer or Pass--Through Transfer, as the case
      may
      be, effected by the Owner, Owner (i) shall reimburse Servicer for all reasonable
      out-of-pocket third party costs and expenses related thereto and (ii) shall
      pay
      Servicer a reasonable amount representing time and effort expended by Servicer
      related thereto (which amount shall be reasonably agreed upon by Servicer and
      Owner prior to the expenditure of such time and effort); provided , however ,
      that
      for each Whole Loan Transfer and/or Pass--Through Transfer, the sum of such
      amounts described in subsections (i) and (ii) above shall in no event exceed
      $5,000. For purposes of this paragraph, all Whole Loan Transfers and/or
      Pass--Through Transfers made to the same entity within the same accounting
      cycle
      shall be considered one Whole Loan Transfer or Pass--Through
      Transfer.





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







ARTICLE
      XI





MISCELLANEOUS
      PROVISIONS





Section
      11.01 Successor
      to the Servicer .





Prior
      to
      termination of the Servicer's responsibilities and duties under this Agreement
      pursuant to Sections 8.04, 9.01 or 10.01(ii), the Owner shall (i) succeed to
      and
      assume all of the Servicer's responsibilities, rights, duties and obligations
      under this Agreement, or (ii) appoint a successor having the characteristics
      set
      forth in Section 8.02 hereof and which shall succeed to all rights and assume
      all of the responsibilities, duties and liabilities of the Servicer under this
      Agreement prior to the termination of the Servicer's responsibilities, duties
      and liabilities under this Agreement. In connection with such appointment and
      assumption, the Owner may make such arrangements for the compensation of such
      successor out of payments on Mortgage Loans as the Owner and such successor
      shall agree. In the event that the Servicer's duties, responsibilities and
      liabilities under this Agreement should be terminated pursuant to the
      aforementioned sections, the Servicer shall discharge such duties and
      responsibilities during the period from the date it acquires knowledge of such
      termination until the effective date thereof with the same degree of diligence
      and prudence which it is obligated to exercise under this Agreement, and shall
      take no action whatsoever that might impair or prejudice the rights or financial
      condition of its successor. The resignation or removal of the Servicer pursuant
      to the aforementioned sections shall not become effective until a successor
      shall be appointed pursuant to this section and shall in no event relieve the
      Servicer of the representations and warranties made pursuant to Article III
      and
      the remedies available to the Owner under Section 8.01, it being understood
      and
      agreed that the provisions of such Article III and Section 8.01 shall be
      applicable to the Servicer notwithstanding any such resignation or termination
      of the Servicer, or the termination of this Agreement.





Any
      successor appointed as provided herein shall execute, acknowledge and deliver
      to
      the Servicer and to the Owner an instrument accepting such appointment,
      whereupon such successor shall become fully vested with all the rights, powers,
      duties, responsibilities, obligations and liabilities of the Servicer, with
      like
      effect as if originally named as a party to this Agreement. Any termination
      or
      resignation of the Servicer or this Agreement pursuant to Section 8.04, 9.01
      or
      10.01 shall not affect any claims that the Owner may have against the Servicer
      arising prior to any such termination or resignation.





The
      Servicer shall promptly deliver to the successor the funds in the Custodial
      Account and the Escrow Account and the Servicing Files and related documents
      and
      statements held by it hereunder and the Servicer shall account for all funds.
      The Servicer shall execute and deliver such instruments and do such other things
      all as may reasonably be required to more fully and definitely vest and confirm
      in the successor all such rights, powers, duties, responsibilities, obligations
      and liabilities of the Servicer. The successor shall make such arrangements
      as
      it may deem appropriate to reimburse the Servicer for unrecovered Servicing
      Advances which the successor retains hereunder and which would otherwise have
      been recovered by the Servicer pursuant to this Agreement but for the
      appointment of the successor servicer.





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





Section
      11.02 Amendment .




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





Section
      11.03 Recordation
      of Agreement .





To
      the
      extent permitted by applicable law, this Agreement is subject to recordation
      in
      all appropriate public offices for real property records in all the counties
      or
      other comparable jurisdictions in which any of all the properties subject to
      the
      Mortgages are situated, and in any other appropriate public recording office
      or
      elsewhere, such recordation to be effected by the Owner at the Owner's expense
      on direction of the Owner accompanied by an opinion of counsel to the effect
      that such recordation materially and beneficially affects the interest of the
      Owner or is necessary for the administration or servicing the Mortgage
      Loans.





Section
      11.04 Governing
      Law .




THIS
      AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE INTERNAL
      LAWS OF THE STATE OF NEW YORK WITHOUT GIVING EFFECT TO PRINCIPLES OF CONFLICTS
      OF LAWS. THE OBLIGATIONS, RIGHTS AND REMEDIES OF THE PARTIES HEREUNDER SHALL
      BE
      DETERMINED IN ACCORDANCE WITH SUCH LAWS.





Section
      11.05 Notices .





Any
      demands, notices or other communications permitted or required hereunder shall
      be in writing and shall be deemed conclusively to have been given if personally
      delivered at or mailed by registered mail, postage prepaid, and return receipt
      requested or transmitted by telecopier and confirmed by a similar mailed
      writing, as follows:





(i)  if
      to the
      Servicer:





500
      Enterprise Road


Horsham,
      Pennsylvania 19044


Attention:
      Mr. Frank Ruhl


Telecopier
      No.: (215) 682-3396





(ii)  if
      to the
      Owner:





Mac
      Arthur Ridge II,


909
      Hidden Ridge Drive, Suite 200


Irving,
      Texas 75038


Attention:
      Mr. Edward Raice


Telecopier
      No.: (972) 444-2810





or
      such
      other address as may hereafter be furnished to the other party by like notice.
      Any such demand, notice, or communication hereunder shall be deemed to have
      been
      received on the date delivered to or received at the premises of the address
      (as
      evidenced, in the case of registered or certified mail, by the date noted on
      the
      return receipt).





Section
      11.06 Severability
      of Provisions .





Any
      part,
      provision, representation or warranty of this Agreement which is prohibited
      or
      which is held to be void or unenforceable shall be ineffective to the extent
      of
      such prohibition or unenforceability without invalidating the remaining
      provisions hereof. Any part, provision, representation or warranty of this
      Agreement which is prohibited or unenforceable or is held to be void or
      unenforceable in any jurisdiction shall be ineffective, as to such jurisdiction,
      to the extent of such prohibition or unenforceability without invalidating
      the
      remaining provisions hereof, and any such prohibition or unenforceability in
      any
      jurisdiction as to any Mortgage Loan shall not invalidate or render
      unenforceable such provision in any other jurisdiction. To the extent permitted
      by applicable law, the parties hereto waive any provision of law which prohibits
      or renders void or unenforceable any provision hereof. If the invalidity of
      any
      part, provision, representation or warranty of this Agreement shall deprive
      any
      party of the economic benefit intended to be conferred by this Agreement, the
      parties shall negotiate, in good faith, to develop a structure the economic
      effect of which is nearly as possible the same as the economic effect of this
      Agreement without regard to such invalidity.





Section
      11.07 Exhibits .




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











Section
      11.08 General
      Interpretive Principles .





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





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





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





(iii)  references
      herein to "Articles," "Sections," "Subsections," "Paragraphs," and other
      subdivisions without reference to a document are to designated Articles,
      Sections, Subsections, Paragraphs and other subdivisions of this
      Agreement;





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





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





(vi)  the
      term
      "include" or "including" shall mean without limitation by reason of
      enumeration.





Section
      11.09 Reproduction
      of Documents .





This
      Agreement and all documents relating hereto, including, without limitation,
      (i)
      consents, waivers and modifications which may hereafter be executed, (ii)
      documents received by any party at the closing, and (iii) financial statements,
      certificates and other information previously or hereafter furnished, may be
      reproduced by any photographic, photostatic, microfilm, micro-card, miniature
      photographic or other similar process. The parties agree that any such
      reproduction shall be admissible in evidence as the original itself in any
      judicial or administrative proceeding, whether or not the original is in
      existence and whether or not such reproduction was made by a party in the
      regular course of business, and that any enlargement, facsimile or further
      reproduction of such reproduction shall likewise be admissible in
      evidence.





Section
      11.10 Confidentiality
      of Information .





Each
      party recognizes that, in connection with this Agreement, it may become privy
      to
      non-public information regarding the financial condition, operations and
      prospects of the other party. Except as required to be disclosed by law, each
      party agrees to keep all non-public information regarding the other party
      strictly confidential, and to use all such information solely in order to
      effectuate the purpose of this Agreement.





Section
      11.11 Recordation
      of Assignments of Mortgage .





To
      the
      extent permitted by applicable law, each of the Assignments of Mortgage is
      subject to recordation in all appropriate public offices for real property
      records in all the counties or other comparable jurisdictions in which any
      or
      all of the Mortgaged Properties are situated, and in any other appropriate
      public recording office or elsewhere, such recordation to be effected by the
      Servicer at the Owner's expense.





Section
      11.12 Assignment
      by the Owner .





The
      Owner
      shall have the right, without the consent of the Servicer hereof, to assign,
      in
      whole or in part, its interest under this Agreement with respect to some or
      all
      of the Mortgage Loans, and designate any person to exercise any rights of the
      Owner hereunder, by executing an assignment and assumption agreement reasonably
      acceptable to the Servicer and the assignee or designee shall accede to the
      rights and obligations hereunder of the Owner with respect to such Mortgage
      Loans. In no event shall Owner sell a partial interest in any Mortgage Loan.
      All
      references to the Owner in this Agreement shall be deemed to include its
      assignees or designees. It is understood and agreed between the Owners and
      the
      Servicer that no more than five (5) Persons shall have the right of owner under
      this Agreement at any one time.





Section
      11.13 No
      Partnership .





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





Section
      11.14 Execution;
      Successors and Assigns .





This
      Agreement may be executed in one or more counterparts and by the different
      parties hereto on separate counterparts, each of which, when so executed, shall
      be deemed to be an original; such counterparts, together, shall constitute
      one
      and the same agreement. Subject to Section 8.04, this Agreement shall inure
      to
      the benefit of and be binding upon the Servicer and the Owner and their
      respective successors and assigns.





Section
      11.15 Entire
      Agreement .





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





[TPW:
            NYLEGAL:504985.1] 17297-00440 05/11/2006 05:34 PM


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














GMAC
      MORTGAGE CORPORATION


Servicer





By:
      ________________________________________


Name:


Title:











EMC
      MORTGAGE CORPORATION


Owner








By:














[TPW:
            NYLEGAL:504985.1] 17297-00440 05/11/2006 05:34 PM


EXHIBIT A





MORTGAGE
      LOAN SCHEDULE





[TPW:
            NYLEGAL:504985.1] 17297-00440 05/11/2006 05:34 PM


EXHIBIT
      B




CUSTODIAL
      ACCOUNT LETTER AGREEMENT




(date)








To:______________________


_________________________


_________________________


(the
      "Depository")





As
      "Servicer" under the Servicing Agreement, dated as of  ,
      (the
      "Agreement"), we hereby authorize and request you to establish an account,
      as a
      Custodial Account pursuant to Section 4.04 of the Agreement, to be designated
      as
      "[Servicer] Custodial Account, in trust for [Owner], Owner of Whole Loan
      Mortgages, and various Mortgagors." All deposits in the account shall be subject
      to withdrawal therefrom by order signed by the Servicer. You may refuse any
      deposit which would result in violation of the requirement that the account
      be
      fully insured as described below. This letter is submitted to you in duplicate.
      Please execute and return one original to us.











By:____________________


Name:__________________


Title:_________________





The
      undersigned, as "Depository", hereby certifies that the above described account
      has been established under Account Number __________, at the office of the
      depository indicated above, and agrees to honor withdrawals on such account
      as
      provided above. The full amount deposited at any time in the account will be
      insured up to applicable limits by the Federal Deposit Insurance Corporation
      through the Bank Insurance Fund or the Savings Association Insurance Fund or
      will be invested in Permitted Investments as defined in the
      Agreement.





[
      ]


(name
      of
      Depository)


By:____________________


Name:__________________


Title:_________________





[TPW:
            NYLEGAL:504985.1] 17297-00440 05/11/2006 05:34 PM


EXHIBIT
      C




ESCROW
      ACCOUNT LETTER AGREEMENT




(date)





To:___________________________


______________________________


______________________________


(the
      "Depository")





As
      "Servicer" under the Servicing Agreement, dated as of  (the
      "Agreement"), we hereby authorize and request you to establish an account,
      as an
      Escrow Account pursuant to Section 4.06 of the Agreement, to be designated
      as
      "[Servicer] Escrow Account, in trust for [Owner], Owner of Whole Loan Mortgages,
      and various Mortgagors." All deposits in the account shall be subject to
      withdrawal therefrom by order signed by the Servicer. You may refuse any deposit
      which would result in violation of the requirement that the account be fully
      insured as described below. This letter is submitted to you in duplicate. Please
      execute and return one original to us.











By:____________________


Name:__________________


Title:_________________





The
      undersigned, as "Depository", hereby certifies that the above described account
      has been established under Account Number __________, at the office of the
      depository indicated above, and agrees to honor withdrawals on such account
      as
      provided above. The full amount deposited at any time in the account will be
      insured up to applicable limits by the Federal Deposit Insurance Corporation
      through the Bank Insurance Fund or the Savings Association Insurance Fund or
      will be invested in Permitted Investments as defined in the
      Agreement.





[
      ]


(name
      of
      Depository)


By:____________________


Name:__________________


Title:_________________





[TPW:
            NYLEGAL:504985.1] 17297-00440 05/11/2006 05:34 PM


EXHIBIT
      D





REQUEST
      FOR RELEASE








[TPW:
            NYLEGAL:504985.1] 17297-00440 05/11/2006 05:34 PM


EXHIBIT
      E





LOAN
      LEVEL SCHEDULED-SCHEDULED


REMITTANCE
      TAPE LAYOUT