Unassociated Document


    SERVICING
      AGREEMENT

     

    Dated
      as
      of ______ __, 200_

     

    between

     

    IMPAC
      FUNDING CORPORATION,

    “Master
      Servicer”

     

    and

     

    [NAME
      OF
      SERVICER],

    “Servicer”

    


    



    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

        
        

      

    



    TABLE
      OF CONTENTS

    

      
        	
                ARTICLE
                  I

              
	
                DEFINITIONS

              
	 	 
	
                Section
                  1.01

              	
                Defined
                  Terms.

              
	 
	
                ARTICLE
                  II

              
	
                RETENTION
                  AND AUTHORITY OF SERVICER

              
	 	 
	
                Section
                  2.01

              	
                Engagement;
                  Servicing Standard.

              
	
                Section
                  2.02

              	
                Subservicing.

              
	
                Section
                  2.03

              	
                Authority
                  of the Servicer.

              
	 
	
                ARTICLE
                  III

              
	
                SERVICES
                  TO BE PERFORMED

              
	 
	
                Section
                  3.01

              	
                Services
                  as Loan Servicer.

              
	
                Section
                  3.02

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

              
	
                Section
                  3.03

              	
                Collection
                  Accounts.

              
	
                Section
                  3.04

              	
                Permitted
                  Investments.

              
	
                Section
                  3.05

              	
                Maintenance
                  of Insurance Policies.

              
	
                Section
                  3.06

              	
                Delivery
                  and Possession of Servicing Files.

              
	
                Section
                  3.07

              	
                Inspections.

              
	
                Section
                  3.08

              	
                “Due-on-Sale”
                  Clauses; Assumption Agreements.

              
	
                Section
                  3.09

              	
                Realization
                  Upon Mortgaged Properties.

              
	
                Section
                  3.10

              	
                Sale
                  of Specially Serviced Mortgage Loans and REO
                  Properties.

              
	
                Section
                  3.11

              	
                Management
                  of REO Property.

              
	
                Section
                  3.12

              	
                Modifications,
                  Waivers, Amendments and Consents.

              
	 
	
                ARTICLE
                  IV

              
	
                STATEMENTS
                  AND REPORTS

              
	 
	
                Section
                  4.01

              	
                Reporting
                  by the Servicer.

              
	
                Section
                  4.02

              	
                Annual
                  Statements of Compliance

              
	
                Section
                  4.03

              	
                Assessments
                  of Compliance and Attestation Reports

              
	
                Section
                  4.04

              	
                Exchange
                  Act Reporting.

              
	 
	
                ARTICLE
                  V

              
	
                SERVICER’S
                  COMPENSATION AND EXPENSES

              
	 
	
                Section
                  5.01

              	
                Servicing
                  Compensation.

              
	
                Section
                  5.02

              	
                Servicing
                  Advances and Advances.

              
	 
	
                ARTICLE
                  VI

              
	
                THE
                  SERVICER AND THE MASTER SERVICER

              
	 
	
                Section
                  6.01

              	
                Servicer
                  Not to Assign; Merger or Consolidation of the Servicer.

              
	
                Section
                  6.02

              	
                Liability
                  and Indemnification of the Servicer and the Master
                  Servicer.

              
	 
	
                ARTICLE
                  VII

              
	
                REPRESENTATIONS
                  AND WARRANTIES; DEFAULT

              
	 
	
                Section
                  7.01

              	
                Representations
                  and Warranties.

              
	
                Section
                  7.02

              	
                Events
                  of Default.

              
	 	 
	
                ARTICLE
                  VIII

              
	
                TERMINATION;
                  TRANSFER OF MORTGAGE LOANS

              
	 	 
	
                Section
                  8.01

              	
                Termination
                  of Agreement.

              
	 	 
	
                ARTICLE
                  IX

              
	
                MISCELLANEOUS
                  PROVISIONS

              
	 	 
	
                Section
                  9.01

              	
                Amendment;
                  Waiver.

              
	
                Section
                  9.02

              	
                Governing
                  Law.

              
	
                Section
                  9.03

              	
                Notices.

              
	
                Section
                  9.04

              	
                Severability
                  of Provisions.

              
	
                Section
                  9.05

              	
                Inspection
                  and Audit Rights.

              
	
                Section
                  9.06

              	
                Binding
                  Effect; No Partnership; Counterparts.

              
	
                Section
                  9.07

              	
                Protection
                  of Confidential Information; No Solicitation.

              
	
                Section
                  9.08

              	
                General
                  Interpretive Principles.

              
	
                Section
                  9.09

              	
                Further
                  Agreements.

              


      

       

    

    EXHIBIT
      A: Servicing File Listing

    EXHIBIT
      B: Servicing Criteria to be Addressed in Assessment of Compliance

    EXHIBIT
      C: Form 10-D, Form 8-K And Form 10-K Reporting Responsibility

     


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

        
        

      

    



    THIS
      SERVICING AGREEMENT dated as of _____ __, 200_, is between IMPAC Funding
      Corporation, a California corporation (the “Master Servicer”), and
      _______________, a _________________ (the “Servicer”).

     

    PRELIMINARY
      STATEMENT

     

    Pursuant
      to the Pooling and Servicing Agreement (the “PSA”) dated as of _____ __, 200_,
      among __________, as Depositor, the Master Servicer, as Master Servicer, and
      Deutsche __________, as Trustee, with respect to the IMPAC Secured Assets Corp.
      Mortgage Pass-Through Certificates, Series 200_-_ (a copy of which has been
      delivered to the Servicer), the Servicer shall be servicing the Mortgage Loans
      on behalf of the Trust Fund.

     

    The
      Master Servicer and the Servicer desire to enter into an agreement whereby
      the
      Servicer assumes and agrees to perform certain of the Master Servicer’s
      servicing responsibilities with respect to the Mortgage Loans as more
      specifically set forth herein.

     

    The
      Servicer is an independent contractor in the business of servicing mortgage
      loans, and is not an Affiliate of the Master Servicer.

     

    This
      Agreement shall become effective with respect to each Mortgage Loan, or
      appropriate group or portfolio of Mortgage Loans, upon the related Servicing
      Transfer Date. 

     

    NOW,
      THEREFORE, in consideration of the recitals in this Preliminary Statement which
      are made a contractual part hereof, and of the mutual promises contained herein
      and for other good and valuable consideration, the receipt and sufficiency
      of
      which are hereby acknowledged, the parties hereto agree as follows:

     

    ARTICLE
      I

     

    DEFINITIONS

     

    Section
      1.01  Defined
      Terms.

     

    For
      purposes of this Agreement, all capitalized terms not otherwise defined herein
      shall have the meanings set forth in the PSA. Whenever used in this Agreement,
      the following words and phrases, unless the context otherwise requires, shall
      have the following meanings:

     

    “Accepted
      Servicing Practices”:
      As
      defined in Section 2.01.

     

    “Accounts”:
      The
      Escrow Accounts, REO Accounts and the Collection Accounts.

     

    “Additional
      Servicing Compensation”:
      (i)
      amounts collected for checks or other items returned for insufficient funds,
      (ii) late payment charges (but not default interest) with respect to the
      Mortgage Loans, excluding any prepayment penalties (iii) to the extent the
      Servicer has been engaged by the Master Servicer under Section 3.08 or 3.12,
      any
      modification fees, extension fees, assumption fees and similar processing fees
      received from or on behalf of any Borrower, (iv) subject to Section 3.04 of
      the
      Agreement, all income and gain realized from the investment of funds deposited
      in the Accounts, and (v) any Termination Fees.

     

    “Advance”:
      As to
      any Mortgage Loan, any advance made by the Servicer pursuant to Section 5.02.
      

     

    “Advance
      Interest”:
      Interest at the Advance Rate on the aggregate amount of Advances for which
      the
      Servicer has not been reimbursed.

     

    “Advance
      Rate”:
      A per
      annum rate equal to the “Prime Rate” (as published from time to time in the
“Money Rates” section of The Wall Street Journal).

     

    “Affiliate”:
      With
      respect to any specified Person, any other Person controlling or controlled
      by
      or under common control with such specified Person. For the purposes of this
      definition, “control” when used with respect to any specified Person means the
      power to direct the management and policies of such Person, directly or
      indirectly, whether through the ownership of voting securities, by contract
      or
      otherwise and the terms “controlling” and “controlled” have meanings correlative
      to the foregoing.

     

    “Agreement”:
      This
      Servicing Agreement, as the same may be modified, supplemented or amended from
      time to time upon mutual agreement of the parties hereto.

     

    “Borrower”:
      The
      obligor on a Note.

     

    “Business
      Day”:
      With
      respect to any Mortgage Loan prior to Securitization, any day other than (i)
      a
      Saturday or Sunday, or (ii) a day in which depository institutions or trust
      companies in the State of Kansas, the State of Pennsylvania or in any of the
      States in which the Accounts or any accounts used by the Master Servicer for
      remittance purposes are located, are authorized or obligated by law, regulation
      or executive order to remain closed, and with respect to any Mortgage Loan
      after
      Securitization, any day other than (i) a Saturday or Sunday, or (ii) a day
      in
      which depository institutions or trust companies in the State New York or in
      any
      of the States in which the Accounts or any accounts used by the Master Servicer
      for remittance purposes are located, are authorized or obligated by law,
      regulation or executive order to remain closed.

     

    “Certificates”:
      The
      Impac Secured Assets Corp., Mortgage Pass Through Certificates, Series 200_-_,
      evidencing the beneficial ownership interest in the Depositor and executed
      by
      the Trustee in substantially the form set forth in Exhibit A to the
      PSA.

     

    “Closing
      Date”:
      _____
      __, 200_.

     

    “Collection
      Account”:
      As
      defined in Section 3.03.

     

    “Corrected
      Mortgage Loan”:
      Any
      Mortgage Loan which is no longer a Specially Serviced Mortgage Loan pursuant
      to
      the second sentence of the definition of “Specially Serviced Mortgage
      Loan”.

     

    “Determination
      Date”:
      The
      15th day (or if such day is not a Business Day, the Business Day immediately
      preceding such day) of the month, beginning on _____ __, 200_.

     

    “Disposition
      Fee”:
      In
      connection with the sale of any Specially Serviced Mortgage Loan or REO Property
      pursuant to Section 3.10, the fee payable to the Servicer in an amount equal
      to
      the product of (x) the related Net Liquidation Proceeds and (y) 1.50%;
provided,
      however,
      that
      such fee shall not exceed $100,000 for each Mortgage Loan. 

     

    “Eligible
      Account”:
      Any of
      (i) a segregated account maintained with a federal or state chartered depository
      institution (A) the short-term obligations of which are rated A-1+ or better
      by
      Standard & Poor's and P-1 by Moody's at the time of any deposit therein or
      if such account is maintained with PNC Bank, National Association, rated no
      less
      than A-1 by Standard & Poor’s and no less than P-1 by Moody’s or (B) insured
      by the FDIC (to the limits established by such Corporation), the uninsured
      deposits in which account are otherwise secured such that, as evidenced by
      an
      Opinion of Counsel (obtained by the Person requesting that the account be held
      pursuant to this clause (ii)) delivered to the Trustee prior to the
      establishment of such account, the Certificateholders will have a claim with
      respect to the funds in such account and a perfected first priority security
      interest against any collateral (which shall be limited to Permitted
      Investments, each of which shall mature not later than the Business Day
      immediately preceding the Distribution Date next following the date of
      investment in such collateral or the Distribution Date if such Permitted
      Investment is an obligation of the institution that maintains the Certificate
      Account, Insurance Account or Custodial Account) securing such funds that is
      superior to claims of any other depositors or general creditors of the
      depository institution with which such account is maintained, (ii) a segregated
      trust account or accounts maintained with a federal or state chartered
      depository institution or trust company subject to regulations regarding
      fiduciary funds on deposit similar to Title 12 of the Code of Federal
      Regulations Section 9.10(b), which, in either case, has corporate trust powers,
      acting in its fiduciary capacity or (iii) a segregated account or accounts
      of a
      depository institution acceptable to the Rating Agencies (as evidenced in
      writing by the Rating Agencies that use of any such account as the Custodial
      Account or the Certificate Account will not have an adverse effect on the
      then-current ratings assigned to the Classes of the Certificates then rated
      by
      the Rating Agencies). Eligible Accounts may bear interest.

     

    “Environmental
      Laws”:
      Any
      environmental law, ordinance, rule, regulation or order of a federal, state
      or
      local governmental authority, including, without limitation, the Comprehensive
      Environmental Response, Compensation and Liability Act of 1980, as amended
      (42
      U.S.C. §§ 9601 et
      seq.),
      the
      Hazardous Material Transportation Act, as amended (49 U.S.C. §§ 1801
et
      seq.),
      the
      Resource Conservation and Recovery Act, as amended (42 U.S.C. §§ 6901
et
      seq.),
      the
      Federal Water Pollution Control Act, as amended (33 U.S.C. §§ 1251 et
      seq.),
      the
      Clean Air Act (42 U.S.C. §§ 7401 et
      seq.)
      and
      the regulations promulgated pursuant thereto.

     

    “Escrow
      Account”:
      As
      defined in Section 3.02.

     

    “Escrow
      Payment”:
      Any
      payment received by the Servicer for the account of the Borrowers for
      application toward the payment of taxes, insurance premiums, assessments, ground
      rents, deferred maintenance, environmental remediation, rehabilitation costs,
      capital expenditures, and similar items in respect of the related Mortgaged
      Property.

     

    “Event
      of Default”:
      As
      defined in Section 7.02.

     

    “Excess
      Servicing Strip”:
      The
      excess of the Servicing Fee Rate over [___]% ([__] basis points) per
      annum.

     

    “Loan
      Servicing”:
      As
      defined in Section 3.01.

     

    “Master
      Servicer”:
      IMPAC
      Funding Corporation, a California corporation.

     

    “Monthly
      Payment”:
      With
      respect to any Mortgage Loan, the scheduled monthly payment of interest or
      the
      scheduled monthly payment of principal and interest, as the case may be, on
      such
      Mortgage Loan which is payable by a Borrower on the due date under the related
      Note. 

     

    “Mortgage”:
      With
      respect to each Mortgage Loan, the mortgage, deed of trust or other instrument
      securing the related Note, which creates a lien on the real property securing
      such Note.

     

    “Mortgage
      Loan”:
      Each
      of the mortgage loans identified on the Mortgage Loan Schedule.

     

    “Mortgage
      Loan Documents”:
      With
      respect to each Mortgage Loan, the related Note, the related Mortgage and any
      and all other documents executed and delivered in connection with the
      origination or subsequent modification of such Mortgage Loan.

     

    “Mortgage
      Loan Schedule”:
      A
      schedule of certain mortgage loans owned and held by the Master Servicer which
      sets forth information with respect to such mortgage loans, as amended from
      time
      to time by the parties. 

     

    “Mortgaged
      Property”:
      The
      real property and improvements thereon securing repayment of the debt evidenced
      by the related Note. Such term shall also include any REO Property.

     

    “Net
      Liquidation Proceeds”:
      The
      amount of proceeds received in connection with the liquidation or sale of any
      Specially Serviced Mortgage Loan or REO Property net of the amount of any
      liquidation expenses (including, without limitation, legal fees and expenses,
      brokerage commissions and conveyance taxes) incurred with respect to such
      liquidation or sale.

     

    “Nonrecoverable
      Advance”:
      Any
      Advance or Servicing Advance previously made or proposed to be made in respect
      of a Mortgage Loan which, in the reasonable good faith judgment of the Servicer,
      will not or, in the case of a proposed Advance or Servicing Advance, would
      not
      be ultimately recoverable from related Late Collections, Insurance Proceeds,
      Liquidation Proceeds or REO Proceeds.

     

    “Note”:
      With
      respect to any Mortgage Loan, the promissory note or other evidence of
      indebtedness or agreements evidencing the indebtedness of a Borrower under
      such
      Mortgage Loan.

     

    “Opinion
      of Counsel”:
      A
      written opinion of counsel acceptable to the Trustee, as applicable, in its
      reasonable discretion which counsel may be in-house counsel for the Master
      Servicer if acceptable to the Trustee and the Rating Agencies or counsel for
      the
      Depositor, as the case may be.

     

    “Permitted
      Investments”:
      One or
      more of the following:

     

    (i) obligations
      of or guaranteed as to principal and interest by the United States or any agency
      or instrumentality thereof when such obligations are backed by the full faith
      and credit of the United States;

     

    (ii) repurchase
      agreements on obligations specified in clause (i) maturing not more than one
      month from the date of acquisition thereof, provided that the unsecured
      obligations of the party agreeing to repurchase such obligations are at the
      time
      rated by each Rating Agency in its highest short-term rating available,
      provided, however, that such repurchase agreements are treated as financings
      under generally accepted accounting principles (“GAAP”);

     

    (iii) federal
      funds, certificates of deposit, demand deposits, time deposits and bankers'
      acceptances (which shall each have an original maturity of not more than 90
      days
      and, in the case of bankers' acceptances, shall in no event have an original
      maturity of more than 365 days or a remaining maturity of more than 30 days)
      denominated in United States dollars of any U.S. depository institution or
      trust
      company incorporated under the laws of the United States or any state thereof
      or
      of any domestic branch of a foreign depository institution or trust company;
      provided that the debt obligations of such depository institution or trust
      company (or, if the only Rating Agency is Standard & Poor's, in the case of
      the principal depository institution in a depository institution holding
      company, debt obligations of the depository institution holding company) at
      the
      date of acquisition thereof have been rated by each Rating Agency in its highest
      short-term rating available; and provided further that, if the only Rating
      Agency is Standard & Poor's and if the depository or trust company is a
      principal subsidiary of a bank holding company and the debt obligations of
      such
      subsidiary are not separately rated, the applicable rating shall be that of
      the
      bank holding company; and, provided further that, if the original maturity
      of
      such short-term obligations of a domestic branch of a foreign depository
      institution or trust company shall exceed 30 days, the short-term rating of
      such
      institution shall be A-1+ in the case of Standard & Poor's if Standard &
Poor's is the Rating Agency;

     

    (iv) commercial
      paper (having original maturities of not more than 365 days) of any corporation
      incorporated under the laws of the United States or any state thereof which
      on
      the date of acquisition has been rated by Moody’s and Standard & Poor’s in
      their highest short-term ratings available; provided that such commercial paper
      shall have a remaining maturity of not more than 30 days;

     

    (v) a
      money
      market fund or a qualified investment fund rated by Moody’s in its highest
      long-term ratings available or rated AAAm or AAAm-G by Standard & Poor's,
      including any such funds for which Deutsche Bank National Trust Company or
      any
      affiliate thereof serves as an investment advisor, manager, administrator,
      shareholder, servicing agent, and/or custodian or sub-custodian;
      and

     

    (vi) other
      obligations or securities that are acceptable to each Rating Agency as a
      Permitted Investment hereunder and will not reduce the rating assigned to any
      Class of Certificates by such Rating Agency below the lower of the then-current
      rating or the rating assigned to such Certificates as of the Closing Date by
      such Rating Agency, as evidenced in writing;

     

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

     

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

     

    “Qualified
      Affiliate”:
      Any
      Person (a) that is organized and doing business under the laws of any state
      of
      the United States or the District of Columbia, (b) that is in the business
      of
      performing the duties of a servicer of commercial mortgage loans, and (c) as
      to
      which 50% or greater of its outstanding voting stock or equity ownership
      interest are directly or indirectly owned by the Servicer or by any Person
      or
      Persons who directly or indirectly own equity ownership interests in the
      Servicer. 

     

    “Rating
      Agency”:
      With
      respect to any Mortgage Loan, each of Standard & Poor’s Ratings Services, a
      division of The McGraw-Hill Companies, Inc. and Moody’s Investors Service,
      Inc.

     

    “Reasonable
      Efforts”:
      Efforts determined to be reasonably diligent by the Master Servicer or the
      Servicer, as the case may be, in its reasonable discretion, which efforts do
      not
      require the Master Servicer or the Servicer, as the case may be, to enter into
      any litigation, arbitration or other legal or quasi-legal
      proceeding.

     

    “Recoverable
      Servicing Advance”:
      The
      portion of any Servicing Advance (including interest reasonably likely to accrue
      thereon at the Advance Rate) previously made or proposed to be made in respect
      of a Mortgage Loan or REO Property which, in the judgment (in accordance with
      the Accepted Servicing Practices) of the Servicer, will be ultimately
      recoverable, together with any accrued and unpaid interest thereon, from late
      collections or any other recovery on or in respect of such Mortgage Loan or
      REO
      Property.

     

    “Reimbursement
      Agreement”:
      The
      Reimbursement Agreement, dated as of _____ __, 200_, between __________ and
      Impac Funding Corporation.

     

    “Remittance
      Date”:
      The
      18th
      day (or
      if such day is not a Business Day, the Business Day immediately following such
      day) of the month, beginning on _____ __, 200_.

     

    “REO
      Account”:
      As
      defined in Section 3.11(a).

     

    “REO
      Mortgage Loan”:
      A
      Mortgage Loan deemed for the purposes hereof to be outstanding with respect
      to
      each REO Property, as more particularly described in Section
      3.09(b).

     

    “REO
      Property”:
      A
      Mortgaged Property acquired by the Servicer on behalf of the Master Servicer
      through foreclosure or by deed in lieu of foreclosure.

     

    “Responsible
      Officer”:
      Any
      officer or employee of the Master Servicer or the Servicer, as the case may
      be,
      involved in or responsible for the administration, supervision or management
      of
      this Agreement and whose name and specimen signature appear on a list prepared
      by each party and delivered to the other party, as such list may be amended
      from
      time to time by either party.

     

    “Servicer”:
      __________, __________, or any successor Servicer as herein
      provided.

     

    “Servicing
      Account”:
      The
      separate trust account created and maintained by the Master Servicer or
      Subservicer with respect to the Mortgage Loans or REO Property, which shall
      be
      an Eligible Account, for collection of taxes, assessments, insurance premiums
      and comparable items as described in Section 3.09 of the PSA.

     

    “Servicing
      Advances”:
      All
      Servicing Expenses paid or to be paid, as the context requires, out of its
      own
      funds, by the Servicer in connection with the servicing of a Mortgage Loan,
      after a default, delinquency or other unanticipated event has occurred or is
      reasonably foreseeable, or in connection with the administration of any REO
      Property.

     

    “Servicing
      Expenses”:
      All
      customary, reasonable and necessary out-of-pocket costs and expenses paid or
      incurred in connection with the Servicer’s obligations hereunder, including
      without limitation:

     

    (a)  real
      estate taxes, assessments and similar charges;

     

    (b)  insurance
      premiums;

     

    (c)  any
      expense necessary in order to prevent or cure any violation of applicable laws,
      regulations, codes, ordinances, rules, orders, judgments, decrees, injunctions
      or restrictive covenants;

     

    (d)  any
      cost
      or expense necessary in order to maintain or release the lien on each Mortgaged
      Property and related collateral, including any mortgage registration taxes,
      release fees, or recording or filing fees;

     

    (e)  customary
      expenses for the collection, enforcement or foreclosure of the Mortgage Loans
      and the collection of deficiency judgments against Borrowers and guarantors
      (including but not limited to the fees and expenses of any trustee under a
      deed
      of trust, foreclosure title searches and other lien searches);

     

    (f)  subject
      to Section 3.07, costs and expenses of any appraisals, valuations, inspections,
      environmental assessments (including but not limited to the fees and expenses
      of
      environmental consultants), audits or consultations, engineers, architects,
      accountants, on-site property managers, market studies, title and survey work
      and financial investigating services;

     

    (g)  customary
      expenses for liquidation, restructuring, modification or loan workouts, such
      as
      sales brokerage expenses and other costs of conveyance;

     

    (h)  costs
      and
      expenses related to travel and lodging, subject to Section 3.07 with respect
      to
      property inspections; and

     

    (i)  any
      other
      reasonable costs and expenses, including without limitation, legal fees and
      expenses, incurred by the Servicer under this Agreement in connection with
      the
      enforcement, collection, foreclosure, disposition, condemnation or destruction
      of the Mortgage Loans or related Mortgaged Properties, the maintenance, leasing,
      operation, management and sale of the REO Properties, and the performance of
      Loan Servicing by the Servicer under this Agreement.

     

    Notwithstanding
      the foregoing, Servicing Expenses shall not be deemed to include costs and
      expenses incurred by the Servicer in the performance of its Loan Servicing
      obligations hereunder that are in the nature of internal costs or fixed overhead
      of the Servicer (including, without limitation, costs and expenses relating
      to
      data processing, computer and telephone systems, office space, equipment and
      supplies, and employee salaries and related expenses), which shall be borne
      solely by the Servicer.

     

    “Servicing
      Fee”:
      With
      respect to each Mortgage Loan, an amount equal to the product of (a) the
      Servicing Fee Rate and (b) the outstanding principal balance of such Mortgage
      Loan, payable out of interest received with respect to such Mortgage Loan in
      accordance with Section 5.01.

     

    “Servicing
      Fee Rate”:
      A per
      annum rate equal to [___]% ([__] basis points).

     

    “Servicing
      File”:
      With
      respect to each Mortgage Loan, (i) all Mortgage Loan Documents, (ii) to the
      extent not included as a Mortgage Loan Document, the documents, information
      and
      records set forth in the file listing attached hereto as Exhibit “A”, and (iii)
      any additional documents or information related thereto maintained or created
      by
      the Servicer. 

     

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

     

    “Servicing
      Transfer Date”:
      With
      respect to each Mortgage Loan, the date of delivery by Master Servicer to the
      Servicer of the related Servicing File.

     

    “Special
      Services”:
      Services relating to lease approvals, work-outs or mortgage loan restructuring,
      assumptions or substitutions, foreclosure or accepting deeds-in-lieu thereof,
      asset management, disposition or other similar activities with respect to any
      Mortgage Loan or Mortgaged Property. 

     

    “Specially
      Serviced Mortgage Loan”:
      Any
      Mortgage Loan with respect to which:

     

    (a)  the
      related Borrower is at least two months delinquent (without giving effect to
      any
      grace periods permitted by the related Mortgage Loan Documents) in the payment
      of a Monthly Payment;

     

    (b)  the
      related Borrower has expressed to the Servicer an inability to pay or a hardship
      in paying the Mortgage Loan in accordance with its terms;

     

    (c)  the
      Servicer has received notice that the related Borrower has become the subject
      of
      any bankruptcy, insolvency or similar proceeding, or has admitted in writing
      the
      inability to pay its debts as they come due or made an assignment for the
      benefit of creditors;

     

    (d)  the
      Servicer has received notice of a foreclosure or threatened foreclosure of
      any
      lien (other than the Mortgage Loan) on the related Mortgaged
      Property;

     

    (e)  a
      default
      of which the Servicer has notice (other than a failure by the related Borrower
      to pay principal or interest) and which materially and adversely affects the
      interests of the Master Servicer, or after Securitization the trustee or
      certificateholders, has occurred and remains unremedied for the applicable
      grace
      period specified in the Mortgage Loan; or

     

    (f)  the
      related Borrower has failed to make a balloon payment as and when due and such
      default has not been cured within 30 days after such due date;

     

    provided,
      however,
      that
      with respect to the circumstances described in clauses (b), (d) and (e), the
      Servicer has received written confirmation from the Master Servicer that such
      Mortgage Loan shall be a Specially Serviced Mortgage Loan. To the extent no
      other circumstances identified in clauses (a) through (f) above exist that
      would
      cause the Mortgage Loan to continue to be characterized as a Specially Serviced
      Mortgage Loan, a Mortgage Loan will cease to be a Specially Serviced Mortgage
      Loan:

     

    (i)  with
      respect to the circumstances described in clauses (a) or (f) above, when the
      related Borrower has brought the Mortgage Loan current (or, with respect to
      the
      circumstances described in clause (f), pursuant to any work-out of the Mortgage
      Loan) and thereafter made three consecutive full and timely Monthly Payments
      (including pursuant to such workout); or

     

    (ii)  with
      respect to the circumstances described in clauses (b), (c), (d) and (e) above,
      when such circumstances cease to exist or such default is cured, as applicable,
      in the reasonable judgment of the Servicer (as confirmed in writing by the
      Master Servicer).

     

    “Special
      Servicing Fee”:
      With
      respect to each Specially Serviced Mortgage Loan or REO Mortgage Loan, an amount
      equal to the product of (a) the related Special Servicing Fee Rate and (b)
      the
      outstanding principal balance of such Mortgage Loan, as calculated in accordance
      with Section 5.01.

     

    “Special
      Servicing Fee Rate”:
      A per
      annum rate equal to (a) 0.75% (75 basis points).

     

    “Workout
      Fee”:
      In
      connection with the curing of any event of default under any Specially Serviced
      Mortgage Loan through a modification, restructuring or work-out of such Mortgage
      Loan effected by the Servicer and evidenced by a writing executed by the related
      Borrower, the fee payable to the Servicer in an amount equal 1.5% applied to
      each collection of interest and principal (including scheduled payments,
      prepayments, balloon payments, payments at maturity and payments received with
      respect to a partial condemnation of a Mortgaged Property securing a Specially
      Serviced Loan) received on such Mortgage Loan for so long as it remains a
      Corrected Loan. If the Servicer is terminated (other than for cause or by
      resignation), it shall retain the right to receive any and all Workout Fees
      payable with respect to Loans that became Corrected Mortgage Loans during the
      period that it acted as Special Servicer and were Corrected Loans at the time
      of
      such termination (and the successor Special Servicer shall not be entitled
      to
      any portion of such Workout Fees), in each case until the Workout Fee for any
      such loan ceases to be payable in accordance with the terms hereof.

     

    ARTICLE
      II

     

    RETENTION
      AND AUTHORITY OF SERVICER

     

    Section
      2.01  Engagement;
      Servicing Standard.

     

    The
      Master Servicer hereby engages the Servicer to perform, and the Servicer hereby
      agrees to perform, Loan Servicing with respect to each of the Mortgage Loans
      throughout the term of this Agreement, upon and subject to the terms, covenants
      and provisions hereof. 

     

    The
      Servicer shall perform its services hereunder (a) in accordance with (i)
      applicable laws, (ii) the terms and provisions of the Mortgage Loan Documents,
      (iii) the express terms hereof, and (iv) the customary and usual standards
      of
      practice of prudent institutional commercial mortgage loan servicers, and (b)
      to
      the extent consistent with the foregoing requirements, in the same manner in
      which the Servicer services commercial mortgage loans for other third party
      portfolios of mortgage loans similar to the Mortgage Loans, but without regard
      to any relationship which the Servicer or any Affiliate of the Servicer may
      have
      with the related Borrower or any Affiliate of such Borrower or to the Servicer’s
      right to receive compensation for its services hereunder. The servicing
      standards described in the preceding sentence are herein referred to as
“Accepted
      Servicing Practices”.

     

    Section
      2.02  Subservicing.

     

    The
      Servicer may subservice to any Person any of its Loan Servicing obligations
      hereunder only with the Master Servicer’s written consent or to the extent
      necessary for the Servicer to comply with any applicable laws, regulations,
      codes or ordinances relating to the Servicer’s Loan Servicing obligations
      hereunder; provided,
      however,
      that
      such Person shall be obligated to deliver any report, assessment, attestation
      or
      certification required pursuant to Sections 4.02, 4.03 and 4.04 hereof as if
      it
      were the Servicer hereunder. The Servicer shall provide oversight and
      supervision with regard to the performance of all subcontracted services and
      any
      subservicing agreement shall be consistent with and subject to the provisions
      of
      this Agreement. Neither the existence of any subservicing agreement nor any
      of
      the provisions of this Agreement relating to subservicing shall relieve the
      Servicer of its obligations to the Master Servicer hereunder. Notwithstanding
      any such subservicing agreement, the Servicer shall be obligated to the same
      extent and under the same terms and conditions as if the Servicer alone were
      servicing the related Mortgage Loans in accordance with the terms of this
      Agreement. The Servicer shall be solely liable for all fees owed by it to any
      subservicer, regardless of whether the Servicer’s compensation hereunder is
      sufficient to pay such fees.

     

    Section
      2.03  Authority
      of the Servicer.

     

    (a)  In
      performing its Loan Servicing obligations hereunder, the Servicer shall, except
      as otherwise provided herein and subject to the terms of this Agreement, have
      full power and authority, acting alone or through others, to take any and all
      actions in connection with such Loan Servicing that it deems necessary or
      appropriate. Without limiting the generality of the foregoing, the Servicer
      is
      hereby authorized and empowered by the Master Servicer when the Servicer deems
      it appropriate in its reasonable judgment, to execute and deliver, on behalf
      of
      the Master Servicer, or after Securitization the Securitization trust, (y)
      any
      and all financing statements, continuation statements and other documents or
      instruments necessary to maintain the lien of each Mortgage on the related
      Mortgaged Property and any other related collateral; and (z) any and all
      instruments of satisfaction or cancellation, or of partial or full release
      or
      discharge and all other comparable instruments with respect to each of the
      Mortgage Loans; provided,
      however,
      that
      the Servicer shall notify the Master Servicer in writing in the event that
      the
      Servicer intends to execute and deliver any such instrument referred to in
      clause (z) above, and, except in connection with any payment in full of any
      Mortgage Loan, shall proceed with such course of action only upon receipt of
      the
      Master Servicer’s written approval thereof. The Master Servicer agrees to
      cooperate with the Servicer by either executing and delivering to the Servicer
      from time to time (i) powers of attorney evidencing the Servicer’s authority and
      power under this Section, or (ii) such documents or instruments deemed necessary
      or appropriate by the Servicer to enable the Servicer to carry out its Loan
      Servicing obligations hereunder. 

     

    (b)  In
      the
      performance of its Loan Servicing obligations hereunder, the Servicer shall
      take
      any action that is directed by the Master Servicer which relates to the
      Servicer’s Loan Servicing obligations under this Agreement; provided,
      however,
      that
      the Servicer shall not be obligated to take, or to refrain from taking, any
      action which the Master Servicer requests that the Servicer take or refrain
      from
      taking to the extent that the Servicer determines in its reasonable judgment
      that such action or inaction (i) may cause a violation of applicable laws,
      regulations, codes, ordinances, court orders or restrictive covenants with
      respect to any Mortgage Loan, Borrower, Mortgaged Property or REO Property;
      or
      (ii) may cause a violation of any provision of a Mortgage Loan
      Document.

     

    ARTICLE
      III

     

    SERVICES
      TO BE PERFORMED

     

    Section
      3.01  Services
      as Loan Servicer.

     

    The
      Servicer hereby agrees to serve as the loan servicer with respect to each of
      the
      Mortgage Loans and to perform Loan Servicing as described below and as otherwise
      provided herein, upon and subject to the terms of this Agreement. Subject to
      any
      limitation of authority under Section 2.03, “Loan
      Servicing”
shall
      mean those services pertaining to the Mortgage Loans which, applying Accepted
      Servicing Practices, are required hereunder to be performed by the Servicer,
      and
      which shall include:

     

    (i)  reviewing
      all available documents pertaining to the Mortgage Loans, organizing,
      administering and maintaining the Servicing Files, and inputting all relevant
      information into the Servicer’s loan servicing computer system;

     

    (ii)  preparing
      and filing or recording all financing statements, continuation statements and
      other documents or instruments and taking such other action necessary to
      maintain the lien of any Mortgage on the related Mortgaged
      Property;

     

    (iii)  monitoring
      each Borrower’s maintenance of insurance coverage on each Mortgaged Property as
      required by the related Mortgage Loan Documents and causing to be maintained
      adequate insurance coverage on each Mortgaged Property in accordance with
      Section 3.05;

     

    (iv)  monitoring
      the status of real estate taxes, assessments and other similar items and
      verifying the payment of such items for each Mortgaged Property in accordance
      with Section 3.02;

     

    (v)  preparing
      and delivering all reports and information required hereunder;

     

    (vi)  procuring
      and supervising the services of third parties (other than subservicers pursuant
      to Section 2.02) necessary or appropriate in connection with the servicing
      of
      the Mortgage Loans by the Servicer;

     

    (vii)  performing
      payment processing, record keeping, administration of escrow and other accounts,
      interest rate adjustment, and other routine customer service
      functions;

     

    (viii)  monitoring
      any casualty losses or condemnation proceedings and administering any proceeds
      related thereto in accordance with the related Mortgage Loan
      Documents;

     

    (ix)  notifying
      all Borrowers of the appropriate place for communications and payments, and
      collecting and monitoring all payments made with respect to the Mortgage
      Loans;

     

    (x)  administering
      any requests for assumptions of a Mortgage Loan or transfers of ownership of
      or
      placement of subordinate financing on a Mortgaged Property in accordance with
      Section 3.08;

     

    (xi)  commencing
      on behalf of the Master Servicer any litigation or proceeding relating to the
      foreclosure or other realization upon the collateral under any of the Mortgage
      Loans, and retaining legal counsel in connection therewith, all in accordance
      with Section 3.09.

     

    (xii)  selling
      or disposing of each Specially Serviced Mortgage Loan or REO Property in
      accordance with Section 3.10; 

     

    (xiii)  managing
      and operating each REO Property in accordance with Section  3.11;


     

    (xiv)  administering
      any proposals for modifications, waivers, amendments or consents with respect
      to
      any term of a Mortgage Loan in accordance with Section 3.12.

     

    Notwithstanding
      anything herein to the contrary, the Servicer shall not be required to undertake
      any lease approvals, loan modifications, workouts or restructuring, loan
      assumptions or substitutions, processing partial releases of collateral or
      subordinate financing requests, provided,
      however,
      that
      the Servicer shall be responsible for acting as the intermediary between the
      Borrower and the Master Servicer with respect to (x) processing Borrower
      requests for consents to actions and (y) the administration of the terms and
      provisions of the Mortgage Loan Documents, which includes, without limitation,
      collecting, organizing and forwarding to the Master Servicer any documents
      in
      the possession of the Servicer which relate to the Servicer’s obligation to act
      as such intermediary; and provided,
      further,
      that,
      subject to the above proviso, the Master Servicer shall be responsible for
      taking any actions regarding such Borrower requests and, therefore, shall be
      entitled to retain any modification fees, extension fees, assumption fees,
      and
      similar processing fees received from or on behalf of any Borrower unless and
      until the Master Servicer elects to engage the Servicer to perform such services
      pursuant to Sections 3.08 and 3.12.

     

    Section
      3.02  Escrow
      Accounts; Collection of Taxes, Assessments and Similar Items.

     

    (a)  With
      respect to the Mortgage Loans described in the Mortgage Loan Schedule, and
      subject to and as required by the terms of the related Mortgage Loan Documents,
      the Servicer shall establish and maintain one or more Eligible Accounts (each,
      an “Escrow
      Account”)
      into
      which any or all Escrow Payments shall be deposited within one Business Day
      after receipt and identification. Escrow Accounts shall be denominated “Midland
      Loan Services, Inc. in Trust for [the
      applicable owner]
      and
      Various Borrowers” or in such other manner as the Master Servicer prescribes.
      The Servicer shall notify the Master Servicer in writing of the location and
      account number of each Escrow Account it establishes and shall notify the Master
      Servicer prior to any change thereof. Withdrawals of amounts from an Escrow
      Account may be made, subject to any express provisions to the contrary herein,
      applicable laws, and to the terms of the related Mortgage Loan Documents
      governing the use of the Escrow Payments, only: (i) to effect payment of taxes,
      assessments, insurance premiums, ground rents and other items required or
      permitted to be paid from escrow; (ii) to refund to the Borrowers any sums
      determined to be in excess of the amounts required to be deposited therein;
      (iii) to pay interest, if required under the Mortgage Loan Documents, to the
      Borrowers on balances in the Escrow Accounts; (iv) to pay to the Servicer from
      time to time any interest or investment income earned on funds deposited therein
      pursuant to Section 3.04; (v) to apply funds to the indebtedness of the Mortgage
      Loan in accordance with the terms thereof; (vi) to reimburse the Servicer for
      any Servicing Advance (including interest thereon at the Advance Rate) for
      which
      Escrow Payments should have been made by the Borrowers, but only from amounts
      received on the Mortgage Loan which represent late collections of Escrow
      Payments thereunder; (vii) to withdraw any amount deposited in the Escrow
      Accounts which was not required to be deposited therein; or (viii) to clear
      and
      terminate the Escrow Accounts at the termination of this Agreement.

     

    (b)  The
      Servicer shall maintain accurate records with respect to each Mortgaged Property
      reflecting the status of taxes, assessments and other similar items that are
      or
      may become a lien thereon and the status of insurance premiums payable with
      respect thereto as well as the payment of ground rents with respect to each
      ground lease (to the extent such information is reasonably available). To the
      extent that the related Mortgage Loan Documents require Escrow Payments to
      be
      made by a Borrower, the Servicer shall use Reasonable Efforts to obtain, from
      time to time, all bills for the payment of such items, and shall effect payment
      prior to the applicable penalty or termination date, employing for such purpose
      Escrow Payments paid by the Borrower pursuant to the terms of the Mortgage
      Loan
      and deposited in the related Escrow Account by the Servicer. To the extent
      that
      the Mortgage Loan does not require a Borrower to make Escrow Payments, the
      Servicer shall use its Reasonable Efforts to require that any such payment
      be
      made by the Borrower prior to the applicable penalty or termination date.
      Subject to Section 3.05 with respect to the payment of insurance premiums,
      if a
      Borrower fails to make any such payment on a timely basis or collections from
      the Borrower are insufficient to pay any such item when due and the Servicer
      determines that an advance of such funds would constitute a Recoverable
      Servicing Advance, the Servicer shall consult with the Master Servicer regarding
      the timing for payment of taxes, assessments and other similar items and upon
      receipt of approval from the Master Servicer, make a Servicing Advance prior
      to
      the applicable penalty or termination date, as allowed under the terms of the
      related Mortgage Loan and, in any event, consistent with Accepted Servicing
      Practices. Notwithstanding anything to the contrary in the preceding sentence,
      with respect to Mortgage Loans that do not provide for escrows for the payment
      taxes and assessments, the Servicer shall, subject to prompt receipt of approval
      from the Master Servicer, make a Servicing Advance for the payment of such
      items
      upon the earlier of (i) five Business Days after the Servicer has received
      confirmation that such item has not been paid and (ii) the earlier of
      (A) 30 days after the date such payments first become due and (B) five
      Business Days before the scheduled date of foreclosure of any lien arising
      from
      nonpayment of such items. In no event shall the Servicer be required to make
      any
      such Servicing Advance that would not, if made, be a Recoverable Servicing
      Advance.

     

    (c)  In
      accordance with Accepted Servicing Practices and for all Mortgage Loans, the
      Servicer shall consult with the Master Servicer regarding any Servicing Advance
      and upon receipt of approval from the Master Servicer make a Servicing Advance
      with respect to each related Mortgaged Property (including any REO Property)
      of
      all such funds as are necessary for the purpose of effecting the payment of
      (without duplication) (i) ground rents (if applicable), (ii) premiums
      on insurance policies, (iii) operating, leasing, managing and liquidation
      expenses for REO Properties, (iv) environmental inspections, (v) real
      estate taxes, assessments and other similar items that are or may become a
      lien
      thereon and (vi) any other amount specifically required to be paid as a
      Servicing Advance hereunder, if and to the extent monies in the Servicing
      Accounts are insufficient to pay such item when due and the related Borrower
      has
      failed to pay such item on a timely basis, provided
      that the
      Servicer shall only be required to make any such Servicing Advance that would,
      if made, constitute a Recoverable Servicing Advance.

     

    Section
      3.03  Collection
      Accounts.

     

    (a)  With
      respect to the Mortgage Loans, the Servicer shall establish and maintain one
      or
      more Eligible Accounts (each, a “Collection
      Account”)
      for
      the benefit of the trust for the purposes set forth herein. Collection Accounts
      shall be denominated “Midland Loan Services, Inc. in Trust for [the applicable
      owner]” or in such other manner as the Master Servicer prescribes. The Servicer
      shall deposit into the Collection Accounts within one (1) Business Day after
      receipt all payments and collections received by it on or after the date hereof
      with respect to the Mortgage Loans, other than payments and collections with
      respect to any REO Property (which shall be deposited into the Collection
      Account from amounts withdrawn from the related REO Account pursuant to Section
      3.11(a)), Escrow Payments or payments in the nature of Additional Servicing
      Compensation.

     

    (b)  The
      Servicer shall make withdrawals from the Collection Accounts only as follows
      (the order set forth below not constituting an order of priority for such
      withdrawals):

     

    (i)  to
      withdraw any amount deposited in the Collection Accounts which was not required
      to be deposited therein;

     

    (ii)  pursuant
      to Section 5.01, to pay to the Servicer the Servicing Fee, Special Servicing
      Fee, Workout Fee and Disposition Fee on each Remittance Date;

     

    (iii)  pursuant
      to Section 5.02, to pay or reimburse the Servicer for any Servicing Advances
      (including interest thereon at the Advance Rate);

     

    (iv)  to
      pay to
      the Servicer from time to time any interest or investment income earned on
      funds
      deposited in the Collection Accounts pursuant to Section 3.04;

     

    (v)  to
      remit
      to the Master Servicer on each Remittance Date, pursuant to wiring instructions
      from the Master Servicer, all amounts (which, for the avoidance of doubt shall
      include all prepayment penalties collected from the borrower) on deposit in
      the
      Collection Accounts (that represent good funds) as of the close of business
      on
      the Determination Date, net of any withdrawals from the Collection Account
      pursuant to this Section;

     

    (vi)  to
      clear
      and terminate the Collection Accounts upon the termination of this
      Agreement;

     

    (vii)  pursuant
      to Section 5.02, to pay or reimburse itself for Advances not previously
      reimbursed; and

     

    (viii)  to
      reimburse itself out of general collections for any Advance or Servicing Advance
      made that has been deemed by the Servicer to be a Nonrecoverable
      Advance.

     

    Section
      3.04  Permitted
      Investments.

     

    The
      Servicer may direct any depository institution or trust company in which the
      Accounts are maintained to invest the funds held therein in one or more
      Permitted Investments; provided,
      however,
      that
      such funds shall be either (i) immediately available or (ii) available in
      accordance with a schedule which will permit the Servicer to meet its payment
      obligations hereunder. The Servicer shall be entitled to all income and gain
      realized from the investment of funds deposited in the Accounts. The Servicer
      shall deposit from its own funds in the applicable Account the amount of any
      loss incurred in respect of any such investment of funds immediately upon the
      realization of such loss. Notwithstanding the foregoing, the Servicer shall
      not
      direct the investment of funds held in any Escrow Account and retain the income
      and gain realized therefrom if the related Mortgage Loan Documents or applicable
      law permit the Borrower to be entitled to the income and gain realized from
      the
      investment of funds deposited therein. In such event, the Servicer shall direct
      the depository institution or trust company in which such Escrow Accounts are
      maintained to invest the funds held therein (1) in accordance with the
      Borrower’s written investment instructions, if the Mortgage Loan Documents or
      applicable law require such funds to be invested in accordance with the
      Borrower’s direction; and (2) in accordance with the Master Servicer’s written
      investment instructions, if the Mortgage Loan Documents and applicable law
      do
      not permit the Borrower to direct the investment of such funds; provided,
      however,
      that in
      either event (i) such funds shall be either (y) immediately available or (z)
      available in accordance with a schedule which will permit the Servicer to meet
      the payment obligations for which the Escrow Account was established, and (ii)
      the Servicer shall have no liability for any loss in investments of such funds
      that are invested pursuant to such written instructions.

     

    Section
      3.05  Maintenance
      of Insurance Policies. 

     

    (a)  The
      Servicer shall use its Reasonable Efforts to cause the Borrower of each Mortgage
      Loan to maintain for each Mortgage Loan such insurance as is required to be
      maintained pursuant to the related Mortgage Loan Documents. If the Borrower
      fails to maintain such insurance, then the Servicer shall notify the Master
      Servicer of such breach and, to the extent available at commercially reasonable
      rates, cause to be maintained (i) fire and hazard insurance with extended
      coverage in an amount which is at least equal to the lesser of the current
      principal balance of such Mortgage Loan and the replacement cost of the
      improvements which are a part of the related Mortgaged Property and (ii) to
      the
      extent that the Mortgaged Property is located in a federally designated special
      flood hazard area, flood insurance in respect thereof. Such flood insurance
      shall be in an amount equal to the lesser of (y) the unpaid principal balance
      of
      the related Mortgage Loan or (z) the maximum amount of such insurance as is
      available for the related Mortgaged Property under the National Flood Insurance
      Act. After notifying the Master Servicer pursuant to the second preceding
      sentence, the Servicer shall take such action as the Master Servicer reasonably
      requests with respect to the maintenance of any other forms of insurance which
      are required to be maintained pursuant to the related Mortgage Loan Documents,
      except to the extent that such insurance is not available at commercially
      reasonable rates or the Master Servicer, or after Securitization the
      Securitization trust, as mortgagee, does not have an insurable interest. The
      Servicer shall, to the extent available at commercially reasonable rates,
      maintain for each REO Property no less insurance coverage than was previously
      required with respect to the related Mortgaged Property or as may be required
      at
      any time by the Master Servicer in writing. All such policies, except for
      policies maintained for any REO Mortgaged Property, shall be endorsed with
      standard mortgagee clauses with loss payable to the Master Servicer, and shall
      be in an amount sufficient to avoid the application of any co-insurance clause.
      The costs of maintaining the insurance policies which the Servicer is required
      to maintain pursuant to this Section shall be paid by the Servicer as a
      Servicing Advance.

     

    (b)  The
      Servicer may fulfill its obligation to maintain insurance, as provided in
      Section 3.05(a), through a master force placed insurance policy, the cost of
      which shall be paid by the Servicer as a Servicing Advance, provided that such
      cost is limited to the incremental cost of such policy allocable to such
      Mortgaged Property or REO Property (i.e., other than any minimum or standby
      premium payable for such policy whether or not any Mortgaged Property is then
      covered thereby, which shall be paid by the Servicer). Such master force placed
      insurance policy may contain a deductible clause, in which case the Servicer
      shall, in the event that there shall not have been maintained on the related
      Mortgaged Property or REO Property a policy otherwise complying with the
      provisions of Section 3.05(a), and there shall have been one or more losses
      which would have been covered by such a policy had it been maintained,
      immediately deposit into the related Collection Account from its own funds
      the
      amount not otherwise payable under the master force placed insurance policy
      because of such deductible to the extent that such deductible exceeds the
      deductible limitation required under the related Mortgage Loan Documents, or,
      in
      the absence of such deductible limitation, the deductible limitation which
      is
      consistent with Accepted Servicing Practices. 

     

    (c)  The
      Servicer shall maintain at its own expense a fidelity bond in form and amount
      that is consistent with Accepted Servicing Practices. In addition, the Servicer
      shall keep in force, at its own expense during the term of this Agreement,
      a
      policy or policies of insurance in form and amounts that are consistent with
      Accepted Servicing Practices, covering loss occasioned by the errors and
      omissions of the Servicer’s officers and employees in connection with its
      obligations hereunder.

     

    Section
      3.06  Delivery
      and Possession of Servicing Files.

     

    On
      or
      before the related Servicing Transfer Date, the Master Servicer shall deliver
      or
      cause to be delivered to the Servicer (i) a Servicing File with respect to
      each
      Mortgage Loan; and (ii) the amounts, if any, received by the Master Servicer
      representing Escrow Payments previously made by the Borrowers. The Servicer
      shall promptly acknowledge receipt of the Servicing File and Escrow Payments
      for
      the Mortgage Loans and shall promptly deposit such Escrow Payments in the Escrow
      Accounts established pursuant to this Agreement. The contents of each Servicing
      File delivered to the Servicer are and shall be held in trust by the Servicer
      for the benefit of the Master Servicer as the owner thereof or, in the case
      of a
      Securitization, held in trust by the Servicer for the benefit of the
      Securitization trust; the Servicer’s possession of the contents of each
      Servicing File so delivered is for the sole purpose of servicing the related
      Mortgage Loan; and such possession by the Servicer shall be in a custodial
      capacity only. The Servicer shall release its custody of the contents of any
      Servicing File only in accordance with written instructions from the Master
      Servicer, and upon request of the Master Servicer, the Servicer shall deliver
      to
      the Master Servicer the Servicing File or a copy of any document contained
      therein; provided,
      however,
      that if
      the Servicer is unable to perform its Loan Servicing obligations with respect
      to
      the related Mortgage Loan after any such release or delivery of the Servicing
      File, then the Servicer’s responsibilities for Loan Servicing with respect to
      such Mortgage Loan may be terminated immediately by the Servicer upon written
      notice to the Master Servicer.

     

    Section
      3.07  Inspections.

     

    The
      Servicer shall perform a physical inspection of each Mortgaged Property or
      REO
      Property at least annually for Mortgage Loans with outstanding principal balance
      of more than $1,000,000 and every other year for Mortgage Loans with an
      outstanding principal balance of less than or equal to $1,000,000 or if (a)
      the
      related Mortgage Loan becomes a Specially Serviced Mortgage Loan, (b) the Master
      Servicer requests such an inspection, or (c) the Servicer, with the approval
      of
      the Master Servicer, determines that it is prudent to conduct such an
      inspection. The Servicer shall prepare a written report of each such inspection
      and shall promptly deliver a copy of such report to the Master Servicer. The
      reasonable out-of-pocket expenses incurred by the Servicer in connection with
      any such inspections (including any out-of-pocket expenses related to travel
      and
      lodging and any charges incurred through the use of a qualified third party
      to
      perform such services) shall be paid as a Servicing Advance; provided,
      however,
      that
      with respect to the annual (or every other year) inspection of any Mortgaged
      Property or the initial inspection of any Mortgaged property relating to any
      Specially Serviced Mortgage Loan, such expenses shall be borne by the
      Servicer.

     

    Section
      3.08  “Due-on-Sale”
      Clauses; Assumption Agreements.

     

    When
      any
      Borrower proposes to convey or encumber all or any portion of its interests
      in a
      Mortgaged Property, or if such conveyance or encumbrance has actually occurred,
      to the extent that the Servicer has actual knowledge of such conveyance or
      encumbrance, the Servicer shall immediately give notice thereof to the Master
      Servicer and take such related actions as the Master Servicer reasonably
      directs, including (i) waiving or enforcing any due-on-sale clause or
      due-on-encumbrance clause contained in the related Mortgage Loan Documents,
      to
      the extent permitted under the terms of the related Mortgage Loan Documents
      and
      applicable law, (ii) taking or entering into an assumption or substitution
      agreement from or with the Person to whom such Mortgaged Property has been
      or
      shall be conveyed, and (iii) releasing the original Borrower from liability
      upon
      the related Mortgage Loan and substituting the new Borrower as the obligor
      thereon.

     

    To
      the
      extent the Servicer is engaged by the Master Servicer to perform analysis,
      processing and administrative functions in connection with any request by a
      Borrower to waive any such due-on-sale clause or due-on-encumbrance clause
      and/or to enter into any such assumption or substitution agreement, the Servicer
      may, as a condition to granting any such request require (to the extent
      permitted by applicable law) that such Borrower pay to it, as Additional
      Servicing Compensation, a reasonable and customary fee consistent with Accepted
      Servicing Practices in connection with such request, together with any related
      costs and expenses incurred by the Servicer; provided,
      however,
      that in
      the event that the Borrower fails or is unable to pay any such costs and
      expenses, or the Master Servicer directs the Servicer to waive any requirement
      that the Borrower pay any such costs or expenses, the same shall be paid by
      the
      Servicer as a Servicing Advance.

     

    Section
      3.09  Realization
      Upon Mortgaged Properties.

     

    (a)  Upon
      the
      failure of any Borrower to make any required payment of principal, interest
      or
      other amounts due under a Mortgage Loan, or otherwise to perform fully any
      material obligations under any of the related Mortgage Loan Documents, in either
      case within any applicable grace period, the Servicer shall, upon discovery
      of
      such failure, promptly notify the Master Servicer in writing. In accordance
      with
      the operating procedures set forth in Exhibit “C” attached hereto, the Servicer
      shall issue notices of default, declare events of default, declare due the
      entire outstanding principal balance, and otherwise take all reasonable actions
      under the related Mortgage Loan in preparation for the Master Servicer to
      realize upon the underlying collateral. With respect to any Specially Serviced
      Mortgage Loan, the Servicer shall, as permitted under the provisions of the
      related Mortgage Loan Documents, and subject to the Master Servicer’s prior
      written consent, foreclose upon or otherwise comparably convert the ownership
      of
      the related Mortgaged Property. In connection with such foreclosure or other
      conversion, the Servicer shall, subject to the consent or direction of the
      Master Servicer, follow such practices and procedures as it shall deem necessary
      or advisable and as shall be consistent with Accepted Servicing Practices.
      All
      costs and expenses incurred by the Servicer in any such proceedings shall be
      paid by the Servicer as a Servicing Advance.

     

    (b)  If
      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
      Master Servicer’s nominee, or after Securitization the nominee of the
      Securitization trustee, but in no event shall such deed or certificate be taken
      in the name of the Servicer. Notwithstanding any such acquisition of title
      and
      cancellation of the related Mortgage Loan, such Mortgage Loan shall be
      considered to be an REO Mortgage Loan held by the Master Servicer or after
      Securitization the Securitization trustee until such time as the related REO
      Property shall be sold, transferred or conveyed by the Master Servicer or such
      trustee. Consistent with the foregoing, for purposes of all calculations
      hereunder, so long as such REO Mortgage Loan shall be considered to be an
      outstanding Mortgage Loan, payments and collections with respect to the related
      REO Property received in any month (net of related expenses) shall be applied
      to
      amounts which would have been payable under the related Note in accordance
      with
      the terms of such Note.

     

    (c)  Except
      as
      otherwise provided in written instructions delivered to the Servicer by the
      Master Servicer, the Servicer shall not obtain title to any Mortgaged Property
      as a result or in lieu of foreclosure or otherwise, and shall not otherwise
      acquire possession of, or take other action with respect to, any Mortgaged
      Property, if, as a result of any such action, the Master Servicer, or after
      Securitization the Securitization trustee, would be considered to hold title
      to,
      to be a “mortgagee-in-possession” of, or to be an “owner” or “operator” of such
      Mortgaged Property within the meaning of any Environmental Law, or a
“discharger” or “responsible party” thereunder, unless the Servicer has also
      previously determined, based on a report prepared by a Person who regularly
      conducts environmental site assessments, that:

     

    (i)  such
      Mortgaged Property is in compliance with applicable Environmental Laws or,
      if
      not, that taking such actions as are necessary to bring such Mortgaged Property
      into compliance therewith is reasonably likely to produce a greater recovery
      on
      a present value basis than not taking such actions; and

     

    (ii)  there
      are
      no circumstances present on such Mortgaged Property relating to the use,
      management or disposal of any Hazardous Materials for which investigation,
      testing, monitoring, containment, clean-up or remediation could be required
      under any applicable Environmental Law, or that, if any such Hazardous Materials
      are present for which such action could be required, taking such actions with
      respect to the affected Mortgaged Property is reasonably likely to produce
      a
      greater recovery on a present value basis than not taking such
      actions.

     

    If
      the
      Servicer has so determined based on satisfaction of the criteria in clauses
      (i)
      and (ii) above that it would be in the best economic interest of the Master
      Servicer, or after Securitization the Securitization trustee, to take any such
      actions, the Servicer shall notify the Master Servicer of such proposed action.
      The Servicer shall take such action only if authorized by the Master Servicer
      in
      writing. The costs of any such compliance, containment, clean-up or remediation
      shall be paid by the Servicer as a Servicing Expense.

     

    If
      the
      environmental assessment first obtained by the Servicer with respect to a
      Mortgaged Property indicates that such Mortgaged Property may not be in
      compliance with applicable Environmental Laws or that Hazardous Materials may
      be
      present but does not definitively establish such fact, the Servicer, subject
      to
      the Master Servicer’s prior written consent, shall cause such further
      environmental assessments to be conducted.

     

    (d)  The
      environmental site assessments contemplated by Section 3.09(c) shall be prepared
      by any Person who is recommended by the Servicer and approved in writing by
      the
      Master Servicer or such other Person as directed in writing by the Master
      Servicer. The cost of preparation of any environmental assessment shall be
      paid
      by the Servicer as a Servicing Expense.

     

    (e)  If
      the
      Servicer determines, pursuant to Section 3.09(c), that taking such actions
      as
      are necessary to bring any Mortgaged Property into compliance with applicable
      Environmental Laws, or taking such actions with respect to the containment,
      clean-up, removal or remediation of hazardous substances, hazardous materials,
      hazardous wastes, or petroleum-based materials affecting any such Mortgaged
      Property, is not reasonably likely to produce a greater recovery on a present
      value basis than not taking such actions, then the Servicer shall take such
      action as directed in writing by the Master Servicer, including, without
      limitation, releasing the lien of the related Mortgage with respect to the
      affected Mortgaged Property.

     

    Section
      3.10  Sale
      of Specially Serviced Mortgage Loans and REO Properties.

     

    (a)  With
      respect to any Specially Serviced Mortgage Loan or REO Property, when and if
      directed in writing by the Master Servicer, the Servicer shall use its
      Reasonable Efforts to sell to any Person (other than an Affiliate of the
      Servicer) such Specially Serviced Mortgage Loan or REO Property on commercially
      reasonable terms which are consistent with Accepted Servicing Practices;
provided,
      however,
      that
      any such sale must be approved in writing by the Master Servicer. 

     

    (b)  Subject
      to Sections 3.10(a), the Servicer shall act on behalf of the Master Servicer
      in
      negotiating and taking any such action necessary or appropriate in connection
      with the sale of any Specially Serviced Mortgage Loan or REO Property, including
      the collection of all amounts payable in connection therewith. Any sale of
      any
      Specially Serviced Mortgage Loan or REO Property shall be without recourse
      to,
      or representation or warranty by, the Master Servicer, the Servicer, or after
      Securitization the Securitization trust (except that any contract of sale and
      conveyance documents may contain customary warranties of title and condition).
      The Net Liquidation Proceeds (after deduction of the Disposition Fee) shall
      be
      promptly deposited by the Servicer in the related Collection
      Account.

     

    Section
      3.11  Management
      of REO Property.

     

    (a)  Upon
      the
      acquisition by the Master Servicer of any REO Property, the Servicer shall
      have
      full power and authority, subject to the specific requirements and prohibitions
      of this Agreement, to do or authorize to be done any and all things in
      connection therewith as are consistent with Accepted Servicing Practices, all
      on
      terms and for such period as the Servicer deems to be in the best economic
      interest of the Master Servicer. The Servicer shall segregate and hold all
      revenues received by it with respect to any REO Property separate and apart
      from
      its own funds and general assets and shall establish and maintain with respect
      to any REO Property one or more Eligible Accounts (each, an “REO
      Account”)
      for
      the purposes set forth herein. REO Accounts shall be Eligible Accounts and
      shall
      be denominated “__________ in Trust for IMPAC Commercial Capital Corporation” or
      in such other manner as the Master Servicer prescribes. The Servicer shall
      be
      entitled to any interest or investment income earned on funds deposited in
      an
      REO Account pursuant to Section 3.04. In connection therewith, the Servicer
      shall deposit or cause to be deposited in the REO Account on a daily basis
      within one (1) Business Day after receipt all revenues received by it with
      respect to any REO Property (except for any Net Liquidation Proceeds), and
      shall
      withdraw therefrom funds necessary for the proper maintenance, leasing,
      operation, management and sale of any REO Property, including:

     

    (i)  all
      insurance premiums due and payable in respect of such REO Property;

     

    (ii)  all
      taxes
      and assessments in respect of such REO Property that could result or have
      resulted in the imposition of a lien thereon;

     

    (iii)  all
      ground rental payments, if applicable, with respect to such REO Property;
      and

     

    (iv)  all
      costs
      and expenses necessary to maintain, lease, operate, manage and sell such REO
      Property, including the management fee payable to the property manager engaged
      by Servicer pursuant to Section 3.11(b).

     

    To
      the
      extent that amounts on deposit in any REO Account are insufficient for the
      purposes set forth above, and the Servicer determines that advancing such funds
      would constitute a Recoverable Servicing Advance, the Servicer shall consult
      with the Master Servicer regarding such Servicing Advance and upon receipt
      of
      approval from the Master Servicer, make a Servicing Advance. The Servicer shall
      withdraw from each REO Account and deposit into the related Collection Account
      on a monthly basis on or prior to the related Remittance Date the income, net
      of
      expenses, received or collected from each REO Property; provided,
      however,
      that
      the Servicer may retain in each REO Account funds sufficient for the payment
      of
      the items set forth in clauses (i) through (iv) above, including, without
      limitation, the creation of reasonable reserves for repairs, replacements,
      and
      necessary capital improvements and other related expenses.

     

    (b)  The
      Servicer may contract with any Person as a property manager for the operation
      and management of any REO Property; provided,
      however,
      that:

     

    (i)  the
      terms
      and conditions of any such contract shall not be inconsistent herewith and
      the
      Master Servicer has provided its written consent (which shall not be
      unreasonably withheld) with respect to such property manager; 

     

    (ii)  none
      of
      the provisions of this Section relating to any such contract or to actions
      taken
      through any such Person shall be deemed to relieve the Servicer of any of its
      duties and obligations to the Master Servicer with respect to the operation
      and
      management of such REO Property; and

     

    (iii)  the
      Servicer shall be obligated with respect thereto to the same extent as if it
      alone were performing all duties and obligations in connection with the
      operation and management of such REO Property.

     

    Section
      3.12  Modifications,
      Waivers, Amendments and Consents.

     

    (a)  When
      any
      Borrower proposes any modification, waiver or amendment of any term of any
      Mortgage Loan or requests any consents related thereto, the Servicer shall
      immediately give notice thereof to the Master Servicer and take such related
      actions as the Master Servicer directs, except with respect to any Borrower
      proposal or request which involves any required payment from the Borrower in
      the
      nature of Additional Servicing Compensation to which the Servicer is properly
      entitled. All modifications, waivers or amendments of any Mortgage Loan or
      consents related thereto shall be in writing.

     

    (b)  To
      the
      extent the Servicer is engaged by the Master Servicer to perform analysis,
      processing and administrative functions in connection with any request by a
      Borrower for any consent, modification, waiver or amendment the Servicer may,
      as
      a condition to granting any such request require (to the extent permitted by
      applicable law) that such Borrower pay to it, as Additional Servicing
      Compensation, a reasonable and customary fee consistent with Accepted Servicing
      Practices in connection with such request, together with any related costs
      and
      expenses incurred by the Servicer; provided,
      however,
      that in
      the event that the Borrower fails or is unable to pay any such costs and
      expenses, or the Master Servicer directs the Servicer to waive any requirement
      that the Borrower pay any such costs or expenses, the same shall be paid by
      the
      Servicer as a Servicing Advance.

     

    ARTICLE
      IV

     

    STATEMENTS
      AND REPORTS

     

    Section
      4.01  Reporting
      by the Servicer.

     

    (a)  On
      or
      before each Remittance Date, the Servicer shall render to the Master Servicer
      a
      report reflecting activity with respect to the Mortgage Loans as of the close
      of
      business on the preceding Determination Date (or, in the case of the first
      Remittance Date, the Servicing Transfer Date) in a format and containing such
      information as the Master Servicer shall reasonably require. Such report shall
      be made available in both written and electronic format.

     

    (b)  Each
      year
      beginning in the calendar year which immediately succeeds the year hereof,
      the
      Servicer shall prepare and file the reports of foreclosures and abandonments
      of
      any Mortgaged Property and the annual information returns with respect to each
      Borrower’s debt service payments under the Mortgage Loans as required by
      Sections 6050J and 6050H, respectively, of the Internal Revenue Code and the
      rules and regulations promulgated thereunder, as amended.

     

    (c)  Not
      later
      than twenty days after each Remittance Date, the Servicer shall forward to
      the
      Master Servicer a statement, setting forth the status of the Accounts as of
      the
      close of business on such Remittance Date showing, for the period from the
      preceding Remittance Date (or, in the case of the first Remittance Date, the
      Servicing Transfer Date) to such Remittance Date, the aggregate of deposits
      into
      and withdrawals from the Accounts.

     

    (d)  The
      Servicer will provide the Master Servicer with immediate on- line Internet
      website access to Portfolio
      Investor Insight®
with
      respect to the Mortgage Loans,
      subject
      to such reasonable policies, procedures and limitations as the parties may
      agree
      upon from time to time.

     

    (e)  The
      Servicer shall use its Reasonable Efforts to promptly collect from each Borrower
      (and forward on to the Master Servicer) the property operating statements,
      rent
      rolls, financial statements and other financial reports which are required
      to be
      delivered by the Borrower pursuant to the related Mortgage Loan Documents.
      The
      Servicer shall promptly (i) review and analyze such items as may be collected;
      (ii) prepare written reports based on such analysis; and (iii) deliver copies
      of
      such written reports to the Master Servicer.

     

    (f)  The
      Servicer shall provide the Master Servicer with any summary reports prepared
      by
      any Rating Agency with respect to the Servicer’s ranking by such Rating
      Agency.

     

    (g)  [Unless
      otherwise specifically stated herein, if the Servicer is required to deliver
      any
      statement, report or information under any provisions of this Agreement, the
      Servicer may satisfy such obligation by (x) physically delivering a paper copy
      of such statement, report or information, (y) delivering such statement, report
      or information in a commonly used electronic format, or (z) making such
      statement, report or information available on the Servicer's Internet website,
      unless this Agreement expressly specifies a particular method of
      delivery.]

     

    Section
      4.02  Annual
      Statements of Compliance.
      (a)
      The
      Servicer will deliver to the Depositor, the Issuing Entity and the Trustee,
      with
      a copy to the Credit Enhancer, not later than March 15th of each calendar year,
      beginning in 200_, an Officer’s Certificate (an “Annual Statement of
      Compliance”) stating that, as to each signatory thereof, (i) a review of the
      activities of the Servicer during the preceding calendar year and of its
      performance under this Agreement or other applicable agreement has been made
      under such officer’s supervision and (ii) to the best of such officer’s
      knowledge, based on such review, the Servicer has fulfilled all of its material
      obligations under this Agreement in all material respects throughout such year,
      or, if there has been a failure to fulfill any such obligation in any material
      respect, specifying each such failure known to such officer and the nature
      and
      status of cure provisions thereof. Such Annual Statement of Compliance shall
      contain no restrictions or limitations on its use.

     

    Failure
      of the Servicer to timely comply with this Section 4.02 shall be deemed an
      Event
      of Default, and the Master Servicer may, in addition to whatever rights the
      Master Servicer may have under this Agreement and at law or equity or to
      damages, including injunctive relief and specific performance, upon notice
      immediately 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 except
      for compensation due under Section 8.01(b) and the right to the Excess Servicing
      Strip.

     

    (b)  The
      Servicer shall deliver to the Depositor, the Issuing Entity and the Trustee,
      with a copy to the Credit Enhancer, promptly after having obtained knowledge
      thereof, but in no event later than five Business Days thereafter, written
      notice by means of an Officer’s Certificate of any event which with the giving
      of notice or the lapse of time or both, would become an Event of
      Default.

     

    Section
      4.03  Assessments
      of Compliance and Attestation Reports.
      On and
      after January 1, 2006, the Servicer shall service and administer the Mortgage
      Loans in accordance with all applicable requirements of the Servicing Criteria.
      Pursuant to Rules 13a-18 and 15d-18 of the Exchange Act and Item 1123 of
      Regulation AB, the Servicer shall deliver to the Issuing Entity, the Trustee,
      the Depositor, the Credit Enhancer and each Rating Agency on or before March
      15th of each calendar year beginning in 200_, a report regarding the Servicer’s
      assessment of compliance (an “Assessment of Compliance”) with the Servicing
      Criteria during the preceding calendar year. The Assessment of Compliance must
      be reasonably satisfactory to the Trustee, and as set forth in Regulation AB,
      the Assessment of Compliance must contain the following:

     

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

     

    (b)  A
      statement by such officer that such officer used the Servicing Criteria attached
      as Exhibit B hereto, and which will also be attached to the Assement of
      Compliance, to assess compliance with the Servicing Criteria applicable to
      the
      Servicer;

     

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

     

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

     

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

     

    Such
      report at a minimum shall address each of the Servicing Criteria specified
      on
      Exhibit B hereto which are indicated as applicable to the Servicer.

     

    On
      or
      before March 15 of each calendar year beginning in 200_, the Servicer shall
      furnish to the Issuing Entity, the Trustee, the Depositor, the Credit Enhancer
      and each Rating Agency a report (an “Attestation Report”) by a registered public
      accounting firm that attests to, and reports on, the Assessment of Compliance
      made by the Servicer, as required by Rules 13a-18 and 15d-18 of the Exchange
      Act
      and Item 1122(b) of Regulation AB, which Attestation Report must be made in
      accordance with standards for attestation reports issued or adopted by the
      Public Company Accounting Oversight Board. 

     

    Failure
      of the Servicer to timely comply with this Section 4.03 shall be deemed an
      Event
      of Default, and the Master Servicer may, in addition to whatever rights the
      Master Servicer may have under this Agreement and at law or equity or to
      damages, including injunctive relief and specific performance, upon notice
      immediately 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 except for compensation due under Section 8.01(b)
      and
      the right to the Excess Servicing Strip.

     

    Section
      4.04  Exchange
      Act Reporting.

     

    The
      Servicer shall fully cooperate with the Master Servicer in connection with
      the
      Trust’s satisfying the reporting requirements under the Exchange
      Act.

     

    Within
      12
      calendar days after each Distribution Date, the Trustee shall, in accordance
      with industry standards, file with the Commission via the Electronic Data
      Gathering and Retrieval System ("EDGAR"), a Distribution Report on Form 10-D,
      signed by the Depositor, with a copy of the monthly statement to be furnished
      by
      the Trustee to the Certificateholders for such Distribution Date. Any disclosure
      in addition to the monthly statement required to be included on the Form 10-D
      (“Additional Form 10-D Disclosure”) shall be determined and prepared by the
      entity that is indicated in Exhibit C as the responsible party for providing
      that information, if other than the Trustee.

     

    Within
      3
      calendar days after the related Distribution Date, each entity that is indicated
      in Exhibit C as the responsible party for providing Additional Form 10-D
      Disclosure shall be required to provide to the Trustee and the Depositor, to
      the
      extent known by a responsible party thereof, clearly identifying which item
      of
      Form 10-D the information relates to, any Additional Form 10-D Disclosure,
      if
      applicable.

     

    Within
      four (4) Business Days after the occurrence of an event requiring disclosure
      on
      Form 8-K (each such event, a "Reportable
      Event"),
      the
      Depositor shall prepare and file any Form 8-K, as required by the Exchange
      Act,
      in addition to the initial Form 8-K in connection with the issuance of the
      Certificates. Any disclosure or information related to a Reportable Event or
      that is otherwise required to be included on Form 8-K ("Form
      8-K Disclosure Information")
      shall
      be determined and prepared by the entity that is indicated in Exhibit C as
      the
      responsible party for providing that information.

     

    For
      so
      long as the Trust is subject to the Exchange Act reporting requirements, no
      later than the end of business on the second Business Day after the occurrence
      of a Reportable Event, the entity that is indicated in Exhibit C as the
      responsible party for providing Form 8-K Disclosure Information shall be
      required to provide to the Depositor, to the extent known by a responsible
      officer thereof, the form and substance of any Form 8-K Disclosure Information,
      if applicable. 

     

    Any
      disclosure or information that is required to be included on Form 10-K
      ("Additional
      Form 10-K Disclosure")
      shall
      be determined and prepared by the entity that is indicated in Exhibit C as
      the
      responsible party for providing that information, if other than the
      Trustee.

     

    On
      or
      prior to (x) March 15, 200_ and (y) unless and until a Form 15 Suspension Notice
      shall have been filed, prior to March 31 of each year thereafter, each entity
      that is indicated in Exhibit C as the responsible party for providing Additional
      Form 10-K Disclosure shall be required to provide to the Trustee and the
      Depositor, to the extent known by a responsible party thereof, the form and
      substance of any Additional Form 10-K Disclosure Information, if
      applicable.

     

    ARTICLE
      V

     

    SERVICER’S
      COMPENSATION AND EXPENSES

     

    Section
      5.01  Servicing
      Compensation.

     

    As
      consideration for servicing the Mortgage Loans subject to this Agreement, the
      Servicer shall be entitled to a Servicing Fee for each Mortgage Loan remaining
      subject to this Agreement during any calendar month or part thereof. Such
      Servicing Fee shall be payable monthly on the Remittance Date and shall be
      computed on the basis of the same outstanding principal balance and for the
      period with respect to which any related interest payment on the related
      Mortgage Loan is computed. The Servicer may pay itself the Servicing Fee on
      each
      Remittance Date from amounts on deposit in the related Collection
      Account.

     

    As
      further compensation for its activities hereunder, the Servicer shall be
      entitled to retain any payments or collections received by it which are in
      the
      nature of Additional Servicing Compensation.

     

    As
      compensation for its special servicing activities hereunder, the Servicer shall
      be entitled to the Special Servicing Fee for each Specially Serviced Mortgage
      Loan or REO Property remaining subject to this Agreement during any calendar
      month or part thereof. Such Special Servicing Fee shall be payable monthly
      on
      the Remittance Date and shall be computed on the basis of the same outstanding
      principal balance and for the period with respect to which any related interest
      payment on the related Mortgage Loan is computed. The Servicer may pay itself
      the Special Servicing Fee on each Remittance Date from amounts on deposit in
      the
      related Collection Account. The Servicer shall not be entitled to the Servicing
      Fee for any Mortgage Loan in the event the Servicer is entitled to receive
      the
      Special Servicing Fee for such Mortgage Loan.

     

    In
      addition to the other servicing compensation provided for in this Agreement,
      and
      not in lieu thereof, the Servicer shall be entitled to (i) the Disposition
      Fee,
      which shall be payable out of Net Liquidation Proceeds prior to the deposit
      of
      Net Liquidation Proceeds into the Collection Account; and (ii) the Workout
      Fee
      which shall be payable on each Remittance Date.

     

    To
      the
      extent that amounts on deposit in the Collection Account are insufficient for
      the payment of the Servicing Fee, Special Servicing Fee or Workout Fee, the
      Master Servicer shall pay any such shortfall to the Servicer within ten (10)
      Business Days after the Master Servicer’s receipt of an itemized invoice
      therefor.

     

    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
      thereof except as specifically provided for herein.

     

    Notwithstanding
      anything herein to the contrary, Midland Loan Services, Inc. (and its successors
      and assigns) shall also be entitled to the Excess Servicing Strip with respect
      to the Mortgage Loans that it is servicing and may at its option assign or
      pledge to any third party or retain for itself the Excess Servicing Strip.
      The
      Master Servicer (or its successor hereunder, if any) shall pay the Excess
      Servicing Strip to the holder of the Excess Servicing Strip (i.e., Midland
      Loan
      Services, Inc. or any such third party) at such time and to the extent the
      Master Servicer is entitled to receive payment of its Master Servicing Fees
      hereunder, notwithstanding any resignation or termination of the Master Servicer
      hereunder. In the event that Midland Loan Services, Inc. is terminated or
      resigns as servicer, it (and its successors and assigns) will be entitled to
      retain the Excess Servicing Strip.

     

    Pursuant
      to the Reimbursement Agreement, the Servicer shall also receive interest for
      any
      Advances made by it on the Mortgage Loans on an actual/360 day basis for the
      time period from the date of such initial Advance until the time such Advance
      is
      reimbursed. The interest rate on such Advance will be determined by reference
      to
      the Prime Rate as most recently published in the Wall Street Journal for the
      time period from the date of such initial Advance until the time such Advance
      is
      reimbursed. The amount of interest paid on an Advance with respect to any
      Mortgage Loan by the Master Servicer shall be offset with late fees collected
      by
      the Servicer with respect to such Mortgage Loan.

     

    Section
      5.02  Servicing
      Advances and Advances.

     

    (a) Notwithstanding
      any other provision hereof, the Servicer shall obtain the written approval
      of
      the Master Servicer prior to incurring any Servicing Advance that is over
      $5,000.00 per item, except for any Servicing Expense which is (i) incurred
      by
      the Servicer pursuant to Sections 3.02(b) or 3.05 or (ii) made for any purposes
      other than those described in item (i) above, and is not over $15,000.00 and
      is
      made in an emergency situation to preserve and protect the Mortgaged Property
      or
      the safety of the public in connection with such Mortgaged Property. The
      Servicer may cause any Servicing Expenses to be paid directly from the related
      Collection Account. The Servicer not be required to make any Servicing Advance
      that is not a Recoverable Servicing Advance.

     

    (b) The
      Servicer shall make its reasonable efforts to collect or cause to be collected
      all payments required under the terms and provisions of the Mortgage Loans
      and
      shall follow collection procedures comparable to the collection procedures
      of
      prudent institutional mortgage loan servicer servicing mortgage loans for their
      own account to the extent such procedures shall be consistent with this
      Agreement. Consistent with the foregoing, the Servicer may in its discretion
      (i)
      waive or permit to be waived any late payment charge, assumption fee, or any
      penalty interest in connection with the prepayment of a Mortgage Loan and (ii)
      suspend or reduce or permit to be suspended or reduced regular monthly payments
      for a period of up to six months, or arrange or permit an arrangement with
      a
      Mortgagor for a scheduled liquidation of delinquencies. In the event the
      Servicer shall consent to the deferment of the due dates for payments due on
      a
      Mortgage Note, the Servicer shall nonetheless make an Advance to the same extent
      as if such installment were due, owing and delinquent and had not been deferred
      through liquidation of the Mortgaged Property; provided, however, that the
      obligation of the Servicer to make an Advance shall apply only to the extent
      that such Advances are not Nonrecoverable Advances. The Servicer shall determine
      the aggregate amount of Advances required to be made for the related
      Distribution Date, which shall be in an aggregate amount equal to the sum of
      (1)
      the aggregate amount of Monthly Payments (with each interest portion thereof
      adjusted to the Mortgage Rate less the sum of the Master Servicing Fee Rate,
      the
      Sub-Servicing Fee Rate and any applicable PMI Insurer Fee Rate, other than
      Balloon Payments, less the amount of any reductions in the amount of interest
      collectable from the Mortgagor pursuant to the Relief Act, on the Outstanding
      Mortgage Loans as of the related Due Date, which Monthly Payments were
      delinquent as of the close of business as of the related Determination Date)
      plus (2) with respect to each Balloon Loan delinquent in respect of its Balloon
      Payment as of the close of business on the related Determination Date, an amount
      equal to the assumed Monthly Payment (net of the related Master Servicing Fees
      and Sub-Servicing Fees) that would have been due on the related Due Date based
      on the original principal amortization scheduled for such Balloon Loan until
      such Balloon Loan is finally liquidated; provided that no Advance shall be
      made
      if it would be a Nonrecoverable Advance. On or before 4:00 P.M. New York time
      on
      each Remittance Date, the Servicer shall remit to the Master Servicer for
      deposit in the Certificate Account from its own funds an amount equal to the
      Advances to be made by the Servicer in respect of the related Distribution
      Date.
      The amount of any reimbursement pursuant to Section 3.03 in respect of
      outstanding Advances on any Distribution Date shall be allocated to specific
      Monthly Payments due but delinquent for previous Due Periods, which allocation
      shall be made, to the extent practicable, to Monthly Payments which have been
      delinquent for the longest period of time. Such allocations shall be conclusive
      for purposes of reimbursement to the Servicer from recoveries on related
      Mortgage Loans pursuant to Section 3.03.

     

    (c) The
      Master Servicer and the Servicer shall in all cases have a right prior to the
      Certificateholders to any particular funds on deposit in the Custodial Account
      from time to time for the reimbursement or payment of its Servicing Fee,
      Advances, Servicing Advances and any amounts reimbursable thereto in accordance
      with Section 3.11 of the PSA, but only if and to the extent such amounts are
      to
      be reimbursed or paid from such particular funds on deposit in the Custodial
      Account pursuant to the express terms of the PSA.

     

    ARTICLE
      VI

     

    THE
      SERVICER AND THE MASTER SERVICER

     

    Section
      6.01  Servicer
      Not to Assign; Merger or Consolidation of the Servicer.

     

    (a)  Except
      as
      otherwise provided for in this Section or in Section 2.02, the Servicer may
      not
      assign this Agreement or any of its rights, powers, duties or obligations
      hereunder without the written consent of the Master Servicer; provided, however,
      that the Servicer may, after 60 days written notice to Master Servicer, assign
      this Agreement to a Qualified Affiliate without the written consent of the
      Master Servicer.

     

    (b)  The
      Servicer may be merged or consolidated with or into any Person, or transfer
      all
      or substantially all of its assets to any Person, in which case any Person
      resulting from any merger or consolidation to which it shall be a party, or
      any
      Person succeeding to its business shall be the successor of the Servicer
      hereunder, and shall be deemed to have assumed all of the liabilities of the
      Servicer hereunder. The Servicer shall provide written notice to the Master
      Servicer of any such merger, consolidation, or transfer.

     

    Section
      6.02  Liability
      and Indemnification of the Servicer and the Master Servicer.

     

    Neither
      the Servicer nor its Affiliates nor any of the directors, officers, employees
      or
      agents thereof shall be under any liability to the Master Servicer or any third
      party for taking or refraining from taking any action, in good faith pursuant
      to
      or in connection with this Agreement, or for errors in judgment; provided,
      however,
      that
      this provision shall not protect the Servicer or any such Person against any
      liability which would otherwise be imposed on the Servicer or any such Person
      by
      reason of the Servicer’s willful misfeasance, bad faith or negligence (except to
      the extent such liability is related to the Servicer’s performance of Special
      Services, in which event a gross negligence standard shall apply) in the
      performance of its duties hereunder. The Servicer and any director, officer,
      employee or agent thereof may rely in good faith on any document of any kind
      which, prima facie, is properly executed and submitted by any appropriate Person
      respecting any matters arising hereunder. The Servicer and any director,
      officer, employee agent, or Affiliate thereof shall be indemnified and held
      harmless by the Master Servicer against any claim, loss, liability or expense
      incurred, including reasonable attorneys’ fees, in connection with any claim,
      legal action, investigation or proceeding relating to this Agreement, the
      Servicer’s performance hereunder, or any specific action which the Master
      Servicer authorized or requested the Servicer to perform pursuant to this
      Agreement, as such are incurred, except for any claim, loss, liability or
      expense incurred by reason of the Servicer’s willful misfeasance, bad faith,
      negligence (except to the extent such liability is related to the Servicer’s
      performance of Special Services, in which event a gross negligence standard
      shall apply) or breach of the Servicer’s representations and warranties set
      forth in Section 7.01. Notwithstanding the exception set forth in the preceding
      sentence, in the event that the Servicer sustains any claim, loss, liability
      or
      expense by reason of such exception and which results from any overcharges
      to
      Borrowers under the Mortgage Loans, to the extent that such overcharges were
      collected by the Servicer and remitted to the Master Servicer, the Master
      Servicer shall promptly remit such overcharge to the related Borrower after
      the
      Master Servicer’s receipt of written notice from the Servicer regarding such
      overcharge.

     

    The
      Master Servicer and any director, officer, employee or agent thereof shall
      be
      indemnified and held harmless by the Servicer against any claim loss, liability
      or expense incurred, including reasonable attorneys’ fees, by reason of (i) the
      Servicer’s willful misfeasance, bad faith or negligence (except to the extent
      such liability is related to the Servicer’s performance of Special Services, in
      which event a gross negligence standard shall apply) in the performance of
      its
      duties hereunder or the failure of the Servicer to perform its duties hereunder
      in accordance with this Agreement or (ii) a breach of the Servicer’s
      representations and warranties set forth in Section 7.01.

     

    The
      provisions of this Section shall survive any termination of the rights and
      obligations of the Servicer hereunder.

     

    ARTICLE
      VII

     

    REPRESENTATIONS
      AND WARRANTIES; DEFAULT

     

    Section
      7.01  Representations
      and Warranties.

     

    (a)  The
      Servicer hereby makes the following representations and warranties to the Master
      Servicer:

     

    (i)  Due
      Organization, Qualification and Authority.
      The
      Servicer is a corporation duly organized, validly existing and in good standing
      under the laws of the State of Delaware, and is duly qualified to transact
      business as a foreign corporation, in good standing and licensed in each state
      to the extent necessary to ensure the enforceability of each Mortgage Loan
      and
      to perform its duties and obligations under this Agreement in accordance with
      the terms of this Agreement; the Servicer has the full power, authority and
      legal right to execute and deliver this Agreement and to perform in accordance
      herewith; the Servicer has duly authorized the execution, delivery and
      performance of this Agreement and has duly executed and delivered this
      Agreement; this Agreement constitutes the valid, legal, binding obligation
      of
      the Servicer, except as enforceability may be limited by bankruptcy, insolvency,
      reorganization, receivership, moratorium or other laws relating to or affecting
      the rights of creditors generally and by general principles of equity
      (regardless of whether such enforcement is considered in a proceeding in equity
      or at law);

     

    (ii)  No
      Conflicts.
      Neither
      the execution and delivery of this Agreement, nor the fulfillment of or
      compliance with the terms and conditions of this Agreement by the Servicer,
      will
      (i) conflict with or result in a breach of any of the terms, conditions or
      provisions of the Servicer’s certificate of incorporation, as amended, or
      bylaws, as amended, or any agreement or instrument to which the Servicer is
      now
      a party or by which it (or any of its properties) is bound, or constitute a
      default or result in an acceleration under any of the foregoing; (ii) conflict
      with or result in a breach of any legal restriction if compliance therewith
      is
      necessary (a) to ensure the enforceability of any Mortgage Loan, or (b) for
      the
      Servicer to perform its obligations under this Agreement in accordance with
      the
      terms hereof; (iii) result in the violation of any law, rule, regulation, order,
      judgment or decree to which the Servicer or its property is subject if
      compliance therewith is necessary (a) to ensure the enforceability of any
      Mortgage Loan, or (b) for the Servicer to perform its obligations under this
      Agreement in accordance with the terms hereof; or (iv) result in the creation
      or
      imposition of any lien, charge or encumbrance that would have a material adverse
      effect upon any of its properties pursuant to the terms of any mortgage,
      contract, deed of trust or other instrument, or materially impair the ability
      of
      the Master Servicer to realize on the Mortgage Loans;

     

    (iii)  No
      Litigation Pending.
      There
      is no action, suit, or proceeding pending or to Servicer’s knowledge threatened
      against the Servicer which, either in any one instance or in the aggregate,
      would draw into question the validity of this Agreement or the Mortgage Loans,
      or would be likely to impair materially the ability of the Servicer to perform
      its duties and obligations under the terms of this Agreement;

     

    (iv)  No
      Consent Required.
      No
      consent, approval, authorization or order of, or registration or filing with,
      or
      notice to, any court or governmental agency or body having jurisdiction or
      regulatory authority over the Servicer is required for (i) the Servicer’s
      execution and delivery of, this Agreement, or (ii) the consummation of the
      transactions contemplated by this Agreement, or, to the extent required, such
      consent, approval, authorization, order, registration, filing or notice has
      been
      obtained, made or given (as applicable), except that the Servicer may not be
      duly qualified to transact business as a foreign corporation or licensed in
      one
      or more states if such qualification or licensing is not necessary (a) to ensure
      the enforceability of any Mortgage Loan, or (b) for the Servicer to perform
      its
      obligations under this Agreement in accordance with the terms
      hereof.

     

    (b)  The
      Master Servicer hereby makes the following representations and warranties to
      the
      Servicer:

     

    Due
      Authority.
      The
      Master Servicer has the full power, authority and legal right to execute and
      deliver this Agreement and to perform in accordance herewith; the Master
      Servicer has duly authorized the execution, delivery and performance of this
      Agreement and has duly executed and delivered this Agreement; the Master
      Servicer, prior to Securitization, is the Master Servicer and the holder of
      the
      Mortgage Loans; the Master Servicer, and after Securitization, the Master
      Servicer, has the right to authorize the Servicer to perform the actions
      contemplated herein; this Agreement constitutes the valid, legal, binding
      obligation of the Master Servicer, except as enforceability may be limited
      by
      bankruptcy, insolvency, reorganization, receivership, moratorium or other laws
      relating to or affecting the rights of creditors generally and by general
      principles of equity (regardless of whether such enforcement is considered
      in a
      proceeding in equity or at law).

     

    Section
      7.02  Events
      of Default.

     

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

     

    (a)  any
      failure by the Servicer to remit to the Master Servicer any payment required
      to
      be so remitted by the Servicer under the terms of this Agreement when and as
      due
      which continues unremedied by the Servicer for a period of one (1) Business
      Day
      after the date on which such remittance was due; or

     

    (b)  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
      contained in this Agreement, or any representation or warranty set forth by
      the
      Servicer in Section 7.01 shall be untrue or incorrect in any material respect,
      and, in either case, such failure or breach materially and adversely affects
      the
      value of any Mortgage Loan or Mortgaged Property or the priority of the lien
      on
      any Mortgaged Property or the interest of the Master Servicer therein, which
      in
      either case continues unremedied for a period of thirty (30) days after the
      date
      on which written notice of such failure or breach, requiring the same to be
      remedied, shall have been given to the Servicer by the Master Servicer (or
      such
      extended period of time reasonably approved by the Master Servicer provided
      that
      the Servicer is diligently proceeding in good faith to cure such failure or
      breach); or

     

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

     

    (d)  the
      Servicer shall consent to the appointment of a conservator or receiver or
      liquidator in any insolvency, readjustment of debt, marshalling 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

     

    (e)  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 federal or
      state
      bankruptcy, insolvency or similar law, make an assignment for the benefit of
      its
      creditors or voluntarily suspend payment of its obligations; or

     

    (f)  failure
      by the Servicer to duly perform, within the required time period, its
      obligations under Sections 4.02 or 4.03 of this Servicing
      Agreement;

     

    then,
      and
      in each and every case, so long as an Event of Default shall not have been
      remedied, the Master Servicer may, by notice in writing to the Servicer, in
      addition to whatever rights the Master Servicer may have at law or in equity,
      including injunctive relief and specific performance, terminate all of the
      rights and obligations of the Servicer under this Agreement and in and to the
      Mortgage Loans and the proceeds thereof, without the Master Servicer incurring
      any penalty or fee of any kind whatsoever in connection therewith; provided,
      however,
      that
      such termination shall be without prejudice to any rights of the Servicer
      relating to the payment of its Servicing Fees, Special Servicing Fees,
      Disposition Fees, Workout Fees, Additional Servicing Compensation and the
      reimbursement of any Servicing Advances which have been made by it under the
      terms of this Agreement through and including the date of such termination
      (together with interest thereon at the Advance Rate). Except as otherwise
      expressly provided in this Agreement, no remedy provided for by this Agreement
      shall be exclusive of any other remedy, and each and every remedy shall be
      cumulative and in addition to any other remedy, and no delay or omission to
      exercise any right or remedy shall impair any such right or remedy or shall
      be
      deemed to be a waiver of any Event of Default. On or after the receipt by the
      Servicer of such written notice of termination from the Master Servicer, 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 Master
      Servicer, and the Servicer agrees to cooperate with the Master Servicer in
      effecting the termination of the Servicer’s responsibilities and rights
      hereunder, including, without limitation, the transfer of the Servicing Files
      and the funds held in the Accounts as set forth in Section 8.01.

     

    The
      Master Servicer may waive 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.

     

    ARTICLE
      VIII

     

    TERMINATION;
      TRANSFER OF MORTGAGE LOANS

     

    Section
      8.01  Termination
      of Agreement.

     

    (a)  This
      Agreement may be terminated by the Servicer with respect to any Mortgage Loans,
      without cause, upon ninety (90) days written notice to the Master
      Servicer.

     

    (b)  Termination
      pursuant to this Section or as otherwise provided herein shall be without
      prejudice to any rights of the Master Servicer or the Servicer which may have
      accrued through the date of termination hereunder. Upon such termination, the
      Servicer shall (i) remit all funds in the related Accounts to the Master
      Servicer or such other Person designated by the Master Servicer, net of accrued
      Servicing Fees, Special Servicing Fees, Disposition Fees, Workout Fees,
      Additional Servicing Compensation, Servicing Advances (with interest thereon
      at
      the Advance Rate) and Advances (with interest thereon at the Advance Rate)
      through the termination date to which the Servicer would be entitled to payment
      or reimbursement hereunder; (ii) deliver all related Servicing Files to the
      Master Servicer or to Persons designated by the Master Servicer; and (iii)
      fully
      cooperate with the Master Servicer and any new servicer to effectuate an orderly
      transition of Loan Servicing of the related Mortgage Loans. Upon such
      termination, any Servicing Fees, Additional Servicing Compensation, Servicing
      Advances (with interest thereon at the Advance Rate) and Advances (with interest
      thereon at the Advance Rate) which remain unpaid or unreimbursed after the
      Servicer has netted out such amounts pursuant to the preceding sentence shall
      be
      remitted by the Master Servicer to the Servicer within ten (10) Business Days
      after the Master Servicer’s receipt of an itemized invoice
      therefor.

     

    ARTICLE
      IX

     

    MISCELLANEOUS
      PROVISIONS

     

    Section
      9.01  Amendment;
      Waiver.

     

    This
      Agreement contains the entire agreement between the parties relating to the
      subject matter hereof, and no term or provision hereof may be amended or waived
      unless such amendment or waiver is in writing and signed by the party against
      whom such amendment or waiver is sought to be enforced. The Servicer shall
      not
      consent to any such amendment to the Agreement unless the Servicer receives
      an
      Officer’s Certificate from the Master Servicer stating that the Master Servicer,
      after consultation with its accountants, does not believe that the amendment
      will result in the Securitization trust failing to qualify as a “qualifying
      special-purpose entity” as defined in Statement of Financial Accounting
      Standards Number 140.

     

    Section
      9.02  Governing
      Law.

     

    This
      Agreement shall be construed in accordance with the laws of the State of New
      York, and the obligations, rights and remedies of the parties hereunder shall
      be
      determined in accordance with such laws, without giving effect to principles
      of
      conflicts of laws.

     

    Section
      9.03  Notices.

     

    All
      demands, notices and communications hereunder shall be in writing and addressed
      in each case as follows:

     

    
      	 	
              (i)

            	
              if
                to the Master Servicer, at:

            


    

     

    IMPAC
      Funding Corporation

    1401
      Dove
      Street

    Newport
      Beach, California 92660

    Attention:
      Mr. Ron Morrison

    Telecopy
      No.: (714) 475-3969

     

    
      	 	
              (ii)

            	
              if
                to the Servicer, by U.S. Mail at:

            


    

     

    _________________

     

    _________________

     

    _________________

     

    _________________

     

    _________________

     

    or
      by
      delivery to: 

     

    _________________

     

    _________________

     

    _________________

     

    _________________

     

    with
      a
      copy to:

     

    _________________

     

    _________________

     

    _________________

     

    _________________

     

    _________________

     

    Any
      of
      the above-referenced Persons may change its address for notices hereunder by
      giving notice of such change to the other Persons. All notices and demands
      shall
      be deemed to have been given at the time of the delivery at the address of
      such
      Person for notices hereunder if personally delivered, mailed by certified or
      registered mail, postage prepaid, return receipt requested, or sent by overnight
      courier or telecopy; provided,
      however,
      that
      any notice delivered after normal business hours of the recipient or on a day
      which is not a Business Day shall be deemed to have been given on the next
      succeeding Business Day.

     

    To
      the
      extent that any demand, notice or communication hereunder is given to the
      Servicer by a Responsible Officer of the Master Servicer, such Responsible
      Officer shall be deemed to have the requisite power and authority to bind the
      Master Servicer with respect to such communication, and the Servicer may
      conclusively rely upon and shall be protected in acting or refraining from
      acting upon any such communication. To the extent that any demand, notice or
      communication hereunder is given to the Master Servicer by a Responsible Officer
      of the Servicer, such Responsible Officer shall be deemed to have the requisite
      power and authority to bind the Servicer with respect to such communication,
      and
      the Master Servicer may conclusively rely upon and shall be protected in acting
      or refraining from acting upon any such communication.

     

    Section
      9.04  Severability
      of Provisions. 

     

    If
      one or
      more of the provisions of this Agreement shall be for any reason whatever held
      invalid or unenforceable, such provisions shall be deemed severable from the
      remaining covenants, agreements and provisions of this Agreement and such
      invalidity or unenforceability shall in no way affect the validity or
      enforceability of such remaining provisions or the rights of any parties
      thereunder. To the extent permitted by law, the parties hereto hereby waive
      any
      provision of law that renders any provision of this Agreement invalid or
      unenforceable in any respect.

     

    Section
      9.05  Inspection
      and Audit Rights. 

     

    The
      Servicer agrees that, on reasonable prior notice, it will permit any agent
      or
      representative of the Master Servicer, during the Servicer’s normal business
      hours, to examine all the books of account, records, reports and other papers
      of
      the Servicer relating to the Mortgage Loans, to make copies and extracts
      therefrom, to cause such books to be audited by accountants selected by the
      Master Servicer, and to discuss matters relating to the Mortgage Loans with
      the
      Servicer’s officers, employees and accountants (and by this provision the
      Servicer hereby authorizes such accountants to discuss with such agents or
      representatives such matters), all at such reasonable times and as often as
      may
      be reasonably requested. Any expense incident to the exercise by the Master
      Servicer of any right under this Section shall be borne by the Master
      Servicer.

     

    Section
      9.06  Binding
      Effect; No Partnership; Counterparts.

     

    The
      provisions of this Agreement shall be binding upon and inure to the benefit
      of
      the respective successors and permitted assigns of the parties hereto. Nothing
      herein contained shall be deemed or construed to create a partnership or joint
      venture between the parties hereto and the services of the Servicer shall be
      rendered as an independent contractor for the Master Servicer. For the purpose
      of facilitating the execution of this Agreement as herein provided and for
      other
      purposes, this Agreement may be executed simultaneously in any number of
      counterparts, each of which counterparts shall be deemed to be an original,
      and
      such counterparts shall constitute but one and the same instrument.

     

    Section
      9.07  Protection
      of Confidential Information; No Solicitation.

     

    The
      Servicer shall keep confidential and shall not divulge to any party, without
      the
      Master Servicer’s prior written consent, any information pertaining to the
      Mortgage Loans, the Mortgaged Properties, or the Borrowers except to the extent
      that (a) it is appropriate for the Servicer to do so (i) in working with legal
      counsel, auditors, other advisors, taxing authorities or other governmental
      agencies, (ii) in accordance with Accepted Servicing Practices or (iii) when
      required by any law, regulation, ordinance, court order or subpoena or (b)
      the
      Servicer is disseminating general statistical information relating to the
      mortgage loans being serviced by the Servicer (including the Mortgage Loans)
      so
      long as the Servicer does not identify the Master Servicer or the
      Borrowers.

     

    In
      addition to the foregoing, neither the Servicer nor any of its Affiliates shall
      (i) provide any employee of the Servicer or its Affiliates that is directly
      involved in the solicitation of borrowers in connection with the origination
      of
      mortgage loans by the Servicer and its Affiliates access to any reports,
      documents or information in respect of any Borrower, Mortgaged Property or
      Mortgage Loan which the Servicer has received pursuant to its Loan Servicing
      obligations hereunder, or (ii) use any such reports, documents or information
      in
      connection with such solicitation of borrowers. Failure of the Servicer to
      comply with its obligations under this Section shall result in an Event of
      Default hereunder.

     

    Section
      9.08  General
      Interpretive Principles.

     

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

     

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

     

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

     

    (c)  references
      herein to an “Article,” “Section,” or other subdivision without reference to a
      document are to the designated Article, Section or other applicable subdivision
      of this Agreement;

     

    (d)  reference
      to a Section, subsection, paragraph or other subdivision without further
      reference to a specific Section is a reference to such Section, subsection,
      paragraph or other subdivision, as the case may be, as contained in the same
      Section in which the reference appears; 

     

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

     

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

     

    (g)  the
      Article, Section and subsection headings herein are for convenience of reference
      only, and shall not limit or otherwise affect the meaning of the provisions
      contained therein.

     

    Section
      9.09  Further
      Agreements.

     

    The
      Servicer and the Master Servicer each agree to execute and deliver to the other
      such additional documents, instruments or agreements as may be reasonably
      requested by the other and as may be necessary or appropriate to effectuate
      the
      purposes of this Agreement.

     

    [Signature
      Page Follows]

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

        
        

      

    



    IN
      WITNESS WHEREOF, the Master Servicer and the Servicer have caused this Agreement
      to be duly executed by their respective officers thereunto duly authorized
      as of
      the date first above written.

    
      

        
          	 	
                  IMPAC
                    FUNDING CORPORATION

                
	 	 
	 	
                  By:
                    

                	 
	 	
                  Name:
                    

                	 
	 	
                  Title:
                    

                	 
	 	 
	 	
                  (“Master
                    Servicer”)

                
	 	 
	 	 
	 	
                  ___________________

                
	 	 
	 	
                  By:
                    

                	 
	 	
                  Name:
                    

                	 
	 	
                  Title:
                    

                	 
	 	 
	 	
                  (“Servicer”)

                


        

      

       

    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

        
        

      

    



    EXHIBIT
      A

    


    Servicing
      File Listing

     

    
      	1)  	
              Copy
                of executed Note (including addendums, amendments, modifications,
                etc., as
                they may apply), Loan Agreement and Guaranty Agreement (if
                applicable).

            


    

     

    
      	2)  	
              Copy
                of executed and filed Deed of Trust/Mortgage (including addendums,
                amendments, modifications, etc., as they may
                apply).

            


    

     

    
      	3)  	
              Copy
                of Assignment of Leases and Rents and Security Agreement, if separate
                from
                the Deed of Trust/Mortgage.

            


    

     

    
      	4)  	
              Copy
                of any other legal document(s) referenced in the Note, Deed of
                Trust/Mortgage, Security Agreement, Loan Agreement or Guaranty
                Agreement.

            


    

     

    
      	5)  	
              Copies
                of all filed UCC Financing Statements and Lien
                Searches.

            


    

     

    
      	6)  	
              Loan
                Closing Statement.

            


    

     

    
      	7)  	
              Borrower
                (and Guarantor, if applicable) financial and operating statements,
                tax
                returns, tax identification number(s), mailing address(es), phone
                number(s), and fax number(s). Also include property operating and
                financial statements if prepared
                separately.

            


    

     

    
      	8)  	
              Special
                Reserve Agreement(s), if
                applicable.

            


    

     

    
      	9)  	
              Property
                Information - paid tax receipts, insurance policy(ies), appraisal(s),
                flood certificate(s), and environmental
                reports.

            


    

     

    
      	10)  	
              Underwriting
                File.

            


    

     

    
      	11)  	
              Checks/Wires
                for prepaid interest, tax and insurance impounds, and special
                reserves.

            


    

     

    
      	12)  	
              Lockbox
                agreement(s), if applicable.

            


    

     

    
      	13)  	
              If
                special arrangements have been made with the borrower and/or guarantor
                that are not noted in the legal documents, a memorandum detailing
                the
                situation.

            


    

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

        
        

      

    



    EXHIBIT
      B

    


    SERVICING
      CRITERIA TO BE ADDRESSED

    IN
      ASSESSMENT OF COMPLIANCE

    (RMBS
      unless otherwise noted)

    


    


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

    


    Key: X
      - obligation

    


    
      	
              Reg
                AB Reference

            	
              Servicing
                Criteria

            	
              Servicer

            	
              Master
                Servicer

            	
              Trustee

            
	 	
              General
                Servicing Considerations

            	 	 	 
	
              1122(d)(1)(i)

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

            	
              X

            	
              X

            	
              X

            
	
              1122(d)(1)(ii)

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


            	
              To
                the extent applicable

            	
              X

            	 
	
              1122(d)(1)(iii)

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

            	 	 	 
	
              1122(d)(1)(iv)

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

            	
              X

            	
              X

            	 
	 	
              Cash
                Collection and Administration

            	 	 	 
	
              1122(d)(2)(i)

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

            	
              X

            	
              X

            	
              X

            
	
              1122(d)(2)(ii)

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

            	
              X

            	
              X

            	
              X

            
	
              1122(d)(2)(iii)

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

            	
              X

            	
              X

            	 
	
              1122(d)(2)(iv)

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

            	
              X

            	
              X

            	
              X

            
	
              1122(d)(2)(v)

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

            	
              X

            	
              X

            	
              X

            
	
              1122(d)(2)(vi)

            	
              Unissued
                checks are safeguarded so as to prevent unauthorized access.
                

            	
              If
                applicable

            	 	 
	
              1122(d)(2)(vii)
                

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

            	
              X

            	
              X

            	
              X

            
	 	
              Investor
                Remittances and Reporting

            	 	 	 
	
              1122(d)(3)(i)

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

            	 	
              X

            	
              X

            
	
              1122(d)(3)(ii)

            	
              Amounts
                due to investors are allocated and remitted in accordance with timeframes,
                distribution priority and other terms set forth in the transaction
                agreements. 

            	 	
              X

            	
              X

            
	
              1122(d)(3)(iii)

            	
              Disbursements
                made to an investor are posted within two business days to the Servicer’s
                investor records, or such other number of days specified in the
                transaction agreements. 

            	 	
              X

            	
              X

            
	
              1122(d)(3)(iv)

            	
              Amounts
                remitted to investors per the investor reports agree with cancelled
                checks, or other form of payment, or custodial bank statements.
                

            	 	
              X

            	
              X

            
	 	
              Pool
                Asset Administration

            	 	 	 
	
              1122(d)(4)(i)
                

            	
              Collateral
                or security on pool assets is maintained as required by the transaction
                agreements or related pool asset documents. 

            	 	
              X

            	
              X

            
	
              1122(d)(4)(ii)

            	
              Pool
                assets and related documents are safeguarded as required by the
                transaction agreements 

            	 	
              X

            	
              X

            
	
              1122(d)(4)(iii)

            	
              Any
                additions, removals or substitutions to the asset pool are made,
                reviewed
                and approved in accordance with any conditions or requirements in
                the
                transaction agreements. 

            	
              X

            	
              X

            	
              X

            
	
              1122(d)(4)(iv)

            	
              Payments
                on pool assets, including any payoffs, made in accordance with the
                related
                pool asset documents are posted to the Servicer’s obligor records
                maintained no more than two business days after receipt, or such
                other
                number of days specified in the transaction agreements, and allocated
                to
                principal, interest or other items (e.g., escrow) in accordance with
                the
                related pool asset documents. 

            	
              X

            	 	 
	
              1122(d)(4)(v)

            	
              The
                Servicer’s records regarding the pool assets agree with the Servicer’s
                records with respect to an obligor’s unpaid principal balance.
                

            	
              X

            	 	 
	
              1122(d)(4)(vi)

            	
              Changes
                with respect to the terms or status of an obligor's pool assets (e.g.,
                loan modifications or re-agings) are made, reviewed and approved
                by
                authorized personnel in accordance with the transaction agreements
                and
                related pool asset documents. 

            	
              X

            	
              X

            	 
	
              1122(d)(4)(vii)

            	
              Loss
                mitigation or recovery actions (e.g., forbearance plans, modifications
                and
                deeds in lieu of foreclosure, foreclosures and repossessions, as
                applicable) are initiated, conducted and concluded in accordance
                with the
                timeframes or other requirements established by the transaction
                agreements. 

            	
              X

            	
              X

            	 
	
              1122(d)(4)(viii)

            	
              Records
                documenting collection efforts are maintained during the period a
                pool
                asset is delinquent in accordance with the transaction agreements.
                Such
                records are maintained on at least a monthly basis, or such other
                period
                specified in the transaction agreements, and describe the entity’s
                activities in monitoring delinquent pool assets including, for example,
                phone calls, letters and payment rescheduling plans in cases where
                delinquency is deemed temporary (e.g., illness or unemployment).
                

            	
              X

            	 	 
	
              1122(d)(4)(ix)

            	
              Adjustments
                to interest rates or rates of return for pool assets with variable
                rates
                are computed based on the related pool asset documents. 

            	
              X

            	
              X

            	 
	
              1122(d)(4)(x)

            	
              Regarding
                any funds held in trust for an obligor (such as escrow accounts):
                (A) such
                funds are analyzed, in accordance with the obligor’s pool asset documents,
                on at least an annual basis, or such other period specified in the
                transaction agreements; (B) interest on such funds is paid, or credited,
                to obligors in accordance with applicable pool asset documents and
                state
                laws; and (C) such funds are returned to the obligor within 30 calendar
                days of full repayment of the related pool assets, or such other
                number of
                days specified in the transaction agreements. 

            	
              X

            	 	 
	
              1122(d)(4)(xi)

            	
              Payments
                made on behalf of an obligor (such as tax or insurance payments)
                are made
                on or before the related penalty or expiration dates, as indicated
                on the
                appropriate bills or notices for such payments, provided that such
                support
                has been received by the Servicer at least 30 calendar days prior
                to these
                dates, or such other number of days specified in the transaction
                agreements. 

            	
              X

            	 	 
	
              1122(d)(4)(xii)

            	
              Any
                late payment penalties in connection with any payment to be made
                on behalf
                of an obligor are paid from the Servicer’s funds and not charged to the
                obligor, unless the late payment was due to the obligor’s error or
                omission. 

            	
              X

            	 	 
	
              1122(d)(4)(xiii)

            	
              Disbursements
                made on behalf of an obligor are posted within two business days
                to the
                obligor’s records maintained by the Servicer, or such other number of days
                specified in the transaction agreements. 

            	
              X

            	 	 
	
              1122(d)(4)(xiv)
                

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

            	
              X

            	
              X

            	 
	
              1122(d)(4)(xv)

            	
              Any
                external enhancement or other support, identified in Item 1114(a)(1)
                through (3) or Item 1115 of Regulation AB, is maintained as set forth
                in
                the transaction agreements. 

            	 	
              X

            	
              X

            


    

    


     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

        
        

      

    



    EXHIBIT
      C

    


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

    REPORTING
      RESPONSIBILITY

    


    As
      to
      each item described below, the entity indicated as the Responsible Party shall
      be primarily responsible for reporting the information to the Trustee pursuant
      to Section 3.25 of the PSA. If the Trustee is indicated below as to any item,
      then the Trustee is primarily responsible for obtaining that
      information.

    


    Under
      Item 1 of Form 10-D: a) items marked "4.02 statement" are required to be
      included in the periodic Distribution Date statement under Section 4.02 of
      the
      PSA, provided by the Trustee based on information received from the Master
      Servicer; and b) items marked "Form 10-D report" are required to be in the
      Form
      10-D report but not the 4.02 statement, provided by the party indicated.
      Information under all other Items of Form 10-D is to be included in the Form
      10-D report.

    


    
      	
              Form

            	
              Item

            	
              Description

            	
              Responsible
                Party

            
	
              10-D

            	
              Must
                be filed within 15 days of the Distribution Date.

            
	
              1

            	
              Distribution
                and Pool Performance Information

            	
               

            
	
              Item
                1121(a) - Distribution and Pool Performance
                Information

            	
               

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

            	
              4.02
                statement

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

            	
              4.02
                statement

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

            	
              4.02
                statement

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

            	
              4.02
                statement

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

            	
              4.02
                statement

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

            	
              4.02
                statement

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

            	
              4.02
                statement

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

            	
              4.02
                statement

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

            	
              4.02
                statement

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

            	
              4.02
                statement

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

            	
              4.02
                statement

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

            	
              4.02
                statement

               

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

            
	
              (9)
                Delinquency and loss information for the period. 

               

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

            	
              4.02
                statement.

               

               

              Form
                10-D report: Depositor

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

            	
              4.02
                statement

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

            	
              Form
                10-D report; Servicer

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

            	
              Form
                10-D report: Servicer

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

            	
              4.02
                statement

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

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

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

            	
              Form
                10-D report: Depositor

               

              Form
                10-D report: Depositor

               

               

               

               

              Form
                10-D report: Depositor

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

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

            	
              Depositor

            
	
              2

            	
              Legal
                Proceedings

            	
               

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

              Seller

              Depositor

              Trustee

              Trustee

              Issuing
                entity

              Master
                Servicer

              Originator
                

              Custodian

            	
               

               

               

              Seller

              Depositor

              Trustee

              Trustee

              Depositor

              Master
                Servicer

              Originator

              Custodian

            
	
              3

            	
              Sales
                of Securities and Use of Proceeds

            	
               

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

               

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

            	
               

               

               

              Depositor

            
	
              4

            	
              Defaults
                Upon Senior Securities

            	
               

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

               

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

            	
               

               

               

              N/A

            
	
              5

            	
              Submission
                of Matters to a Vote of Security Holders

            	
               

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

            	
              Trustee

            
	
              6

            	
              Significant
                Obligors of Pool Assets

            	
               

            
	
              Item
                1112(b) - Significant
                Obligor Financial Information*

            	
              N/A

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

            	
               

            
	
              7

            	
              Significant
                Enhancement Provider Information

            	
               

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

              Determining
                applicable disclosure threshold

              Obtaining
                required financial information or effecting incorporation by
                reference

            	
               

              N/A

              N/A

            
	
              Item
                1115(b) - Derivative Counterparty Financial Information*

              Determining
                current maximum probable exposure

              Determining
                current significance percentage

              Obtaining
                required financial information or effecting incorporation by
                reference

            	
               

              [TBD]

              [TBD]

               

              Depositor

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

            	
               

            
	
              8

            	
              Other
                Information

            	
               

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

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

            
	
              9

            	
              Exhibits

            	
               

            
	
              Distribution
                report

            	
              Trustee

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

            	
              Depositor

            
	
              8-K

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

            
	
              1.01

            	
              Entry
                into a Material Definitive Agreement

            	
               

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

              Examples:
                servicing agreement, custodial agreement.

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

            	
              Depositor

            
	
              1.02

            	
              Termination
                of a Material Definitive Agreement

            	
               

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

              Examples:
                servicing agreement, custodial agreement.

            	
              Depositor

            
	
              1.03

            	
              Bankruptcy
                or Receivership

            	
               

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

              Sponsor
                (Seller), Depositor, Servicer, Trustee, Swap Provider,
                Custodian

            	
              Depositor/Servicer

            
	
              2.04

            	
              Triggering
                Events that Accelerate or Increase a Direct Financial Obligation
                or an
                Obligation under an Off-Balance Sheet Arrangement

            	
               

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

              Disclosure
                will be made of events other than waterfall triggers which are disclosed
                in the 4.02 statement

            	
              N/A

            
	
              3.03

            	
              Material
                Modification to Rights of Security Holders

            	
               

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

            	
              Party
                requesting material modification

            
	
              5.03

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

            	
               

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

            	
              Depositor

            
	
              5.06

            	
              Change
                in Shell Company Status

            	
               

            
	
              [Not
                applicable to ABS issuers]

            	
              Depositor

            
	
              6.01

            	
              ABS
                Informational and Computational Material

            	
               

            
	
              [Not
                included in reports to be filed under Section 4.07]

            	
              Depositor

            
	
              6.02

            	
              Change
                of Master Servicer or Trustee

            	
               

            
	
              Requires
                disclosure of any removal, replacement, substitution or addition
                of any
                master servicer, affiliated servicer, other servicer servicing 10%
                or more
                of pool assets at time of report, other material servicers, certificate
                administrator or trustee. Reg AB disclosure about any new servicer
                or
                trustee is also required.

            	
              Trustee
                or Master Servicer

            
	
              6.03

            	
              Change
                in Credit Enhancement or Other External Support

            	
               

            
	
              Covers
                termination of any enhancement in manner other than by its terms,
                the
                addition of an enhancement, or a material change in the enhancement
                provided. Applies to external credit enhancements as well as derivatives.
                Reg AB disclosure about any new enhancement provider is also
                required.

            	
              Depositor

            
	
              6.04

            	
              Failure
                to Make a Required Distribution

            	
              Trustee

            
	
              6.05

            	
              Securities
                Act Updating Disclosure

            	
               

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

            	
              Depositor

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

            	
              Depositor

            
	
              7.01

            	
              Regulation
                FD Disclosure

            	
              Depositor

            
	
              8.01

            	
              Other
                Events

            	
               

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

            	
              Depositor

            
	
              9.01

            	
              Financial
                Statements and Exhibits

            	
              The
                Responsible Party applicable to reportable event

            
	
              10-K

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

            
	
              9B

            	
              Other
                Information

            	
               

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

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

            
	
              15

            	
              Exhibits
                and Financial Statement Schedules

            	
               

            
	
              Item
                1112(b) - Significant
                Obligor Financial Information

            	
              N/A

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

              Determining
                applicable disclosure threshold

              Obtaining
                required financial information or effecting incorporation by
                reference

            	
               

              N/A

               

              N/A

            
	
              Item
                1115(b) - Derivative Counterparty Financial Information

              Determining
                current maximum probable exposure

              Determining
                current significance percentage

              Obtaining
                required financial information or effecting incorporation by
                reference

            	
               

              [TBD]

              [TBD]

              Depositor

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

            	
               

            
	
              Seller

              Depositor

              Trustee

              Issuing
                entity

              Master
                Servicer

              Originator
                

              Custodian

            	
              Seller

              Depositor

              Trustee

              Issuing
                entity

              Master
                Servicer

              Originator
                

              Custodian

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

              Seller

              Depositor

              Trustee

               

               

               

               

              Issuing
                entity

              Master
                Servicer

              Originator
                

              Custodian
                

              Credit
                Enhancer/Support Provider, if any

              Significant
                Obligor, if any

            	
               

               

              Seller

              Depositor

              Trustee
                (only with respect to affiliations with the sponsor, depositor or
                issuing
                entity)

              Issuing
                entity

              Master
                Servicer

              Originator
                

              Custodian
                

              Depositor

              Depositor

            
	
              Item
                1122 - Assessment of Compliance with Servicing
                Criteria

            	
              Each
                Party participating in the servicing function

            
	
              Item
                1123 -Servicer Compliance Statement

            	
              Master
                Servicer