Unassociated Document


    NOMURA
      HOME EQUITY LOAN, INC.,

    Depositor

     

     

    NOMURA
      CREDIT & CAPITAL, INC.,

    Sponsor


     

    WELLS
      FARGO BANK, NATIONAL ASSOCIATION,

    Master
      Servicer and Securities Administrator

     

    and

     

    HSBC
      BANK
      USA, NATIONAL ASSOCIATION

    Trustee

    
      	 	 	 


    

    


     

    POOLING
      AND SERVICING AGREEMENT

     

    Dated
      as
      of June 1, 2006

     

    
      	 	 	 


    

    


     

    NOMURA
      HOME EQUITY LOAN, INC.

     

    ASSET-BACKED
      CERTIFICATES, SERIES 2006-WF1

     

    


    



    
      
         

      

      
         

        
          

        

      

      
         

        
        

      

    



    TABLE
      OF CONTENTS

     

    
      	
              ARTICLE
                I 

            	
              DEFINITIONS

            
	
              Section
                1.01

            	
              Defined
                Terms.

            
	
              Section
                1.02

            	
              Allocation
                of Certain Interest Shortfalls.

            
	 	 
	
              ARTICLE
                II 

            	
              CONVEYANCE
                OF TRUST FUND REPRESENTATIONS AND WARRANTIES

            
	
              Section
                2.01

            	
              Conveyance
                of Trust Fund.

            
	
              Section
                2.02

            	
              Acceptance
                of the Mortgage Loans.

            
	
              Section
                2.03

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

            
	
              Section
                2.04

            	
              Representations
                and Warranties of the Depositor.

            
	
              Section
                2.05

            	
              Delivery
                of Opinion of Counsel in Connection with Substitutions and
                Repurchases.

            
	
              Section
                2.06

            	
              Issuance
                of the REMIC I Regular Interests and the Class R
                Certificates.

            
	
              Section
                2.07

            	
              Conveyance
                of the REMIC I Regular Interests; Issuance and Conveyance of the
                REMIC II
                Regular Interests.

            
	
              Section
                2.08

            	
              Issuance
                of Class R Certificates.

            
	
              Section
                2.09

            	
              Establishment
                of Trust.

            
	
              Section
                2.10

            	
              Purpose
                and Powers of the Trust.

            
	 	 
	
              ARTICLE
                III 

            	
              ADMINISTRATION
                AND SERVICING OF THE MORTGAGE LOANS; ACCOUNTS

            
	
              Section
                3.01

            	
              Reserved.

            
	
              Section
                3.02

            	
              Reserved.

            
	
              Section
                3.03

            	
              Reserved.

            
	
              Section
                3.04

            	
              Reserved.

            
	
              Section
                3.05

            	
              Reserved.

            
	
              Section
                3.06

            	
              Reserved.

            
	
              Section
                3.07

            	
              Reserved.

            
	
              Section
                3.08

            	
              Reserved.

            
	
              Section
                3.09

            	
              Reserved.

            
	
              Section
                3.10

            	
              Reserved.

            
	
              Section
                3.11

            	
              Reserved.

            
	
              Section
                3.12

            	
              Reserved.

            
	
              Section
                3.13

            	
              Annual
                Statement as to Compliance.

            
	
              Section
                3.14

            	
              Assessments
                of Compliance and Attestation Reports.

            
	
              Section
                3.15

            	
              Reserved.

            
	
              Section
                3.16

            	
              The
                Trustee.

            
	
              Section
                3.17

            	
              REMIC-Related
                Covenants.

            
	
              Section
                3.18

            	
              Annual
                Sarbanes-Oxley Certification; Additional Information.

            
	
              Section
                3.19

            	
              Release
                of Mortgage Files.

            
	
              Section
                3.20

            	
              Reserved.

            
	
              Section
                3.21

            	
              Reserved.

            
	
              Section
                3.22

            	
              Reserved.

            
	
              Section
                3.23

            	
              UCC.

            
	
              Section
                3.24

            	
              Optional
                Purchase of Defaulted Mortgage Loans.

            
	
              Section
                3.25

            	
              Obligations
                Under Credit Risk Management Agreement.

            
	
              Section
                3.26

            	
              Reserved.

            
	
              Section
                3.27

            	
              Reserved.

            
	
              Section
                3.28

            	
              Reserved.

            
	
              Section
                3.29

            	
              Reserved.

            
	
              Section
                3.30

            	
              Reserved.

            
	
              Section
                3.31

            	
              Distribution
                Account.

            
	
              Section
                3.32

            	
              Permitted
                Withdrawals and Transfers from the Distribution
                Account.

            
	
              Section
                3.33

            	
              Duties
                of the Credit Risk Manager; Termination.

            
	
              Section
                3.34

            	
              Limitation
                Upon Liability of the Credit Risk Manager.

            
	 	 
	
              ARTICLE
                IV 

            	
              ADMINISTRATION
                AND MASTER SERVICING OF THE MORTGAGE LOANS

            
	
              Section
                4.01

            	
              The
                Master Servicer.

            
	
              Section
                4.02

            	
              Monitoring
                of the Servicer.

            
	
              Section
                4.03

            	
              Fidelity
                Bond.

            
	
              Section
                4.04

            	
              Power
                to Act; Procedures.

            
	
              Section
                4.05

            	
              Due-on-Sale
                Clauses; Assumption Agreements.

            
	
              Section
                4.06

            	
              Documents,
                Records and Funds in Possession of Master Servicer To Be Held for
                Trustee.

            
	
              Section
                4.07

            	
              Standard
                Hazard Insurance and Flood Insurance Policies.

            
	
              Section
                4.08

            	
              Presentment
                of Claims and Collection of Proceeds.

            
	
              Section
                4.09

            	
              Maintenance
                of the Primary Mortgage Insurance Policies.

            
	
              Section
                4.10

            	
              Trustee
                to Retain Possession of Certain Insurance Policies and
                Documents.

            
	
              Section
                4.11

            	
              Realization
                Upon Defaulted Loans.

            
	
              Section
                4.12

            	
              Compensation
                for the Master Servicer.

            
	
              Section
                4.13

            	
              REO
                Property.

            
	
              Section
                4.14

            	
              Obligation
                of the Master Servicer in Respect of Prepayment Interest
                Shortfalls.

            
	 	 
	
              ARTICLE
                V 

            	
              ADVANCES
                AND DISTRIBUTIONS

            
	
              Section
                5.01

            	
              Advances.

            
	
              Section
                5.02

            	
              Compensating
                Interest Payments.

            
	
              Section
                5.03

            	
              REMIC
                Distributions.

            
	
              Section
                5.04

            	
              Distributions.

            
	
              Section
                5.05

            	
              Allocation
                of Realized Losses.

            
	
              Section
                5.06

            	
              Monthly
                Statements to Certificateholders.

            
	
              Section
                5.07

            	
              REMIC
                Designations, REMIC I and REMIC II Allocations.

            
	
              Section
                5.08

            	
              Prepayment
                Charges.

            
	
              Section
                5.09

            	
              Class
                P Certificate Account.

            
	
              Section
                5.10

            	
              Basis
                Risk Shortfall Reserve Fund.

            
	
              Section
                5.11

            	
              Supplemental
                Interest Trust.

            
	
              Section
                5.12

            	
              Tax
                Treatment of Swap Payments and Swap Termination
                Payments.

            
	
              Section
                5.13

            	
              Reports
                Filed with Securities and Exchange Commission.

            
	 	 
	
              ARTICLE
                VI 

            	
              THE
                CERTIFICATES

            
	
              Section
                6.01

            	
              The
                Certificates.

            
	
              Section
                6.02

            	
              Certificate
                Register; Registration of Transfer and Exchange of
                Certificates.

            
	
              Section
                6.03

            	
              Mutilated,
                Destroyed, Lost or Stolen Certificates.

            
	
              Section
                6.04

            	
              Persons
                Deemed Owners.

            
	
              Section
                6.05

            	
              Access
                to List of Certificateholders’ Names and Addresses.

            
	
              Section
                6.06

            	
              Book-Entry
                Certificates.

            
	
              Section
                6.07

            	
              Notices
                to Depository.

            
	
              Section
                6.08

            	
              Definitive
                Certificates.

            
	
              Section
                6.09

            	
              Maintenance
                of Office or Agency.

            
	 	 
	
              ARTICLE
                VII 

            	
              THE
                DEPOSITOR AND the Master Servicer

            
	
              Section
                7.01

            	
              Liabilities
                of the Depositor and the Master Servicer.

            
	
              Section
                7.02

            	
              Merger
                or Consolidation of the Depositor or the Master
                Servicer.

            
	
              Section
                7.03

            	
              Indemnification
                of Depositor and Servicing Function Participants.

            
	
              Section
                7.04

            	
              Limitations
                on Liability of the Depositor, the Securities Administrator, the
                Master
                Servicer, the Servicer and Others.

            
	
              Section
                7.05

            	
              Reserved.

            
	
              Section
                7.06

            	
              Appointment
                of Special Servicer; Termination of the Servicer.

            
	
              Section
                7.07

            	
              Limitation
                on Resignation of the Master Servicer.

            
	
              Section
                7.08

            	
              Assignment
                of Master Servicing.

            
	
              Section
                7.09

            	
              Rights
                of the Depositor in Respect of the Master Servicer.

            
	 	 
	
              ARTICLE
                VIII 

            	
              DEFAUlt;
                TERMINATION OF ServiceR AND Master Servicer

            
	
              Section
                8.01

            	
              Events
                of Default.

            
	
              Section
                8.02

            	
              Trustee
                to Act; Appointment of Successor.

            
	
              Section
                8.03

            	
              Notification
                to Certificateholders.

            
	
              Section
                8.04

            	
              Waiver
                of Servicer Defaults and Master Servicer Defaults.

            
	 	 
	
              ARTICLE
                IX 

            	
              CONCERNING
                THE TRUSTEE AND SECURITIES ADMINISTRATOR

            
	
              Section
                9.01

            	
              Duties
                of Trustee and Securities Administrator.

            
	
              Section
                9.02

            	
              Certain
                Matters Affecting the Trustee and Securities
                Administrator.

            
	
              Section
                9.03

            	
              Trustee
                and Securities Administrator not Liable for Certificates or Mortgage
                Loans.

            
	
              Section
                9.04

            	
              Trustee
                and Securities Administrator May Own Certificates.

            
	
              Section
                9.05

            	
              Fees
                and Expenses of Trustee and Securities Administrator.

            
	
              Section
                9.06

            	
              Eligibility
                Requirements for Trustee and Securities Administrator.

            
	
              Section
                9.07

            	
              Resignation
                and Removal of Trustee and Securities Administrator.

            
	
              Section
                9.08

            	
              Successor
                Trustee or Securities Administrator.

            
	
              Section
                9.09

            	
              Merger
                or Consolidation of Trustee or Securities
                Administrator.

            
	
              Section
                9.10

            	
              Appointment
                of Co-Trustee or Separate Trustee.

            
	
              Section
                9.11

            	
              Appointment
                of Office or Agency.

            
	
              Section
                9.12

            	
              Representations
                and Warranties.

            
	
              Section
                9.13

            	
              Tax
                Matters.

            
	 	 
	
              ARTICLE
                X 

            	
              TERMINATION

            
	
              Section
                10.01

            	
              Termination
                upon Liquidation or Repurchase of all Mortgage Loans.

            
	
              Section
                10.02

            	
              Final
                Distribution on the Certificates.

            
	
              Section
                10.03

            	
              Additional
                Termination Requirements.

            
	 	 
	
              ARTICLE
                XI 

            	
              MISCELLANEOUS
                PROVISIONS

            
	
              Section
                11.01

            	
              Amendment.

            
	
              Section
                11.02

            	
              Recordation
                of Agreement; Counterparts.

            
	
              Section
                11.03

            	
              Governing
                Law.

            
	
              Section
                11.04

            	
              Intention
                of Parties.

            
	
              Section
                11.05

            	
              Notices.

            
	
              Section
                11.06

            	
              Severability
                of Provisions.

            
	
              Section
                11.07

            	
              Assignment.

            
	
              Section
                11.08

            	
              Limitation
                on Rights of Certificateholders.

            
	
              Section
                11.09

            	
              Certificates
                Nonassessable and Fully Paid.

            
	
              Section
                11.10

            	
              Third
                Party Beneficiaries.

            
	
              Section
                11.11

            	
              Intention
                of the Parties and Interpretation.

            
	
              Section
                11.12

            	
              Early
                Termination of Swap Agreement.

            


    

    


    


    Exhibits

     

    
      	
              Exhibit
                A-1

            	
              Form
                of Class A-[1][2][3][4] Certificates

            
	
              Exhibit
                A-2

            	
              Form
                of Class M-[1][2][3][4][5][6][7][8][9] Certificates

            
	
              Exhibit
                A-3 

            	
              Form
                of Class B-[1][2] Certificates

            
	
              Exhibit
                A-4

            	
              Form
                of Class X Certificates

            
	
              Exhibit
                A-5

            	
              Form
                of Class P Certificates

            
	
              Exhibit
                A-6

            	
              Form
                of Class R Certificates

            
	
              Exhibit
                B

            	
              Mortgage
                Loan Schedule

            
	
              Exhibit
                C

            	
              Mortgage
                Loan Purchase Agreement

            
	
              Exhibit
                D

            	
              Form
                of Transfer Affidavit

            
	
              Exhibit
                E

            	
              Form
                of Transferor Certificate

            
	
              Exhibit
                F

            	
              Form
                of Investment Letter (Non-Rule 144A)

            
	
              Exhibit
                G

            	
              Form
                of Rule 144A Investment Letter

            
	
              Exhibit
                H

            	
              Form
                of Additional Disclosure Notification

            
	
              Exhibit
                I

            	
              DTC
                Letter of Representations

            
	
              Exhibit
                J

            	
              Schedule
                of Mortgage Loans with Lost Notes

            
	
              Exhibit
                K

            	
              Prepayment
                Charge Schedule

            
	
              Exhibit
                L

            	
              Relevant
                Servicing Criteria

            
	
              Exhibit
                M

            	
              [Reserved]

            
	
              Exhibit
                N

            	
              Reporting
                Responsibility

            
	
              Exhibit
                O

            	
              Appendix
                E of the Standard & Poor's Glossary For File Format For LEVELS®
                Version 5.6 Revised

            
	
              Exhibit
                P

            	
              Interest
                Rate Swap Agreement

            
	
              Exhibit
                Q

            	
              Form
                of Power of Attorney

            
	
              Exhibit
                R

            	
              Assignment,
                Assumption and Recognition Agreement

            
	
              Exhibit
                X-1

            	
              Form
                of Schedule of Default Loan Data

            
	
              Exhibit
                X-2

            	
              Form
                of Schedule of Realized
                Losses/Gains

            


    

    


    


    
      
         

      

      
         

        
          

        

      

      
         

      

    


    POOLING
      AND SERVICING AGREEMENT, dated as of June 1, 2006, among NOMURA HOME EQUITY
      LOAN, INC., a Delaware corporation, as depositor (the “Depositor”), NOMURA
      CREDIT & CAPITAL, INC., a Delaware corporation, as seller (in such capacity,
      the “Sponsor”), WELLS FARGO BANK, NATIONAL ASSOCIATION, a national banking
      association, as master servicer (the “Master Servicer”) and securities
      administrator (the “Securities Administrator”) and HSBC BANK, USA, NATIONAL
      ASSOCIATION, a national banking association, not in its individual capacity,
      but
      solely as trustee (the “Trustee”).

     

    PRELIMINARY
      STATEMENT

     

    The
      Depositor is the owner of the Trust Fund that is hereby conveyed to the Trustee
      in return for the Certificates.

     

    REMIC
      I

     

    As
      provided herein, the Securities Administrator will make an election to treat
      the
      segregated pool of assets consisting of the Trust Fund (exclusive of the Basis
      Risk Shortfall Reserve Fund and, for the avoidance of doubt, the Supplemental
      Interest Trust and the Swap Agreement) as a REMIC for federal income tax
      purposes, and such segregated pool of assets will be designated as “REMIC I”.
      The Class R-I Interest will represent the sole class of “residual interests” in
      REMIC I for purposes of the REMIC Provisions.

     

    The
      following table irrevocably sets forth the designation, the Uncertificated
      REMIC
      I Pass-Through Rate, the initial Uncertificated Principal Balance, and for
      purposes of satisfying Treasury regulation Section 1.860G-1(a)(4)(iii), the
      “latest possible maturity date” for each of the REMIC I Regular Interests. None
      of the REMIC I Regular Interests will be certificated.

     

     

      
        	
                Designation

              	 	
                Uncertificated
                  REMIC I

                Pass-Through
                  Rate

              	 	
                Initial
                  Certificate

                Principal
                  Balance

              	 	
                Assumed
                  Final

                Maturity
                  Date(1)

              
	
                I

              	 	
                (2)

              	 	
                $

              	
                13,712,030.21
                  

              	 	
                March
                  25, 2036

              
	
                I-1-A

              	 	
                (2)

              	 	
                $

              	
                5,307,000.00
                  

              	 	
                March
                  25, 2036

              
	
                I-1-B

              	 	
                (2)

              	 	
                $

              	
                5,307,000.00
                  

              	 	
                March
                  25, 2036

              
	
                I-2-A

              	 	
                (2)

              	 	
                $

              	
                5,782,000.00
                  

              	 	
                March
                  25, 2036

              
	
                I-2-B

              	 	
                (2)

              	 	
                $

              	
                5,782,000.00
                  

              	 	
                March
                  25, 2036

              
	
                I-3-A

              	 	
                (2)

              	 	
                $

              	
                6,236,500.00
                  

              	 	
                March
                  25, 2036

              
	
                I-3-B

              	 	
                (2)

              	 	
                $

              	
                6,236,500.00
                  

              	 	
                March
                  25, 2036

              
	
                I-4-A

              	 	
                (2)

              	 	
                $

              	
                6,670,500.00
                  

              	 	
                March
                  25, 2036

              
	
                I-4-B

              	 	
                (2)

              	 	
                $

              	
                6,670,500.00
                  

              	 	
                March
                  25, 2036

              
	
                I-5-A

              	 	
                (2)

              	 	
                $

              	
                7,082,000.00
                  

              	 	
                March
                  25, 2036

              
	
                I-5-B

              	 	
                (2)

              	 	
                $

              	
                7,082,000.00
                  

              	 	
                March
                  25, 2036

              
	
                I-6-A

              	 	
                (2)

              	 	
                $

              	
                7,467,000.00
                  

              	 	
                March
                  25, 2036

              
	
                I-6-B

              	 	
                (2)

              	 	
                $

              	
                7,467,000.00
                  

              	 	
                March
                  25, 2036

              
	
                I-7-A

              	 	
                (2)

              	 	
                $

              	
                7,819,000.00
                  

              	 	
                March
                  25, 2036

              
	
                I-7-B

              	 	
                (2)

              	 	
                $

              	
                7,819,000.00
                  

              	 	
                March
                  25, 2036

              
	
                I-8-A

              	 	
                (2)

              	 	
                $

              	
                7,595,000.00
                  

              	 	
                March
                  25, 2036

              
	
                I-8-B

              	 	
                (2)

              	 	
                $

              	
                7,595,000.00
                  

              	 	
                March
                  25, 2036

              
	
                I-9-A

              	 	
                (2)

              	 	
                $

              	
                7,376,500.00
                  

              	 	
                March
                  25, 2036

              
	
                I-9-B

              	 	
                (2)

              	 	
                $

              	
                7,376,500.00
                  

              	 	
                March
                  25, 2036

              
	
                I-10-A

              	 	
                (2)

              	 	
                $

              	
                7,165,500.00
                  

              	 	
                March
                  25, 2036

              
	
                I-10-B

              	 	
                (2)

              	 	
                $

              	
                7,165,500.00
                  

              	 	
                March
                  25, 2036

              
	
                I-11-A

              	 	
                (2)

              	 	
                $

              	
                6,960,000.00
                  

              	 	
                March
                  25, 2036

              
	
                I-11-B

              	 	
                (2)

              	 	
                $

              	
                6,960,000.00
                  

              	 	
                March
                  25, 2036

              
	
                I-12-A

              	 	
                (2)

              	 	
                $

              	
                6,760,500.00
                  

              	 	
                March
                  25, 2036

              
	
                I-12-B

              	 	
                (2)

              	 	
                $

              	
                6,760,500.00
                  

              	 	
                March
                  25, 2036

              
	
                I-13-A

              	 	
                (2)

              	 	
                $

              	
                6,566,500.00
                  

              	 	
                March
                  25, 2036

              
	
                I-13-B

              	 	
                (2)

              	 	
                $

              	
                6,566,500.00
                  

              	 	
                March
                  25, 2036

              
	
                I-14-A

              	 	
                (2)

              	 	
                $

              	
                6,378,500.00
                  

              	 	
                March
                  25, 2036

              
	
                I-14-B

              	 	
                (2)

              	 	
                $

              	
                6,378,500.00
                  

              	 	
                March
                  25, 2036

              
	
                I-15-A

              	 	
                (2)

              	 	
                $

              	
                6,195,500.00
                  

              	 	
                March
                  25, 2036

              
	
                I-15-B

              	 	
                (2)

              	 	
                $

              	
                6,195,500.00
                  

              	 	
                March
                  25, 2036

              
	
                I-16-A

              	 	
                (2)

              	 	
                $

              	
                6,018,000.00
                  

              	 	
                March
                  25, 2036

              
	
                I-16-B

              	 	
                (2)

              	 	
                $

              	
                6,018,000.00
                  

              	 	
                March
                  25, 2036

              
	
                I-17-A

              	 	
                (2)

              	 	
                $

              	
                5,845,500.00
                  

              	 	
                March
                  25, 2036

              
	
                I-17-B

              	 	
                (2)

              	 	
                $

              	
                5,845,500.00
                  

              	 	
                March
                  25, 2036

              
	
                I-18-A

              	 	
                (2)

              	 	
                $

              	
                5,735,000.00
                  

              	 	
                March
                  25, 2036

              
	
                I-18-B

              	 	
                (2)

              	 	
                $

              	
                5,735,000.00
                  

              	 	
                March
                  25, 2036

              
	
                I-19-A

              	 	
                (2)

              	 	
                $

              	
                138,024,500.00
                  

              	 	
                March
                  25, 2036

              
	
                I-19-B

              	 	
                (2)

              	 	
                $

              	
                138,024,500.00
                  

              	 	
                March
                  25, 2036

              
	
                I-20-A

              	 	
                (2)

              	 	
                $

              	
                1,336,000.00
                  

              	 	
                March
                  25, 2036

              
	
                I-20-B

              	 	
                (2)

              	 	
                $

              	
                1,336,000.00
                  

              	 	
                March
                  25, 2036

              
	
                I-21-A

              	 	
                (2)

              	 	
                $

              	
                1,292,000.00
                  

              	 	
                March
                  25, 2036

              
	
                I-21-B

              	 	
                (2)

              	 	
                $

              	
                1,292,000.00
                  

              	 	
                March
                  25, 2036

              
	
                I-22-A

              	 	
                (2)

              	 	
                $

              	
                1,250,500.00
                  

              	 	
                March
                  25, 2036

              
	
                I-22-B

              	 	
                (2)

              	 	
                $

              	
                1,250,500.00
                  

              	 	
                March
                  25, 2036

              
	
                I-23-A

              	 	
                (2)

              	 	
                $

              	
                1,211,000.00
                  

              	 	
                March
                  25, 2036

              
	
                I-23-B

              	 	
                (2)

              	 	
                $

              	
                1,211,000.00
                  

              	 	
                March
                  25, 2036

              
	
                I-24-A

              	 	
                (2)

              	 	
                $

              	
                1,080,000.00
                  

              	 	
                March
                  25, 2036

              
	
                I-24-B

              	 	
                (2)

              	 	
                $

              	
                1,080,000.00
                  

              	 	
                March
                  25, 2036

              
	
                I-25-A

              	 	
                (2)

              	 	
                $

              	
                1,052,500.00
                  

              	 	
                March
                  25, 2036

              
	
                I-25-B

              	 	
                (2)

              	 	
                $

              	
                1,052,500.00
                  

              	 	
                March
                  25, 2036

              
	
                I-26-A

              	 	
                (2)

              	 	
                $

              	
                1,025,500.00
                  

              	 	
                March
                  25, 2036

              
	
                I-26-B

              	 	
                (2)

              	 	
                $

              	
                1,025,500.00
                  

              	 	
                March
                  25, 2036

              
	
                I-27-A

              	 	
                (2)

              	 	
                $

              	
                999,500.00
                  

              	 	
                March
                  25, 2036

              
	
                I-27-B

              	 	
                (2)

              	 	
                $

              	
                999,500.00
                  

              	 	
                March
                  25, 2036

              
	
                I-28-A

              	 	
                (2)

              	 	
                $

              	
                974,000.00
                  

              	 	
                March
                  25, 2036

              
	
                I-28-B

              	 	
                (2)

              	 	
                $

              	
                974,000.00
                  

              	 	
                March
                  25, 2036

              
	
                I-29-A

              	 	
                (2)

              	 	
                $

              	
                949,500.00
                  

              	 	
                March
                  25, 2036

              
	
                I-29-B

              	 	
                (2)

              	 	
                $

              	
                949,500.00
                  

              	 	
                March
                  25, 2036

              
	
                I-30-A

              	 	
                (2)

              	 	
                $

              	
                925,000.00
                  

              	 	
                March
                  25, 2036

              
	
                I-30-B

              	 	
                (2)

              	 	
                $

              	
                925,000.00
                  

              	 	
                March
                  25, 2036

              
	
                I-31-A

              	 	
                (2)

              	 	
                $

              	
                3,274,000.00
                  

              	 	
                March
                  25, 2036

              
	
                I-31-B

              	 	
                (2)

              	 	
                $

              	
                3,274,000.00
                  

              	 	
                March
                  25, 2036

              
	
                I-32-A

              	 	
                (2)

              	 	
                $

              	
                793,500.00
                  

              	 	
                March
                  25, 2036

              
	
                I-32-B

              	 	
                (2)

              	 	
                $

              	
                793,500.00
                  

              	 	
                March
                  25, 2036

              
	
                I-33-A

              	 	
                (2)

              	 	
                $

              	
                774,500.00
                  

              	 	
                March
                  25, 2036

              
	
                I-33-B

              	 	
                (2)

              	 	
                $

              	
                774,500.00
                  

              	 	
                March
                  25, 2036

              
	
                I-34-A

              	 	
                (2)

              	 	
                $

              	
                755,500.00
                  

              	 	
                March
                  25, 2036

              
	
                I-34-B

              	 	
                (2)

              	 	
                $

              	
                755,500.00
                  

              	 	
                March
                  25, 2036

              
	
                I-35-A

              	 	
                (2)

              	 	
                $

              	
                737,000.00
                  

              	 	
                March
                  25, 2036

              
	
                I-35-B

              	 	
                (2)

              	 	
                $

              	
                737,000.00
                  

              	 	
                March
                  25, 2036

              
	
                I-36-A

              	 	
                (2)

              	 	
                $

              	
                719,000.00
                  

              	 	
                March
                  25, 2036

              
	
                I-36-B

              	 	
                (2)

              	 	
                $

              	
                719,000.00
                  

              	 	
                March
                  25, 2036

              
	
                I-37-A

              	 	
                (2)

              	 	
                $

              	
                702,000.00
                  

              	 	
                March
                  25, 2036

              
	
                I-37-B

              	 	
                (2)

              	 	
                $

              	
                702,000.00
                  

              	 	
                March
                  25, 2036

              
	
                I-38-A

              	 	
                (2)

              	 	
                $

              	
                684,500.00
                  

              	 	
                March
                  25, 2036

              
	
                I-38-B

              	 	
                (2)

              	 	
                $

              	
                684,500.00
                  

              	 	
                March
                  25, 2036

              
	
                I-39-A

              	 	
                (2)

              	 	
                $

              	
                668,000.00
                  

              	 	
                March
                  25, 2036

              
	
                I-39-B

              	 	
                (2)

              	 	
                $

              	
                668,000.00
                  

              	 	
                March
                  25, 2036

              
	
                I-40-A

              	 	
                (2)

              	 	
                $

              	
                651,500.00
                  

              	 	
                March
                  25, 2036

              
	
                I-40-B

              	 	
                (2)

              	 	
                $

              	
                651,500.00
                  

              	 	
                March
                  25, 2036

              
	
                I-41-A

              	 	
                (2)

              	 	
                $

              	
                636,000.00
                  

              	 	
                March
                  25, 2036

              
	
                I-41-B

              	 	
                (2)

              	 	
                $

              	
                636,000.00
                  

              	 	
                March
                  25, 2036

              
	
                I-42-A

              	 	
                (2)

              	 	
                $

              	
                620,500.00
                  

              	 	
                March
                  25, 2036

              
	
                I-42-B

              	 	
                (2)

              	 	
                $

              	
                620,500.00
                  

              	 	
                March
                  25, 2036

              
	
                I-43-A

              	 	
                (2)

              	 	
                $

              	
                605,000.00
                  

              	 	
                March
                  25, 2036

              
	
                I-43-B

              	 	
                (2)

              	 	
                $

              	
                605,000.00
                  

              	 	
                March
                  25, 2036

              
	
                I-44-A

              	 	
                (2)

              	 	
                $

              	
                591,000.00
                  

              	 	
                March
                  25, 2036

              
	
                I-44-B

              	 	
                (2)

              	 	
                $

              	
                591,000.00
                  

              	 	
                March
                  25, 2036

              
	
                I-45-A

              	 	
                (2)

              	 	
                $

              	
                576,000.00
                  

              	 	
                March
                  25, 2036

              
	
                I-45-B

              	 	
                (2)

              	 	
                $

              	
                576,000.00
                  

              	 	
                March
                  25, 2036

              
	
                I-46-A

              	 	
                (2)

              	 	
                $

              	
                562,000.00
                  

              	 	
                March
                  25, 2036

              
	
                I-46-B

              	 	
                (2)

              	 	
                $

              	
                562,000.00
                  

              	 	
                March
                  25, 2036

              
	
                I-47-A

              	 	
                (2)

              	 	
                $

              	
                548,500.00
                  

              	 	
                March
                  25, 2036

              
	
                I-47-B

              	 	
                (2)

              	 	
                $

              	
                548,500.00
                  

              	 	
                March
                  25, 2036

              
	
                I-48-A

              	 	
                (2)

              	 	
                $

              	
                535,000.00
                  

              	 	
                March
                  25, 2036

              
	
                I-48-B

              	 	
                (2)

              	 	
                $

              	
                535,000.00
                  

              	 	
                March
                  25, 2036

              
	
                I-49-A

              	 	
                (2)

              	 	
                $

              	
                522,000.00
                  

              	 	
                March
                  25, 2036

              
	
                I-49-B

              	 	
                (2)

              	 	
                $

              	
                522,000.00
                  

              	 	
                March
                  25, 2036

              
	
                I-50-A

              	 	
                (2)

              	 	
                $

              	
                509,000.00
                  

              	 	
                March
                  25, 2036

              
	
                I-50-B

              	 	
                (2)

              	 	
                $

              	
                509,000.00
                  

              	 	
                March
                  25, 2036

              
	
                I-51-A

              	 	
                (2)

              	 	
                $

              	
                497,000.00
                  

              	 	
                March
                  25, 2036

              
	
                I-51-B

              	 	
                (2)

              	 	
                $

              	
                497,000.00
                  

              	 	
                March
                  25, 2036

              
	
                I-52-A

              	 	
                (2)

              	 	
                $

              	
                484,500.00
                  

              	 	
                March
                  25, 2036

              
	
                I-52-B

              	 	
                (2)

              	 	
                $

              	
                484,500.00
                  

              	 	
                March
                  25, 2036

              
	
                I-53-A

              	 	
                (2)

              	 	
                $

              	
                473,000.00
                  

              	 	
                March
                  25, 2036

              
	
                I-53-B

              	 	
                (2)

              	 	
                $

              	
                473,000.00
                  

              	 	
                March
                  25, 2036

              
	
                I-54-A

              	 	
                (2)

              	 	
                $

              	
                462,000.00
                  

              	 	
                March
                  25, 2036

              
	
                I-54-B

              	 	
                (2)

              	 	
                $

              	
                462,000.00
                  

              	 	
                March
                  25, 2036

              
	
                I-55-A

              	 	
                (2)

              	 	
                $

              	
                450,000.00
                  

              	 	
                March
                  25, 2036

              
	
                I-55-B

              	 	
                (2)

              	 	
                $

              	
                450,000.00
                  

              	 	
                March
                  25, 2036

              
	
                I-56-A

              	 	
                (2)

              	 	
                $

              	
                439,500.00
                  

              	 	
                March
                  25, 2036

              
	
                I-56-B

              	 	
                (2)

              	 	
                $

              	
                439,500.00
                  

              	 	
                March
                  25, 2036

              
	
                I-57-A

              	 	
                (2)

              	 	
                $

              	
                429,000.00
                  

              	 	
                March
                  25, 2036

              
	
                I-57-B

              	 	
                (2)

              	 	
                $

              	
                429,000.00
                  

              	 	
                March
                  25, 2036

              
	
                I-58-A

              	 	
                (2)

              	 	
                $

              	
                418,000.00
                  

              	 	
                March
                  25, 2036

              
	
                I-58-B

              	 	
                (2)

              	 	
                $

              	
                418,000.00
                  

              	 	
                March
                  25, 2036

              
	
                I-59-A

              	 	
                (2)

              	 	
                $

              	
                408,000.00
                  

              	 	
                March
                  25, 2036

              
	
                I-59-B

              	 	
                (2)

              	 	
                $

              	
                408,000.00
                  

              	 	
                March
                  25, 2036

              
	
                I-60-A

              	 	
                (2)

              	 	
                $

              	
                16,020,000.00
                  

              	 	
                March
                  25, 2036

              
	
                I-60-B

              	 	
                (2)

              	 	
                $

              	
                16,020,000.00
                  

              	 	
                March
                  25, 2036

              
	
                P

              	 	
                (3)

              	 	
                $

              	
                100.00
                  

              	 	
                March
                  25, 2036

              


      

    

    ___________________

    
      	
              (1)

            	
              For
                purposes of Section 1.860G-1(a)(4)(iii) of the Treasury regulations,
                the
                Distribution Date in the month following the maturity date for the
                Mortgage Loan with the latest maturity date has been designated as
                the
                “latest possible maturity date” for each REMIC I Regular
                Interest.

            
	
              (2)

            	
              Calculated
                in accordance with the definition of “Uncertificated REMIC I Pass-Through
                Rate” herein.

            
	
              (3)

            	
              The
                REMIC I Regular Interest LT-P will not be entitled to distributions
                of
                interest.

            


    

    



    
      
         

      

      
         

        
          

        

      

      
         

      

    


    REMIC
      II

     

    As
      provided herein, the Securities Administrator will make an election to treat
      the
      segregated pool of assets consisting of the REMIC I Regular Interest) for
      federal income tax purposes, and such segregated pool of assets will be
      designated as “REMIC II.” The R-II Interest will represent the sole class of
“residual interests” in REMIC II for purposes of the REMIC Provisions. The
      following table irrevocably sets forth the designation, the Uncertificated
      REMIC
      II Pass-Through Rate, the Initial Uncertificated Principal Balance, and for
      purposes of satisfying Treasury regulation Section 1.860G-1(a)(4)(iii), the
“latest possible maturity date” for each of the REMIC II Regular Interests. None
      of the REMIC II Regular Interests will be certificated.

     

    
      	
              Designation

            	 	
              Initial
                Uncertificated

              Principal
                Balance

            	 	
              Uncertificated

              REMIC
                II

              Pass-Through
                Rate

            	 	
              Assumed
                Final 

              Distribution
                Date(1)

            
	
              LT-AA

            	 	
              $

            	
              610,504,749.61

            	 	
              (2)

            	 	
              March
                25, 2036

            
	
              LT-A1

            	 	
              $

            	
              3,168,810.00

            	 	
              (2)

            	 	
              March
                25, 2036

            
	
              LT-A2

            	 	
              $

            	
              408,070.00

            	 	
              (2)

            	 	
              March
                25, 2036

            
	
              LT-A3

            	 	
              $

            	
              933,570.00

            	 	
              (2)

            	 	
              March
                25, 2036

            
	
              LT-A4

            	 	
              $

            	
              460,800.00

            	 	
              (2)

            	 	
              March
                25, 2036

            
	
              LT-M1

            	 	
              $

            	
              211,800.00

            	 	
              (2)

            	 	
              March
                25, 2036

            
	
              LT-M2

            	 	
              $

            	
              196,230.00

            	 	
              (2)

            	 	
              March
                25, 2036

            
	
              LT-M3

            	 	
              $

            	
              115,240.00

            	 	
              (2)

            	 	
              March
                25, 2036

            
	
              LT-M4

            	 	
              $

            	
              102,780.00

            	 	
              (2)

            	 	
              March
                25, 2036

            
	
              LT-M5

            	 	
              $

            	
              93,440.00

            	 	
              (2)

            	 	
              March
                25, 2036

            
	
              LT-M6

            	 	
              $

            	
              90,320.00

            	 	
              (2)

            	 	
              March
                25, 2036

            
	
              LT-M7

            	 	
              $

            	
              87,210.00

            	 	
              (2)

            	 	
              March
                25, 2036

            
	
              LT-M8

            	 	
              $

            	
              71,640.00

            	 	
              (2)

            	 	
              March
                25, 2036

            
	
              LT-M9

            	 	
              $

            	
              46,720.00

            	 	
              (2)

            	 	
              March
                25, 2036

            
	
              LT-B1

            	 	
              $

            	
              49,830.00

            	 	
              (2)

            	 	
              March
                25, 2036

            
	
              LT-B2

            	 	
              $

            	
              56,060.00

            	 	
              (2)

            	 	
              March
                25, 2036

            
	
              LT-ZZ

            	 	
              $

            	
              6,366,760.60

            	 	
              (2)

            	 	
              March
                25, 2036

            
	
              LT-IO

            	 	 	
              (4)

            	 	
              (2)

            	 	
              March
                25, 2036

            
	
              LT-P

            	 	
              $

            	
              100.00

            	 	
              (3)

            	 	
              March
                25, 2036

            


    

    ___________________

    
      	
              (1)

            	
              For
                purposes of Section 1.860G-1(a)(4)(iii) of the Treasury regulations,
                the Distribution Date in the month following the maturity date for
                the
                Mortgage Loan with the latest maturity date has been designated as
                the
                “latest possible maturity date” for each REMIC II Regular
                Interest.

            
	
              (2)

            	
              Calculated
                in accordance with the definition of “Uncertificated REMIC II Pass-Through
                Rate” herein.

            
	
              (3)

            	
              The
                REMIC II Regular Interest LT-P will not be entitled to distributions
                of
                interest.

            
	
              (4)

            	
              REMIC
                II Regular Interest LT-IO will not have an Uncertificated Principal
                Balance, but will accrue interest on its Uncertificated Notional
                Amount,
                as defined herein.

            


    

    REMIC
      III

     

    As
      provided herein, the Securities Administrator will make an election to treat
      the
      segregated pool of assets consisting of the REMIC II Regular Interests as a
      REMIC for federal income tax purposes, and such segregated pool of assets will
      be designated as “REMIC III”. The R-III Interest will represent the sole class
      of “residual interests” in REMIC III for purposes of the REMIC Provisions. The
      following table irrevocably sets forth the Class designation, Pass-Through
      Rate
      and Initial Certificate Principal Balance for each Class of Certificates that
      represents one or more of the “regular interests” in REMIC III created
      hereunder:

     

    
      	
              Class
                Designation

            	 	
              Initial
                Certificate

              Principal
                Balance

            	 	
              Pass-Through
                Rate

            	 	
              Assumed
                Final

              Distribution
                Date(1)

            
	
              Class
                A-1

            	 	
              $

            	
              316,881,000.00

            	 	
              Class
                A-1 Pass Through Rate

            	 	
              March
                25, 2036

            
	
              Class
                A-2

            	 	
              $

            	
              40,807,000.00

            	 	
              Class
                A-2 Pass Through Rate

            	 	
              March
                25, 2036

            
	
              Class
                A-3

            	 	
              $

            	
              93,357,000.00

            	 	
              Class
                A-3 Pass Through Rate

            	 	
              March
                25, 2036

            
	
              Class
                A-4

            	 	
              $

            	
              46,080,000.00

            	 	
              Class
                A-4 Pass Through Rate

            	 	
              March
                25, 2036

            
	
              Class
                M-1

            	 	
              $

            	
              21,180,000.00

            	 	
              Class
                M-1 Pass Through Rate

            	 	
              March
                25, 2036

            
	
              Class
                M-2

            	 	
              $

            	
              19,623,000.00

            	 	
              Class
                M-2 Pass Through Rate

            	 	
              March
                25, 2036

            
	
              Class
                M-3

            	 	
              $

            	
              11,524,000.00

            	 	
              Class
                M-3 Pass Through Rate

            	 	
              March
                25, 2036

            
	
              Class
                M-4

            	 	
              $

            	
              10,278,000.00

            	 	
              Class
                M-4 Pass Through Rate

            	 	
              March
                25, 2036

            
	
              Class
                M-5

            	 	
              $

            	
              9,344,000.00

            	 	
              Class
                M-5 Pass Through Rate

            	 	
              March
                25, 2036

            
	
              Class
                M-6

            	 	
              $

            	
              9,032,000.00

            	 	
              Class
                M-6 Pass Through Rate

            	 	
              March
                25, 2036

            
	
              Class
                M-7

            	 	
              $

            	
              8,721,000.00

            	 	
              Class
                M-7 Pass-Through Rate

            	 	
              March
                25, 2036

            
	
              Class
                M-8

            	 	
              $

            	
              7,164,000.00

            	 	
              Class
                M-8 Pass Through Rate

            	 	
              March
                25, 2036

            
	
              Class
                M-9

            	 	
              $

            	
              4,672,000.00

            	 	
              Class
                M-9 Pass Through Rate

            	 	
              March
                25, 2036

            
	
              Class
                B-1

            	 	
              $

            	
              4,983,000.00

            	 	
              Class
                B-1 Pass Through Rate

            	 	
              March
                25, 2036

            
	
              Class
                B-2

            	 	
              $

            	
              5,606,000.00

            	 	
              Class
                B-2 Pass Through Rate

            	 	
              March
                25, 2036

            
	
              Class
                X(2)

            	 	
              $

            	
              13,712,030.21

            	 	
              Class
                X Pass Through Rate

            	 	
              March
                25, 2036

            
	
              Class
                P

            	 	
              $

            	
              100.00

            	 	
              N/A(3)

            	 	
              March
                25, 2036

            
	
              Class
                IO Interest

            	 	 	
              (4)

            	 	
              (5)

            	 	
              March
                25, 2036

            


    

    ___________________

    
      	
              (1)

            	
              For
                purposes of Section 1.860G-1(a)(4)(iii) of the Treasury regulations,
                the Distribution Date in the second month following the maturity
                date for
                the Mortgage Loan with the latest maturity date has been designated
                as the
                “latest possible maturity date” for each Class of
                Certificates.

            
	
              (2)

            	
              The
                Class X Certificates will not accrue interest on their Certificate
                Principal Balance, but will accrue interest at the Class X Pass-Through
                Rate on the Certificate Notional Balance of the Class X Certificates
                outstanding from time to time which shall equal the aggregate of
                the
                Uncertificated Principal Balances of the REMIC II Regular Interests
                (other
                than REMIC II Regular Interest LT-P). 

            
	
              (3)

            	
              The
                Class P Certificates will not be entitled to distributions of
                interest.

            
	
              (4)

            	
              For
                federal income tax purposes, the Class IO Interest will not have
                a
                Pass-Through Rate, but will be entitled to 100% of the amounts distributed
                on REMIC II Regular Interest LT-IO. 

            
	
              (5)

            	
              For
                federal income tax purposes, the Class IO Interest will not have
                an
                Uncertificated Principal Balance, but will have a notional amount
                equal to
                the Uncertificated Notional Amount of REMIC II Regular Interest
                IO.

            


    

    


    



    
      
         

      

      
         

        
          

        

      

      
         

      

    


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

     

    ARTICLE
      I

     

    DEFINITIONS

     

    Section
      1.01  Defined
      Terms.

     

    In
      addition to those terms defined in Section 1.02, whenever used in this
      Agreement, the following words and phrases, unless the context otherwise
      requires, shall have the following meanings:

     

    Accepted
      Master Servicing Practices:
      With
      respect to any Mortgage Loan, as applicable, either (x) those customary mortgage
      master servicing practices of prudent mortgage servicing institutions that
      master service mortgage loans of the same type and quality as such Mortgage
      Loan
      in the jurisdiction where the related Mortgaged Property is located, to the
      extent applicable to the Master Servicer, or (y) as provided in
      Section 3.01 hereof, but in no event below the standard set forth in clause
      (x).

     

    Account:
      Either
      the Distribution Account or the Protected Account.

     

    Accrual
      Period:
      With
      respect to the Senior Certificates, the Subordinate Certificates and the Class
      X
      Certificates and any Distribution Date, the period commencing on the immediately
      preceding Distribution Date (or with respect to the first Accrual Period, the
      Closing Date) and ending on the day immediately preceding the related
      Distribution Date. All calculations of interest on the Senior Certificates
      and
      Subordinate Certificates will be based on a 360-day year and the actual number
      of days elapsed in the related Accrual Period. All calculations of interest
      on
      the Class X Certificates, REMIC I Regular Interests and REMIC II Regular
      Interests will be based on a 360-day year consisting of twelve 30-day
      months.

     

    Additional
      Form 10-D Disclosure:
      Has the
      meaning set forth in Section 5.13(a) of this Agreement.

     

    Additional
      Form 10-K Disclosure:
      Has the
      meaning set forth in Section 5.13(d) of this Agreement.

     

    Additional
      Servicer:
      Shall
      mean each affiliate of each Servicer that Services any of the Mortgage Loans
      and
      each Person who is not an affiliate of any Servicer, who services 10% or more
      of
      the Mortgage Loans. For clarification purposes, the Master Servicer and the
      Securities Administrator are Additional Servicers.

     

    Adjustment
      Date:
      With
      respect to each adjustable rate Mortgage Loan, the first day of the month in
      which the Mortgage Rate of such Mortgage Loan changes pursuant to the related
      Mortgage Note. The first Adjustment Date following the Cut-Off Date as to each
      adjustable rate Mortgage Loan is set forth in the Loan Schedule.

     

    Advance:
      Either
      (i) a Monthly Advance made by the Servicer as such term is defined in and
      pursuant to the Servicing Agreement or (ii) an advance made by the Trustee
      pursuant to Section 5.01.

     

    Affected
      Party:
      As
      defined in the Swap Agreement.

     

    Agreement:
      This
      Pooling and Servicing Agreement and any and all amendments or supplements hereto
      made in accordance with the terms herein.

     

    Aggregate
      Loan Balance:
      With
      respect to the Mortgage Loans and any Distribution Date, the aggregate of the
      Stated Principal Balances of the Mortgage Loans as of the last day of the
      related Due Period.

     

    Applied
      Loss Amount:
      With
      respect to the Publicly Offered Certificates and the Class B Certificates and
      any Distribution Date, the excess of the aggregate Certificate Principal Balance
      of the Publicly Offered Certificates and the Class B Certificates over the
      Aggregate Loan Balance of the Mortgage Loans after giving effect to all Realized
      Losses incurred with respect to the Mortgage Loans during the related Due Period
      and payments of principal to the Publicly Offered Certificates and Class B
      Certificates on such Distribution Date.

     

    Appraised
      Value:
      With
      respect to any Mortgage Loan originated in connection with a refinancing, the
      appraised value of the Mortgaged Property based upon the appraisal made at
      the
      time of such refinancing or, with respect to any other Mortgage Loan, the lesser
      of (x) the appraised value of the Mortgaged Property based upon the appraisal
      made by a fee appraiser at the time of the origination of the Mortgage Loan,
      and
      (y) the sales price of the Mortgaged Property at the time of such
      origination.

     

    Assignment
      Agreement:
      Shall
      mean the Assignment, Assumption and Recognition Agreement, dated as of June
      30,
      2006, among the Sponsor, the Depositor and the Servicer, pursuant to which
      the
      Servicing Agreement was assigned to the Depositor, a copy of which is attached
      hereto as Exhibit R.

     

    Assumed
      Final Distribution Date:
      The
      Distribution Date in March 2036.

     

    Authorized
      Servicer Representative:
      Any
      officer of the Servicer involved in, or responsible for, the administration
      and
      servicing of the Mortgage Loans whose name and facsimile signature appear on
      a
      list of servicing officers furnished to the Trustee and the Master Servicer
      by
      the Servicer on the Closing Date, as such list may from time to time be
      amended.

     

    Available
      Distribution Amount:
      The sum
      of the Interest Remittance Amount and Principal Remittance Amount, exclusive
      of
      amounts pursuant to Section 5.04.

     

    Balloon
      Mortgage Loan:
      A
      Mortgage Loan that provides for the payment of the unamortized principal balance
      of such Mortgage Loan in a single payment, that is substantially greater than
      the preceding monthly payment at the maturity of such Mortgage
      Loan.

     

    Balloon
      Payment:
      A
      payment of the unamortized principal balance of a Mortgage Loan in a single
      payment, that is substantially greater than the preceding Monthly Payment at
      the
      maturity of such Mortgage Loan.

     

    Bankruptcy
      Code:
      Title
      11 of the United States Code.

     

    Basis
      Risk Shortfall Reserve Fund:
      The
      segregated non-interest bearing trust account created and maintained by the
      Securities Administrator pursuant to Section 5.10 hereof.

     

    Basis
      Risk Shortfall:
      With
      respect to any Class of Senior Certificates or Subordinate Certificates and
      any
      Distribution Date, the sum of (i) the excess, if any, of the related Current
      Interest (calculated without regard to the Net Funds Cap) over the related
      Current Interest (as it may have been limited by the Net Funds Cap) for the
      applicable Distribution Date; (ii) any amount described in clause (i) remaining
      unpaid from prior Distribution Dates; and (iii) interest on the amount in clause
      (ii) for the related Accrual Period calculated on the basis of the lesser of
      (x)
      One Month LIBOR plus the applicable Certificate Margin and (y) the applicable
      Maximum Interest Rate.

     

    Book-Entry
      Certificates:
      Any of
      the Certificates that shall be registered in the name of the Depository or
      its
      nominee, the ownership of which is reflected on the books of the Depository
      or
      on the books of a person maintaining an account with the Depository (directly,
      as a “Depository Participant”, or indirectly, as an indirect participant in
      accordance with the rules of the Depository and as described in
      Section 6.06). As of the Closing Date, each Class of Senior Certificates
      and Subordinate Certificates constitutes a Class of Book-Entry
      Certificates.

     

    Business
      Day:
      Any day
      other than (i) a Saturday or a Sunday, or (ii) a day on which banking
      institutions in the State of New York, the State of Delaware, the State of
      Maryland, the State of Minnesota, the city in which any Corporate Trust Office
      of the Securities Administrator is located or the States in which the Servicer’s
      servicing operations are located are authorized or obligated by law or executive
      order to be closed.

     

    Carryforward
      Interest:
      With
      respect to any Class of Publicly Offered Certificates and any Class of Class
      B
      Certificates and any Distribution Date, the sum of (i) the amount, if any,
      by
      which (x) the sum of (A) Current Interest for that Class of Certificates for
      the
      immediately preceding Distribution Date and (B) any unpaid Carryforward Interest
      for such Class from previous Distribution Dates exceeds (y) the actual amount
      distributed on such Class in respect of interest on the immediately preceding
      Distribution Date and (ii) interest on such amount for the related Accrual
      Period at the applicable Pass-Through Rate.

     

    Certificate:
      Any one
      of the certificates of any Class executed and authenticated by the Securities
      Administrator in substantially the forms attached hereto as Exhibits A-1 through
      A-6.

     

    Certificate
      Margin:
      With
      respect to each Distribution Date on or prior to the first possible Optional
      Termination Date with respect to the Mortgage Loans, the Certificate Margins
      for
      the Class A-1, Class A-2, Class A-3, Class A-4, Class M-1, Class M-2, Class
      M-3,
      Class M-4, Class M-5, Class M-6, Class M-7, Class M-8, Class M-9, Class B-1
      and
      Class B-2 Certificates are 0.065%, 0.100%, 0.140%, 0.240%, 0.270%, 0.290%,
      0.320%, 0.370%, 0.390%, 0.460%, 0.900%, 1.000%, 1.850%, 2.500% and 2.500%,
      respectively. With respect to each Distribution Date following the first
      possible optional termination date with respect to the Mortgage Loans, the
      Certificate Margins for the Class A-1, Class A-2, Class A-3, Class A-4, Class
      M-1, Class M-2, Class M-3, Class M-4, Class M-5, Class M-6, Class M-7, Class
      M-8, Class M-9, Class B-1 and Class B-2 Certificates are 0.130%, 0.200%, 0.280%,
      0.480%, 0.405%, 0.435%, 0.480%, 0.555%, 0.585%, 0.690%, 1.350%, 1.500%, 2.775%,
      3.750% and 3.750%, respectively.

     

    Certificate
      Notional Balance:
      With
      respect to the Class X Certificates and any Distribution Date, the
      Uncertificated Principal Balance of the REMIC II Regular Interests (other than
      REMIC II Regular Interest LT-P) for such Distribution Date. As of the Closing
      Date, the Certificate Notional Balance of the Class X Certificates is equal
      to
      $622,964,030.21.

     

    Certificate
      Owner:
      With
      respect to a Book-Entry Certificate, the Person that is the beneficial owner
      of
      such Book-Entry Certificate.

     

    Certificate
      Principal Balance:
      As to
      any Publicly Offered Certificate, Class B Certificate or Class P Certificate
      and
      as of any Distribution Date, the Initial Certificate Principal Balance of such
      Certificate plus any Subsequent Recoveries added to the Certificate Principal
      Balance pursuant to Section 5.05(f) less (i) the sum of (a) all amounts
      distributed with respect to such Certificate in reduction of the Certificate
      Principal Balance thereof on previous Distribution Dates pursuant to
      Section 5.04 and (b) with respect to any Class of Subordinate Certificates,
      any reductions in the Certificate Principal Balance of such Certificate deemed
      to have occurred in connection with the allocations of Realized Losses, if
      any,
      plus (ii) with respect to the Subordinate Certificates, any Subsequent
      Recoveries added to the Certificate Principal Balance of any such Certificate
      pursuant to Section 5.05(d), in each case up to the amount of Applied Loss
      Amounts but only to the extent that any such Applied Loss Amount has not been
      paid to any Class of Certificates as a Deferred Amount. With respect to the
      Class X Certificates and any date of determination, the excess, if any, of
      (i)
      the then Aggregate Loan Balance over (ii) the then aggregate Certificate
      Principal Balance of the Publicly Offered Certificates and the Class B
      Certificates. References herein to the Certificate Principal Balance of a Class
      of Certificates shall mean the Certificate Principal Balances of all
      Certificates in such Class. 

     

    Certificate
      Register:
      The
      register maintained pursuant to Section 6.02.

     

    Certificateholder
      or Holder:
      The
      person in whose name a Certificate is registered in the Certificate Register
      (initially, Cede & Co., as nominee for the Depository, in the case of any
      Book-Entry Certificates).

     

    Certification
      Parties:
      Has the
      meaning set forth in Section 3.18 of this Agreement.

     

    Certifying
      Person:
      Has the
      meaning set forth in Section 3.18 of this Agreement.

     

    Class:
      All
      Certificates bearing the same Class designation as set forth in
      Section 6.01.

     

    Class
      A-1 Certificate:
      Any
      Certificate designated as a “Class A-1 Certificate” on the face thereof, in the
      form of Exhibit A-1 hereto, representing the right to its Percentage Interest
      of
      distributions provided for the Class A-1 Certificates as set forth herein and
      evidencing (i) a REMIC Regular Interest in REMIC III, (ii) the right to receive
      the related Basis Risk Shortfall and (iii) the obligation to pay any Class
      IO
      Distribution Amount.

     

    Class
      A-1 Pass-Through Rate:
      With
      respect to each Distribution Date, a per annum rate equal to the lesser of
      (i)
      the sum of One-Month LIBOR for that Distribution Date plus (A) on or prior
      to
      the first possible Optional Termination Date, 0.065% or (B) after the first
      possible Optional Termination Date, 0.130% and (ii) the Net Funds
      Cap.

     

    Class
      A-2 Certificate:
      Any
      Certificate designated as a “Class A-2 Certificate” on the face thereof, in the
      form of Exhibit A-1 hereto, representing the right to its Percentage Interest
      of
      distributions provided for the Class A-2 Certificates as set forth herein and
      evidencing (i) a REMIC Regular Interest in REMIC III, (ii) the right to receive
      the related Basis Risk Shortfall and (iii) the obligation to pay any Class
      IO
      Distribution Amount.

     

    Class
      A-2 Pass-Through Rate:
      With
      respect to each Distribution Date, a per annum rate equal to the lesser of
      (i)
      the sum of One-Month LIBOR for that Distribution Date plus (A) on or prior
      to
      the first possible Optional Termination Date, 0.100% or (B) after the first
      possible Optional Termination Date, 0.200% and (ii) the Net Funds
      Cap.

     

    Class
      A-3 Certificate:
      Any
      Certificate designated as a “Class A-3 Certificate” on the face thereof, in the
      form of Exhibit A-1 hereto, representing the right to its Percentage Interest
      of
      distributions provided for the Class A-3 Certificates as set forth herein and
      evidencing (i) a REMIC Regular Interest in REMIC III, (ii) the right to receive
      the related Basis Risk Shortfall and (iii) the obligation to pay any Class
      IO
      Distribution Amount.

     

    Class
      A-3 Pass-Through Rate:
      With
      respect to each Distribution Date, a per annum rate equal to the lesser of
      (i)
      the sum of One-Month LIBOR for that Distribution Date plus (A) on or prior
      to
      the first possible Optional Termination Date, 0.140% or (B) after the first
      possible Optional Termination Date, 0.280% and (ii) the Net Funds
      Cap.

     

    Class
      A-4 Certificate:
      Any
      Certificate designated as a “Class A-4 Certificate” on the face thereof, in the
      form of Exhibit A-1 hereto, representing the right to its Percentage Interest
      of
      distributions provided for the Class A-4 Certificates as set forth herein and
      evidencing (i) a REMIC Regular Interest in REMIC III, (ii) the right to receive
      the related Basis Risk Shortfall and (iii) the obligation to pay any Class
      IO
      Distribution Amount.

     

    Class
      A-4 Pass-Through Rate:
      With
      respect to each Distribution Date, a per annum rate equal to the lesser of
      (i)
      the sum of One-Month LIBOR for that Distribution Date plus (A) on or prior
      to
      the first possible Optional Termination Date, 0.240% or (B) after the first
      possible Optional Termination Date, 0.480% and (ii) the Net Funds
      Cap.

     

    Class
      B Certificates:
      The
      Class B-1 Certificates and Class B-2 Certificates.

     

    Class
      B-1 Certificate:
      Any
      Certificate designated as a “Class B-1 Certificate” on the face thereof, in the
      form of Exhibit A-3 hereto, representing the right to its Percentage Interest
      of
      distributions provided for the Class B-1 Certificates as set forth herein and
      evidencing (i) a REMIC Regular Interest in REMIC III, (ii) the right to receive
      the related Basis Risk Shortfall and (iii) the obligation to pay any Class
      IO
      Distribution Amount.

     

    Class
      B-1 Pass-Through Rate:
      With
      respect to each Distribution Date, a per annum rate equal to the lesser of
      (i)
      the sum of One-Month LIBOR for that Distribution Date plus (A) on or prior
      to
      the first possible Optional Termination Date, 2.500% or (B) after the first
      possible Optional Termination Date, 3.750% and (ii) the Net Funds
      Cap.

     

    Class
      B-1 Principal Payment Amount:
      With
      respect to any Distribution Date on or after the Stepdown Date and as long
      as a
      Trigger Event is not in effect with respect to such Distribution Date, will
      be
      the amount, if any, by which (x) the sum of (i) the Certificate Principal
      Balances of the Senior Certificates and the Mezzanine Certificates, in each
      case, after giving effect to payments on such Distribution Date and (ii) the
      Certificate Principal Balance of the Class B-1 Certificates immediately prior
      to
      such Distribution Date exceeds (y) the lesser of (A) the product of (i) 93.80%
      and (ii) the Aggregate Loan Balance for such Distribution Date and (B) the
      amount, if any, by which (i) the Aggregate Loan Balance for such Distribution
      Date exceeds (ii) 0.50% of the Aggregate Loan Balance as of the Cut-off
      Date.

     

    Class
      B-2 Certificate:
      Any
      Certificate designated as a “Class B-2 Certificate” on the face thereof, in the
      form of Exhibit A-3 hereto, representing the right to its Percentage Interest
      of
      distributions provided for the Class B-2 Certificates as set forth herein and
      evidencing (i) a REMIC Regular Interest in REMIC III, (ii) the right to receive
      the related Basis Risk Shortfall and (iii) the obligation to pay any Class
      IO
      Distribution Amount.

     

    Class
      B-2 Pass-Through Rate:
      With
      respect to each Distribution Date, a per annum rate equal to the lesser of
      (i)
      the sum of One-Month LIBOR for that Distribution Date plus (A) on or prior
      to
      the first possible Optional Termination Date, 2.500% or (B) after the first
      possible Optional Termination Date, 3.750% and (ii) the Net Funds
      Cap.

     

    Class
      B-2 Principal Payment Amount:
      With
      respect to any Distribution Date on or after the Stepdown Date and as long
      as a
      Trigger Event is not in effect with respect to such Distribution Date, will
      be
      the amount, if any, by which (x) the sum of (i) the Certificate Principal
      Balances of the Senior Certificates, the Mezzanine Certificates and the Class
      B-1 Certificates, in each case, after giving effect to payments on such
      Distribution Date and (ii) the Certificate Principal Balance of the Class B-2
      Certificates immediately prior to such Distribution Date exceeds (y) the lesser
      of (A) the product of (i) 95.60% and (ii) the Aggregate Loan Balance for such
      Distribution Date and (B) the amount, if any, by which (i) the Aggregate Loan
      Balance for such Distribution Date exceeds (ii) 0.50% of the Aggregate Loan
      Balance as of the Cut-off Date.

     

    Class
      IO Distribution Amount:
      As defined in Section 5.11 hereof. For
      purposes of clarity, the Class IO Distribution Amount for any Distribution
      Date
      shall equal the amount payable to the Supplemental Interest Trust on such
      Distribution Date in excess of the amount payable on the Class IO Interest
      on
      such Distribution Date, all as further provided in Section 5.11
      hereof.

     

    Class
      IO Interest:
      An
      uncertificated interest in the Trust Fund held by the Trustee, evidencing a
      REMIC Regular Interest in REMIC III for purposes of the REMIC
      Provisions.

     

    Class
      M-1 Certificate:
      Any
      Certificate designated as a “Class M-1 Certificate” on the face thereof, in the
      form of Exhibit A-2 hereto, representing the right to its Percentage Interest
      of
      distributions provided for the Class M-1 Certificates as set forth herein and
      (i) a REMIC Regular Interest in REMIC III, (ii) the right to receive the related
      Basis Risk Shortfall and (iii) the obligation to pay any Class IO Distribution
      Amount.

     

    Class
      M-1 Pass-Through Rate:
      With
      respect to each Distribution Date, a per annum rate equal to the lesser of
      (i)
      the sum of One-Month LIBOR for that Distribution Date plus (A) on or prior
      to
      the first possible Optional Termination Date, 0.270% or (B) after the first
      possible Optional Termination Date, 0.405% and (ii) the Net Funds
      Cap.

     

    Class
      M-1 Principal Payment Amount:
      With
      respect to any Distribution Date on or after the Stepdown Date and as long
      as a
      Trigger Event is not in effect with respect to such Distribution Date, the
      amount, if any, by which (x) the sum of (i) the Certificate Principal Balances
      of the Senior Certificates, in each case, after giving effect to payments on
      such Distribution Date and (ii) the Certificate Principal Balance of the Class
      M-1 Certificates immediately prior to such Distribution Date exceeds (y) the
      lesser of (A) the product of (i) 66.40% and (ii) the Aggregate Loan Balance
      for
      such Distribution Date and (B) the amount, if any, by which (i) the Aggregate
      Loan Balance for such Distribution Date exceeds (ii) 0.50% of the Aggregate
      Loan
      Balance as of the Cut-off Date.

     

    Class
      M-2 Certificate:
      Any
      Certificate designated as a “Class M-2 Certificate” on the face thereof, in the
      form of Exhibit A-2 hereto, representing the right to its Percentage Interest
      of
      distributions provided for the Class M-2 Certificates as set forth herein and
      evidencing (i) a REMIC Regular Interest in REMIC III, (ii) the right to receive
      the related Basis Risk Shortfall and (iii) the obligation to pay any Class
      IO
      Distribution Amount.

     

    Class
      M-2 Pass-Through Rate:
      With
      respect to each Distribution Date, a per annum rate equal to the lesser of
      (i)
      the sum of One-Month LIBOR for that Distribution Date plus (A) on or prior
      to
      the first possible Optional Termination Date, 0.290% or (B) after the first
      possible Optional Termination Date, 0.435% and (ii) the Net Funds
      Cap.

     

    Class
      M-2 Principal Payment Amount:
      With
      respect to any Distribution Date on or after the Stepdown Date and as long
      as a
      Trigger Event is not in effect with respect to such Distribution Date, the
      amount, if any, by which (x) the sum of (i) the Certificate Principal Balances
      of the Senior Certificates and the Class M-1 Certificates, in each case, after
      giving effect to payments on such Distribution Date and (ii) the Certificate
      Principal Balance of the Class M-2 Certificates immediately prior to such
      Distribution Date exceeds (y) the lesser of (A) the product of (i) 72.70% and
      (ii) the Aggregate Loan Balance for such Distribution Date and (B) the amount,
      if any, by which (i) the Aggregate Loan Balance for such Distribution Date
      exceeds (ii) 0.50% of the Aggregate Loan Balance as of the Cut-off
      Date.

     

    Class
      M-3 Certificate:
      Any
      Certificate designated as a “Class M-3 Certificate” on the face thereof, in the
      form of Exhibit A-2 hereto, representing the right to its Percentage Interest
      of
      distributions provided for the Class M-3 Certificates as set forth herein and
      evidencing (i) a REMIC Regular Interest in REMIC III, (ii) the right to receive
      the related Basis Risk Shortfall and (iii) the obligation to pay any Class
      IO
      Distribution Amount.

     

    Class
      M-3 Pass-Through Rate:
      With
      respect to each Distribution Date, a per annum rate equal to the lesser of
      (i)
      the sum of One-Month LIBOR for that Distribution Date plus (A) on or prior
      to
      the first possible Optional Termination Date, 0.320% or (B) after the first
      possible Optional Termination Date, 0.480% and (ii) the Net Funds
      Cap.

     

    Class
      M-3 Principal Payment Amount:
      With
      respect to any Distribution Date on or after the Stepdown Date and as long
      as a
      Trigger Event is not in effect with respect to such Distribution Date, the
      amount, if any, by which (x) the sum of (i) the Certificate Principal Balances
      of the Senior, Class M-1 Certificates and Class M-2 Certificates, in each case,
      after giving effect to payments on such Distribution Date and (ii) the
      Certificate Principal Balance of the Class M-3 Certificates immediately prior
      to
      such Distribution Date exceeds (y) the lesser of (A) the product of (i) 76.40%
      and (ii) the Aggregate Loan Balance for such Distribution Date and (B) the
      amount, if any, by which (i) the Aggregate Loan Balance for such Distribution
      Date exceeds (ii) 0.50% of the Aggregate Loan Balance as of the Cut-off
      Date.

     

    Class
      M-4 Certificate:
      Any
      Certificate designated as a “Class M-4 Certificate” on the face thereof, in the
      form of Exhibit A-2 hereto, representing the right to its Percentage Interest
      of
      distributions provided for the Class M-4 Certificates as set forth herein and
      evidencing (i) a REMIC Regular Interest in REMIC III, (ii) the right to receive
      the related Basis Risk Shortfall and (iii) the obligation to pay any Class
      IO
      Distribution Amount.

     

    Class
      M-4 Pass-Through Rate:
      With
      respect to each Distribution Date, a per annum rate equal to the lesser of
      (i)
      the sum of One-Month LIBOR for that Distribution Date plus (A) on or prior
      to
      the first possible Optional Termination Date, 0.370% or (B) after the first
      possible Optional Termination Date, 0.555% and (ii) the Net Funds
      Cap.

     

    Class
      M-4 Principal Payment Amount:
      With
      respect to any Distribution Date on or after the Stepdown Date and as long
      as a
      Trigger Event is not in effect with respect to such Distribution Date, the
      amount, if any, by which (x) the sum of (i) the Certificate Principal Balances
      of the Senior, Class M-1, Class M-2 and Class M-3 Certificates, in each case,
      after giving effect to payments on such Distribution Date and (ii) the
      Certificate Principal Balance of the Class M-4 Certificates immediately prior
      to
      such Distribution Date exceeds (y) the lesser of (A) the product of (i) 79.70%
      and (ii) the Aggregate Loan Balance for such Distribution Date and (B) the
      amount, if any, by which (i) the Aggregate Loan Balance for such Distribution
      Date exceeds (ii) 0.50% of the Aggregate Loan Balance as of the Cut-off
      Date.

     

    Class
      M-5 Certificate:
      Any
      Certificate designated as a “Class M-5 Certificate” on the face thereof, in the
      form of Exhibit A-2 hereto, representing the right to its Percentage Interest
      of
      distributions provided for the Class M-5 Certificates as set forth herein and
      evidencing (i) a REMIC Regular Interest in REMIC III, (ii) the right to receive
      the related Basis Risk Shortfall and (iii) the obligation to pay any Class
      IO
      Distribution Amount.

     

    Class
      M-5 Pass-Through Rate:
      With
      respect to each Distribution Date, a per annum rate equal to the lesser of
      (i)
      the sum of One-Month LIBOR for that Distribution Date plus (A) on or prior
      to
      the first possible Optional Termination Date, 0.390% or (B) after the first
      possible Optional Termination Date, 0.585% and (ii) the Net Funds
      Cap.

     

    Class
      M-5 Principal Payment Amount:
      With
      respect to any Distribution Date on or after the Stepdown Date and as long
      as a
      Trigger Event is not in effect with respect to such Distribution Date, the
      amount, if any, by which (x) the sum of (i) the Certificate Principal Balances
      of the Senior, Class M-1, Class M-2, Class M-3 and Class M-4 Certificates,
      in
      each case, after giving effect to payments on such Distribution Date and (ii)
      the Certificate Principal Balance of the Class M-5 Certificates immediately
      prior to such Distribution Date exceeds (y) the lesser of (A) the product of
      (i)
      82.70% and (ii) the Aggregate Loan Balance for such Distribution Date and (B)
      the amount, if any, by which (i) the Aggregate Loan Balance for such
      Distribution Date exceeds (ii) 0.50% of the Aggregate Loan Balance as of the
      Cut-off Date.

     

    Class
      M-6 Certificate:
      Any
      Certificate designated as a “Class M-6 Certificate” on the face thereof, in the
      form of Exhibit A-2 hereto, representing the right to its Percentage Interest
      of
      distributions provided for the Class M-6 Certificates as set forth herein and
      evidencing (i) a REMIC Regular Interest in REMIC III, (ii) the right to receive
      the related Basis Risk Shortfall and (iii) the obligation to pay any Class
      IO
      Distribution Amount.

     

    Class
      M-6 Pass-Through Rate:
      With
      respect to each Distribution Date, a per annum rate equal to the lesser of
      (i)
      the sum of One-Month LIBOR for that Distribution Date plus (A) on or prior
      to
      the first possible Optional Termination Date, 0.460% or (B) after the first
      possible Optional Termination Date, 0.690% and (ii) the Net Funds
      Cap.

     

    Class
      M-6 Principal Payment Amount:
      With
      respect to any Distribution Date on or after the Stepdown Date and as long
      as a
      Trigger Event is not in effect with respect to such Distribution Date, the
      amount, if any, by which (x) the sum of (i) the Certificate Principal Balances
      of the Senior, Class M-1, Class M-2, Class M-3, Class M-4 and Class M-5
      Certificates, in each case, after giving effect to payments on such Distribution
      Date and (ii) the Certificate Principal Balance of the Class M-6 Certificates
      immediately prior to such Distribution Date exceeds (y) the lesser of (A) the
      product of (i) 85.60% and (ii) the Aggregate Loan Balance for such Distribution
      Date and (B) the amount, if any, by which (i) the Aggregate Loan Balance for
      such Distribution Date exceeds (ii) 0.50% of the Aggregate Loan Balance as
      of
      the Cut-off Date.

     

    Class
      M-7 Certificate:
      Any
      Certificate designated as a “Class M-7 Certificate” on the face thereof, in the
      form of Exhibit A-2 hereto, representing the right to its Percentage Interest
      of
      distributions provided for the Class M-7 Certificates as set forth herein and
      evidencing (i) a REMIC Regular Interest in REMIC III, (ii) the right to receive
      the related Basis Risk Shortfall and (iii) the obligation to pay any Class
      IO
      Distribution Amount.

     

    Class
      M-7 Pass-Through Rate:
      With
      respect to each Distribution Date, a per annum rate equal to the lesser of
      (i)
      the sum of One-Month LIBOR for that Distribution Date plus (A) on or prior
      to
      the first possible Optional Termination Date, 0.900% or (B) after the first
      possible Optional Termination Date, 1.350%% and (ii) the Net Funds
      Cap.

     

    Class
      M-7 Principal Payment Amount:
      With
      respect to any Distribution Date on or after the Stepdown Date and as long
      as a
      Trigger Event is not in effect with respect to such Distribution Date, the
      amount, if any, by which (x) the sum of (i) the Certificate Principal Balances
      of the Senior, Class M-1, Class M-2, Class M-3, Class M-4, Class M-5 and Class
      M-6 Certificates, in each case, after giving effect to payments on such
      Distribution Date and (ii) the Certificate Principal Balance of the Class M-7
      Certificates immediately prior to such Distribution Date exceeds (y) the lesser
      of (A) the product of (i) 88.40% and (ii) the Aggregate Loan Balance for such
      Distribution Date and (B) the amount, if any, by which (i) the Aggregate Loan
      Balance for such Distribution Date exceeds (ii) 0.50% of the Aggregate Loan
      Balance as of the Cut-off Date.

     

    Class
      M-8 Certificate:
      Any
      Certificate designated as a “Class M-8 Certificate” on the face thereof, in the
      form of Exhibit A-2 hereto, representing the right to its Percentage Interest
      of
      distributions provided for the Class M-8 Certificates as set forth herein and
      evidencing (i) a REMIC Regular Interest in REMIC III, (ii) the right to receive
      the related Basis Risk Shortfall and (iii) the obligation to pay any Class
      IO
      Distribution Amount.

     

    Class
      M-8 Pass-Through Rate:
      With
      respect to each Distribution Date, a per annum rate equal to the lesser of
      (i)
      the sum of One-Month LIBOR for that Distribution Date plus (A) on or prior
      to
      the first possible Optional Termination Date, 1.000% or (B) after the first
      possible Optional Termination Date, 1.500% and (ii) the Net Funds
      Cap.

     

    Class
      M-8 Principal Payment Amount:
      With
      respect to any Distribution Date on or after the Stepdown Date and as long
      as a
      Trigger Event is not in effect with respect to such Distribution Date, the
      amount, if any, by which (x) the sum of (i) the Certificate Principal Balances
      of the Senior, Class M-1, Class M-2, Class M-3, Class M-4, Class M-5, Class
      M-6
      and Class M-7 Certificates, in each case, after giving effect to payments on
      such Distribution Date and (ii) the Certificate Principal Balance of the Class
      M-8 Certificates immediately prior to such Distribution Date exceeds (y) the
      lesser of (A) the product of (i) 90.70% and (ii) the Aggregate Loan Balance
      for
      such Distribution Date and (B) the amount, if any, by which (i) the Aggregate
      Loan Balance for such Distribution Date exceeds (ii) 0.50% of the Aggregate
      Loan
      Balance as of the Cut-off Date.

     

    Class
      M-9 Certificate:
      Any
      Certificate designated as a “Class M-9 Certificate” on the face thereof, in the
      form of Exhibit A-2 hereto, representing the right to its Percentage Interest
      of
      distributions provided for the Class M-9 Certificates as set forth herein and
      evidencing (i) a REMIC Regular Interest in REMIC III, (ii) the right to receive
      the related Basis Risk Shortfall and (iii) the obligation to pay any Class
      IO
      Distribution Amount.

     

    Class
      M-9 Pass-Through Rate:
      With
      respect to each Distribution Date, a per annum rate equal to the lesser of
      (i)
      the sum of One-Month LIBOR for that Distribution Date plus (A) on or prior
      to
      the first possible Optional Termination Date, 1.850% or (B) after the first
      possible Optional Termination Date, 2.775% and (ii) the Net Funds
      Cap.

     

    Class
      M-9 Principal Payment Amount:
      With
      respect to any Distribution Date on or after the Stepdown Date and as long
      as a
      Trigger Event is not in effect with respect to such Distribution Date, the
      amount, if any, by which (x) the sum of (i) the Certificate Principal Balances
      of the Senior, Class M-1, Class M-2, Class M-3, Class M-4, Class M-5, Class
      M-6,
      Class M-7 and Class M-8 Certificates, in each case, after giving effect to
      payments on such Distribution Date and (ii) the Certificate Principal Balance
      of
      the Class M-9 Certificates immediately prior to such Distribution Date exceeds
      (y) the lesser of (A) the product of (i) 92.20% and (ii) the Aggregate Loan
      Balance for such Distribution Date and (B) the amount, if any, by which (i) the
      Aggregate Loan Balance for such Distribution Date exceeds (ii) 0.50% of the
      Aggregate Loan Balance as of the Cut-off Date.

     

    Class
      P Certificate:
      Any
      Certificate designated as a “Class P Certificate” on the face thereof, in the
      form of Exhibit A-5 hereto, representing the right to its Percentage Interest
      of
      distributions provided for the Class P Certificates as set forth herein and
      evidencing
      a REMIC
      Regular Interest in REMIC III.

     

    Class
      P Certificate Account:
      The
      Eligible Account established and maintained by the Securities Administrator
      pursuant to Section 5.09.

     

    Class
      R Certificate:
      Any
      Certificate designated as a “Class R” Certificate on the face thereof in the
      form of Exhibit A-6 hereto, representing the right to its Percentage Interest
      of
      distributions provided for the Class R Certificates as set forth herein and
      evidencing the Class R-I Interest, Class R-II Interest and Class R-III
      Interest.

     

    Class
      R-I Interest:
      The
      uncertificated residual interest in REMIC I.

     

    Class
      R-II Interest:
      The
      uncertificated residual interest in REMIC II.

     

    Class
      R-III Interest:
      The
      uncertificated residual interest in REMIC III.

     

    Class
      X Certificate:
      Any
      Certificate designated as a “Class X Certificate” on the face thereof, in the
      form of Exhibit A-4 hereto, representing the right to its Percentage Interest
      of
      distributions provided for the Class X Certificates as set forth herein and
      evidencing (i) a REMIC Regular Interest in REMIC III, (ii) the right to receive
      the related Basis Risk Shortfall and (iii) the obligation to pay any Class
      IO
      Distribution Amount. 

     

    Class
      X Distribution Amount:
      With
      respect to any Distribution Date and the Class X Certificates, the sum of (i)
      the Current Interest and Carryforward Interest and (ii) any
      Overcollateralization Release Amount for such Distribution Date remaining after
      payments pursuant to items 1 through 25 of Section 5.04(iii); provided,
      however that on and after the Distribution Date on which the Certificate
      Principal Balances of the Publicly Offered Certificates and the Class B
      Certificates have been reduced to zero, the Class X Distribution Amount shall
      include the Overcollateralization Amount. 

     

    Class
      X Pass-Through Rate:
      On any
      Distribution Date, a per annum rate equal to the percentage equivalent of a
      fraction, the numerator of which is the sum of the amounts calculated pursuant
      to clauses (A) through (Q) below, and the denominator of which is the aggregate
      of the Uncertificated Principal Balances of REMIC II Regular Interest LT-AA,
      REMIC II Regular Interest LT-A1, REMIC II Regular Interest LT-A2, REMIC II
      Regular Interest LT-A3, REMIC II Regular Interest LT-A4, REMIC II Regular
      Interest LT-M1, REMIC II Regular Interest LT-M2, REMIC II Regular Interest
      LT-M3, REMIC II Regular Interest LT-M4, REMIC II Regular Interest LT-M5, REMIC
      II Regular Interest LT-M6, REMIC II Regular Interest LT-M7, REMIC II Regular
      Interest LT-M8, REMIC II Regular Interest LT-M9, REMIC II Regular Interest
      LT-B1, REMIC II Regular Interest LT-B2 and REMIC II Regular Interest LT-ZZ.
      For
      purposes of calculating the Pass-Through Rate for the Class X Certificates,
      the numerator is equal to the sum of the following components:

     

    (A)  the
      Uncertificated REMIC II Pass-Through Rate for REMIC II Regular Interest LT-AA
      minus the Marker Rate, applied to an amount equal to the Uncertificated
      Principal Balance of REMIC II Regular Interest LT-AA;

     

    (B)  the
      Uncertificated REMIC II Pass-Through Rate for REMIC II Regular Interest LT-A1
      minus the Marker Rate, applied to an amount equal to the Uncertificated
      Principal Balance of REMIC II Regular Interest LT-A1;

     

    (C)  the
      Uncertificated REMIC II Pass-Through Rate for REMIC II Regular Interest LT-A2
      minus the Marker Rate, applied to an amount equal to the Uncertificated
      Principal Balance of REMIC II Regular Interest LT-A2;

     

    (D)  the
      Uncertificated REMIC II Pass-Through Rate for REMIC II Regular Interest LT-A3,
      minus the Marker Rate, applied to an amount equal to the Uncertificated
      Principal Balance of REMIC II Regular Interest LT-A3;

     

    (E)  the
      Uncertificated REMIC II Pass-Through Rate for REMIC II Regular Interest LT-A4,
      minus the Marker Rate, applied to an amount equal to the Uncertificated
      Principal Balance of REMIC II Regular Interest LT-A4;

     

    (F)  the
      Uncertificated REMIC II Pass-Through Rate for REMIC II Regular Interest LT-M1
      minus the Marker Rate, applied to an amount equal to the Uncertificated
      Principal Balance of REMIC II Regular Interest LT-M1;

     

    (G)  the
      Uncertificated REMIC II Pass-Through Rate for REMIC II Regular Interest LT-M2
      minus the Marker Rate, applied to an amount equal to the Uncertificated
      Principal Balance of REMIC II Regular Interest LT-M2;

     

    (H)  the
      Uncertificated REMIC II Pass-Through Rate for REMIC II Regular Interest LT-M3
      minus the Marker Rate, applied to an amount equal to the Uncertificated
      Principal Balance of REMIC II Regular Interest LT-M3;

     

    (I)  the
      Uncertificated REMIC II Pass-Through Rate for REMIC II Regular Interest LT-M4
      minus the Marker Rate, applied to an amount equal to the Uncertificated
      Principal Balance of REMIC II Regular Interest LT-M4; 

     

    (J)  the
      Uncertificated REMIC II Pass-Through Rate for REMIC II Regular Interest LT-M5
      minus the Marker Rate, applied to an amount equal to the Uncertificated
      Principal Balance of REMIC II Regular Interest LT-M5; and

     

    (K)  the
      Uncertificated REMIC II Pass-Through Rate for REMIC II Regular Interest LT-M6
      minus the Marker Rate, applied to an amount equal to the Uncertificated
      Principal Balance of REMIC II Regular Interest LT-M6;

     

    (L)  the
      Uncertificated REMIC II Pass-Through Rate for REMIC II Regular Interest LT-M7
      minus the Marker Rate, applied to an amount equal to the Uncertificated
      Principal Balance of REMIC II Regular Interest LT-M7;

     

    (M)  the
      Uncertificated REMIC II Pass-Through Rate for REMIC II Regular Interest LT-M8
      minus the Marker Rate, applied to an amount equal to the Uncertificated
      Principal Balance of REMIC II Regular Interest LT-M8;

     

    (N)  the
      Uncertificated REMIC II Pass-Through Rate for REMIC II Regular Interest LT-M9
      minus the Marker Rate, applied to an amount equal to the Uncertificated
      Principal Balance of REMIC II Regular Interest LT-M9;

     

    (O)  the
      Uncertificated REMIC II Pass-Through Rate for REMIC II Regular Interest LT-B1
      minus the Marker Rate, applied to an amount equal to the Uncertificated
      Principal Balance of REMIC II Regular Interest LT-B1;

     

    (P)  the
      Uncertificated REMIC II Pass-Through Rate for REMIC II Regular Interest LT-B2
      minus the Marker Rate, applied to an amount equal to the Uncertificated
      Principal Balance of REMIC II Regular Interest LT-B2; and

     

    (Q)  the
      Uncertificated REMIC II Pass-Through Rate for REMIC II Regular Interest LT-ZZ
      minus the Marker Rate, applied to an amount equal to the Uncertificated
      Principal Balance of REMIC II Regular Interest LT-ZZ.

     

    Cleanup
      Call:
      As
      defined in Section 10.01.

     

    Closing
      Date:
      June
      30, 2006.

     

    Code:
      The
      Internal Revenue Code of 1986, including any successor or amendatory
      provisions.

     

    Combined
      Loan-to-Value Ratio:
      With
      respect to any Mortgage Loan as of any Determination Date, the ratio on such
      Determination Date of the Stated Principal Balance of the Mortgage Loan and
      any
      other mortgage loan which is secured by a lien on the related Mortgaged Property
      to the Appraised Value of the Mortgaged Property.

     

    Commission:
      Shall
      mean the United States Securities and Exchange Commission.

     

    Compensating
      Interest:
      With
      respect to any Distribution Date, an amount to be deposited in the Distribution
      Account by the Servicer pursuant to the Servicing Agreement or the Master
      Servicer pursuant to this Agreement to offset a Prepayment Interest Shortfall
      on
      a Mortgage Loan in accordance with this Agreement; provided, however that the
      amount of Compensating Interest required to be paid in respect of the Mortgage
      Loans by the Servicer pursuant to the Servicing Agreement shall not exceed
      the
      Servicing Fee payable to the Servicer on such Distribution Date or, in the
      case
      of the Master Servicer, shall not exceed the Master Servicing Compensation
      payable to the Master Servicer with respect to the related Prepayment
      Period.

     

    Corporate
      Trust Office:
      The
      principal corporate trust office of the Trustee which office at the date of
      the
      execution of this instrument is located at 452 Fifth Avenue, New York, New
      York
      10018, Attention: Nomura Home Equity Loan, Inc., 2006-WF1 or at such other
      address as the Trustee may designate from time to time by notice to the
      Certificateholders, the Depositor, the Master Servicer, the Securities
      Administrator and the Servicer. The office of the Securities Administrator,
      which for purposes of Certificate transfers and surrender is located at Wells
      Fargo Bank, N.A., Sixth Street and Marquette Avenue, Minneapolis, Minnesota
      55479, Attention: Corporate Trust Services - Client Manager (NHEL 2006-WF1),
      and
      for all other purposes is located at Wells Fargo Bank, N.A., P.O. Box 98,
      Columbia, Maryland 21046, Attention: Corporate Trust Services - Client Manager
      (NHEL 2006-WF1) (or for overnight deliveries, at 9062 Old Annapolis Road,
      Columbia, Maryland 21045, Attention: Corporate Trust Services - Client Manager
      (NHEL 2006-WF1)).

     

    Corresponding
      Certificate:
      With
      respect to:

     

    
      	
              (i)

            	
              REMIC
                II Regular Interest LT-A1, the Class A-1 Certificates;

            
	
              (ii)

            	
              REMIC
                II Regular Interest LT-A2, the Class A-2 Certificates;

            
	
              (iii)

            	
              REMIC
                II Regular Interest LT-A3, the Class A-3 Certificates;

            
	
              (iv)

            	
              REMIC
                II Regular Interest LT-A4, the Class A-4 Certificates;

            
	
              (v)

            	
              REMIC
                II Regular Interest LT-M1, the Class M-1 Certificates;

            
	
              (vi)

            	
              REMIC
                II Regular Interest LT-M2, the Class M-2 Certificates;

            
	
              (vii)

            	
              REMIC
                II Regular Interest LT-M3, the Class M-3 Certificates;

            
	
              (viii)

            	
              REMIC
                II Regular Interest LT-M4, the Class M-4 Certificates; 

            
	
              (ix)

            	
              REMIC
                II Regular Interest LT-M5, the Class M-5 Certificates;

            
	
              (x)

            	
              REMIC
                II Regular Interest LT-M6, the Class M-6 Certificates;

            
	
              (xi)

            	
              REMIC
                II Regular Interest LT-M7, the Class M-7 Certificates;

            
	
              (xii)

            	
              REMIC
                II Regular Interest LT-M8, the Class M-8 Certificates;

            
	
              (xiii)

            	
              REMIC
                II Regular Interest LT-M9, the Class M-9 Certificates;

            
	
              (xiv)

            	
              REMIC
                II Regular Interest LT-B1, the Class B-1 Certificates;

            
	
              (xv)

            	
              REMIC
                II Regular Interest LT-B2, the Class B-2 Certificates;

            
	
              (xvi)

            	
              REMIC
                II Regular Interest LT-P, the Class P
                Certificates.

            


    

    


    Credit
      Risk Management Agreement:
      Each of
      the agreements between the Credit Risk Manager and the Servicer and/or Master
      Servicer, dated as of June 30, 2006.

     

    Credit
      Risk Management Fee:
      As to
      each Mortgage Loan and any Distribution Date, an amount equal to 1/12th of
      the
      Credit Risk Management Fee Rate multiplied by the Stated Principal Balance
      of
      such Mortgage Loan as of the last day of the related Due Period. The Credit
      Risk
      Management Fee shall be payable to the Credit Risk Manager and/or the Sponsor
      pursuant to Section 3.32(a)(vii) and 3.33(b).

     

    Credit
      Risk Management Fee Rate:
      0.005%
      per annum.

     

    Credit
      Risk Manager:
      Portfolio Surveillance Analytics, LLC, a New York limited liability company,
      and
      its successors and assigns.

     

    Current
      Interest:
      With
      respect to any Class of Publicly Offered Certificates and Class B Certificates
      and any Distribution Date, the amount of interest accruing at the applicable
      Pass-Through Rate on the related Certificate Principal Balance during the
      related Accrual Period; provided, that as to each Class of Publicly Offered
      Certificates and Class B Certificates, the Current Interest will be reduced
      by a
      pro rata portion of any Net Interest Shortfalls to the extent not covered by
      excess interest. No Current Interest will be payable with respect to any Class
      of Publicly Offered Certificates or Class B Certificate after the Distribution
      Date on which the outstanding Certificate Principal Balance of such Certificate
      has been reduced to zero.

     

    Custodial
      Agreement:
      The
      Custodial Agreement dated as of June 1, 2006 among Wells Fargo, in its capacity
      as Custodian, the Servicer and the Trustee.

     

    Custodian:
      Wells
      Fargo Bank, N.A.

     

    Cut-off
      Date:
      June 1,
      2006.

     

    Cut-off
      Date Principal Balance:
      As to
      any Mortgage Loan, the unpaid principal balance thereof as of the close of
      business on the Cut-off Date after application of all Principal Prepayments
      received prior to the Cut-off Date and scheduled payments of principal due
      on or
      before the Cut-off Date, whether or not received, but without giving effect
      to
      any installments of principal received in respect of Due Dates after the Cut-off
      Date.

     

    DBRS:
      Dominion Bond Rating Service.

     

    Debt
      Service Reduction:
      With
      respect to any Mortgage Loan, a reduction by a court of competent jurisdiction
      in a proceeding under the Bankruptcy Code in the Scheduled Payment for such
      Mortgage Loan that became final and non-appealable, except such a reduction
      resulting from a Deficient Valuation or any other reduction that results in
      a
      permanent forgiveness of principal.

     

    Defaulting
      Party:
      As
      defined in the Swap Agreement.

     

    Deferred
      Amount:
      With
      respect to any Class of Subordinate Certificates and any Distribution Date,
      the
      amount by which (x) the aggregate of the Applied Loss Amounts previously applied
      in reduction of the Certificate Principal Balance thereof exceeds (y) the
      aggregate of amounts previously paid in reimbursement thereof and the amount
      by
      which the Certificate Principal Balance of any such Class has been increased
      due
      to the collection of Subsequent Recoveries.

     

    Deficient
      Valuation:
      With
      respect to any Mortgage Loan, a valuation by a court of competent jurisdiction
      of the Mortgaged Property in an amount less than the then outstanding
      indebtedness under such Mortgage Loan, or any reduction in the amount of
      principal to be paid in connection with any Scheduled Payment that results
      in a
      permanent forgiveness of principal, which valuation or reduction results from
      an
      order of such court that is final and non-appealable in a proceeding under
      the
      Bankruptcy Code.

     

    Definitive
      Certificates:
      As
      defined in Section 6.06.

     

    Deleted
      Mortgage Loan:
      A
      Mortgage Loan replaced or to be replaced by a Replacement Mortgage
      Loan.

     

    Delinquency
      Rate:
      With
      respect to the Mortgage Loans and any calendar month will be, generally, the
      fraction, expressed as a percentage, the numerator of which is the Aggregate
      Loan Balance of all Mortgage Loans sixty (60) or more days delinquent (not
      including any Liquidated Mortgage Loans as of the end of the related Prepayment
      Period, but including all Mortgage Loans in bankruptcy or foreclosure and all
      REO Properties) as of the close of business on the last day of such month,
      and
      the denominator of which is the Aggregate Loan Balance of all Mortgage Loans
      as
      of the close of the last day of the related Due Period.

     

    Delinquent:
      A
      Mortgage Loan is “delinquent” if any payment due thereon is not made pursuant to
      the terms of such Mortgage Loan by the close of business on the day such payment
      is scheduled to be due. A Mortgage Loan is “30 days delinquent” if such payment
      has not been received by the close of business on the corresponding day of
      the
      month immediately succeeding the month in which such payment was due, or, if
      there is no such corresponding day (e.g., as when a 30-day month follows a
      31-day month in which a payment was due on the 31st day of such month), then
      on
      the last day of such immediately succeeding month. Similarly for “60 days
      delinquent,” “90 days delinquent” and so on.

     

    Denomination:
      With
      respect to each Certificate, the amount set forth on the face thereof as the
      “Initial Certificate Principal Balance of this Certificate”.

     

    Depositor:
      Nomura
      Home Equity Loan, Inc., a Delaware corporation, or its successor in
      interest.

     

    Depository:
      The
      initial Depository shall be The Depository Trust Company (“DTC”), the nominee of
      which is Cede & Co., or any other organization registered as a “clearing
      agency” pursuant to Section 17A of the Exchange Act. The Depository shall
      initially be the registered Holder of the Book-Entry Certificates. The
      Depository shall at all times be a “clearing corporation” as defined in
      Section 8-102(a)(5) of the Uniform Commercial Code of the State of New
      York.

     

    Depository
      Agreement:
      With
      respect to the Class of Book-Entry Certificates, the agreement among the
      Depositor, the Trustee and the initial Depository, dated as of the Closing
      Date,
      substantially in the form of Exhibit I.

     

    Depository
      Participant:
      A
      broker, dealer, bank or other financial institution or other Person for whom
      from time to time a Depository effects book-entry transfers and pledges of
      securities deposited with the Depository.

     

    Determination
      Date:
      With
      respect to any Distribution Date, the fifteenth (15th)
      day of
      the month of such Distribution Date or, if such day is not a Business Day,
      the
      immediately preceding Business Day.

     

    Distribution
      Account:
      The
      separate Eligible Account created and maintained by the Securities Administrator
      pursuant to Section 3.31 in the name of the Trustee for the benefit of the
      Certificateholders and designated “HSBC Bank USA, National Association, in trust
      for registered holders of Nomura Home Equity Loan, Inc., Asset-Backed
      Certificates, Series 2006-WF1”. Funds in the Distribution Account shall be held
      in trust for the Certificateholders for the uses and purposes set forth in
      this
      Agreement.

     

    Distribution
      Date:
      The
      twenty-fifth (25th)
      day of
      each calendar month after the initial issuance of the Certificates, or if such
      twenty-fifth (25th)
      day is
      not a Business Day, the next succeeding Business Day, commencing in July
      2006.

     

    Due
      Date:
      As to
      any Mortgage Loan, the date in each month on which the related Scheduled Payment
      is due, as set forth in the related Mortgage Note.

     

    Due
      Period:
      With
      respect to any Distribution Date, the period from the second day of the calendar
      month preceding the calendar month in which such Distribution Date occurs
      through the close of business on the first day of the calendar month in which
      such Distribution Date occurs.

     

    Eligible
      Account:
      Any of
      (i) an account or accounts maintained with a federal or state chartered
      depository institution or trust company, the long-term unsecured debt
      obligations and short-term unsecured debt obligations of which are rated by
      each
      Rating Agency in one of its two highest long-term and its highest short-term
      rating categories respectively, at the time any amounts are held on deposit
      therein, or (ii) an account or accounts in a depository institution or trust
      company in which such accounts are insured by the FDIC (to the limits
      established by the FDIC) and the uninsured deposits in which accounts are
      otherwise secured such that, as evidenced by an Opinion of Counsel delivered
      to
      the Trustee and to each Rating Agency, the Certificateholders have a claim
      with
      respect to the funds in such account or a perfected first priority security
      interest against any collateral (which shall be limited to Permitted
      Investments) securing such funds that is superior to claims of any other
      depositors or creditors of the depository institution or trust company in which
      such account is maintained, or (iii) a segregated, non-interest bearing trust
      account or accounts maintained with the corporate trust department of a federal
      or state chartered depository institution or trust company having capital and
      surplus of not less than $50,000,000, acting in its fiduciary capacity or (iv)
      any other account acceptable to the Rating Agencies as evidenced in writing
      by
      the Rating Agencies. Eligible Accounts may bear interest, and may include,
      if
      otherwise qualified under this definition, accounts maintained with the Trustee
      or Securities Administrator.

     

    ERISA:
      The
      Employee Retirement Income Security Act of 1974, as amended.

     

    ERISA
      Restricted Certificate:
      Each of
      the Class X, Class P and Residual Certificates.

     

    Excess
      Liquidation Proceeds:
      To the
      extent not required by law to be paid to the related Mortgagor, the excess,
      if
      any, of any Liquidation Proceeds with respect to a Mortgage Loan over the Stated
      Principal Balance of such Mortgage Loan and accrued and unpaid interest at
      the
      related Mortgage Rate through the last day of the month in which the Mortgage
      Loan has been liquidated.

     

    Exchange
      Act:
      Securities and Exchange Act of 1934, as amended, and the rules and regulations
      promulgated thereunder.

     

    Exemption:
      Prohibited Transaction Exemption 93-32, as amended from time to
      time.

     

    Expense
      Fee Rate:
      The sum
      of the Credit Risk Management Fee Rate, Master Servicer Fee Rate and Servicing
      Fee Rate attributable to the Mortgage Loans.

     

    Extra
      Principal Distribution Amount:
      With
      respect to any Distribution Date, is the lesser of (x) the Overcollateralization
      Deficiency Amount for such Distribution Date and (y) the sum of (i) the Monthly
      Excess Cashflow for such Distribution Date and (ii) amounts available from
      the
      Supplemental Interest Trust to pay principal as provided in Section
      5.04(b)(ii).

     

    Fannie
      Mae:
      Fannie
      Mae (formerly, Federal National Mortgage Association), or any successor
      thereto.

     

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

     

    Final
      Recovery Determination:
      With
      respect to any defaulted Mortgage Loan or any REO Property (other than a
      Mortgage Loan or REO Property purchased by the Sponsor or the Master Servicer
      pursuant to or as contemplated by Section 2.03(c) or Section 10.01), a
      determination made by the Servicer pursuant to the Servicing Agreement that
      all
      Insurance Proceeds, Liquidation Proceeds and other payments or recoveries which
      the Servicer, in its reasonable good faith judgment, expects to be finally
      recoverable in respect thereof have been so recovered. The Servicer shall
      maintain records of each Final Recovery Determination made thereby.

     

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

     

    Fitch:
      Fitch
      Ratings.

     

    Form
      8-K Disclosure Information:
      Has the
      meaning set forth in Section 5.13(b) of this Agreement.

     

    Freddie
      Mac:
      Federal
      Home Loan Mortgage Corporation, or any successor thereto.

     

    Gross
      Margin:
      With
      respect to each adjustable rate Mortgage Loan, the fixed percentage set forth
      in
      the related Mortgage Note that is added to the Index on each Adjustment Date
      in
      accordance with the terms of the related Mortgage Note used to determine the
      Mortgage Rate for such Mortgage Loan.

     

    Indemnified
      Persons:
      The
      Trustee, the Master Servicer, the Securities Administrator, the Custodian,
      the
      Trust Fund and their officers, directors, agents and employees and, with respect
      to the Trustee, any separate co-trustee and its officers, directors, agents
      and
      employees.

     

    Independent:
      When
      used with respect to any specified Person, any such Person who (a) is in fact
      independent of the Depositor, the Master Servicer, the Securities Administrator,
      the Servicer, the Sponsor, any originator and their respective Affiliates,
      (b)
      does not have any direct financial interest in or any material indirect
      financial interest in the Depositor, the Master Servicer, the Securities
      Administrator, the Servicer, the Sponsor, any originator or any Affiliate
      thereof, and (c) is not connected with the Depositor, the Master Servicer,
      the
      Securities Administrator, the Servicer, the Sponsor, any originator or any
      Affiliate thereof as an officer, employee, promoter, underwriter, trustee,
      partner, director or Person performing similar functions; provided, however,
      that a Person shall not fail to be Independent of the Depositor, the Master
      Servicer, the Securities Administrator, the Servicer, the Sponsor, any
      originator or any Affiliate thereof merely because such Person is the beneficial
      owner of one percent (1%) or less of any class of securities issued by the
      Depositor, the Master Servicer, the Securities Administrator, the Servicer,
      the
      Sponsor, any originator or any Affiliate thereof, as the case may be. When
      used
      with respect to any accountants, a Person who is “independent” within the
      meaning of Rule 2-01(B) of the Securities and Exchange Commission’s Regulation
      S-X. Independent means, when used with respect to any other Person, a Person
      who
      (A) is in fact independent of another specified Person and any affiliate of
      such
      other Person, (B) does not have any material direct or indirect financial
      interest in such other Person or any affiliate of such other Person, (C) is
      not
      connected with such other Person or any affiliate of such other Person as an
      officer, employee, promoter, underwriter, Securities Administrator, partner,
      director or Person performing similar functions and (D) is not a member of
      the
      immediate family of a Person defined in clause (B) or (C) above.

     

    Index:
      As of
      any Adjustment Date, the index applicable to the determination of the Mortgage
      Rate on each adjustable rate Mortgage Loan which will generally be based on
      Six-Month LIBOR or One-Year LIBOR.

     

    Initial
      Certificate Principal Balance:
      With
      respect to any Certificate, the Certificate Principal Balance of such
      Certificate or any predecessor Certificate on the Closing Date.

     

    Insurance
      Policy:
      With
      respect to any Mortgage Loan included in the Trust Fund, any insurance policy,
      including all riders and endorsements thereto in effect with respect to such
      Mortgage Loan, including any replacement policy or policies for any Insurance
      Policies.

     

    Insurance
      Proceeds:
      Proceeds paid in respect of the Mortgage Loans pursuant to any Insurance Policy
      or any other insurance policy covering a Mortgage Loan, to the extent such
      proceeds are payable to the mortgagee under the Mortgage, the Servicer or the
      trustee under the deed of trust and are not applied to the restoration of the
      related Mortgaged Property or released to the Mortgagor in accordance with
      the
      servicing standard set forth in the Servicing Agreement, other than any amount
      included in such Insurance Proceeds in respect of Insured Expenses.

     

    Insured
      Expenses:
      Expenses covered by any Insurance Policy with respect to the Mortgage
      Loans.

     

    Interest
      Determination Date:
      Shall
      mean the second LIBOR Business Day preceding the commencement of each Accrual
      Period.

     

    Interest
      Remittance Amount:
      With
      respect to any Distribution Date, an amount generally equal to (i) the sum,
      without duplication, of (a) all scheduled interest received during the related
      Due Period with respect to the Mortgage Loans less the Servicing Fee, the Credit
      Risk Management Fee and the fee payable to any provider of lender-paid mortgage
      insurance, if any, (b) all Advances relating to interest with respect to the
      related Mortgage Loans made on or prior to the related Remittance Date, (c)
      all
      Compensating Interest with respect to the related Mortgage Loans and required
      to
      be remitted by the Servicer pursuant to the Servicing Agreement or the Master
      Servicer pursuant to this Agreement with respect to such Distribution Date,
      (d)
      Liquidation Proceeds and Subsequent Recoveries with respect to the related
      Mortgage Loans collected during the related Prepayment Period (to the extent
      such Liquidation Proceeds and Subsequent Recoveries relate to interest), (e)
      all
      amounts relating to interest with respect to each related Mortgage Loan
      repurchased by the Sponsor pursuant to Sections 2.02 and 2.03 and (f) all
      amounts in respect of interest paid by the Master Servicer pursuant to
      Section 10.01 to the extent remitted by the Master Servicer to the
      Distribution Account pursuant to this Agreement, minus (ii) all amounts required
      to be reimbursed by the Trust pursuant to Section 3.32 or as otherwise set
      forth in this Agreement, the Servicing Agreement or the Custodial
      Agreement.

     

    Interest
      Shortfall:
      With
      respect to any Distribution Date, the aggregate shortfall, if any, in
      collections of interest (adjusted to the related Net Mortgage Rates) on Mortgage
      Loans resulting from (a) Principal Prepayments in full received during the
      portion of the related Prepayment Period occurring in the month prior to the
      month in which Distribution Date occurs, (b) partial Principal Prepayments
      received during the related Prepayment Period to the extent applied prior to
      the
      Due Date in the month of the Distribution Date and (c) interest payments on
      certain of the Mortgage Loans being limited pursuant to the provisions of the
      Relief Act.

     

    ISDA
      Master Agreement:
      The
      ISDA Master Agreement dated as of June 30, 2006, as amended and supplemented
      from time to time, between the Swap Provider and the Trustee, as trustee on
      behalf of the Supplemental Interest Trust.

     

    Last
      Scheduled Distribution Date:
      With
      respect to the Certificates, the Distribution Date in March 2036.

     

    Latest
      Possible Maturity Date:
      The
      second Distribution Date following the final scheduled maturity date of the
      Mortgage Loan in the Trust Fund having the latest scheduled maturity date as
      of
      the Cut-off Date. For purposes of the Treasury Regulations under Code
      Section 860A through 860G, the latest possible maturity date of each
      regular interest issued by each REMIC shall be the Latest Possible Maturity
      Date.

     

    LIBOR
      Business Day:
      Shall
      mean any day other than a Saturday or a Sunday or a day on which banking
      institutions in the State of New York or in the city of London, England are
      required or authorized by law to be closed.

     

    LIBOR
      Determination Date:
      The
      second LIBOR Business Day before the first day of the related Accrual
      Period.

     

    Liquidated
      Loan:
      With
      respect to any Distribution Date, a defaulted Mortgage Loan that has been
      liquidated through deed-in-lieu of foreclosure, foreclosure sale, trustee’s sale
      or other realization as provided by applicable law governing the real property
      subject to the related Mortgage and any security agreements and as to which
      the
      Servicer has certified in the related Prepayment Period in writing to the
      Securities Administrator that it has made a Final Recovery
      Determination.

     

    Liquidation
      Proceeds:
      Amounts, other than Insurance Proceeds, received in connection with the partial
      or complete liquidation of a Mortgage Loan, whether through trustee’s sale,
      foreclosure sale or otherwise, or in connection with any condemnation or partial
      release of a Mortgaged Property and any other proceeds received with respect
      to
      an REO Property, less the sum of related unreimbursed Advances, Servicing Fees
      and Servicing Advances and all expenses of liquidation, including property
      protection expenses and foreclosure and sale costs, including court and
      reasonable attorneys fees.

     

    Loan-to-Value
      Ratio:
      The
      fraction, expressed as a percentage, the numerator of which is the original
      principal balance of the Mortgage Loan and the denominator of which is the
      Appraised Value of the related Mortgaged Property.

     

    Majority
      Class X Certificateholder:
      The
      Holder of a 50.01% or greater Percentage Interest in the Class X
      Certificates.

     

    Marker
      Rate:
      With
      respect to the Publicly Offered Certificates and the Class B Certificates and
      any Distribution Date, a per annum rate equal to two (2) times the weighted
      average of the Uncertificated REMIC II Pass-Through Rates for REMIC II Regular
      Interest LT-A1, REMIC II Regular Interest LT-A2, REMIC II Regular Interest
      LT-A3, REMIC II Regular Interest LT-A4, REMIC II Regular Interest LT-M1, REMIC
      II Regular Interest LT-M2, REMIC II Regular Interest LT-M3, REMIC II Regular
      Interest LT-M4, REMIC II Regular Interest LT-M5, REMIC II Regular Interest
      LT-M6, REMIC II Regular Interest LT-M7, REMIC II Regular Interest LT-M8, REMIC
      II Regular Interest LT-M9, REMIC II Regular Interest LT-B1, REMIC II Regular
      Interest LT-B2 and REMIC II Regular Interest LT-ZZ, with the per annum rate
      on
      each such REMIC II Regular Interest (other than REMIC II Regular Interest LT-ZZ)
      subject to a cap equal to the Pass-Through Rate on the Corresponding Certificate
      for the purpose of this calculation; and with the per annum rate on REMIC II
      Regular Interest LT-ZZ subject to a cap of zero for the purpose of this
      calculation; provided, however, that for this purpose, the calculation of the
      Uncertificated REMIC II Pass-Through Rate and the related cap with respect
      to
      each such REMIC II Regular Interest (other than REMIC II Regular Interest LT-ZZ)
      shall be multiplied by a fraction, the numerator of which is the actual number
      of days in the Accrual Period and the denominator of which is thirty
      (30).

     

    Master
      Servicer:
      As of
      the Closing Date, Wells Fargo Bank, N.A. and thereafter, its respective
      successors in interest who meet the qualifications of this Agreement. The Master
      Servicer and the Securities Administrator shall at all times be the same Person
      or Affiliates.

     

    Master
      Servicer Default:
      One or
      more of the events described in Section 8.01(b).

     

    Master
      Servicing Fee Rate:
      0 basis
      points.

     

    Master
      Servicing Compensation:
      The
      Master Servicing Fee plus all income and gain realized from any investment
      of
      funds in the Distribution Account.

     

    Maximum
      Interest Rate:
      With
      respect to any Distribution Date and the related Accrual Period, an annual
      rate
      equal to the weighted average of the Maximum Mortgage Interest Rates of the
      Mortgage Loans as stated on the Mortgage Loan Schedule minus the weighted
      average Expense Fee Rate of the Mortgage Loans. The calculation of the Maximum
      Interest Rate will be based on a 360-day year and the actual number of days
      elapsed during the related Accrual Period.

     

    Maximum
      Mortgage Interest Rate:
      With
      respect to each adjustable rate Mortgage Loan, the percentage set forth in
      the
      related Mortgage Note as the maximum interest rate.

     

    MERS:
      Mortgage Electronic Registration Systems, Inc., a corporation organized and
      existing under the laws of the State of Delaware, or any successor
      thereto.

     

    MERS®
      System:
      The
      system of recording transfers of Mortgages electronically maintained by
      MERS.

     

    Mezzanine
      Certificates:
      The
      Class M-1, Class M-2, Class, M-3, Class M-4, Class M-5, Class M-6, Class M-7,
      Class M-8 and Class M-9 Certificates.

     

    MIN:
      The
      Mortgage Identification Number for Mortgage Loans registered with MERS on the
      MERS® System.

     

    Minimum
      Mortgage Interest Rate:
      With
      respect to each adjustable rate Mortgage Loan, the percentage set forth in
      the
      related Mortgage Note as the minimum Mortgage Rate thereunder.

     

    Minimum
      Servicing Requirements:
      With
      respect to a successor Servicer appointed pursuant to Section 7.06(b)
      hereunder:

     

    (i)  the
      proposed Successor Servicer is (1) an affiliate of the Master Servicer that
      services mortgage loans similar to the Mortgage Loans in the jurisdictions
      in
      which the related Mortgaged Properties are located or (2) the proposed Successor
      Servicer has a rating of at least “Above Average” by S&P and either a rating
      of at least “RPS2” by Fitch or a rating of at least “SQ2” by Moody’s;
      and

     

    (ii)  the
      proposed Successor Servicer has a net worth of at least
      $25,000,000.

     

    MOM
      Loan:
      Any
      Mortgage Loan as to which MERS is acting as the mortgagee of such Mortgage
      Loan,
      solely as nominee for the originator of such Mortgage Loan and its successors
      and assigns, at the origination thereof.

     

    Monthly
      Excess Cashflow:
      With
      respect to any Distribution Date, means the sum of (a) the Monthly Excess
      Interest, (b) the Overcollateralization Release Amount, if any, for such
      Distribution Date, and (c) the Principal Remittance Amount remaining following
      payments of the Principal Payment Amount to the Senior Certificates and
      Subordinate Certificates.

     

    Monthly
      Excess Interest:
      With
      respect to any Distribution Date, the excess of (x) the Interest Remittance
      Amount for such Distribution Date over (y) the sum of Current Interest and
      Carryforward Interest on the Senior Certificates and Subordinate Certificates
      for such Distribution Date.

     

    Monthly
      Statement:
      The
      statement delivered to the Certificateholders pursuant to
      Section 5.06.

     

    Moody’s:
      Moody’s
      Investors Service, Inc. or its successor in interest.

     

    Mortgage:
      The
      mortgage, deed of trust or other instrument creating a first or second lien
      on,
      or first or second priority security interest in, a Mortgaged Property securing
      a Mortgage Note.

     

    Mortgage
      File:
      The
      Mortgage Loan Documents pertaining to a particular Mortgage Loan and any
      additional documents delivered to the Trustee to be added to the Mortgage File
      pursuant to this Agreement.

     

    Mortgage
      Loan Documents:
      As
      defined in Section 2.01.

     

    Mortgage
      Loans:
      Each of
      the Mortgage Loans transferred and assigned to the Trustee pursuant to the
      provisions hereof, as from time to time are held as a part of the Trust Fund
      (including any REO Property), the mortgage loans so held being identified in
      the
      Mortgage Loan Schedule, notwithstanding foreclosure or other acquisition of
      title of the related Mortgaged Property.

     

    Mortgage
      Loan Purchase Agreement:
      The
      Mortgage Loan Purchase Agreement dated as of June 30, 2006, between the Sponsor,
      as seller and the Depositor, as purchaser, a form of which is attached hereto
      as
Exhibit
      C.

     

    Mortgage
      Loan Purchase Price:
      The
      price, calculated as set forth in Section 10.01, to be paid in connection
      with the purchase of the Mortgage Loans pursuant to
      Section 10.01.

     

    Mortgage
      Loan Schedule:
      The
      list of Mortgage Loans (as from time to time amended by the Servicer to reflect
      the deletion of Deleted Mortgage Loans and the addition of Replacement Mortgage
      Loans pursuant to the provisions of this Agreement) transferred to the Trustee
      as part of the Trust Fund and from time to time subject to this Agreement,
      setting forth the following information with respect to each Mortgage
      Loan:

     

    (i)  the
      Mortgage Loan identifying number;

     

    (ii)  a
      code
      indicating whether the Mortgaged Property is owner-occupied;

     

    (iii)  the
      type
      of Residential Dwelling constituting the Mortgaged Property;

     

    (iv)  the
      original months to maturity;

     

    (v)  the
      original date of the Mortgage Loan and the remaining months to maturity from
      the
      Cut-off Date, based on the original amortization schedule;

     

    (vi)  the
      Loan-to-Value Ratio or Combined Loan-to-Value Ratio, as applicable, at
      origination;

     

    (vii)  the
      Mortgage Rate in effect immediately following the Cut-off Date;

     

    (viii)  the
      date
      on which the first Monthly Payment was due on the Mortgage Loan;

     

    (ix)  the
      stated maturity date;

     

    (x)  the
      amount of the Monthly Payment at origination;

     

    (xi)  the
      amount of the Monthly Payment as of the Cut-off Date;

     

    (xii)  the
      last
      Due Date on which a Monthly Payment was actually applied to the unpaid Stated
      Principal Balance;

     

    (xiii)  the
      original principal amount of the Mortgage Loan;

     

    (xiv)  the
      Stated Principal Balance of the Mortgage Loan as of the close of business on
      the
      Cut-off Date;

     

    (xv)  with
      respect to each adjustable rate Mortgage Loan, the first Adjustment
      Date;

     

    (xvi)  with
      respect to each adjustable rate Mortgage Loan, the Gross Margin;

     

    (xvii)  a
      code
      indicating the purpose of the loan (i.e., purchase financing, rate/term
      refinancing, cash-out refinancing);

     

    (xviii)  with
      respect to each adjustable rate Mortgage Loan, the Maximum Mortgage Rate under
      the terms of the Mortgage Note;

     

    (xix)  with
      respect to each adjustable rate Mortgage Loan, the Minimum Mortgage Rate under
      the terms of the Mortgage Note;

     

    (xx)  the
      Mortgage Rate at origination;

     

    (xxi)  with
      respect to each adjustable rate Mortgage Loan, the Periodic Rate
      Cap;

     

    (xxii)  with
      respect to each adjustable rate Mortgage Loan, the first Adjustment Date
      immediately following the Cut-off Date;

     

    (xxiii)  with
      respect to each adjustable rate Mortgage Loan, the Index;

     

    (xxiv)  the
      date
      on which the first Monthly Payment was due on the Mortgage Loan and, if such
      date is not consistent with the Due Date currently in effect, such Due
      Date;

     

    (xxv)  a
      code
      indicating whether the Mortgage Loan is an Adjustable Rate Mortgage Loan or
      a
      fixed rate Mortgage Loan;

     

    (xxvi)  a
      code
      indicating the documentation style (i.e., full, stated or limited);

     

    (xxvii)  a
      code
      indicating if the Mortgage Loan is subject to a primary insurance policy or
      lender paid mortgage insurance policy and the name of the insurer;

     

    (xxviii)  the
      Appraised Value of the Mortgaged Property;

     

    (xxix)  the
      sale
      price of the Mortgaged Property, if applicable;

     

    (xxx)  a
      code
      indicating whether the Mortgage Loan is subject to a Prepayment Charge, the
      term
      of such Prepayment Charge and the amount of such Prepayment Charge;

     

    (xxxi)  the
      product type (e.g., 2/28, 15 year fixed, 30 year fixed, 15/30 balloon,
      etc.);

     

    (xxxii)  the
      Mortgagor’s debt to income ratio;

     

    (xxxiii)  the
      FICO
      score at origination; and

     

    (xxxiv)  the
      initial seller who sold such Mortgage Loan to the Sponsor.

     

    Such
      schedule shall also set forth the aggregate Cut-off Date Principal Balance
      for
      all of the Mortgage Loans.

     

    Mortgage
      Note:
      The
      original executed note or other evidence of indebtedness of a Mortgagor under
      a
      Mortgage Loan.

     

    Mortgage
      Rate:
      With
      respect to each Mortgage Loan, the annual rate at which interest accrues on
      such
      Mortgage Loan from time to time in accordance with the provisions of the related
      Mortgage Note, which rate with respect to each adjustable rate Mortgage Loan
      (A)
      as of any date of determination until the first Adjustment Date following the
      Cut-off Date shall be the rate set forth in the Mortgage Loan Schedule as the
      Mortgage Rate in effect immediately following the Cut-off Date and (B) as of
      any
      date of determination thereafter shall be the rate as adjusted on the most
      recent Adjustment Date equal to the sum, rounded to the nearest 0.125% as
      provided in the Mortgage Note, of the Index, as most recently available as
      of a
      date prior to the Adjustment Date as set forth in the related Mortgage Note,
      plus the related Gross Margin; provided that the Mortgage Rate on such
      adjustable rate Mortgage Loan on any Adjustment Date shall never be more than
      the lesser of (i) the sum of the Mortgage Rate in effect immediately prior
      to
      the Adjustment Date plus the related Periodic Rate Cap, if any, and (ii) the
      related Maximum Mortgage Rate, and shall never be less than the greater of
      (i)
      the Mortgage Rate in effect immediately prior to the Adjustment Date less the
      Periodic Rate Cap, if any, and (ii) the related Minimum Mortgage Rate. With
      respect to each Mortgage Loan that becomes an REO Property, as of any date
      of
      determination, the annual rate determined in accordance with the immediately
      preceding sentence as of the date such Mortgage Loan became an REO
      Property.

     

    Mortgaged
      Property:
      The
      underlying property securing a Mortgage Loan.

     

    Mortgagor:
      The
      obligor on a Mortgage Note.

     

    Net
      Funds Cap:
      With
      respect to any Distribution Date, a per annum rate equal to the product of
      (I)(a) a fraction, expressed as a percentage, the numerator of which is the
      Optimal Interest Remittance Amount for such Distribution Date and the
      denominator of which is the aggregate Stated Principal Balance of the Mortgage
      Loans for the immediately preceding Distribution Date, minus (b) the sum of
      (1)
      any Net Swap Payment payable to the Swap Provider on such Distribution Date,
      divided by the outstanding Stated Principal Balance of the Mortgage Loans for
      the immediately preceding Distribution Date, and (2) any Swap Termination
      Payment (unless such payment is the result of a Swap Provider Trigger Event
      and
      to the extent not paid by the securities administrator from any upfront payment
      received pursuant to any replacement Interest Rate Swap Agreement that may
      be
      entered into by the Supplemental Interest Trust Trustee) payable to the Swap
      Provider on such Distribution Date, divided by the outstanding aggregate Stated
      Principal Balance of the Mortgage Loans for the immediately preceding
      Distribution Date and (II) 12.
      The Net
      Funds Cap will be adjusted to an effective rate reflecting the accrual of
      interest on an actual/360 basis.
      With
      respect to any Distribution Date and the REMIC III Regular Interests the
      ownership of which is represented by the Class A Certificates, Mezzanine
      Certificates and Class B Certificates, the weighted average (adjusted for the
      actual number of days elapsed in the related Accrual Period) of the
      Uncertificated REMIC II Pass-Through Rate on the REMIC II Regular Interests
      (other than REMIC II Regular Interest LT-IO and REMIC II Regular Interest LT-P),
      weighted on the basis of the Uncertificated Principal Balance of each such
      REMIC
      II Regular Interest immediately prior to such Distribution Date.

     

    Net
      Interest Shortfalls:
      Shall
      mean Interest Shortfalls net of payments by the Servicer or the Master Servicer
      in respect of Compensating Interest.

     

    Net
      Mortgage Rate:
      As to
      each Mortgage Loan, and at any time, the per annum rate equal to the related
      Mortgage Rate less the sum of (i) the Servicing Fee Rate, (ii) the Master
      Servicing Fee Rate, (iii) the Credit Risk Management Fee Rate and (iv) the
      rate
      at which the fee payable to any provider of lender-paid mortgage insurance
      is
      calculated, if applicable.

     

    Net
      Swap Payment:
      With
      respect to each Distribution Date, the net payment required to be made pursuant
      to the terms of the Swap Agreement by either the Swap Provider or the
      Supplemental Interest Trust, which net payment shall not take into account
      any
      Swap Termination Payment.

     

    Non-Book-Entry
      Certificate:
      Any
      Certificate other than a Book-Entry Certificate.

     

    Nonrecoverable
      Advance:
      With
      respect any Mortgage Loan, any portion of an Advance or Servicing Advance
      previously made or proposed to be made by the Servicer pursuant to the Servicing
      Agreement or the Trustee as Successor Servicer, that, in the good faith judgment
      of the Servicer or the Trustee as Successor Servicer, will not or, in the case
      of a proposed Advance or Servicing Advance, would not, be ultimately recoverable
      by it from the related Mortgagor, related Liquidation Proceeds, Insurance
      Proceeds or otherwise.

     

    Notional
      Amount:
      For
      each Distribution Date shall be equal to the lesser of (a) the Aggregate Loan
      Balance of the Mortgage Loans on the Business Day immediately preceding such
      Distribution Date and (b) the Swap Notional Amount for such Distribution Date
      as
      set forth in the Swap Agreement.

     

    Officer’s
      Certificate:
      A
      certificate (i) signed by the Chairman of the Board, the Vice Chairman of the
      Board, the President, a Vice President (however denominated), an Assistant
      Vice
      President, the Treasurer, the Secretary, or one of the assistant treasurers
      or
      assistant secretaries of the Depositor or the Trustee (or any other officer
      customarily performing functions similar to those performed by any of the above
      designated officers and also to whom, with respect to a particular matter,
      such
      matter is referred because of such officer’s knowledge of and familiarity with a
      particular subject) or (ii), if provided for in the Servicing Agreement, signed
      by an Authorized Servicer Representative, as the case may be, and delivered
      to
      the Depositor, the Sponsor, the Master Servicer, the Securities Administrator
      and/or the Trustee, as the case may be, as required by the Servicing
      Agreement.

     

    One-Month
      LIBOR:
      With
      respect to any Accrual Period (other than the first Accrual Period), the rate
      determined by the Securities Administrator on the related Interest Determination
      Date on the basis of the rate for U.S. dollar deposits for one month that
      appears on Telerate Screen Page 3750 as of 11:00 a.m. (London time) on such
      Interest Determination Date. If such rate does not appear on such page (or
      such
      other page as may replace that page on that service, or if such service is
      no
      longer offered, such other service for displaying One-Month LIBOR or comparable
      rates as may be reasonably selected by the Securities Administrator), One-Month
      LIBOR for the applicable Accrual Period will be the Reference Bank Rate. If
      no
      such quotations can be obtained by the Securities Administrator and no Reference
      Bank Rate is available, One-Month LIBOR will be One-Month LIBOR applicable
      to
      the preceding Accrual Period. The establishment of One-Month LIBOR on each
      Interest Determination Date by the Securities Administrator and the Securities
      Administrator’s calculation of the rate of interest applicable to the Senior
      Certificates and the Subordinate Certificates for the related Accrual Period
      shall, in the absence of manifest error, be final and binding. With respect
      to
      the first Accrual period, One-Month LIBOR shall equal 5.341% per
      annum.

     

    One-Year
      LIBOR:
      The per
      annum rate equal to the average of interbank offered rates for one-year U.S.
      dollar-denominated deposits in the London market based on quotations of major
      banks as published in The Wall Street Journal and most recently available as
      of
      the time specified in the related Mortgage Note.

     

    Opinion
      of Counsel:
      A
      written opinion of counsel, who may be counsel for the Sponsor, the Master
      Servicer, the Depositor or the Servicer, reasonably acceptable to each addressee
      of such opinion; provided that with respect to Section 2.05, 7.05 or 11.01,
      or the interpretation or application of the REMIC Provisions, such counsel
      must
      (i) in fact be independent of the Sponsor, the Master Servicer Depositor and
      the
      Servicer, (ii) not have any direct financial interest in the Sponsor, the
      Depositor, the Master Servicer or the Servicer or in any affiliate of any of
      them, and (iii) not be connected with the Sponsor, the Depositor, the Master
      Servicer or the Servicer as an officer, employee, promoter, underwriter,
      trustee, partner, director or person performing similar functions.

     

    Optimal
      Interest Remittance Amount:
      With
      respect to any Distribution Date, will be equal to the excess of (i) the product
      of (1)(x) the weighted average Net Mortgage Rates of the Mortgage Loans as
      of
      the first day of the related Due Period divided by (y) 12 and (2) the Aggregate
      Loan Balance of the Mortgage Loans for the immediately preceding Distribution
      Date, over (ii) any expenses that reduce the Interest Remittance Amount that
      did
      not arise as a result of a default or delinquency of the Mortgage Loans or
      were
      not taken into account in computing the expense fee rate.

     

    Optional
      Termination:
      The
      termination of the Trust Fund created hereunder as a result of the purchase
      of
      all of the Mortgage Loans and any related REO Property pursuant to
      Section 10.01.

     

    Optional
      Termination Date:
      The
      first Distribution Date on which the Master Servicer may purchase, at its
      option, the Mortgage Loans and related REO Properties as described in
      Section 10.01.

     

    OTS:
      The
      Office of Thrift Supervision or any successor thereto.

     

    Outstanding:
      With
      respect to the Certificates as of any date of determination, all Certificates
      theretofore executed and authenticated under this Agreement except:

     

    (a) Certificates
      theretofore canceled by the Securities Administrator or delivered to the
      Securities Administrator for cancellation; and

     

    (b) Certificates
      in exchange for which or in lieu of which other Certificates have been executed
      and delivered by the Securities Administrator pursuant to this
      Agreement.

     

    Outstanding
      Mortgage Loan:
      As of
      any date of determination, a Mortgage Loan with a Stated Principal Balance
      greater than zero that was not the subject of a Principal Prepayment in full,
      and that did not become a Liquidated Loan, prior to the end of the related
      Prepayment Period.

     

    Overcollateralization
      Amount:
      With
      respect to any Distribution Date, the excess, if any, of (a) the Aggregate
      Loan
      Balance for such Distribution Date over (b) the aggregate Certificate Principal
      Balance of the Publicly Offered Certificates and the Class B Certificates on
      such Distribution Date (after taking into account the payment of 100% of the
      Principal Remittance Amount (without regard to any payments made pursuant to
      the
      Swap Agreement with respect to Realized Losses) on such Distribution
      Date).

     

    Overcollateralization
      Deficiency Amount:
      With
      respect to any Distribution Date, the amount, if any, by which (x) the Targeted
      Overcollateralization Amount for such Distribution Date exceeds (y) the
      Overcollateralization Amount for such Distribution Date, calculated for this
      purpose after giving effect to the reduction on such Distribution Date of the
      aggregate Certificate Principal Balance of the Publicly Offered Certificates
      and
      the Class B Certificates resulting from the payment of the Principal Remittance
      Amount (without regard to any payments made pursuant to the Swap Agreement
      with
      respect to Realized Losses) on such Distribution Date, but prior to allocation
      of any Applied Loss Amount on such Distribution Date.

     

    Overcollateralization
      Release Amount:
      With
      respect to any Distribution Date, the lesser of (x) the Principal Remittance
      Amount (without regard to any payments made pursuant to the Swap Agreement
      with
      respect to Realized Losses) for such Distribution Date and (y) the amount,
      if
      any, by which (1) the Overcollateralization Amount for such date exceeds (2)
      the
      Targeted Overcollateralization Amount for such Distribution Date.

     

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

     

    Pass-Through
      Rate:
      The
      Class A-1, Class A-2, Class A-3, Class A-4, Class M-1, Class M-2, Class M-3,
      Class M-4, Class M-5, Class M-6, Class M-7, Class M-8, Class M-9, Class B-1,
      Class B-2 and Class X Pass-Through Rate, as applicable.

     

    Payahead:
      Any
      Scheduled Payment intended by the related Mortgagor to be applied in a Due
      Period subsequent to the Due Period in which such payment was
      received.

     

    PCAOB:
      Shall
      mean the Public Company Accounting Oversight Board.

     

    Percentage
      Interest:
      With
      respect to any Certificate of a specified Class, the Percentage Interest set
      forth on the face thereof or the percentage obtained by dividing the
      Denomination of such Certificate by the aggregate of the Denominations of all
      Certificates of such Class.

     

    Periodic
      Rate Cap:
      With
      respect to the Adjustment Date for any adjustable rate Mortgage Loan, the fixed
      percentage set forth in the related Mortgage Note, which is the maximum amount
      by which the Mortgage Rate for such adjustable rate Mortgage Loan may increase
      or decrease (without regard to the Maximum Mortgage Interest Rate or the Minimum
      Mortgage Interest Rate) on such Adjustment Date from the Mortgage Rate in effect
      immediately prior to such Adjustment Date.

     

    Permitted
      Investments:
      At any
      time, any one or more of the following obligations and securities:

     

    (i)  direct
      obligations of, or obligations fully guaranteed as to timely payment of
      principal and interest by, the United States or any agency thereof, provided
      such obligations are unconditionally backed by the full faith and credit of
      the
      United States;

     

    (ii)  general
      obligations of or obligations guaranteed by any state of the United States
      or
      the District of Columbia receiving the highest long-term debt rating of each
      Rating Agency, or such lower rating as will not result in the downgrading or
      withdrawal of the ratings then assigned to the Certificates by each Rating
      Agency, as evidenced by a signed writing delivered by each Rating
      Agency;

     

    (iii)  commercial
      or finance company paper which is then receiving the highest commercial or
      finance company paper rating of each Rating Agency that rates such securities,
      or such lower rating as will not result in the downgrading or withdrawal of
      the
      ratings then assigned to the Certificates by each Rating Agency, as evidenced
      by
      a signed writing delivered by each Rating Agency;

     

    (iv)  certificates
      of deposit, demand or time deposits, or bankers’ acceptances issued by any
      depository institution or trust company incorporated under the laws of the
      United States or of any state thereof and subject to supervision and examination
      by federal and/or state banking authorities (including the Trustee or the Master
      Servicer in its commercial banking capacity), provided that the commercial
      paper
      and/or long term unsecured debt obligations of such depository institution
      or
      trust company are then rated one of the two highest long-term and the highest
      short-term ratings of each such Rating Agency for such securities, or such
      lower
      ratings as will not result in the downgrading or withdrawal of the rating then
      assigned to the Certificates by any Rating Agency, as evidenced by a signed
      writing delivered by each Rating Agency;

     

    (v)  demand
      or
      time deposits or certificates of deposit issued by any bank or trust company
      or
      savings institution to the extent that such deposits are fully insured by the
      FDIC;

     

    (vi)  guaranteed
      reinvestment agreements issued by any bank, insurance company or other
      corporation containing, at the time of the issuance of such agreements, such
      terms and conditions as will not result in the downgrading or withdrawal of
      the
      rating then assigned to the Certificates by any such Rating Agency, as evidenced
      by a signed writing delivered by each Rating Agency;

     

    (vii)  repurchase
      obligations with respect to any security described in clauses (i) and (ii)
      above, in either case entered into with a depository institution or trust
      company (acting as principal) described in clause (iv) above;

     

    (viii)  securities
      (other than stripped bonds, stripped coupons or instruments sold at a purchase
      price in excess of 115% of the face amount thereof) bearing interest or sold
      at
      a discount issued by any corporation incorporated under the laws of the United
      States or any state thereof which, at the time of such investment, have one
      of
      the two highest long term ratings of each Rating Agency, or such lower rating
      as
      will not result in the downgrading or withdrawal of the rating then assigned
      to
      the Certificates by any Rating Agency, as evidenced by a signed writing
      delivered by each Rating Agency;

     

    (ix)  units
      of
      money market funds registered under the Investment Company Act of 1940 including
      funds managed or advised by the Trustee, the Master Servicer or an affiliate
      of
      either, having a rating by S&P of AAAm or AAAm-G, and if rated by Moody’s,
      rated Aaa, Aa1 or Aa2, and if rated by Fitch, F1, F2 or F3;

     

    (x)  short
      term investment funds sponsored by any trust company or banking association
      incorporated under the laws of the United States or any state thereof (including
      any such fund managed or advised by the Trustee, the Master Servicer or any
      affiliate thereof) which on the date of acquisition has been rated by each
      Rating Agency in their respective highest applicable rating category or such
      lower rating as will not result in the downgrading or withdrawal of the ratings
      then assigned to the Certificates by each Rating Agency, as evidenced by a
      signed writing delivered by each Rating Agency; and

     

    (xi)  such
      other investments having a specified stated maturity and bearing interest or
      sold at a discount acceptable to each Rating Agency as will not result in the
      downgrading or withdrawal of the rating then assigned to the Certificates by
      any
      Rating Agency, as evidenced by a signed writing delivered by each Rating Agency,
      as evidenced by a signed writing delivered by each Rating Agency;

     

    provided,
      however, that no instrument described hereunder shall evidence either the right
      to receive (a) only interest with respect to the obligations underlying such
      instrument or (b) both principal and interest payments derived from obligations
      underlying such instrument and the interest and principal payments with respect
      to such instrument provide a yield to maturity at par greater than 120% of
      the
      yield to maturity at par of the underlying obligations.

     

    Permitted
      Transferee:
      Any
      person other than (i) the United States, any State or political subdivision
      thereof, any possession of the United States or any agency or instrumentality
      of
      any of the foregoing, (ii) a foreign government, International Organization
      or
      any agency or instrumentality of either of the foregoing, (iii) an organization
      (except certain farmers’ cooperatives described in Section 521 of the Code)
      that is exempt from tax imposed by Chapter 1 of the Code (including the tax
      imposed by Section 511 of the Code on unrelated business taxable income) on
      any excess inclusions (as defined in Section 860E(c)(1) of the Code) with
      respect to any Residual Certificate, (iv) rural electric and telephone
      cooperatives described in Section 1381(a)(2)(C) of the Code, (v) a Person
      that is not a citizen or resident of the United States, a corporation,
      partnership (other than a partnership that has any direct or indirect foreign
      partners) or other entity (treated as a corporation or a partnership for federal
      income tax purposes), created or organized in or under the laws of the United
      States, any state thereof or the District of Columbia, an estate whose income
      from sources without the United States is includible in gross income for United
      States federal income tax purposes regardless of its connection with the conduct
      of a trade or business within the United States, or a trust if a court within
      the United States is able to exercise primary supervision over the
      administration of the trust and one or more United States persons have authority
      to control all substantial decisions of the trustor and (vi) any other Person
      based upon an Opinion of Counsel (which shall not be an expense of the Trustee)
      that states that the Transfer of an Ownership Interest in a Residual Certificate
      to such Person may cause any REMIC to fail to qualify as a REMIC at any time
      that any Certificates are Outstanding. The terms “United States,” “State” and
“International Organization” shall have the meanings set forth in
      Section 7701 of the Code or successor provisions. A corporation will not be
      treated as an instrumentality of the United States or of any State or political
      subdivision thereof for these purposes if all of its activities are subject
      to
      tax and, with the exception of Freddie Mac, a majority of its board of directors
      is not selected by such government unit.

     

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

     

    Prepayment
      Assumption:
      The
      assumed rate of prepayment, as described in the Prospectus Supplement relating
      to each Class of Publicly Offered Certificates.

     

    Prepayment
      Charge:
      With
      respect to any Principal Prepayment, any prepayment premium, penalty or charge
      payable by a Mortgagor in connection with any Principal Prepayment on a Mortgage
      Loan pursuant to the terms of the related Mortgage Note (other than any Servicer
      Prepayment Charge Payment Amount) as shown on the Prepayment Charge
      Schedule.

     

    Prepayment
      Charge Schedule:
      As of
      any date, the list of Mortgage Loans providing for a Prepayment Charge included
      in the Trust Fund on such date, attached hereto as Exhibit K (including the
      prepayment charge summary attached thereto). The Depositor shall deliver or
      cause the delivery of the Prepayment Charge Schedule to the Servicer, the Master
      Servicer and the Trustee on the Closing Date. The Prepayment Charge Schedule
      shall set forth the following information with respect to each Prepayment
      Charge:

     

    
      	
              (i)

            	
              the
                Mortgage Loan identifying number;

            
	 	 
	
              (ii)

            	
              a
                code indicating the type of Prepayment Charge;

            
	 	 
	
              (iii)

            	
              the
                date on which the first Monthly Payment was due on the related Mortgage
                Loan;

            
	 	 
	
              (iv)

            	
              the
                term of the related Prepayment Charge;

            
	 	 
	
              (v)

            	
              the
                original Stated Principal Balance of the related Mortgage Loan;
                and

            
	 	 
	
              (vi)

            	
              the
                Stated Principal Balance of the related Mortgage Loan as of the Cut-off
                Date.

            


    

    


    Prepayment
      Interest Shortfall:
      With
      respect to any Distribution Date, for each Mortgage Loan that was the subject
      of
      a Principal Prepayment in full during the portion of the related Prepayment
      Period occurring in the month prior to the month in which such Distribution
      Date
      occurs, (other than a Principal Prepayment in full resulting from the purchase
      of a Mortgage Loan pursuant to Section 2.02, 2.03, 3.24 or 10.01 hereof),
      the amount, if any, by which (i) one month’s interest at the applicable Net
      Mortgage Rate on the Stated Principal Balance of such Mortgage Loan immediately
      prior to such prepayment exceeds (ii) the amount of interest paid or collected
      in connection with such Principal Prepayment less the sum of (a) the Servicing
      Fee, (b) the Credit Risk Management Fee and (c) the fee payable to any provider
      of lender-paid mortgage insurance, if any.

     

    Prepayment
      Period:
      With
      respect to any Distribution Date, and (a) prepayments in full, the
      16th
      of the
      immediately preceding calendar month (or with respect to the first Prepayment
      Period, the Closing Date) through the 15th
      of the
      month in which such Distribution Date occurs or (b) prepayments in part, the
      prior calendar month.

     

    Principal
      Payment Amount:
      With
      respect to each Distribution Date, the Principal Remittance Amount for such
      date
      minus the Overcollateralization Release Amount, if any, for such Distribution
      Date.

     

    Principal
      Prepayment:
      Any
      Mortgagor payment or other recovery of (or proceeds with respect to) principal
      on a Mortgage Loan (including loans purchased or repurchased under Sections
      2.02, 2.03, 3.26 and 10.01 hereof) that is received in advance of its scheduled
      Due Date and is not accompanied by an amount as to interest representing
      scheduled interest due on any Due Date in any month or months subsequent to
      the
      month of prepayment. Partial Principal Prepayments shall be applied by the
      Servicer in accordance with the terms of the related Mortgage Note.

     

    Principal
      Remittance Amount:
      With
      respect to any Distribution Date, the sum, without duplication, of (a) the
      principal portion of all Scheduled Payments on the Mortgage Loans due during
      the
      related Due Period whether or not received on or prior to the related
      Determination Date, (b) the principal portion of all unscheduled collections
      (other than Payaheads) including Insurance Proceeds, Condemnation Proceeds,
      Subsequent Recoveries and all full and partial Principal Prepayments exclusive
      of prepayment charges or penalties collected during the related Prepayment
      Period, to the extent applied as recoveries of principal on the Mortgage Loans,
      (c) the Stated Principal Balance of each Mortgage Loan that was repurchased
      by
      the Sponsor during the related Prepayment Period pursuant to Sections 2.02,
      2.03 and 3.24, (d) the aggregate of all Substitution Adjustment Amounts received
      during the related Prepayment Period for the related Determination Date in
      connection with the substitution of Mortgage Loans pursuant to
      Section 2.03(b), (e) amounts in respect of principal on the Mortgage Loans
      paid by the Master Servicer pursuant to Section 10.01, (f) all Liquidation
      Proceeds and Subsequent Recoveries with respect to the Mortgage Loans collected
      during the related Prepayment Period (to the extent such Liquidation Proceeds
      and Subsequent Recoveries relate to principal), in each case to the extent
      remitted by the Servicer to the Distribution Account pursuant to this Agreement,
      (g) the principal portion of Payaheads previously received on the Mortgage
      Loans
      and intended for application in the related Due Period and (h) any payments
      made
      pursuant to the Swap Agreement with respect to Realized Losses, minus (ii)
      all
      amounts required to be reimbursed by the Trust pursuant to Sections 4.02,
      4.05, 4.07, 5.10 and 9.05 or as otherwise set forth in this Agreement, the
      Servicing Agreement or the Custodial Agreement and to the extent not reimbursed
      from the Interest Remittance Amount for
      such
      Distribution Date.

     

    Private
      Certificate:
      Each of
      the Class B-1, Class B-2, Class X, Class P and Class R
      Certificates.

     

    Prospectus
      Supplement:
      The
      Prospectus Supplement dated April 26, 2006 relating to the offering of the
      Publicly Offered Certificates.

     

    Protected
      Account:
      An
      account established and maintained for the benefit of the Certificateholders
      by
      the Servicer with respect to the Mortgage Loans and any related REO Properties
      pursuant to the Servicing Agreement.

     

    Publicly
      Offered Certificates:
      Any
      Certificates other than the Private Certificates.

     

    PUD:
      A
      planned unit development.

     

    Purchase
      Price:
      With
      respect to any Mortgage Loan required to be repurchased by the Sponsor pursuant
      to Section 2.02, 2.03 or 3.24 hereof and as confirmed by an Officer’s
      Certificate from the Sponsor to the Trustee, an amount equal to the sum of
      (i)
      100% of the outstanding principal balance of the Mortgage Loan as of the date
      of
      such purchase plus, (ii) 30 days’ accrued interest thereon at the applicable Net
      Mortgage Rate, plus any portion of the Servicing Fee, Servicing Advances and
      Advances payable to the Servicer or Master Servicer, as applicable, with respect
      to such Mortgage Loan plus (iii) any costs and damages of the Trust Fund in
      connection with any violation by such Mortgage Loan of any abusive or predatory
      lending law, including any expenses incurred by the Trustee with respect to
      such
      Mortgage Loan prior to the purchase thereof.

     

    Rating
      Agency:
      Each of
      Moody’s, S&P, Fitch and DBRS. If any such organization or its successor is
      no longer in existence, “Rating Agency” shall be a nationally recognized
      statistical rating organization, or other comparable Person, designated by
      the
      Depositor, notice of which designation shall be given to the Trustee. References
      herein to a given rating category of a Rating Agency shall mean such rating
      category without giving effect to any modifiers.

     

    Realized
      Loss:
      With
      respect to each Mortgage Loan as to which a Final Recovery Determination has
      been made, an amount (not less than zero) equal to (i) the Stated Principal
      Balance of such Mortgage Loan as of the commencement of the calendar month
      in
      which the Final Recovery Determination was made, plus (ii) accrued interest
      from
      the Due Date as to which interest was last paid by the Mortgagor through the
      end
      of the calendar month in which such Final Recovery Determination was made,
      calculated in the case of each calendar month during such period (A) at an
      annual rate equal to the annual rate at which interest was then accruing on
      such
      Mortgage Loan and (B) on a principal amount equal to the Stated Principal
      Balance of such Mortgage Loan as of the close of business on the Distribution
      Date during such calendar month, minus (iii) the proceeds, if any, received
      in
      respect of such Mortgage Loan during the calendar month in which such Final
      Recovery Determination was made, net of amounts that are payable therefrom
      to
      the Servicer pursuant to the Servicing Agreement. To the extent the Servicer
      receives Subsequent Recoveries with respect to any Mortgage Loan, the amount
      of
      the Realized Loss with respect to that Mortgage Loan will be reduced to the
      extent that Subsequent Recoveries are applied to reduce the Certificate
      Principal Balance of any Class of Certificates on any Distribution
      Date.

     

    With
      respect to any REO Property as to which a Final Recovery Determination has
      been
      made, an amount (not less than zero) equal to (i) the Stated Principal Balance
      of the related Mortgage Loan as of the date of acquisition of such REO Property
      on behalf of REMIC I, plus (ii) accrued interest from the Due Date as to which
      interest was last paid by the Mortgagor in respect of the related Mortgage
      Loan
      through the end of the calendar month immediately preceding the calendar month
      in which such REO Property was acquired, calculated in the case of each calendar
      month during such period (A) at an annual rate equal to the annual rate at
      which
      interest was then accruing on the related Mortgage Loan and (B) on a principal
      amount equal to the Stated Principal Balance of the related Mortgage Loan as
      of
      the close of business on the Distribution Date during such calendar month,
      minus
      (iii) the aggregate of all unreimbursed Advances and Servicing
      Advances.

     

    With
      respect to each Mortgage Loan which has become the subject of a Deficient
      Valuation, the difference between the principal balance of the Mortgage Loan
      outstanding immediately prior to such Deficient Valuation and the principal
      balance of the Mortgage Loan as reduced by the Deficient Valuation.

     

    With
      respect to each Mortgage Loan which has become the subject of a Debt Service
      Reduction, the portion, if any, of the reduction in each affected Monthly
      Payment attributable to a reduction in the Mortgage Rate imposed by a court
      of
      competent jurisdiction. Each such Realized Loss shall be deemed to have been
      incurred on the Due Date for each affected Monthly Payment.

     

    In
      addition, to the extent the Servicer receives Subsequent Recoveries with respect
      to any Mortgage Loan, the amount of the Realized Loss with respect to that
      Mortgage Loan will be reduced to the extent such Subsequent Recoveries are
      applied to reduce the Certificate Principal Balance of any Class of Certificates
      on any Distribution Date.

     

    Record
      Date:
      With
      respect to the Publicly Offered Certificates and Class B Certificates and any
      Distribution Date, so long as such Certificates are Book-Entry Certificates,
      the
      Business Day preceding such Distribution Date, and otherwise, the close of
      business on the last Business Day of the month preceding the month in which
      such
      Distribution Date occurs. With respect to the Class X, Class P and Class R
      Certificates and any Distribution Date, the close of business on the last
      Business Day of the month preceding the month in which such Distribution Date
      occurs.

     

    Reference
      Banks:
      Shall
      mean leading banks selected by the Securities Administrator and engaged in
      transactions in Eurodollar deposits in the international Eurocurrency market
      (i)
      with an established place of business in London, (ii) which have been designated
      as such by the Securities Administrator and (iii) which are not controlling,
      controlled by, or under common control with, the Depositor, the Sponsor or
      the
      Servicer.

     

    Reference
      Bank Rate:
      With
      respect to any Accrual Period shall mean the arithmetic mean, rounded upwards,
      if necessary, to the nearest whole multiple of 0.03125%, of the offered rates
      for United States dollar deposits for one month that are quoted by the Reference
      Banks as of 11:00 a.m., New York City time, on the related Interest
      Determination Date to prime banks in the London interbank market for a period
      of
      one month in an amount approximately equal to the aggregate Certificate
      Principal Balance of the Publicly Offered Certificates and Class B Certificates
      for such Accrual Period, provided that at least two such Reference Banks provide
      such rate. If fewer than two offered rates appear, the Reference Bank Rate
      will
      be the arithmetic mean, rounded upwards, if necessary, to the nearest whole
      multiple of 0.03125%, of the rates quoted by one or more major banks in New
      York
      City, selected by the Securities Administrator, as of 11:00 a.m., New York
      City
      time, on such date for loans in United States dollars to leading European banks
      for a period of one month in amounts approximately equal to the aggregate
      Certificate Principal Balance of the Publicly Offered Certificates and Class
      B
      Certificates for such Accrual Period.

     

    Regular
      Certificate:
      Any
      Certificate other than a Residual Certificate.

     

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

     

    Relevant
      Servicing Criteria:
      Means
      with respect to any Servicing Function Participant, the Servicing Criteria
      applicable to such party, as set forth on Exhibit
      L
      attached
      hereto. For clarification purposes, multiple parties can have responsibility
      for
      the same Relevant Servicing Criteria. With respect to a Servicing Function
      Participant engaged by the Master Servicer, the Securities Administrator or
      the
      Servicer, the term “Relevant Servicing Criteria” may refer to a portion of the
      Relevant Servicing Criteria applicable to such party.

     

    Relief
      Act:
      The
      Servicemembers Civil Relief Act of 2003, as amended from time to time or similar
      state or local laws.

     

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

     

    REMIC
      I:
      The
      segregated pool of assets subject hereto, constituting the primary trust created
      hereby and to be administered hereunder, with respect to which a REMIC election
      is to be made, consisting of (i) the Mortgage Loans and all interest accruing
      and principal due with respect thereto after the Cut-off Date to the extent
      not
      applied in computing the Cut-off Date Principal Balance thereof and all related
      Prepayment Charges; (ii) the related Mortgage Files, (iii) the
      Protected Account (other than any amounts representing any Servicer Prepayment
      Charge Payment Amount), the Distribution Account, the Class P Certificate
      Account and such assets that are deposited therein from time to time, together
      with any and all income, proceeds and payments with respect thereto; (iv)
      property that secured a Mortgage Loan and has been acquired by foreclosure,
      deed
      in lieu of foreclosure or otherwise; (v) the mortgagee’s rights under the
      Insurance Policies with respect to the Mortgage Loans; (vi) the rights under
      the
      Mortgage Loan Purchase Agreement, and (vii) all proceeds of the foregoing,
      including proceeds of conversion, voluntary or involuntary, of any of the
      foregoing into cash or other liquid property. Notwithstanding
      the foregoing, however, REMIC I specifically excludes (i) all payments and
      other
      collections of principal and interest due on the Mortgage Loans on or before
      the
      Cut-off Date, (ii) all Prepayment Charges payable in connection with Principal
      Prepayments on the Mortgage Loans made before the Cut-off Date, (iii) the Basis
      Risk Shortfall Reserve Fund, (iv) the Swap Agreement and (v) the Supplemental
      Interest Trust.

     

    REMIC
      I Regular Interest:
      Any of
      the separate non-certificated beneficial ownership interests in REMIC I issued
      hereunder and designated as a “regular interest” in REMIC I. Each REMIC I
      Regular Interest shall accrue interest at the related Uncertificated REMIC
      I
      Pass-Through Rate in effect from time to time, and shall be entitled to
      distributions of principal, subject to the terms and conditions hereof, in
      an
      aggregate amount equal to its initial Uncertificated Principal Balance as set
      forth in the Preliminary Statement hereto. The designations for the respective
      REMIC I Regular Interests are set forth in the Preliminary Statement
      hereto.

     

    REMIC
      II:
      The
      segregated pool of assets consisting of all of the REMIC I Regular Interests
      conveyed in trust to the Trustee, for the benefit of the Holders of the REMIC
      II
      Regular Interests and the Holders of the Class R (as holders of the Class R-II
      Interest), pursuant to Article II hereunder, and all amounts deposited therein,
      with respect to which a separate REMIC election is to be made.

     

    REMIC
      II Interest Loss Allocation Amount:
      With
      respect to any Distribution Date, an amount equal to (a) the product of (i)
      the
      aggregate Stated Principal Balance of the Mortgage Loans and REO Properties
      then
      outstanding and (ii) the Uncertificated REMIC II Pass-Through Rate for REMIC
      II
      Regular Interest LT-AA minus the Marker Rate, divided by (b) 12.

     

    REMIC
      II Overcollateralization Amount:
      With
      respect to any date of determination, (i) 1.00% of the aggregate Uncertificated
      Principal Balances of the REMIC II Regular Interests minus (ii) the aggregate
      of
      the Uncertificated Principal Balances of REMIC II Regular Interest LT-A1, REMIC
      II Regular Interest LT-A2, REMIC II Regular Interest LT-A3, REMIC II Regular
      Interest LT-A4, REMIC II Regular Interest LT-M1, REMIC II Regular Interest
      LT-M2, REMIC II Regular Interest LT-M3, REMIC II Regular Interest LT-M4, REMIC
      II Regular Interest LT-M5, REMIC II Regular Interest LT-M6, REMIC II Regular
      Interest LT-M7, REMIC II Regular Interest LT-M8, REMIC II Regular Interest
      LT-M9, REMIC II Regular Interest LT-B1, REMIC II Regular Interest LT-B2 and
      REMIC II Regular Interest LT-P, in each case as of such date of
      determination.

     

    REMIC
      II Principal Loss Allocation Amount:
      With
      respect to any Distribution Date, an amount equal to (a) the product of (i)
      the
      aggregate Stated Principal Balance of the Mortgage Loans and REO Properties
      then
      outstanding and (ii) 1 minus a fraction, the numerator of which is two times
      the
      aggregate of the Uncertificated Principal Balances of REMIC II Regular Interest
      LT-A1, REMIC II Regular Interest LT-A2, REMIC II Regular Interest LT-A3, REMIC
      II Regular Interest LT-A4, REMIC II Regular Interest LT-M1, REMIC II Regular
      Interest LT-M2, REMIC II Regular Interest LT-M3, REMIC II Regular Interest
      LT-M4, REMIC II Regular Interest LT-M5, REMIC II Regular Interest LT-M6, REMIC
      II Regular Interest LT-M7, REMIC II Regular Interest LT-M8, REMIC II Regular
      Interest LT-M9, REMIC II Regular Interest LT-B1, REMIC II Regular Interest
      LT-B2
      and the denominator of which is the aggregate of the Uncertificated Principal
      Balances of REMIC II Regular Interest LT-A1, REMIC II Regular Interest LT-A2,
      REMIC II Regular Interest LT-A3, REMIC II Regular Interest LT-A4, REMIC II
      Regular Interest LT-M1, REMIC II Regular Interest LT-M2, REMIC II Regular
      Interest LT-M3, REMIC II Regular Interest LT-M4, REMIC II Regular Interest
      LT-M5, REMIC II Regular Interest LT-M6, REMIC II Regular Interest LT-M7, REMIC
      II Regular Interest LT-M8, REMIC II Regular Interest LT-M9, REMIC II Regular
      Interest LT-B1, REMIC II Regular Interest LT-B2 and REMIC II Regular Interest
      LT-ZZ.

     

    REMIC
      II Regular Interests:
      REMIC
      II Regular Interest LT-AA, REMIC II Regular Interest LT-A1, REMIC II Regular
      Interest LT-A2, REMIC II Regular Interest LT-A3, REMIC II Regular Interest
      LT-A4, REMIC II Regular Interest LT-M1, REMIC II Regular Interest LT-M2, REMIC
      II Regular Interest LT-M3, REMIC II Regular Interest LT-M4, REMIC II Regular
      Interest LT-M5, REMIC II Regular Interest LT-M6, REMIC II Regular Interest
      LT-M7, REMIC II Regular Interest LT-M8, REMIC II Regular Interest LT-M9, REMIC
      II Regular Interest LT-B1, REMIC II Regular Interest LT-B2, REMIC II Regular
      Interest LT-ZZ and REMIC II Regular Interest LT-P.

     

    REMIC
      II Regular Interest LT-AA:
      One of
      the separate non-certificated beneficial ownership interests in REMIC II issued
      hereunder and designated as a Regular Interest in REMIC II. REMIC II Regular
      Interest LT-AA shall accrue interest at the related Uncertificated REMIC II
      Pass-Through Rate in effect from time to time, and shall be entitled to
      distributions of principal, subject to the terms and conditions hereof, in
      an
      aggregate amount equal to its initial Uncertificated Principal Balance as set
      forth in the Preliminary Statement hereto.

     

    REMIC
      II Regular Interest LT-A1:
      One of
      the separate non-certificated beneficial ownership interests in REMIC II issued
      hereunder and designated as a Regular Interest in REMIC II. REMIC II Regular
      Interest LT-A1 shall accrue interest at the related Uncertificated REMIC II
      Pass-Through Rate in effect from time to time, and shall be entitled to
      distributions of principal, subject to the terms and conditions hereof, in
      an
      aggregate amount equal to its initial Uncertificated Principal Balance as set
      forth in the Preliminary Statement hereto.

     

    REMIC
      II Regular Interest LT-A2:
      One of
      the separate non-certificated beneficial ownership interests in REMIC II issued
      hereunder and designated as a Regular Interest in REMIC II. REMIC II Regular
      Interest LT-A2 shall accrue interest at the related Uncertificated REMIC II
      Pass-Through Rate in effect from time to time, and shall be entitled to
      distributions of principal, subject to the terms and conditions hereof, in
      an
      aggregate amount equal to its initial Uncertificated Principal Balance as set
      forth in the Preliminary Statement hereto.

     

    REMIC
      II Regular Interest LT-A3:
      One of
      the separate non-certificated beneficial ownership interests in REMIC II issued
      hereunder and designated as a Regular Interest in REMIC II. REMIC II Regular
      Interest LT-A3 shall accrue interest at the related Uncertificated REMIC II
      Pass-Through Rate in effect from time to time, and shall be entitled to
      distributions of principal, subject to the terms and conditions hereof, in
      an
      aggregate amount equal to its initial Uncertificated Principal Balance as set
      forth in the Preliminary Statement hereto.

     

    REMIC
      II Regular Interest LT-A4:
      One of
      the separate non-certificated beneficial ownership interests in REMIC II issued
      hereunder and designated as a Regular Interest in REMIC II. REMIC II Regular
      Interest LT-A4 shall accrue interest at the related Uncertificated REMIC II
      Pass-Through Rate in effect from time to time, and shall be entitled to
      distributions of principal, subject to the terms and conditions hereof, in
      an
      aggregate amount equal to its initial Uncertificated Principal Balance as set
      forth in the Preliminary Statement hereto.

     

    REMIC
      II Regular Interest LT-B1:
      One of
      the separate non-certificated beneficial ownership interests in REMIC II issued
      hereunder and designated as a Regular Interest in REMIC II. REMIC II Regular
      Interest LT-B1 shall accrue interest at the related Uncertificated REMIC II
      Pass-Through Rate in effect from time to time, and shall be entitled to
      distributions of principal, subject to the terms and conditions hereof, in
      an
      aggregate amount equal to its initial Uncertificated Principal Balance as set
      forth in the Preliminary Statement hereto.

     

    REMIC
      II Regular Interest LT-B2:
      One of
      the separate non-certificated beneficial ownership interests in REMIC II issued
      hereunder and designated as a Regular Interest in REMIC II. REMIC II Regular
      Interest LT-B2 shall accrue interest at the related Uncertificated REMIC II
      Pass-Through Rate in effect from time to time, and shall be entitled to
      distributions of principal, subject to the terms and conditions hereof, in
      an
      aggregate amount equal to its initial Uncertificated Principal Balance as set
      forth in the Preliminary Statement hereto.

     

    REMIC
      II Regular Interest LT-IO:
      One of
      the separate non-certificated beneficial ownership interests in REMIC II issued
      hereunder and designated as a Regular Interest in REMIC II. REMIC II Regular
      Interest LT-IO shall accrue interest at the related Uncertificated REMIC II
      Pass-Through Rate in effect from time to time, subject to the terms and
      conditions hereof.

     

    REMIC
      II Regular Interest LT-M1:
      One of
      the separate non-certificated beneficial ownership interests in REMIC II issued
      hereunder and designated as a Regular Interest in REMIC II. REMIC II Regular
      Interest LT-M1 shall accrue interest at the related Uncertificated REMIC II
      Pass-Through Rate in effect from time to time, and shall be entitled to
      distributions of principal, subject to the terms and conditions hereof, in
      an
      aggregate amount equal to its initial Uncertificated Principal Balance as set
      forth in the Preliminary Statement hereto.

     

    REMIC
      II Regular Interest LT-M2:
      One of
      the separate non-certificated beneficial ownership interests in REMIC II issued
      hereunder and designated as a Regular Interest in REMIC II. REMIC II Regular
      Interest LT-M2 shall accrue interest at the related Uncertificated REMIC II
      Pass-Through Rate in effect from time to time, and shall be entitled to
      distributions of principal, subject to the terms and conditions hereof, in
      an
      aggregate amount equal to its initial Uncertificated Principal Balance as set
      forth in the Preliminary Statement hereto.

     

    REMIC
      II Regular Interest LT-M3:
      One of
      the separate non-certificated beneficial ownership interests in REMIC II issued
      hereunder and designated as a Regular Interest in REMIC II. REMIC II Regular
      Interest LT-M3 shall accrue interest at the related Uncertificated REMIC II
      Pass-Through Rate in effect from time to time, and shall be entitled to
      distributions of principal, subject to the terms and conditions hereof, in
      an
      aggregate amount equal to its initial Uncertificated Principal Balance as set
      forth in the Preliminary Statement hereto.

     

    REMIC
      II Regular Interest LT-M4:
      One of
      the separate non-certificated beneficial ownership interests in REMIC II issued
      hereunder and designated as a Regular Interest in REMIC II. REMIC II Regular
      Interest LT-M4 shall accrue interest at the related Uncertificated REMIC II
      Pass-Through Rate in effect from time to time, and shall be entitled to
      distributions of principal, subject to the terms and conditions hereof, in
      an
      aggregate amount equal to its initial Uncertificated Principal Balance as set
      forth in the Preliminary Statement hereto.

     

    REMIC
      II Regular Interest LT-M5:
      One of
      the separate non-certificated beneficial ownership interests in REMIC II issued
      hereunder and designated as a Regular Interest in REMIC II. REMIC II Regular
      Interest LT-M5 shall accrue interest at the related Uncertificated REMIC II
      Pass-Through Rate in effect from time to time, and shall be entitled to
      distributions of principal, subject to the terms and conditions hereof, in
      an
      aggregate amount equal to its initial Uncertificated Principal Balance as set
      forth in the Preliminary Statement hereto.

     

    REMIC
      II Regular Interest LT-M6:
      One of
      the separate non-certificated beneficial ownership interests in REMIC II issued
      hereunder and designated as a Regular Interest in REMIC II. REMIC II Regular
      Interest LT-M6 shall accrue interest at the related Uncertificated REMIC II
      Pass-Through Rate in effect from time to time, and shall be entitled to
      distributions of principal, subject to the terms and conditions hereof, in
      an
      aggregate amount equal to its initial Uncertificated Principal Balance as set
      forth in the Preliminary Statement hereto.

     

    REMIC
      II Regular Interest LT-M7:
      One of
      the separate non-certificated beneficial ownership interests in REMIC II issued
      hereunder and designated as a Regular Interest in REMIC II. REMIC II Regular
      Interest LT-M7 shall accrue interest at the related Uncertificated REMIC II
      Pass-Through Rate in effect from time to time, and shall be entitled to
      distributions of principal, subject to the terms and conditions hereof, in
      an
      aggregate amount equal to its initial Uncertificated Principal Balance as set
      forth in the Preliminary Statement hereto.

     

    REMIC
      II Regular Interest LT-M8:
      One of
      the separate non-certificated beneficial ownership interests in REMIC II issued
      hereunder and designated as a Regular Interest in REMIC II. REMIC II Regular
      Interest LT-M8 shall accrue interest at the related Uncertificated REMIC II
      Pass-Through Rate in effect from time to time, and shall be entitled to
      distributions of principal, subject to the terms and conditions hereof, in
      an
      aggregate amount equal to its initial Uncertificated Principal Balance as set
      forth in the Preliminary Statement hereto.

     

    REMIC
      II Regular Interest LT-M9:
      One of
      the separate non-certificated beneficial ownership interests in REMIC II issued
      hereunder and designated as a Regular Interest in REMIC II. REMIC II Regular
      Interest LT-M9 shall accrue interest at the related Uncertificated REMIC II
      Pass-Through Rate in effect from time to time, and shall be entitled to
      distributions of principal, subject to the terms and conditions hereof, in
      an
      aggregate amount equal to its initial Uncertificated Principal Balance as set
      forth in the Preliminary Statement hereto.

     

    REMIC
      II Regular Interest LT-P:
      One of
      the separate non-certificated beneficial ownership interests in REMIC II issued
      hereunder and designated as a Regular Interest in REMIC II. REMIC II Regular
      Interest LT-P shall be entitled to distributions of principal, subject to the
      terms and conditions hereof, in an aggregate amount equal to its initial
      Uncertificated Principal Balance as set forth in the Preliminary Statement
      hereto.

     

    REMIC
      II Regular Interest LT-ZZ:
      One of
      the separate non-certificated beneficial ownership interests in REMIC II issued
      hereunder and designated as a Regular Interest in REMIC II. REMIC II Regular
      Interest LT-ZZ shall accrue interest at the related Uncertificated REMIC II
      Pass-Through Rate in effect from time to time, and shall be entitled to
      distributions of principal, subject to the terms and conditions hereof, in
      an
      aggregate amount equal to its initial Uncertificated Principal Balance as set
      forth in the Preliminary Statement hereto.

     

    REMIC
      II Regular Interest LT-ZZ Maximum Interest Deferral Amount:
      With
      respect to any Distribution Date, the excess of (i) accrued interest at the
      Uncertificated REMIC II Pass-Through Rate applicable to REMIC II Regular
      Interest LT-ZZ for such Distribution Date on a balance equal to the
      Uncertificated Principal Balance of REMIC II Regular Interest LT-ZZ minus the
      REMIC II Overcollateralization Amount, in each case for such Distribution Date,
      over (ii) the Uncertificated Accrued Interest on REMIC II Regular Interest
      LT-A1, REMIC II Regular Interest LT-A2, REMIC II Regular Interest LT-A3, REMIC
      II Regular Interest LT-A4, REMIC II Regular Interest LT-M1, REMIC II Regular
      Interest LT-M2, REMIC II Regular Interest LT-M3, REMIC II Regular Interest
      LT-M4, REMIC II Regular Interest LT-M5, REMIC II Regular Interest LT-M6, REMIC
      II Regular Interest LT-M7, REMIC II Regular Interest LT-M8, REMIC II Regular
      Interest LT-M9, REMIC II Regular Interest LT-B1 and REMIC II Regular Interest
      LT-B2 for such Distribution Date, with the rate on each such REMIC II Regular
      Interest subject to a cap equal to the related Pass-Through Rate.

     

    REMIC
      II Targeted Overcollateralization Amount:
      1.00%
      of the Targeted Overcollateralization Amount.

     

    REMIC
      III:
      The
      segregated pool of assets consisting of all of the REMIC II Regular Interests
      conveyed in trust to the Trustee, for the benefit of the REMIC III
      Certificateholders pursuant to Section 2.07, and all amounts deposited
      therein, with respect to which a separate REMIC election is to be
      made.

     

    REMIC
      III Certificate:
      Any
      Regular Certificate or Class R Certificate.

     

    REMIC
      III Certificateholder:
      The
      Holder of any REMIC III Certificate.

     

    REMIC
      Opinion:
      Shall
      mean an Opinion of Counsel to the effect that the proposed action will not
      have
      an adverse affect on any REMIC created hereunder.

     

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

     

    REMIC
      Regular Interest:
      Any
      REMIC I Regular Interest, REMIC II Regular Interest, Regular Certificate or
      Class IO Interest.

     

    Remittance
      Date:
      Shall
      mean not later than 3:00 p.m. Eastern Time on the eighteenth (18th) day of
      the
      month and if such day is not a Business Day, the immediately preceding Business
      Day.

     

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

     

    Replacement
      Mortgage Loan:
      A
      Mortgage Loan or Mortgage Loans in the aggregate substituted by the Sponsor
      for
      a Deleted Mortgage Loan, which must, on the date of such substitution, as
      confirmed in a request for release in accordance with the terms of the Custodial
      Agreement, (i) have a Stated Principal Balance, after deduction of the principal
      portion of the Scheduled Payment due in the month of substitution, not in excess
      of, and not less than 90% of, the Stated Principal Balance of the Deleted
      Mortgage Loan; (ii) have an adjustable Mortgage Rate not less than or more
      than
      1% per annum higher than the Mortgage Rate of the Deleted Mortgage Loan; (iii)
      have the same or higher credit quality characteristics than that of the Deleted
      Mortgage Loan; (iv) have a Loan-to-Value Ratio or Combined Loan-to-Value Ratio
      no higher than that of the Deleted Mortgage Loan; (v) have a remaining term
      to
      maturity no greater than (and not more than one year less than) that of the
      Deleted Mortgage Loan; (vi) have the same lien priority as the Deleted Mortgage
      Loan; (vii) constitute the same occupancy type as the Deleted Mortgage Loan
      or
      be owner occupied; (viii) have a Maximum Mortgage Interest Rate not less than
      the Maximum Mortgage Interest Rate on the Deleted Loan; (ix) have a Minimum
      Mortgage Interest Rate not less than the Minimum Mortgage Interest Rate of
      the
      Deleted Loan, if applicable; (x) have a Gross Margin equal to the Gross Margin
      of the Deleted Loan; (xi) have a next Adjustment Date not more than two months
      later than the next Adjustment Date on the Deleted Loan, if applicable; and
      (xii) comply with each representation and warranty set forth in the Mortgage
      Loan Purchase Agreement.

     

    Reportable
      Event:
      Has the
      meaning set forth in Section 5.13(b) of this Agreement.

     

    Reporting
      Servicer:
      Shall
      mean the Servicer, the Master Servicer, the Securities Administrator, the
      Custodian under the Custodial Agreement, and any Servicing Function Participant
      engaged by such parties.

     

    Required
      Insurance Policy:
      With
      respect to any Mortgage Loan, any insurance policy that is required to be
      maintained from time to time under this Agreement.

     

    Residual
      Certificates:
      The
      Class R Certificates.

     

    Responsible
      Officer:
      With
      respect to the Trustee and the Securities Administrator, any Vice President,
      any
      Assistant Vice President, the Secretary, any Assistant Secretary, any Trust
      Officer, any other officer customarily performing functions similar to those
      performed by any of the above designated officers or other officers of the
      Trustee or the Securities Administrator specified by the Trustee or the
      Securities Administrator, as the case may be, having direct responsibility
      over
      this Agreement and customarily performing functions similar to those performed
      by any one of the designated officers, as to whom, with respect to a particular
      matter, such matter is referred because of such officer’s knowledge of and
      familiarity with the particular subject.

     

    Responsible
      Party:
      The
      party indicated on Exhibit N as the entity primarily responsible for reporting
      the information set forth therein to the Securities Administrator pursuant
      to
      Section 5.13.

     

    S&P:
      Standard & Poor’s, a division of The McGraw-Hill Companies, Inc. or its
      successor in interest.

     

    Sarbanes-Oxley
      Act:
      Means
      the Sarbanes-Oxley Act of 2002 and the rules and regulations of the Commission
      promulgated thereunder (including any interpretations thereof by the
      Commission’s staff).

     

    Sarbanes-Oxley
      Certification:
      A
      written certification signed by an officer of the Master Servicer that complies
      with (i) the Sarbanes-Oxley Act of 2002, as amended from time to time, and
      (ii)
      Exchange Act Rules 13a-14(d) and 15d-14(d), as in effect from time to time;
      provided that if, after the Closing Date (a) the Sarbanes-Oxley Act of 2002
      is
      amended, (b) the Rules referred to in clause (ii) are modified or superseded
      by
      any subsequent statement, rule or regulation of the Commission or any statement
      of a division thereof, or (c) any future releases, rules and regulations are
      published by the Commission from time to time pursuant to the Sarbanes-Oxley
      Act
      of 2002, which in any such case affects the form or substance of the required
      certification and results in the required certification being, in the reasonable
      judgment of the Master Servicer, materially more onerous than the form of the
      required certification as of the Closing Date, the Sarbanes-Oxley Certification
      shall be as agreed to by the Master Servicer, the Depositor and the Seller
      following a negotiation in good faith to determine how to comply with any such
      new requirements.

     

    Scheduled
      Payment:
      The
      scheduled monthly payment on a Mortgage Loan due on any Due Date allocable
      to
      principal and/or interest on such Mortgage Loan.

     

    Securities
      Act:
      The
      Securities Act of 1933, as amended, and the rules and regulations promulgated
      thereunder.

     

    Securities
      Administrator:
      As of
      the Closing Date, Wells Fargo Bank, N.A. and thereafter, its respective
      successors in interest that meet the qualifications of this Agreement. The
      Securities Administrator and the Master Servicer shall at all times be the
      same
      Person or Affiliates.

     

    Senior
      Certificates:
      The
      Class A-1, Class A-2, Class A-3 and Class A-4 Certificates.

     

    Senior
      Enhancement Percentage:
      With
      respect to any Distribution Date will be the fraction, expressed as a
      percentage, the numerator of which is the sum of the aggregate Certificate
      Principal Balance of the Subordinate Certificates and the Overcollateralization
      Amount, in each case after giving effect to payments on such Distribution Date
      (assuming no Trigger Event is in effect), and the denominator of which is the
      Aggregate Loan Balance for such Distribution Date.

     

    Senior
      Principal Payment Amount:
      With
      respect to any Distribution Date on or after the Stepdown Date and as long
      as a
      Trigger Event is not in effect with respect to such Distribution Date, the
      amount, if any, by which (x) the Certificate Principal Balances of the Senior
      Certificates, in each case, immediately prior to such Distribution Date exceed
      (y) the lesser of (A) the product of (i) 59.60% and (ii) the Aggregate Loan
      Balance for such Distribution Date and (B) the amount, if any, by which (i)
      the
      Aggregate Loan Balance for such Distribution Date exceeds (ii) 0.50% of the
      Aggregate Loan Balance as of the Cut-off Date.

     

    Service(s)(ing):
      Means,
      in accordance with Regulation AB, the act of servicing and administering the
      Mortgage Loans or any other assets of the Trust Fund by an entity that meets
      the
      definition of “servicer’ set forth in Item 1101 of Regulation AB and is subject
      to the disclosure requirements set forth in 1108 of Regulation AB. For
      clarification purposes, any uncapitalized occurrence of this term shall have
      the
      meaning commonly understood by participants in the residential mortgage-backed
      securitization market.

     

    Servicer:
      Wells
      Fargo Bank, National Association, or any successor thereto appointed hereunder
      in connection with the servicing and administration of the Mortgage
      Loans.

     

    Servicer
      Default:
      As
      defined in Section 8.01.

     

    Servicer
      Prepayment Charge Payment Amount:
      The
      amount payable by a Servicer in respect of any waived Prepayment Charges
      pursuant to the Servicing Agreement.

     

    Servicing
      Advances:
      All
      customary, reasonable and necessary “out of pocket” costs and expenses
      (including reasonable legal fees) incurred prior to, on or after the Cut-off
      Date in the performance by the Servicer of its servicing obligations under
      the
      Servicing Agreement, including, but not limited to, the cost of (i) the
      preservation, restoration, inspection, valuation and protection of a Mortgaged
      Property, (ii) any enforcement or judicial proceedings, including foreclosures,
      and including any expenses incurred in relation to any such proceedings that
      result from the Mortgage Loan being registered in the MERS® System, (iii) the
      management and liquidation of any REO Property (including, without limitation,
      realtor’s commissions), (iv) compliance with any obligations under
      Section 3.07 hereof to cause insurance to be maintained, (v) payment of
      taxes, (vi) obtaining broker price opinions and (vii) obtaining any legal
      documentation required to be included in the Mortgage File and/or correcting
      any
      outstanding title issues (i.e., any lien or encumbrance on the Mortgaged
      Property that prevents the effective enforcement of the intended lien position)
      reasonably necessary for the Servicer to perform its obligations under this
      Agreement. Servicing Advances also include any reasonable “out-of-pocket” cost
      and expenses (including legal fees) incurred by the Servicer in connection
      with
      executing and recording instruments of satisfaction, deeds of reconveyance
      or
      Assignments to the extent not recovered from the Mortgagor or otherwise payable
      under the Servicing Agreement. The Servicer shall not be required to make any
      Servicing Advances that would constitute a Nonrecoverable Advance, provided
      that
      the Servicer delivers an Officer’s Certificate to the Master Servicer and the
      Trustee certifying that such Servicing Advance would constitute a Nonrecoverable
      Advance.

     

    Servicing
      Agreement:
      The
      Seller’s Warranties and Servicing Agreement, dated as of March 1, 2006 between
      the Sponsor and the Servicer (as modified pursuant to the Assignment
      Agreement).

     

    Servicing
      Criteria:
      Means
      the criteria set forth in paragraph (d) of Item 1122 of Regulation AB, as such
      may be amended from time to time.

     

    Servicing
      Fee:
      As to
      each Mortgage Loan and any Distribution Date, an amount equal to 1/12th of
      the
      Servicing Fee Rate multiplied by the Stated Principal Balance of such Mortgage
      Loan as of the last day of the related Due Period or, in the event of any
      payment of interest that accompanies a Principal Prepayment in full during
      the
      related Due Period made by the Mortgagor immediately prior to such prepayment,
      interest at the Servicing Fee Rate on the same Stated Principal Balance of
      such
      Mortgage Loan used to calculate the payment of interest on such Mortgage
      Loan.

     

    Servicing
      Fee Rate:
      0.50%
      per annum.

     

    Servicing
      Function Participant:
      Means
      any Subservicer or Subcontractor of the Servicer, the Master Servicer and the
      Securities Administrator, the Custodian, respectively or any other Person that
      is participating in the servicing function within the meaning of Item 1122
      of
      Regulation AB, without regard to any threshold referenced therein.

     

    Servicing
      Officer:
      Any
      officer of the Servicer involved in, or responsible for, the administration
      and
      the servicing of Mortgage Loans, whose name and specimen signature appear on
      a
      list of Servicing Officers furnished to the Master Servicer, the Securities
      Administrator the Trustee and the Depositor on the Closing Date, as such list
      may from time to time be amended.

     

    Six-Month
      LIBOR:
      The per
      annum rate equal to the average of interbank offered rates for Six-Month U.S.
      dollar-denominated deposits in the London market based on quotations of major
      banks as published in The Wall Street Journal and most recently available as
      of
      the time specified in the related Mortgage Note.

     

    Sponsor:
      Nomura
      Credit & Capital, Inc., a Delaware corporation, and its successors and
      assigns, in its capacity as seller of the Mortgage Loans to the
      Depositor.

     

    Startup
      Day:
      The
      Startup Day for each REMIC formed hereunder shall be the Closing
      Date.

     

    Stated
      Principal Balance:
      With
      respect to any Mortgage Loan or related REO Property and any Distribution Date,
      the Cut-off Date Principal Balance thereof minus the sum of (i) the principal
      portion of the Scheduled Payments due with respect to such Mortgage Loan during
      each Due Period ending prior to such Distribution Date (and irrespective of
      any
      delinquency in their payment), (ii) all Principal Prepayments with respect
      to
      such Mortgage Loan received prior to or during the related Prepayment Period,
      and all Liquidation Proceeds to the extent applied by the Servicer as recoveries
      of principal in accordance with the Servicing Agreement with respect to such
      Mortgage Loan, that were received by the Servicer as of the close of business
      on
      the last day of the Prepayment Period related to such Distribution Date and
      (iii) any Realized Losses on such Mortgage Loan incurred during the related
      Prepayment Period. The Stated Principal Balance of a Liquidated Loan equals
      zero.

     

    Stepdown
      Date:
      The
      later to occur of (x) the Distribution Date in July 2009 and (y) the first
      Distribution Date on which the Senior Enhancement Percentage (calculated for
      this purpose only after taking into account distributions of principal on the
      Mortgage Loans, but prior to any distributions to the holders of the Publicly
      Offered Certificates and the Class B Certificates on such Distribution Date)
      is
      greater than or equal to 40.40%.

     

    Subcontractor:
      Shall
      mean any vendor, subcontractor or other Person who is not responsible for the
      overall servicing of Mortgage Loans but performs one or more discrete functions
      identified in Item 1122(d) of Regulation AB with respect to Mortgage Loans
      under
      the direction or authority of the Servicer (or a Subservicer of the Servicer),
      the Master Servicer, the Trustee, the Custodian or the Securities
      Administrator.

     

    Subordinate
      Certificates:
      Shall
      mean, collectively, the Class M-1, Class M-2, Class M-3, Class M-4, Class M-5,
      Class M-6, Class M-7, Class M-8, Class M-9, Class B-1 and Class B-2
      Certificates.

     

    Subsequent
      Recoveries:
      Shall
      mean all amounts in respect of principal received by a Servicer (net of
      reimbursable expenses) on a Mortgage Loan for which a Realized Loss was
      previously incurred.

     

    Subservicer:
      Shall
      mean any Person who is identified in Item 1122(d) of Regulation AB that services
      the Mortgage Loans on behalf of the Servicer, and is responsible for the
      performance (whether directly or through subservicers or Subcontractors) of
      servicing functions required to be performed under the Servicing Agreement
      or
      any subservicing agreement.

     

    Subservicing
      Agreement:
      Any
      agreement entered into between the Servicer and a Subservicer with respect
      to
      the subservicing of any Mortgage Loan subject to the Servicing Agreement by
      such
      Subservicer.

     

    Substitution
      Adjustment Amount:
      The
      meaning ascribed to such term pursuant to Section 2.03(d).

     

    Successor
      Servicer:
      Any
      successor to the Servicer appointed pursuant to Section 8.02 of this
      Agreement after the occurrence of a Servicer Default or upon the resignation
      of
      the Servicer pursuant to the Servicing Agreement.

     

    Supplemental
      Interest Trust:
      The
      corpus of a trust created pursuant to Section 5.11 of this Agreement and
      designated as the “Supplemental Interest Trust,” consisting of the Swap
      Agreement, the Class IO Interest and the right to receive payments in respect
      of
      the Class IO Distribution Amount. For the avoidance of doubt, the Supplemental
      Interest Trust does not constitute a part of the Trust Fund.

     

    Swap
      Agreement:
      The
      interest rate swap agreement, dated June 30, 2006, between HSBC Bank USA,
      National Association, as trustee on behalf of the Supplemental Interest Trust,
      and the Swap Provider, which agreement provides for Net Swap Trust Payments
      and
      Swap Termination Payments to be paid, as provided therein, together with any
      schedules, confirmations or other agreements relating thereto, attached hereto
      as Exhibit
      P.

     

    Swap
      LIBOR:
      LIBOR
      as determined pursuant to the Swap Agreement.

     

    Swap
      Provider:
      The
      swap provider under the Swap Agreement either (a) entitled to receive payments
      from the Supplemental Interest Trust or (b) required to make payments to the
      Supplemental Interest Trust, in either case pursuant to the terms of the Swap
      Agreement, and any successor in interest or assign. Initially, the Swap Provider
      shall be Bear Sterns Financial Products, Inc.

     

    Swap
      Provider Trigger Event:
      A Swap
      Provider Trigger Event shall have occurred if any of an Event of Default (under
      the Swap Agreement) with respect to which the Swap Provider is a Defaulting
      Party, a Termination Event (under the Swap Agreement) with respect to which
      the
      Swap Provider is the sole Affected Party or an Additional Termination Event
      (under the Swap Agreement) with respect to which the Swap Provider is the sole
      Affected Party has occurred.

     

    Swap
      Termination Payment:
      Upon
      the designation of an “Early Termination Date” as defined in the Swap Agreement,
      the payment to be made by the Supplemental Interest Trust to the Swap Provider,
      or by the Swap Provider to the Supplemental Interest Trust, as applicable,
      pursuant to the terms of the Swap Agreement.

     

    Targeted
      Overcollateralization Amount:
      With
      respect to any Distribution Date prior to the Stepdown Date, 2.20% of the
      Aggregate Loan Balance as of the Cut-off Date; with respect to any Distribution
      Date on or after the Stepdown Date and with respect to which a Trigger Event
      is
      not in effect, the greater of (a) 4.40% of the Aggregate Loan Balance for such
      Distribution Date, or (b) 0.50% of the Aggregate Loan Balance as of the Cut-off
      Date; with respect to any Distribution Date on or after the Stepdown Date with
      respect to which a Trigger Event is in effect, the Targeted
      Overcollateralization Amount for such Distribution Date will be equal to the
      Targeted Overcollateralization Amount for the Distribution Date immediately
      preceding such Distribution Date. Notwithstanding the foregoing, on and after
      any Distribution Date following the reduction of the aggregate Certificate
      Principal Balance of the Publicly Offered Certificates and the Class B
      Certificates to zero, the Targeted Overcollateralization Amount shall be
      zero.

     

    Tax
      Matters Person:
      The
      person designated as “tax matters person” in the manner provided under Treasury
      regulation § 1.860F-4(d) and temporary Treasury regulation
§ 301.6231(a)(7)-1T. The holder of the greatest Percentage Interest in a
      Class of Residual Certificates shall be the Tax Matters Person for the related
      REMIC. The Securities Administrator, or any successor thereto or assignee
      thereof shall serve as tax administrator hereunder and as agent for the related
      Tax Matters Person.

     

    Termination
      Price:
      The
      price, calculated as set forth in Section 10.01, to be paid in connection
      with the purchase of the Mortgage Loans pursuant to
      Section 10.01.

     

    Transaction
      Party:
      Shall
      mean the Depositor, the Sponsor, the Trustee, the Servicer, the Master Servicer,
      the Securities Administrator, the Custodian and the Swap Provider.

     

    Transfer
      Affidavit:
      As
      defined in Section 6.02(c).

     

    Transfer:
      Any
      direct or indirect transfer or sale of any Ownership Interest in a
      Certificate.

     

    Trigger
      Event:
      With
      respect to any Distribution Date, a Trigger Event is in effect if either (i)
      the
      Delinquency Rate as of the last day of the related Due Period exceeds 39.60%
      of
      the Senior Enhancement Percentage for such Distribution Date or (ii) the
      cumulative Realized Losses as a percentage of the original Aggregate Loan
      Balance on the Closing Date for such Distribution Date is greater than the
      percentage set forth in the following table:

     

    
      	
              Distribution
                Date

            	
              Percentage

            
	
              July
                2009 - June 2010

            	
              1.25%

            
	
              July
                2010 - June 2011

            	
              2.75%

            
	
              July
                2011 - June 2012

            	
              4.30%

            
	
              July
                2012 - June 2013

            	
              5.55%

            
	
              July
                2013 and thereafter

            	
              6.25%

            


    

    


    *The
      cumulative loss percentages set forth above are applicable to the first
      Distribution Date in the corresponding range of Distribution Dates. The
      cumulative loss percentage for each succeeding Distribution Date in a range
      increases incrementally by 1/12 of the positive difference between the
      percentage applicable
      to the first Distribution Date in that range and the percentage applicable
      to
      the first Distribution
      Date in the succeeding range.

     

    Trust
      Fund:
      Collectively, the assets of REMIC I, REMIC II, REMIC III and the Basis Risk
      Shortfall Reserve Fund. For the avoidance of doubt, the Trust Fund does not
      include the Supplemental Interest Trust.

     

    Trustee:
      HSBC
      Bank USA, National Association, a national banking association, not in its
      individual capacity, but solely in its capacity as trustee for the benefit
      of
      the Certificateholders under this Agreement, and any successor thereto, and
      any
      corporation or national banking association resulting from or surviving any
      consolidation or merger to which it or its successors may be a party and any
      successor trustee as may from time to time be serving as successor trustee
      hereunder.

     

    Uncertificated
      Accrued Interest:
      With
      respect to each Uncertificated REMIC Regular Interest on each Distribution
      Date,
      an amount equal to one month’s interest at the related Uncertificated
      Pass-Through Rate on the Uncertificated Principal Balance of such REMIC Regular
      Interest. In each case, Uncertificated Accrued Interest will be reduced by
      any
      Prepayment Interest Shortfalls and shortfalls resulting from application of
      the
      Relief Act (allocated to such REMIC Regular Interests as set forth in Sections
      1.02 and 5.07).

     

    Uncertificated
      Notional Amount:
      With
      respect to the Class X Interest and any Distribution Date, an amount equal
      to
      the aggregate Uncertificated Principal Balance of the REMIC II Regular Interests
      (other than REMIC II Regular Interest P) for such Distribution Date.


     

    With
      respect to REMIC II Regular Interest LT-IO and each Distribution Date listed
      below, the aggregate Uncertificated Principal Balance of the REMIC I Regular
      Interests ending with the designation “A” listed below: 

     

    
      	
              Distribution
                Date

            	
              REMIC
                I Regular Interests

            
	
              1

            	
              I-1-A
                through I-60-A 

            
	
              2

            	
              I-2-A
                through I-60-A 

            
	
              3

            	
              I-3-A
                through I-60-A 

            
	
              4

            	
              I-4-A
                through I-60-A 

            
	
              5

            	
              I-5-A
                through I-60-A 

            
	
              6

            	
              I-6-A
                through I-60-A 

            
	
              7

            	
              I-7-A
                through I-60-A 

            
	
              8

            	
              I-8-A
                through I-60-A 

            
	
              9

            	
              I-9-A
                through I-60-A 

            
	
              10

            	
              I-10-A
                through I-60-A 

            
	
              11

            	
              I-11-A
                through I-60-A 

            
	
              12

            	
              I-12-A
                through I-60-A 

            
	
              13

            	
              I-13-A
                through I-60-A 

            
	
              14

            	
              I-14-A
                through I-60-A 

            
	
              15

            	
              I-15-A
                through I-60-A 

            
	
              16

            	
              I-16-A
                through I-60-A 

            
	
              17

            	
              I-17-A
                through I-60-A 

            
	
              18

            	
              I-18-A
                through I-60-A 

            
	
              19

            	
              I-19-A
                through I-60-A 

            
	
              20

            	
              I-20-A
                through I-60-A 

            
	
              21

            	
              I-21-A
                through I-60-A 

            
	
              22

            	
              I-22-A
                through I-60-A 

            
	
              23

            	
              I-23-A
                through I-60-A 

            
	
              24

            	
              I-24-A
                through I-60-A 

            
	
              25

            	
              I-25-A
                through I-60-A 

            
	
              26

            	
              I-26-A
                through I-60-A 

            
	
              27

            	
              I-27-A
                through I-60-A 

            
	
              28

            	
              I-28-A
                through I-60-A 

            
	
              29

            	
              I-29-A
                through I-60-A 

            
	
              30

            	
              I-30-A
                through I-60-A 

            
	
              31

            	
              I-31-A
                through I-60-A 

            
	
              32

            	
              I-32-A
                through I-60-A 

            
	
              33

            	
              I-33-A
                through I-60-A 

            
	
              34

            	
              I-34-A
                through I-60-A 

            
	
              35

            	
              I-35-A
                through I-60-A 

            
	
              36

            	
              I-36-A
                through I-60-A 

            
	
              37

            	
              I-37-A
                through I-60-A 

            
	
              38

            	
              I-38-A
                through I-60-A 

            
	
              39

            	
              I-39-A
                through I-60-A 

            
	
              40

            	
              I-40-A
                through I-60-A 

            
	
              41

            	
              I-41-A
                through I-60-A 

            
	
              42

            	
              I-42-A
                through I-60-A 

            
	
              43

            	
              I-43-A
                through I-60-A 

            
	
              44

            	
              I-44-A
                through I-60-A 

            
	
              45

            	
              I-45-A
                through I-60-A 

            
	
              46

            	
              I-46-A
                through I-60-A 

            
	
              47

            	
              I-47-A
                through I-60-A 

            
	
              48

            	
              I-48-A
                through I-60-A 

            
	
              49

            	
              I-49-A
                through I-60-A 

            
	
              50

            	
              I-50-A
                through I-60-A 

            
	
              51

            	
              I-51-A
                through I-60-A 

            
	
              52

            	
              I-52-A
                through I-60-A 

            
	
              53

            	
              I-53-A
                through I-60-A 

            
	
              54

            	
              I-54-A
                through I-60-A 

            
	
              55

            	
              I-55-A
                through I-60-A 

            
	
              56

            	
              I-56-A
                through I-60-A 

            
	
              57

            	
              I-57-A
                through I-60-A 

            
	
              58

            	
              I-58-A
                through I-60-A 

            
	
              59

            	
              I-59-A
                and I-60-A 

            
	
              60
                

            	
              I-60-A

            
	
              thereafter

            	
              $0.00

            


    

    


    With
      respect to the Class IO Interest and any Distribution Date, an amount equal
      to
      the Uncertificated Notional Amount of the REMIC II Regular Interest
      IO.

     

    Uncertificated
      Principal Balance:
      With
      respect to each REMIC Regular Interest (other than REMIC II Regular Interest
      LT-IO), the principal amount of such REMIC Regular Interest outstanding as
      of
      any date of determination. As of the Closing Date, the Uncertificated Principal
      Balance of each such REMIC Regular Interest shall equal the amount set forth
      in
      the Preliminary Statement hereto as its initial Uncertificated Principal
      Balance. On each Distribution Date, the Uncertificated Principal Balance of
      each
      REMIC Regular Interest shall be reduced by all distributions of principal made
      on such REMIC Regular Interest on such Distribution Date pursuant to Section
      5.07 and, if and to the extent necessary and appropriate, shall be further
      reduced on such Distribution Date by Realized Losses as provided in Section
      5.07. The Uncertificated Principal Balance of each REMIC Regular Interest shall
      never be less than zero.

     

    Uncertificated
      Pass-Through Rate:
      The
      Uncertificated REMIC I Pass-Through Rate or Uncertificated REMIC II Pass-Through
      Rate.

     

    Uncertificated
      REMIC I Pass-Through Rate:
      With
      respect to REMIC I Regular Interest I, a per annum rate equal to the weighted
      average Net Mortgage Rate of Mortgage Loans. With respect to each REMIC I
      Regular Interest ending with the designation “A”, a per annum rate equal to the
      weighted average Net Mortgage Rate of the Mortgage Loans multiplied by 2,
      subject to a maximum rate of 11.228%. With respect to each REMIC I Regular
      Interest ending with the designation “B”, the greater of (x) a per annum rate
      equal to the excess, if any, of (i) 2 multiplied by the weighted average Net
      Mortgage Rate of the Mortgage Loans over (ii) 11.228% and (y)
      0.00%.

     

    Uncertificated
      REMIC II Pass-Through Rate:
      With
      respect to REMIC II Regular Interest LT-AA, REMIC II Regular Interest LT-A1,
      REMIC II Regular Interest LT-A2, REMIC II Regular Interest LT-A3, REMIC II
      Regular Interest LT-A4, REMIC II Regular Interest LT-M1, REMIC II Regular
      Interest LT-M2, REMIC II Regular Interest LT-M3, REMIC II Regular Interest
      LT-M4, REMIC II Regular Interest LT-M5, REMIC II Regular Interest LT-M6, REMIC
      II Regular Interest LT-M7, REMIC II Regular Interest LT-M8, REMIC II Regular
      Interest LT-M9, REMIC II Regular Interest LT-B1, REMIC II Regular Interest
      LT-B2
      and REMIC II Regular Interest LT-ZZ, a
      per
      annum rate (but not less than zero) equal to the weighted average of (w) with
      respect to REMIC I Regular Interest I, the Uncertificated REMIC I Pass-Through
      Rate for such REMIC I Regular Interest for each such Distribution Date, (x)
      with
      respect to REMIC I Regular Interests ending with the designation “B”, the
      weighted average of the Uncertificated REMIC I Pass-Through Rates for such
      REMIC
      I Regular Interests, weighted on the basis of the Uncertificated Principal
      Balance of such REMIC I Regular Interests for each such Distribution Date and
      (y) with respect to REMIC I Regular Interests ending with the designation “A”,
      for each Distribution Date listed below, the weighted average of the rates
      listed below for each such REMIC I Regular Interest listed below, weighted
      on
      the basis of the Uncertificated Principal Balance of each such REMIC I Regular
      Interest for each such Distribution Date:

     

    
      	
              Distribution
                Date

            	
              REMIC
                I Regular Interest

            	
              Rate

            
	
              1

            	
              I-1-A
                through I-60-A

            	
              2
                multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
                REMIC I Pass-Through Rate

            
	 	 	 
	
              2

            	
              I-2-A
                through I-60-A

            	
              2
                multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
                REMIC I Pass-Through Rate

            
	 	
              I-1-A

            	
              Uncertificated
                REMIC I Pass-Through Rate

            
	
              3

            	
              I-3-A
                through I-60-A

            	
              2
                multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
                REMIC I Pass-Through Rate

            
	 	
              I-1-A
                and I-2-A

            	
              Uncertificated
                REMIC I Pass-Through Rate

            
	
              4

            	
              I-4-A
                through I-60-A

            	
              2
                multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
                REMIC I Pass-Through Rate

            
	 	
              I-1-A
                through I-3-A

            	
              Uncertificated
                REMIC I Pass-Through Rate

            
	
              5

            	
              I-5-A
                through I-60-A

            	
              2
                multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
                REMIC I Pass-Through Rate

            
	 	
              I-1-A
                through I-4-A

            	
              Uncertificated
                REMIC I Pass-Through Rate

            
	
              6

            	
              I-6-A
                through I-60-A

            	
              2
                multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
                REMIC I Pass-Through Rate

            
	 	
              I-1-A
                through I-5-A

            	
              Uncertificated
                REMIC I Pass-Through Rate

            
	
              7

            	
              I-7-A
                through I-60-A

            	
              2
                multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
                REMIC I Pass-Through Rate

            
	 	
              I-1-A
                through I-6-A

            	
              Uncertificated
                REMIC I Pass-Through Rate

            
	
              8

            	
              I-8-A
                through I-60-A

            	
              2
                multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
                REMIC I Pass-Through Rate

            
	 	
              I-1-A
                through I-7-A

            	
              Uncertificated
                REMIC I Pass-Through Rate

            
	
              9

            	
              I-9-A
                through I-60-A

            	
              2
                multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
                REMIC I Pass-Through Rate

            
	 	
              I-1-A
                through I-8-A

            	
              Uncertificated
                REMIC I Pass-Through Rate

            
	
              10

            	
              I-10-A
                through I-60-A

            	
              2
                multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
                REMIC I Pass-Through Rate

            
	 	
              I-1-A
                through I-9-A

            	
              Uncertificated
                REMIC I Pass-Through Rate

            
	
              11

            	
              I-11-A
                through I-60-A

            	
              2
                multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
                REMIC I Pass-Through Rate

            
	 	
              I-1-A
                through I-10-A

            	
              Uncertificated
                REMIC I Pass-Through Rate

            
	
              12

            	
              I-12-A
                through I-60-A

            	
              2
                multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
                REMIC I Pass-Through Rate

            
	 	
              I-1-A
                through I-11-A

            	
              Uncertificated
                REMIC I Pass-Through Rate

            
	
              13

            	
              I-13-A
                through I-60-A

            	
              2
                multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
                REMIC I Pass-Through Rate

            
	 	
              I-1-A
                through I-12-A

            	
              Uncertificated
                REMIC I Pass-Through Rate

            
	
              14

            	
              I-14-A
                through I-60-A

            	
              2
                multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
                REMIC I Pass-Through Rate

            
	 	
              I-1-A
                through I-13-A

            	
              Uncertificated
                REMIC I Pass-Through Rate

            
	
              15

            	
              I-15-A
                through I-60-A

            	
              2
                multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
                REMIC I Pass-Through Rate

            
	 	
              I-1-A
                through I-14-A

            	
              Uncertificated
                REMIC I Pass-Through Rate

            
	
              16

            	
              I-16-A
                through I-60-A

            	
              2
                multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
                REMIC I Pass-Through Rate

            
	 	
              I-1-A
                through I-15-A

            	
              Uncertificated
                REMIC I Pass-Through Rate

            
	
              17

            	
              I-17-A
                through I-60-A

            	
              2
                multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
                REMIC I Pass-Through Rate

            
	 	
              I-1-A
                through I-16-A

            	
              Uncertificated
                REMIC I Pass-Through Rate

            
	
              18

            	
              I-18-A
                through I-60-A

            	
              2
                multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
                REMIC I Pass-Through Rate

            
	 	
              I-1-A
                through I-17-A

            	
              Uncertificated
                REMIC I Pass-Through Rate

            
	
              19

            	
              I-19-A
                through I-60-A

            	
              2
                multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
                REMIC I Pass-Through Rate

            
	 	
              I-1-A
                through I-18-A

            	
              Uncertificated
                REMIC I Pass-Through Rate

            
	
              20

            	
              I-20-A
                through I-60-A

            	
              2
                multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
                REMIC I Pass-Through Rate

            
	 	
              I-1-A
                through I-19-A

            	
              Uncertificated
                REMIC I Pass-Through Rate

            
	
              21

            	
              I-21-A
                through I-60-A

            	
              2
                multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
                REMIC I Pass-Through Rate

            
	 	
              I-1-A
                through I-20-A

            	
              Uncertificated
                REMIC I Pass-Through Rate

            
	
              22

            	
              I-22-A
                through I-60-A

            	
              2
                multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
                REMIC I Pass-Through Rate

            
	 	
              I-1-A
                through I-21-A

            	
              Uncertificated
                REMIC I Pass-Through Rate

            
	
              23

            	
              I-23-A
                through I-60-A

            	
              2
                multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
                REMIC I Pass-Through Rate

            
	 	
              I-1-A
                through I-22-A

            	
              Uncertificated
                REMIC I Pass-Through Rate

            
	
              24

            	
              I-24-A
                through I-60-A

            	
              2
                multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
                REMIC I Pass-Through Rate

            
	 	
              I-1-A
                through I-23-A

            	
              Uncertificated
                REMIC I Pass-Through Rate

            
	
              25

            	
              I-25-A
                through I-60-A

            	
              2
                multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
                REMIC I Pass-Through Rate

            
	 	
              I-1-A
                through I-24-A

            	
              Uncertificated
                REMIC I Pass-Through Rate

            
	
              26

            	
              I-26-A
                through I-60-A

            	
              2
                multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
                REMIC I Pass-Through Rate

            
	 	
              I-1-A
                through I-25-A

            	
              Uncertificated
                REMIC I Pass-Through Rate

            
	
              27

            	
              I-27-A
                through I-60-A

            	
              2
                multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
                REMIC I Pass-Through Rate

            
	 	
              I-1-A
                through I-26-A

            	
              Uncertificated
                REMIC I Pass-Through Rate

            
	
              28

            	
              I-28-A
                through I-60-A

            	
              2
                multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
                REMIC I Pass-Through Rate

            
	 	
              I-1-A
                through I-27-A

            	
              Uncertificated
                REMIC I Pass-Through Rate

            
	
              29

            	
              I-29-A
                through I-60-A

            	
              2
                multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
                REMIC I Pass-Through Rate

            
	 	
              I-1-A
                through I-28-A

            	
              Uncertificated
                REMIC I Pass-Through Rate

            
	
              30

            	
              I-30-A
                through I-60-A

            	
              2
                multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
                REMIC I Pass-Through Rate

            
	 	
              I-1-A
                through I-29-A

            	
              Uncertificated
                REMIC I Pass-Through Rate

            
	
              31

            	
              I-31-A
                through I-60-A

            	
              2
                multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
                REMIC I Pass-Through Rate

            
	 	
              I-1-A
                through I-30-A

            	
              Uncertificated
                REMIC I Pass-Through Rate

            
	
              32

            	
              I-32-A
                through I-60-A

            	
              2
                multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
                REMIC I Pass-Through Rate

            
	 	
              I-1-A
                through I-31-A

            	
              Uncertificated
                REMIC I Pass-Through Rate

            
	
              33

            	
              I-33-A
                through I-60-A

            	
              2
                multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
                REMIC I Pass-Through Rate

            
	 	
              I-1-A
                through I-32-A

            	
              Uncertificated
                REMIC I Pass-Through Rate

            
	
              34

            	
              I-34-A
                through I-60-A

            	
              2
                multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
                REMIC I Pass-Through Rate

            
	 	
              I-1-A
                through I-33-A

            	
              Uncertificated
                REMIC I Pass-Through Rate

            
	
              35

            	
              I-35-A
                through I-60-A

            	
              2
                multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
                REMIC I Pass-Through Rate

            
	 	
              I-1-A
                through I-34-A

            	
              Uncertificated
                REMIC I Pass-Through Rate

            
	
              36

            	
              I-36-A
                through I-60-A

            	
              2
                multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
                REMIC I Pass-Through Rate

            
	 	
              I-1-A
                through I-35-A

            	
              Uncertificated
                REMIC I Pass-Through Rate

            
	
              37

            	
              I-37-A
                through I-60-A

            	
              2
                multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
                REMIC I Pass-Through Rate

            
	 	
              I-1-A
                through I-36-A

            	
              Uncertificated
                REMIC I Pass-Through Rate

            
	
              38

            	
              I-38-A
                through I-60-A

            	
              2
                multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
                REMIC I Pass-Through Rate

            
	 	
              I-1-A
                through I-37-A

            	
              Uncertificated
                REMIC I Pass-Through Rate

            
	
              39

            	
              I-39-A
                through I-60-A

            	
              2
                multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
                REMIC I Pass-Through Rate

            
	 	
              I-1-A
                through I-38-A

            	
              Uncertificated
                REMIC I Pass-Through Rate

            
	
              40

            	
              I-40-A
                through I-60-A

            	
              2
                multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
                REMIC I Pass-Through Rate

            
	 	
              I-1-A
                through I-39-A

            	
              Uncertificated
                REMIC I Pass-Through Rate

            
	
              41

            	
              I-41-A
                through I-60-A

            	
              2
                multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
                REMIC I Pass-Through Rate

            
	 	
              I-1-A
                through I-40-A

            	
              Uncertificated
                REMIC I Pass-Through Rate

            
	
              42

            	
              I-42-A
                through I-60-A

            	
              2
                multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
                REMIC I Pass-Through Rate

            
	 	
              I-1-A
                through I-41-A

            	
              Uncertificated
                REMIC I Pass-Through Rate

            
	
              43

            	
              I-43-A
                through I-60-A

            	
              2
                multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
                REMIC I Pass-Through Rate

            
	 	
              I-1-A
                through I-42-A

            	
              Uncertificated
                REMIC I Pass-Through Rate

            
	
              44

            	
              I-44-A
                through I-60-A

            	
              2
                multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
                REMIC I Pass-Through Rate

            
	 	
              I-1-A
                through I-43-A

            	
              Uncertificated
                REMIC I Pass-Through Rate

            
	
              45

            	
              I-45-A
                through I-60-A

            	
              2
                multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
                REMIC I Pass-Through Rate

            
	 	
              I-1-A
                through I-44-A

            	
              Uncertificated
                REMIC I Pass-Through Rate

            
	
              46

            	
              I-46-A
                through I-60-A

            	
              2
                multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
                REMIC I Pass-Through Rate

            
	 	
              I-1-A
                through I-45-A

            	
              Uncertificated
                REMIC I Pass-Through Rate

            
	
              47

            	
              I-47-A
                through I-60-A

            	
              2
                multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
                REMIC I Pass-Through Rate

            
	 	
              I-1-A
                through I-46-A

            	
              Uncertificated
                REMIC I Pass-Through Rate

            
	
              48

            	
              I-48-A
                through I-60-A

            	
              2
                multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
                REMIC I Pass-Through Rate

            
	 	
              I-1-A
                through I-47-A

            	
              Uncertificated
                REMIC I Pass-Through Rate

            
	
              49

            	
              I-49-A
                and I-60-A

            	
              2
                multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
                REMIC I Pass-Through Rate

            
	 	
              I-1-A
                through I-48-A

            	
              Uncertificated
                REMIC I Pass-Through Rate

            
	
              50

            	
              I-50-A
                and I-60-A

            	
              2
                multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
                REMIC I Pass-Through Rate

            
	 	
              I-1-A
                through I-49-A

            	
              Uncertificated
                REMIC I Pass-Through Rate

            
	
              51

            	
              I-51-A
                and I-60-A

            	
              2
                multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
                REMIC I Pass-Through Rate

            
	 	
              I-1-A
                through I-50-A

            	
              Uncertificated
                REMIC I Pass-Through Rate

            
	
              52

            	
              I-52-A
                and I-60-A

            	
              2
                multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
                REMIC I Pass-Through Rate

            
	 	
              I-1-A
                through I-51-A

            	
              Uncertificated
                REMIC I Pass-Through Rate

            
	
              53

            	
              I-53-A
                and I-60-A

            	
              2
                multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
                REMIC I Pass-Through Rate

            
	 	
              I-1-A
                through I-52-A

            	
              Uncertificated
                REMIC I Pass-Through Rate

            
	
              54

            	
              I-54-A
                and I-60-A

            	
              2
                multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
                REMIC I Pass-Through Rate

            
	 	
              I-1-A
                through I-53-A

            	
              Uncertificated
                REMIC I Pass-Through Rate

            
	
              55

            	
              I-55-A
                and I-60-A

            	
              2
                multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
                REMIC I Pass-Through Rate

            
	 	
              I-1-A
                through I-54-A

            	
              Uncertificated
                REMIC I Pass-Through Rate

            
	
              56

            	
              I-56-A
                and I-60-A

            	
              2
                multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
                REMIC I Pass-Through Rate

            
	 	
              I-1-A
                through I-55-A

            	
              Uncertificated
                REMIC I Pass-Through Rate

            
	
              57

            	
              I-57-A
                and I-60-A

            	
              2
                multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
                REMIC I Pass-Through Rate

            
	 	
              I-1-A
                through I-56-A

            	
              Uncertificated
                REMIC I Pass-Through Rate

            
	
              58

            	
              I-58-A
                and I-60-A

            	
              2
                multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
                REMIC I Pass-Through Rate

            
	 	
              I-1-A
                through I-57-A

            	
              Uncertificated
                REMIC I Pass-Through Rate

            
	
              59

            	
              I-59-A
                and I-60-A

            	
              2
                multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
                REMIC I Pass-Through Rate

            
	 	
              I-1-A
                through I-58-A

            	
              Uncertificated
                REMIC I Pass-Through Rate

            
	
              60

            	
              I-60-A
                

            	
              2
                multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
                REMIC I Pass-Through Rate

            
	 	
              I-1-A
                through I-59-A

            	
              Uncertificated
                REMIC I Pass-Through Rate

            
	
              thereafter

            	
              I-1-A
                through I-60-A

            	
              Uncertificated
                REMIC I Pass-Through Rate

            


    

    


     

    With
      respect to REMIC II Regular Interest LT-IO, the excess of (i) the Uncertificated
      REMIC I Pass-Through Rates for REMIC I Regular Interests ending with the
      designation “A”, over (ii) 2 multiplied by Swap LIBOR.

     

    Uncertificated
      REMIC Regular Interest:
      The
      REMIC I Regular Interests, the REMIC II Regular Interests and the Class IO
      Interest.

     

    Voting
      Rights:
      The
      portion of the voting rights of all the Certificates that is allocated to any
      Certificate for purposes of the voting provisions hereunder. Voting Rights
      shall
      be allocated (i) 95% to the Certificates (other than the Class X, Class P
      and the Residual Certificates) and (ii) 3% to the Class X Certificates and
      1% to each of the Class P Certificates and the Class R Certificates. Voting
      rights will be allocated among the Certificates of each such Class in accordance
      with their respective Percentage Interests. The Residual Certificates will
      not
      be allocated any voting rights.

     

    Section
      1.02  Allocation
      of Certain Interest Shortfalls.

     

    For
      purposes of calculating the amount of the Interest Remittance Amount for any
      Distribution Date, (1) the aggregate amount of any Net Interest Shortfalls
      in
      respect of the Mortgage Loans for any Distribution Date shall reduce the
      Interest Remittance Amount on a pro
      rata
      basis
      based on, and to the extent of, one month’s interest at the then applicable
      respective Pass-Through Rate on the respective Certificate Principal Balance
      of
      each class of Publicly Offered Certificates and (2) the aggregate amount of
      any
      Realized Losses allocated to the Subordinate Certificates and Basis Risk
      Shortfalls allocated to the Publicly Offered Certificates and the Class B
      Certificates for any Distribution Date shall be allocated to the Class X
      Certificates based on, and to the extent of, one month’s interest at the then
      applicable respective Pass-Through Rate on the Certificate Principal Balance
      thereof on any Distribution Date.

     

    For
      purposes of calculating the amount of Uncertificated Accrued Interest for the
      REMIC I Regular Interests for any Distribution Date the aggregate amount of
      any
      Net Interest Shortfalls for any Distribution Date shall be allocated first,
      to
      REMIC I Regular Interest I and to the REMIC I Regular Interests ending with
      the
      designation “B”, pro
      rata
      based
      on, and to the extent of, one month’s interest at the then applicable respective
      Uncertificated REMIC I Pass-Through Rates on the respective Uncertificated
      Principal Balances of each such REMIC I Regular Interest, and then, to REMIC
      I
      Regular Interests ending with the designation “A”, pro rata based on, and to the
      extent of, one month’s interest at the then applicable respective Uncertificated
      REMIC I Pass-Through Rates on the respective Uncertificated Principal Balances
      of each such REMIC I Regular Interest.

     

    For
      purposes of calculating the amount of Uncertificated Accrued Interest for the
      REMIC II Regular Interests for any Distribution Date: 

     

    The
      aggregate amount of any Net Interest Shortfalls incurred in respect of the
      Mortgage Loans for any Distribution Date shall be allocated among
      REMIC II Regular Interest LT-AA, REMIC II Regular Interest LT-A1, REMIC II
      Regular Interest LT-A2, REMIC II Regular Interest LT-A3, REMIC II Regular
      Interest LT-A4, REMIC II Regular Interest LT-M1, REMIC II Regular Interest
      LT-M2, REMIC II Regular Interest LT-M3, REMIC II Regular Interest LT-M4, REMIC
      II Regular Interest LT-M5, REMIC II Regular Interest LT-M6, REMIC II Regular
      Interest LT-M7, REMIC II Regular Interest LT-M8, REMIC II Regular Interest
      LT-M9, REMIC II Regular Interest LT-B1, REMIC II Regular Interest LT-B2 and
      REMIC I Regular Interest LT-ZZ, pro
      rata
      based
      on, and to the extent of, one month’s interest at the then applicable respective
      Uncertificated REMIC I Pass-Through Rate on the respective Uncertificated
      Principal Balance of each such REMIC I Regular Interest.

     

     

     


    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    ARTICLE
      II


    CONVEYANCE
      OF TRUST FUND

    REPRESENTATIONS
      AND WARRANTIES

     

    Section
      2.01  Conveyance
      of Trust Fund.

     

    The
      Sponsor hereby sells, transfers, assigns, sets over and otherwise conveys to
      the
      Depositor, without recourse, all the right, title and interest of the Sponsor
      in
      and to the assets in the Trust Fund and
      the
      Supplemental Interest Trust.

     

    The
      Sponsor has entered into this Agreement in consideration for the purchase of
      the
      Mortgage Loans by the Depositor and has agreed to take the actions specified
      herein.

     

    The
      Depositor, concurrently with the execution and delivery hereof, hereby sells,
      transfers, assigns, sets over and otherwise conveys to the Trustee for the
      use
      and benefit of the Certificateholders, without recourse, all the right, title
      and interest of the Depositor in and to the Trust Fund and the Supplemental
      Interest Trust.

     

    Concurrently
      with the execution and delivery of this Agreement, the Depositor does hereby
      assign to the Trustee all of its rights and interest under the Mortgage Loan
      Purchase Agreement, to the extent of the Mortgage Loans sold under the Mortgage
      Loan Purchase Agreement and all of the rights and interests under the Assignment
      Agreement. The Trustee hereby accepts such assignment, and shall be entitled
      to
      exercise all rights of the Depositor under the Mortgage Loan Purchase Agreement
      and the Assignment Agreement as if, for such purpose, it were the Depositor.
      The
      foregoing sale, transfer, assignment, set-over, deposit and conveyance does
      not
      and is not intended to result in creation or assumption by the Trustee of any
      obligation of the Depositor, the Sponsor or any other Person in connection
      with
      the Mortgage Loans or any other agreement or instrument relating thereto except
      as specifically set forth herein.

     

    In
      connection with such sale, the Depositor does hereby deliver to, and deposit
      with the Custodian pursuant to the Custodial Agreement the documents with
      respect to each Mortgage Loan as described under Section 2 of the Custodial
      Agreement (the “Mortgage Loan Documents”). In connection with such delivery and
      as further described in the Custodial Agreement, the Custodian will be required
      to review such Mortgage Loan Documents and deliver to the Trustee, the
      Depositor, the Servicer and the Sponsor certifications (in the forms attached
      to
      the Custodial Agreement) with respect to such review with exceptions noted
      thereon. In addition, under the Custodial Agreement the Depositor will be
      required to cure certain defects with respect to the Mortgage Loan Documents
      for
      the related Mortgage Loans after the delivery thereof by the Depositor to the
      Custodian as more particularly set forth therein.

     

    Notwithstanding
      anything to the contrary contained herein, the parties hereto acknowledge that
      the functions of the Trustee with respect to the custody, acceptance, inspection
      and release of the Mortgage Files and preparation and delivery of the
      certifications shall be performed by the Custodian pursuant to the terms and
      conditions of the Custodial Agreement.

     

    The
      Depositor shall deliver or cause to be delivered to the Servicer copies of
      all
      trailing documents required to be included in the related Mortgage File at
      the
      same time the originals or certified copies thereof are delivered to the
      Custodian, such documents including the mortgagee policy of title insurance
      and
      any Mortgage Loan Documents upon return from the recording office.

     

    The
      Mortgage Loans permitted by the terms of this Agreement to be included in the
      Trust are limited to (i) Mortgage Loans (which the Depositor acquired pursuant
      to the Mortgage Loan Purchase Agreement, which contains, among other
      representations and warranties, a representation and warranty of the Sponsor
      that no Mortgage Loan is a “High-Cost Home Loan” as defined in the New Jersey
      Home Ownership Act effective November 27, 2003, as defined in the New Mexico
      Home Loan Protection Act effective January 1, 2004) as defined in the
      Massachusetts Predatory Home Loan Practices Act, effective November 7, 2004
      (Mass. Ann. Laws Ch. 183C) or as defined in the Indiana Home Loan Practices
      Act,
      effective January 1, 2005 (Ind. Code Ann. Sections 24-9-1 through 24-9-9) and
      (ii) Qualified Substitute Mortgage Loans (which, by definition as set forth
      herein and referred to in the Mortgage Loan Purchase Agreement, are required
      to
      conform to, among other representations and warranties, the representation
      and
      warranty of the Sponsor that no Qualified Substitute Mortgage Loan is a
“High-Cost Home Loan” as defined in the New Jersey Home Ownership Act effective
      November 27, 2003, as defined in the New Mexico Home Loan Protection Act
      effective January 1, 2004, as defined in the Massachusetts Predatory Home Loan
      Practices Act, effective November 7, 2004 (Mass. Ann. Laws Ch. 183C) or as
      defined in the Indiana Home Loan Practices Act, effective January 1, 2005 (Ind.
      Code Ann. Sections 24-9-1 through 24-9-9). The Depositor and the Trustee on
      behalf of the Trust understand and agree that it is not intended that any
      mortgage loan be included in the Trust that is a “High-Cost Home Loan” as
      defined in the New Jersey Home Ownership Act effective November 27, 2003, as
      defined in the New Mexico Home Loan Protection Act effective January 1, 2004,
      as
      defined in the Massachusetts Predatory Home Loan Practices Act, effective
      November 7, 2004 (Mass. Ann. Laws Ch. 183C) or as defined in the Indiana Home
      Loan Practices Act, effective January 1, 2005 (Ind. Code Ann. Sections 24-9-1
      through 24-9-9).

     

    Section
      2.02  Acceptance
      of the Mortgage Loans.

     

    (a)  Based
      on
      the initial trust receipt received by it from the Custodian pursuant to the
      Custodial Agreement, the Trustee acknowledges receipt, subject to the provisions
      of Section 2.01 hereof and Section 2 of the Custodial Agreement, of
      the Mortgage Loan Documents and all other assets included in the definition
      of
“REMIC I” under clauses (i), (ii) (iii), (v) and (vi) (to the extent of amounts
      deposited into the Distribution Account) and declares that it holds (or the
      Custodian on its behalf holds) and will hold such documents and the other
      documents delivered to it constituting a Mortgage Loan Document, and that it
      holds (or the Custodian on its behalf holds) or will hold all such assets and
      such other assets included in the definition of “REMIC I” in trust for the
      exclusive use and benefit of all present and future
      Certificateholders.

     

    (b)  In
      conducting the review of the Mortgage Files in accordance with the Custodial
      Agreement, the Custodian on the Trustee’s behalf will ascertain whether all
      required documents have been executed and received and whether those documents
      relate to the Mortgage Loans identified in Exhibit B to this Agreement, as
      supplemented. If the Custodian finds any document constituting part of the
      Mortgage File not to have been executed or received, or to be unrelated to
      the
      Mortgage Loans identified in Exhibit B, the Sponsor shall correct or cure any
      such defect or, if prior to the end of the second anniversary of the Closing
      Date, the Sponsor may substitute for the related Mortgage Loan a Replacement
      Mortgage Loan, which substitution shall be accomplished in the manner and
      subject to the conditions set forth in Section 2.03 or shall deliver to the
      Trustee an Opinion of Counsel to the effect that such defect does not materially
      or adversely affect the interests of the Certificateholders in such Mortgage
      Loan within sixty (60) days from the date of notice from the Custodian of the
      defect and if the Sponsor fails to correct or cure the defect or deliver such
      opinion within such period, the Sponsor will, subject to Section 2.03,
      within ninety (90) days from the notification of the Custodian purchase such
      Mortgage Loan at the Purchase Price; provided, however, that if such defect
      relates solely to the inability of the Sponsor to deliver the Mortgage,
      assignment thereof to the Custodian, or intervening assignments thereof with
      evidence of recording thereon because such documents have been submitted for
      recording and have not been returned by the applicable jurisdiction, the Sponsor
      shall not be required to purchase such Mortgage Loan if the Sponsor delivers
      such documents promptly upon receipt, but in no event later than 360 days after
      the Closing Date.

     

    (c)  No
      later
      than 180 days after the Closing Date, the Custodian on the Trustee’s behalf will
      review, for the benefit of the Certificateholders, the Mortgage Files and will
      execute and deliver or cause to be executed and delivered to the Sponsor, the
      Servicer and the Trustee, a final trust receipt substantially in the form
      annexed to the Custodial Agreement. In conducting such review, the Custodian
      on
      the Trustee’s behalf and in accordance with the terms of the Custodial Agreement
      will ascertain whether each document required to be recorded has been returned
      from the recording office with evidence of recording thereon and the Custodian
      on the Trustee’s behalf has received either an original or a copy thereof, as
      required in the Custodial Agreement. If the Custodian finds that any document
      with respect to a Mortgage Loan has not been received, or is unrelated to the
      Mortgage Loans identified in Exhibit B or appears to be defective on its face,
      the Custodian shall note such defect in the exception report attached the final
      trust receipt issued pursuant to the Custodial Agreement and the Sponsor shall
      correct or cure any such defect or, if prior to the end of the second
      anniversary of the Closing Date, the Sponsor may substitute for the related
      Mortgage Loan a Replacement Mortgage Loan, which substitution shall be
      accomplished in the manner and subject to the conditions set forth in
      Section 2.03 or shall deliver to the Trustee an Opinion of Counsel to the
      effect that such defect does not materially or adversely affect the interests
      of
      Certificateholders in such Mortgage Loan within 60 days from the date of notice
      from the Trustee of the defect and if the Sponsor is unable within such period
      to correct or cure such defect, or to substitute the related Mortgage Loan
      with
      a Replacement Mortgage Loan or to deliver such opinion, the Sponsor shall,
      subject to Section 2.03, within 90 days from the notification of the
      Trustee, purchase such Mortgage Loan at the Purchase Price; provided, however,
      that if such defect relates solely to the inability of the Sponsor to deliver
      the Mortgage, assignment thereof to the Trustee or intervening assignments
      thereof with evidence of recording thereon, because such documents have not
      been
      returned by the applicable jurisdiction, the Sponsor shall not be required
      to
      purchase such Mortgage Loan, if the Sponsor delivers such documents promptly
      upon receipt, but in no event later than 360 days after the Closing
      Date.

     

    (d)  In
      the
      event that a Mortgage Loan is purchased by the Sponsor in accordance with
      subsections 2.02(a) or (b) above or Section 2.03, the Sponsor shall remit
      the applicable Purchase Price to the Servicer for deposit in the Protected
      Account and shall provide written notice to the Securities Administrator
      detailing the components of the Purchase Price, signed by an authorized officer.
      Upon receipt of notice of the deposit of the Purchase Price in the Protected
      Account and upon receipt of a request for release (in the form attached to
      the
      Custodial Agreement) with respect to such Mortgage Loan, the Custodian, on
      behalf of the Trustee, will release to the Sponsor the related Mortgage File
      and
      the Trustee shall execute and deliver all instruments of transfer or assignment,
      without recourse, furnished to it by the Sponsor, as are necessary to vest
      in
      the Sponsor title to and rights under the Mortgage Loan. Such purchase shall
      be
      deemed to have occurred on the date on which the deposit into the Protected
      Account was made. The Securities Administrator shall promptly notify the Rating
      Agencies of such repurchase. The obligation of the Sponsor to cure, repurchase
      or substitute for any Mortgage Loan as to which a defect in a constituent
      document exists shall be the sole remedies respecting such defect available
      to
      the Certificateholders or to the Securities Administrator on their behalf.
      The
      Sponsor shall promptly reimburse the Securities Administrator for any expenses
      incurred by the Securities Administrator in respect of enforcing the remedies
      for such breach.

     

    (e)  The
      Sponsor shall deliver to the Custodian the Mortgage Note and other documents
      constituting the Mortgage File with respect to any Replacement Mortgage Loan,
      which the Custodian will review as provided in the Custodial Agreement,
      provided, that the Closing Date referred to therein shall instead be the date
      of
      delivery of the Mortgage File with respect to each Replacement Mortgage
      Loan.

     

    Section
      2.03  Representations,
      Warranties and Covenants of the Sponsor and the Master Servicer.

     

    (a)  The
      Sponsor hereby represents and warrants to and covenants with, the Depositor,
      the
      Master Servicer, the Securities Administrator and the Trustee as follows, as
      of
      the Closing Date:

     

    (i)  The
      Sponsor is duly organized, validly existing and in good standing under the
      laws
      of the State of Delaware and is duly authorized and qualified to transact any
      and all business contemplated by this Agreement to be conducted by the Sponsor
      in any state in which a Mortgaged Property is located or is otherwise not
      required under applicable law to effect such qualification and, in any event,
      is
      in compliance with the doing business laws of any such state, to the extent
      necessary to ensure its ability to enforce each Mortgage Loan, to sell the
      Mortgage Loans in accordance with the terms of this Agreement and to perform
      any
      of its other obligations under this Agreement in accordance with the terms
      hereof.

     

    (ii)  The
      Sponsor has the full corporate power and authority to sell each Mortgage Loan,
      and to execute, deliver and perform, and to enter into and consummate the
      transactions contemplated by this Agreement and has duly authorized by all
      necessary corporate action on the part of the Sponsor the execution, delivery
      and performance of this Agreement; and this Agreement, assuming the due
      authorization, execution and delivery hereof by the other parties hereto,
      constitutes a legal, valid and binding obligation of the Sponsor, enforceable
      against the Sponsor in accordance with its terms, except that (a) the
      enforceability hereof may be limited by bankruptcy, insolvency, moratorium,
      receivership and other similar laws relating to creditors’ rights generally and
      (b) the remedy of specific performance and injunctive and other forms of
      equitable relief may be subject to equitable defenses and to the discretion
      of
      the court before which any proceeding therefor may be brought and further
      subject to public policy with respect to indemnity and contribution under
      applicable securities law.

     

    (iii)  The
      execution and delivery of this Agreement by the Sponsor, the sale of the
      Mortgage Loans by the Sponsor under this Agreement, the consummation of any
      other of the transactions contemplated by this Agreement, and the fulfillment
      of
      or compliance with the terms hereof are in the ordinary course of business
      of
      the Sponsor and will not (A) result in a material breach of any term or
      provision of the charter or by-laws of the Sponsor or (B) materially conflict
      with, result in a material breach, violation or acceleration of, or result
      in a
      material default under, the terms of any other material agreement or instrument
      to which the Sponsor is a party or by which it may be bound, or (C) constitute
      a
      material violation of any statute, order or regulation applicable to the Sponsor
      of any court, regulatory body, administrative agency or governmental body having
      jurisdiction over the Sponsor; and the Sponsor is not in breach or violation
      of
      any material indenture or other material agreement or instrument, or in
      violation of any statute, order or regulation of any court, regulatory body,
      administrative agency or governmental body having jurisdiction over it which
      breach or violation may materially impair the Sponsor’s ability to perform or
      meet any of its obligations under this Agreement.

     

    (iv)  The
      Sponsor is an approved seller of conventional mortgage loans for Fannie Mae
      or
      Freddie Mac and is a mortgagee approved by the Secretary of Housing and Urban
      Development pursuant to sections 203 and 211 of the National Housing
      Act.

     

    (v)  No
      litigation is pending or, to the best of the Sponsor’s knowledge, threatened,
      against the Sponsor that would materially and adversely affect the execution,
      delivery or enforceability of this Agreement or the ability of the Sponsor
      to
      sell the Mortgage Loans or to perform any of its other obligations under this
      Agreement in accordance with the terms hereof.

     

    (vi)  No
      consent, approval, authorization or order of any court or governmental agency
      or
      body is required for the execution, delivery and performance by the Sponsor
      of,
      or compliance by the Sponsor with, this Agreement or the consummation of the
      transactions contemplated hereby, or if any such consent, approval,
      authorization or order is required, the Sponsor has obtained the
      same.

     

    (vii)  The
      representations and warranties set forth in Section 8 of the Mortgage Loan
      Purchase Agreement are true and correct as of the Closing Date.

     

    (viii)  No
      Mortgage Loan is subject to the Home Ownership and Equity Protection Act of
      1994
      or any comparable law and no Mortgage Loan is classified and/or defined as
      a
“high cost”, “covered”, “high risk home” or “predatory” loan under any other
      state, federal or local law or regulation or ordinance (or a similarly
      classified loan using different terminology under a law imposing heightened
      regulatory scrutiny or additional legal liability for residential mortgage
      loans
      having high interest rates, points and/or fees).

     

    (ix)  No
      loan
      is a High Cost Loan or Covered Loan, as applicable (as such terms are defined
      in
      Appendix E of the Standard & Poor's Glossary For File Format For LEVELS®
Version 5.6 Revised (attached hereto as Exhibit O) and no Mortgage Loan
      originated on or after October 1, 2002 through March 6, 2003 is governed by
      the
      Georgia Fair Lending Act.

     

    (x)  Any
      and
      all requirements of any federal, state or local law including, without
      limitation, usury, truth in lending, real estate settlement procedures, consumer
      credit protection, equal credit opportunity, fair housing, predatory, abusive
      lending or disclosure laws applicable to the origination and servicing of the
      Mortgage Loans have been complied with in all material respects.

     

    (b)  Upon
      discovery by any of the parties hereto of a breach of a representation or
      warranty set forth in Section 2.03(b)(viii), (ix) and (x) and
      Section 8 of the Mortgage Loan Purchase Agreement that materially and
      adversely affects the interests of the Certificateholders in any Mortgage Loan,
      the party discovering such breach shall give prompt written notice thereof
      to
      the other parties. The Sponsor hereby covenants with respect to the
      representations and warranties set forth in Section 2.03(b)(viii), (ix) and
      (x) and Section 8 of the Mortgage Loan Purchase Agreement, that within
      ninety (90) days of the discovery of a breach of any representation or warranty
      set forth therein that materially and adversely affects the interests of the
      Certificateholders in any Mortgage Loan, it shall cure such breach in all
      material respects and, if such breach is not so cured, (i) prior to the second
      anniversary of the Closing Date, remove such Mortgage Loan (a “Deleted Mortgage
      Loan”) from the Trust Fund and substitute in its place a Replacement Mortgage
      Loan, in the manner and subject to the conditions set forth in this Section;
      or
      (ii) repurchase the affected Mortgage Loan or Mortgage Loans from the Trustee
      at
      the Purchase Price in the manner set forth below; provided that any such
      substitution pursuant to (i) above or repurchase pursuant to (ii) above shall
      not be effected prior to the delivery to the Trustee of an Opinion of Counsel
      if
      required by Section 2.05 and any such substitution pursuant to (i) above
      shall not be effected prior to the additional delivery to the Custodian of
      a
      request for release in accordance with the Custodial Agreement. The Sponsor
      shall promptly reimburse the Trustee for any expenses reasonably incurred by
      the
      Trustee in respect of enforcing the remedies for such breach. To enable the
      Servicer to amend the Mortgage Loan Schedule, the Sponsor shall, unless it
      cures
      such breach in a timely fashion pursuant to this Section 2.03, promptly
      notify the Trustee whether it intends either to repurchase, or to substitute
      for, the Mortgage Loan affected by such breach. With respect to the
      representations and warranties in Section 8 of the Mortgage Loan Purchase
      Agreement that are made to the best of the Sponsor’s knowledge, if it is
      discovered by any of the Depositor, the Sponsor or the Trustee that the
      substance of such representation and warranty is inaccurate and such inaccuracy
      materially and adversely affects the value of the related Mortgage Loan,
      notwithstanding the Sponsor’s lack of knowledge with respect to the substance of
      such representation or warranty, the Sponsor shall nevertheless be required
      to
      cure, substitute for or repurchase the affected Mortgage Loan in accordance
      with
      the foregoing. Notwithstanding the foregoing, any breach of a representation
      or
      warranty contained in clauses (xxxiii), (xxxvii), (xxxviii), (xl), (xlv) and/or
      (lii) of Section 8 of the Mortgage Loan Purchase Agreement shall be
      automatically deemed to materially and adversely affect the interests of the
      Certificateholders.

     

    With
      respect to any Replacement Mortgage Loan or Loans, the Sponsor shall deliver
      to
      the Custodian for the benefit of the Certificateholders such documents and
      agreements as are required by Section 2 of the Custodial Agreement. No
      substitution will be made in any calendar month after the Determination Date
      for
      such month. Scheduled Payments due with respect to Replacement Mortgage Loans
      in
      the Due Period related to the Distribution Date on which such proceeds are
      to be
      distributed shall not be part of the Trust Fund and will be retained by the
      Sponsor. For the month of substitution, distributions to Certificateholders
      will
      include the Scheduled Payment due on any Deleted Mortgage Loan for the related
      Due Period and thereafter the Sponsor shall be entitled to retain all amounts
      received in respect of such Deleted Mortgage Loan. The Servicer shall amend
      the
      Mortgage Loan Schedule for the benefit of the Certificateholders to reflect
      the
      removal of such Deleted Mortgage Loan and the substitution of the Replacement
      Mortgage Loan or Loans and shall deliver the amended Mortgage Loan Schedule
      to
      the Trustee, the Master Servicer and the Securities Administrator. Upon such
      substitution, the Replacement Mortgage Loan or Loans shall be subject to the
      terms of this Agreement in all respects, and the Sponsor shall be deemed to
      have
      made with respect to such Replacement Mortgage Loan or Loans, as of the date
      of
      substitution, the representations and warranties set forth in Section 8 of
      the Mortgage Loan Purchase Agreement with respect to such Mortgage Loan. Upon
      any such substitution and the deposit into the Protected Account of the amount
      required to be deposited therein in connection with such substitution as
      described in the following paragraph and receipt by the Custodian of a request
      for release for such Mortgage Loan in accordance with the Custodial Agreement,
      the Custodian on behalf of the Trustee shall release to the Sponsor the Mortgage
      File relating to such Deleted Mortgage Loan and held for the benefit of the
      Certificateholders and the Trustee shall execute and deliver at the Sponsor’s
      direction such instruments of transfer or assignment as have been prepared
      by
      the Sponsor, in each case without recourse, as shall be necessary to vest in
      the
      Sponsor, or its respective designee, title to the Trustee’s interest in any
      Deleted Mortgage Loan substituted for pursuant to this Section 2.03.
      Neither the Trustee nor the Custodian shall have any further responsibility
      with
      regard to such Mortgage File.

     

    For
      any
      month in which the Sponsor substitutes one or more Replacement Mortgage Loans
      for a Deleted Mortgage Loan, the Securities Administrator will determine the
      amount (if any) by which the aggregate principal balance of all the Replacement
      Mortgage Loans as of the date of substitution is less than the Stated Principal
      Balance (after application of the principal portion of the Scheduled Payment
      due
      in the month of substitution) of such Deleted Mortgage Loan. An amount equal
      to
      the aggregate of such deficiencies, described in the preceding sentence for
      any
      Distribution Date (such amount, the “Substitution Adjustment Amount”) shall be
      remitted to the Servicer for deposit in the Protected Account by the Sponsor
      delivering such Replacement Mortgage Loan on or before the Determination Date
      for the Distribution Date relating to the Prepayment Period during which the
      related Mortgage Loan was required to be purchased or replaced
      hereunder.

     

    In
      the
      event that the Sponsor shall be required to repurchase a Mortgage Loan, the
      Purchase Price therefor shall be remitted to the Servicer for deposit in the
      Protected Account, on or before the Determination Date immediately following
      the
      date on which the Sponsor was required to repurchase such Mortgage Loan. The
      Purchase Price shall be remitted by the Servicer to the Securities Administrator
      on the Remittance Date occurring in the month immediately following the month
      in
      which the Purchase Price was deposited in the Protected Account. In addition,
      upon such deposit of the Purchase Price, the delivery of an Officer’s
      Certificate by the Servicer to the Trustee certifying that the Purchase Price
      has been deposited in the Protected Account (which shall be delivered no more
      than two Business Days following such deposit), the delivery of an Opinion
      of
      Counsel if required by Section 2.05 and the receipt of a Request for
      Release, the Trustee shall release the related Mortgage File held for the
      benefit of the related Certificateholders to the Sponsor, and the Trustee shall
      execute and deliver at such Person’s direction the related instruments of
      transfer or assignment prepared by the Sponsor, in each case without recourse,
      as shall be necessary to transfer title from the Trustee for the benefit of
      the
      Certificateholders and transfer the Trustee’s interest to the Sponsor to any
      Mortgage Loan purchased pursuant to this Section 2.03. It is understood and
      agreed that the obligation under this Agreement of the Sponsor to cure,
      repurchase or replace any Mortgage Loan as to which a breach has occurred or
      is
      continuing shall constitute the sole remedies against the Sponsor respecting
      such breach available to Certificateholder, the Depositor or the
      Trustee.

     

    (c)  The
      Master Servicer hereby represents, warrants and covenants with the Sponsor,
      the
      Depositor and the Trustee as follows, as of the Closing Date:

     

    (i)  The
      Master Servicer is a national banking association duly formed, validly existing
      and in good standing under the laws of the United States of America and is
      duly
      authorized and qualified to transact any and all business contemplated by this
      Agreement to be conducted by the Master Servicer;

     

    (ii)  The
      Master Servicer has the full power and authority to conduct its business as
      presently conducted by it and to execute, deliver and perform, and to enter
      into
      and consummate, all transactions contemplated by this Agreement. The Master
      Servicer has duly authorized the execution, delivery and performance of this
      Agreement, has duly executed and delivered this Agreement, and this Agreement,
      assuming due authorization, execution and delivery by the other parties hereto,
      constitutes a legal, valid and binding obligation of the Master Servicer,
      enforceable against it in accordance with its terms except as the enforceability
      thereof may be limited by bankruptcy, insolvency, reorganization or similar
      laws
      affecting the enforcement of creditors’ rights generally and by general
      principles of equity;

     

    (iii)  The
      execution and delivery of this Agreement by the Master Servicer, the
      consummation by the Master Servicer of any other of the transactions herein
      contemplated, and the fulfillment of or compliance with the terms hereof are
      in
      the ordinary course of business of the Master Servicer and will not (A) result
      in a breach of any term or provision of charter and by-laws of the Master
      Servicer or (B) conflict with, result in a breach, violation or acceleration
      of,
      or result in a default under, the terms of any other material agreement or
      instrument to which the Master Servicer is a party or by which it may be bound,
      or any statute, order or regulation applicable to the Master Servicer of any
      court, regulatory body, administrative agency or governmental body having
      jurisdiction over the Master Servicer; and the Master Servicer is not a party
      to, bound by, or in breach or violation of any indenture or other agreement
      or
      instrument, or subject to or in violation of any statute, order or regulation
      of
      any court, regulatory body, administrative agency or governmental body having
      jurisdiction over it, which materially and adversely affects or, to the Master
      Servicer’s knowledge, would in the future materially and adversely affect, (x)
      the ability of the Master Servicer to perform its obligations under this
      Agreement or (y) the business, operations, financial condition, properties
      or
      assets of the Master Servicer taken as a whole;

     

    (iv)  The
      Master Servicer does not believe, nor does it have any reason or cause to
      believe, that it cannot perform each and every covenant made by it and contained
      in this Agreement;

     

    (v)  No
      litigation is pending against the Master Servicer that would materially and
      adversely affect the execution, delivery or enforceability of this Agreement
      or
      the ability of the Master Servicer to perform any of its other obligations
      hereunder in accordance with the terms hereof,

     

    (vi)  There
      are
      no actions or proceedings against, or investigations known to it of, the Master
      Servicer before any court, administrative or other tribunal (A) that might
      prohibit its entering into this Agreement, (B) seeking to prevent the
      consummation of the transactions contemplated by this Agreement or (C) that
      might prohibit or materially and adversely affect the performance by the Master
      Servicer of its obligations under, or validity or enforceability of, this
      Agreement; and

     

    (vii)  No
      consent, approval, authorization or order of any court or governmental agency
      or
      body is required for the execution, delivery and performance by the Master
      Servicer of, or compliance by the Master Servicer with, this Agreement or the
      consummation by it of the transactions contemplated by this Agreement, except
      for such consents, approvals, authorizations or orders, if any, that have been
      obtained prior to the Closing Date.

     

    (d)  The
      representations and warranties set forth in Section 2.03 shall survive
      delivery of the respective Mortgage Loans and Mortgage Files to the Trustee
      or
      the Custodian for the benefit of the Certificateholders.

     

    Section
      2.04  Representations
      and Warranties of the Depositor.

     

    The
      Depositor hereby represents and warrants to, and covenants, with the Sponsor,
      the Master Servicer, the Securities Administrator and the Trustee as follows,
      as
      of the date hereof and as of the Closing Date:

     

    (i)  The
      Depositor is duly organized and is validly existing as a corporation in good
      standing under the laws of the State of Delaware and has full power and
      authority (corporate and other) necessary to own or hold its properties and
      to
      conduct its business as now conducted by it and to enter into and perform its
      obligations under this Agreement.

     

    (ii)  The
      Depositor has the full corporate power and authority to execute, deliver and
      perform, and to enter into and consummate the transactions contemplated by,
      this
      Agreement and has duly authorized, by all necessary corporate action on its
      part, the execution, delivery and performance of this Agreement; and this
      Agreement, assuming the due authorization, execution and delivery hereof by
      the
      other parties hereto, constitutes a legal, valid and binding obligation of
      the
      Depositor, enforceable against the Depositor in accordance with its terms,
      subject, as to enforceability, to (i) bankruptcy, insolvency, moratorium
      receivership and other similar laws relating to creditors’ rights generally and
      (ii) the remedy of specific performance and injunctive and other forms of
      equitable relief may be subject to equitable defenses and to the discretion
      of
      the court before which any proceeding therefor may be brought and further
      subject to public policy with respect to indemnity and contribution under
      applicable securities law.

     

    (iii)  The
      execution and delivery of this Agreement by the Depositor, the consummation
      of
      the transactions contemplated by this Agreement, and the fulfillment of or
      compliance with the terms hereof are in the ordinary course of business of
      the
      Depositor and will not (A) result in a material breach of any term or provision
      of the charter or by-laws of the Depositor or (B) materially conflict with,
      result in a material breach, violation or acceleration of, or result in a
      material default under, the terms of any other material agreement or instrument
      to which the Depositor is a party or by which it may be bound or (C) constitute
      a material violation of any statute, order or regulation applicable to the
      Depositor of any court, regulatory body, administrative agency or governmental
      body having jurisdiction over the Depositor; and the Depositor is not in breach
      or violation of any material indenture or other material agreement or
      instrument, or in violation of any statute, order or regulation of any court,
      regulatory body, administrative agency or governmental body having jurisdiction
      over it which breach or violation may materially impair the Depositor’s ability
      to perform or meet any of its obligations under this Agreement.

     

    (iv)  No
      litigation is pending, or, to the best of the Depositor’s knowledge, threatened,
      against the Depositor that would materially and adversely affect the execution,
      delivery or enforceability of this Agreement or the ability of the Depositor
      to
      perform its obligations under this Agreement in accordance with the terms
      hereof.

     

    (v)  No
      consent, approval, authorization or order of any court or governmental agency
      or
      body is required for the execution, delivery and performance by the Depositor
      of, or compliance by the Depositor with, this Agreement or the consummation
      of
      the transactions contemplated hereby, or if any such consent, approval,
      authorization or order is required, the Depositor has obtained the
      same.

     

    The
      Depositor hereby represents and warrants to the Trustee as of the Closing Date,
      following the transfer of the Mortgage Loans to it by the Sponsor, the Depositor
      had good title to the Mortgage Loans and the related Mortgage Notes were subject
      to no offsets, claims, defenses or counterclaims.

     

    It
      is
      understood and agreed that the representations and warranties set forth in
      this
      Section 2.04 shall survive delivery of the Mortgage Files to the Trustee or
      the Custodian for the benefit of the Certificateholders. Upon discovery by
      the
      Depositor, the Master Servicer or the Trustee of a breach of such
      representations and warranties, the party discovering such breach shall give
      prompt written notice to the others and to each Rating Agency.

     

    Section
      2.05  Delivery
      of Opinion of Counsel in Connection with Substitutions and
      Repurchases.

     

    (a)  Notwithstanding
      any contrary provision of this Agreement, with respect to any Mortgage Loan
      that
      is not in default or as to which default is not imminent, no repurchase or
      substitution pursuant to Sections 2.02 or 2.03 shall be made unless the Sponsor
      delivers to the Trustee an Opinion of Counsel, addressed to the Trustee, to
      the
      effect that such repurchase or substitution would not (i) result in the
      imposition of the tax on “prohibited transactions” of REMIC I, REMIC II or REMIC
      III or contributions after the Closing Date, as defined in sections 860F(a)(2)
      and 860G(d) of the Code, respectively or (ii) cause any of REMIC I, REMIC II
      or
      REMIC III to fail to qualify as a REMIC at any time that any Certificates are
      outstanding. Any Mortgage Loan as to which repurchase or substitution was
      delayed pursuant to this paragraph shall be repurchased or the substitution
      therefor shall occur (subject to compliance with Sections 2.02 or 2.03) upon
      the
      earlier of (a) the occurrence of a default or imminent default with respect
      to
      such Mortgage Loan and (b) receipt by the Trustee of an Opinion of Counsel
      to
      the effect that such repurchase or substitution, as applicable, will not result
      in the events described in clause (i) or clause (ii) of the preceding
      sentence.

     

    (b)  Upon
      discovery by the Depositor or the Sponsor that any Mortgage Loan does not
      constitute a “qualified mortgage” within the meaning of section 860G(a)(3) of
      the Code, the party discovering such fact shall promptly (and in any event
      within five (5) Business Days of discovery) give written notice thereof to
      the
      other parties and the Trustee. In connection therewith, the Sponsor, at its
      option, shall either (i) substitute, if the conditions in Section 2.03(c)
      with respect to substitutions are satisfied, a Replacement Mortgage Loan for
      the
      affected Mortgage Loan, or (ii) repurchase the affected Mortgage Loan within
      ninety (90) days of such discovery in the same manner as it would a Mortgage
      Loan for a breach of representation or warranty contained in Section 2.03.
      The Trustee shall reconvey to the Sponsor the Mortgage Loan to be released
      pursuant hereto in the same manner, and on the same terms and conditions, as
      it
      would a Mortgage Loan repurchased for breach of a representation or warranty
      contained in Section 2.03.

     

    Section
      2.06  Issuance
      of the REMIC I Regular Interests and the Class R Certificates.

     

    The
      Trustee acknowledges the assignment to it of the Mortgage Loans and the delivery
      to the Custodian on its behalf of the related Mortgage Files, subject to the
      provisions of Section 2.01 and Section 2.02, together with the
      assignment to it of all other assets included in REMIC I, the receipt of which
      is hereby acknowledged. The interests evidenced by the Class R-I Interest,
      together with the REMIC I Regular Interests, constitute the entire beneficial
      ownership interest in REMIC I. The rights of the Holders of the Class R-I
      Interest and REMIC I (as holder of the REMIC I Regular Interests) to receive
      distributions from the proceeds of REMIC I in respect of the Class R-I Interest
      and the REMIC I Regular Interests, respectively, and all ownership interests
      evidenced or constituted by the Class R-I Interest and the REMIC I Regular
      Interests, shall be as set forth in this Agreement.

     

    Section
      2.07  Conveyance
      of the REMIC I Regular Interests; Issuance and Conveyance of the REMIC II
      Regular Interests.

     

    The
      Depositor, concurrently with the execution and delivery hereof, does hereby
      transfer, assign, set over and otherwise convey to the Trustee, without recourse
      all the right, title and interest of the Depositor in and to the REMIC I Regular
      Interests for the benefit of the Class R-II Interest and REMIC II (as holder
      of
      the REMIC I Regular Interests). The Trustee acknowledges receipt of the REMIC
      I
      Regular Interests and declares that it holds and will hold the same in trust
      for
      the exclusive use and benefit of all present and future Holders of the Class
      R-II Interest and REMIC II (as holder of the REMIC I Regular Interests). The
      rights of the Holder of the Class R-II Interest and REMIC II (as holder of
      the
      REMIC I Regular Interests) to receive distributions from the proceeds of REMIC
      II in respect of the Class R-II Interest and the REMIC II Regular Interests,
      respectively, and all ownership interests evidenced or constituted by the Class
      R-II Interest and the REMIC II Regular Interests, shall be as set forth in
      this
      Agreement. The Class R-II Interest and the REMIC II Regular Interests shall
      constitute the entire beneficial ownership interest in REMIC II.

     

    The
      Depositor, concurrently with the execution and delivery hereof, does hereby
      transfer, assign, set over and otherwise convey to the Trustee, without recourse
      all the right, title and interest of the Depositor in and to the REMIC II
      Regular Interests for the benefit of the Class R-III Interest and REMIC III
      (as
      holder of the REMIC II Regular Interests). The Trustee acknowledges receipt
      of
      the REMIC II Regular Interests and declares that it holds and will hold the
      same
      in trust for the exclusive use and benefit of all present and future Holders
      of
      the Class R-III Interest and REMIC III (as holder of the REMIC II Regular
      Interests). The rights of the Holder of the Class R-III Interest and REMIC
      III
      (as holder of the REMIC II Regular Interests) to receive distributions from
      the
      proceeds of REMIC III in respect of the Class R-III Interest and the Regular
      Certificates and the Class IO Interest, respectively, and all ownership
      interests evidenced or constituted by the Class R-III Interest and the Regular
      Certificates and the Class IO Interest, shall be as set forth in this Agreement.
      The Class R-III Interest, the Regular Certificates and the Class IO Interest
      shall constitute the entire beneficial ownership interest in REMIC
      III.

     

    Section
      2.08  Issuance
      of Class R Certificates.

     

    The
      Trustee acknowledges the assignment to it of the REMIC I Regular Interests
      and
      the REMIC II Regular Interests and, concurrently therewith and in exchange
      therefor, pursuant to the written request of the Depositor executed by an
      officer of the Depositor, the Securities Administrator has executed,
      authenticated and delivered to or upon the order of the Depositor, the Class
      R
      Certificates in authorized denominations. 

     

    Section
      2.09  Establishment
      of Trust.

     

    The
      Depositor does hereby establish, pursuant to the further provisions of this
      Agreement and the laws of the State of New York, an express trust to be known,
      for convenience, as “Nomura Home Equity Loan, Inc., Home Equity Loan Trust,
      Series 2006-WF1” and does hereby appoint HSBC Bank USA, National Association, as
      Trustee in accordance with the provisions of this Agreement.

     

    Section
      2.10  Purpose
      and Powers of the Trust.

     

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

     

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

     

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

     

    (c)  to
      make
      payments on the Certificates;

     

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

     

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

     

    The
      trust
      is hereby authorized to engage in the foregoing activities. The Trustee shall
      not cause the trust to engage in any activity other than in connection with
      the
      foregoing or other than as required or authorized by the terms of this Agreement
      while any Certificate is outstanding, and this Section 2.10 may not be amended,
      without the consent of the Certificateholders evidencing 51% or more of the
      aggregate voting rights of the Certificates.

     

     

     


    
      
         

      

      
         

        
          

        

      

      
         

      

    


     

     

    ARTICLE
      III


    ADMINISTRATION
      AND SERVICING OF THE MORTGAGE LOANS; ACCOUNTS

     

    Section
      3.01  Reserved. 

     

    Section
      3.02  Reserved. 

     

    Section
      3.03  Reserved. 

     

    Section
      3.04  Reserved. 

     

    Section
      3.05  Reserved. 

     

    Section
      3.06  Reserved. 

     

    Section
      3.07  Reserved. 

     

    Section
      3.08  Reserved.

     

    Section
      3.09  Reserved. 

     

    Section
      3.10  Reserved. 

     

    Section
      3.11  Reserved. 

     

    Section
      3.12  Reserved. 

     

    Section
      3.13  Annual
      Statement as to Compliance.

     

    (a)  The
      Master Servicer and the Securities Administrator shall deliver or otherwise
      make
      available (and shall cause each Additional Servicer engaged by it to deliver)
      to
      the Depositor and the Securities Administrator and in the case of the Master
      Servicer, to the Trustee on or before March 15 of each year, commencing in
      March
      2007, an Officer’s Certificate stating, as to the signer thereof, that (A) a
      review of such party’s activities during the preceding calendar year or portion
      thereof and of such party’s performance under this Agreement, or such other
      applicable agreement in the case of an Additional Servicer, has been made under
      such officer’s supervision and (B) to the best of such officer’s knowledge,
      based on such review, such party has fulfilled all its obligations under this
      Agreement, or such other applicable agreement in the case of an Additional
      Servicer (other than the Master Servicer or the Securities Administrator),
      in
      all material respects throughout such year or portion thereof, 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
      thereof.

     

    The
      Master Servicer shall enforce the obligation of the Servicer as set forth in
      the
      Servicing Agreement to deliver to the Master Servicer an annual statement of
      compliance within the time frame set forth in, and in such form and substance
      as
      may be required pursuant to, the Servicing Agreement The Master Servicer shall
      include such annual statement of compliance with its own annual statement of
      compliance to be submitted to the Securities Administrator pursuant to this
      Section. For so long as the Trust Fund is subject to Exchange Act reporting
      requirements, failure of the Servicer to timely deliver an annual statement
      of
      compliance pursuant to the Servicing Agreement shall be deemed a Servicer
      Default under the Servicing Agreement, automatically, without notice and without
      any cure period, and the Master Servicer shall notify the Trustee and the
      Trustee may, in addition to whatever rights the Trustee may have under this
      Agreement, the Servicing Agreement and at law or in equity or to damages,
      including injunctive relief and specific performance, terminate all the rights
      and obligations of the Servicer under the Servicing Agreement and in and to
      the
      Mortgage Loans and the proceeds thereof without compensating the Servicer for
      the same. The Trustee shall so terminate the Servicer by delivery of notice
      thereof via first class mail, facsimile or electronic mail. After the Trust
      Fund
      ceases to be subject to Exchange Act reporting requirements, failure of the
      Servicer to perform deliver an annual statement of compliance on or before
      March
      31 of each such year shall be deemed a Servicer Default under the Servicing
      Agreement. The Master Servicer shall notify the Trustee and the Trustee may
      terminate the Servicer by delivery of notice thereof via first class mail,
      facsimile or electronic mail.

     

    (b)  (i)For
      so
      long as the Trust Fund is subject to Exchange Act reporting requirements,
      failure of the Master Servicer to comply timely with this Section 3.13 shall
      be
      deemed a Master Servicer Default, without any cure period, and the Trustee
      may,
      in addition to whatever rights the Trustee may have under this Agreement and
      at
      law or in equity or to damages, including injunctive relief and specific
      performance, terminate all the rights and obligations of the Master Servicer
      under this Agreement and in and to the Mortgage Loans and the proceeds thereof
      without compensating the Master Servicer for the same. The Trustee shall so
      terminate the Master Servicer by delivery of notice thereof via first class
      mail, facsimile or electronic mail. This paragraph shall supersede any other
      provision in this Agreement or any other agreement to the contrary.

     

    (ii) After
      the
      Trust Fund ceases to be subject to Exchange Act reporting requirements, failure
      of the Master Servicer to duly perform its obligations under this Section 3.13
      on or before March 31 of each such year shall be deemed a Master Servicer
      Default as provided for in Section 8.01(a)(x). The Trustee may terminate the
      Master Servicer by delivery of notice thereof via first class mail, facsimile
      or
      electronic mail.

     

    (c)  The
      Master Servicer shall include all annual statements of compliance received
      by it
      from any Additional Servicer with its own annual statement of compliance to
      be
      submitted to the Securities Administrator pursuant to this Section
      3.13.

     

    (d)  Copies
      of
      any Master Servicer annual statements of compliance required to be delivered
      hereunder shall be provided to any Certificateholder upon request at the Master
      Servicer’s expense.

     

    (e)  In
      the
      event the Servicer, the Master Servicer, the Securities Administrator or any
      Additional Servicer is terminated or resigns pursuant to the terms of this
      Agreement or the Servicing Agreement, or any applicable agreement in the case
      of
      such Additional Servicer, as the case may be, such party shall provide or cause
      such Additional Servicer to provide an Officer’s Certificate pursuant to this
      Section 3.13 or pursuant to the Servicing Agreement with respect to the period
      of time it was subject to this Agreement, the Servicing Agreement or any other
      applicable agreement, as the case may be.

     

    Section
      3.14  Assessments
      of Compliance and Attestation Reports.

     

    (a)  By
      March
      15 of
      each
      year, commencing in March 2007,
      the
      Master Servicer and the Securities Administrator, each at its own expense and
      pursuant to Item 1122(a) of Regulation AB, shall furnish or otherwise make
      available, and shall cause any Servicing Function Participant engaged by it
      to
      furnish, which in each case shall not be an expense of the Trust Fund, to the
      Securities Administrator and the Depositor, a report on an assessment of
      compliance with the Relevant Servicing Criteria that contains (A) a statement
      by
      such party of its responsibility for assessing compliance with the Relevant
      Servicing Criteria, (B) a statement that such party used the Relevant Servicing
      Criteria to assess compliance with the Relevant Servicing Criteria, (C) such
      party’s assessment of compliance with the Relevant Servicing Criteria for the
      period consisting of the prior calendar year, including, if there has been
      any
      material instance of noncompliance with the Relevant Servicing Criteria, a
      discussion of each such failure and the nature and status thereof, and (D)
      a
      statement that a registered public accounting firm has issued an attestation
      report on such party’s assessment of compliance with the Relevant Servicing
      Criteria for the period consisting of the prior calendar year; however,
      notwithstanding anything herein to the contrary, no Subcontractor will be
      required to deliver any assessment of compliance in any such given year in
      which
      a Form 10-K is not required to be filed.

     

    (b)  No
      later
      than February 1 of each year, commencing in February 2007, the Master Servicer
      shall forward to the Securities Administrator and the Depositor the name of
      each
      Servicing Function Participant engaged by it and what Relevant Servicing
      Criteria will be addressed in the report on assessment of compliance prepared
      by
      such Servicing Function Participant; provided, however, that the Master Servicer
      need not provide such information to the Securities Administrator so long as
      the
      Master Servicer and the Securities Administrator are the same entity. When
      the
      Master Servicer (or any Servicing Function Participant engaged by them) submits
      its assessments to the Securities Administrator, such party will also at such
      time include the assessment (and attestation pursuant to paragraph (c) below)
      of
      each Servicing Function Participant engaged by it. 

     

    Promptly
      after receipt of each such report on assessment of compliance pursuant to this
      Agreement and the Servicing Agreement, (i) the Depositor shall review each
      such
      report and, if applicable, consult with the Servicer, the Master Servicer,
      the
      Securities Administrator and any Servicing Function Participant engaged by
      such
      parties as to the nature of any material instance of noncompliance with the
      Relevant Servicing Criteria by each such party, and (ii) the Securities
      Administrator shall confirm that the assessments, taken as a whole, address
      all
      of the Servicing Criteria and taken individually address the Relevant Servicing
      Criteria for each party as set forth on Exhibit L and on any similar exhibit
      set
      forth in the Servicing Agreement in respect of the Servicer and notify the
      Depositor of any exceptions.

     

    In
      the
      event the Master Servicer, Securities Administrator or any Servicing Function
      Participant is terminated, assigns its rights and obligations under or resigns
      pursuant to the terms of this Agreement, or any other applicable agreement,
      as
      the case may be, such party shall provide, or cause a Servicing Function
      Participant engaged by it to provide, a report on assessment of compliance
      pursuant to this Section 3.14 with respect to the period of time it was subject
      to this Agreement or any other applicable agreement, as the case may be,
      notwithstanding any such termination, assignment or resignation.

     

    The
      Master Servicer shall include all annual reports on assessment of compliance
      received by it from each Servicer with its own assessment of compliance to
      be
      submitted to the Securities Administrator pursuant to this Section.

     

    (c)  By
      March
      15 of each year, commencing in March 2007, the Master Servicer and the
      Securities Administrator, each at its own expense, shall cause, and shall cause
      any Servicing Function Participant engaged by such party to cause, which in
      each
      case shall not be an expense of the trust, a registered public accounting firm
      (which may also render other services to such Servicing Function Participants)
      and that is a member of the American Institute of Certified Public Accountants
      to furnish an attestation report to the Master Servicer and Securities
      Administrator to the effect that (i) it has obtained a representation regarding
      certain matters from the management of such party, which includes an assertion
      that such party has complied with the Relevant Servicing Criteria, and (ii)
      on
      the basis of an examination conducted by such firm in accordance with standards
      for attestation engagements issued or adopted by the PCAOB, it is expressing
      an
      opinion as to whether such party’s compliance with the Relevant Servicing
      Criteria was fairly stated in all material respects, or it cannot express an
      overall opinion regarding such party’s assessment of compliance with the
      Relevant Servicing Criteria; however, notwithstanding anything herein to the
      contrary, no Subcontractor will be required to deliver any attestation in any
      such given year in which a Form 10-K is not required to be filed. In the event
      that an overall opinion cannot be expressed, such registered public accounting
      firm shall state in such report why it was unable to express such an opinion.
      Such report must be available for general use and not contain restricted use
      language.

     

    Promptly
      after receipt of each such report on assessment of compliance and attestation
      report from a Servicing Function Participant, the Securities Administrator
      shall
      confirm that each assessment submitted pursuant to paragraph (a) above is
      coupled with an attestation meeting the requirements of this Section and notify
      the Depositor of any exceptions. 

     

    In
      the
      event the Master Servicer, Securities Administrator or any Servicing Function
      Participant is terminated, assigns its rights and obligations under or resigns
      pursuant to the terms of this Agreement, or any other applicable agreement,
      as
      the case may be, such party shall cause a registered public accounting firm
      to
      provide an attestation pursuant to this Section 3.14 or such other agreement
      with respect to the period of time it was subject to this Agreement or such
      other agreement, as the case may be, notwithstanding any such termination,
      assignment or resignation.

     

    Section
      3.15  Reserved.

     

    Section
      3.16  The
      Trustee.

     

    The
      Trustee shall furnish the Servicer with any powers of attorney and other
      documents prepared and submitted by the Servicer to the Trustee in a form
      agreeable to the Trustee and necessary or appropriate to enable the Servicer
      to
      service and administer the related Mortgage Loans and REO
      Properties.

     

    The
      Trustee shall provide access to the records and documentation in possession
      of
      the Trustee regarding the related Mortgage Loans and REO Property and the
      servicing thereof to the Certificateholders, the FDIC, and the supervisory
      agents and examiners of the FDIC, such access being afforded only upon
      reasonable prior written request and during normal business hours at the office
      of the Trustee; provided, however, that, unless otherwise required by law,
      the
      Trustee shall not be required to provide access to such records and
      documentation if the provision thereof would violate the legal right to privacy
      of any Mortgagor. The Trustee shall allow representatives of the above entities
      to photocopy any of the records and documentation and shall provide equipment
      for that purpose at a charge that covers the Trustee’s actual
      costs.

     

    The
      Trustee shall execute and deliver as directed in writing by the Servicer any
      court pleadings, requests for trustee’s sale or other documents necessary or
      desirable to (i) the foreclosure or trustee’s sale with respect to a Mortgaged
      Property; (ii) any legal action brought to obtain judgment against any Mortgagor
      on the Mortgage Note; (iii) obtain a deficiency judgment against the Mortgagor;
      or (iv) enforce any other rights or remedies provided by the Mortgage Note
      or
      otherwise available at law or equity.

     

    Section
      3.17  REMIC-Related
      Covenants.

     

    For
      as
      long as each REMIC shall exist, the Trustee and the Securities Administrator
      shall act in accordance herewith to treat each REMIC as a REMIC, and the Trustee
      and the Securities Administrator shall comply with any directions of the
      Sponsor, the Servicer or the Master Servicer with respect to such treatment.
      In
      particular, the Trustee shall not (a) knowingly sell or permit the sale of
      all
      or any portion of the Mortgage Loans or of any investment of deposits in an
      Account unless such sale is as a result of a repurchase of the Mortgage Loans
      pursuant to this Agreement or the Trustee has received a REMIC Opinion prepared
      at the expense of the Trust Fund; and (b) other than with respect to a
      substitution pursuant to the Mortgage Loan Purchase Agreement or
      Section 2.04 of this Agreement, as applicable, accept any contribution to
      any REMIC after the Startup Day without receipt of a REMIC Opinion.

     

    Section
      3.18  Annual
      Sarbanes-Oxley Certification; Additional Information.

     

    The
      Master Servicer and the Securities Administrator shall and shall cause any
      Servicing Function Participant engaged by such party to, provide to the
      Certifying Person, by March 15 of each year in which the Trust Fund is subject
      to the reporting requirements of the Exchange Act and otherwise within a
      reasonable period of time upon request, a certification (each, a “Back-Up
      Certification”),
      in
      the form attached hereto as Exhibit
      M,
      upon
      which the Certifying Person, the entity for which the Certifying Person acts
      as
      an officer, and such entity’s officers, directors and Affiliates (collectively
      with the Certifying Person, “Certification
      Parties”)
      can
      reasonably rely. The senior officer of the Master Servicer in charge of the
      master servicing function shall prepare a Sarbanes-Oxley Certification and
      sign
      the same on behalf of the Trust Fund serving as the “Certifying Person”. Such
      officer of the Certifying Person can be contacted by e-mail at cts.sec.notifications@wellsfargo.com
      or by
      facsimile at (410) 715-2380. In the event the Servicer, the Master Servicer
      or
      the Securities Administrator, or any Servicing Function Participant engaged
      by
      such party, is terminated or resigns pursuant to the terms of this Agreement,
      or
      any other applicable agreement, as the case may be, such party shall provide
      a
      Back-Up Certification to the Certifying Person pursuant to this Section 3.18
      with respect to the period of time it was subject to this Agreement or any
      other
      applicable agreement, as the case may be.

     

    Notwithstanding
      the foregoing, (i) the Master Servicer and the Securities Administrator shall
      not be required to deliver a Back-Up Certification to each other if each is
      the
      same Person and the Master Servicer is the Certifying Person and (ii) the Master
      Servicer shall not be obligated to execute any Sarbanes-Oxley Certification
      in
      the event that it does not receive a Back-Up Certification from any party
      required to deliver such Back-Up Certification pursuant to this Section or
      the
      Custodial Agreement; provided, however, in the event the Master Servicer shall
      not be required to execute a Sarbanes-Oxley Certification pursuant to clause
      (ii), the Master Servicer shall prepare such Sarbanes-Oxley Certification and
      deliver it to the Depositor for execution.

     

    Section
      3.19  Release
      of Mortgage Files.

     

    (a)  Upon
      becoming aware of the payment in full of any Mortgage Loan, or the receipt
      by
      the Servicer of a notification that payment in full has been escrowed in a
      manner customary for such purposes for payment to Certificateholders on the
      next
      Distribution Date, the Servicer will (or if the Servicer does not, the Master
      Servicer may), if required by the Servicing Agreement, promptly furnish to
      the
      Trustee and the Custodian, on behalf of the Trustee, two copies of a request
      for
      release substantially in the form attached to the Custodial Agreement signed
      by
      an Authorized Servicer Representative or in a mutually agreeable electronic
      format which will, in lieu of a signature on its face, originate from an
      Authorized Servicer Representative (which certification shall include a
      statement to the effect that all amounts received in connection with such
      payment that are required to be deposited in the Protected Account pursuant
      to
      the Servicing Agreement have been or will be so deposited) and shall request
      that the Custodian, on behalf of the Trustee, deliver to the Servicer the
      related Mortgage File. Within three (3) Business Days of receipt of such
      certification and request, the Custodian, on behalf of the Trustee, shall
      release the related Mortgage File to the Servicer and the Trustee and the
      Custodian shall have no further responsibility with regard to such Mortgage
      File. Upon any such payment in full, the Servicer is authorized, to give, as
      agent for the Trustee, as the mortgagee under the Mortgage that secured the
      related Mortgage Loan, an instrument of satisfaction (or assignment of mortgage
      without recourse) regarding the Mortgaged Property subject to the Mortgage,
      which instrument of satisfaction or assignment, as the case may be, shall be
      delivered to the Person or Persons entitled thereto against receipt therefor
      of
      such payment, it being understood and agreed that no expenses incurred in
      connection with such instrument of satisfaction or assignment, as the case
      may
      be, shall be chargeable to the Protected Account unless determined to be a
      Servicing Advance.

     

    (b)  From
      time
      to time and as appropriate for the servicing or foreclosure of any Mortgage
      Loan
      and in accordance with the Servicing Agreement, the Trustee shall execute such
      documents as shall be prepared and furnished to the Trustee by the Servicer
      (in
      form reasonably acceptable to the Trustee) and as are necessary to the
      prosecution of any such proceedings. The Custodian, on behalf of the Trustee,
      shall, within three (3) Business Days following written request of the Servicer,
      and delivery to the Custodian, on behalf of the Trustee, of two copies of a
      request for release signed by an Authorized Servicer Representative
      substantially in the form attached to the Custodial Agreement (or in a mutually
      agreeable electronic format which will, in lieu of a signature on its face,
      originate from an Authorized Servicer Representative), release the related
      Mortgage File held in its possession or control to the Servicer. Such request
      for release shall obligate the Servicer to return the Mortgage File to the
      Custodian on behalf of the Trustee, when the need therefor by such Person no
      longer exists unless the Mortgage Loan shall be liquidated, in which case,
      upon
      receipt of a certificate of an Authorized Servicer Representative similar to
      that hereinabove specified, the Mortgage File shall be released by the
      Custodian, on behalf of the Trustee, to the Servicer.

     

    Section
      3.20  Reserved.

     

    Section
      3.21  Reserved.

     

    Section
      3.22  Reserved.

     

    Section
      3.23  UCC.

     

    The
      Sponsor agrees to execute and file continuation statements for any Uniform
      Commercial Code financing statements which the Sponsor has informed the Trustee
      were filed on the Closing Date in connection with the Trust. The Sponsor shall
      file any financing statements or amendments and continuation statements thereto
      required by any change in the Uniform Commercial Code.

     

    Section
      3.24  Optional
      Purchase of Certain Mortgage Loans.

     

    With
      respect to any Mortgage Loan which is delinquent in payment by ninety-one (91)
      days or more or is an REO Property, the Sponsor shall have the right to purchase
      such Mortgage Loan or REO Property from the Trust at a price equal to the
      Purchase Price. The Purchase Price shall be remitted to the Servicer for deposit
      in the Protected Account and remitted by the Servicer to the Securities
      Administrator on the Remittance Date in the month immediately following the
      month in which the Purchase Price was deposited in the Protected
      Account.

     

    In
      addition, the Sponsor shall, at its option, purchase any Mortgage Loan from
      the
      Trust if the first or second Due Date for such Mortgage Loan is subsequent
      to
      the Cut-off Date and the first or second Monthly Payment is not made within
      thirty (30) days of such Due Date. Such purchase shall be made at a price equal
      to the Purchase Price.

     

    If
      at any
      time the Sponsor remits to the Servicer a payment for deposit in the Protected
      Account covering the amount of the Purchase Price for such a Mortgage Loan
      and
      the Servicer delivers an Officer’s Certificate to the Trustee certifying that
      the Purchase Price has been deposited in the Protected Account (which shall
      be
      delivered no more than two Business Days following such deposit), the Trustee
      shall execute the assignment of such Mortgage Loan at the request of the Sponsor
      without recourse to the Sponsor which shall succeed to all the Trustee’s, right,
      title and interest in and to such Mortgage Loan, and all security and documents
      relative thereto. Such assignment shall be an assignment outright and not for
      security. The Sponsor will thereupon own such Mortgage, and all such security
      and documents, free of any further obligation to the Trustee or the
      Certificateholders with respect thereto. The Sponsor shall be responsible for
      any transfer costs incurred with respect to a Mortgage Loan purchased pursuant
      to this Section 3.24.

     

    If
      the
      Sponsor is required to repurchase a Mortgage Loan pursuant to this Section
      3.24,
      the Servicer shall continue to service such Mortgage Loan unless the Sponsor
      shall repurchase the servicing rights thereon on terms mutually agreed to by
      the
      Sponsor and the Servicer. Notwithstanding the foregoing, the Master Servicer
      shall have no obligation to master service any Mortgage Loan that has been
      so
      repurchased.

     

    Section
      3.25  Obligations
      Under Credit Risk Management Agreement.

     

    Notwithstanding
      anything in this Agreement or the Credit Risk Management Agreements to the
      contrary, the Trustee shall not have any duty or obligation to enforce any
      Credit Risk Management Agreement or to supervise, monitor or oversee the
      activities of the Credit Risk Manager or the Servicer under the Credit Risk
      Management Agreements or this Agreement with respect to any action taken or
      not
      taken by the Servicer pursuant to a recommendation of the Credit Risk Manager
      or
      otherwise in connection with obligations of the Servicer under the related
      Credit Risk Management Agreement.

     

    Section
      3.26  Reserved.

     

    Section
      3.27  Reserved.

     

    Section
      3.28  Reserved.

     

    Section
      3.29  Reserved.

     

    Section
      3.30  Reserved.

     

    Section
      3.31  Distribution
      Account.

     

    (a)  The
      Securities Administrator shall establish and maintain in the name of the
      Trustee, for the benefit of the Certificateholders, the Distribution Account
      as
      a segregated non-interest bearing trust account or accounts. The Securities
      Administrator will deposit in the Distribution Account as identified by the
      Securities Administrator and as received by the Securities Administrator, the
      following amounts:

     

    (i)  All
      payments and recoveries in respect of principal on the Mortgage Loans,
      including, without limitation, Principal Prepayments, Subsequent Recoveries,
      Liquidation Proceeds, Insurance Proceeds, condemnation proceeds and all payments
      and recoveries in respect of interest on the Mortgage Loans withdrawn by the
      Servicer from the Protected Account and remitted by the Servicer to the
      Securities Administrator;

     

    (ii)  Any
      Advance and any Compensating Interest Payments;

     

    (iii)  Any
      Prepayment Charges collected by the Servicer in connection with the Principal
      Prepayment of any of the Mortgage Loans (including any Servicer Prepayment
      Charge Payment Amounts);

     

    (iv)  Any
      Insurance Proceeds or Liquidation Proceeds received by or on behalf of the
      Securities Administrator or which were not deposited in a Protected
      Account;

     

    (v)  The
      Purchase Price with respect to any Mortgage Loans purchased by the Sponsor
      or
      Section 2.02 or 2.03, any amounts which are to be treated pursuant to
      Section 2.04 of this Agreement as the payment of such a Purchase Price, the
      Purchase Price with respect to any Mortgage Loans purchased by the Depositor
      pursuant to Section 3.24, and all proceeds of any Mortgage Loans or
      property acquired with respect thereto repurchased by the Master Servicer
      pursuant to Section 10.01;

     

    (vi)  Any
      amounts required to be deposited with respect to losses on investments of
      deposits in an Account; and

     

    (vii)  Any
      other
      amounts received by or on behalf of the Securities Administrator and required
      to
      be deposited in the Distribution Account pursuant to this
      Agreement.

     

    (b)  All
      amounts deposited to the Distribution Account shall be held by the Securities
      Administrator in the name of the Trustee in trust for the benefit of the
      Certificateholders in accordance with the terms and provisions of this
      Agreement. The requirements for crediting the Distribution Account shall be
      exclusive, it being understood and agreed that, without limiting the generality
      of the foregoing, payments in the nature of late payment charges or assumption,
      tax service, statement account or payoff, substitution, satisfaction, release
      and other like fees and charges, need not be credited by the Securities
      Administrator to the Distribution Account.

     

    (c)  The
      amount at any time credited to the Distribution Account may be invested by
      the
      Securities Administrator in Permitted Investments that mature no later than
      the
      Business Day prior to the next succeeding Distribution Date as directed by
      the
      Master Servicer, unless the investment is managed by the Securities
      Administrator or an affiliate of the Securities Administrator, in which case
      such Permitted Investments may mature on the Distribution Date. All such
      investment income shall be for the benefit of the Master Servicer, and any
      losses incurred shall be deposited by the Master Servicer in the Distribution
      Account immediately as realized.

     

    Section
      3.32  Permitted
      Withdrawals and Transfers from the Distribution Account.

     

    (a)  The
      Securities Administrator will from time to time make or cause to be made such
      withdrawals or transfers from the Distribution Account pursuant to this
      Agreement for the following purposes:

     

    (i)  to
      pay to
      the Trustee any expenses recoverable by the Trustee pursuant to this
      Agreement.

     

    (ii)  to
      reimburse the Master Servicer as Successor Servicer or the Servicer for any
      Advance or Servicing Advance of its own funds, the right of the Master Servicer
      as Successor Servicer or the Servicer to reimbursement pursuant to this
      subclause (ii) being limited to amounts received on a particular Mortgage Loan
      (including, for this purpose, the Purchase Price therefor, Insurance Proceeds,
      Liquidation Proceeds and condemnation proceeds) which represent late payments
      or
      recoveries of the principal of or interest on such Mortgage Loan respecting
      which such Advance or Servicing Advance was made;

     

    (iii)  to
      reimburse the Master Servicer or the Servicer from Insurance Proceeds or
      Liquidation Proceeds relating to a particular Mortgage Loan for amounts expended
      by the Master Servicer as Successor Servicer or the Servicer in good faith
      in
      connection with the restoration of the related Mortgaged Property which was
      damaged by an uninsured cause or in connection with the liquidation of such
      Mortgage Loan;

     

    (iv)  to
      reimburse the Trustee as Successor Servicer or the Servicer from Insurance
      Proceeds relating to a particular Mortgage Loan for insured expenses incurred
      with respect to such Mortgage Loan and to reimburse the Master Servicer as
      Successor Servicer or the Servicer from Liquidation Proceeds from a particular
      Mortgage Loan for Liquidation Expenses incurred with respect to such Mortgage
      Loan;

     

    (v)  to
      reimburse the Trustee as Successor Servicer or the Servicer for advances of
      funds pursuant to this Agreement, and the right to reimbursement pursuant to
      this subclause being limited to amounts received on the related Mortgage Loan
      (including, for this purpose, the Purchase Price therefor, Insurance Proceeds,
      Liquidation Proceeds and condemnation proceeds) which represent late recoveries
      of the payments for which such advances were made;

     

    (vi)  to
      reimburse the Trustee as Successor Servicer or the Servicer for any Advance
      or
      advance, after a Realized Loss has been allocated with respect to the related
      Mortgage Loan if the Advance or advance has not been reimbursed pursuant to
      clauses (ii) and (v);

     

    (vii)  to
      pay
      the Credit Risk Management Fee to the Credit Risk Manager; provided, however,
      that upon the termination of the Credit Risk Manager pursuant to
      Section 3.32 hereof, the amount of the Credit Risk Management Fee (or any
      portion thereof) previously payable to the Credit Risk Manager as described
      herein shall be paid to the Sponsor;

     

    (viii)  to
      reimburse the Trustee or the Securities Administrator for expenses, costs and
      liabilities incurred by and reimbursable to it pursuant to this Agreement
      (including the expenses of the Securities Administrator in connection with
      a tax
      audit in connection with the performance of its obligations pursuant to
      Section 9.13);

     

    (ix)  to
      pay to
      the Trust Fund, as additional servicing compensation, any Excess Liquidation
      Proceeds to the extent not retained by the Servicer;

     

    (x)  to
      reimburse or pay the Servicer any such amounts as are due thereto under this
      Agreement and have not been retained by or paid to the Servicer, to the extent
      provided herein or therein;

     

    (xi)  to
      reimburse the Trustee for expenses incurred in the transfer of servicing
      responsibilities of the terminated Servicer after the occurrence and continuance
      of a Servicer Default to the extent not paid by the terminated
      servicer;

     

    (xii)  to
      reimburse the Master Servicer for any costs and expenses reimbursable to the
      Master Servicer pursuant to this Agreement;

     

    (xiii)  to
      reimburse the Custodian for expenses, costs and liabilities incurred or
      reimbursable to it pursuant to this Agreement or the Custodial
      Agreement;

     

    (xiv)  to
      remove
      amounts deposited in error; and

     

    (xv)  to
      clear
      and terminate the Distribution Account pursuant to
      Section 10.01.

     

    (b)  The
      Securities Administrator shall keep and maintain separate accounting, on a
      Mortgage Loan by Mortgage Loan basis, for the purpose of accounting for any
      reimbursement from the Distribution Account pursuant to subclauses (ii) through
      (v), inclusive, and (vii) or with respect to any such amounts which would have
      been covered by such subclauses had the amounts not been retained by the
      Securities Administrator without being deposited in the Distribution Account
      under Section 3.31.

     

    (c)  On
      each
      Distribution Date, the Securities Administrator shall distribute the Available
      Distribution Amount, to the extent of funds on deposit in the Distribution
      Account to the holders of the Certificates in accordance with
      Section 5.04.

     

    Section
      3.33  Duties
      of the Credit Risk Manager; Termination.

     

    (a)  The
      Depositor appoints Portfolio Surveillance Analytics, LLC, a wholly owned
      subsidiary of InformationLogix, Inc., as Credit Risk Manager. For and on behalf
      of the Depositor, the Credit Risk Manager will provide reports and
      recommendations concerning the Mortgage Loans that are past due, as to which
      there has been commencement of foreclosure, as to which there has been
      forbearance in exercise of remedies which are in default, as to which a
      Mortgagor is the subject of bankruptcy, receivership, or an arrangement of
      creditors, or as to which have become REO Properties. Such reports and
      recommendations will be based upon information provided to the Credit Risk
      Manager pursuant to the related Credit Risk Management Agreement and the Credit
      Risk Manager shall look solely to the Servicer and/or Master Servicer for all
      information and data (including loss and delinquency information and data)
      and
      loan level information and data relating to the servicing of the related
      Mortgage Loans. If the Credit Risk Manager is no longer able to perform its
      duties hereunder, the Credit Risk Manager may be terminated by the Depositor
      at
      the direction of Certificateholders evidencing not less than 66 2/3% of the
      Voting Rights. The Depositor may, at its option, cause the appointment of a
      successor Credit Risk Manager. Upon any termination of the Credit Risk Manager
      or the appointment of a successor Credit Risk Manager, the Depositor shall
      give
      written notice thereof to the Servicer, the Trustee, each Rating Agency and
      the
      Credit Risk Manager. Notwithstanding the foregoing, the termination of the
      Credit Risk Manager pursuant to Section 3.33(b) shall not become effective
      until the appointment of a successor Credit Risk Manager.

     

    (b)  Within
      six months of the Closing Date, the Sponsor may, at its option, terminate the
      Credit Risk Manager if, in its reasonable judgment, (i) the value of the
      servicing rights with respect to the Mortgage Loans is adversely affected as
      a
      result of the presence of the Credit Risk Manager or (ii) the presence of the
      Credit Risk Manager impairs the ability of the Sponsor to transfer the servicing
      rights with respect to the Mortgage Loans as permitted by this Agreement. Upon
      the termination of the Credit Risk Manager, the Sponsor may, at its option,
      cause the Depositor to appoint a successor Credit Risk Manager. Notice of such
      termination shall be provided by the Sponsor to the Rating Agencies, the
      Trustee, the Securities Administrator, the Depositor, the Servicer and the
      Credit Risk Manager. Upon the appointment of a successor Credit Risk Manager,
      the Depositor shall provide written notice thereof to each Rating Agency, the
      Trustee, the Servicer, the Securities Administrator and the Credit Risk
      Manager.

     

    If
      the
      Credit Risk Manager is terminated pursuant to this Section 3.33(b), the
      Credit Risk Manager shall only be entitled to a fee equal to 0.0050% with
      respect to each Mortgage Loan for the one year period following such
      termination. After the expiration of such one year period, the Credit Risk
      Manager shall not be entitled to the Credit Risk Management Fee or any portion
      thereof with respect to any Mortgage Loan. The excess of the Credit Risk
      Management Fee with respect to each Mortgage Loan over the amount payable to
      the
      Credit Risk Manager as described in this paragraph shall be paid to the Sponsor
      pursuant to Section 5.04(a).

     

    Section
      3.34  Limitation
      Upon Liability of the Credit Risk Manager.

     

    Neither
      the Credit Risk Manager, nor any of the directors, officers, employees or agents
      of the Credit Risk Manager, shall be under any liability to the Servicer, the
      Master Servicer, the Securities Administrator, the Trustee, the
      Certificateholders or the Depositor for any action taken or for refraining
      from
      the taking of any action in good faith pursuant to this Agreement, in reliance
      upon information provided by the Servicer and/or Master Servicer under the
      related Credit Risk Management Agreement or of errors in judgment; provided,
      however, that this provision shall not protect the Credit Risk Manager or any
      such person against liability that would otherwise be imposed by reason of
      willful malfeasance, bad faith or gross negligence in its performance of its
      duties under this Agreement or the applicable Credit Risk Management Agreement.
      The Credit Risk Manager and any director, officer, employee or agent of the
      Credit Risk Manager may rely in good faith on any document of any kind prima
      facie properly executed and submitted by any Person respecting any matters
      arising hereunder, and may rely in good faith upon the accuracy of information
      furnished by the Servicer and/or Master Servicer pursuant to the related Credit
      Risk Management Agreement in the performance of its duties thereunder and
      hereunder.

     

     

     


    
      
         

      

      
         

        
          

        

      

      
         

      

    


     

    ARTICLE
      IV


    ADMINISTRATION
      AND MASTER SERVICING OF THE MORTGAGE LOANS

     

    Section
      4.01  The
      Master Servicer. 

     

    The
      Master Servicer shall supervise, monitor and oversee the obligation of the
      Servicer to
      service and administer the Mortgage Loans in accordance with the terms of the
      Servicing Agreement and shall have full power and authority to do any and all
      things which it may deem necessary or desirable in connection with such master
      servicing and administration. In performing its obligations hereunder, the
      Master Servicer shall act in a manner consistent with Accepted Master Servicing
      Practices. Furthermore, the Master Servicer shall oversee and consult with
      the
      Servicer as necessary from time-to-time to carry out the Master Servicer’s
      obligations hereunder, shall receive, review and evaluate all reports,
      information and other data provided to the Master Servicer by the Servicer
      and
      shall enforce the Servicer’s obligation to perform and observe the covenants,
      obligations and conditions to be performed or observed by the Servicer under
      the
      Servicing Agreement. The Master Servicer shall independently and separately
      monitor the Servicer’s servicing activities with respect to each Mortgage Loan,
      reconcile the results of such monitoring with such information provided in
      the
      previous sentence on a monthly basis and coordinate corrective adjustments
      to
      the Servicer’s and Master Servicer’s records, and based on such reconciled and
      corrected information, provide such information relating to the Mortgage Loans
      to the Securities Administrator as shall be necessary to enable it to prepare
      the statements specified in Section 5.06 and any other information and
      statements required to be provided by the Securities Administrator hereunder.
      The Master Servicer shall reconcile the results of its Mortgage Loan monitoring
      with the actual remittances of the Servicer to the Distribution Account pursuant
      to the Servicing Agreement.

     

    Notwithstanding
      anything in this Agreement or the Servicing Agreement to the contrary, the
      Master Servicer shall not have any duty or obligation to enforce any Credit
      Risk
      Management Agreement that the Servicer is a party to (the “Servicer Credit Risk
      Management Agreement”) or to supervise, monitor or oversee the activities of the
      Credit Risk Manager under the Servicer Credit Risk Management Agreement with
      respect to any action taken or not taken by the Servicer pursuant to a
      recommendation of the Credit Risk Manager.

     

    The
      Trustee shall furnish the Servicer and the Master Servicer with any limited
      powers of attorney and other documents in form agreeable to the Trustee
      necessary or appropriate to enable the Servicer and the Master Servicer to
      service or master service and administer the Mortgage Loans and REO Property.
      The Trustee shall have no responsibility for any action of the Master Servicer
      or the Servicer pursuant to any such limited power of attorney or any other
      executed document delivered by the Trustee pursuant to this paragraph and shall
      be indemnified by the Master Servicer and the Servicer for any cost, liability
      or expense arising from the misuse thereof by the Master Servicer or the
      Servicer.

     

    The
      Trustee, the Custodian and the Securities Administrator shall provide access
      to
      the records and documentation in possession of the Trustee, the Custodian or
      the
      Securities Administrator regarding the Mortgage Loans and REO Property and
      the
      servicing thereof to the Certificateholders, the FDIC, and the supervisory
      agents and examiners of the FDIC, such access being afforded only upon
      reasonable prior written request and during normal business hours at the office
      of the Trustee, the Custodian or the Securities Administrator; provided,
      however, that, unless otherwise required by law, none of the Trustee, the
      Custodian or the Securities Administrator shall be required to provide access
      to
      such records and documentation if the provision thereof would violate the legal
      right to privacy of any Mortgagor. The Trustee, the Custodian and the Securities
      Administrator shall allow representatives of the above entities to photocopy
      any
      of the records and documentation and shall provide equipment for that purpose
      at
      a charge that covers the Trustee’s, the Custodian’s or the Securities
      Administrator’s actual costs.

     

    The
      Trustee shall execute and deliver to the Servicer or the Master Servicer upon
      request any court pleadings, requests for trustee’s sale or other documents
      necessary or desirable and, in each case, provided to the Trustee by the
      Servicer or the Master Servicer to (i) the foreclosure or trustee’s sale with
      respect to a Mortgaged Property; (ii) any legal action brought to obtain
      judgment against any Mortgagor on the Mortgage Note or any other Loan Document;
      (iii) obtain a deficiency judgment against the Mortgagor; or (iv) enforce any
      other rights or remedies provided by the Mortgage Note or any other Mortgage
      Loan Document or otherwise available at law or equity.

     

    Section
      4.02     Monitoring
      of the Servicer.

     

    The
      Master Servicer shall be responsible for monitoring the compliance by the
      Servicer with its duties under the Servicing Agreement. In the review of the
      Servicer’s activities, the Master Servicer may rely upon an officer’s
      certificate of the Servicer with regard to its compliance with the terms of
      the
      Servicing Agreement. In the event that the Master Servicer, in its judgment,
      determines that the Servicer should be terminated in accordance with the
      Servicing Agreement, or that a notice should be sent pursuant to the Servicing
      Agreement with respect to the occurrence of an event that, unless cured, would
      constitute grounds for such termination, the Master Servicer shall notify the
      Sponsor and the Trustee thereof and the Trustee shall issue such notice or
      take
      such other action as it deems appropriate.

     

    The
      Master Servicer, for the benefit of the Trustee and the Certificateholders,
      shall enforce the obligations of the Servicer under the Servicing Agreement,
      and
      shall, in the event that the Servicer fails to perform its obligations in
      accordance with the Servicing Agreement, subject to this Section and
      Article VIII, shall notify the Trustee and the Trustee shall terminate the
      rights and obligations of the Servicer hereunder in accordance with the
      provisions of Article VIII and act as Successor Servicer of the Mortgage Loans
      or enter in to a new servicing agreement with a Successor Servicer selected
      by
      the Trustee; provided, however, it is understood and acknowledged by the parties
      hereto that there will be a period of transition (not to exceed ninety (90)
      days) before the actual servicing functions can be fully transferred to such
      Successor Servicer. Such enforcement, including, without limitation, the legal
      prosecution of claims and the pursuit of other appropriate remedies, shall
      be in
      such form and carried out to such an extent and at such time as the Master
      Servicer, in its good faith business judgment, would require were it the owner
      of the Mortgage Loans. The Master Servicer shall pay the costs of such
      enforcement at its own expense, provided that the Master Servicer shall not
      be
      required to prosecute or defend any legal action except to the extent that
      the
      Master Servicer shall have received indemnity reasonably acceptable to it for
      its costs and expenses in pursuing such action.

     

    To
      the
      extent that the costs and expenses related to the termination of the Servicer,
      appointment of a Successor Servicer or the transfer and assumption of servicing
      by the Trustee as Successor Servicer with respect to the Servicing Agreement
      (including, without limitation, (i) all legal costs and expenses and all due
      diligence costs and expenses associated with an evaluation of the potential
      termination of the Servicer as a result of an event of default by the Servicer
      and (ii) all costs and expenses associated with the complete transfer of
      servicing, including all servicing files and all servicing data and the
      completion, correction or manipulation of such servicing data as may be required
      by the Successor Servicer to correct any errors or insufficiencies in the
      servicing data or otherwise to enable the Successor Servicer to service the
      Mortgage Loans in accordance with the Servicing Agreement) are not fully and
      timely reimbursed by the terminated Servicer, the Trustee shall be entitled
      to
      reimbursement of such costs and expenses from the Distribution
      Account.

     

    The
      Master Servicer shall require the Servicer to comply with the remittance
      requirements and other obligations set forth in the Servicing
      Agreement.

     

    If
      the
      Trustee acts as Successor Servicer, it shall not assume liability for the
      representations and warranties of the Servicer, if any, that it
      replaces.

     

    Section
      4.03  Fidelity
      Bond. 

     

    The
      Master Servicer, at its expense, shall maintain in effect a blanket fidelity
      bond and an errors and omissions insurance policy that shall be in such form
      and
      amount generally acceptable for entities serving as master servicers or
      trustees, affording coverage with respect to all directors, officers, employees
      and other Persons acting on such Master Servicer’s behalf, and covering errors
      and omissions in the performance of the Master Servicer’s obligations hereunder.
      Any such errors and omissions policy and fidelity bond may not be cancelable
      without thirty (30) days’ prior written notice to the Trustee.

     

    Section
      4.04  Power
      to Act; Procedures. 

     

    The
      Master Servicer shall master service the Mortgage Loans and shall have full
      power and authority, subject to the REMIC Provisions and the provisions of
      Section 9.13 hereof, to do any and all things that it may deem necessary or
      desirable in connection with the master servicing and administration of the
      Mortgage Loans, including but not limited to the power and authority (i) to
      execute and deliver, on behalf of the Certificateholders and the Trustee,
      customary consents or waivers and other instruments and documents, (ii) to
      consent to transfers of any Mortgaged Property and assumptions of the Mortgage
      Notes and related Mortgages, (iii) to collect any Insurance Proceeds and
      Liquidation Proceeds, and (iv) to effectuate foreclosure or other conversion
      of
      the ownership of the Mortgaged Property securing any Loan, in each case, in
      accordance with the provisions of this Agreement and the Servicing Agreement,
      as
      applicable; provided, however, that the Master Servicer shall not (and,
      consistent with its responsibilities under Section 4.02, shall not permit
      the Servicer to) knowingly or intentionally take any action, or fail to take
      (or
      fail to cause to be taken) any action reasonably within its control and the
      scope of duties more specifically set forth herein, that, under the REMIC
      Provisions, if taken or not taken, as the case may be, would cause any REMIC
      to
      fail to qualify as a REMIC or result in the imposition of a tax upon the Trust
      Fund (including but not limited to the tax on prohibited transactions as defined
      in Section 860F(a)(2) of the Code and the tax on contributions to a REMIC
      set forth in Section 860G(d) of the Code) unless the Master Servicer has
      received an Opinion of Counsel (but not at the expense of the Master Servicer)
      to the effect that the contemplated action will not cause any REMIC to fail
      to
      qualify as a REMIC or result in the imposition of a tax upon any REMIC. The
      Trustee shall furnish the Master Servicer, upon written request from a Servicing
      Officer or an Authorized Servicer Representative, with any powers of attorney,
      in form agreeable to the Trustee, empowering the Master Servicer, or the
      Servicer to execute and deliver instruments of satisfaction or cancellation,
      or
      of partial or full release or discharge, and to foreclose upon or otherwise
      liquidate Mortgaged Property, and to appeal, prosecute or defend in any court
      action relating to the Mortgage Loans or the Mortgaged Property, in accordance
      with the Servicing Agreement and this Agreement, and the Trustee shall execute
      and deliver such other documents, as the Master Servicer or the Servicer may
      request, to enable the Master Servicer to master service and administer the
      Mortgage Loans and carry out its duties hereunder, in each case in accordance
      with Accepted Master Servicing Practices (and the Trustee shall have no
      liability for the misuse of any such powers of attorney by the Master Servicer
      or the Servicer and shall be indemnified by the Master Servicer and the
      Servicer, as applicable, for any costs, liabilities or expenses incurred by
      the
      Trustee in connection with such misuse). If the Master Servicer or the Trustee
      has been advised that it is likely that the laws of the state in which action
      is
      to be taken prohibit such action if taken in the name of the Trustee or that
      the
      Trustee would be adversely affected under the “doing business” or tax laws of
      such state if such action is taken in its name, the Master Servicer shall join
      with the Trustee in the appointment of a co-trustee pursuant to
      Section 9.10 hereof. In the performance of its duties hereunder, the Master
      Servicer shall be an independent contractor and shall not, except in those
      instances where it is taking action authorized pursuant to this Agreement to
      be
      taken by it in the name of the Trustee, be deemed to be the agent of the
      Trustee.

     

    Section
      4.05  Due-on-Sale
      Clauses; Assumption Agreements. 
      

     

    To
      the
      extent provided in the Servicing Agreement and to the extent Mortgage Loans
      contain enforceable due-on-sale clauses, the Master Servicer shall enforce
      the
      Servicer’s obligation to enforce such clauses in accordance with the Servicing
      Agreement. If applicable law prohibits the enforcement of a due-on-sale clause
      or such clause is otherwise not enforced in accordance with the Servicing
      Agreement, and, as a consequence, a Mortgage Loan is assumed, the original
      Mortgagor may be released from liability in accordance with the Servicing
      Agreement.

     

    Section
      4.06  Documents,
      Records and Funds in Possession of Master Servicer To Be Held for
      Trustee.

     

    The
      Master Servicer shall transmit, and the Servicer (to the extent required under
      the Servicing Agreement) shall transmit to the Trustee or Custodian such
      documents and instruments coming into the possession of the Master Servicer
      or
      the Servicer from time to time as are required by the terms hereof, or in the
      case of the Servicer, the Servicing Agreement, to be delivered to the Trustee
      or
      the Custodian. Any funds received by the Master Servicer or by the Servicer
      in
      respect of any Mortgage Loan or which otherwise are collected by the Master
      Servicer or by the Servicer as Liquidation Proceeds, Insurance Proceeds or
      Subsequent Recoveries in respect of any Mortgage Loan shall be held for the
      benefit of the Trustee and the Certificateholders subject to the Master
      Servicer’s right to retain or withdraw from the Distribution Account the Master
      Servicing Compensation and other amounts provided in this Agreement, and to
      the
      right of the Servicer to retain its Servicing Fee and other amounts as provided
      in the Servicing Agreement. The Master Servicer shall, and (to the extent
      provided in the Servicing Agreement) shall enforce the Servicer’s obligation to,
      provide access to information and documentation regarding the Mortgage Loans
      to
      the Trustee, its agents and accountants at any time upon reasonable request
      and
      during normal business hours, and to Certificateholders that are savings and
      loan associations, banks or insurance companies, the OTS, the FDIC and the
      supervisory agents and examiners of such Office and Corporation or examiners
      of
      any other federal or state banking or insurance regulatory authority if so
      required by applicable regulations of the OTS or other regulatory authority,
      such access to be afforded without charge but only upon reasonable request
      in
      writing and during normal business hours at the offices of the Master Servicer
      designated by it. In fulfilling such a request the Master Servicer shall not
      be
      responsible for determining the sufficiency of such information.

     

    All
      Mortgage Files and funds collected or held by, or under the control of, the
      Master Servicer, in respect of any Mortgage Loans, whether from the collection
      of principal and interest payments or from Liquidation Proceeds or Insurance
      Proceeds, shall be held by the Master Servicer for and on behalf of the Trustee
      and the Certificateholders and shall be and remain the sole and exclusive
      property of the Trustee; provided, however, that the Master Servicer and the
      Servicer shall be entitled to setoff against, and deduct from, any such funds
      any amounts that are properly due and payable to the Master Servicer or the
      Servicer under this Agreement or the Servicing Agreement.

     

    Section
      4.07  Standard
      Hazard Insurance and Flood Insurance Policies.

     

    For
      each
      Mortgage Loan, the Master Servicer shall enforce any obligation of the Servicer
      under the Servicing Agreement to maintain or cause to be maintained standard
      fire and casualty insurance and, where applicable, flood insurance, all in
      accordance with the provisions of the Servicing Agreement. It is understood
      and
      agreed that such insurance shall be with insurers meeting the eligibility
      requirements set forth in the Servicing Agreement and that no earthquake or
      other additional insurance is to be required of any Mortgagor or to be
      maintained on property acquired in respect of a defaulted loan, other than
      pursuant to such applicable laws and regulations as shall at any time be in
      force and as shall require such additional insurance.

     

    Pursuant
      to Section 3.31, any amounts collected by the Master Servicer or by the
      Servicer, under any insurance policies (other than amounts to be applied to
      the
      restoration or repair of the property subject to the related Mortgage or
      released to the Mortgagor in accordance with the Servicing Agreement) shall
      be
      deposited into the Distribution Account, subject to withdrawal pursuant to
      Section 3.32. Any
      cost incurred by the Servicer in maintaining any such insurance if the Mortgagor
      defaults in its obligation to do so shall be added to the amount owing under
      the
      Mortgage Loan where the terms of the Mortgage Loan so permit; provided, however,
      that the addition of any such cost shall not be taken into account for purposes
      of calculating the distributions to be made to Certificateholders and shall
      be
      recoverable by the Servicer pursuant to the Servicing Agreement.

     

    Section
      4.08  Presentment
      of Claims and Collection of Proceeds. 

     

    The
      Master Servicer shall enforce (to the extent provided in the Servicing
      Agreement) the Servicer’s obligation to, prepare and present on behalf of the
      Trustee and the Certificateholders all claims under any insurance policies
      and
      take such actions (including the negotiation, settlement, compromise or
      enforcement of the insured’s claim) as shall be necessary to realize recovery
      under such policies. Any proceeds disbursed to the Master Servicer (or disbursed
      to the Servicer and remitted to the Master Servicer) in respect of such
      policies, bonds or contracts shall be promptly deposited in the Distribution
      Account upon receipt, except that any amounts realized that are to be applied
      to
      the repair or restoration of the related Mortgaged Property as a condition
      precedent to the presentation of claims on the related Mortgage Loan to the
      insurer under any applicable insurance policy need not be so deposited (or
      remitted).

     

    Section
      4.09  Maintenance
      of the Primary Mortgage Insurance Policies.

     

    The
      Master Servicer shall not take, or (to the extent within its control) permit
      the
      Servicer (to the extent such action is prohibited under the Servicing Agreement)
      to take, any action that would result in noncoverage under any primary mortgage
      insurance policy or any loss which, but for the actions of the Master Servicer
      or the Servicer, would have been covered thereunder. The Master Servicer shall
      use its best reasonable efforts to enforce the Servicer’s obligation (to the
      extent required under the Servicing Agreement) to keep in force and effect
      (to
      the extent that the related Mortgage Loan requires the Mortgagor to maintain
      such insurance), primary mortgage insurance applicable to each Mortgage Loan
      in
      accordance with the provisions of this Agreement and the Servicing Agreement,
      as
      applicable. The Master Servicer shall not, and (to the extent within its
      control) shall not permit the Servicer (to the extent required under the
      Servicing Agreement) to, cancel or refuse to renew any primary mortgage
      insurance policy that is in effect at the date of the initial issuance of the
      Mortgage Note and is required to be kept in force hereunder except in accordance
      with the provisions of this Agreement and the Servicing Agreement, as
      applicable.

     

    The
      Master Servicer agrees to
      enforce
      the Servicer’s obligation
      (to the
      extent required under the Servicing Agreement) to present, on behalf of the
      Trustee and the Certificateholders, claims to the insurer under any primary
      mortgage insurance policies and, in this regard, to take such reasonable action
      as shall be necessary to permit recovery under any primary mortgage insurance
      policies respecting defaulted Mortgage Loans. Pursuant to Section 3.31, any
      amounts collected by the Master Servicer or the Servicer under any primary
      mortgage insurance policies shall be deposited by the Servicer or by the Master
      Servicer in the Distribution Account, subject to withdrawal pursuant to
      Section 3.32.

     

    Section
      4.10  Trustee
      to Retain Possession of Certain Insurance Policies and Documents.

     

    The
      Trustee or the Custodian, shall retain possession and custody of the originals
      (to the extent available) of any primary mortgage insurance policies, or
      certificate of insurance if applicable, and any certificates of renewal as
      to
      the foregoing as may be issued from time to time as contemplated by this
      Agreement. Until all amounts distributable in respect of the Certificates have
      been distributed in full and the Master Servicer and the Servicer otherwise
      have
      fulfilled theirobligations under this Agreement and the Servicing Agreement,
      the
      Trustee or the Custodian shall also retain possession and custody of each
      Mortgage File in accordance with and subject to the terms and conditions of
      this
      Agreement and the Custodial Agreement. The Master Servicer shall promptly
      deliver or cause to be delivered to the Trustee or the Custodian, upon the
      execution or receipt thereof the originals of any primary mortgage insurance
      policies, any certificates of renewal, and such other documents or instruments
      that constitute Mortgage Loan Documents that come into the possession of the
      Master Servicer from time to time.

     

    Section
      4.11  Realization
      Upon Defaulted Loans. 

     

    The
      Master Servicer shall enforce the Servicer’s obligation (to the extent required
      under the Servicing Agreement) to foreclose upon, repossess or otherwise
      comparably convert the ownership of Mortgaged Properties securing such of the
      Mortgage Loans as come into and continue in default and as to which no
      satisfactory arrangements can be made for collection of delinquent payments,
      all
      in accordance with the Servicing Agreement.

     

    Section
      4.12  Compensation
      for the Master Servicer.

     

    As
      compensation for its services hereunder, the Master Servicer shall be entitled
      to retain all income and gain realized from any investment of funds in the
      Distribution Account. The Master Servicer shall be required to pay all expenses
      incurred by it in connection with its activities hereunder and shall not be
      entitled to reimbursement therefor except as provided in this
      Agreement.

     

    The
      amount of the Master Servicing Compensation payable to the Master Servicer
      in
      respect of any Distribution Date shall be reduced in accordance with
      Section 4.14.

     

    Section
      4.13  REO
      Property.

     

    In
      the
      event the Trust Fund acquires ownership of any REO Property in respect of any
      Mortgage Loan, the deed or certificate of sale shall be issued to the Trustee,
      or to its nominee, on behalf of the Certificateholders. The Master Servicer
      shall enforce, to the extent provided in the Servicing Agreement, the Servicer’s
      obligation to sell, and the Servicer agrees to sell, any REO Property as
      expeditiously as possible and in accordance with the provisions of this
      Agreement and the Servicing Agreement, as applicable. Further, the Master
      Servicer shall to the extent provided in the Servicing Agreement, enforce the
      Servicer’s obligation to sell any REO Property prior to three (3) years after
      the end of the calendar year of its acquisition by REMIC I, unless (i) the
      Trustee and the Securities Administrator shall have been supplied with an
      Opinion of Counsel to the effect that the holding by the Trust Fund of such
      REO
      Property subsequent to such three-year period will not result in the imposition
      of taxes on “prohibited transactions” of any REMIC hereunder as defined in
      Section 860F of the Code or cause any REMIC hereunder to fail to qualify as
      a REMIC at any time that any Certificates are outstanding, in which case the
      Trust Fund may continue to hold such Mortgaged Property (subject to any
      conditions contained in such Opinion of Counsel) or (ii) the Servicer shall
      have
      applied for, prior to the expiration of such three-year period, an extension
      of
      such three-year period in the manner contemplated by Section 856(e)(3) of
      the Code, in which case the three-year period shall be extended by the
      applicable extension period. The Master Servicer shall to the extent provided
      in
      the Servicing Agreement, cause the Servicer to protect and conserve, such REO
      Property in the manner and to the extent required by the Servicing Agreement,
      in
      accordance with the REMIC Provisions and in a manner that does not result in
      a
      tax on “net income from foreclosure property” or cause such REO Property to fail
      to qualify as “foreclosure property” within the meaning of
      Section 860G(a)(8) of the Code.

     

    The
      Master Servicer shall enforce, to the extent required by the Servicing
      Agreement, the Servicer’s obligation to deposit all funds collected and received
      in connection with the operation of any REO Property in the Protected Account
      maintained by the Servicer.

     

    The
      Master Servicer and the Servicer, upon the final disposition of any REO
      Property, shall be entitled to reimbursement for any related unreimbursed
      Advances and other unreimbursed advances as well as any unpaid Servicing Fees
      and Master Servicing Fees from Liquidation Proceeds received in connection
      with
      the final disposition of such REO Property; provided, that any such unreimbursed
      Advances as well as any unpaid Servicing Fees may be reimbursed or paid, as
      the
      case may be, prior to final disposition, out of any net rental income or other
      net amounts derived from such REO Property.

     

    Section
      4.14  Obligation
      of the Master Servicer in Respect of Prepayment Interest
      Shortfalls.

     

    The
      Master Servicer shall deposit in the Distribution Account not later than each
      Distribution Date an amount equal to the lesser of (i) the aggregate amounts
      required to be paid by the Servicer under the Servicing Agreement with respect
      to Prepayment Interest Shortfalls on the Mortgage Loans for the related
      Distribution Date, and not so paid by the Servicer and (ii) the Master Servicing
      Compensation for such Distribution Date without reimbursement
      therefor.

     

     

     


    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    ARTICLE
      V


    ADVANCES
      AND DISTRIBUTIONS

     

    Section
      5.01  Advances.

     

    If
      the
      Scheduled Payment on a Mortgage Loan or a portion thereof is delinquent as
      of
      its Due Date, other than as a result of interest shortfalls due to bankruptcy
      proceedings or application of the Relief Act, and the Servicer fails to make
      an
      advance of the delinquent amount pursuant to the Servicing Agreement, then
      the
      Trustee (in its capacity as Successor Servicer) shall deposit in the
      Distribution Account on the Remittance Date on which such Advance was required
      to be remitted by the Servicer, from its own funds an amount equal to such
      delinquency, net of the Servicing Fee for such Mortgage Loan except to the
      extent the Trustee determines any such advance to be nonrecoverable from
      Liquidation Proceeds, Insurance Proceeds, or future payments on the Mortgage
      Loan for which such Advance was made; provided, however, that if the Trustee
      is
      prohibited by law or regulation from obligating itself to make advances
      regarding delinquent mortgage loans, then the Trustee shall not be obligated
      to
      make Advances pursuant to this Section 5.01; and provided further, that any
      failure to perform such duties or responsibilities caused by the Servicer’s
      failure to provide information required by the Trustee in connection with the
      making of any such required Advance shall not be considered a default by the
      Trustee as successor to the Servicer; provided, however, that (1) it is
      understood and acknowledged by the parties hereto that there will be a period
      of
      transition (not to exceed 90 days) before the actual servicing functions can
      be
      fully transferred to the Trustee or any Successor Servicer and (2) any failure
      to perform such duties or responsibilities caused by the Servicer’s failure to
      provide information required by the Trustee in connection with the making of
      any
      such Advance shall not be considered a default by the Trustee as successor
      to
      the Servicer.

     

    Section
      5.02  Compensating
      Interest Payments.

     

    In
      the
      event that there is a Prepayment Interest Shortfall arising from a voluntary
      Principal Prepayment in full by the Mortgagor with respect to any Mortgage
      Loan,
      the Servicer shall, to the extent of the Servicing Fee for such Distribution
      Date, deposit into its Protected Account, no later than the close of business
      on
      the Remittance Date immediately preceding such Distribution Date, an amount
      equal to the Prepayment Interest Shortfall; and
      in
      case of such deposit, the Servicer shall not be entitled to any recovery or
      reimbursement from the Depositor, the Trustee, the Sponsor, the Trust Fund,
      the
      Master Servicer or the Certificateholders.
      In the
      event that the Servicer fails to make such payments, the Master Servicer shall
      deposit in the Distribution Account not later than each Distribution Date an
      amount equal to the lesser of (i) the aggregate amounts required to be paid
      by
      the Servicer under the Servicing Agreement with respect to Prepayment Interest
      Shortfalls on the Mortgage Loans for the related Distribution Date, and (ii)
      the
      Master Servicing Compensation for such Distribution Date without reimbursement
      therefor.

     

    Section
      5.03  REMIC
      Distributions.

     

    On
      each
      Distribution Date the Securities Administrator, shall be deemed to allocate
      distributions to the REMIC I Regular Interests and REMIC II Regular Interests
      in
      accordance with Section 5.07 hereof.

     

    Section
      5.04  Distributions.

     

    (a)  On
      each
      Distribution Date, the Securities Administrator will withdraw funds on deposit
      in the Distribution Account and make distributions to the Certificateholders
      in
      accordance with the Remittance Report for such Distribution Date, in the
      following order of priority:

     

    (i)  On
      each
      Distribution Date, the Interest Remittance Amount for such Distribution Date
      will be paid in the following order of priority:

     

    (1) any
      Net
      Swap Payment or Swap Termination Payment paid to the Supplemental Interest
      Trust
      and owed to the Swap Provider (unless the Swap Provider is the sole Defaulting
      Party or the sole Affected Party (as defined in the ISDA Master Agreement)
      and
      to the extent not paid by the Securities Administrator from any upfront payment
      received pursuant to any replacement interest
      rate swap agreement
      that may
      be entered into by the Supplemental Interest Trust Trustee);

     

    (2) to
      the
      Senior Certificates, pro rata based on amounts due, Current Interest and any
      Carryforward Interest for each such Class and such Distribution
      Date;

     

    (3) to
      the
      Class M-1 Certificates, Current Interest and any Carryforward Interest for
      such
      Class and Distribution Date;

     

    (4) to
      the
      Class M-2 Certificates, Current Interest and any Carryforward Interest for
      such
      Class and Distribution Date;

     

    (5) to
      the
      Class M-3 Certificates, Current Interest and any Carryforward Interest for
      such
      Class and Distribution Date;

     

    (6) to
      the
      Class M-4 Certificates, Current Interest and any Carryforward Interest for
      such
      Class and Distribution Date;

     

    (7) to
      the
      Class M-5 Certificates, Current Interest and any Carryforward Interest for
      such
      Class and Distribution Date; 

     

    (8) to
      the
      Class M-6 Certificates, Current Interest and any Carryforward Interest for
      such
      Class and Distribution Date;

     

    (9) to
      the
      Class M-7 Certificates, Current Interest and any Carryforward Interest for
      such
      Class and Distribution Date;

     

    (10) to
      the
      Class M-8 Certificates, Current Interest and any Carryforward Interest for
      such
      Class and Distribution Date;

     

    (11) to
      the
      Class M-9 Certificates, Current Interest and any Carryforward Interest for
      such
      Class and Distribution Date;

     

    (12) to
      the
      Class B-1 Certificates, Current Interest and any Carryforward Interest for
      such
      Class and Distribution Date; and

     

    (13) to
      the
      Class B-2 Certificates, Current Interest and any Carryforward Interest for
      such
      Class and Distribution Date.

     

    (ii)  The
      Principal Payment Amount will be paid on each Distribution Date as
      follows:

     

    I. On
      each
      Distribution Date (a) prior to the Stepdown Date or (b) with respect to which
      a
      Trigger Event is in effect, the Principal Payment Amount will be paid in the
      following order of priority:

     

    
      	
              (i)

            	
              to
                the Supplemental Interest Trust from the Principal Payment Amount,
                any Net
                Swap Payment or Swap Termination Payment owed to the Swap Provider
                (unless
                the Swap Provider is the sole Defaulting Party or the sole Affected
                Party
                (as defined in the ISDA Master Agreement and to the extent not paid
                by the
                Securities Administrator from any upfront payment received pursuant
                to any
                replacement interest rate swap agreement that may be entered into
                by the
                Supplemental Interest Trust Trustee)) to the extent not paid from
                the
                Interest Remittance Amount on such Distribution Date;

            
	
              (ii)

            	
              sequentially,
                to the Class A-1, Class A-2, Class A-3 and Class A-4 Certificates,
                in that
                order, until the Certificate Principal Balance of each such Class
                has been
                reduced to zero;

            
	 	 
	
              (iii)

            	
              to
                the Class M-1 Certificates, until its Certificate Principal Balance
                is
                reduced to zero;

            
	 	 
	
              (iv)

            	
              to
                the Class M-2 Certificates, until its Certificate Principal Balance
                is
                reduced to zero;

            
	 	 
	
              (v)

            	
              to
                the Class M-3 Certificates, until its Certificate Principal Balance
                is
                reduced to zero;

            
	 	 
	
              (vi)

            	
              to
                the Class M-4 Certificates, until its Certificate Principal Balance
                is
                reduced to zero;

            
	 	 
	
              (vii)

            	
              to
                the Class M-5 Certificates, until its Certificate Principal Balance
                is
                reduced to zero;

            
	 	 
	
              (viii)

            	
              to
                the Class M-6 Certificates, until its Certificate Principal Balance
                is
                reduced to zero;

            
	 	 
	
              (ix)

            	
              to
                the Class M-7 Certificates, until its Certificate Principal Balance
                is
                reduced to zero;

            
	 	 
	
              (x)

            	
              to
                the Class M-8 Certificates, until its Certificate Principal Balance
                is
                reduced to zero;

            
	 	 
	
              (xi)

            	
              to
                the Class M-9 Certificates, until its Certificate Principal Balance
                is
                reduced to zero;

            
	 	 
	
              (xii)

            	
              to
                the Class B-1 Certificates, until its Certificate Principal Balance
                is
                reduced to zero;

            
	 	 
	
              (xiii)

            	
              to
                the Class B-2 Certificates, until its Certificate Principal Balance
                is
                reduced to zero; and

            
	 	 
	
              (xiv)

            	
              for
                application as part of Monthly Excess Cashflow for such Distribution
                Date
                pursuant to subclause (iii) below, any such Principal Payment Amount
                remaining after application pursuant to clauses I(i) through (xiii)
                above.

            


    

    


    II. On
      each
      Distribution Date (a) on or after the Stepdown Date and (b) with respect to
      which a Trigger Event is not in effect, the Principal Payment Amount will be
      paid in the following order of priority:

     

    
      	
              (i)

            	
              to
                the Supplemental Interest Trust from the Principal Payment Amount,
                any Net
                Swap
                Payment or Swap Termination Payment owed to the Swap Provider (unless
                the
                Swap Provider is the sole Defaulting Party or the sole Affected Party
                (as
                defined in the ISDA Master Agreement and to the extent not paid by
                the
                Securities Administrator from any upfront payment received pursuant
                to any
                replacement interest rate swap agreement that may be entered into
                by the
                Supplemental Interest Trust Trustee)) remaining unpaid after the
                distribution of the Interest Remittance Amount on such Distribution
                Date;

            
	 	 
	
              (ii)

            	
              from
                the Senior Principal Payment Amount, sequentially, to the Class A-1,
                Class
                A-2, Class A-3 and Class A-4 Certificates, in that order, until the
                Certificate Principal Balance of each such Class has been reduced
                to
                zero;

            
	 	 
	
              (iii)

            	
              to
                the Class M-1 Certificates, the Class M-1 Principal Payment Amount
                for
                such Distribution Date, until its Certificate Principal Balance is
                reduced
                to zero;

            
	 	 
	
              (iv)

            	
              to
                the Class M-2 Certificates, the Class M-2 Principal Payment Amount
                for
                such Distribution Date, until its Certificate Principal Balance is
                reduced
                to zero;

            
	 	 
	
              (v)

            	
              to
                the Class M-3 Certificates, the Class M-3 Principal Payment Amount
                for
                such Distribution Date, until its Certificate Principal Balance is
                reduced
                to zero; 

            
	 	 
	
              (vi)

            	
              to
                the Class M-4 Certificates, the Class M-4 Principal Payment Amount
                for
                such Distribution Date, until its Certificate Principal Balance is
                reduced
                to zero; 

            
	 	 
	
              (vii)

            	
              to
                the Class M-5 Certificates, the Class M-5 Principal Payment Amount
                for
                such Distribution Date, until its Certificate Principal Balance is
                reduced
                to zero;

            
	 	 
	
              (viii)

            	
              to
                the Class M-6 Certificates, the Class M-6 Principal Payment Amount
                for
                such Distribution Date, until its Certificate Principal Balance is
                reduced
                to zero;

            
	 	 
	
              (ix)

            	
              to
                the Class M-7 Certificates, the Class M-7 Principal Payment Amount
                for
                such Distribution Date, until its Certificate Principal Balance is
                reduced
                to zero;

            
	 	 
	
              (x)

            	
              to
                the Class M-8 Certificates, the Class M-8 Principal Payment Amount
                for
                such Distribution Date, until its Certificate Principal Balance is
                reduced
                to zero;

            
	 	 
	
              (xi)

            	
              to
                the Class M-9 Certificates, the Class M-9 Principal Payment Amount
                for
                such Distribution Date, until its Certificate Principal Balance is
                reduced
                to zero;

            
	 	 
	
              (xii)

            	
              to
                the Class B-1 Certificates, the Class B-1 Principal Payment Amount
                for
                such Distribution Date, until its Certificate Principal Balance is
                reduced
                to zero;

            
	 	 
	
              (xiii)

            	
              to
                the Class B-2 Certificates, the Class B-2 Principal Payment Amount
                for
                such Distribution Date, until its Certificate Principal Balance is
                reduced
                to zero; and

            
	 	 
	
              (xiv)

            	
              for
                application as part of Monthly Excess Cashflow for such Distribution
                Date
                pursuant to clause (iii) below, any such Principal Payment Amount
                remaining after application pursuant to clauses II(i) through (xiii)
                above.

            
	 	 


    

    The
      foregoing notwithstanding, on and after the Distribution Date on which the
      aggregate Certificate Principal Balance of each class of Subordinate
      Certificates has been reduced to zero, distributions to the Senior Certificates
      will be allocated to the Class A-1, Class A-2, Class A-3 and Class A-4
      Certificates, on a pro rata basis based on the Certificate Principal Balance
      of
      each such Class, until the Certificate Principal Balance of each such Class
      has
      been reduced to zero.

     

    (iii)  On
      each
      Distribution Date, the Monthly Excess Cashflow will be distributed in the
      following order of priority:

     

    (1)(A) until
      the
      aggregate Certificate Principal Balance of the Publicly Offered Certificates
      and
      Class B Certificates equals the Aggregate Loan Balance for such Distribution
      Date minus the Targeted Overcollateralization Amount for such Distribution
      Date,
      on each Distribution Date (a) prior to the Stepdown Date or (b) with respect
      to
      which a Trigger Event is in effect, to the extent of Monthly Excess Interest
      for
      such Distribution Date, to the Publicly Offered Certificates and Class B
      Certificates, in the following order of priority:

     

    
      	
              (a)
                

            	
              sequentially,
                to the Class A-1, Class A-2, Class A-3 and Class A-4 Certificates,
                in that
                order, until the Certificate Principal Balance of each such Class
                has been
                reduced to zero;

            
	 	 
	
              (b)
                

            	
              to
                the Class M-1 Certificates, until its Certificate Principal Balance
                is
                reduced to zero;

            
	 	 
	
              (c)
                

            	
              to
                the Class M-2 Certificates, until its Certificate Principal Balance
                is
                reduced to zero;

            
	 	 
	
              (d)
                

            	
              to
                the Class M-3 Certificates, until its Certificate Principal Balance
                is
                reduced to zero; 

            
	 	 
	
              (e)
                

            	
              to
                the Class M-4 Certificates, until its Certificate Principal Balance
                is
                reduced to zero; and

            
	 	 
	
              (f)

            	
              to
                the Class M-5 Certificates, until its Certificate Principal Balance
                is
                reduced to zero;

            
	 	 
	
              (g)

            	
              to
                the Class M-6 Certificates, until its Certificate Principal Balance
                is
                reduced to zero;

            
	 	 
	
              (h)

            	
              to
                the Class M-7 Certificates, until its Certificate Principal Balance
                is
                reduced to zero;

            
	 	 
	
              (i)

            	
              to
                the Class M-8 Certificates, until its Certificate Principal Balance
                is
                reduced to zero;

            
	 	 
	
              (j)

            	
              to
                the Class M-9 Certificates, until its Certificate Principal Balance
                is
                reduced to zero;

            
	 	 
	
              (k)

            	
              to
                the Class B-1 Certificates, until its Certificate Principal Balance
                is
                reduced to zero; and

            
	 	 
	
              (l)

            	
              to
                the Class B-2 Certificates, until its Certificate Principal Balance
                is
                reduced to zero; 

            


    

    


    (B) on
      each
      Distribution Date on or after the Stepdown Date and with respect to which a
      Trigger Event is not in effect, to fund any principal distributions required
      to
      be made on such Distribution Date set forth in Section 5.04(ii)II after
      giving effect to the distribution of the Principal Payment Amount for such
      date,
      in accordance with the priorities set forth therein;

     

    (2) to
      the
      Class M-1 Certificates, any Deferred Amount for such Class;

     

    (3) to
      the
      Class M-2 Certificates, any Deferred Amount for such Class; 

     

    (4) to
      the
      Class M-3 Certificates, any Deferred Amount for such Class; 

     

    (5) to
      the
      Class M-4 Certificates, any Deferred Amount for such Class;

     

    (6) to
      the
      Class M-5 Certificates, any Deferred Amount for such Class;

     

    (7) to
      the
      Class M-6 Certificates, any Deferred Amount for such Class;

     

    (8) to
      the
      Class M-7 Certificates, any Deferred Amount for such Class;

     

    (9) to
      the
      Class M-8 Certificates, any Deferred Amount for such Class;

     

    (10) to
      the
      Class M-9 Certificates, any Deferred Amount for such Class;

     

    (11) to
      the
      Class B-1 Certificates, any Deferred Amount for such Class;

     

    (12) to
      the
      Class B-2 Certificates, any Deferred Amount for such Class;

     

    (13) to
      the
      Basis Risk Shortfall Reserve Fund and then from the Basis Risk Shortfall Reserve
      Fund to the Class A-1, Class A-2, Class A-3 and Class A-4 Certificates,
      concurrently, any Basis Risk Shortfall for each such Class, on a pro rata basis
      based on the entitlement of each such Class;

     

    (14) to
      the
      Basis Risk Shortfall Reserve Fund and then from the Basis Risk Shortfall Reserve
      Fund to the Class M-1 Certificates, any Basis Risk Shortfall for such Class;
      

     

    (15) to
      the
      Basis Risk Shortfall Reserve Fund and then from the Basis Risk Shortfall Reserve
      Fund to the Class M-2 Certificates, any Basis Risk Shortfall for such Class;
      

     

    (16) to
      the
      Basis Risk Shortfall Reserve Fund and then from the Basis Risk Shortfall Reserve
      Fund to the Class M-3 Certificates, any Basis Risk Shortfall for such Class;
      

     

    (17) to
      the
      Basis Risk Shortfall Reserve Fund and then from the Basis Risk Shortfall Reserve
      Fund to the Class M-4 Certificates, any Basis Risk Shortfall for such
      Class;

     

    (18) to
      the
      Basis Risk Shortfall Reserve Fund and then from the Basis Risk Shortfall Reserve
      Fund to the Class M-5 Certificates, any Basis Risk Shortfall for such
      Class;

     

    (19) to
      the
      Basis Risk Shortfall Reserve Fund and then from the Basis Risk Shortfall Reserve
      Fund to the Class M-6 Certificates, any Basis Risk Shortfall for such
      Class;

     

    (20) to
      the
      Basis Risk Shortfall Reserve Fund and then from the Basis Risk Shortfall Reserve
      Fund to the Class M-7 Certificates, any Basis Risk Shortfall for such
      Class;

     

    (21) to
      the
      Basis Risk Shortfall Reserve Fund and then from the Basis Risk Shortfall Reserve
      Fund to the Class M-8 Certificates, any Basis Risk Shortfall for such
      Class;

     

    (22) to
      the
      Basis Risk Shortfall Reserve Fund and then from the Basis Risk Shortfall Reserve
      Fund to the Class M-9 Certificates, any Basis Risk Shortfall for such
      Class;

     

    (23) to
      the
      Basis Risk Shortfall Reserve Fund and then from the Basis Risk Shortfall Reserve
      Fund to the Class B-1 Certificates, any Basis Risk Shortfall for such
      Class;

     

    (24) to
      the
      Basis Risk Shortfall Reserve Fund and then from the Basis Risk Shortfall Reserve
      Fund to the Class B-2 Certificates, any Basis Risk Shortfall for such
      Class;

     

    (25) to
      the
      Supplemental Interest Trust, any Swap Termination Payment owed to the Swap
      Provider in the event of a Swap Provider Trigger Event not paid on prior
      Distribution Dates and to the extent not paid by the Securities Administrator
      from any upfront payment received pursuant to any replacement interest rate
      swap
      agreement that may be entered into by the Supplemental Interest Trust
      Trustee;

     

    (26) to
      the
      Class X Certificates, the Class X Distribution Amount; and

     

    (27) to
      the
      Class R Certificates, any remaining amount. It is not anticipated that any
      amounts will be distributed to the Class R Certificates under this clause
      (27).

     

    Notwithstanding
      the foregoing, distributions pursuant to clauses (8) through (24) above on
      any
      Distribution Date will be made after giving effect to payments received pursuant
      to the Swap Agreement. On each Distribution Date, the Securities Administrator,
      after making the required distributions of interest and principal to the
      Certificates as described in clauses (i) and (ii) above and after the
      distribution of the Monthly Excess Cashflow as described in clause (iii) above,
      will withdraw from the Basis Risk Shortfall Reserve Fund the amounts on deposit
      therein and distribute such amounts to the Publicly Offered Certificates and
      Class B Certificates in respect of any Basis Risk Shortfalls in the following
      manner and order of priority: first, concurrently to the Senior Certificates,
      on
      a pro rata basis, based on the entitlement of each such Class, the amount of
      any
      Basis Risk Shortfalls allocated to such Class for such Distribution Date;
      second, to the Class M-1 Certificates, the amount of any Basis Risk Shortfall
      allocated to such Class for such Distribution Date for such Class; third, to
      the
      Class M-2 Certificates, the amount of any Basis Risk Shortfall allocated to
      such
      Class for such Distribution Date for such Class; fourth, to the Class M-3
      Certificates, the amount of any Basis Risk Shortfalls allocated to such Class
      for such Distribution Date for such Class; fifth, to the Class M-4 Certificates,
      the amount of any Basis Risk Shortfalls allocated to such Class for such
      Distribution Date; sixth, to the Class M-5 Certificates, the amount of any
      Basis
      Risk Shortfalls allocated to such Class for such Distribution Date; seventh,
      to
      the Class M-6 Certificates, the amount of any Basis Risk Shortfall allocated
      to
      such Class for such Distribution Date for such Class; eighth, to the Class
      M-7
      Certificates, the amount of any Basis Risk Shortfall allocated to such Class
      for
      such Distribution Date for such Class; ninth, to the Class M-8 Certificates,
      the
      amount of any Basis Risk Shortfall allocated to such Class for such Distribution
      Date for such Class; tenth, to the Class M-9 Certificates, the amount of any
      Basis Risk Shortfall allocated to such Class for such Distribution Date for
      such
      Class; eleventh, to the Class B-1 Certificates, the amount of any Basis Risk
      Shortfall allocated to such Class for such Distribution Date for such Class;
      and
      twelfth, to the Class B-2 Certificates, the amount of any Basis Risk Shortfall
      allocated to such Class for such Distribution Date for such Class.

     

    (iv)  Subject
      to Section 10.02 hereof respecting the final distribution on a Class of
      Publicly Offered Certificates or a Class of Class B Certificates, on each
      Distribution Date the Securities Administrator shall make distributions to
      each
      Holder of a Publicly Offered Certificate or Class B Certificate of record on
      the
      preceding Record Date either by wire transfer in immediately available funds
      to
      the account of such holder at a bank or other entity having appropriate
      facilities therefor, if (i) such Holder has so notified the Securities
      Administrator at least five (5) Business Days prior to the related Record Date
      and (ii) such Holder shall hold Regular Certificates with aggregate principal
      denominations of not less than $1,000,000 or evidencing a Percentage Interest
      aggregating ten percent (10%) or more with respect to such Class or, if not,
      by
      check mailed by first class mail to such Certificateholder at the address of
      such holder appearing in the Certificate Register. Notwithstanding the
      foregoing, but subject to Section 10.02 hereof respecting the final
      distribution, distributions with respect to Publicly Offered Certificates and
      Class B Certificates registered in the name of a Depository shall be made to
      such Depository in immediately available funds.

     

    (v)  Net
      Swap
      Payments and Swap Termination Payments (other than Swap Termination Payments
      resulting from a Swap Provider Trigger Event) payable by the Supplemental
      Interest Trust to the Swap Provider pursuant to the Swap Agreement shall be
      deducted from Interest Remittance Amount, and to the extent of any such
      remaining amounts due, from Principal Remittance Amount, prior to any
      distributions to the Certificateholders. On each Distribution Date, such amounts
      will be remitted to the Supplemental Interest Trust, first to make any Net
      Swap
      Trust Payment owed to the Swap Provider pursuant to the Swap Agreement for
      such
      Distribution Date, and second to make any Swap Termination Payment (not due
      to a
      Swap Provider Trigger Event) owed to the Swap Provider pursuant to the Swap
      Agreement for such Distribution Date. Any Swap Termination Payment due as a
      result of the occurrence of a Swap Provider Trigger Event owed to the Swap
      Provider pursuant to the Swap Agreement will be subordinated to distributions
      to
      the Holders of the Publicly Offered Certificates and Class B Certificates and
      shall be paid as set forth in Section 5.04(a)(iii)(25).

     

    (b)  On
      each
      Distribution Date, the Securities Administrator shall distribute from the
      amounts received from the Swap Provider in respect of any Net Swap Trust Payment
      then on deposit in the Supplemental Interest Trust in the following order of
      priority:

     

    (i)  concurrently
      to the Senior Certificates, on a pro rata basis based on the entitlement of
      each
      such Class, in an amount equal to any Carryforward Interest for such Class
      or
      Classes to the extent not covered by the Interest Remittance Amount on that
      Distribution Date and solely to the extent the amount of any Carryforward
      Interest is a result of the allocation of the interest portion of Realized
      Losses;

     

    (ii)  concurrently
      to the Senior Certificates and Subordinate Certificates, on a pro rata basis
      based on the entitlement of each such Class, an amount equal to any Principal
      Payment Amount, to the extent not covered by the Monthly Excess Cashflow on
      that
      Distribution Date and solely to the extent the payment of the Extra Principal
      Distribution Amount is as a result of current or prior period Realized Losses,
      to be included in the Principal Payment Amount for that Distribution Date and
      payable as provided under Section 5.04(a)(ii) above;

     

    (iii)  sequentially,
      to the Class M-1, Class M-2, Class M-3, Class M-4, Class M-5, Class M-6, Class
      M-7, Class M-8, Class M-9, Class B-1 and Class B-2 Certificates, in that order,
      in an amount equal to any Carryforward Interest for such Class or Classes to
      the
      extent not covered by the Monthly Excess Cashflow on that Distribution Date
      and
      solely to the extent the amount of any Carryforward Interest is as a result
      of
      the allocation of the interest portion of Realized Losses; 

     

    (iv)  sequentially,
      to the Class M-1, Class M-2, Class M-3, Class M-4, Class M-5, Class M-6, Class
      M-7, Class M-8, Class M-9, Class B-1 and Class B-2 Certificates, in an amount
      equal to any Applied Loss Amount for such Class or Classes, to the extent not
      covered by the Monthly Excess Cashflow on that Distribution Date; 

     

    (v)  to
      the
      Basis Risk Shortfall Reserve Fund, to pay the Senior Certificates and
      Subordinate Certificates as follows: first, to the Senior Certificates, on
      a pro
      rata basis based on the entitlement of each such Class, based on the aggregate
      amount of Basis Risk Shortfall Amounts for each such Class of Senior
      Certificates remaining unpaid, and second, sequentially, to the Class M-1,
      Class
      M-2, Class M-3, Class M-4, Class M-5, Class M-6, Class M-7, Class M-8, Class
      M-9, Class B-1 and Class B-2 Certificates, in that order, any related Basis
      Risk
      Shortfall Amount for such Class or Classes remaining unpaid on such Distribution
      Date, in each case to the extent not covered by the Monthly Excess Cashflow
      on
      that Distribution Date; and

     

    (vi)
       to
      the
      Class X Certificates, any remaining amounts.

     

    Section
      5.05  Allocation
      of Realized Losses.

     

    (a)  On
      or
      prior to each Determination Date, the Securities Administrator shall determine
      the amount of any Realized Loss in respect of each Mortgage Loan that occurred
      during the immediately preceding calendar month, based solely on the reports
      delivered by the Servicer pursuant to the Servicing Agreement.

     

    (b)  The
      interest portion of Realized Losses on the Mortgage Loans shall be allocated
      to
      the Certificates as described in Section 1.02 hereof.

     

    (c)  The
      principal portion of all Realized Losses on the Mortgage Loans shall be
      allocated on each Distribution Date as follows: first, in reduction of Net
      Swap
      Payments paid by the Swap Provider under the Interest Rate Swap Agreement and
      the Monthly Excess Cashflow for such Distribution date; second, to the Class
      X
      Certificates, until the Certificate Principal Balance thereof has been reduced
      to zero; third, to the Class B-2 Certificates, until the Certificate Principal
      Balance thereof has been reduced to zero; fourth, to the Class B-1 Certificates,
      until the Certificate Principal Balance thereof has been reduced to zero; fifth,
      to the Class M-9 Certificates, until the Certificate Principal Balance thereof
      has been reduced to zero; sixth, to the Class M-8 Certificates, until the
      Certificate Principal Balance thereof has been reduced to zero; seventh, to
      the
      Class M-7 Certificates, until the Certificate Principal Balance thereof has
      been
      reduced to zero; eighth, to the Class M-6 Certificates, until the Certificate
      Principal Balance thereof has been reduced to zero; ninth, to the Class M-5
      Certificates, until the Certificate Principal Balance thereof has been reduced
      to zero; tenth, to the Class M-4 certificates, until the Certificate Principal
      Balance thereof has been reduced to zero; eleventh, to the Class M-3
      Certificates, until the Certificate Principal Balance thereof has been reduced
      to zero; thirteenth, to the Class M-2 Certificates, until the Certificate
      Principal Balance thereof has been reduced to zero; and fourteenth, to the
      Class
      M-1 Certificates, until the Certificate Principal Balance thereof has been
      reduced to zero. All such Realized Losses to be allocated to the Certificate
      Principal Balances of the Classes of Subordinate Certificates on any
      Distribution Date shall be so allocated after the actual distributions to be
      made on such date as provided above. All references above to the Certificate
      Principal Balance of any Class of Subordinate Certificates shall be to the
      Certificate Principal Balance of such Class immediately prior to the relevant
      Distribution Date, before reduction thereof by any Realized Losses, in each
      case
      to be allocated to such Class of Certificates, on such Distribution
      Date.

     

    Any
      allocation of the principal portion of Realized Losses to a Class of Subordinate
      Certificates on any Distribution Date shall be made by reducing the Certificate
      Principal Balance thereof by the amount so allocated; any allocation of Realized
      Losses to a Class X Certificate shall be made by reducing the amount otherwise
      payable in respect thereof pursuant to Section 5.04(iii)(26). No
      allocations of any Realized Losses shall be made to the Certificate Principal
      Balances of the Senior Certificates or Class P Certificates.

     

    All
      such
      Realized Losses and all other losses allocated to a Class of Certificates
      hereunder will be allocated among the Certificates of such Class in proportion
      to the Percentage Interests evidenced thereby.

     

    (d)  Notwithstanding
      anything to the contrary contained herein, if on any Distribution Date the
      Securities Administrator discovers, based solely on the reports delivered by
      the
      Servicer under the Servicing Agreement that any Subsequent Recoveries have
      been
      collected by the Servicer with respect to the Mortgage Loans, the amount of
      such
      Subsequent Recoveries will be applied to increase the Certificate Principal
      Balance of the Class of Subordinate Certificates with the highest payment
      priority to which Realized Losses on the Mortgage Loans have been allocated,
      but
      not by more than the amount of Realized Losses previously allocated to that
      Class of Subordinate Certificates pursuant to this Section 5.05. After the
      Certificate Principal Balances of any Class of Subordinate Certificates have
      been increased up to the amount of Realized Losses allocated thereto pursuant
      to
      this Section 5.05 to the extent that such Applied Loss Amounts have not
      been paid to such certificates as a Deferred Amount, any additional Subsequent
      Recoveries with respect to the Mortgage Loans will be applied to increase the
      Certificate Principal Balance of the remaining Subordinate Certificates,
      beginning with the Class of Subordinate Certificates with the next highest
      payment priority, up to the amount of such Realized Losses previously allocated
      to such Class of Certificates pursuant to this Section 5.05 but only to the
      extent that any such Applied Loss Amount has not been paid to any Class of
      Certificates as a Deferred Amount. Holders of such Certificates will not be
      entitled to any payment in respect of current interest on the amount of such
      increases for any Accrual Period preceding the Distribution Date on which such
      increase occurs. Any such increases shall be applied to the Certificate
      Principal Balance of each Class of Subordinate Certificate in accordance with
      its respective Percentage Interest. 

     

    (e)  With
      respect to the REMIC I Regular Interests, all Realized Losses on the Mortgage
      Loans shall be allocated on each Distribution Date first, to REMIC I Regular
      Interest I until the Uncertificated Principal Balance has been reduced to zero,
      and second, to REMIC I Regular Interest I-1-A through REMIC I Regular Interest
      I-60-B, starting with the lowest numerical denomination until such REMIC I
      Regular Interest has been reduced to zero, provided that, for REMIC I Regular
      Interests with the same numerical denomination, such Realized Losses shall
      be
      allocated pro rata between such REMIC I Regular Interests. 

     

    (f)  All
      Realized Losses on the Mortgage Loans shall be allocated on each Distribution
      Date to the following REMIC II Regular Interests in the specified percentages,
      as follows: first, to Uncertificated Accrued Interest payable to the REMIC
      II
      Regular Interest LT-AA and REMIC II Regular Interest LT-ZZ up to an aggregate
      amount equal to the REMIC II Interest Loss Allocation Amount, 98% and 2%,
      respectively; second, to the Uncertificated Principal Balances of REMIC II
      Regular Interest LT-AA and REMIC II Regular Interest LT-ZZ up to an aggregate
      amount equal to the REMIC II Principal Loss Allocation Amount, 98% and 2%,
      respectively; third, to the Uncertificated Principal Balances of REMIC II
      Regular Interest LT-AA, REMIC II Regular Interest LT-B2 and REMIC II Regular
      Interest LT-ZZ, 98%, 1% and 1%, respectively, until the Uncertificated Principal
      Balance of REMIC II Regular Interest LT-B2 has been reduced to zero; fourth,
      to
      the Uncertificated Principal Balances of REMIC II Regular Interest LT-AA, REMIC
      II Regular Interest LT-B1 and REMIC II Regular Interest LT-ZZ, 98%, 1% and
      1%,
      respectively, until the Uncertificated Principal Balance of REMIC II Regular
      Interest LT-B1 has been reduced to zero; fifth, to the Uncertificated Principal
      Balances of REMIC II Regular Interest LT-AA, REMIC II Regular Interest LT-M9
      and
      REMIC II Regular Interest LT-ZZ, 98%, 1% and 1%, respectively, until the
      Uncertificated Principal Balance of REMIC II Regular Interest LT-M9 has been
      reduced to zero; sixth, to the Uncertificated Principal Balances of REMIC II
      Regular Interest LT-AA, REMIC II Regular Interest LT-M8 and REMIC II Regular
      Interest LT-ZZ, 98%, 1% and 1%, respectively, until the Uncertificated Principal
      Balance of REMIC II Regular Interest LT-M8 has been reduced to zero; seventh,
      to
      the Uncertificated Principal Balances of REMIC II Regular Interest LT-AA, REMIC
      II Regular Interest LT-M7 and REMIC II Regular Interest LT-ZZ, 98%, 1% and
      1%,
      respectively, until the Uncertificated Principal Balance of REMIC II Regular
      Interest LT-M7 has been reduced to zero; eighth, to the Uncertificated Principal
      Balances of REMIC II Regular Interest LT-AA, REMIC II Regular Interest LT-M6
      and
      REMIC II Regular Interest LT-ZZ, 98%, 1% and 1%, respectively, until the
      Uncertificated Principal Balance of REMIC II Regular Interest LT-M6 has been
      reduced to zero; ninth, to the Uncertificated Principal Balances of REMIC II
      Regular Interest LT-AA, REMIC II Regular Interest LT-M5 and REMIC II Regular
      Interest LT-ZZ, 98%, 1% and 1%, respectively, until the Uncertificated Principal
      Balance of REMIC II Regular Interest LT-M5 has been reduced to zero; tenth,
      to
      the Uncertificated Principal Balances of REMIC II Regular Interest LT-AA, REMIC
      II Regular Interest LT-M4 and REMIC II Regular Interest LT-ZZ, 98%, 1% and
      1%,
      respectively, until the Uncertificated Principal Balance of REMIC II Regular
      Interest LT-M4 has been reduced to zero; eleventh, to the Uncertificated
      Principal Balances of REMIC II Regular Interest LT-AA, REMIC II Regular Interest
      LT-M3 and REMIC II Regular Interest LT-ZZ, 98%, 1% and 1%, respectively, until
      the Uncertificated Principal Balance of REMIC II Regular Interest LT-M3 has
      been
      reduced to zero; twelfth, to the Uncertificated Principal Balances of REMIC
      II
      Regular Interest LT-AA, REMIC II Regular Interest LT-M2 and REMIC II Regular
      Interest LT-ZZ, 98%, 1% and 1%, respectively, until the Uncertificated Principal
      Balance of REMIC II Regular Interest LT-M2 has been reduced to zero; and
      thirteenth, to the Uncertificated Principal Balances of REMIC II Regular
      Interest LT-AA, REMIC II Regular Interest LT-M1 and REMIC II Regular Interest
      LT-ZZ, 98%, 1% and 1%, respectively, until the Uncertificated Principal Balance
      of REMIC II Regular Interest LT-M1 has been reduced to zero.

     

    Section
      5.06  Monthly
      Statements to Certificateholders.

     

    (a)  Not
      later
      than each Distribution Date, the Securities Administrator shall prepare and
      make
      available to each Holder of Certificates, the Depositor and the Credit Risk
      Manager via its website a statement setting forth the following information
      for
      the Certificates:

     

    (i)  the
      Interest Accrual Period and general Distribution Dates for each Class of
      Certificates;

     

    (ii)  the
      Pass-Through Rate for each Class of Certificates with respect to the current
      Accrual Period;

     

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

     

    (iv)  the
      amount of the related distribution to Holders of each Class allocable to
      principal, separately identifying (A) the aggregate amount of any Principal
      Prepayments included therein, (B) the aggregate of all scheduled payments of
      principal included therein, (C) the Monthly Excess Interest with respect to
      the
      Certificates (if any) and (D) the amount of Prepayment Charges distributed
      to
      the Class P Certificates;

     

    (v)  the
      amount distributed to Holders of each Class on such Distribution Date allocable
      to interest;

     

    (vi)  the
      Certificate Principal Balance of each Class of Certificates, if applicable,
      after giving effect (i) to all distributions allocable to principal on such
      Distribution Date and (ii) the allocation of any Realized Losses for such
      Distribution Date;

     

    (vii)  the
      aggregate amount of P&I Advances included in the distributions on the
      Distribution Date;

     

    (viii)  the
      aggregate amount of Relief Act Interest Shortfalls for such Distribution
      Date;

     

    (ix)  the
      aggregate amount of any Prepayment Interest Shortfall for such Distribution
      Date, to the extent not covered by payments by the Servicer pursuant to
      Section 3.02 of this Agreement or the Master Servicer pursuant to
      Section 4.14 of this Agreement;

     

    (x)  the
      cumulative amount of Realized Losses to date and, in addition, if the
      Certificate Principal Balance of any Class of Certificates have been reduced
      to
      zero, the cumulative amount of any Realized Losses that have not been allocated
      to any Class of Certificates;

     

    (xi)  the
      Overcollateralization Amount and the Senior Enhancement Percentage, any
      Overcollateralization Deficiency Amount and any Overcollateralization Release
      Amount for such Distribution Date

     

    (xii)  the
      amount of any Prepayment Charges remitted by the Servicer;

     

    (xiii)  the
      number, aggregate principal balance, weighted average remaining term to maturity
      and weighted average Mortgage Rate of the Mortgage Loans as of the related
      Due
      Date;

     

    (xiv)  the
      number and Scheduled Principal Balance of all the Mortgage Loans for the
      following Distribution Date;

     

    (xv)  the
      number and aggregate principal balance of any Mortgage Loans that were (A)
      delinquent (exclusive of Mortgage Loans in foreclosure) using the “OTS” method
      (1) one scheduled payment is delinquent, (2) two scheduled payments are
      delinquent, (3) three scheduled payments are delinquent and (4) foreclosure
      proceedings have been commenced, and loss information for the period; the number
      and aggregate principal balance of any Mortgage Loans in respect of which (A)
      one scheduled payment is delinquent, (B) two scheduled payments are delinquent,
      (C) three or more scheduled payments are delinquent and (D) foreclosure
      proceedings have been commenced, and loss information for the
      period;

     

    (xvi)  with
      respect to any Mortgage Loan that was liquidated during the preceding calendar
      month, the loan number and the Stated Principal Balance of, and Realized Loss
      on, such Mortgage Loan as of the close of business on the Determination Date
      preceding such Distribution Date;

     

    (xvii)  the
      total
      number and principal balance of any real estate owned or REO Properties as
      of
      the close of business on the Determination Date preceding such Distribution
      Date;

     

    (xviii)  the
      three
      month rolling average of the percent equivalent of a fraction, the numerator
      of
      which is the Aggregate Loan Group Balance of the Mortgage Loans that are sixty
      (60) days or more delinquent or are in bankruptcy or foreclosure or are REO
      Properties, and the denominator of which is the Aggregate Loan Balance of all
      of
      the Mortgage Loans as of the related Due Period; 

     

    (xix)  the
      aggregate Servicing Fee received by the Servicer, and the Master Servicing
      Fees,
      if any, received by the Master Servicer during the related Due
      Period;

     

    (xx)  the
      amount of the Credit Risk Management Fees paid to the Credit Risk Manager and/or
      the Sponsor for such Distribution Date;

     

    (xxi)  the
      amount, if any, of other fees or expenses accrued and paid, with an
      identification of the payee and the general purpose of such fees;

     

    (xxii)  the
      amount of any Basis Risk Shortfalls and the amount in the Basis Risk Shortfall
      Reserve Fund after all deposits and withdrawals on such Distribution Date;
      

     

    (xxiii)  amounts
      payable in respect of the Swap Agreement; and

     

    (xxiv)  whether
      the Stepdown Date has occurred and whether any Trigger Event is in
      effect.

     

    The
      Securities Administrator may make the foregoing monthly statement (and, at
      its
      option, any additional files containing the same information in an alternative
      format) available each month to Certificateholders via the Securities
      Administrator’s internet website. The Securities Administrator’s internet
      website shall initially be located at “www.ctslink.com”. Assistance in using the
      website can be obtained by calling the Securities Administrator’s customer
      service desk at (301) 815-6600. Parties that are unable to use the above
      distribution options are entitled to have a paper copy mailed to them via first
      class mail by calling the customer service desk and indicating such. The
      Securities Administrator may change the way monthly statements are distributed
      in order to make such distributions more convenient or more accessible to the
      above parties.

     

    The
      Securities Administrator shall be entitled to rely on but shall not be
      responsible for the content or accuracy of any information provided by third
      parties for purposes of preparing such statement and may affix thereto any
      disclaimer it deems appropriate in its reasonable discretion (without suggesting
      liability on the part of any other party hereto).

     

    (b)  The
      Securities Administrator’s responsibility for making the above information
      available to the Certificateholders is limited to the availability, timeliness
      and accuracy of the information provided by the Servicer and the Swap Provider.
      The Securities Administrator will make available a copy of each statement
      provided pursuant to this Section 5.06 to each Rating Agency.

     

    (c)  Within
      a
      reasonable period of time after the end of each calendar year, the Securities
      Administrator shall cause to be furnished upon written request to each Person
      who at any time during the calendar year was a Certificateholder, a statement
      containing the information set forth in clauses (a)(i) and (a)(ii) of this
      Section 5.06 aggregated for such calendar year or applicable portion
      thereof during which such Person was a Certificateholder. Such obligation of
      the
      Securities Administrator shall be deemed to have been satisfied to the extent
      that substantially comparable information shall be provided by the Securities
      Administrator pursuant to any requirements of the Code as from time to time
      in
      effect.

     

    (d)  Upon
      filing with the Internal Revenue Service, the Securities Administrator shall
      furnish to the Holders of the Residual Certificates the applicable Form 1066
      and
      each applicable Form 1066Q and shall respond promptly to written requests made
      not more frequently than quarterly by any Holder of a Residual Certificate
      with
      respect to the following matters:

     

    (i)  The
      original projected principal and interest cash flows on the Closing Date on
      each
      Class of regular and residual interests created hereunder and on the Mortgage
      Loans, based on the Prepayment Assumption;

     

    (ii)  The
      projected remaining principal and interest cash flows as of the end of any
      calendar quarter with respect to each Class of regular and residual interests
      created hereunder and the Mortgage Loans, based on the Prepayment
      Assumption;

     

    (iii)  The
      applicable Prepayment Assumption and any interest rate assumptions used in
      determining the projected principal and interest cash flows described
      above;

     

    (iv)  The
      original issue discount (or, in the case of the Mortgage Loans, market discount)
      or premium accrued or amortized through the end of such calendar quarter with
      respect to each Class of regular or residual interests created hereunder and
      to
      the Mortgage Loans, together with each constant yield to maturity used in
      computing the same;

     

    (v)  The
      treatment of losses realized with respect to the Mortgage Loans or the regular
      interests created hereunder, including the timing and amount of any cancellation
      of indebtedness income of a REMIC with respect to such regular interests or
      bad
      debt deductions claimed with respect to the Mortgage Loans;

     

    (vi)  The
      amount and timing of any non-interest expenses of a REMIC; and

     

    (vii)  Any
      taxes
      (including penalties and interest) imposed on the REMIC, including, without
      limitation, taxes on “prohibited transactions,” “contributions” or “net income
      from foreclosure property” or state or local income or franchise
      taxes.

     

    The
      information pursuant to clauses (i), (ii), (iii) and (iv) above shall be
      provided by the Depositor pursuant to Section 9.13.

     

    Section
      5.07  REMIC
      Designations, REMIC I and REMIC II Allocations.

     

    (a)  The
      Securities Administrator shall elect that each of REMIC I, REMIC II and REMIC
      III shall be treated as a REMIC under Section 860D of the Code. Any
      inconsistencies or ambiguities in this Agreement or in the administration of
      this Agreement shall be resolved in a manner that preserves the validity of
      such
      REMIC elections. The REMIC I Regular Interests shall constitute the assets
      of
      REMIC II. The REMIC II Regular Interests shall constitute the assets of REMIC
      III.

     

    (b)  On
      each
      Distribution Date, the following amounts, in the following order of priority
      and
      in accordance with the Remittance Report, shall be distributed by REMIC I to
      REMIC II on account of the REMIC I Regular Interests or withdrawn from the
      Distribution Account and distributed to the Holders of the Class R-I Interest,
      as the case may be:

     

    (i)  to
      Holders of each of REMIC I Regular Interest I and REMIC I Regular Interest
      I-1-A
      through I-60-B, pro rata, in an amount equal to (A) the Uncertificated Accrued
      Interest for such REMIC I Regular Interests for such Distribution Date, plus
      (B)
      any amounts payable in respect thereof remaining unpaid from previous
      Distribution Dates; 

     

    (ii)  to
      the
      extent of amounts remaining after the distributions made pursuant to clause
      (i)
      above, payments of principal shall be allocated as follows: first, to REMIC
      I
      Regular Interests I-1-A through I-60-B starting with the lowest numerical
      denomination until the Uncertificated Principal Balance of each such REMIC
      I
      Regular Interest is reduced to zero, provided that, for REMIC I Regular
      Interests with the same numerical denomination, such payments of principal
      shall
      be allocated pro rata between such REMIC I Regular Interests, and second, to
      the
      extent of any Overcollateralization Release Amounts, to REMIC I Regular Interest
      I until the Uncertificated Principal Balance of such REMIC I Regular Interest
      is
      reduced to zero; and

     

    (iii)  to
      the
      Holders of REMIC I Regular Interest P, (A) on each Distribution Date, 100%
      of
      the amount paid in respect of Prepayment Charges and (B) on the Distribution
      Date in July 2011 until $100 has been distributed pursuant to this
      clause.

     

    (c)  On
      each
      Distribution Date, the following amounts, in the following order of priority
      and
      in accordance with the Remittance Report, shall be distributed by REMIC II
      to
      REMIC III on account of the REMIC II Regular Interests or withdrawn from the
      Distribution Account and distributed to the Holders of the Class R-II Interest,
      as the case may be:

     

    (i)  first,
      to
      the Holders of REMIC II Regular Interest LT-IO, in an amount equal to (A)
      Uncertificated Accrued Interest for such REMIC II Regular Interest for such
      Distribution Date, plus (B) any amounts in respect thereof remaining unpaid
      from
      previous Distribution Dates and then to the Holders of REMIC II Regular Interest
      LT-AA, REMIC II Regular Interest LT-A1, REMIC II Regular Interest LT-A2, REMIC
      II Regular Interest LT-A3, REMIC II Regular Interest LT-A4, REMIC II Regular
      Interest LT-M1, REMIC II Regular Interest LT-M2, REMIC II Regular Interest
      LT-M3, REMIC II Regular Interest LT-M4, REMIC II Regular Interest LT-M5, REMIC
      II Regular Interest LT-M6, REMIC II Regular Interest LT-M7, REMIC II Regular
      Interest LT-M8, REMIC II Regular Interest LT-M9, REMIC II Regular Interest
      LT-B1, REMIC II Regular Interest LT-B2 and REMIC II Regular Interest LT-ZZ,
      pro
      rata, in an amount equal to (A) the Uncertificated Accrued Interest for each
      such REMIC II Regular Interest for such Distribution Date, plus (B) any amounts
      in respect thereof remaining unpaid from previous Distribution Dates. Amounts
      payable as Uncertificated Accrued Interest in respect of REMIC II Regular
      Interest LT-ZZ shall be reduced and deferred when the REMIC II
      Overcollateralization Amount is less than the REMIC II Targeted
      Overcollateralization Amount, by the lesser of (x) the amount of such difference
      and (y) the REMIC II Regular Interest LT-ZZ Maximum Interest Deferral Amount
      and
      such amount will be payable to the Holders of REMIC II Regular Interest LT-A1,
      REMIC II Regular Interest LT-A2, REMIC II Regular Interest LT-A3, REMIC II
      Regular Interest LT-A4, REMIC II Regular Interest LT-M1, REMIC II Regular
      Interest LT-M2, REMIC II Regular Interest LT-M3, REMIC II Regular Interest
      LT-M4, REMIC II Regular Interest LT-M5, REMIC II Regular Interest LT-M6, REMIC
      II Regular Interest LT-M7, REMIC II Regular Interest LT-M8, REMIC II Regular
      Interest LT-M9, REMIC II Regular Interest LT-B1 and REMIC II Regular Interest
      LT-B2 in the same proportion as the Overcollateralization Deficiency is
      allocated to the Corresponding Certificates and the Uncertificated Principal
      Balance of REMIC II Regular Interest LT-ZZ shall be increased by such
      amount;

     

    (ii)  second,
      to the Holders of REMIC II Regular Interests, in an amount equal to the
      remainder of the Interest Remittance Amount and the Principal Payment Amount
      for
      such Distribution Date after the distributions made pursuant to clause (i)
      above, allocated as follows:

     

    (A)  98.00%
      of
      such remainder (other than amounts payable under clause (C) below) to the
      Holders of REMIC II Regular Interest LT-AA and REMIC II Regular Interest LT-P,
      until the Uncertificated Principal Balance of such REMIC II Regular Interest
      is
      reduced to zero, provided, however, that the Uncertificated Principal Balance
      of
      REMIC II Regular Interest LT-P shall not be reduced until the Distribution
      Date
      in July 2011 or any Distribution Date thereafter, at which point such amount
      shall be distributed to REMIC II Regular Interest LT-P, until $100 has been
      distributed pursuant to this clause;

     

    (B)  2.00%
      of
      such remainder, first, to the Holders REMIC II Regular Interest LT-A1, REMIC
      II
      Regular Interest LT-A2, REMIC II Regular Interest LT-A3, REMIC II Regular
      Interest LT-A4, REMIC II Regular Interest LT-M1, REMIC II Regular Interest
      LT-M2, REMIC II Regular Interest LT-M3, REMIC II Regular Interest LT-M4, REMIC
      II Regular Interest LT-M5, REMIC II Regular Interest LT-M6, REMIC II Regular
      Interest LT-M7, REMIC II Regular Interest LT-M8, REMIC II Regular Interest
      LT-M9, REMIC II Regular Interest LT-B1 and REMIC II Regular Interest LT-B2,
      1%
      in the same proportion as principal payments are allocated to the Corresponding
      Certificates, until the Uncertificated Principal Balances of such REMIC II
      Regular Interests are reduced to zero and second, to the Holders of REMIC II
      Regular Interest LT-ZZ (other than amounts payable under the proviso below),
      until the Uncertificated Principal Balance of such REMIC II Regular Interest
      is
      reduced to zero; and

     

    (C)  any
      remaining amount to the Holders of the Class R Certificates (in respect of
      the
      Class R-II Interest).

     

    provided,
      however, that (i) 98.00% and (ii) 2.00% of any principal payments that are
      attributable to an Overcollateralization Release Amount shall be allocated
      to
      Holders of (i) REMIC II Regular Interest LT-AA and REMIC II Regular Interest
      LT-P, in that order and (ii) REMIC II Regular Interest LT-ZZ, respectively;
      provided that REMIC II Regular Interest LT-P shall not be reduced until the
      Distribution Date in July 2011, at which point such amount shall be distributed
      to REMIC II Regular Interest LT-P, until $100 has been distributed pursuant
      to
      this clause.

     

    Section
      5.08  Prepayment
      Charges.

     

    On
      each
      Distribution Date, all amounts representing Prepayment Charges in respect of
      the
      Mortgage Loans received during the related Prepayment Period and deposited
      in
      the Distribution Account will be withdrawn from the Distribution Account and
      distributed by the Securities Administrator in accordance with the Remittance
      Report to the Class P Certificates and shall not be available for distribution
      to the holders of any other Class of Certificates. The payment of such
      Prepayment Charges shall not reduce the Certificate Principal Balance of the
      Class P Certificates.

     

    Section
      5.09  Class
      P Certificate Account.

     

    The
      Securities Administrator shall establish and maintain with itself a separate,
      segregated trust account titled “Wells Fargo Bank, NA, as Securities
      Administrator, for the benefit of Nomura Home Equity Loan, Inc., Home Equity
      Loan Trust 2006-WF1 Class P Certificate Account”. On the Closing Date, the
      Depositor will deposit, or cause to be deposited in the Class P Certificate
      Account $100.00. The amount on deposit in the Class P Certificate Account shall
      be held uninvested. On the July 2011 Distribution Date, the Securities
      Administrator shall withdraw the amount on deposit in the Class P Certificate
      Account and remit such amount to the Holders of the Class P Certificates, in
      reduction of the Certificate Principal Balance thereof. 

     

    Section
      5.10  Basis
      Risk Shortfall Reserve Fund.

     

    (a)  The
      Securities Administrator shall establish a Basis Risk Shortfall Reserve Fund
      on
      behalf of the holders of the Publicly Offered Certificates and the Class B
      Certificates. The Basis Risk Shortfall Reserve Fund must be an Eligible Account.
      The Basis Risk Shortfall Reserve Fund shall be entitled “Basis Risk Shortfall
      Reserve Fund, HSBC Bank USA, National Association, as Trustee for the benefit
      of
      holders of Nomura Home Equity Loan, Inc., Asset-Backed Certificates, Series
      2006-WF1, Class A-1, Class A-2, Class A-3, Class A-4, Class M-1, Class M-2,
      Class M-3, Class M-4, Class M-5, Class M-6, Class M-7, Class M-8, Class M-9,
      Class B-1 and Class B-2 Certificates. On the Closing Date, the Depositor will
      deposit, or cause to be deposited, into the Basis Risk Shortfall Reserve Fund
      $5,000. On each Distribution Date as to which there is a Basis Risk Shortfall
      payable to any Class of Certificates, the Securities Administrator shall deposit
      the amounts pursuant to paragraphs (13) through (24) of
      Section 5.04(a)(iii) into the Basis Risk Shortfall Reserve Fund and the
      Securities Administrator has been directed by the Class X Certificateholder
      to
      distribute such amounts to the Holders of the Publicly Offered Certificates
      and
      Class B Certificates in the amounts and priorities set forth in
      Section 5.04(a)(iii).

     

    (b)  The
      Basis
      Risk Shortfall Reserve Fund is an “outside reserve fund” within the meaning of
      Treasury Regulation §1.860G-2(h) and shall be an asset of the Trust Fund but not
      an asset of any REMIC. The Securities Administrator on behalf of the Trust
      shall
      be the nominal owner of the Basis Risk Shortfall Reserve Fund. The Class X
      Certificateholders shall be the beneficial owners of the Basis Risk Shortfall
      Reserve Fund, subject to the power of the Securities Administrator to transfer
      amounts under Section 5.04(a)(iii). Amounts in the Basis Risk Shortfall
      Reserve Fund shall be held either uninvested in a trust or deposit account
      of
      the Securities Administrator with no liability for interest or other
      compensation thereof or, at the written direction of the Majority Class X
      Certificateholder, be invested in Permitted Investments that mature no later
      than the Business Day prior to the next succeeding Distribution Date. All net
      income and gain from such investments shall be distributed to the Majority
      Class
      X Certificateholder, not as a distribution in respect of any interest in any
      REMIC, on such Distribution Date. All amounts earned on amounts on deposit
      in
      the Basis Risk Shortfall Reserve Fund shall be taxable to the Majority Class
      X
      Certificateholder. Any losses on such investments shall be deposited in the
      Basis Risk Shortfall Reserve Fund by the Majority Class X Certificateholder
      out
      of its own funds immediately as realized. In the event that the Majority Class
      X
      Certificateholder shall fail to provide investment instructions to the
      Securities Administrator, the amounts on deposit in the Basis Risk Shortfall
      Reserve Fund shall be held uninvested.

     

    (c)  For
      federal tax return and information reporting, the value of the right of the
      holders of the Senior Certificates and Subordinate Certificates
      to
      receive payments from the Basis Risk Shortfall Reserve Fund in respect of any
      Basis Risk Shortfall shall
      be
      zero dollars ($0.00).

     

    Section
      5.11  Supplemental
      Interest Trust.

     

    (a)  On
      the
      Closing Date, the Securities Administrator shall establish and maintain in
      the
      name of the Trustee a separate account for the benefit of the holders of the
      Publicly Offered Certificates and Class B Certificates (the “Supplemental
      Interest Trust”). The Supplemental Interest Trust shall be an Eligible Account,
      and funds on deposit therein shall be held separate and apart from, and shall
      not be commingled with, any other moneys, including, without limitation, other
      moneys of the Trustee or of the Securities Administrator held pursuant to this
      Agreement. 

     

    (b)  On
      each
      Distribution Date, the Securities Administrator shall deposit into the
      Supplemental Interest Trust amounts distributable to the Swap Provider by the
      Supplemental Interest Trust pursuant to Sections 5.04(a)(i)(1) and
      5.04(a)(iii)(25) of this Agreement. On each Distribution Date, the Securities
      Administrator shall distribute any such amounts to the Swap Provider pursuant
      to
      the Swap Agreement, first to pay any Net Swap Payment owed to the Swap Provider
      for such Distribution Date, and second to pay any Swap Termination Payment
      owed
      to the Swap Provider.

     

    (c)  On
      each
      Distribution Date, the Securities Administrator shall deposit into the
      Supplemental Interest Trust amounts received by it from the Swap Provider.
      On
      each Distribution Date, the Securities Administrator shall distribute from
      the
      Supplemental Interest Trust an amount equal to the amount of any Net Swap
      Payment received from the Swap Provider under the Swap Agreement, and make
      the
      distributions required under Section 5.04(b) of this Agreement.

     

    (d)  The
      Supplemental Interest Trust constitutes an “outside reserve fund” within the
      meaning of Treasury Regulation § 1.860G-2(h) and is not an asset of any REMIC.
      The Holders of the Class X Certificates shall be the beneficial owner of the
      Supplemental Interest Trust, subject to the power of the Securities
      Administrator to transfer amounts under this Agreement. The Securities
      Administrator shall keep records that accurately reflect the funds on deposit
      in
      the Supplemental Interest Trust. The Securities Administrator shall, at the
      written direction of the holder of the Majority Class X Certificateholder,
      invest amounts on deposit in the Supplemental Interest Trust in Permitted
      Investments. In the absence of written direction to the Securities Administrator
      from the Majority Class X Certificateholder, all funds in the Supplemental
      Interest Trust shall remain uninvested. On each Distribution Date, the
      Securities Administrator shall distribute, not in respect of any REMIC, any
      interest earned on the Supplemental Interest Trust to the Holders of the Class
      X
      Certificates.

     

    (e)  For
      federal income tax purposes, amounts paid to the Supplemental Interest Trust
      on
      each Distribution Date pursuant to Sections 5.04(a)(i)(1) and 5.04(a)(iii)(25)
      shall first be deemed paid to the Supplemental Interest Trust in respect of
      the
      Class IO Interest to the extent of the amount distributable on such Class IO
      Interest on such Distribution Date, and any remaining amount shall be deemed
      paid to the Supplemental Interest Trust in respect of a Class IO Distribution
      Amount. For federal income tax purposes, the Supplemental Interest Trust will
      be
      a disregarded entity.

     

    (f)  The
      Securities Administrator shall treat the Holders of Certificates (other than
      the
      Class P, Class X and Class R Certificates) as having entered into a notional
      principal contract with respect to the Holders of the Class X Certificates.
      Pursuant to each such notional principal contract, all Holders of Certificates
      (other than the Class P, Class X and Class R Certificates) shall be treated
      as
      having agreed to pay, on each Distribution Date, to the Holder of the Class
      X
      Certificates an aggregate amount equal to the excess, if any, of (i) the amount
      payable on such Distribution Date on the REMIC III Regular Interest ownership
      of
      which is represented by such Class of Certificates over (ii) the amount payable
      on such Class of Certificates on such Distribution Date (such excess, a “Class
      IO Distribution Amount”). A Class IO Distribution Amount payable from interest
      collections shall be allocated pro rata among such Certificates based on the
      amount of interest otherwise payable to such Certificates, and a Class IO
      Distribution Amount payable from principal collections shall be allocated to
      the
      most subordinate Class of such Certificates with an outstanding principal
      balance to the extent of such balance. In addition, pursuant to such notional
      principal contract, the Holder of the Class X Certificates shall be treated
      as
      having agreed to pay Basis Risk Shortfalls to the Holders of the Certificates
      (other than the Class X, Class P and Class R Certificates) in accordance with
      the terms of this Agreement. Any payments to such Certificates from amounts
      deemed received in respect of this notional principal contract shall not be
      payments with respect to a Regular Interest in a REMIC within the meaning of
      Code Section 860G(a)(1). However, any payment from the Certificates (other
      than
      the Class X, Class P and Class R Certificates) of a Class IO Distribution Amount
      shall be treated for tax purposes as having been received by the Holders of
      such
      Certificates in respect of the REMIC III Regular Interest ownership of which
      is
      represented by such Certificates, and as having been paid by such Holders to
      the
      Supplemental Interest Trust pursuant to the notional principal contract. Thus,
      each Certificate (other than the Class P Certificates and Class R Certificates)
      shall be treated as representing not only ownership of a Regular Interest in
      REMIC III, but also ownership of an interest in, and obligations with respect
      to, a notional principal contract.

     

    (g)  The
      Sponsor shall provide to the Securities Administrator the value of the right
      of
      the holders of the Senior and Subordinate Certificates to receive payments
      from
      the Supplemental Interest Trust for federal tax return and information reporting
      not later than the December 31, 2006.

     

    (h)  In
      the
      event that the Swap Agreement is terminated prior to the Distribution Date
      in
      June 2011, the Sponsor shall use reasonable efforts to appoint a successor
      swap
      provider using any Swap Termination Payments paid by the Swap Provider. If
      the
      Sponsor is unable to locate a qualified successor swap provider, any such Swap
      Termination Payments will be remitted to the Securities Administrator for
      payment to the holders of the Publicly Offered Certificates and Class B
      Certificates of amounts described in Section 5.11(c).

     

    Section
      5.12  Tax
      Treatment of Swap Payments and Swap Termination Payments.

     

    For
      federal income tax purposes, each holder of a Senior Certificate or Subordinate
      Certificate is deemed to own an undivided beneficial ownership interest in
      a
      REMIC regular interest and the right to receive payments from either the Basis
      Risk Shortfall Reserve Fund or the Supplemental Interest Trust in respect of
      any
      Basis Risk Shortfall Carry-Forward Amounts or the obligation to make payments
      to
      the Supplemental Interest Trust. For federal income tax purposes, the Securities
      Administrator will account for payments to each Senior Certificate and
      Subordinate Certificate as follows: each Senior Certificate and Subordinate
      Certificate will be treated as receiving their entire payment from REMIC III
      (regardless of any Swap Termination Payment or obligation under the Swap
      Agreement) and subsequently paying their portion of any Swap Termination Payment
      in respect of each such Class’ obligation under the Swap Agreement. In the event
      that any such Class is resecuritized in a REMIC, the obligation under the Swap
      Agreement to pay any such Swap Termination Payment (or any shortfall in Net
      Swap
      Payment), will be made by one or more of the REMIC Regular Interests issued
      by
      the resecuritization REMIC subsequent to such REMIC Regular Interest receiving
      its full payment from any such Senior Certificate and Subordinate
      Certificate.

     

    The
      REMIC
      Regular Interest corresponding to a Senior Certificate and Subordinate
      Certificate will be entitled to receive interest and principal payments at
      the
      times and in the amounts equal to those made on the certificate to which it
      corresponds, except that (i) the maximum interest rate of that REMIC regular
      interest will equal the Net Funds Cap computed for this purpose by limiting
      the
      Notional Amount of the Swap Agreement to the aggregate Stated Principal Balance
      of the Mortgage Loans and (ii) any Swap Termination Payment will be treated
      as
      being payable solely from amounts otherwise payable to the Class X Certificates.
      As a result of the foregoing, the amount of distributions and taxable income
      on
      the REMIC Regular Interest corresponding to a Senior Certificate and Subordinate
      Certificate may exceed the actual amount of distributions on the Senior
      Certificate and Subordinate Certificate.

     

    Section
      5.13  Reports
      Filed with Securities and Exchange Commission.

     

    (a)  (i)For
      so
      long as the Trust Fund is subject to Exchange Act reporting requirements, within
      fifteen (15) days after each Distribution Date (subject to permitted extensions
      under the Exchange Act), the Securities Administrator shall prepare and file
      on
      behalf of the Trust Fund any Form 10-D required by the Exchange Act, in form
      and
      substance as required by the Exchange Act. The Securities Administrator shall
      file each Form 10-D with a copy of the related Monthly Statement attached
      thereto. Any disclosure in addition to the Monthly Statement that is required
      to
      be included on Form 10-D (“Additional Form 10-D Disclosure”) shall be reported
      to the Depositor and the Securities Administrator by the entity indicated on
      Exhibit N and approved by the Depositor pursuant to the following paragraph.
      The
      Securities Administrator will have no duty or liability for any failure
      hereunder to determine or prepare any Additional Form 10-D Disclosure, except
      as
      set forth in the next paragraph. 

     

    (i)  As
      set
      forth on Exhibit N hereto, within five (5) calendar days after the related
      Distribution Date, (i) each Transaction Party shall be required to provide
      to
      the Securities Administrator and to the Depositor, to the extent known by a
      responsible officer thereof, in EDGAR-compatible form, or in such other form
      as
      otherwise agreed upon by the Securities Administrator and such party, the form
      and substance of any Additional Form 10-D Disclosure, if applicable, together
      with an Additional Disclosure Notification in the form of Exhibit H hereto
      (an
“Additional Disclosure Notification”) and (ii) the Depositor will approve, as to
      form and substance, or disapprove, as the case may be, the inclusion of the
      Additional Form 10-D Disclosure on Form 10-D. The Depositor will be responsible
      for any reasonable fees and expenses assessed or incurred by the Securities
      Administrator in connection with including any Additional Form 10-D Disclosure
      on Form 10-D pursuant to this paragraph. 

     

    (ii)  After
      preparing the Form 10-D, the Securities Administrator shall forward
      electronically a copy of the Form 10-D to the Depositor (provided that such
      Form
      10-D includes any Additional Form 10-D Disclosure). Within two (2) Business
      Days
      after receipt of such copy, but no later than the twelfth (12th) calendar day
      after the Distribution Date, the Depositor shall notify the Securities
      Administrator in writing (which may be furnished electronically) of any changes
      to or approval of such Form 10-D. In the absence of receipt of any written
      changes or approval, the Securities Administrator shall be entitled to assume
      that such Form 10-D is in final form and the Securities Administrator may
      proceed with the execution and filing of the Form 10-D. A duly authorized
      representative of the Master Servicer shall sign each Form 10-D. If a Form
      10-D
      cannot be filed on time or if a previously filed Form 10-D needs to be amended,
      the Securities Administrator will follow the procedures set forth in Section
      5.13(c)(ii). Promptly (but no later than one (1) Business Day) after filing
      with
      the Commission, the Securities Administrator will make available on its internet
      website a final executed copy of each Form 10-D filed by the Securities
      Administrator. Each party to this Agreement acknowledges that the performance
      by
      the Master Servicer and the Securities Administrator of its duties under this
      Section 5.13(a) related to the timely preparation, execution and filing of
      Form
      10-D is contingent upon such parties strictly observing all applicable deadlines
      in the performance of their duties as set forth in this Agreement. Neither
      the
      Master Servicer nor the Securities Administrator shall have any liability for
      any loss, expense, damage, claim arising out of or with respect to any failure
      to properly prepare, execute and/or timely file such Form 10-D, where such
      failure results from the Securities Administrator’s inability or failure to
      obtain or receive, on a timely basis, any information from any other party
      hereto needed to prepare, arrange for execution or file such Form 10-D, not
      resulting from its own negligence, bad faith or willful misconduct.

     

    (b)  (i)For
      so
      long as the Trust Fund is subject to Exchange Act reporting requirements, within
      four (4) Business Days after the occurrence of an event set forth on Exhibit
      N
      hereto or such other event requiring disclosure on Form 8-K (each such event,
      a
“Reportable
      Event”),
      or if
      requested by the Depositor, and subject to receipt of such information by the
      Securities Administrator from the entity indicated on Exhibit N as the
      responsible party for providing that information, the Securities Administrator
      shall prepare and file on behalf of the Trust Fund any Form 8-K, as required
      by
      the Exchange Act, provided
      that the
      Depositor shall file 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 other than the initial
      Form 8-K (“Form
      8-K Disclosure Information”)
      shall
      be reported by the parties set forth on Exhibit
      N
      to the
      Depositor and the Securities Administrator and directed and approved by the
      Depositor pursuant to the following paragraph and the Securities Administrator
      will have no duty or liability for any failure hereunder to determine or prepare
      any Form 8-K Disclosure Information or any Form 8-K, except as set forth in
      the
      next paragraph. 

     

    (ii)  As
      set
      forth on Exhibit N hereto, for so long as the Trust is subject to the Exchange
      Act reporting requirements, no later than the close of business (New York City
      time) on the second (2nd) Business Day after the occurrence of a Reportable
      Event (i) the parties to this transaction shall be required to provide to the
      Securities Administrator and to the Depositor, to the extent known by a
      responsible officer thereof, in EDGAR-compatible form, or in such other form
      as
      otherwise agreed upon by the Securities Administrator and such party, the form
      and substance of any Form 8-K Disclosure Information, if applicable, together
      with an Additional Disclosure Notification and (ii) the Depositor will approve,
      as to form and substance, or disapprove, as the case may be, the inclusion
      of
      the Form 8-K Disclosure Information. The Depositor will be responsible for
      any
      reasonable fees and expenses assessed or incurred by the Securities
      Administrator in connection with including any Form 8-K Disclosure Information
      on Form 8-K pursuant to this paragraph.

     

    (iii)  After
      preparing the Form 8-K, the Securities Administrator shall forward
      electronically a copy of the Form 8-K to the Depositor. Promptly, but no later
      than the close of business on the third (3rd) Business Day after the Reportable
      Event, the Depositor shall notify the Securities Administrator in writing (which
      may be furnished electronically) of any changes to or approval of such Form
      8-K.
      In the absence of receipt of any written changes or approval, the Securities
      Administrator shall be entitled to assume that such Form 8-K is in final form
      and the Securities Administrator may proceed with the execution and filing
      of
      the Form 8-K. A duly authorized representative of the Master Servicer shall
      sign
      each Form 8-K. If a Form 8-K cannot be filed on time or if a previously filed
      Form 8-K needs to be amended, the Securities Administrator will follow the
      procedures set forth in Section 5.13(c)(ii). Promptly (but no later than 1
      Business Day) after filing with the Commission, the Securities Administrator
      will, make available on its internet website a final executed copy of each
      Form
      8-K that it has filed. The parties to this Agreement acknowledge that the
      performance by the Master Servicer and the Securities Administrator of its
      duties under this Section 5.13(b) related to the timely preparation, execution
      and filing of Form 8-K is contingent upon such parties strictly observing all
      applicable deadlines in the performance of their duties under this Agreement.
      Neither the Master Servicer nor the Securities Administrator shall have any
      liability for any loss, expense, damage, claim arising out of or with respect
      to
      any failure to properly prepare, execute and/or timely file such Form 8-K,
      where
      such failure results from the Securities Administrator’s inability or failure to
      obtain or receive, on a timely basis, any information from any other party
      hereto needed to prepare, arrange for execution or file such Form 8-K, not
      resulting from its own negligence, bad faith or willful misconduct.

     

    (c)  (i)On
      or
      prior to January 30 of the first year in which the Securities Administrator
      is
      able to do so under applicable law, the Securities Administrator shall prepare
      and file a Form 15 Suspension Notification relating to the automatic suspension
      of reporting in respect of the Trust Fund under the Exchange Act.

     

    (ii)  In
      the
      event that the Securities Administrator is unable to timely file with the
      Commission all or any required portion of any Form 8-K, 10-D or 10-K required
      to
      be filed by this Agreement because required disclosure information was either
      not delivered to it or delivered to it after the delivery deadlines set forth
      in
      this Agreement or for any other reason, the Securities Administrator will
      promptly notify electronically the Depositor. In the case of Form 10-D and
      10-K,
      the parties to this Agreement will cooperate to prepare and file a Form 12b-25
      and a 10-D/A and 10-K/A as applicable, pursuant to Rule 12b-25 of the Exchange
      Act. In the case of Form 8-K, the Securities Administrator will, upon receipt
      of
      all required Form 8-K Disclosure Information and upon the approval and direction
      of the Depositor, include such disclosure information on the next Form 10-D.
      In
      the event that any previously filed Form 8-K, 10-D or 10-K needs to be amended
      in connection with any Additional Form 10-D Disclosure (other than for the
      purpose of restating any monthly report), Additional Form 10-K Disclosure or
      Form 8-K Disclosure Information, the Securities Administrator will
      electronically notify the Depositor and such other parties to the transaction
      as
      are affected by such amendment, and such parties will cooperate to prepare
      any
      necessary 8-K/A, 10-D/A or 10-K/A. Any Form 15, Form 12b-25 or any amendment
      to
      Form 8-K, 10-D or 10-K shall be signed by a duly authorized representative,
      or
      senior officer in charge of master servicing, as applicable, of the Master
      Servicer. The parties to this Agreement acknowledge that the performance by
      the
      Master Servicer and the Securities Administrator of its duties under this
      Section 5.12(c) related to the timely preparation, execution and filing of
      Form
      15, a Form 12b-25 or any amendment to Form 8-K, 10-D or 10-K is contingent
      upon
      each such party performing its duties under this Section. Neither the Master
      Servicer nor the Securities Administrator shall have any liability for any
      loss,
      expense, damage, claim arising out of or with respect to any failure to properly
      prepare, execute and/or timely file any such Form 15, Form 12b-25 or any
      amendments to Forms 8-K, 10-D or 10-K, where such failure results from the
      Securities Administrator’s inability or failure to obtain or receive, on a
      timely basis, any information from any other party hereto needed to prepare,
      arrange for execution or file such Form 15, Form 12b-25 or any amendments to
      Forms 8-K, 10-D or 10-K, not resulting from its own negligence, bad faith or
      willful misconduct.

     

    (d)  (i)For
      so
      long as the trust is subject to Exchange Act reporting requirements, within
      ninety (90) days after the end of each calendar year or such earlier date as
      may
      be required by the Exchange Act (the “10-K
      Filing Deadline”),
      (it
      being understood that the fiscal year for the trust ends on December 31 of
      each
      year) commencing in March 2007, the Securities Administrator shall prepare
      and
      file on behalf of the Trust Fund a Form 10-K, in form and substance as required
      by the Exchange Act. Each such Form 10-K shall include the following items,
      in
      each case to the extent they have been delivered to the Securities Administrator
      within the applicable time frames set forth in this Agreement, (i) an annual
      compliance statement for each Additional Servicer and Reporting Servicer other
      than any servicing function participant, as described under Section 3.13,
      (ii)(A) the annual reports on assessment of compliance with servicing criteria
      for each Reporting Servicer, as described under Section 3.14, and (B) if any
      Reporting Servicer’s report on assessment of compliance with servicing criteria
      described under Section 3.14 identifies any material instance of noncompliance,
      disclosure identifying such instance of noncompliance, or if any Servicing
      Function Participant’s report on assessment of compliance with servicing
      criteria described under Section 3.14 is not included as an exhibit to such
      Form
      10-K, disclosure that such report is not included and an explanation why such
      report is not included, (iii)(A) the registered public accounting firm
      attestation report for each Servicing Function Participant, as described under
      Section 3.14, and (B) if any registered public accounting firm attestation
      report described under Section 3.14 identifies any material instance of
      noncompliance, disclosure identifying such instance of noncompliance, or if
      any
      such registered public accounting firm attestation report is not included as
      an
      exhibit to such Form 10-K, disclosure that such report is not included and
      an
      explanation why such report is not included, and (iv) a Sarbanes-Oxley
      Certification as described in Section 3.18. Any disclosure or information in
      addition to (i) through (iv) above that is required to be included on Form
      10-K
      as set forth on Exhibit N under Form 10-K (“Additional
      Form 10-K Disclosure”)
      shall
      be reported to the Depositor and the Securities Administrator by the parties
      set
      forth on Exhibit N, and shall be approved by the Depositor pursuant to the
      following paragraph. The Securities Administrator will have no duty or liability
      for any failure hereunder to determine or prepare any Additional Form 10-K
      Disclosure, except as set forth in the next paragraph. 

     

    (ii)  As
      set
      forth on Exhibit N hereto, no later than March 15 of each year that the Trust
      is
      subject to the Exchange Act reporting requirements, commencing in 2007, (i)
      each
      Transaction Party shall be required to provide to the Securities Administrator
      and to the Depositor, to the extent known by a responsible officer thereof,
      in
      EDGAR-compatible form, or in such other form as otherwise agreed upon by the
      Securities Administrator and such party, the form and substance of any
      Additional Form 10-K Disclosure, if applicable, together with an Additional
      Disclosure Notification and (ii) the Depositor will approve, as to form and
      substance, or disapprove, as the case may be, the inclusion of the Additional
      Form 10-K Disclosure on Form 10-K. The Depositor will be responsible for any
      reasonable fees and expenses assessed or incurred by the Securities
      Administrator in connection with including any Additional Form 10-K Disclosure
      on Form 10-K pursuant to this paragraph.

     

    (iii)  After
      preparing the Form 10-K, the Securities Administrator shall forward
      electronically a copy of the Form 10-K to the Depositor. Within three (3)
      Business Days after receipt of such copy, but no later than March 25th, the
      Depositor shall notify the Securities Administrator in writing (which may be
      furnished electronically) of any changes to or approval of such Form 10-K.
      In
      the absence of receipt of any written changes or approval, the Securities
      Administrator shall be entitled to assume that such Form 10-K is in final form
      and the Securities Administrator may proceed with the execution and filing
      of
      the Form 10-K. A senior officer of the Master Servicer in charge of the master
      servicing function shall sign the Form 10-K. If a Form 10-K cannot be filed
      on
      time or if a previously filed Form 10-K needs to be amended, the Securities
      Administrator will follow the procedures set forth in Section 5.13(c)(ii).
      Promptly (but no later than one (1) Business Day) after filing with the
      Commission, the Securities Administrator will make available on its internet
      website a final executed copy of each Form 10-K to be filed by the Securities
      Administrator. The parties to this Agreement acknowledge that the performance
      by
      the Master Servicer and the Securities Administrator of its duties under this
      Section 5.13(d) related to the timely preparation, execution and filing of
      Form
      10-K is contingent upon such parties (and any Servicing Function Participant)
      strictly observing all applicable deadlines in the performance of their duties
      under this Section 5.13(d), Section 3.13, Section 3.14 and Section 3.18. Neither
      the Master Servicer nor the Securities Administrator shall have any liability
      for any loss, expense, damage or claim arising out of or with respect to any
      failure to properly prepare and/or timely file such Form 10-K, where such
      failure results from the Securities Administrator’s inability or failure to
      obtain or receive, on a timely basis, any information from any other party
      hereto needed to prepare, arrange for execution or file such Form 10-K, not
      resulting from its own negligence, bad faith or willful misconduct.

     

    (e)  The
      Master Servicer, the Depositor, the Custodian, the Sponsor and Securities
      Administrator shall indemnify and hold harmless the Depositor, the Trustee
      and
      their respective officers, directors and Affiliates from and against any losses,
      damages, penalties, fines, forfeitures, reasonable and necessary legal fees
      and
      related costs, judgments and other costs and expenses arising out of or based
      upon a breach of such party’s obligations under this Section 5.13 or such
      party’s negligence, bad faith or willful misconduct in connection therewith.


     

    Notwithstanding
      the provisions of Section 11.01, this Section 5.13 may be amended without the
      consent of the Certificateholders.

     

    (f)  Any
      notice required to be delivered by the Securities Administrator to the Depositor
      pursuant to this Sections 3.13, 3.14, 3.18 or 5.13 shall be delivered by the
      Securities Administrator by facsimile and electronic mail to Juliet Buck, Esq.
      at (646) 587-9817 and ,
      with a
      copy to John Graham at (646) 587-9592 and and
      a
      copy to N. Dante LaRocca at (646) 587-9804 and .

     

     

     


    
      
         

      

      
         

        
          

        

      

      
         

      

    


     

    ARTICLE
      VI


    THE
      CERTIFICATES

     

    Section
      6.01  The
      Certificates.

     

    (a)  The
      Certificates shall be substantially in the forms attached hereto as Exhibits
      A-1
      through A-6. The Certificates shall be issuable in registered form, in the
      minimum dollar denominations, integral dollar multiples in excess thereof
      (except that one Certificate of each Class may be issued in a different amount
      which must be in excess of the applicable minimum dollar denomination) and
      aggregate dollar denominations as set forth in the following table:

     

    


    
      	
              Class

            	 	
              Minimum
                Denomination

            	 	
              Integral
                Multiple in Excess of Minimum

            	 	
              Original
                Certificate Principal Balance

            	 	
              Pass-Through
                Rate

            
	
              A-1

            	 	
              $

            	
              100,000

            	 	
              $

            	
              1

            	 	
              $

            	
              316,881,000.00

            	 	
              Class
                A-1 Pass-Through Rate

            
	
              A-2

            	 	
              $

            	
              100,000

            	 	
              $

            	
              1

            	 	
              $

            	
              40,807,000.00

            	 	
              Class
                A-2 Pass-Through Rate

            
	
              A-3

            	 	
              $

            	
              100,000

            	 	
              $

            	
              1

            	 	
              $

            	
              93,357,000.00

            	 	
              Class
                A-3 Pass-Through Rate

            
	
              A-4

            	 	
              $

            	
              100,000

            	 	
              $

            	
              1

            	 	
              $

            	
              46,080,000.00

            	 	
              Class
                A-4 Pass-Through Rate

            
	
              M-1

            	 	
              $

            	
              100,000

            	 	
              $

            	
              1

            	 	
              $

            	
              21,180,000.00

            	 	
              Class
                M-1 Pass-Through Rate

            
	
              M-2

            	 	
              $

            	
              100,000

            	 	
              $

            	
              1

            	 	
              $

            	
              19,623,000.00

            	 	
              Class
                M-2 Pass-Through Rate

            
	
              M-3

            	 	
              $

            	
              100,000

            	 	
              $

            	
              1

            	 	
              $

            	
              11,524,000.00

            	 	
              Class
                M-3 Pass-Through Rate

            
	
              M-4

            	 	
              $

            	
              100,000

            	 	
              $

            	
              1

            	 	
              $

            	
              10,278,000.00

            	 	
              Class
                M-4 Pass-Through Rate

            
	
              M-5

            	 	
              $

            	
              100,000

            	 	
              $

            	
              1

            	 	
              $

            	
              9,344,000.00

            	 	
              Class
                M-5 Pass-Through Rate

            
	
              M-6

            	 	
              $

            	
              100,000

            	 	
              $

            	
              1

            	 	
              $

            	
              9,032,000.00

            	 	
              Class
                M-6 Pass-Through Rate

            
	
              M-7

            	 	
              $

            	
              100,000

            	 	
              $

            	
              1

            	 	
              $

            	
              8,721,000.00

            	 	
              Class
                M-7 Pass-Through Rate

            
	
              M-8

            	 	
              $

            	
              100,000

            	 	
              $

            	
              1

            	 	
              $

            	
              7,164,000.00

            	 	
              Class
                M-8 Pass-Through Rate

            
	
              M-9

            	 	
              $

            	
              100,000

            	 	
              $

            	
              1

            	 	
              $

            	
              4,672,000.00

            	 	
              Class
                M-9 Pass-Through Rate

            
	
              B-1

            	 	
              $

            	
              100,000

            	 	
              $

            	
              1

            	 	
              $

            	
              4,983,000.00

            	 	
              Class
                B-1 Pass-Through Rate

            
	
              B-2

            	 	
              $

            	
              100,000

            	 	
              $

            	
              1

            	 	
              $

            	
              5,606,000.00

            	 	
              Class
                B-2 Pass-Through Rate

            
	
              X

            	 	
              $

            	
              1

            	 	
              $

            	
              1

            	 	
              $

            	
              13,712,030.21

            	 	
              Class
                X Pass-Through Rate

            
	
              P

            	 	
              $

            	
              1

            	 	
              $

            	
              1

            	 	
              $

            	
              100.00

            	 	
              N/A

            
	
              R

            	 	 	
              N/A

            	 	
              N/A

            	 	 	
              N/A

            	 	
              N/A

            


    

    


     

    Upon
      original issue, the Certificates shall be executed and authenticated by the
      Securities Administrator and delivered by the Trustee to and upon the written
      order of the Depositor. The Certificates shall be executed by manual or
      facsimile signature on behalf of the Trust by the Securities Administrator
      by an
      authorized signatory. Certificates bearing the manual or facsimile signatures
      of
      individuals who were at any time the proper officers of the Securities
      Administrator shall bind the Trust, notwithstanding that such individuals or
      any
      of them have ceased to hold such offices prior to the authentication and
      delivery of such Certificates or did not hold such offices at the date of such
      Certificates. No Certificate shall be entitled to any benefit under this
      Agreement or be valid for any purpose, unless there appears on such Certificate
      a certificate of authentication substantially in the form provided herein
      executed by the Securities Administrator by manual signature, and such
      certificate of authentication shall be conclusive evidence, and the only
      evidence, that such Certificate has been duly authenticated and delivered
      hereunder. All Certificates shall be dated the date of their
      authentication.

     

    The
      Depositor shall provide, or cause to be provided, to the Securities
      Administrator on a continuous basis, an adequate inventory of Certificates
      to
      facilitate transfers.

     

    (b)  The
      Class
      X Certificates and Class P Certificates offered and sold to Qualified
      Institutional Buyers in reliance on Rule 144A under the Securities Act (“Rule
      144A”) will be issued in the form of Definitive Certificates.

     

    Section
      6.02  Certificate
      Register; Registration of Transfer and Exchange of Certificates.

     

    (a)  The
      Securities Administrator shall maintain, or cause to be maintained in accordance
      with the provisions of Section 6.09, a Certificate Register for the
      Certificates in which, subject to the provisions of subsections (b) and (c)
      below and to such reasonable regulations as it may prescribe, the Securities
      Administrator shall provide for the registration of Certificates and of
      Transfers and exchanges of Certificates as herein provided. Upon surrender
      for
      registration of Transfer of any Certificate, the Securities Administrator shall
      authenticate and deliver, in the name of the designated transferee or
      transferees, one or more new Certificates of the same Class and of like
      aggregate Percentage Interest.

     

    At
      the
      option of a Certificateholder, Certificates may be exchanged for other
      Certificates of the same Class in authorized denominations and evidencing the
      same aggregate Percentage Interest upon surrender of the Certificates to be
      exchanged at the office or agency of the Securities Administrator. Whenever
      any
      Certificates are so surrendered for exchange, the Securities Administrator
      shall
      execute, authenticate, and deliver the Certificates that the Certificateholder
      making the exchange is entitled to receive. Every Certificate presented or
      surrendered for registration of Transfer or exchange shall be accompanied by
      a
      written instrument of Transfer in form satisfactory to the Securities
      Administrator duly executed by the holder thereof or his attorney duly
      authorized in writing.

     

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

     

    All
      Certificates surrendered for registration of Transfer or exchange shall be
      canceled and subsequently destroyed by the Securities Administrator in
      accordance with the Securities Administrator’s customary
      procedures.

     

    (b)  No
      Transfer of a Private Certificate shall be made unless such Transfer is made
      pursuant to an effective registration statement under the Securities Act and
      any
      applicable state securities laws or is exempt from the registration requirements
      under the Securities Act and such state securities laws. In the event that
      a
      Transfer is to be made in reliance upon an exemption from the Securities Act
      and
      such laws, in order to assure compliance with the Securities Act and such laws,
      the Certificateholder desiring to effect such Transfer and such
      Certificateholder’s prospective transferee shall each certify to the Securities
      Administrator in writing the facts surrounding the Transfer in substantially
      the
      forms set forth in Exhibit E (the “Transferor Certificate”) and (x) deliver a
      letter in substantially the form of either Exhibit F (the “Investment Letter”)
      or Exhibit G (the “Rule 144A Letter”) or (y) there shall be delivered to the
      Securities Administrator an Opinion of Counsel, at the expense of the
      transferor, that such Transfer may be made pursuant to an exemption from the
      Securities Act, which Opinion of Counsel shall not be an expense of the
      Depositor, the Sponsor, the Securities Administrator, the Trustee or the Trust
      Fund. The Depositor shall provide to any Holder of a Private Certificate and
      any
      prospective transferee designated by any such Holder, information regarding
      the
      related Certificates and the Mortgage Loans and such other information as shall
      be necessary to satisfy the condition to eligibility set forth in Rule
      144A(d)(4) for Transfer of any such Certificate without registration thereof
      under the Securities Act pursuant to the registration exemption provided by
      Rule
      144A. The Securities Administrator shall cooperate with the Depositor in
      providing the Rule 144A information referenced in the preceding sentence,
      including providing to the Depositor such information regarding the
      Certificates, the Mortgage Loans and other matters regarding the Trust Fund
      as
      the Depositor shall reasonably request to meet its obligation under the
      preceding sentence. Each Holder of a Private Certificate desiring to effect
      such
      Transfer shall, and does hereby agree to, indemnify the Securities
      Administrator, the Depositor and the Sponsor against any liability that may
      result if the Transfer is not so exempt or is not made in accordance with such
      federal and state laws.

     

    If
      any
      such transfer of a Class B-1 Certificate or Class B-2 Certificate held by the
      related transferor and also to be held by the related transferee in the form
      of
      a Book-Entry Certificate is to be made without registration under the Securities
      Act, the transferor will be deemed to have made as of the transfer date each
      of
      the representations and warranties set forth on Exhibit J hereto in respect
      of
      such Class B-1 Certificate or Class B-2 Certificate and the transferee will
      be
      deemed to have made as of the transfer date each of the representations and
      warranties set forth on Exhibit G or Exhibit F hereto in respect of such Class
      B-1 Certificate or Class B-2 Certificate.

     

    No
      transfer of any Class B-1 Certificate or Class B-2 Certificate that is a
      Book-Entry Certificate or interest therein shall be made by any related
      Certificate Owner except (A) in the manner set forth in the preceding paragraph
      and in reliance on Rule 144A under the 1933 Act to a “qualified institutional
      buyer” that is acquiring such Book-Entry Certificate for its own account or for
      the account of another “qualified institutional buyer” or (B) in the manner set
      forth in the second preceding paragraph and in the form of a Definitive
      Certificate.

     

    If
      any
      Certificate Owner that is required under this Section 6.02(b) to transfer its
      Book-Entry Certificates in the form of Definitive Certificates, (i) notifies
      the
      Securities Administrator of such transfer or exchange and (ii) transfers such
      Book-Entry Certificates to the Securities Administrator, in its capacity as
      such, through the book-entry facilities of the Depository, then the Securities
      Administrator shall decrease the balance of such Book-Entry Certificates or,
      the
      Securities Administrator shall use reasonable efforts to cause the surrender
      to
      the Certificate Registrar of such Book-Entry Certificates by the Depository,
      and
      thereupon, the Securities Administrator shall execute, authenticate and deliver
      to such Certificate Owner or its designee one or more Definitive Certificates
      in
      authorized denominations and with a like aggregate principal
      amount.

     

    Subject
      to the provisions of this Section 6.02(b) governing registration of transfer
      and
      exchange, Class B-1 Certificates or Class B-2 Certificates (i) held as
      Definitive Certificates may be transferred in the form of Book-Entry
      Certificates in reliance on Rule 144A under the 1933 Act to one or more
“qualified institutional buyers” that are acquiring such Definitive Certificates
      for their own accounts or for the accounts of other “qualified institutional
      buyers” and (ii) held as Definitive Certificates by a “qualified institutional
      buyer” for its own account or for the account of another “qualified
      institutional buyer” may be exchanged for Book-Entry Certificates, in each case
      upon surrender of such Class B-1 Certificates or Class B-2 Certificates for
      registration of transfer or exchange at the offices of the Securities
      Administrator maintained for such purpose. Whenever any such Class B-1
      Certificates are so surrendered for transfer or exchange, either the Securities
      Administrator shall increase the balance of the related Book-Entry Certificates
      or the Securities Administrator shall execute, authenticate and deliver the
      Book-Entry Certificates for which such Class B-1 Certificates or Class B-2
      Certificates were transferred or exchanged, as necessary and appropriate. No
      Holder of Definitive Certificates other than a “qualified institutional buyer”
holding such Certificates for its own account or for the account of another
      “qualified institutional buyer” may exchange such Class B-1 Certificates or
      Class B-2 Certificates for Book-Entry Certificates. Further, any Certificate
      Owner of a Book-Entry Certificate other than any such “qualified institutional
      buyers” shall notify the Securities Administrator of its status as such and
      shall transfer such Book-Entry Certificate to the Securities Administrator,
      through the book-entry facilities of the Depository, whereupon, and also upon
      surrender to the Securities Administrator of such Book-Entry Certificate by
      the
      Depository, (which surrender the Securities Administrator shall use reasonable
      efforts to cause to occur), the Securities Administrator shall execute,
      authenticate and deliver to such Certificate Owner or such Certificate Owner’s
      nominee one or more Definitive Certificates in authorized denominations and
      with
      a like aggregate principal amount.

     

    No
      Transfer of an ERISA Restricted Certificate shall be made unless the Securities
      Administrator shall have received either (i) a representation from the
      transferee of such Certificate acceptable to and in form and substance
      satisfactory to the Securities Administrator to the effect that such transferee
      is not an employee benefit plan subject to Section 406 of ERISA and/or a
      plan subject to Section 4975 of the Code, or a Person acting on behalf of
      any such plan or using the assets of any such plan, or (ii) in the case of
      any
      such ERISA Restricted Certificate presented for registration in the name of
      an
      employee benefit plan subject to ERISA, or a plan subject to Section 4975
      of the Code (or comparable provisions of any subsequent enactments), or a
      trustee of any such plan or any other person acting on behalf of any such plan,
      an Opinion of Counsel satisfactory to the Securities Administrator for the
      benefit of the Securities Administrator, the Depositor and the Servicer and
      on
      which they may rely to the effect that the purchase and holding of such ERISA
      Restricted Certificate is permissible under applicable law, will not result
      in
      any prohibited transactions under ERISA or Section 4975 of the Code and
      will not subject the Securities Administrator, the Depositor, the Trustee or
      the
      Servicer to any obligation in addition to those expressly undertaken in this
      Agreement, which Opinion of Counsel shall not be an expense of the Securities
      Administrator, the Depositor, the Servicer or the Trustee. Notwithstanding
      anything else to the contrary herein, any purported transfer of an ERISA
      Restricted Certificate to or on behalf of an employee benefit plan subject
      to
      Section 406 of ERISA and/or a plan subject to Section 4975 of the Code
      other than in compliance with the foregoing shall be void and of no effect;
      provided that the restriction set forth in this sentence shall not be applicable
      if there has been delivered to the Securities Administrator an Opinion of
      Counsel meeting the requirements of clause (ii) of the first sentence of this
      paragraph. The Securities Administrator shall not be under any liability to
      any
      Person for any registration of transfer of any ERISA Restricted Certificate
      that
      is in fact not permitted by this Section 6.02(b) or for making any payments
      due on such Certificate to the Holder thereof or taking any other action with
      respect to such Holder under the provisions of this Agreement. The Securities
      Administrator shall be entitled, but not obligated, to recover from any Holder
      of any ERISA Restricted Certificate that was in fact an employee benefit plan
      subject to Section 406 of ERISA or a plan subject to Section 4975 of
      the Code or a Person acting on behalf of any such plan at the time it became
      a
      Holder or, at such subsequent time as it became such a plan or Person acting
      on
      behalf of such a plan, all payments made on such ERISA Restricted Certificate
      at
      and after either such time. Any such payments so recovered by the Securities
      Administrator shall be paid and delivered by the Securities Administrator to
      the
      last preceding Holder of such Certificate that is not such a plan or Person
      acting on behalf of a plan.

     

    For
      so
      long as the Supplemental Interest Trust is in existence, each beneficial owner
      of a Publicly Offered Certificate, Class B Certificate or any interest therein,
      shall be deemed to have represented, by virtue of its acquisition or holding
      of
      the Publicly Offered Certificate, Class B Certificate or interest therein,
      that
      either (i) it is not a Plan or (ii)(A) it is an accredited investor within
      the
      meaning of Prohibited Transaction Exemption 2002-41, as amended from time to
      time (the “Exemption”) and (B) the acquisition and holding of such Certificate
      and the separate right to receive payments from the Supplemental Interest Trust
      are eligible for the exemptive relief available under Prohibited Transaction
      Class Exemption (“PTCE”) 84-14 (for transactions by independent “qualified
      professional asset managers”), 91-38 (for transactions by bank collective
      investment funds), 90-1 (for transactions by insurance company pooled separate
      accounts), 95-60 (for transactions by insurance company general accounts) or
      96-23 (for transactions effected by “in-house asset managers”) in the case of a
      Publicly Offered Certificate, or PTCE 95-60 in the case of a Class B-2
      Certificate.

     

    Each
      beneficial owner of a Class M Certificate or a Class B Certificate or any
      interest therein that is acquired after the termination of the Supplemental
      Interest Trust shall be deemed to have represented, by virtue of its acquisition
      or holding of that certificate or interest therein, that either (i) it is not
      a
      Plan or investing with “Plan Assets”, (ii) in the case of a Certificate other
      than a Class B-2 Certificate, it has acquired and is holding such certificate
      in
      reliance on the Exemption, and that it understands that there are certain
      conditions to the availability of the Exemption, including that the certificate
      must be rated, at the time of purchase, not lower than “BBB-“ (or its
      equivalent) by S&P, Fitch or Moody’s, and the certificate is so rated or
      (iii) (1) it is an insurance company, (2) the source of funds used to acquire
      or
      hold the certificate or interest therein is an “insurance company general
      account,” as such term is defined in Prohibited Transaction Class Exemption
      (“PTCE”) 95-60 and (3) the conditions in Sections I and III of PTCE 95-60 have
      been satisfied.

     

    If
      any
      Certificate, or any interest therein, is acquired or held in violation of this
      section 6.02(b), the next preceding permitted beneficial owner will be treated
      as the beneficial owner of that Certificate, retroactive to the date of transfer
      to the purported beneficial owner. Any purported beneficial owner whose
      acquisition or holding of a Certificate, or interest therein, was effected
      in
      violation of this Section shall indemnify to the extent permitted by law and
      hold harmless the Depositor, the Sponsor, the Master Servicer, the Securities
      Administrator, the Servicer, the Underwriter and the Trustee from and against
      any and all liabilities, claims, costs or expenses incurred by such parties
      as a
      result of such acquisition or holding.

     

    (c)  (i)
      Each
      Person who has or who acquires any Ownership Interest in a Residual Certificate
      shall be deemed by the acceptance or acquisition of such Ownership Interest
      to
      have agreed to be bound by the following provisions, and the rights of each
      Person acquiring any Ownership Interest in a Residual Certificate are expressly
      subject to the following provisions:

     

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

     

    (B)  In
      connection with any proposed Transfer of any Ownership Interest in a Residual
      Certificate, the Trustee shall require delivery to it, and shall not register
      the Transfer of any Residual Certificate until its receipt of, an affidavit
      and
      agreement (a “Transfer Affidavit and Agreement,” in the form attached hereto as
      Exhibit B-3) from the proposed Transferee, in form and substance satisfactory
      to
      the Securities Administrator, representing and warranting, among other things,
      that such Transferee is a Permitted Transferee, that it is not acquiring its
      Ownership Interest in the Residual Certificate that is the subject of the
      proposed Transfer as a nominee, trustee or agent for any Person that is not
      a
      Permitted Transferee, that for so long as it retains its Ownership Interest
      in a
      Residual Certificate, it will endeavor to remain a Permitted Transferee, and
      that it has reviewed the provisions of this Section 6.02(c) and agrees to
      be bound by them.

     

    (C)  Notwithstanding
      the delivery of a Transfer Affidavit and Agreement by a proposed Transferee
      under clause (B) above, if an authorized officer of the Securities Administrator
      who is assigned to this transaction has actual knowledge that the proposed
      Transferee is not a Permitted Transferee, no Transfer of an Ownership Interest
      in a Residual Certificate to such proposed Transferee shall be
      effected.

     

    (D)  Each
      Person holding or acquiring any Ownership Interest in a Residual Certificate
      shall agree (x) to require a Transfer Affidavit and Agreement from any other
      Person to whom such Person attempts to transfer its Ownership Interest in a
      Residual Certificate and (Y) not to transfer its Ownership Interest unless
      it
      provides a Transferor Affidavit (in the form attached hereto as Exhibit B-2)
      to
      the Securities Administrator stating that, among other things, it has no actual
      knowledge that such other Person is not a Permitted Transferee.

     

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

     

    (ii)  The
      Securities Administrator will register the Transfer of any Residual Certificate
      only if it shall have received the Transfer Affidavit and Agreement and all
      of
      such other documents as shall have been reasonably required by the Securities
      Administrator as a condition to such registration. In addition, no Transfer
      of a
      Residual Certificate shall be made unless the Securities Administrator shall
      have received a representation letter from the Transferee of such Certificate
      to
      the effect that such Transferee is a Permitted Transferee.

     

    (iii)  (A)
      If any
      purported Transferee shall become a Holder of a Residual Certificate in
      violation of the provisions of this Section 6.02(c), then the last
      preceding Permitted Transferee shall be restored, to the extent permitted by
      law, to all rights as holder thereof retroactive to the date of registration
      of
      such Transfer of such Residual Certificate. The Securities Administrator shall
      be under no liability to any Person for any registration of Transfer of a
      Residual Certificate that is in fact not permitted by this Section 6.02(c)
      or for making any payments due on such Certificate to the holder thereof or
      for
      taking any other action with respect to such holder under the provisions of
      this
      Agreement.

     

    (B)  If
      any
      purported Transferee shall become a holder of a Residual Certificate in
      violation of the restrictions in this Section 6.02(c) and to the extent
      that the retroactive restoration of the rights of the holder of such Residual
      Certificate as described in clause (iii)(A) above shall be invalid, illegal
      or
      unenforceable, then the Securities Administrator shall have the right, without
      notice to the holder or any prior holder of such Residual Certificate, to sell
      such Residual Certificate to a purchaser selected by the Securities
      Administrator on such terms as the Securities Administrator may choose. Such
      purported Transferee shall promptly endorse and deliver each Residual
      Certificate in accordance with the instructions of the Securities Administrator.
      Such purchaser may be the Securities Administrator itself or any Affiliate
      of
      the Securities Administrator. The proceeds of such sale, net of the commissions
      (which may include commissions payable to the Securities Administrator or its
      Affiliates), expenses and taxes due, if any, will be remitted by the Securities
      Administrator to such purported Transferee. The terms and conditions of any
      sale
      under this clause (iii)(B) shall be determined in the sole discretion of the
      Securities Administrator, and the Securities Administrator shall not be liable
      to any Person having an Ownership Interest in a Residual Certificate as a result
      of its exercise of such discretion.

     

    (iv)  The
      Securities Administrator shall make available to the Internal Revenue Service
      and those Persons specified by the REMIC Provisions all information necessary
      to
      compute any tax imposed (A) as a result of the Transfer of an Ownership Interest
      in a Residual Certificate to any Person who is a Disqualified Organization,
      including the information described in Treasury regulations sections
      1.860D-1(b)(5) and 1.860E-2(a)(5) with respect to the “excess inclusions” of
      such Residual Certificate and (B) as a result of any regulated investment
      company, real estate investment trust, common trust fund, partnership, trust,
      estate or organization described in Section 1381 of the Code that holds an
      Ownership Interest in a Residual Certificate having as among its record holders
      at any time any Person which is a Disqualified Organization. Reasonable
      compensation for providing such information may be charged or collected by
      the
      Securities Administrator.

     

    (v)  The
      provisions of this Section 6.02(c) set forth prior to this subsection (v)
      may be modified, added to or eliminated, provided that there shall have been
      delivered to the Securities Administrator at the expense of the party seeking
      to
      modify, add to or eliminate any such provision the following:

     

    (A)  written
      notification from each Rating Agency to the effect that the modification,
      addition to or elimination of such provisions will not cause such Rating Agency
      to downgrade its then-current ratings of any Class of Certificates;
      and

     

    (B)  an
      Opinion of Counsel, in form and substance satisfactory to the Securities
      Administrator, to the effect that such modification of, addition to or
      elimination of such provisions will not cause any Trust REMIC to cease to
      qualify as a REMIC and will not cause any Trust REMIC, as the case may be,
      to be
      subject to an entity-level tax caused by the Transfer of any Residual
      Certificate to a Person that is not a Permitted Transferee or a Person other
      than the prospective transferee to be subject to a REMIC-tax caused by the
      Transfer of a Residual Certificate to a Person that is not a Permitted
      Transferee.

     

    (d)  Subject
      to the preceding subsections, upon surrender for registration of transfer of
      any
      Certificate at any office or agency of the Securities Administrator maintained
      for such purpose pursuant to Section 9.11, the Securities Administrator
      shall execute, authenticate and deliver, in the name of the designated
      Transferee or Transferees, one or more new Certificates of the same Class of
      a
      like aggregate Percentage Interest.

     

    (e)  At
      the
      option of the Holder thereof, any Certificate may be exchanged for other
      Certificates of the same Class with authorized denominations and a like
      aggregate Percentage Interest, upon surrender of such Certificate to be
      exchanged at any office or agency of the Securities Administrator maintained
      for
      such purpose pursuant to Section 9.11. Whenever any Certificates are so
      surrendered for exchange, the Securities Administrator shall execute,
      authenticate and deliver, the Certificates which the Certificateholder making
      the exchange is entitled to receive. Every Certificate presented or surrendered
      for transfer or exchange shall (if so required by the Securities Administrator)
      be duly endorsed by, or be accompanied by a written instrument of transfer
      in
      the form satisfactory to the Securities Administrator duly executed by, the
      Holder thereof or his attorney duly authorized in writing. In addition, with
      respect to each Class R Certificate, the holder thereof may exchange, in the
      manner described above, such Class R Certificate for three separate
      certificates, each representing such holder's respective Percentage Interest
      in
      the Class R-I Interest, the Class R-II Interest and the Class R-III Interest
      respectively, in each case that was evidenced by the Class R Certificate being
      exchanged.

     

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

     

    (g)  The
      preparation and delivery of all certificates and opinions referred to above
      in
      this Section 6.02 shall not be an expense of the Trust Fund, the Securities
      Administrator, the Depositor or the Sponsor.

     

    (h)  All
      Certificates surrendered for transfer and exchange shall be canceled and
      destroyed by the Securities Administrator in accordance with its customary
      procedures.

     

    Section
      6.03  Mutilated,
      Destroyed, Lost or Stolen Certificates.

     

    If
      (a)
      any mutilated Certificate is surrendered to the Securities Administrator, or
      the
      Securities Administrator receives evidence to its satisfaction of the
      destruction, loss or theft of any Certificate and of the ownership thereof
      and
      (b) there is delivered to the Securities Administrator such security or
      indemnity as may be required by them to save each of them harmless, then, in
      the
      absence of notice to the Securities Administrator that such Certificate has
      been
      acquired by a bona fide purchaser, the Securities Administrator shall execute,
      authenticate and deliver, in exchange for or in lieu of any such mutilated,
      destroyed, lost or stolen Certificate, a new Certificate of like Class, tenor
      and Percentage Interest. In connection with the issuance of any new Certificate
      under this Section 6.03, the Securities Administrator may require the
      payment of a sum sufficient to cover any tax or other governmental charge that
      may be imposed in relation thereto and any other expenses (including the fees
      and expenses of the Securities Administrator) connected therewith. Any
      replacement Certificate issued pursuant to this Section 6.03 shall
      constitute complete and indefeasible evidence of ownership in the Trust Fund,
      as
      if originally issued, whether or not the lost, stolen or destroyed Certificate
      shall be found at any time. All Certificates surrendered to the Securities
      Administrator under the terms of this Section 6.03 shall be canceled and
      destroyed by the Securities Administrator in accordance with its standard
      procedures without liability on its part.

     

    Section
      6.04  Persons
      Deemed Owners.

     

    The
      Depositor, the Servicer, the Trustee, the Master Servicer, the Securities
      Administrator and any of their agents may treat the person in whose name any
      Certificate is registered as the owner of such Certificate for the purpose
      of
      receiving distributions as provided in this Agreement and for all other purposes
      whatsoever, and none of the Depositor, the Servicer, the Trustee, the Master
      Servicer, the Securities Administrator nor any of their agents shall be affected
      by any notice to the contrary.

     

    Section
      6.05  Access
      to List of Certificateholders’ Names and Addresses.

     

    If
      three
      or more Certificateholders (a) request such information in writing from the
      Securities Administrator, (b) state that such Certificateholders desire to
      communicate with other Certificateholders with respect to their rights under
      this Agreement or under the Certificates, and (c) provide a copy of the
      communication that such Certificateholders propose to transmit or if the
      Depositor shall request such information in writing from the Securities
      Administrator, then the Securities Administrator shall, within ten Business
      Days
      after the receipt of such request, provide the Depositor or such
      Certificateholders at such recipients’ expense the most recent list of the
      Certificateholders of the Trust Fund held by the Securities Administrator,
      if
      any. The Depositor and every Certificateholder, by receiving and holding a
      Certificate, agree that the Securities Administrator shall not be held
      accountable by reason of the disclosure of any such information as to the list
      of the Certificateholders hereunder, regardless of the source from which such
      information was derived.

     

    Section
      6.06  Book-Entry
      Certificates.

     

    The
      Regular Certificates, upon original issuance, shall be issued in the form of
      one
      or more typewritten Certificates representing the Book- Entry Certificates,
      to
      be delivered to the Depository by or on behalf of the Depositor. Such
      Certificates shall initially be registered on the Certificate Register in the
      name of the Depository or its nominee, and no Certificate Owner of such
      Certificates will receive a definitive certificate representing such Certificate
      Owner’s interest in such Certificates, except as provided in Section 6.08.
      Unless and until definitive, fully registered Certificates (“Definitive
      Certificates”) have been issued to the Certificate Owners of such Certificates
      pursuant to Section 6.08:

     

    (a)  the
      provisions of this Section shall be in full force and effect;

     

    (b)  the
      Depositor and the Securities Administrator may deal with the Depository and
      the
      Depository Participants for all purposes (including the making of distributions)
      as the authorized representative of the respective Certificate Owners of such
      Certificates;

     

    (c)  registration
      of the Book-Entry Certificates may not be transferred by the Securities
      Administrator except to another Depository;

     

    (d)  the
      rights of the respective Certificate Owners of such Certificates shall be
      exercised only through the Depository and the Depository Participants and shall
      be limited to those established by law and agreements between the Owners of
      such
      Certificates and the Depository and/or the Depository Participants. Pursuant
      to
      the Depository Agreement, unless and until Definitive Certificates are issued
      pursuant to Section 6.08, the Depository will make book-entry transfers
      among the Depository Participants and receive and transmit distributions of
      principal and interest on the related Certificates to such Depository
      Participants;

     

    (e)  the
      Depository may collect its usual and customary fees, charges and expenses from
      its Depository Participants;

     

    (f)  the
      Depositor, the Servicer, the Trustee, the Master Servicer and the Securities
      Administrator may rely and shall be fully protected in relying upon information
      furnished by the Depository with respect to its Depository Participants;
      and

     

    (g)  to
      the
      extent that the provisions of this Section conflict with any other
      provisions of this Agreement, the provisions of this Section shall
      control.

     

    For
      purposes of any provision of this Agreement requiring or permitting actions
      with
      the consent of, or at the direction of, Certificateholders evidencing a
      specified percentage of the aggregate unpaid principal amount of any Class
      of
      Certificates, such direction or consent may be given by Certificate Owners
      (acting through the Depository and the Depository Participants) owning
      Book-Entry Certificates evidencing the requisite percentage of principal amount
      of such Class of Certificates.

     

    Section
      6.07  Notices
      to Depository.

     

    Whenever
      any notice or other communication is required to be given to Certificateholders
      of a Class with respect to which Book-Entry Certificates have been issued,
      unless and until Definitive Certificates shall have been issued to the related
      Certificate Owners, the Securities Administrator shall give all such notices
      and
      communications to the Depository.

     

    Section
      6.08  Definitive
      Certificates.

     

    If,
      after
      Book-Entry Certificates have been issued with respect to any Certificates,
      (a)
      the Depositor or the Depository advises the Securities Administrator that the
      Depository is no longer willing or able to discharge properly its
      responsibilities under the Depository Agreement with respect to such
      Certificates and the Securities Administrator or the Depositor is unable to
      locate a qualified successor, (b) the Depositor, at its sole option, advises
      the
      Securities Administrator that it elects to terminate the book-entry system
      with
      respect to such Certificates through the Depository or (c) after the occurrence
      and continuation of either of the events described in clauses (a) or (b) above,
      Certificate Owners of such Book-Entry Certificates having not less than fifty
      one percent (51%) of the Voting Rights evidenced by any Class of Book-Entry
      Certificates advise the Securities Administrator and the Depository in writing
      through the Depository Participants that the continuation of a book-entry system
      with respect to Certificates of such Class through the Depository (or its
      successor) is no longer in the best interests of the Certificate Owners of
      such
      Class, then the Securities Administrator shall notify all Certificate Owners
      of
      such Certificates, through the Depository, of the occurrence of any such event
      and of the availability of Definitive Certificates to applicable Certificate
      Owners requesting the same. The Depositor shall provide the Securities
      Administrator with an adequate inventory of certificates to facilitate the
      issuance and transfer of Definitive Certificates. Upon surrender to the
      Securities Administrator of any such Certificates by the Depository, accompanied
      by registration instructions from the Depository for registration, the
      Securities Administrator shall countersign and deliver such Definitive
      Certificates. Neither the Depositor nor the Securities Administrator shall
      be
      liable for any delay in delivery of such instructions and each may conclusively
      rely on, and shall be protected in relying on, such instructions. Upon the
      issuance of such Definitive Certificates, all references herein to obligations
      imposed upon or to be performed by the Depository shall be deemed to be imposed
      upon and performed by the Securities Administrator, to the extent applicable
      with respect to such Definitive Certificates and the Securities Administrator
      shall recognize the Holders of such Definitive Certificates as
      Certificateholders hereunder.

     

    Section
      6.09  Maintenance
      of Office or Agency.

     

    Certificates
      may be surrendered for registration of transfer or exchange at the applicable
      Corporate Trust Office of the Securities Administrator. The Securities
      Administrator will give prompt written notice to the Certificateholders of
      any
      change in such location of any such office or agency. 

     


    
      
         

      

      
         

        
          

        

      

      
         

        
        

      

    


     

    ARTICLE
      VII


    THE
      DEPOSITOR AND THE MASTER
      SERVICER

     

    Section
      7.01  Liabilities
      of the Depositor and the Master Servicer.

     

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

     

    Section
      7.02  Merger
      or Consolidation of the Depositor or the Master Servicer.

     

    (a)  Subject
      to subsection (b) below, the Depositor will keep in full force and effect its
      rights and franchises as a corporation under the laws of the jurisdiction of
      its
      incorporation. Subject to the following paragraph, the Master Servicer shall
      keep in full force and effect its existence, rights and franchises as a
      corporation under the laws of the jurisdiction of its formation. The Depositor
      and the Master Servicer each will obtain and preserve its qualification to
      do
      business as a foreign corporation in each jurisdiction in which such
      qualification is or shall be necessary to protect the validity and
      enforceability of this Agreement, the Certificates or any of the Loans and
      to
      perform its respective duties under this Agreement.

     

    (b)  The
      Depositor or the Master Servicer may be merged or consolidated, or any person
      resulting from any merger or consolidation to which the Depositor or the Master
      Servicer shall be a party, or any Person succeeding to the business of the
      Depositor or the Master Servicer shall be the successor of the Depositor or
      the
      Master Servicer hereunder, without the execution or filing of any paper or
      further act on the part of any of the parties hereto, anything herein to the
      contrary notwithstanding.

     

    Section
      7.03  Indemnification
      of Depositor and Servicing Function Participants.

     

    (a)  The
      Depositor agrees to indemnify the Indemnified Persons for, and to hold them
      harmless against, any loss, liability or expense (including reasonable legal
      fees and disbursements of counsel) incurred on their part that may be sustained
      in connection with, arising out of, or relating to, any claim or legal action
      (including any pending or threatened claim or legal action) relating to this
      Agreement or the Certificates (i) related to the Depositor’s failure to perform
      its duties in compliance with this Agreement (except as any such loss, liability
      or expense shall be otherwise reimbursable pursuant to this Agreement) or (ii)
      incurred by reason of the Depositor’s willful misfeasance, bad faith or gross
      negligence in the performance of duties hereunder or by reason of reckless
      disregard of obligations and duties hereunder. This indemnity shall survive
      the
      resignation and the termination of this Agreement.

     

    (b)  [Reserved].

     

    (c)  Each
      of
      the Depositor, Master Servicer, Securities Administrator and any Servicing
      Function Participant engaged by such party, respectively, shall indemnify and
      hold harmless the Master Servicer, the Securities Administrator and the
      Depositor, respectively, and each of its directors, officers, employees, agents,
      and affiliates from and against any and all claims, losses, damages, penalties,
      fines, forfeitures, reasonable legal fees and related costs, judgments and
      other
      costs and expenses arising out of or based upon (a) any breach by such party
      of
      any if its obligations under hereunder, including particularly its obligations
      to provide any Assessment of Compliance, Attestation Report, Compliance
      Statement or any information, data or materials required to be included in
      any
      1934 Act report, (b) any material misstatement or omission in any information,
      data or materials provided by such party (or, in the case of the Securities
      Administrator or Master Servicer, any material misstatement or material omission
      in (i) any Compliance Statement, Assessment of Compliance or Attestation Report
      delivered by it, or by any Servicing Function Participant engaged by it,
      pursuant to this Agreement, or (ii) any Additional Form 10-D Disclosure,
      Additional Form 10-K Disclosure or Form 8-K Disclosure concerning the Master
      Servicer or the Securities Administrator), or (c) the negligence, bad faith
      or
      willful misconduct of such indemnifying party in connection with its performance
      hereunder. If the indemnification provided for in this Section 11.03(e) is
      unavailable or insufficient to hold harmless the Master Servicer, the Securities
      Administrator or the Depositor, as the case may be, then each such party agrees
      that it shall contribute to the amount paid or payable by the Master Servicer,
      the Securities Administrator or the Depositor, as applicable, as a result of
      any
      claims, losses, damages or liabilities incurred by such party in such proportion
      as is appropriate to reflect the relative fault of the indemnified party on
      the
      one hand and the indemnifying party on the other. This indemnification shall
      survive the termination of this Agreement or the termination of any party to
      this Agreement.

     

    Section
      7.04  Limitations
      on Liability of the Depositor, the Securities Administrator, the Master
      Servicer, the Servicer and Others.

     

    Subject
      to the obligation of the Depositor to indemnify the Indemnified Persons pursuant
      to Section 7.03 and the Servicer’s indemnification obligations under the
      Servicing Agreement:

     

    (a)  None
      of
      the Depositor, the Securities Administrator, the Master Servicer or any of
      the
      directors, officers, employees or agents of the Depositor, the Securities
      Administrator, the Master Servicer and the Servicer shall be under any liability
      to the Indemnified Persons, the Trust Fund or the Certificateholders for taking
      any action or for refraining from taking any action in good faith pursuant
      to
      this Agreement or the Servicing Agreement, as applicable, or for errors in
      judgment; provided, however, that this provision shall not protect the
      Depositor, the Securities Administrator, the Master Servicer or any such Person
      against any breach of warranties, representations or covenants made herein
      or
      under the Servicing Agreement or against any specific liability imposed on
      any
      such Person pursuant hereto or against any liability which would otherwise
      be
      imposed by reason of such Person’s willful misfeasance, bad faith or gross
      negligence in the performance of duties or by reason of reckless disregard
      of
      obligations and duties hereunder or under the Servicing Agreement.

     

    (b)  The
      Depositor, the Securities Administrator, the Master Servicer, the Servicer
      and
      any director, officer, employee or agent of the Depositor, the Securities
      Administrator and the Master Servicer may rely in good faith on any document
      of
      any kind prima facie properly executed and submitted by any Person respecting
      any matters arising hereunder or under the Servicing Agreement.

     

    (c)  The
      Depositor, the Securities Administrator, the Master Servicer, the Servicer,
      the
      Trustee, the Custodian and any director, officer, employee or agent of the
      Depositor, the Securities Administrator, the Master Servicer, the Servicer,
      the
      Trustee or the Custodian shall be indemnified by the Trust Fund and held
      harmless thereby against any loss, liability or expense (including reasonable
      legal fees and disbursements of counsel) incurred on their part that may be
      sustained in connection with, arising out of, or relating to this Agreement,
      the
      Servicing Agreement, the Custodial Agreement or the Certificates (including
      any
      pending or threatened claim or legal action), other than (i) with respect to
      the
      Servicer, such loss, liability or expense related to the Servicer’s failure to
      perform its duties in compliance with the Servicing Agreement (except as any
      such loss, liability or expense shall be otherwise reimbursable pursuant to
      this
      Agreement) or, with respect to the Custodian, to the Custodian’s failure to
      perform its duties under the Custodial Agreement, (ii) with respect to the
      Servicer, any such loss, liability or expense incurred by reason of the
      Servicer’s willful misfeasance, bad faith or gross negligence in the performance
      of its duties under the Servicing Agreement or (iii) with respect to the
      Custodian, any such loss, liability or expense incurred by reason of the
      Custodian’s willful misfeasance, bad faith or gross negligence in the
      performance of its duties hereunder.

     

    (d)  The
      Depositor, the Securities Administrator, the Servicer or the Master Servicer
      shall not be under any obligation to appear in, prosecute or defend any legal
      action that is not incidental to its duties under this Agreement or the
      Servicing Agreement and that in its opinion may involve it in any expense or
      liability; provided, however, that each of the Depositor, the Securities
      Administrator, the Servicer and the Master Servicer may in its discretion,
      undertake any such action which it may deem necessary or desirable with respect
      to this Agreement and the Servicing Agreement and the rights and duties of
      the
      parties hereto and the interests of the Certificateholders hereunder and under
      the Servicing Agreement. In such event, the legal expenses and costs of such
      action and any liability resulting therefrom (except any loss, liability or
      expense incurred by reason of willful misfeasance, bad faith or gross negligence
      in the performance of duties hereunder or under the Servicing Agreement or
      by
      reason of reckless disregard of obligations and duties hereunder or under the
      Servicing Agreement) shall be expenses, costs and liabilities of the Trust
      Fund,
      and the Depositor, the Securities Administrator, the Servicer and the Master
      Servicer shall be entitled to be reimbursed therefor out of the Distribution
      Account as provided by Section 3.27 or Section 3.32, as applicable. Nothing
      in this Subsection 7.04(d) shall affect the Master Servicer’s obligation to take
      such actions as are necessary to ensure the servicing and administration of
      the
      Mortgage Loans pursuant to this Agreement.

     

    (e)  In
      taking
      or recommending any course of action pursuant to this Agreement, unless
      specifically required to do so pursuant to this Agreement, the Trustee shall
      not
      be required to investigate or make recommendations concerning potential
      liabilities which the Trust might incur as a result of such course of action
      by
      reason of the condition of the Mortgaged Properties.

     

    (f)  The
      Trustee shall not be liable for any acts or omissions of the Servicer, the
      Depositor or the Custodian.

     

    Section
      7.05  Reserved.

     

    Section
      7.06  Appointment
      of Special Servicer; Termination of the Servicer.

     

    (a)  The
      Sponsor may appoint a special servicer with respect to the Mortgage Loans.
      The
      Sponsor and the Servicer shall negotiate in good faith with any proposed special
      servicer with respect to the duties and obligations of such special servicer
      with respect to any such Mortgage Loan. Any subservicing agreement shall contain
      terms and provisions not inconsistent with this Agreement and shall obligate
      the
      special servicer to service such Mortgage Loans in accordance with Accepted
      Servicing Practices. The fee payable to the special servicer for the performance
      of such duties and obligations will be paid from the Servicing Fee collected
      by
      the Servicer with respect to each such Mortgage Loan and will be remitted to
      such special servicer by the Servicer. The Sponsor shall reimburse the Servicer
      for Servicing Fee shortfalls, if any, incurred as a result of the fee payable
      to
      such special servicer.

     

    (b)  If
      at any
      time the Sponsor retains or comes into possession of any servicing rights with
      respect to any of the Mortgage Loans, the Sponsor may, at its option, terminate
      the servicing responsibilities of the Servicer hereunder with respect to such
      Mortgage Loans without cause. No such termination shall become effective unless
      and until a successor to the Servicer shall have been appointed to service
      and
      administer the related Mortgage Loans pursuant to the terms and conditions
      of
      this Agreement. No appointment shall be effective unless (i) such Successor
      Servicer meets the eligibility criteria contained in Section 8.02, (ii) the
      Master Servicer shall have consented to such appointment, (iii) the Rating
      Agencies have been notified in writing of such appointment and such Successor
      Servicer meets the Minimum Servicing Requirements, (iv) such successor has
      agreed to assume the obligations of the Servicer hereunder to the extent of
      the
      related Mortgage Loans and (v) all amounts reimbursable to the terminated
      Servicer pursuant to the terms of this Agreement shall have been paid to the
      Servicer by the Successor Servicer appointed pursuant to the terms of this
      Section 7.06 or by the Sponsor including without limitation, all unpaid
      Servicing Fees accrued and unreimbursed Advances and Servicing Advances made
      by
      the terminated Servicer and all out-of-pocket expenses of the Servicer incurred
      in connection with the transfer of servicing to such successor. The Sponsor
      shall provide a copy of the agreement executed by such successor to the Trustee
      and the Master Servicer.

     

    Section
      7.07  Limitation
      on Resignation of the Master Servicer.

     

    The
      Master Servicer shall not resign from the obligations and duties hereby imposed
      on it except upon determination that its duties hereunder are no longer
      permissible under applicable law. Any such determination pursuant to the
      preceding sentence permitting the resignation of the Master Servicer shall
      be
      evidenced by an Opinion of Counsel to such effect obtained at the expense of
      the
      Master Servicer and delivered to the Trustee and the Rating Agencies. No
      resignation of the Master Servicer shall become effective until the Trustee
      or a
      successor Master Servicer meeting the criteria specified in Section 7.08
      shall have assumed the Master Servicer’s responsibilities, duties, liabilities
      (other than those liabilities arising prior to the appointment of such
      successor) and obligations under this Agreement.

     

    Section
      7.08  Assignment
      of Master Servicing.

     

    The
      Master Servicer may sell and assign its rights and delegate its duties and
      obligations in its entirety as Master Servicer under this Agreement; provided,
      however, that: (i) the purchaser or transferee accepting such assignment and
      delegation and assuming the obligations of the Master Servicer hereunder (a)
      shall have a net worth of not less than $15,000,000 (unless otherwise approved
      by each Rating Agency pursuant to clause (ii) below); (b) shall be reasonably
      satisfactory to the Trustee (as evidenced in a writing signed by the Trustee);
      and (c) shall execute and deliver to the Trustee an agreement, in form and
      substance reasonably satisfactory to the Trustee, which contains an assumption
      by such Person of the due and punctual performance and observance of each
      covenant and condition to be performed or observed by it as Master Servicer
      under this Agreement, any custodial agreement from and after the effective
      date
      of such agreement; (ii) each Rating Agency shall be given prior written notice
      of the identity of the proposed successor to the Master Servicer and each Rating
      Agency’s rating of the Certificates in effect immediately prior to such
      assignment, sale and delegation will not be downgraded, qualified or withdrawn
      as a result of such assignment, sale and delegation, as evidenced by a letter
      to
      such effect delivered to the Master Servicer and the Trustee; and (iii) the
      Master Servicer assigning the master servicing shall deliver to the Trustee
      an
      officer’s certificate and an Opinion of Independent counsel, each stating that
      all conditions precedent to such action under this Agreement have been completed
      and such action is permitted by and complies with the terms of this Agreement.
      No such assignment or delegation shall affect any liability of the Master
      Servicer arising out of acts or omissions prior to the effective date
      thereof.

     

    Section
      7.09  Rights
      of the Depositor in Respect of the Master Servicer.

     

    The
      Master Servicer shall afford the Depositor and the Trustee, upon reasonable
      notice, during normal business hours, access to all records maintained by the
      Master Servicer in respect of the Master Servicer’s rights and obligations
      hereunder and access to officers of the Master Servicer responsible for such
      obligations. Upon request, the Master Servicer shall furnish to the Depositor
      and the Trustee its most recent financial statements and such other information
      relating to the Master Servicer’s capacity to perform its obligations under this
      Agreement as it possesses. To the extent the Depositor and the trustee are
      informed that such information is not otherwise available to the public, the
      Depositor and the Trustee shall not disseminate any information obtained
      pursuant to the preceding two sentences without the Master Servicer’s written
      consent, except as required pursuant to this Agreement or to the extent that
      it
      is appropriate to do so (i) to its legal counsel, auditors, taxing authorities
      or other governmental agencies and the Certificateholders, (ii) pursuant to
      any
      law, rule, regulation, order, judgment, writ, injunction or decree of any court
      or governmental authority having jurisdiction over the Depositor and the Trustee
      or the Trust Fund, and in any case, the Depositor or the Trustee, (iii)
      disclosure of any and all information that is or becomes publicly known, or
      information obtained by the Trustee from sources other than the Depositor or
      the
      Master Servicer, (iv) disclosure as required pursuant to this Agreement or
      (v)
      disclosure of any and all information (A) in any preliminary or final offering
      circular, registration statement or contract or other document pertaining to
      the
      transactions contemplated by the Agreement approved in advance by the Depositor
      or the Master Servicer or (B) to any affiliate, independent or internal auditor,
      agent, employee or attorney of the Trustee having a need to know the same,
      provided that the Trustee advises such recipient of the confidential nature
      of
      the information being disclosed, shall use its best efforts to assure the
      confidentiality of any such disseminated non-public information. Nothing in
      this
      Section 7.09 shall limit the obligation of the Master Servicer to comply
      with any applicable law prohibiting disclosure of information regarding the
      Mortgagors and the failure of the Master Servicer to provide access as provided
      in this Section 7.09 as a result of such obligation shall not constitute a
      breach of this Section. Nothing in this Section 7.09 shall require the
      Master Servicer to collect, create, collate or otherwise generate any
      information that it does not generate in its usual course of business. The
      Master Servicer shall not be required to make copies of or ship documents to
      any
      party unless provisions have been made for the reimbursement of the costs
      thereof. The Depositor may, but is not obligated to, enforce the obligations
      of
      the Master Servicer under this Agreement and may, but is not obligated to,
      perform, or cause a designee to perform, any defaulted obligation of the Master
      Servicer under this Agreement or exercise the rights of the Master Servicer
      under this Agreement; provided that the Master Servicer shall not be relieved
      of
      any of its obligations under this Agreement by virtue of such performance by
      the
      Depositor or its designee. The Depositor shall not have any responsibility
      or
      liability for any action or failure to act by the Master Servicer and is not
      obligated to supervise the performance of the Master Servicer under this
      Agreement or otherwise.

     

     

     


    
      
         

      

      
         

        
          

        

      

      
         

      

    


     

    ARTICLE
      VIII


    DEFAULT;
      TERMINATION OF
      SERVICER
      AND MASTER SERVICER

     

    Section
      8.01  Events
      of Default.

     

    (a) In
      case
      one or more events of default by the Servicer under the Servicing Agreement
      (each, a “Servicer Default”) shall occur and be continuing, then, and in each
      and every such case, so long as a Servicer Default shall not have been remedied,
      the Master Servicer shall notify the Trustee and the Trustee, by notice in
      writing to the defaulting Servicer, shall with respect to a payment default
      by
      the Servicer pursuant to the Servicing Agreement and, upon the occurrence and
      continuance of any other Servicer Default, may, and, at the written direction
      of
      Certificateholders evidencing not less than 25% of the Voting Rights shall,
      in
      addition to whatever rights the Trustee on behalf of the Certificateholders
      may
      have under this Agreement and the Servicing Agreement and at law or equity
      to
      damages, including injunctive relief and specific performance, terminate all
      the
      rights and obligations of the defaulting Servicer under the Agreement and in
      and
      to the Mortgage Loans and the proceeds thereof without compensating the
      defaulting Servicer for the same with respect to a default by the Servicer.
      On
      or after the receipt by the defaulting Servicer of such written notice, all
      authority and power of the Servicer under the Servicing Agreement whether with
      respect to the Mortgage Loans or otherwise, shall pass to and be vested in
      the
      Trustee. Upon written request from the Trustee, the defaulting Servicer shall
      prepare, execute and deliver, any and all documents and other instruments,
      place
      in the Trustee’s (or its custodian’s) possession all Mortgage Files relating to
      the related Mortgage Loans, and do or accomplish all other acts or things
      necessary or appropriate to effect the purposes of such notice of termination,
      whether to complete the transfer and endorsement or assignment of the related
      Mortgage Loans and related documents, or otherwise, at the Servicer’s sole
      expense. The defaulting Servicer shall cooperate with the Trustee in effecting
      the termination of the Servicer’s responsibilities and rights under the
      Servicing Agreement including, without limitation, the transfer to such
      successor for administration by it of all cash amounts which shall at the time
      be credited by the defaulting Servicer to the Protected Account or thereafter
      received with respect to the related Mortgage Loans or any related REO Property
      (provided, however, that the defaulting Servicer shall continue to be entitled
      to receive all amounts accrued or owing to it under the Servicing Agreement
      on
      or prior to the date of such termination, whether in respect of Advances,
      Servicing Advances, accrued and unpaid Servicing Fees or otherwise. The Trustee
      shall not have knowledge of any Servicer Default unless a Responsible Officer
      of
      the Trustee has actual knowledge or unless written notice of the Servicer
      Default is received by the Trustee at its address for notice and such notice
      references the Certificates, the Trust Fund or this Agreement.

     

    (b) In
      case
      one or more of the following events of default by the Master Servicer (each,
      a
“Master Servicer Default”) shall occur and be continuing, that is to
      say:

     

    (i)  any
      failure on the part of the Master Servicer duly to observe or perform in any
      material respect any other of the covenants or agreements on the part of the
      Master Servicer contained in this Agreement, or the breach by the Master
      Servicer of any representation and warranty contained in Section 2.03,
      which continues unremedied for a period of thirty (30) days after the date
      on
      which written notice of such failure, requiring the same to be remedied, shall
      have been given to the Master Servicer by the Depositor or the Trustee or to
      the
      Master Servicer, the Depositor and the Trustee by the Holders of Certificates
      entitled to at least twenty-five percent (25%) of the Voting Rights;
      or

     

    (ii)  a
      decree
      or order of a court or agency or supervisory authority having jurisdiction
      in
      the premises in an involuntary case under any present or future federal or
      state
      bankruptcy, insolvency or similar law or the appointment of a conservator or
      receiver or liquidator in any insolvency, readjustment of debt, marshalling
      of
      assets and liabilities or similar proceeding, or for the winding-up or
      liquidation of its affairs, shall have been entered against the Master Servicer
      and such decree or order shall have remained in force undischarged or unstayed
      for a period of ninety (90) days; or

     

    (iii)  the
      Master 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 it or of or relating to
      all
      or substantially all of its property; or

     

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

     

    (v)  so
      long
      as the Trust Fund is subject to Exchange Act reporting requirements, failure
      by
      the Master Servicer to duly perform, within the required time period, its
      obligations under Sections 3.13, 3.14, 3.18 or 5.12, which default shall not
      be
      subject to notice or a cure period.

     

    If
      a
      Master Servicer Default shall occur, then, and in each and every such case,
      so
      long as such Master Servicer Default shall not have been remedied, the Depositor
      or the Trustee may, and at the written direction of the Holders of Certificates
      entitled to at least 51% of Voting Rights, the Trustee shall, by notice in
      writing to the Master Servicer (and to the Depositor if given by the Trustee
      or
      to the Trustee if given by the Depositor) with a copy to each Rating Agency,
      terminate all of the rights and obligations of the Master Servicer in its
      capacity as Master Servicer under this Agreement, to the extent permitted by
      law, and in and to the Mortgage Loans and the proceeds thereof. On or after
      the
      receipt by the Master Servicer of such written notice, all authority and power
      of the Master Servicer under this Agreement, whether with respect to the
      Certificates (other than as a Holder of any Certificate) or the Mortgage Loans
      or otherwise including, without limitation, the compensation payable to the
      Master Servicer under this Agreement, shall pass to and be vested in the Trustee
      pursuant to and under this Section, and, without limitation, the Trustee is
      hereby authorized and empowered, as attorney-in-fact or otherwise, to execute
      and deliver, on behalf of and at the expense of the Master Servicer, any and
      all
      documents and other instruments and to do or accomplish all other acts or things
      necessary or appropriate to effect the purposes of such notice of termination,
      whether to complete the transfer and endorsement or assignment of the Mortgage
      Loans and related documents, or otherwise. The Master Servicer agrees promptly
      (and in any event no later than ten Business Days subsequent to such notice)
      to
      provide the Trustee with all documents and records requested by it to enable
      it
      to assume the Master Servicer’s functions under this Agreement, and to cooperate
      with the Trustee in effecting the termination of the Master Servicer’s
      responsibilities and rights under this Agreement (provided, however, that the
      Master Servicer shall continue to be entitled to receive all amounts accrued
      or
      owing to it under this Agreement on or prior to the date of such termination
      and
      shall continue to be entitled to the benefits of Section 7.03,
      notwithstanding any such termination, with respect to events occurring prior
      to
      such termination). For purposes of this Section 8.01, the Trustee shall not
      be deemed to have knowledge of a Master Servicer Default unless a Responsible
      Officer of the Trustee assigned to and working in the Trustee’s Corporate Trust
      Office has actual knowledge thereof or unless written notice of any event which
      is in fact such a Master Servicer Default is received by the Trustee and such
      notice references the Certificates, the Trust or this Agreement. The Trustee
      shall promptly notify the Rating Agencies of the occurrence of a Master Servicer
      Default of which it has knowledge as provided above.

     

    To
      the
      extent that the costs and expenses of the Trustee related to the termination
      of
      the Master Servicer, appointment of a successor Master Servicer or the transfer
      and assumption of the master servicing by the Trustee (including, without
      limitation, (i) all legal costs and expenses and all due diligence costs and
      expenses associated with an evaluation of the potential termination of the
      Master Servicer as a result of a Master Servicer Default and (ii) all costs
      and
      expenses associated with the complete transfer of the master servicing,
      including all servicing files and all servicing data and the completion,
      correction or manipulation of such servicing data as may be required by the
      successor Master Servicer to correct any errors or insufficiencies in the
      servicing data or otherwise to enable the successor Master Servicer to master
      service the Mortgage Loans in accordance with this Agreement) are not fully
      and
      timely reimbursed by the terminated Master Servicer, the Trustee shall be
      entitled to reimbursement of such costs and expenses from the Distribution
      Account.

     

    Neither
      the Trustee nor any other successor master servicer shall be deemed to be in
      default hereunder by reason of any failure to make, or any delay in making,
      any
      distribution hereunder or any portion thereof or any failure to perform, or
      any
      delay in performing, any duties or responsibilities hereunder, in either case
      caused by the failure of the Master Servicer to deliver or provide, or any
      delay
      in delivering or providing, any cash, information, documents or records to
      it.

     

    Notwithstanding
      the above, the Trustee may, if it shall be unwilling to continue to so act,
      or
      shall, if it is unable to so act, petition a court of competent jurisdiction
      to
      appoint, or appoint on its own behalf, any established housing and home finance
      institution servicer, master servicer, servicing or mortgage servicing
      institution having a net worth of not less than $15,000,000 and meeting such
      other standards for a successor master servicer as are set forth in this
      Agreement, as the successor to such Master Servicer in the assumption of all
      of
      the responsibilities, duties or liabilities of a master servicer, like the
      Master Servicer.

     

    Section
      8.02  Trustee
      to Act; Appointment of Successor.

     

    On
      and
      after the time the Servicer receives a notice of termination pursuant to
      Section 8.01, the Trustee shall become the successor to the Servicer with
      respect to the transactions set forth or provided for herein and after a
      transition period (not to exceed 90 days), shall be subject to all the
      responsibilities, duties and liabilities relating thereto placed on the Servicer
      by the terms and provisions of the Servicing Agreement, including, the
      obligation to make Advances, except as otherwise provided herein; provided,
      however, that the Trustee’s obligation to make Advances in its capacity as
      Successor Servicer shall not be subject to such 90 day transition period and
      the
      Trustee will make any Advance required to be made by the terminated Servicer
      on
      the Distribution Date on which the terminated Servicer was required to make
      such
      Advance. Effective on the date of such notice of termination, as compensation
      therefor, the Trustee shall be entitled to all fees, costs and expenses relating
      to the Mortgage Loans that the terminated Servicer would have been entitled
      to
      if it had continued to act as Servicer under the Servicing Agreement, provided,
      however, that the Trustee shall not be (i) liable for any acts or omissions
      of
      the terminated Servicer, (ii) obligated to make Advances if it is prohibited
      from doing so under applicable law or determines that such Advance, if made,
      would constitute a Nonrecoverable Advance, (iii) responsible for expenses of
      the
      terminated Servicer or (iv) obligated to deposit losses on any Permitted
      Investment directed by the terminated Servicer. 

     

    Notwithstanding
      the foregoing, the Trustee may, if it shall be unwilling to so act, or shall,
      if
      it is prohibited by applicable law from making Advances pursuant to this
      Agreement or if it is otherwise unable to so act, appoint, or petition a court
      of competent jurisdiction to appoint, any established mortgage loan servicing
      institution the appointment of which does not adversely affect the then current
      rating of the Certificates by each Rating Agency as the successor to the
      Servicer under the Servicing Agreement in the assumption of all or any part
      of
      the responsibilities, duties or liabilities of the Servicer under the Servicing
      Agreement. Any Successor Servicer shall (i) be an institution that is a Fannie
      Mae and Freddie Mac approved seller/servicer in good standing, that has a net
      worth of at least $15,000,000 and (ii) be willing to act as Successor Servicer
      of the Mortgage Loans under the Servicing Agreement, and shall have executed
      and
      delivered to the Depositor and the Trustee an agreement accepting such
      delegation and assignment, that contains an assumption by such Person of the
      rights, powers, duties, responsibilities, obligations and liabilities of the
      terminated Servicer (other than any liabilities of the terminated Servicer
      hereof incurred prior to termination of the Servicer under the Servicing
      Agreement), with like effect as if originally named as a party to the Servicing
      Agreement, provided that each Rating Agency shall have acknowledged in writing
      that its rating of the Certificates in effect immediately prior to such
      assignment and delegation will not be qualified or reduced as a result of such
      assignment and delegation. If the Trustee assumes the duties and
      responsibilities of the terminated Servicer in accordance with this
      Section 8.02, the Master Servicer shall not resign as Servicer until a
      Successor Servicer has been appointed and has accepted such appointment. Pending
      appointment of a successor to the terminated Servicer hereunder, the Trustee,
      unless the Trustee is prohibited by law from so acting, shall act in such
      capacity as hereinabove provided. In connection with such appointment and
      assumption, the Trustee may make such arrangements for the compensation of
      such
      successor out of payments on the Mortgage Loans or otherwise as it and such
      successor shall agree; provided that no such compensation shall be in excess
      of
      that permitted the terminated Servicer under the Servicing Agreement. The
      Trustee and such successor shall take such action, consistent with this
      Agreement and the Servicing Agreement, as shall be necessary to effectuate
      any
      such succession. Neither the Trustee nor any other Successor Servicer shall
      be
      deemed to be in default hereunder by reason of any failure to make, or any
      delay
      in making, any distribution hereunder or any portion thereof or any failure
      to
      perform, or any delay in performing, any duties or responsibilities hereunder,
      in either case caused by the failure of the Servicer to deliver or provide,
      or
      any delay in delivering or providing, any cash, information, documents or
      records to it.

     

    The
      costs
      and expenses of the Trustee in connection with the termination of the Servicer,
      appointment of a Successor Servicer and, if applicable, any transfer of
      servicing, including, without limitation, all costs and expenses associated
      with
      the complete transfer of all servicing data and the completion, correction
      or
      manipulation of such servicing data as may be required by the Trustee to correct
      any errors or insufficiencies in the servicing data or otherwise to enable
      the
      Trustee or the Successor Servicer to service the related Mortgage Loans properly
      and effectively, to the extent not paid by the terminated Servicer as may be
      required herein shall be payable to the Trustee from the Distribution Account
      pursuant to Section 3.31. Any successor to the terminated Servicer as
      Successor Servicer under the Servicing Agreement shall give notice to the
      applicable Mortgagors of such change of the Servicer and shall, during the
      term
      of its service as Successor Servicer maintain in force the policy or policies
      that the terminated Servicer is required to maintain pursuant to the Servicing
      Agreement.

     

    On
      and
      after the time the Master Servicer receives a notice of termination, the Trustee
      shall be the successor in all respects to the Master Servicer (and, if
      applicable, the Securities Administrator) in its capacity as Master Servicer
      (and, if applicable, the Securities Administrator) under this Agreement and
      the
      transactions set forth or provided for herein, and all the responsibilities,
      duties and liabilities relating thereto and arising thereafter shall be assumed
      by the Trustee (except for any representations or warranties of the Master
      Servicer under this Agreement, the responsibilities, duties and liabilities
      contained in Section 2.3 and the obligation to deposit amounts in respect of
      losses pursuant to Section 3.22(c)) by the terms and provisions hereof. As
      compensation therefor, the Trustee shall be entitled to and all funds relating
      to the Loans, investment earnings on the Distribution Account and all other
      remuneration to which the Master Servicer would have been entitled if it had
      continued to act hereunder. Notwithstanding the above and subject to the
      immediately following paragraph, the Trustee may, if it shall be unwilling
      to so
      act, or shall, if it is unable to so act or if it is prohibited by law from
      making advances regarding delinquent mortgage loans or if the Holders of
      Certificates evidencing, in aggregate, not less than 51% of the Certificate
      Principal Balance of the Certificates so request in writing promptly appoint
      or
      petition a court of competent jurisdiction to appoint, an established mortgage
      loan servicing institution acceptable to each Rating Agency and having a net
      worth of not less than $25,000,000, as the successor to the Master Servicer
      under this Agreement in the assumption of all or any part of the
      responsibilities, duties or liabilities of the Master Servicer under this
      Agreement.

    


    No
      appointment of a successor to the Master Servicer (and, if applicable, the
      Securities Administrator) under this Agreement shall be effective until the
      assumption by the successor of all of the Master Servicer’s (and, if applicable,
      the Securities Administrator’s) responsibilities, duties and liabilities
      hereunder. In connection with such appointment and assumption described herein,
      the Trustee may make such arrangements for the compensation of such successor
      out of payments on Loans as it and such successor shall agree; provided,
      however, that no such compensation shall be in excess of that permitted the
      Master Servicer (and, if applicable, the Securities Administrator) as such
      hereunder. The Depositor, the Trustee and such successor shall take such action,
      consistent with this Agreement, as shall be necessary to effectuate any such
      succession. Pending appointment of a successor to the Master Servicer (and,
      if
      applicable, the Securities Administrator) under this Agreement, the Trustee
      shall act in such capacity as hereinabove provided. The transition costs and
      expenses incurred by the Trustee in connection with the replacement of the
      Master Servicer (and, if applicable, the Securities Administrator) shall be
      reimbursed out of the Trust Fund.

    


    Section
      8.03  Notification
      to Certificateholders.

     

    (a)  Upon
      any
      termination of or appointment of a successor to the Servicer or the Master
      Servicer, the Trustee shall give prompt written notice thereof to
      Certificateholders and to each Rating Agency.

     

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

     

    Section
      8.04  Waiver
      of Servicer Defaults and Master Servicer Defaults.

     

    The
      Trustee may waive only by written notice from Certificateholders evidencing
      66-2/3 of the Voting Rights (unless such default materially and adversely
      affects all Certificateholders, in which case the written direction shall be
      from all of the Certificateholders) any default by the Servicer or Master
      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 Servicer Default or Master Servicer Default arising therefrom shall be
      deemed to have been remedied for every purpose of this Agreement. No such waiver
      shall extend to any subsequent or other default or impair any right consequent
      thereon except to the extent expressly so waived in writing.

     

     

     


    
      
         

      

      
         

        
          

        

      

      
         

      

    


     

    ARTICLE
      IX


    CONCERNING
      THE TRUSTEE AND SECURITIES ADMINISTRATOR

     

    Section
      9.01  Duties
      of Trustee and Securities Administrator.

     

    (a)  The
      Trustee, prior to the occurrence of a Servicer Default or Master Servicer
      Default, and after the curing or waiver of all Servicer Defaults or Master
      Servicer Defaults, which may have occurred, and the Securities Administrator
      each undertake to perform such duties and only such duties as are specifically
      set forth in this Agreement as duties of the Trustee and the Securities
      Administrator, respectively. If a Servicer Default or Master Servicer Default
      has occurred and has not been cured or waived, the Trustee shall exercise such
      of the rights and powers vested in it by this Agreement, and use the same degree
      of care and skill in their exercise, as a prudent person would exercise or
      use
      under the circumstances in the conduct of such Person’s own affairs. Any
      permissive right of the Trustee enumerated in this Agreement shall not be
      construed as a duty.

     

    (b)  Each
      of
      the Trustee and the Securities Administrator, upon receipt of all resolutions,
      certificates, statements, opinions, reports, documents, orders or other
      instruments furnished to it, which are specifically required to be furnished
      pursuant to any provision of this Agreement, shall examine them to determine
      whether they conform to the requirements of this Agreement. If any such
      instrument is found not to conform to the requirements of this Agreement in
      a
      material manner, the Trustee or the Securities Administrator, as the case may
      be, shall take such action as it deems appropriate to have the instrument
      corrected, and if the instrument is not corrected to its satisfaction, the
      Securities Administrator will provide notice to the Trustee thereof and the
      Trustee will provide notice to the Certificateholders.

     

    (c)  The
      Trustee shall promptly remit to the Servicer any complaint, claim, demand,
      notice or other document (collectively, the “Notices”) delivered to the Trustee
      as a consequence of the assignment of any Mortgage Loan hereunder and relating
      to the servicing of the Mortgage Loans; provided than any such notice (i) is
      delivered to the Trustee at its Corporate Trust Office, (ii) contains
      information sufficient to permit the Trustee to make a determination that the
      real property to which such document relates is a Mortgaged Property. The
      Trustee shall have no duty hereunder with respect to any Notice it may receive
      or which may be alleged to have been delivered to or served upon it unless
      such
      Notice is delivered to it or served upon it at its Corporate Trust Office and
      such Notice contains the information required pursuant to clause (ii) of the
      preceding sentence.

     

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

     

    (i)  Prior
      to
      the occurrence of a Servicer Default or Master Servicer Default and after the
      curing or waiver of all such Servicer Defaults or Master Servicer Defaults
      which
      may have occurred with respect to the Trustee and at all times with respect
      to
      the Securities Administrator, the duties and obligations of the Trustee and
      the
      Securities Administrator shall be determined solely by the express provisions
      of
      this Agreement, neither the Trustee nor the Securities Administrator shall
      be
      liable except for the performance of its duties and obligations as are
      specifically set forth in this Agreement, no implied covenants or obligations
      shall be read into this Agreement against the Trustee or the Securities
      Administrator and, in the absence of bad faith on the part of the Trustee or
      the
      Securities Administrator, respectively, the Trustee or the Securities
      Administrator, respectively, may conclusively rely and shall be fully protected
      in acting or refraining from acting, as to the truth of the statements and
      the
      correctness of the opinions expressed therein, upon any certificates or opinions
      furnished to the Trustee or the Securities Administrator, respectively, that
      conform to the requirements of this Agreement;

     

    (ii)  Neither
      the Trustee nor the Securities Administrator shall be liable in its individual
      capacity for an error of judgment made in good faith by a Responsible Officer
      or
      Responsible Officers of the Trustee or an officer or officers of the Securities
      Administrator, respectively, unless it shall be proved that the Trustee or
      Securities Administrator, respectively, was negligent in ascertaining the
      pertinent facts;

     

    (iii)  Neither
      the Trustee nor the Securities Administrator shall be liable with respect to
      any
      action taken, suffered or omitted to be taken by it in good faith and believed
      by it to be authorized or within the rights or powers conferred upon it by
      this
      Agreement or in accordance with the directions of the Holders of Certificates
      evidencing not less than 25% of the aggregate Voting Rights of the Certificates,
      if such action or non-action relates to the time, method and place of conducting
      any proceeding for any remedy available to the Trustee or the Securities
      Administrator or exercising any trust or other power conferred upon the Trustee
      or the Securities Administrator under this Agreement;

     

    (iv)  The
      Trustee shall not be required to take notice or be deemed to have notice or
      knowledge of any default, Servicer Default or Master Servicer Default unless
      a
      Responsible Officer of the Trustee shall have actual knowledge thereof. In
      the
      absence of such notice, the Trustee may conclusively assume there is no such
      default or Master Servicer Default;

     

    (v)  The
      Trustee shall not in any way be liable by reason of any insufficiency in any
      Account held by or in the name of Trustee unless it is determined by a court
      of
      competent jurisdiction that the Trustee’s gross negligence or willful misconduct
      was the primary cause of such insufficiency (except to the extent that the
      Trustee is obligor and has defaulted thereon);

     

    (vi)  Anything
      in this Agreement to the contrary notwithstanding, in no event shall the Trustee
      or the Securities Administrator be liable for special, indirect, punitive or
      consequential loss or damage of any kind whatsoever (including but not limited
      to lost profits), even if the Trustee or the Securities Administrator has been
      advised of the likelihood of such loss or damage and regardless of the form
      of
      action and whether or not any such damages were foreseeable or contemplated;
      and

     

    (vii)  None
      of
      the Sponsor, the Depositor or the Trustee shall be responsible for the acts
      or
      omissions of the other, it being understood that this Agreement shall not be
      construed to render them partners, joint venturers or agents of one
      another.

     

    Neither
      the Trustee nor the Securities Administrator shall be required to expend or
      risk
      its own funds or otherwise incur liability, financial or otherwise, in the
      performance of any of its duties hereunder, or in the exercise of any of its
      rights or powers, if there is reasonable ground for believing that the repayment
      of such funds or adequate indemnity against such risk or liability is not
      reasonably assured to it, and none of the provisions contained in this Agreement
      shall in any event require the Trustee or the Securities Administrator to
      perform, or be responsible for the manner of performance of, any of the
      obligations of the terminated Servicer or Master Servicer
      hereunder.

     

    (e)  All
      funds
      received by the Securities Administrator and required to be deposited in the
      Distribution Account pursuant to this Agreement will be promptly so deposited
      by
      the Securities Administrator.

     

    Section
      9.02  Certain
      Matters Affecting the Trustee and Securities Administrator.

     

    (a)  Except
      as
      otherwise provided in Section 9.01:

     

    (i)  The
      Trustee and the Securities Administrator may conclusively rely and shall be
      fully protected in acting or refraining from acting in reliance on any
      resolution or certificate of the Sponsor, the Depositor or the Servicer, any
      certificates of auditors or any other certificate, statement, instrument,
      opinion, report, notice, request, consent, order, appraisal, bond or other
      paper
      or document believed by it to be genuine and to have been signed or presented
      by
      the proper party or parties;

     

    (ii)  The
      Trustee and the Securities Administrator may consult with counsel and any advice
      of such counsel or any Opinion of Counsel shall be full and complete
      authorization and protection with respect to any action taken or suffered or
      omitted by it hereunder in good faith and in accordance with such advice or
      Opinion of Counsel:

     

    (iii)  Neither
      the Trustee nor the Securities Administrator shall be under any obligation
      to
      exercise any of the trusts or powers vested in it by this Agreement, other
      than
      its obligation to give notices pursuant to this Agreement, or to institute,
      conduct or defend any litigation hereunder or in relation hereto at the request,
      order or direction of any of the Certificateholders pursuant to the provisions
      of this Agreement, unless such Certificateholders shall have offered to the
      Trustee or the Securities Administrator, as the case may be, reasonable security
      or indemnity satisfactory to it against the costs, expenses and liabilities
      which may be incurred therein or thereby. Nothing contained herein shall,
      however, relieve the Trustee of the obligation, upon the occurrence of a
      Servicer Default or Master Servicer Default of which a Responsible Officer
      of
      the Trustee has actual knowledge (which has not been cured or waived), to
      exercise such of the rights and powers vested in it by this Agreement, and
      to
      use the same degree of care and skill in their exercise, as a prudent person
      would exercise or use under the circumstances in the conduct of his own
      affairs;

     

    (iv)  Neither
      the Trustee nor the Securities Administrator shall be liable in its individual
      capacity for any action taken, suffered or omitted by it in good faith and
      believed by it to be authorized or within the discretion or rights or powers
      conferred upon it by this Agreement;

     

    (v)  Prior
      to
      the occurrence of a Servicer Default or Master Servicer Default hereunder and
      after the curing or waiver of all Servicer Defaults or Master Servicer Defaults
      which may have occurred with respect to the Trustee and at all times with
      respect to the Securities Administrator, neither the Trustee nor the Securities
      Administrator shall be bound to make any investigation into the facts or matters
      stated in any resolution, certificate, statement, instrument, opinion, report,
      notice, request, consent, order, approval, bond or other paper or document,
      unless requested in writing to do so by Holders of Certificates evidencing
      not
      less than 25% of the aggregate Voting Rights of the Certificates and provided
      that the payment within a reasonable time to the Trustee or the Securities
      Administrator of the costs, expenses or liabilities likely to be incurred by
      it
      in the making of such investigation is, in the opinion of the Trustee or the
      Securities Administrator, as applicable, not reasonably assured to the Trustee
      or the Securities Administrator, as applicable, by the security afforded to
      it
      by the terms of this Agreement, the Trustee or the Securities Administrator,
      as
      applicable, may require reasonable indemnity against such expense or liability
      as a condition to taking any such action. The reasonable expense of every such
      examination shall be paid by the Certificateholders requesting the
      investigation;

     

    (vi)  The
      Trustee may execute any of the trusts or powers hereunder or perform any duties
      hereunder either directly or through Affiliates, nominees, custodians, agents
      or
      attorneys. The Trustee shall not be liable or responsible for the misconduct
      or
      negligence of any of the Trustee’s agents or attorneys or paying agent appointed
      hereunder by the Trustee with due care;

     

    (vii)  Should
      the Trustee deem the nature of any action required on its part to be unclear,
      the Trustee may require prior to such action that it be provided by the
      Depositor with reasonable further instructions; the right of the Trustee to
      perform any discretionary act enumerated in this Agreement shall not be
      construed as a duty, and the Trustee shall not be accountable for other than
      its
      gross negligence or willful misconduct in the performance of any such
      act;

     

    (viii)  The
      Trustee shall not be required to give any bond or surety with respect to the
      execution of the trust created hereby or the powers granted
      hereunder;

     

    (ix)  The
      Trustee shall not have any duty to conduct any affirmative investigation as
      to
      the occurrence of any condition requiring the repurchase of any Mortgage Loan
      by
      any Person pursuant to this Agreement, or the eligibility of any Mortgage Loan
      for purposes of this Agreement;

     

    (x)  The
      Trustee shall have no duty hereunder with respect to any complaint, claim,
      demand, notice or other document it may receive or which may be alleged to
      have
      been delivered or served upon it by the parties as a consequence of the
      assignment of any Mortgage Loan hereunder; provided, however that the Trustee
      shall promptly remit to the Servicer upon receipt any such complaint, claim,
      demand, notice or other document (i) which is delivered to the Trustee at is
      Corporate Trust Office, (ii) of which a Responsible Officer has actual knowledge
      and (iii) which contains information sufficient to permit the Trustee to make
      a
      determination that the real property to which such document relates is a
      Mortgaged Property;

     

    (xi)  The
      Trustee is hereby directed by the Depositor to execute the Swap
      Agreement on
      behalf
      of the Supplemental Interest Trust, in the form presented to it by the Depositor
      and shall have no responsibility for the contents of the Swap Agreement,
      including, without limitation, the representations and warranties contained
      therein. Any funds payable by the Securities Administrator, on behalf of the
      Trustee, under the Swap Agreement at closing shall be paid by the Depositor;
      

     

    (xii)  None
      of
      the Securities Administrator, the Master Servicer, the Servicer, the Sponsor,
      the Depositor, the Custodian or the Trustee shall be responsible for the acts
      or
      omissions of the others or of the Swap Provider, it being understood that this
      Agreement shall not be construed to render them partners, joint venturers or
      agents of one another; and

     

    (xiii)  The
      permissive rights of the Trustee enumerated herein shall not be construed as
      duties.

     

    Section
      9.03  Trustee
      and Securities Administrator not Liable for Certificates or Mortgage
      Loans.

     

    The
      recitals contained herein and in the Certificates (other than the signature
      of
      the Securities Administrator, the authentication of the Securities Administrator
      on the Certificates, the acknowledgements of the Trustee contained in Article
      II
      and the representations and warranties of the Trustee in Section 9.12)
      shall be taken as the statements of the Depositor, and neither the Trustee
      nor
      the Securities Administrator assumes any responsibility for their correctness.
      Neither the Trustee nor the Securities Administrator makes any representations
      or warranties as to the validity or sufficiency of this Agreement (other than
      as
      specifically set forth in Section 9.12), the Swap Agreement, the
      Certificates (other than the signature of the Securities Administrator and
      authentication of the Securities Administrator on the Certificates) or of any
      Mortgage Loan except as expressly provided in Sections 2.02. The Securities
      Administrator’s signature and authentication (or authentication of its agent) on
      the Certificates shall be solely in its capacity as Securities Administrator
      and
      shall not constitute the Certificates an obligation of the Securities
      Administrator in any other capacity. The Trustee and the Securities
      Administrator shall not be accountable for the use or application by the
      Depositor of any of the Certificates or of the proceeds of such Certificates,
      or
      for the use or application of any funds paid to the Depositor with respect
      to
      the Mortgage Loans.

     

    Section
      9.04  Trustee
      and Securities Administrator May Own Certificates.

     

    Each
      of
      the Trustee and the Securities Administrator in its individual capacity or
      in
      any other capacity other than as Trustee or Securities Administrator hereunder
      may become the owner or pledgee of any Certificates and may transact business
      with other interested parties and their Affiliates with the same rights it
      would
      have if it were not the Trustee or the Securities Administrator.

     

    Section
      9.05  Fees
      and Expenses of Trustee and Securities Administrator.

     

    The
      fees
      of the Trustee and the Securities Administrator hereunder shall be paid in
      accordance with a side letter agreement with the Master Servicer and at the
      sole
      expense of the Master Servicer. In addition, the Trustee, the Securities
      Administrator, the Custodian and any director, officer, employee or agent of
      the
      Trustee, the Securities Administrator and the Custodian shall be indemnified
      by
      the Trust and held harmless against any loss, liability or expense (including
      reasonable attorney’s fees and expenses) incurred by the Trustee, the Custodian
      or the Securities Administrator including any pending or threatened claim or
      legal action arising out of or in connection with the acceptance or
      administration of its respective obligations and duties under this Agreement
      and
      any and all other agreements related hereto, other than any loss, liability
      or
      expense (i) for which the Trustee is indemnified by the Master Servicer or
      the
      Servicer, (ii) that constitutes a specific liability of the Trustee or the
      Securities Administrator pursuant to this Agreement or (iii) any loss, liability
      or expense incurred by reason of willful misfeasance, bad faith or negligence
      in
      the performance of duties hereunder by the Trustee or the Securities
      Administrator or by reason of reckless disregard of obligations and duties
      hereunder. In no event shall the Trustee or the Securities Administrator be
      liable for special, indirect or consequential loss or damage of any kind
      whatsoever (including but not limited to lost profits), even if it has been
      advised of the likelihood of such loss or damage and regardless of the form
      of
      action. The Master Servicer agrees to indemnify the Trustee, from, and hold
      the
      Trustee harmless against, any loss, liability or expense (including reasonable
      attorney’s fees and expenses) incurred by the Trustee by reason of the Master
      Servicer’s willful misfeasance, bad faith or gross negligence in the performance
      of its duties under this Agreement or by reason of the Master Servicer’s
      reckless disregard of its obligations and duties under this Agreement. The
      indemnities in this Section 9.05 shall survive the termination or discharge
      of this Agreement and the resignation or removal of the Master Servicer, the
      Trustee, the Securities Administrator or the Custodian. Any payment hereunder
      made by the Master Servicer to the Trustee shall be from the Master Servicer’s
      own funds, without reimbursement from REMIC I therefor.

     

    Section
      9.06  Eligibility
      Requirements for Trustee and Securities Administrator.

     

    The
      Trustee and the Securities Administrator shall at all times be a corporation
      or
      an association (other than the Depositor, the Sponsor or any Affiliate of the
      foregoing) organized and doing business under the laws of any state or the
      United States of America, authorized under such laws to exercise corporate
      trust
      powers, having a combined capital and surplus of at least $50,000,000 (or a
      member of a bank holding company whose capital and surplus is at least
      $50,000,000) and subject to supervision or examination by federal or state
      authority. If such corporation or association publishes reports of conditions
      at
      least annually, pursuant to law or to the requirements of the aforesaid
      supervising or examining authority, then for the purposes of this
      Section the combined capital and surplus of such corporation or association
      shall be deemed to be its combined capital and surplus as set forth in its
      most
      recent report of conditions so published. In case at any time the Trustee or
      the
      Securities Administrator, as applicable, shall cease to be eligible in
      accordance with the provisions of this Section, the Trustee or the Securities
      Administrator, as applicable, shall resign immediately in the manner and with
      the effect specified in Section 9.07.

     

    Additionally,
      the Securities Administrator (i) may not be an originator, Master Servicer,
      Servicer, Depositor or an affiliate of the Depositor unless the Securities
      Administrator is in an institutional trust department, (ii) must be authorized
      to exercise corporate trust powers under the laws of its jurisdiction of
      organization, and (iii) must be rated at least "A/F1" by Fitch, if Fitch is
      a
      Rating Agency, or rated at least "A-1" by S&P (or such rating acceptable to
      Fitch pursuant to a rating confirmation). Wells Fargo Bank, N.A. shall act
      as
      Securities Administrator for so long as it is Master Servicer under this
      Agreement.

     

    Section
      9.07  Resignation
      and Removal of Trustee and Securities Administrator.

     

    The
      Trustee and the Securities Administrator may at any time resign (including,
      without limitation, and in the case of the Securities Administrator, upon the
      resignation or removal of the Master Servicer) and be discharged from the trust
      hereby created by giving written notice thereof to the Depositor, to the Master
      Servicer, to the Securities Administrator (or the Trustee, if the Securities
      Administrator resigns) and to the Certificateholders. Upon receiving such notice
      of resignation, the Depositor shall promptly appoint a successor trustee or
      successor securities administrator by written instrument, in duplicate, which
      instrument shall be delivered to the resigning Trustee or Securities
      Administrator, as applicable, and to the successor trustee or successor
      securities administrator, as applicable. A copy of such instrument shall be
      delivered to the Certificateholders, the Trustee, the Securities Administrator
      and the Master Servicer by the Depositor. If no successor trustee or successor
      securities administrator shall have been so appointed and have accepted
      appointment within thirty (30) days after the giving of such notice of
      resignation, the resigning Trustee or Securities Administrator, as the case
      may
      be, may, at the expense of the Trust Fund, petition any court of competent
      jurisdiction for the appointment of a successor trustee or successor securities
      administrator, as applicable.

     

    If
      at any
      time the Trustee or the Securities Administrator shall cease to be eligible
      in
      accordance with the provisions of Section 9.06 and shall fail to resign
      after written request therefor by the Depositor, or if at any time the Trustee
      or the Securities Administrator shall become incapable of acting, or shall
      be
      adjudged bankrupt or insolvent, or a receiver of the Trustee or the Securities
      Administrator or of its property shall be appointed, or any public officer
      shall
      take charge or control of the Trustee or the Securities Administrator or of
      its
      property or affairs for the purpose of rehabilitation, conservation or
      liquidation, then the Depositor may remove the Trustee or the Securities
      Administrator, as applicable and appoint a successor trustee or successor
      securities administrator, as applicable, by written instrument, in duplicate,
      which instrument shall be delivered to the Trustee or the Securities
      Administrator so removed and to the successor trustee or successor securities
      administrator. A copy of such instrument shall be delivered to the
      Certificateholders, the Trustee, the Securities Administrator and the Master
      Servicer by the Depositor.

     

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

     

    Any
      resignation or removal of the Trustee or the Securities Administrator and
      appointment of a successor trustee or successor securities administrator
      pursuant to any of the provisions of this Section shall not become
      effective until acceptance of appointment by the successor trustee or successor
      securities administrator, as applicable, as provided in
      Section 9.08.

     

    Notwithstanding
      anything to the contrary contained herein, the Master Servicer and the
      Securities Administrator shall at all times be the same Person.

     

    Section
      9.08  Successor
      Trustee or Securities Administrator. 

     

    Any
      successor trustee or successor securities administrator appointed as provided
      in
      Section 9.07 hereof shall execute, acknowledge and deliver to the Depositor
      and to its predecessor trustee or predecessor securities administrator
      instrument accepting such appointment hereunder and thereupon the resignation
      or
      removal of the predecessor trustee or predecessor securities administrator
      shall
      become effective and such successor trustee or successor securities
      administrator, without any further act, deed or conveyance, shall become fully
      vested with all the rights, powers, duties and obligations of its predecessor
      hereunder, with the like effect as if originally named as trustee or Securities
      Administrator herein. The predecessor trustee or predecessor securities
      administrator shall deliver to the successor trustee or successor securities
      administrator all Mortgage Loan Documents and related documents and statements
      to the extent held by it hereunder, as well as all monies, held by it hereunder,
      and the Depositor and the predecessor trustee or predecessor securities
      administrator shall execute and deliver such instruments and do such other
      things as may reasonably be required for more fully and certainly vesting and
      confirming in the successor trustee or successor securities administrator all
      such rights, powers, duties and obligations.

     

    No
      successor trustee or successor securities administrator shall accept appointment
      as provided in this Section 9.08 unless at the time of such acceptance such
      successor trustee or successor securities administrator shall be eligible under
      the provisions of Section 9.07 hereof and its appointment shall not
      adversely affect the then current rating of the Certificates.

     

    Upon
      acceptance of appointment by a successor trustee or successor securities
      administrator as provided in this Section 9.08, the successor trustee or
      successor securities administrator shall mail notice of the succession of such
      trustee or securities administrator hereunder to all Holders of Certificates.
      If
      the successor trustee or successor securities administrator fails to mail such
      notice within ten days after acceptance of appointment, the Depositor shall
      cause such notice to be mailed at the expense of the Trust Fund.

     

    Section
      9.09  Merger
      or Consolidation of Trustee or Securities Administrator.

     

    Any
      corporation, state bank or national banking association into which the Trustee
      or Securities Administrator may be merged or converted or with which it may
      be
      consolidated or any corporation, state bank or national banking association
      resulting from any merger, conversion or consolidation to which the Trustee
      or
      the Securities Administrator shall be a party, or any corporation, state bank
      or
      national banking association succeeding to substantially all of the corporate
      trust business of the Trustee or Securities Administrator shall be the successor
      of the Trustee or Securities Administrator hereunder, provided that such
      corporation shall be eligible under the provisions of Section 9.06 without
      the execution or filing of any paper or further act on the part of any of the
      parties hereto, anything herein to the contrary notwithstanding.

     

    Section
      9.10  Appointment
      of Co-Trustee or Separate Trustee.

     

    Notwithstanding
      any other provisions hereof, at any time, for the purpose of meeting any legal
      requirements of any jurisdiction in which any part of the REMIC I or property
      securing the same may at the time be located, the Trustee shall have the power
      and shall execute and deliver all instruments to appoint one or more Persons
      approved by the Trustee to act as co-trustee or co-trustees, jointly with the
      Trustee, or separate trustee or separate trustees, of all or any part of REMIC
      I, and to vest in such Person or Persons, in such capacity, and for the benefit
      of the Holders of the Certificates, such title to REMIC I, or any part thereof,
      and, subject to the other provisions of this Section 9.10, such powers,
      duties, obligations, rights and trusts as the Trustee may consider necessary
      or
      desirable. No co-trustee or separate trustee hereunder shall be required to
      meet
      the terms of eligibility as a successor trustee under Section 9.06
      hereunder and no notice to Holders of Certificates of the appointment of
      co-trustee(s) or separate trustee(s) shall be required under Section 9.08
      hereof.

     

    In
      the
      case of any appointment of a co-trustee or separate trustee pursuant to this
      Section 9.10 all rights, powers, duties and obligations conferred or
      imposed upon the Trustee shall be conferred or imposed upon and exercised or
      performed by the Trustee and such separate trustee or co-trustee jointly, except
      to the extent that under any law of any jurisdiction in which any particular
      act
      or acts are to be performed by the Trustee (whether as Trustee hereunder or
      as
      successor to a defaulting Master Servicer hereunder), the Trustee shall be
      incompetent or unqualified to perform such act or acts, in which event such
      rights, powers, duties and obligations (including the holding of title to REMIC
      I or any portion thereof in any such jurisdiction) shall be exercised and
      performed by such separate trustee or co-trustee at the direction of the
      Trustee.

     

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

     

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

     

    Section
      9.11  Appointment
      of Office or Agency.

     

    The
      Certificates may be surrendered for registration of transfer or exchange at
      the
      Securities Administrator’s office initially located at Sixth Street and
      Marquette Avenue, Minneapolis, Minnesota 55479, and presented for final
      distribution at the Corporate Trust Office of the Securities Administrator
      where
      notices and demands to or upon the Securities Administrator in respect of the
      Certificates and this Agreement may be served.

     

    Section
      9.12  Representations
      and Warranties.

     

    The
      Trustee hereby represents and warrants to the Master Servicer, the Securities
      Administrator, the Servicer and the Depositor as applicable, as of the Closing
      Date, that:

     

    (i)  It
      is a
      national banking association duly organized, validly existing and in good
      standing under the laws of the United States of America.

     

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

     

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

     

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

     

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

     

    No
      litigation is pending or, to the best of its knowledge, threatened against
      it,
      which would prohibit it from entering into this Agreement or, in its good faith
      reasonable judgment, is likely to materially and adversely affect either the
      ability of it to perform its obligations under this Agreement or its financial
      condition.

     

    Section
      9.13  Tax
      Matters.

     

    It
      is
      intended that the Trust Fund shall constitute, and that the affairs of the
      Trust
      Fund shall be conducted so that each REMIC formed hereunder qualifies as, a
      “real estate mortgage investment conduit” as defined in and in accordance with
      the REMIC Provisions. In furtherance of such intention, the Securities
      Administrator covenants and agrees that it shall act as agent (and the
      Securities Administrator is hereby appointed to act as agent) on behalf of
      the
      Trust Fund. The Securities Administrator, as agent on behalf of the Trust Fund,
      shall do or refrain from doing, as applicable, the following: (a) the Securities
      Administrator shall prepare and file, or cause to be prepared and filed, in
      a
      timely manner, U.S. Real Estate Mortgage Investment Conduit Income Tax Returns
      (Form 1066 or any successor form adopted by the Internal Revenue Service) and
      prepare and file or cause to be prepared and filed with the Internal Revenue
      Service and applicable state or local tax authorities income tax or information
      returns for each taxable year with respect to each such REMIC containing such
      information and at the times and in the manner as may be required by the Code
      or
      state or local tax laws, regulations, or rules, and furnish or cause to be
      furnished to Certificateholders the schedules, statements or information at
      such
      times and in such manner as may be required thereby; (b) the Securities
      Administrator shall apply for an employer identification number with the
      Internal Revenue Service via a Form SS-4 or other comparable method for each
      REMIC that is or becomes a taxable entity, and within thirty days of the Closing
      Date, furnish or cause to be furnished to the Internal Revenue Service, on
      Forms
      8811 or as otherwise may be required by the Code, the name, title, address,
      and
      telephone number of the person that the holders of the Certificates may contact
      for tax information relating thereto, together with such additional information
      as may be required by such Form, and update such information at the time or
      times in the manner required by the Code for the Trust Fund; (c) the Securities
      Administrator shall make or cause to be made elections, on behalf of each REMIC
      formed hereunder to be treated as a REMIC on the federal tax return of such
      REMIC for its first taxable year (and, if necessary, under applicable state
      law); (d) the Securities Administrator shall prepare and forward, or cause
      to be
      prepared and forwarded, to the Certificateholders and to the Internal Revenue
      Service and, if necessary, state tax authorities, all information returns and
      reports as and when required to be provided to them in accordance with the
      REMIC
      Provisions, including without limitation, the calculation of any original issue
      discount using the Prepayment Assumption; (e) the Securities Administrator
      shall
      provide information necessary for the computation of tax imposed on the transfer
      of a Residual Certificate to a Person that is not a Permitted Transferee, or
      an
      agent (including a broker, nominee or other middleman) of a Person that is
      not a
      Permitted Transferee, or a pass-through entity in which a Person that is not
      a
      Permitted Transferee is the record holder of an interest (the reasonable cost
      of
      computing and furnishing such information may be charged to the Person liable
      for such tax); (f) the Securities Administrator shall, to the extent under
      its
      control, conduct the affairs of the Trust Fund at all times that any
      Certificates are outstanding so as to maintain the status of each REMIC formed
      hereunder as a REMIC under the REMIC Provisions; (g) the Securities
      Administrator shall not knowingly or intentionally take any action or omit
      to
      take any action that would cause the termination of the REMIC status of any
      REMIC formed hereunder; (h) the Securities Administrator shall pay, from the
      sources specified in the last paragraph of this Section 9.12, the amount of
      any federal, state and local taxes, including prohibited transaction taxes
      as
      described below, imposed on any REMIC formed hereunder prior to the termination
      of the Trust Fund when and as the same shall be due and payable (but such
      obligation shall not prevent the Securities Administrator or any other
      appropriate Person from contesting any such tax in appropriate proceedings
      and
      shall not prevent the Securities Administrator from withholding payment of
      such
      tax, if permitted by law, pending the outcome of such proceedings); (i) the
      Trustee shall sign or cause to be signed federal, state or local income tax
      or
      information returns or any other document prepared by the Securities
      Administrator pursuant to this Section 9.13 requiring a signature thereon
      by the Trustee; (j) the Securities Administrator shall maintain records relating
      to each REMIC formed hereunder including but not limited to the income,
      expenses, assets and liabilities of each such REMIC and adjusted basis of the
      Trust Fund property determined at such intervals as may be required by the
      Code,
      as may be necessary to prepare the foregoing returns, schedules, statements
      or
      information; (k) the Securities Administrator shall, for federal income tax
      purposes, maintain books and records with respect to the REMICs on a calendar
      year and on an accrual basis; (l) the Securities Administrator shall not enter
      into any arrangement not otherwise provided for in this Agreement by which
      the
      REMICs will receive a fee or other compensation for services nor permit the
      REMICs to receive any income from assets other than “qualified mortgages” as
      defined in Section 860G(a)(3) of the Code or “permitted investments” as
      defined in Section 860G(a)(5) of the Code; and (m) as and when necessary
      and appropriate, the Securities Administrator shall represent the Trust Fund
      in
      any administrative or judicial proceedings relating to an examination or audit
      by any governmental taxing authority, request an administrative adjustment
      as to
      any taxable year of any REMIC formed hereunder, enter into settlement agreements
      with any governmental taxing agency, extend any statute of limitations relating
      to any tax item of the Trust Fund, and otherwise act on behalf of each REMIC
      formed hereunder in relation to any tax matter involving any such
      REMIC.

     

    In
      order
      to enable the Securities Administrator to perform its duties as set forth
      herein, the Depositor shall provide, or cause to be provided, to the Securities
      Administrator within 10 days after the Closing Date all information or data
      that
      the Securities Administrator requests in writing and determines to be relevant
      for tax purposes to the valuations and offering prices of the Certificates,
      including, without limitation, the price, yield, prepayment assumption and
      projected cash flows of the Certificates and the Mortgage Loans. Thereafter,
      the
      Depositor shall provide to the Securities Administrator promptly upon written
      request therefor, any such additional information or data that the Securities
      Administrator may, from time to time, request in order to enable the Securities
      Administrator to perform its duties as set forth herein. The Depositor hereby
      indemnifies the Securities Administrator for any losses, liabilities, damages,
      claims or expenses of the Securities Administrator arising from any errors
      or
      miscalculations of the Securities Administrator that result from any failure
      of
      the Depositor to provide, or to cause to be provided, accurate information
      or
      data to the Securities Administrator on a timely basis.

     

    In
      the
      event that any tax is imposed on “prohibited transactions” of any of REMIC as
      defined in Section 860F(a)(2) of the Code, on the “net income from
      foreclosure property” of the Trust Fund as defined in Section 860G(c) of
      the Code, on any contribution to any of REMIC after the startup day pursuant
      to
      Section 860G(d) of the Code, or any other tax is imposed, including,
      without limitation, any federal, state or local tax or minimum tax imposed
      upon
      any REMIC, and is not paid as otherwise provided for herein, such tax shall
      be
      paid by (i) the Securities Administrator, if any such other tax arises out
      of or
      results from a breach by the Securities Administrator of any of its obligations
      under this Section, (ii) any party hereto (other than the Securities
      Administrator) to the extent any such other tax arises out of or results from
      a
      breach by such other party of any of its obligations under this Agreement or
      (iii) in all other cases, or in the event that any liable party hereto fails
      to
      honor its obligations under the preceding clauses (i) or (ii), any such tax
      will
      be paid first with amounts otherwise to be distributed to the Class R
      Certificateholders, and second with amounts otherwise to be distributed to
      all
      other Certificateholders in the following order of priority: first, to the
      Class
      B-2 Certificates; second, to the Class B-1 Certificates; third, to the Class
      M-9
      Certificates; fourth, to the Class M-8 Certificates; fifth, to the Class M-7
      Certificates; sixth, to the Class M-6 Certificates; seventh, to the Class M-5
      Certificates; eighth, to the Class M-4 Certificates; ninth, to the Class M-3
      Certificates; tenth, to the Class M-2 Certificates; eleventh, to the Class
      M-2
      Certificates; and twelfth, to the Senior Certificates (pro rata based on the
      amounts to be distributed). Notwithstanding anything to the contrary contained
      herein, to the extent that such tax is payable by the Holder of any
      Certificates, the Securities Administrator is hereby authorized to retain on
      any
      Distribution Date, from the Holders of the Class R Certificates (and, if
      necessary, second, from the Holders of the other Certificates in the priority
      specified in the preceding sentence), funds otherwise distributable to such
      Holders in an amount sufficient to pay such tax. The Securities Administrator
      shall include in its monthly report to Certificateholders distributions to
      such
      parties taking into account the priorities described in the second preceding
      sentence. The Securities Administrator agrees to promptly notify in writing
      the
      party liable for any such tax of the amount thereof and the due date for the
      payment thereof. Notwithstanding the foregoing, however, in no event shall
      the
      Securities Administrator have any liability (1) for any action or omission
      that
      is taken in accordance with and in compliance with the express terms of, or
      which is expressly permitted by the terms of this Agreement, (2) for any losses
      other than arising out of a grossly negligent performance by the Securities
      Administrator of its duties and obligations set forth herein, and (3) for any
      special or consequential damages to Certificateholders (in addition to payment
      of principal and interest on the Certificates).

     

     

     


    
      
         

      

      
         

        
          

        

      

      
         

      

    


     

    ARTICLE
      X


    TERMINATION

     

    Section
      10.01  Termination
      upon Liquidation or Repurchase of all Mortgage Loans.

     

    Subject
      to Section 10.03, the obligations and responsibilities of the Depositor,
      the Sponsor, the Securities Administrator, the Master Servicer and the Trustee
      created hereby with respect to the Trust Fund shall terminate (other than the
      obligations of the Master Servicer to the Trustee pursuant to Section 9.05
      and of the Securities Administrator to make payments in respect of the REMIC
      I
      Regular Interests or the Classes of Certificates as hereinafter set forth)
      upon
      the earlier of (a) the Master Servicer’s exercise of its optional right to
      purchase the Mortgage Loans and related REO Properties (the “Cleanup Call”) and
      (b) the later of (i) the maturity or other liquidation (or any Advance with
      respect thereto) of the last Mortgage Loan remaining in the Trust Fund and
      the
      disposition of all REO Property and (ii) the distribution to Certificateholders
      of all amounts required to be distributed to them pursuant to this Agreement,
      as
      applicable. In no event shall the trusts created hereby continue beyond the
      earlier of (i) the expiration of twenty-one (21) years from the death of the
      last survivor of the descendants of Joseph P. Kennedy, the late Ambassador
      of
      the United States to the Court of St. James, living on the date hereof and
      (ii)
      the Latest Possible Maturity Date.

     

    The
      Cleanup Call or shall be exercisable at a price (the “Termination Price”) equal
      to the sum of (i) 100% of the Stated Principal Balance of each Mortgage Loan,
      (ii) accrued interest thereon at the applicable Mortgage Rate to, but not
      including, the first day of the month of such purchase, (iii) the appraised
      value of any related REO Property (up to the Stated Principal Balance of the
      related Mortgage Loan), such appraisal to be conducted by an appraiser mutually
      agreed upon by the Master Servicer and the Trustee, (iv) unreimbursed
      out-of-pocket costs of the Securities Administrator, the Master Servicer, the
      Servicer or the Trustee, including unreimbursed servicing advances and the
      principal portion of any unreimbursed Advances, made on the related Mortgage
      Loans prior to the exercise of such repurchase right, (v) any Swap Termination
      Payment payable to the Swap Provider which remains unpaid or which is due to
      such Cleanup Call and (vi) any other amounts due and owing to the Trustee,
      the
      Securities Administrator, the Master Servicer and the Custodian payable pursuant
      to this Agreement or the Custodial Agreement.

     

    The
      right
      to exercise the Cleanup Call pursuant to the preceding paragraph shall be
      exercisable if the Stated Principal Balance of all of the Mortgage Loans at
      the
      time of any such repurchase, is less than or equal to ten percent (10%) of
      the
      aggregate Cut-off Date Principal Balance of the Mortgage Loans.

     

    Section
      10.02  Final
      Distribution on the Certificates.

     

    If
      on any
      Determination Date, (i) the Securities Administrator determines based on the
      reports delivered by the Master Servicer under this Agreement that there are
      no
      Outstanding Mortgage Loans, and no other funds or assets in the Trust Fund
      other
      than the funds in the Distribution Account, the Securities Administrator shall
      notify the Trustee and send a final distribution notice promptly to each related
      Certificateholder or (ii) the Securities Administrator determines that a Class
      of Certificates shall be retired after a final distribution on such Class,
      the
      Securities Administrator shall notify the Trustee and the Certificateholders
      within five (5) Business Days after such Determination Date that the final
      distribution in retirement of such Class of Certificates is scheduled to be
      made
      on the immediately following Distribution Date. Any final distribution made
      pursuant to the immediately preceding sentence will be made only upon
      presentation and surrender of the related Certificates at the office of the
      Securities Administrator set forth herein. If the Master Servicer elects to
      terminate the Trust Fund pursuant to Section 10.01, at least ten (10) days
      prior to the date notice is to be mailed to the Certificateholders, the Master
      Servicer shall notify the Securities Administrator and the Trustee of the date
      the Master Servicer intends to terminate the Trust Fund. The Master Servicer
      shall remit the related Termination Price to the Securities Administrator on
      behalf of the Trust Fund on the Business Day prior to the Distribution Date
      for
      such Optional Termination by the Master Servicer.

     

    Notice
      of
      the exercise of the Cleanup Call, specifying the Distribution Date on which
      the
      Certificateholders may surrender their Certificates for payment of the final
      distribution and cancellation, shall be given promptly by the Securities
      Administrator by letter to the Certificateholders mailed no later than the
      fifteenth (15th) day of the month of such final distribution. Any such notice
      shall specify (a) the Distribution Date upon which final distribution on the
      Certificates will be made upon presentation and surrender of the Certificates
      at
      the office therein designated, (b) the amount of such final distribution, (c)
      the location of the office or agency at which such presentation and surrender
      must be made and (d) that the Record Date otherwise applicable to such
      Distribution Date is not applicable, distributions being made only upon
      presentation and surrender of the Certificates at the office therein specified.
      The Securities Administrator will give such notice to each Rating Agency at
      the
      time such notice is given to the Certificateholders.

     

    In
      the
      event such notice is given, the Master Servicer shall deposit in the
      Distribution Account on the Business Day prior to the applicable Distribution
      Date an amount equal to the final distribution in respect of the Certificates.
      Upon certification to the Trustee by the Securities Administrator of the making
      of such final deposit, the Trustee shall promptly release or cause to be
      released to the Master Servicer the Mortgage Files for the remaining Mortgage
      Loans, and the Trustee shall execute all assignments, endorsements and other
      instruments delivered to it and necessary to effectuate such
      transfer.

     

    In
      connection with the exercise of the Cleanup Call, on or after the date on which
      the Securities Administrator has mailed notice of the Cleanup Call to
      Certificateholders, but no later than three Business Days prior to the final
      Distribution Date specified in such notice, the Securities Administrator shall
      provide written confirmation to the Sponsor, the Depositor, the Master Servicer,
      the Supplemental Interest Trust Trustee, the Trustee and the Swap Provider
      that
      the aggregate Stated Principal Balance of the Mortgage Loans as of the end
      of
      the related Due Period is less than or equal to 10% of the Aggregate Cut-off
      Date Principal Balance, and that all other requirements of the Cleanup Call
      (other than the deposit of funds in the Distribution Account in an amount equal
      to the final distribution in respect of the Certificates) have been met. Upon
      such written confirmation, the Cleanup Call shall become irrevocable, notice
      to
      Certificateholders of such Cleanup Call shall become unrescindable, and the
      Swap
      Termination Price shall be determined as of that date. 

     

    Upon
      presentation and surrender of the related Certificates, the Securities
      Administrator shall cause to be distributed to Certificateholders of each Class
      the amounts allocable to such Certificates held in the Distribution Account
      in
      the order and priority set forth in Section 5.04 hereof on the final
      Distribution Date and in proportion to their respective Percentage
      Interests.

     

    In
      the
      event that any affected Certificateholders shall not surrender Certificates
      for
      cancellation within six (6) months after the date specified in the above
      mentioned written notice, the Securities Administrator shall give a second
      written notice to the remaining affected Certificateholders to surrender their
      Certificates for cancellation and receive the final distribution with respect
      thereto. If within six (6) months after the second notice all the applicable
      Certificates shall not have been surrendered for cancellation, the Securities
      Administrator may take appropriate steps, or may appoint an agent to take
      appropriate steps, to contact the remaining affected Certificateholders
      concerning surrender of their Certificates, and the cost thereof shall be paid
      out of the funds and other assets that remain a part of the Trust Fund. If
      within two (2) years after the second notice all affected Certificates shall
      not
      have been surrendered for cancellation, the related Residual Certificateholders
      shall be entitled to all unclaimed funds and other assets of the Trust Fund
      that
      remain subject hereto and the Securities Administrator shall release such funds
      upon written direction.

     

    Section
      10.03  Additional
      Termination Requirements.

     

    In
      the
      event of (i) the exercise by the Master Servicer of the Cleanup Call pursuant
      to
      the terms of this Agreement or (ii) the final payment on or other liquidation
      of
      the last Mortgage Loan or REO Property in REMIC I pursuant to
      Section 10.01, the following additional requirements, unless the Trustee
      has been supplied with an Opinion of Counsel, at the expense of the Master
      Servicer (in the case of the exercise of the Cleanup Call) or the Depositor,
      to
      the effect that the failure of the Trust Fund to comply with the requirements
      of
      this Section 10.03 will not (i) result in the imposition of taxes on
“prohibited transactions” of a REMIC, or (ii) cause any REMIC to fail to qualify
      as a REMIC at any time that any Certificates are outstanding:

     

    
      	
              (1)

            	
              The
                Master Servicer (in the case of the exercise of the Cleanup Call)
                or the
                Depositor (in all other cases) shall establish a ninety-day liquidation
                period and notify the Trustee thereof, and the Trustee shall in turn
                specify the first day of such period in a statement attached to the
                tax
                return for each REMIC pursuant to Treasury Regulation
                Section 1.860F-1. The Master Servicer or the Depositor, as
                applicable, shall satisfy all the requirements of a qualified liquidation
                under Section 860F of the Code and any regulations thereunder, as
                evidenced by an Opinion of Counsel obtained at the expense of the
                Master
                Servicer or the Depositor, as applicable;

            
	 	 
	
              (2)

            	
              During
                such ninety-day liquidation period, and at or prior to the time of
                making
                the final payment on the Certificates, the applicable Terminator
                (in the
                case of the exercise of the Cleanup Call) or the Depositor (in all
                other
                cases) shall sell all of the assets of REMIC I for cash;
                and

            
	 	 
	
              (3)

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

            


    

    


    By
      their
      acceptance of the Certificates, the Holders thereof hereby authorize the Master
      Servicer (in the case of the exercise of the Cleanup Call) or the Depositor (in
      all other cases) to specify the ninety-day liquidation period for REMIC I,
      REMIC
      II and REMIC III, which authorization shall be binding upon all successor
      Certificateholders.

     

    The
      Trustee as agent for each REMIC hereby agrees to adopt and sign such a plan
      of
      complete liquidation upon the written request of the Master Servicer or the
      Depositor, as applicable, and the receipt of the Opinion of Counsel referred
      to
      in Section 10.03(1) and to take such other action in connection therewith
      as may be reasonably requested by the Master Servicer or the Depositor, as
      applicable.

     

     

     


    
      
         

      

      
         

        
          

        

      

      
         

      

    


     

    ARTICLE
      XI


    MISCELLANEOUS
      PROVISIONS

     

    Section
      11.01  Amendment.

     

    This
      Agreement may be amended from time to time by parties hereto, without the
      consent of any of the Certificateholders to cure any ambiguity, to correct
      or
      supplement any provisions herein, to change the manner in which the Distribution
      Account is maintained or to make such other provisions with respect to matters
      or questions arising under this Agreement as shall not be inconsistent with
      any
      other provisions herein if such action shall not, as evidenced by an Opinion
      of
      Counsel, adversely affect in any material respect the interests of any
      Certificateholder (or the Swap Provider unless the Swap Provider shall have
      consented to the amendment); provided that any such amendment shall be deemed
      not to adversely affect in any material respect the interests of the
      Certificateholders and no such Opinion of Counsel shall be required if the
      Person requesting such amendment obtains a letter from each Rating Agency
      stating that such amendment would not result in the downgrading or withdrawal
      of
      the respective ratings then assigned to the Certificates; provided further
      that
      any such amendment shall be deemed not to adversely affect in any material
      respect the interests of the Certificateholders and no such Opinion of Counsel
      nor any letter from the Rating Agencies stating that such amendment would not
      result in the downgrading or withdrawal of the respective ratings then assigned
      to the Certificates shall be required if such amendment is to effect a transfer
      of servicing pursuant to Section 7.06(a) to a Successor Servicer satisfying
      the
      Minimum Servicing Requirements.

     

    Notwithstanding
      the foregoing, without the consent of the Certificateholders or the Swap
      Provider, the parties hereto may at any time and from time to time amend this
      Agreement to modify, eliminate or add to any of its provisions to such extent
      as
      shall be necessary or appropriate to maintain the qualification of each REMIC
      created hereunder as a REMIC under the Code or to avoid or minimize the risk
      of
      the imposition of any tax on any of REMIC pursuant to the Code that would be
      a
      claim against any of REMIC at any time prior to the final redemption of the
      Certificates, provided that the Trustee has been provided an Opinion of Counsel,
      which opinion shall be an expense of the party requesting such opinion but
      in
      any case shall not be an expense of the Trustee or the Trust Fund, to the effect
      that such action is necessary or appropriate to maintain such qualification
      or
      to avoid or minimize the risk of the imposition of such a tax.

     

    This
      Agreement may also be amended from time to time by the parties hereto and the
      Holders of each Class of Certificates affected thereby evidencing over 50%
      of
      the Voting Rights of such Class or Classes for the purpose of adding any
      provisions to or changing in any manner or eliminating any of the provisions
      of
      this Agreement or of modifying in any manner the rights of the Holders of
      Certificates (or if such amendment modifies the rights of the Swap Provider
      hereunder, with the consent of the Swap Provider); provided that no such
      amendment shall (i) reduce in any manner the amount of, or delay the timing
      of,
      payments required to be distributed on any Certificate without the consent
      of
      the Holder of such Certificate, (ii) cause any REMIC created hereunder to cease
      to qualify as a REMIC or (iii) reduce the aforesaid percentages of Certificates
      of each Class the Holders of which are required to consent to any such amendment
      without the consent of the Holders of all Certificates of such Class then
      outstanding.

     

    Notwithstanding
      any contrary provision of this Agreement, the Trustee shall not consent to
      any
      amendment to this Agreement unless it shall have first received an Opinion
      of
      Counsel, which opinion shall be an expense of the party requesting such
      amendment but in any case shall not be an expense of the Trustee, to the effect
      that such amendment will not (other than an amendment pursuant to clause (ii)
      of, and in accordance with, the preceding paragraph) cause the imposition of
      any
      tax on any REMIC or the Certificateholders or cause any REMIC to cease to
      qualify as a REMIC at any time that any Certificates are outstanding. Further,
      nothing in this Agreement shall require the Trustee to enter into an amendment
      without receiving an Opinion of Counsel, satisfactory to the Trustee that (i)
      such amendment is permitted and is not prohibited by this Agreement and (ii)
      that all requirements for amending this Agreement (including any consent of
      the
      applicable Certificateholders) have been complied with. None of the parties
      hereto shall consent to an amendment to this Agreement for which the consent
      of
      the Swap Provider is expressly required without the consent of the Swap
      Provider, which consent shall not be unreasonably withheld.

     

    Promptly
      after the execution of any amendment to this Agreement requiring the consent
      of
      Certificateholders, the Trustee shall furnish written notification of the
      substance of such amendment to each Certificateholder and each Rating
      Agency.

     

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

     

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

     

    Section
      11.02  Recordation
      of Agreement; Counterparts.

     

    To
      the
      extent permitted by applicable law, this Agreement is subject to recordation
      in
      all appropriate public offices for real property records in all of the counties
      or other comparable jurisdictions in which any or all of the Mortgaged
      Properties are situated, and in any other appropriate public recording office
      or
      elsewhere. The Sponsor or the Depositor shall effect such recordation at the
      Trust’s expense upon the request in writing of a Certificateholder, but only if
      such direction is accompanied by an Opinion of Counsel (provided at the expense
      of the Certificateholder requesting recordation) to the effect that such
      recordation would materially and beneficially affect the interests of the
      Certificateholders or is required by law.

     

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

     

    Section
      11.03  Governing
      Law.

     

    THIS
      AGREEMENT SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE SUBSTANTIVE
      LAWS OF THE STATE OF NEW YORK APPLICABLE TO AGREEMENTS MADE AND TO BE PERFORMED
      IN THE STATE OF NEW YORK AND THE OBLIGATIONS, RIGHTS AND REMEDIES OF THE PARTIES
      HERETO AND THE CERTIFICATEHOLDERS SHALL BE DETERMINED IN ACCORDANCE WITH SUCH
      LAWS WITHOUT REGARD TO THE CONFLICTS OF LAWS PRINCIPLES THEREOF OTHER THAN
      THE
      PROVISIONS OF SECTIONS 5-1401 AND 5-1402 OF THE NEW YORK GENERAL OBLIGATIONS
      LAW.

     

    Section
      11.04  Intention
      of Parties.

     

    It
      is the
      express intent of the parties hereto that the conveyance of the Mortgage Notes,
      Mortgages, assignments of Mortgages, title insurance policies and any
      modifications, extensions and/or assumption agreements and private mortgage
      insurance policies relating to the Mortgage Loans by the Sponsor to the
      Depositor, and by the Depositor to the Trust Fund be, and be construed as,
      an
      absolute sale thereof to the Depositor or the Trust Fund, as applicable. It
      is,
      further, not the intention of the parties that such conveyance be deemed a
      pledge thereof by the Sponsor to the Depositor, or by the Depositor to the
      Trust
      Fund. However, in the event that, notwithstanding the intent of the parties,
      such assets are held to be the property of the Sponsor or the Depositor, as
      applicable, or if for any other reason this Agreement is held or deemed to
      create a security interest in such assets, then (i) this Agreement shall be
      deemed to be a security agreement within the meaning of the Uniform Commercial
      Code of the State of New York and (ii) each conveyance provided for in this
      Agreement shall be deemed to be an assignment and a grant by the Sponsor or
      the
      Depositor, as applicable, for the benefit of the Certificateholders and the
      Swap
      Provider, of a security interest in all of the assets that constitute the Trust
      Fund, whether now owned or hereafter acquired.

     

    The
      Depositor for the benefit of the Certificateholders shall, to the extent
      consistent with this Agreement, take such actions as may be necessary to ensure
      that, if this Agreement were deemed to create a security interest in the assets
      of the Trust Fund, such security interest would be deemed to be a perfected
      security interest of first priority under applicable law and will be maintained
      as such throughout the term of the Agreement.

     

    Section
      11.05  Notices.

     

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

     

    (i)  Any
      material change or amendment to this Agreement;

     

    (ii)  The
      occurrence of any Servicer Default or Master Servicer Default that has not
      been
      cured;

     

    (iii)  The
      resignation or termination of the Servicer Default or Master Servicer or the
      Trustee and the appointment of any successor; and

     

    (iv)  The
      final
      payment to Certificateholders.

     

    In
      addition, the Securities Administrator shall promptly furnish to each Rating
      Agency copies of the following:

     

    (i)
       Each
      annual statement as to compliance described in Section 4.14;
      and

     

    (ii)
       Each
      annual independent public accountants’ servicing report described in
      Section 4.15.

     

    All
      directions, demands and notices hereunder shall be in writing and shall be
      deemed to have been duly given when delivered at or mailed by registered mail,
      return receipt requested, postage prepaid, or by recognized overnight courier,
      or by facsimile transmission to a number provided by the appropriate party
      if
      receipt of such transmission is confirmed to (i) in the case of the Depositor,
      Nomura Home Equity Loan, Inc., 2 World Financial Center, Building B, New York,
      New York 10281 Attention: Nomura Home Equity Loan, Inc., Home Equity Loan Trust,
      Series 2006-WF1; (ii) in the case of the Sponsor, Nomura Credit & Capital,
      Inc., 2 World Financial Center, Building B, New York, New York 10281, Attention:
      Nomura Home Equity Loan, Inc., Home Equity Loan Trust, Series 2006-WF1 or such
      other address as may be hereafter furnished to the other parties hereto by
      the
      Sponsor in writing; (iiv) in the case of the Trustee, at each Corporate Trust
      Office or such other address as the Trustee may hereafter furnish to the other
      parties hereto; (iv) in the case of Wells Fargo Bank, National Association,
      as
      Custodian, 24 Executive Park, Suite 100, Irvine, California 92614, (v) in the
      case of the Securities Administrator, its Corporate Trust Office; (vi) in the
      case of the Master Servicer, P.O. Box 98, Columbia, Maryland 21046 (or for
      overnight deliveries, 9062 Old Annapolis Road, Columbia, Maryland 21045,
      Attention Client Manager - NHEL 2006-WF1) and (vii) in the case of the Rating
      Agencies, (a) Standard & Poor’s, 55 Water Street, 41st
      Floor,
      New York, New York 10041, Attention: Mortgage Surveillance Group; (b) Moody’s
      Investors Service, Inc., 99 Church Street, New York, New York 10007, Attention:
      Home Equity Monitoring; (c) Fitch Ratings, 1 State Street Plaza, New York,
      New
      York 10004; and (d) Dominion Bond Rating Service, Inc., 55 Broadway, Residential
      Mortgage Ratings, New York, New York 10006. Any notice delivered to the Sponsor
      or the Trustee under this Agreement shall be effective only upon receipt. Any
      notice required or permitted to be mailed to a Certificateholder, unless
      otherwise provided herein, shall be given by first-class mail, postage prepaid,
      at the address of such Certificateholder as shown in the Certificate Register;
      any notice so mailed within the time prescribed in this Agreement shall be
      conclusively presumed to have been duly given, whether or not the
      Certificateholder receives such notice.

     

    Section
      11.06  Severability
      of Provisions.

     

    If
      any
      one or more of the covenants, agreements, provisions or terms of this Agreement
      shall be for any reason whatsoever held invalid, then such covenants,
      agreements, provisions or terms shall be deemed severable from the remaining
      covenants, agreements, provisions or terms of this Agreement and shall in no
      way
      affect the validity or enforceability of the other provisions of this Agreement
      or of the Certificates or the rights of the Holders thereof.

     

    Section
      11.07  Assignment.

     

    Notwithstanding
      anything to the contrary contained herein, except as provided pursuant to
      Section 7.02, this Agreement may not be assigned by the Sponsor or the
      Depositor.

     

    Section
      11.08  Limitation
      on Rights of Certificateholders.

     

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

     

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

     

    No
      Certificateholder shall have any right by virtue or by availing itself of any
      provisions of this Agreement to institute any suit, action or proceeding in
      equity or at law upon or under or with respect to this Agreement, unless such
      Holder previously shall have given to the Trustee, a written notice of a
      Servicer Default and of the continuance thereof, as hereinbefore provided,
      the
      Holders of Certificates evidencing not less than twenty five percent (25%)
      of
      the Voting Rights evidenced by the Certificates shall also have made written
      request to the Trustee to institute such action, suit or proceeding in its
      own
      name as Trustee, hereunder and shall have offered to the Trustee such indemnity
      satisfactory to it as it may require against the costs, expenses, and
      liabilities to be incurred therein or thereby, and the Trustee or for sixty
      (60)
      days after its receipt of such notice, request and offer of indemnity shall
      have
      neglected or refused to institute any such action, suit or proceeding; it being
      understood and intended, and being expressly covenanted by each
      Certificateholder with every other Certificateholder and the Trustee, that
      no
      one or more Holders of Certificates shall have any right in any manner whatever
      by virtue or by availing itself or themselves of any provisions of this
      Agreement to affect, disturb or prejudice the rights of the Holders of any
      other
      of the Certificates, or to obtain or seek to obtain priority over or preference
      to any other such Holder or to enforce any right under this Agreement, except
      in
      the manner herein provided and for the common benefit of all Certificateholders.
      For the protection and enforcement of the provisions of this Section 11.08,
      each and every Certificateholder or the Trustee shall be entitled to such relief
      as can be given either at law or in equity.

     

    Section
      11.09  Certificates
      Nonassessable and Fully Paid.

     

    It
      is the
      intention of the Depositor that Certificateholders shall not be personally
      liable for obligations of the Trust Fund, that the interests in the Trust Fund
      represented by the Certificates shall be nonassessable for any reason
      whatsoever, and that the Certificates, upon due authentication thereof by the
      Trustee pursuant to this Agreement, are and shall be deemed fully
      paid.

     

    Section
      11.10  Third
      Party Beneficiaries.

     

    The
      Swap
      Provider is an express third party beneficiary to this Agreement, and shall
      have
      to the right to enforce the provisions of this Agreement.

     

    Section
      11.11  Intention
      of the Parties and Interpretation.

     

    Each
      of
      the parties acknowledges and agrees that the purpose of Sections 3.13, 3.14,
      3.18 and 5.13 of this Agreement is to facilitate compliance by the Sponsor
      and
      the Depositor with the provisions of Regulation AB promulgated by the SEC under
      the Exchange Act (17 C.F.R. §§ 229.1100 - 229.1123), as such may be amended from
      time to time and subject to clarification and interpretive advice as may be
      issued by the staff of the SEC from time to time. Therefore, each of the parties
      agrees that (a) the obligations of the parties hereunder shall be interpreted
      in
      such a manner as to accomplish that purpose, (b) the parties’ obligations
      hereunder will be supplemented and modified as necessary to be consistent with
      any such amendments, interpretive advice or guidance, convention or consensus
      among active participants in the asset-backed securities markets, advice of
      counsel, or otherwise in respect of the requirements of Regulation AB, (c)
      the
      parties shall comply with requests made by the Sponsor or the Depositor for
      delivery of additional or different information as the Sponsor or the Depositor
      may determine in good faith is necessary to comply with the provisions of
      Regulation AB, and (d) no amendment of this Agreement shall be required to
      effect any such changes in the parties’ obligations as are necessary to
      accommodate evolving interpretations of the provisions of Regulation
      AB.

     

    Section
      11.12  Early
      Termination of Swap Agreement.

     

    In
      the
      event that the Swap Agreement is canceled or otherwise terminated for any reason
      (other than the exhaustion of the interest rate protection provided thereby),
      the Sponsor shall, to the extent a replacement contract is available, direct
      the
      Trustee to execute a replacement contract comparable to the Swap Agreement,
      providing interest rate protection which is equal to the then-existing
      protection provided by the Swap Agreement, provided, however, that the cost
      of
      any such replacement contract providing the same interest rate protection
      provided by such replacement contract may be reduced to a level such that the
      cost of such replacement contract shall not exceed the amount of any early
      termination payment.

     

    



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

     

    
      	
              NOMURA
                HOME EQUITY LOAN, INC.,

              as
                Depositor

            
	 	 
	
              By:

            	 
	
              Name:

            	 
	
              Title:

            	 
	 
	 
	
              NOMURA
                CREDIT & CAPITAL, INC.,

              as
                Sponsor

            
	 	 
	
              By:

            	 
	
              Name:

            	 
	
              Title:

            	 
	 
	 
	
              WELLS
                FARGO BANK, NATIONAL ASSOCIATION,

              as
                Master Servicer and Securities Administrator

            
	 	 
	
              By:

            	 
	
              Name:

            	 
	
              Title:

            	 
	 
	 
	
              HSBC
                BANK USA, NATIONAL ASSOCIATION,

              as
                Trustee

            
	 	 
	
              By:

            	 
	
              Name:

            	 
	
              Title:

            	 
	 
	 
	
              With
                respect to Sections 3.33 and 3.34

               

              PORTFOLIO
                SURVEILLANCE ANALYTICS, LLC

            
	 	 
	
              By:

            	 
	
              Name:

            	 
	
              Title:

            	 


    

    


     

    



    
      
         

      

      
         

        
          

        

      

      
         

      

    


    


    
      	
              STATE
                OF NEW YORK

            	
              )

            
	 	
              )
                ss.:

            
	
              COUNTY
                OF NEW YORK

            	
              )

            


    

    


    On
      this
      ___ day of June 2006, before me, a notary public in and for said State, appeared
      _____________, personally known to me on the basis of satisfactory evidence
      to
      be an authorized representative of Nomura Home Equity Loan, Inc., one of the
      corporations that executed the within instrument, and also known to me to be
      the
      person who executed it on behalf of such corporation and acknowledged to me
      that
      such corporation executed the within instrument.

     

    IN
      WITNESS WHEREOF, I have hereunto set my hand and affixed my official seal the
      day and year in this certificate first above written.

     

    
      	
              ____________________________

            
	
              Notary
                Public

            


    

    [Notarial
      Seal]

     


    
      
         

      

      
         

        
          

        

      

      
         

      

    


    


    
      	
              STATE
                OF NEW YORK

            	
              )

            
	 	
              )
                ss.:

            
	
              COUNTY
                OF NEW YORK

            	
              )

            


    

    


    On
      this
      ____ day of June 2006 before me, a notary public in and for said State,
      appeared_______________, personally known to me on the basis of satisfactory
      evidence to be an authorized representative of Nomura Credit & Capital,
      Inc., that executed the within instrument, and also known to me to be the person
      who executed it on behalf of such corporation, and acknowledged to me that
      such
      corporation executed the within instrument.

     

    IN
      WITNESS WHEREOF, I have hereunto set my hand and affixed my official seal the
      day and year in this certificate first above written.

     

    
      	
              ____________________________

            
	
              Notary
                Public

            


    

    [Notarial
      Seal]

     


    
      
         

      

      
         

        
          

        

      

      
         

      

    


    


    
      	
              STATE
                OF CALIFORNIA

            	
              )

            
	 	
              )
                ss.:

            
	
              COUNTY
                OF 

            	
              )

            


    

    


    On
      this
      ____ day of June 2006, before me, a notary public in and for said State,
      appeared _________________, personally known to me on the basis of satisfactory
      evidence to be an authorized representative of Wells Fargo Bank, National
      Association, one of the entities that executed the within instrument, and also
      known to me to be the person who executed it on behalf of such corporation
      and
      acknowledged to me that such corporation executed the within
      instrument.

     

    IN
      WITNESS WHEREOF, I have hereunto set my hand and affixed my official seal the
      day and year in this certificate first above written.

     

    
      	
              ____________________________

            
	
              Notary
                Public

            


    

    [Notarial
      Seal]

     


    
      
         

      

      
         

        
          

        

      

      
         

      

    


    


    
      	
              STATE
                OF 

            	
              )

            
	 	
              )
                ss.:

            
	
              COUNTY
                OF 

            	
              )

            


    

    


    On
      this
      ____ day of June 2006, before me, a notary public in and for said State,
      appeared _______________, personally known to me on the basis of satisfactory
      evidence to be an authorized representative of HSBC Bank USA, National
      Association that executed the within instrument, and also known to me to be
      the
      person who executed it on behalf of such corporation, and acknowledged to me
      that such corporation executed the within instrument.

     

    IN
      WITNESS WHEREOF, I have hereunto set my hand and affixed my official seal the
      day and year in this certificate first above written.

     

    
      	
              ____________________________

            
	
              Notary
                Public

            


    

    [Notarial
      Seal]

     


    
      
         

      

      
         

        
          

        

      

      
         

      

    


    


    
      	
              STATE
                OF 

            	
              )

            
	 	
              )
                ss.:

            
	
              COUNTY
                OF 

            	
              )

            


    

    


    On
      this
      ____ day of June
      2006,
      before
      me, a notary public in and for said State, appeared _______________, personally
      known to me on the basis of satisfactory evidence to be an authorized
      representative of Wells Fargo Bank, National Association that executed the
      within instrument, and also known to me to be the person who executed it on
      behalf of such corporation, and acknowledged to me that such corporation
      executed the within instrument.

     

    IN
      WITNESS WHEREOF, I have hereunto set my hand and affixed my official seal the
      day and year in this certificate first above written.

     

    
      	
              ____________________________

            
	
              Notary
                Public

            


    

    [Notarial
      Seal]