EXHIBIT
        4.3

       

      
        

        

      

       

      


      [NAME
        OF
        SERVICER],

      as
        Servicer

       

      


      _____
        TRUST SERIES ____-__,

      as
        Issuing Entity

      
 

      and

       

       

      [NAME
        OF
        INDENTURE TRUSTEE]

      as
        Indenture Trustee


      


      __________________________

       

      SERVICING
        AGREEMENT

       

      Dated
        as
        of ________ 1, ___

       

      __________________________

       

      


      


      
        

        

      

      


      

        
          
             

          

          
             

            
              

            

          

          
             

          

        

      

       

      TABLE
        OF
        CONTENTS

       

      Page

      
        	 
	
                ARTICLE
                  I

              
	 
	
                DEFINITIONS

              
	 
	
                Section
                  1.01

              	
                Definitions

              	
                1

              
	
                Section
                  1.02

              	
                Other
                  Definitional Provisions

              	
                1

              
	
                Section
                  1.03

              	
                Interest
                  Calculations

              	
                2

              
	 
	
                ARTICLE
                  II

              
	 
	
                REPRESENTATIONS
                  AND WARRANTIES

              
	 
	
                Section
                  2.01

              	
                Representations
                  and Warranties Regarding the Servicer

              	
                2

              
	
                Section
                  2.02

              	
                Representations
                  and Warranties of the Issuing Entity

              	
                3

              
	
                Section
                  2.03

              	
                Enforcement
                  of Representations and Warranties

              	
                4

              
	 
	
                ARTICLE
                  III

              
	 
	
                ADMINISTRATION
                  AND SERVICING OF LOANS

              
	 
	
                Section
                  3.01

              	
                The
                  Servicer

              	
                5

              
	
                Section
                  3.02

              	
                Collection
                  of Certain Loan Payments

              	
                7

              
	
                Section
                  3.03

              	
                Withdrawals
                  From the Custodial Account

              	
                9

              
	
                Section
                  3.04

              	
                Maintenance
                  of Hazard Insurance; Property Protection Expenses

              	
                10

              
	
                Section
                  3.05

              	
                Modification
                  Agreements

              	
                11

              
	
                Section
                  3.06

              	
                Trust
                  Estate; Related Documents

              	
                11

              
	
                Section
                  3.07

              	
                Realization
                  Upon Defaulted Loans; Loss Mitigation

              	
                12

              
	
                Section
                  3.08

              	
                Issuing
                  Entity and Indenture Trustee to Cooperate

              	
                14

              
	
                Section
                  3.09

              	
                Servicing
                  Compensation; Payment of Certain Expenses by Servicer

              	
                15

              
	
                Section
                  3.10

              	
                Annual
                  Statement as to Compliance

              	
                15

              
	
                Section
                  3.11

              	
                Annual
                  Servicing Report

              	
                16

              
	
                Section
                  3.12

              	
                Access
                  to Certain Documentation and Information Regarding the
                  Loans

              	
                18

              
	
                Section
                  3.13

              	
                Maintenance
                  of Certain Servicing Insurance Policies

              	
                18

              
	
                Section
                  3.14

              	
                Information
                  Required by the Internal Revenue Service and Reports of Foreclosures
                  and
                  Abandonments of Mortgaged Property

              	
                18

              
	
                Section
                  3.15

              	
                Optional
                  Purchase of Loans by Servicer

              	
                18

              
	 
	
                ARTICLE
                  IV

              
	 
	
                SERVICING
                  CERTIFICATE

              
	 
	
                Section
                  4.01

              	
                Statements
                  to Securityholders

              	
                19

              
	
                Section
                  4.02

              	
                Tax
                  Reporting

              	
                23

              


      

       

       

      
        
           

        

        
          i

          
            

          

        

        
           

        

      

       

      
        	
                ARTICLE
                  V

              
	 
	
                PAYMENT
                  ACCOUNT

              
	 
	
                Section
                  5.01

              	
                Payment
                  Account

              	
                23

              
	 
	
                ARTICLE
                  VI

              
	 
	
                THE
                  SERVICER

              
	 
	
                Section
                  6.01

              	
                Liability
                  of the Servicer

              	
                24

              
	
                Section
                  6.02

              	
                Merger
                  or Consolidation of, or Assumption of the Obligations of, the
                  Servicer

              	
                24

              
	
                Section
                  6.03

              	
                Limitation
                  on Liability of the Servicer and Others

              	
                24

              
	
                Section
                  6.04

              	
                Servicer
                  Not to Resign

              	
                25

              
	
                Section
                  6.05

              	
                Delegation
                  of Duties

              	
                25

              
	 
	
                ARTICLE
                  VII

              
	 
	
                DEFAULT

              
	 
	
                Section
                  7.01

              	
                Servicing
                  Default

              	
                26

              
	
                Section
                  7.02

              	
                Indenture
                  Trustee to Act; Appointment of Successor

              	
                27

              
	
                Section
                  7.03

              	
                Notification
                  to Securityholders

              	
                29

              
	 
	
                ARTICLE
                  VIII

              
	 
	
                MISCELLANEOUS
                  PROVISIONS

              
	 
	
                Section
                  8.01

              	
                Amendment

              	
                29

              
	
                Section
                  8.02

              	
                Governing
                  Law

              	
                29

              
	
                Section
                  8.03

              	
                Notices

              	
                29

              
	
                Section
                  8.04

              	
                Severability
                  of Provisions

              	
                30

              
	
                Section
                  8.05

              	
                Third-Party
                  Beneficiaries

              	
                30

              
	
                Section
                  8.06

              	
                Counterparts

              	
                30

              
	
                Section
                  8.07

              	
                Effect
                  of Headings and Table of Contents

              	
                30

              
	
                Section
                  8.08

              	
                Termination
                  Upon Purchase by the Servicer or Liquidation of All Loans; Partial
                  Redemption

              	
                30

              
	
                Section
                  8.09

              	
                Certain
                  Matters Affecting the Indenture Trustee

              	
                31

              
	
                Section
                  8.10

              	
                Owner
                  Trustee Not Liable for Related Documents

              	
                31

              


      

      

        
          	
                  EXHIBIT
                    A - LOAN SCHEDULE

                	
                  A-1

                
	
                  EXHIBIT
                    B - POWER OF ATTORNEY

                	
                  B-1

                
	
                  EXHIBIT
                    C - FORM OF REQUEST FOR RELEASE

                	
                  C-1

                
	
                  EXHIBIT
                    D - CERTIFICATE PURSUANT TO SECTION 3.08 

                	
                  D-1

                
	
                  EXHIBIT
                    E - SERVICING CRITERIA TO BE ADDRESSED IN ASSESSMENT OF
                    COMPLIANCE

                	
                  E-1

                


        

      

       


      
        
           

        

        
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      This
        is a
        Servicing Agreement, dated as of _________ 1, ____, among [Name of Servicer]
        (the “Servicer”), the _____ Trust Series ____-__ (the “Issuing Entity”) and
        [Name of Indenture Trustee] (the “Indenture Trustee”).

       

      WITNESSETH
        THAT:

       

      WHEREAS,
        pursuant to the terms of the Loan Purchase Agreement, [Name of Sponsor] (in
        its
        capacity as Sponsor) will sell to the Depositor the Loans together with the
        Related Documents on the Closing Date;

       

      WHEREAS,
        the Depositor will sell the Loans and all of its rights under the Loan Purchase
        Agreement to the Issuing Entity, together with the Related Documents on the
        Closing Date;

       

      WHEREAS,
        pursuant to the terms of the Trust Agreement, the Issuing Entity will issue
        and
        transfer to or at the direction of the Depositor, the Certificates;

       

      WHEREAS,
        pursuant to the terms of the Indenture, the Issuing Entity will issue and
        transfer to or at the direction of the Depositor, the Notes; and

       

      WHEREAS,
        pursuant to the terms of this Servicing Agreement, the Servicer will service
        the
        Loans directly or through one or more Subservicers;

       

      NOW,
        THEREFORE, in consideration of the mutual covenants herein contained, the
        parties hereto agree as follows:

       

      ARTICLE
        I

       

      DEFINITIONS

       

      Section
        1.01 Definitions.
        For all
        purposes of this Servicing Agreement, except as otherwise expressly provided
        herein or unless the context otherwise requires, capitalized terms not otherwise
        defined herein shall have the meanings assigned to such terms in the Definitions
        contained in Appendix A to the Indenture dated as of _______________ (the
        “Indenture”), between ______ Trust Series ____-__, as issuing entity, and [Name
        of Indenture Trustee], as indenture trustee, which is incorporated by reference
        herein. All other capitalized terms used herein shall have the meanings
        specified herein.

       

      Section
        1.02 Other
        Definitional Provisions.
        i)
        All
        terms defined in this Servicing Agreement shall have the defined meanings
        when
        used in any certificate or other document made or delivered pursuant hereto
        unless otherwise defined therein.

       

      (b) As
        used
        in this Servicing Agreement and in any certificate or other document made
        or
        delivered pursuant hereto or thereto, accounting terms not defined in this
        Servicing Agreement or in any such certificate or other document, and accounting
        terms partly defined in this Servicing Agreement or in any such certificate
        or
        other document, to the extent not defined, shall have the respective meanings
        given to them under generally accepted accounting principles. To the extent
        that
        the definitions of accounting terms in this Servicing Agreement or in any
        such
        certificate or other document are inconsistent with the meanings of such
        terms
        under generally accepted accounting principles, the definitions contained
        in
        this Servicing Agreement or in any such certificate or other document shall
        control.

       


      
        
           

        

        
           

          
            

          

        

        
           

        

      


      (c) The
        words
“hereof,” “herein,” “hereunder” and words of similar import when used in this
        Servicing Agreement shall refer to this Servicing Agreement as a whole and
        not
        to any particular provision of this Servicing Agreement; Section and Exhibit
        references contained in this Servicing Agreement are references to Sections
        and
        Exhibits in or to this Servicing Agreement unless otherwise specified; and
        the
        term “including” shall mean “including without limitation”.

       

      (d) The
        definitions contained in this Servicing Agreement are applicable to the singular
        as well as the plural forms of such terms and to the masculine as well as
        the
        feminine and neuter genders of such terms.

       

      (e) Any
        agreement, instrument or statute defined or referred to herein or in any
        instrument or certificate delivered in connection herewith means such agreement,
        instrument or statute as from time to time amended, modified or supplemented
        and
        includes (in the case of agreements or instruments) references to all
        attachments thereto and instruments incorporated therein; references to a
        Person
        are also to its permitted successors and assigns.

       

      Section
        1.03 Interest
        Calculations.
        All
        calculations of interest hereunder that are made in respect of the Stated
        Principal Balance of a Loan shall be made in accordance with the Mortgage
        Note.
        All calculations of interest on the Securities (other than the Class A, M-2
        and
        B-1 Notes) shall be made on the basis of a 30-day month and a year assumed
        to
        consist of 360 days. Calculation of interest on the Class A, M-2 and B-1
        Notes
        shall be made on the basis of the actual number of days in the Accrual Period
        and a year assumed to consist of 360 days. The calculation of the Servicing
        Fee
        shall be made on the basis of a 30-day month and a year assumed to consist
        of
        360 days. All dollar amounts calculated hereunder shall be rounded to the
        nearest penny with one-half of one penny being rounded up.

       

      ARTICLE
        II

       

      REPRESENTATIONS
        AND WARRANTIES

       

      Section
        2.01 Representations
        and Warranties Regarding the Servicer.
        The
        Servicer represents and warrants to the Issuing Entity and for the benefit
        of
        the Indenture Trustee, as pledgee of the Loans, as of the Cut-off
        Date:

       

      (i)
        The
        Servicer is a limited partnership duly organized, validly existing and in
        good
        standing under the laws of the State of _____________ and has the corporate
        power to own its assets and to transact the business in which it is currently
        engaged. The Servicer is duly qualified to do business as a foreign corporation
        and is in good standing in each jurisdiction in which the character of the
        business transacted by it or properties owned or leased by it requires such
        qualification and in which the failure to so qualify would have a material
        adverse effect on the business, properties, assets, or condition (financial
        or
        other) of the Servicer;

       


      
        
           

        

        
          2

          
            

          

        

        
           

        

      


      (ii)
        The
        Servicer has the power and authority to make, execute, deliver and perform
        this
        Servicing Agreement and all of the transactions contemplated under this
        Servicing Agreement, and has taken all necessary corporate action to authorize
        the execution, delivery and performance of this Servicing Agreement. When
        executed and delivered, this Servicing Agreement will constitute the legal,
        valid and binding obligation of the Servicer enforceable in accordance with
        its
        terms, except as enforcement of such terms may be limited by bankruptcy,
        insolvency or similar laws affecting the enforcement of creditors’ rights
        generally and by the availability of equitable remedies;

       

      (iii)
        The
        Servicer is not required to obtain the consent of any other Person or any
        consent, license, approval or authorization from, or registration or declaration
        with, any governmental authority, bureau or agency in connection with the
        execution, delivery, performance, validity or enforceability of this Servicing
        Agreement, except for such consent, license, approval or authorization, or
        registration or declaration, as shall have been obtained or filed, as the
        case
        may be;

       

      (iv)
        The
        execution and delivery of this Servicing Agreement and the performance of
        the
        transactions contemplated hereby by the Servicer will not violate any provision
        of any existing law or regulation or any order or decree of any court applicable
        to the Servicer or any provision of the Certificate of Incorporation of the
        Servicer, or constitute a material breach of any mortgage, indenture, contract
        or other agreement to which the Servicer is a party or by which the Servicer
        may
        be bound; and

       

      (v)
        No
        litigation or administrative proceeding of or before any court, tribunal
        or
        governmental body is currently pending, or to the knowledge of the Servicer
        threatened, against the Servicer or any of its properties or with respect
        to
        this Servicing Agreement or the Securities which in the opinion of the Servicer
        has a reasonable likelihood of resulting in a material adverse effect on
        the
        transactions contemplated by this Servicing Agreement.

       

      The
        foregoing representations and warranties shall survive any termination of
        the
        Servicer hereunder.

       

      Section
        2.02 Representations
        and Warranties of the Issuing Entity.
        The
        Issuing Entity hereby represents and warrants to the Servicer and for the
        benefit of the Indenture Trustee, as pledgee of the Loans, as of the Cut-off
        Date:

       

      (i)
        The
        Issuing Entity is a business trust duly formed and in good standing under
        the
        laws of the State of Delaware and has full power, authority and legal right
        to
        execute and deliver this Servicing Agreement and to perform its obligations
        under this Servicing Agreement, and has taken all necessary action to authorize
        the execution, delivery and performance by it of this Servicing Agreement;
        and

       

      (ii)
        The
        execution and delivery by the Issuing Entity of this Servicing Agreement
        and the
        performance by the Issuing Entity of its obligations under this Servicing
        Agreement will not violate any provision of any law or regulation governing
        the
        Issuing Entity or any order, writ, judgment or decree of any court, arbitrator
        or governmental authority or agency applicable to the Issuing Entity or any
        of
        its assets. Such execution, delivery, authentication and performance will
        not
        conflict with, or result in a breach or violation of, any mortgage, deed
        of
        trust, lease or other agreement or instrument to which the Issuing Entity
        is
        bound.

       

       


      
        
           

        

        
          3

          
            

          

        

        
           

        

      


      Section
        2.03 Enforcement
        of Representations and Warranties.
        The
        Servicer, on behalf of and subject to the direction of the Indenture Trustee,
        as
        pledgee of the Loans, or the Issuing Entity, shall enforce the representations
        and warranties of the Sponsor pursuant to the Loan Purchase Agreement. Upon
        the
        discovery by the Sponsor, the Depositor, the Servicer, the Indenture Trustee,
        the Issuing Entity, or any Custodian of a breach of any of the representations
        and warranties made in the Loan Purchase Agreement, in respect of any Loan
        which
        materially and adversely affects the interests of the Securityholders, the
        party
        discovering such breach or existence shall give prompt written notice to
        the
        other parties. The Servicer shall promptly notify the Sponsor of such breach
        and
        request that, pursuant to the terms of the Loan Purchase Agreement, the Sponsor
        either (i) cure such breach in all material respects within 90 days from
        the
        date the Sponsor was notified of such breach or (ii) purchase such Loan from
        the
        Issuing Entity at the price and in the manner set forth in Section 4 of the
        Loan
        Purchase Agreement; provided that the Sponsor shall, subject to compliance
        with
        all the conditions set forth in the Loan Purchase Agreement, have the option
        to
        substitute an Eligible Substitute Loan or Loans for such Loan. In the event
        that
        the Sponsor elects to substitute one or more Eligible Substitute Loans pursuant
        to Section 4 of the Loan Purchase Agreement, the Sponsor shall deliver to
        the
        Issuing Entity with respect to such Eligible Substitute Loans, the original
        Mortgage Note, the Mortgage, and such other documents and agreements as are
        required by the Loan Purchase Agreement. Payments due with respect to Eligible
        Substitute Loans in the month of substitution shall not be transferred to
        the
        Issuing Entity and will be retained by the Servicer and remitted by the Servicer
        to the Sponsor on the next succeeding Payment Date provided a payment at
        least
        equal to the applicable Monthly Payment has been received by the Issuing
        Entity
        for such month in respect of the Loan to be removed. The Servicer shall amend
        or
        cause to be amended the Loan Schedule to reflect the removal of such Loan
        and
        the substitution of the Eligible Substitute Loans and the Servicer shall
        promptly deliver the amended Loan Schedule to the Owner Trustee and the
        Indenture Trustee.

       

      It
        is
        understood and agreed that the obligation of the Sponsor to cure such breach
        or
        purchase or substitute for such Loan as to which such a breach has occurred
        and
        is continuing shall constitute the sole remedy respecting such breach available
        to the Issuing Entity and the Indenture Trustee, as pledgee of the Loans,
        against the Sponsor. In connection with the purchase of or substitution for
        any
        such Loan by the Sponsor, the Issuing Entity shall assign to the Sponsor
        all of
        its right, title and interest in respect of the Loan Purchase Agreement
        applicable to such Loan. Upon receipt of the Repurchase Price, or upon
        completion of such substitution, the Servicer shall notify the Custodian
        and
        then the Custodian shall deliver the Mortgage Files to the Servicer, together
        with all relevant endorsements and assignments prepared by the Servicer which
        the Indenture Trustee shall execute.

       


      
        
           

        

        
          4

          
            

          

        

        
           

        

      


      ARTICLE
        III

       

      ADMINISTRATION
        AND SERVICING OF LOANS

       

      Section
        3.01 The
        Servicer.
        (a)
        The
        Servicer shall service and administer the Loans in accordance with the terms
        of
        this Servicing Agreement, following such procedures as it would employ in
        its
        good faith business judgment and which are normal and usual in its general
        mortgage servicing activities, and shall have full power and authority, acting
        alone or through a subservicer, to do any and all things in connection with
        such
        servicing and administration which it may deem necessary or desirable, it
        being
        understood, however, that the Servicer shall at all times remain responsible
        to
        the Issuing Entity and the Indenture Trustee for the performance of its duties
        and obligations hereunder in accordance with the terms hereof. Without limiting
        the generality of the foregoing, the Servicer shall continue, and is hereby
        authorized and empowered by the Issuing Entity and the Indenture Trustee,
        as
        pledgee of the Loans, to execute and deliver, on behalf of itself, the Issuing
        Entity, the Indenture Trustee or any of them, any and all instruments of
        satisfaction or cancellation, or of partial or full release or discharge,
        or of
        consent to modification in connection with a proposed conveyance, or of
        assignment of any Mortgage and Mortgage Note in connection with the repurchase
        of a Loan and all other comparable instruments with respect to the Loans
        and
        with respect to the Mortgaged Properties, or with respect to the modification
        or
        re-recording of a Mortgage for the purpose of correcting the Mortgage, the
        subordination of the lien of the Mortgage in favor of a public utility company
        or government agency or unit with powers of eminent domain, the taking of
        a deed
        in lieu of foreclosure, the commencement, prosecution or completion of judicial
        or non-judicial foreclosure, the acquisition of any property acquired by
        foreclosure or deed in lieu of foreclosure, or the management, marketing
        and
        conveyance of any property acquired by foreclosure or deed in lieu of
        foreclosure. The Issuing Entity, the Indenture Trustee and the Custodian,
        as
        applicable, shall furnish the Servicer with any powers of attorney and other
        documents necessary or appropriate to enable the Servicer to carry out its
        servicing and administrative duties hereunder. On the Closing Date, the
        Indenture Trustee shall deliver to the Servicer a limited power of attorney
        substantially in the form of Exhibit B hereto.

       

      If
        the
        Mortgage relating to a Loan did not have a lien senior to the Loan on the
        related Mortgaged Property as of the Cut-off Date, then the Servicer, in
        such
        capacity, may not consent to the placing of a lien senior to that of the
        Mortgage on the related Mortgaged Property. If the Mortgage relating to a
        Loan
        had a lien senior to the Loan on the related Mortgaged Property as of the
        Cut-off Date, then the Servicer, in such capacity, may consent to the
        refinancing of the prior senior lien, provided that the following requirements
        are met:

       

      (i)
        (A)
        the
        Mortgagor’s debt-to-income ratio resulting from such refinancing is less than
        the original debt-to-income ratio as set forth on the Mortgage Loan Schedule;
        or

       

      (B) the
        resulting Combined Loan-to-Value Ratio of such Loan is no higher than the
        Combined Loan-to-Value Ratio prior to such refinancing; provided, however,
        if
        such refinanced mortgage loan is a “rate and term” mortgage loan (meaning, the
        Mortgagor does not receive any cash from the refinancing), the Combined
        Loan-to-Value Ratio may increase to the extent of the reasonable closing
        costs
        of such refinancing;

       


      
        
           

        

        
          5

          
            

          

        

        
           

        

      


      (ii)
        the
        interest rate, or, in the case of an adjustable rate existing senior lien,
        the
        maximum interest rate, for the loan evidencing the refinanced senior lien
        is no
        more than 2.0% higher than the interest rate or the maximum interest rate,
        as
        the case may be, on the loan evidencing the existing senior lien immediately
        prior to the date of such refinancing; provided, however (a) if the loan
        evidencing the existing senior lien prior to the date of refinancing has
        an
        adjustable rate and the loan evidencing the refinanced senior lien has a
        fixed
        rate, then the current interest rate on the loan evidencing the refinanced
        senior lien may be up to 2.0% higher than the then-current loan rate of the
        loan
        evidencing the existing senior lien and (b) if the loan evidencing the existing
        senior lien prior to the date of refinancing has a fixed rate and the loan
        evidencing the refinanced senior lien has an adjustable rate, then the maximum
        interest rate on the loan evidencing the refinanced senior lien shall be
        less
        than or equal to (x) the interest rate on the loan evidencing the existing
        senior lien prior to the date of refinancing plus (y) 2.0%; and

       

      (iii)
        the
        loan
        evidencing the refinanced senior lien is not subject to negative
        amortization.

       

      The
        relationship of the Servicer (and of any successor to the Servicer as servicer
        under this Servicing Agreement) to the Issuing Entity under this Servicing
        Agreement is intended by the parties to be that of an independent contractor
        and
        not that of a joint venturer, partner or agent.

       

      (b) The
        Servicer may continue in effect Subservicing Agreements entered into by the
        Sponsor and Subservicers prior to the execution and delivery of this Agreement,
        and may enter into Subservicing Agreements with Subservicers for the servicing
        and administration of certain of the Loans. Each Subservicer of a Loan shall
        be
        entitled to receive and retain, as provided in the related Subservicing
        Agreement and in Section 3.02, the related Subservicing Fee from payments
        of
        interest received on such Loan after payment of all amounts required to be
        remitted to the Servicer in respect of such Loan. For any Loan not subject
        to a
        Subservicing Agreement, the Servicer shall be entitled to receive and retain
        an
        amount equal to the Subservicing Fee from payments of interest. References
        in
        this Servicing Agreement to actions taken or to be taken by the Servicer
        in
        servicing the Loans include actions taken or to be taken by a Subservicer
        on
        behalf of the Servicer. Each Subservicing Agreement will be upon such terms
        and
        conditions as are not inconsistent with this Servicing Agreement and as the
        Servicer and the Subservicer have agreed. With the approval of the Servicer,
        a
        Subservicer may delegate its servicing obligations to third-party servicers,
        but
        such Subservicers will remain obligated under the related Subservicing
        Agreements. The Servicer and the Subservicer may enter into amendments to
        the
        related Subservicing Agreements; provided, however, that any such amendments
        shall not cause the Loans to be serviced in a manner that would be materially
        inconsistent with the standards set forth in this Servicing Agreement. The
        Servicer shall be entitled to terminate any Subservicing Agreement in accordance
        with the terms and conditions thereof and without any limitation by virtue
        of
        this Servicing Agreement; provided, however, that in the event of termination
        of
        any Subservicing Agreement by the Servicer or the Subservicer, the Servicer
        shall either act as servicer of the related Loan or enter into a Subservicing
        Agreement with a successor Subservicer which will be bound by the terms of
        the
        related Subservicing Agreement. The Servicer shall be entitled to enter into
        any
        agreement with a Subservicer for indemnification of the Servicer and nothing
        contained in this Servicing Agreement shall be deemed to limit or modify
        such
        indemnification.

       


      
        
           

        

        
          6

          
            

          

        

        
           

        

      


      In
        the
        event that the rights, duties and obligations of the Servicer are terminated
        hereunder, any successor to the Servicer in its sole discretion may, to the
        extent permitted by applicable law, terminate the existing Subservicing
        Agreement with any Subservicer in accordance with the terms of the applicable
        Subservicing Agreement or assume the terminated Servicer’s rights and
        obligations under such subservicing arrangements which termination or assumption
        will not violate the terms of such arrangements.

       

      As
        part
        of its servicing activities hereunder, the Servicer, for the benefit of the
        Securityholders, shall use reasonable efforts to enforce the obligations
        of each
        Subservicer under the related Subservicing Agreement, to the extent that
        the
        non-performance of any such obligation would have a material adverse effect
        on a
        Loan. Such enforcement, including, without limitation, the legal prosecution
        of
        claims, termination of Subservicing Agreements and the pursuit of other
        appropriate remedies, shall be in such form and carried out to such an extent
        and at such time as the Servicer would employ in its good faith business
        judgment and which are normal and usual in its general mortgage servicing
        activities. The Servicer shall pay the costs of such enforcement at its own
        expense, and shall be reimbursed therefor only (i) from a general recovery
        resulting from such enforcement to the extent, if any, that such recovery
        exceeds all amounts due in respect of the related Loan or (ii) from a specific
        recovery of costs, expenses or attorneys fees against the party against whom
        such enforcement is directed.

       

      Section
        3.02 Collection
        of Certain Loan Payments.
        (a)
        The
        Servicer shall make reasonable efforts to collect all payments called for
        under
        the terms and provisions of the Loans, and shall, to the extent such procedures
        shall be consistent with this Servicing Agreement and generally consistent
        with
        any related insurance policy, follow such collection procedures as it would
        employ in its good faith business judgment and which are normal and usual
        in its
        general mortgage servicing activities. Consistent with the foregoing, and
        without limiting the generality of the foregoing, the Servicer may in its
        discretion waive any late payment charge, prepayment charge or penalty interest
        or other fees which may be collected in the ordinary course of servicing
        such
        Loan. The Servicer may also extend the Due Date for payment due on a Loan,
        provided, however, that the Servicer shall first determine that any such
        waiver
        or extension will not impair the coverage of any related insurance policy
        or
        materially adversely affect the lien of the related Mortgage (except as
        described below) or the interests of the Securityholders. Consistent with
        the
        terms of this Servicing Agreement, the Servicer may also:

       

      (i)
        waive,
        modify or vary any term of any Loan;

       

      (ii)
        consent
        to the postponement of strict compliance with any such term or in any manner
        grant indulgence to any Mortgagor;

       

      (iii)
        arrange
        with a Mortgagor a schedule for the payment of principal and interest due
        and
        unpaid;

       

      (iv)
        forgive
        any portion of the amounts contractually owed under the Loan;

       


      
        
           

        

        
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      (v)
        capitalize
        past due amounts owed under the Loan by adding any amounts in arrearage to
        the
        existing principal balance of the Loan (a “Capitalization Workout”) of which
        will result in an increased Monthly Payment amount, provided that: (A) the
        amount added to the existing principal balance of the Loan (the “Capitalized
        Amount”) shall be no greater than five times the Mortgagor’s current Monthly
        Payment amount; and (B) the Servicer shall not enter into a Capitalization
        Workout unless the Combined Loan-to-Value Ratio of the Loan prior to the
        Capitalization Workout equals or exceeds 80% and the Mortgagor has qualified
        for
        the Capitalization Workout under the Servicer’s servicing
        guidelines;

       

      (vi)
        reset
        the
        Due Date for the Loan, or any combination of the foregoing;

       

      if
        in the
        Servicer’s determination such waiver, modification, postponement or indulgence,
        arrangement or other action referred to above is not materially adverse to
        the
        interests of the Securityholders and is generally consistent with the Servicer’s
        policies with respect to mortgage loans similar to the Loans; provided, however,
        that the Servicer may not modify or permit any Subservicer to modify any
        Loan
        (including without limitation any modification that would change the Loan
        Rate,
        forgive the payment of any principal or interest (unless in connection with
        the
        liquidation of the related Loan) or extend the final maturity date of such
        Loan)
        unless such Loan is in default or, in the judgment of the Servicer, such
        default
        is reasonably foreseeable. The general terms of any waiver, modification,
        postponement or indulgence with respect to any of the Loans will be included
        in
        the Servicing Certificate, and such Loans will not be considered “delinquent”
for the purposes of the Basic Documents so long as the Mortgagor complies
        with
        the terms of such waiver, modification, postponement or indulgence.

       

      (b) The
        Servicer shall establish a Custodial Account, which shall be an Eligible
        Account
        in which the Servicer shall deposit or cause to be deposited any amounts
        representing payments and collections in respect of the Loans received by
        it
        subsequent to the Cut-off Date (other than in respect of the payments referred
        to in the following paragraph) within one Business Day following receipt
        thereof
        (or otherwise on or prior to the Closing Date), including the following payments
        and collections received or made by it (without duplication):

       

      (i)
        all
        payments of principal or interest on the Loans received by the Servicer from
        the
        respective Subservicer, net of any portion of the interest thereof retained
        by
        the Subservicer as Subservicing Fees;

       

      (ii)
        the
        aggregate Repurchase Price of the Loans purchased by the Servicer pursuant
        to
        Section 3.15;

       

      (iii)
        Net
        Liquidation Proceeds net of any related Foreclosure Profit;

       

      (iv)
        all
        proceeds of any Loans repurchased by the Sponsor pursuant to the Loan Purchase
        Agreement, and all Substitution Amounts required to be deposited in connection
        with the substitution of an Eligible Substitute Loan pursuant to the Loan
        Purchase Agreement;

       

      (v)
        insurance
        proceeds, other than Net Liquidation Proceeds, resulting from any insurance
        policy maintained on a Mortgaged Property; and

       


      
        
           

        

        
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      (vi)
        amounts
        required to be paid by the Servicer pursuant to Sections 3.04 and
        8.08.

       

      provided,
        however,
        that
        with respect to each Collection Period, the Servicer shall be permitted to
        retain from payments in respect of interest on the Loans, the Servicing Fee
        for
        such Collection Period. The foregoing requirements respecting deposits to
        the
        Custodial Account are exclusive, it being understood that, without limiting
        the
        generality of the foregoing, the Servicer need not deposit in the Custodial
        Account amounts representing Foreclosure Profits, prepayment penalties, fees
        (including annual fees) or late charge penalties payable by Mortgagors (such
        amounts to be retained as additional servicing compensation in accordance
        with
        Section 3.09 hereof), or amounts received by the Servicer for the accounts
        of
        Mortgagors for application towards the payment of taxes, insurance premiums,
        assessments and similar items. In the event any amount not required to be
        deposited in the Custodial Account is so deposited, the Servicer may at any
        time
        withdraw such amount from the Custodial Account, any provision herein to
        the
        contrary notwithstanding.

       

      The
        Servicer may cause the institution maintaining the Custodial Account to invest
        any funds in the Custodial Account in Permitted Investments, which shall
        mature
        not later than the Business Day preceding the next Payment Date and which
        shall
        not be sold or disposed of prior to its maturity. Except as provided above,
        all
        income and gain realized from any such investment shall inure to the benefit
        of
        the Servicer and shall be subject to its withdrawal or order from time to
        time.
        The amount of any losses incurred in respect of the principal amount of any
        such
        investments shall be deposited in the Custodial Account by the Servicer out
        of
        its own funds immediately as realized.

       

      (c) The
        Servicer will require each Subservicer to hold all funds constituting
        collections on the Loans, pending remittance thereof to the Servicer, in
        one or
        more accounts meeting the requirements of an Eligible Account, and invested
        in
        Permitted Investments.

       

      Section
        3.03 Withdrawals
        From the Custodial Account.
        The
        Servicer shall, from time to time as provided herein, make withdrawals from
        the
        Custodial Account of amounts on deposit therein pursuant to Section 3.02
        that
        are attributable to the Loans for the following purposes:

       

      (i)
        to
        deposit in the Payment Account, seven days prior to each Payment Date (or
        if
        such day is not a Business Day, the immediately preceding Business Day),
        an
        amount equal to the Interest Remittance Amount (excluding any payments under
        the
        Yield Maintenance Agreement that were received by the Indenture Trustee)
        and
        Principal Remittance Amount required to be distributed on such Payment
        Date;

       

      (ii)
        to
        the
        extent deposited to the Custodial Account, to reimburse itself or the related
        Subservicer for previously unreimbursed expenses incurred in maintaining
        individual insurance policies pursuant to Section 3.04, or Liquidation Expenses,
        paid pursuant to Section 3.07 or otherwise reimbursable pursuant to the terms
        of
        this Servicing Agreement (to the extent not payable pursuant to Section 3.09),
        such withdrawal right being limited to amounts received on particular Loans
        (other than any Repurchase Price in respect thereof) which represent late
        recoveries of the payments for which such advances were made, or from related
        Liquidation Proceeds or the proceeds of the purchase of such Loan;

       


      
        
           

        

        
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      (iii)
        to
        pay to
        itself out of each payment received on account of interest on a Loan as
        contemplated by Section 3.09, an amount equal to the related Servicing Fee
        (to
        the extent not retained pursuant to Section 3.02), and to pay to any Subservicer
        any Subservicing Fees not previously withheld by the Subservicer;

       

      (iv)
        to
        the
        extent deposited in the Custodial Account to pay to itself as additional
        servicing compensation any interest or investment income earned on funds
        deposited in the Custodial Account and Payment Account that it is entitled
        to
        withdraw pursuant to Sections 3.02(b) and 5.01;

       

      (v)
        to
        pay to
        itself or the Sponsor, with respect to any Loan or property acquired in respect
        thereof that has been purchased or otherwise transferred to the Sponsor,
        the
        Servicer or other entity, all amounts received thereon and not required to
        be
        distributed to Securityholders as of the date on which the related Purchase
        Price or Repurchase Price is determined; and

       

      (vi)
        to
        withdraw any other amount deposited in the Custodial Account that was not
        required to be deposited therein pursuant to Section 3.02.

       

      Since,
        in
        connection with withdrawals pursuant to clauses (ii), (iii), (iv) and (v),
        the
        Servicer’s entitlement thereto is limited to collections or other recoveries on
        the related Loan, the Servicer shall keep and maintain separate accounting,
        on a
        Loan by Loan basis, for the purpose of justifying any withdrawal from the
        Custodial Account pursuant to such clauses. Notwithstanding any other provision
        of this Servicing Agreement, the Servicer shall be entitled to reimburse
        itself
        for any previously unreimbursed expenses incurred pursuant to Section 3.07
        or
        otherwise reimbursable pursuant to the terms of this Servicing Agreement
        that
        the Servicer determines to be otherwise nonrecoverable (except with respect
        to
        any Loan as to which the Repurchase Price has been paid), by withdrawal from
        the
        Custodial Account of amounts on deposit therein attributable to the Loans
        on any
        Business Day prior to the Payment Date succeeding the date of such
        determination.

       

      Section
        3.04 Maintenance
        of Hazard Insurance; Property Protection Expenses.
        The
        Servicershall cause to be maintained for each Loan hazard insurance naming
        the
        Servicer or related Subservicer as loss payee thereunder providing extended
        coverage in an amount which is equal to at least 100% of the insurable value
        of
        the improvements (guaranteed replacement) or the sum of the unpaid principal
        balance of the first mortgage loan and the Loan amount. The Servicer shall
        also
        cause to be maintained on property acquired upon foreclosure, or deed in
        lieu of
        foreclosure, of any Loan, fire insurance with extended coverage in an amount
        which is at least equal to the amount necessary to avoid the application
        of any
        coinsurance clause contained in the related hazard insurance policy. Amounts
        collected by the Servicer under any such policies (other than amounts to
        be
        applied to the restoration or repair of the related Mortgaged Property or
        property thus acquired or amounts released to the Mortgagor in accordance
        with
        the Servicer’s normal servicing procedures) shall be deposited in the Custodial
        Account to the extent called for by Section 3.02. In cases in which any
        Mortgaged Property is located at any time during the life of a Loan in a
        federally designated flood area, the hazard insurance to be maintained for
        the
        related Loan shall include flood insurance (to the extent available). All
        such
        flood insurance shall be in amounts equal to the lesser of (i) the amount
        required to compensate for any loss or damage to the Mortgaged Property on
        a
        replacement cost basis and (ii) the maximum amount of such insurance available
        for the related Mortgaged Property under the national flood insurance program
        (assuming that the area in which such Mortgaged Property is located is
        participating in such program). The Servicer shall be under no obligation
        to
        require that any Mortgagor maintain earthquake or other additional insurance
        and
        shall be under no obligation itself to maintain any such additional insurance
        on
        property acquired in respect of a 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. If the Servicer shall obtain and maintain a blanket
        policy
        consistent with its general mortgage servicing activities insuring against
        hazard losses on all of the Loans, it shall conclusively be deemed to have
        satisfied its obligations as set forth in the first sentence of this Section
        3.04, it being understood and agreed that such blanket policy may contain
        a
        deductible clause, in which case the Servicer shall, in the event that there
        shall not have been maintained on the related Mortgaged Property a policy
        complying with the first sentence of this Section 3.04 and there shall have
        been
        a loss which would have been covered by such policy, deposit in the Custodial
        Account the amount not otherwise payable under the blanket policy because
        of
        such deductible clause. Any such deposit by the Servicer shall be made on
        the
        last Business Day of the Collection Period in the month in which payments
        under
        any such policy would have been deposited in the Custodial Account. In
        connection with its activities as servicer of the Loans, the Servicer agrees
        to
        present, on behalf of itself, the Issuing Entity and the Indenture Trustee,
        claims under any such blanket policy.

       

       


      
        
           

        

        
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      Section
        3.05 Modification
        Agreements.
        The
        Servicer or the related Subservicer, as the case may be, shall be entitled
        to
        (A) execute assumption agreements, modification agreements, substitution
        agreements, and instruments of satisfaction or cancellation or of partial
        or
        full release or discharge, or any other document contemplated by this Servicing
        Agreement and other comparable instruments with respect to the Loans and
        with
        respect to the Mortgaged Properties subject to the Mortgages (and the Issuing
        Entity and the Indenture Trustee each shall promptly execute any such documents
        on request of the Servicer) and (B) approve the granting of an easement thereon
        in favor of another Person, any alteration or demolition of the related
        Mortgaged Property or other similar matters, in each case if it has determined,
        exercising its good faith business judgment in the same manner as it would
        if it
        were the owner of the related Loan, that the security for, and the timely
        and
        full collectability of, such Loan would not be adversely affected thereby.
        A
        partial release pursuant to this Section 3.05 shall be permitted only if
        the
        Combined Loan-to-Value Ratio for such Loan after such partial release does
        not
        exceed the Combined Loan-to-Value Ratio for such Loan as of the Cut-off Date.
        Any fee collected by the Servicer or the related Subservicer for processing
        such
        request will be retained by the Servicer or such Subservicer as additional
        servicing compensation.

       

      Section
        3.06 Trust
        Estate; Related Documents.
        iv)
        When
        required by the provisions of this Servicing Agreement, the Issuing Entity
        or
        the Indenture Trustee shall execute instruments to release property from
        the
        terms of the Trust Agreement, Indenture or Custodial Agreement, as applicable,
        or convey the Issuing Entity’s or the Indenture Trustee’s interest in the same,
        in a manner and under circumstances which are not inconsistent with the
        provisions of this Servicing Agreement. No party relying upon an instrument
        executed by the Issuing Entity or the Indenture Trustee as provided in this
        Section 3.06 shall be bound to ascertain the Issuing Entity’s or the Indenture
        Trustee’s authority, inquire into the satisfaction of any conditions precedent
        or see to the application of any monies.

       


      
        
           

        

        
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      (b) If
        from
        time to time the Servicer shall deliver to the Custodian copies of any written
        assurance, assumption agreement or substitution agreement or other similar
        agreement pursuant to Section 3.05, the Custodian shall check that each of
        such
        documents purports to be an original executed copy (or a copy of the original
        executed document if the original executed copy has been submitted for recording
        and has not yet been returned) and, if so, shall file such documents, and
        upon
        receipt of the original executed copy from the applicable recording office
        or
        receipt of a copy thereof certified by the applicable recording office shall
        file such originals or certified copies with the Related Documents. If any
        such
        documents submitted by the Servicer do not meet the above qualifications,
        such
        documents shall promptly be returned by the Custodian to the Servicer pursuant
        to the related Custodial Agreement, with a direction to the Servicer to forward
        the correct documentation.

       

      (c) Upon
        receipt of a “Request for Release”, in the form attached hereto as Exhibit C,
        from the Servicer (a “Request for Release”), to the effect that a Loan has been
        the subject of a final payment or a prepayment in full and the related Loan
        has
        been terminated or that substantially all Liquidation Proceeds which have
        been
        determined by the Servicer in its reasonable judgment to be finally recoverable
        have been recovered, and upon deposit to the Custodial Account of such final
        monthly payment, prepayment in full together with accrued and unpaid interest
        to
        the date of such payment with respect to such Loan or, if applicable,
        Liquidation Proceeds, the Custodian shall promptly release the Related Documents
        to the Servicer pursuant to the related Custodial Agreement, which the Indenture
        Trustee shall execute, along with such documents as the Servicer or the
        Mortgagor may request to evidence satisfaction and discharge of such Loan,
        upon
        request of the Servicer. If from time to time and as appropriate for the
        servicing or foreclosure of any Loan, the Servicer requests the Custodian
        to
        release the Related Documents and delivers to the Custodian a Request for
        Release to the Custodian signed by a Responsible Officer of the Servicer,
        the
        Custodian shall release the Related Documents to the Servicer pursuant to
        the
        related Custodial Agreement. The Servicer shall return promptly to the Custodian
        the Related Documents when the Servicer’s need therefor no longer exists, unless
        the related Loan has been liquidated. If such Loans shall be liquidated and
        the
        Custodian receives a Request for Release from the Servicer as provided above,
        then, upon request of the Servicer, the Custodian shall release the Request
        for
        Release to the Servicer pursuant to the related Custodial
        Agreement.

       

      Section
        3.07 Realization
        Upon Defaulted Loans; Loss Mitigation.
        With
        respect to such of the Loans as come into and continue in default, the Servicer
        will decide whether to (i) foreclose upon the Mortgaged Properties securing
        such
        Loans, (ii) write off the unpaid principal balance of the Loans as bad debt,
        (iii) take a deed in lieu of foreclosure, (iv) accept a short sale (a payoff
        of
        the Loan for an amount less than the total amount contractually owed in order
        to
        facilitate a sale of the Mortgaged Property by the Mortgagor) or permit a
        short
        refinancing (a payoff of the Loan for an amount less than the total amount
        contractually owed in order to facilitate refinancing transactions by the
        Mortgagor not involving a sale of the Mortgaged Property), (v) arrange for
        a
        repayment plan, (vi) agree to a modification in accordance with this Servicing

        Agreement, or (vii) take an unsecured note, in connection with a negotiated
        release of the lien of the Mortgage in order to facilitate a settlement with
        the
        Mortgagor; in each case subject to the rights of any related first lien holder;
        provided that in connection with the foregoing if the Servicer has actual
        knowledge that any Mortgaged Property is affected by hazardous or toxic wastes
        or substances and that the acquisition of such Mortgaged Property would not
        be
        commercially reasonable, then the Servicer will not cause the Issuing Entity
        or
        the Indenture Trustee to acquire title to such Mortgaged Property in a
        foreclosure or similar proceeding. In connection with such decision, the
        Servicer shall follow such practices (including, in the case of any default
        on a
        related senior mortgage loan, the advancing of funds to correct such default
        if
        deemed to be appropriate by the Servicer) and procedures as it shall deem
        necessary or advisable and as shall be normal and usual in its general mortgage
        servicing activities; provided that the Servicer shall not be liable in any
        respect hereunder if the Servicer is acting in connection with any such
        foreclosure or attempted foreclosure which is not completed or other conversion
        in a manner that is consistent with the provisions of this Servicing Agreement.
        The foregoing is subject to the proviso that the Servicer shall not be required
        to expend its own funds in connection with any foreclosure or attempted
        foreclosure which is not completed or towards the correction of any default
        on a
        related senior mortgage loan or restoration of any property unless it shall
        determine that such expenditure will increase Net Liquidation Proceeds. In
        the
        event of a determination by the Servicer that any such expenditure previously
        made pursuant to this Section 3.07 will not be reimbursable from Net Liquidation
        Proceeds, the Servicer shall be entitled to reimbursement of its funds so
        expended pursuant to Section 3.03.

       


      
        
           

        

        
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      Notwithstanding
        any provision of this Servicing Agreement, a Loan may be deemed to be finally
        liquidated if substantially all amounts expected by the Servicer to be received
        in connection with the related defaulted Loan have been received; provided,
        however, the Servicer shall treat any Loan that is 180 days or more delinquent
        as having been finally liquidated. The Servicer may retain a Subservicer
        to sell
        or perform collection activities with respect to a Loan that is 180 days
        or more
        delinquent, and any subsequent collections (less the applicable subservicing
        fee) with respect to any such Loan shall be deposited to the Custodial Account.
        For purposes of determining the amount of any Liquidation Proceeds or Insurance
        Proceeds, or other unscheduled collections, the Servicer may take into account
        minimal amounts of additional receipts expected to be received or any estimated
        additional Liquidation Expenses expected to be incurred in connection with
        the
        related defaulted Loan.

       

      In
        the
        event that title to any Mortgaged Property is acquired in foreclosure or
        by deed
        in lieu of foreclosure, the deed or certificate of sale shall be issued to
        the
        Indenture Trustee, who shall hold the same on behalf of the Issuing Entity
        in
        accordance with Section 3.13 of the Indenture. Notwithstanding any such
        acquisition of title and cancellation of the related Loan, such Mortgaged
        Property shall (except as otherwise expressly provided herein) be considered
        to
        be an outstanding Loan held as an asset of the Issuing Entity until such
        time as
        such property shall be sold.

       

      Any
        proceeds from the purchase or repurchase of any Loan pursuant to the terms
        of
        this Servicing Agreement (including without limitation Sections 2.03 and
        3.15)
        will be applied in the following order of priority: first, to the Servicer
        or
        the related Subservicer, all Servicing Fees payable therefrom to the Payment
        Date on which such amounts are to be deposited in the Payment Account; second,
        as part of the Interest Remittance Amount, accrued and unpaid interest on
        the
        related Loan, at the Net Loan Rate to the Payment Date on which such amounts
        are
        to be deposited in the Payment Account; and third, as part of the Principal
        Remittance Amount, as a recovery of principal on the Loan.

       


      
        
           

        

        
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      Liquidation
        Proceeds with respect to a Liquidated Loan will be applied in the following
        order of priority: first, to reimburse the Servicer or the related Subservicer
        in accordance with this Section 3.07 for any Liquidation Expenses; second,
        to
        the Servicer or the related Subservicer, all unpaid Servicing Fees through
        the
        date of receipt of the final Liquidation Proceeds; third as part of the Interest
        Remittance Amount, accrued and unpaid interest on the related Loan at the
        Net
        Loan Rate through the date of receipt of the final Liquidation Proceeds;
        fourth
        as part of the Principal Remittance Amount, as a recovery of principal on
        the
        Loan, up to an amount equal to the Loan Balance of the related Loan immediately
        prior to the date it became a Liquidated Loan; and fifth, to Foreclosure
        Profits.

       

      Proceeds
        and other recoveries from a Loan after it becomes a Liquidated Loan will
        be
        applied in the following order of priority: first, to reimburse the Servicer
        or
        the related Subservicer in accordance with this Section 3.07 for any expenses
        previously unreimbursed from Liquidation Proceeds or otherwise; second, to
        the
        Servicer or the related Subservicer, all unpaid Servicing Fees payable thereto
        through the date of receipt of the proceeds previously unreimbursed from
        Liquidation Proceeds or otherwise; third, as part of the Interest Remittance
        Amount, up to an amount equal to the sum of (a) the Stated Principal Balance
        of
        the related Loan immediately prior to the date it became a Liquidated Loan,
        less
        any Net Liquidation Proceeds previously received with respect to such Loan
        and
        applied as a recovery of principal, and (b) accrued and unpaid interest on
        the
        related Loan at the Net Loan Rate through the date of receipt of the proceeds;
        and fourth, to Foreclosure Profits.

       

      Section
        3.08 Issuing
        Entity and Indenture Trustee to Cooperate.
        On or
        before each Payment Date, the Servicer will notify the Indenture Trustee
        or the
        Custodian, with a copy to the Issuing Entity, of the termination of or the
        payment in full and the termination of any Loan during the preceding Collection
        Period. Upon receipt of payment in full, the Servicer is authorized to execute,
        pursuant to the authorization contained in Section 3.01, if the assignments
        of
        Mortgage have been recorded if required under the Loan Purchase Agreement,
        an
        instrument of satisfaction regarding the related Mortgage, which instrument
        of
        satisfaction shall be recorded by the Servicer if required by applicable
        law and
        be delivered to the Person entitled thereto. It is understood and agreed
        that
        any expenses incurred in connection with such instrument of satisfaction
        or
        transfer shall be reimbursed from amounts deposited in the Custodial Account.
        From time to time and as appropriate for the servicing or foreclosure of
        any
        Loan, the Indenture Trustee or the Custodian shall, upon request of the Servicer
        and delivery to the Indenture Trustee or Custodian, with a copy to the Issuing
        Entity, of a Request for Release, signed by a Servicing Officer, release
        or
        cause to be released the related Mortgage File to the Servicer and the Issuing
        Entity or Indenture Trustee shall promptly execute such documents, in the
        forms
        provided by the Servicer, as shall be necessary for the prosecution of any
        such
        proceedings or the taking of other servicing actions. Such trust receipt
        shall
        obligate the Servicer to return the Mortgage File to the Indenture Trustee
        or
        the Custodian (as specified in such receipt) when the need therefor by the
        Servicer no longer exists unless the Loan shall be liquidated, in which case,
        upon receipt of a certificate of a Servicing Officer similar to that hereinabove
        specified, the trust receipt shall be released to the Servicer.

       


      
        
           

        

        
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      In
        order
        to facilitate the foreclosure of the Mortgage securing any Loan that is in
        default following recordation of the assignments of Mortgage in accordance
        with
        the provisions of the Loan Purchase Agreement, the Indenture Trustee or the
        Issuing Entity shall, if so requested in writing by the Servicer, promptly
        execute an appropriate assignment in the form provided by the Servicer to
        assign
        such Loan for the purpose of collection to the Servicer (any such assignment
        shall unambiguously indicate that the assignment is for the purpose of
        collection only), and, upon such assignment, such assignee for collection
        will
        thereupon bring all required actions in its own name and otherwise enforce
        the
        terms of the Loan and deposit or credit the Net Liquidation Proceeds, exclusive
        of Foreclosure Profits, received with respect thereto in the Custodial Account.
        In the event that all delinquent payments due under any such Loan are paid
        by
        the Mortgagor and any other defaults are cured, then the assignee for collection
        shall promptly reassign such Loan to the Indenture Trustee and return all
        Related Documents to the place where the related Mortgage File was being
        maintained.

       

      In
        connection with the Issuing Entity’s obligation to cooperate as provided in this
        Section 3.08 and all other provisions of this Servicing Agreement requiring
        the
        Issuing Entity to authorize or permit any actions to be taken with respect
        to
        the Loans, the Indenture Trustee, as pledgee of the Loans and as assignee
        of
        record of the Loans on behalf of the Issuing Entity pursuant to Section 3.13
        of
        the Indenture, expressly agrees, on behalf of the Issuing Entity, to take
        all
        such actions on behalf of the Issuing Entity and to promptly execute and
        return
        all instruments reasonably required by the Servicer in connection therewith;
        provided that if the Servicer shall request a signature of the Indenture
        Trustee, on behalf of the Issuing Entity, the Servicer will deliver to the
        Indenture Trustee an Officer’s Certificate stating that such signature is
        necessary or appropriate to enable the Servicer to carry out its servicing
        and
        administrative duties under this Servicing Agreement.

       

      Section
        3.09 Servicing
        Compensation; Payment of Certain Expenses by Servicer.
        The
        Servicer shall be entitled to receive the Servicing Fee in accordance with
        Sections 3.02 and 3.03 as compensation for its services in connection with
        servicing the Loans. Moreover, additional servicing compensation in the form
        of
        late payment charges, prepayment charges, investment income on amounts in
        the
        Custodial Account or the Payment Account and other receipts not required
        to be
        deposited in the Custodial Account as specified in Section 3.02 shall be
        retained by the Servicer. The 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.

       

      Section
        3.10 Annual
        Statement as to Compliance.
        v)
        The
        Servicer will deliver to the Issuing Entity, the Underwriters and the Indenture
        Trustee on or before February 28 of each year, beginning February 28, ____,
        an
        Officer’s Certificate (an “Annual Statement of Compliance”) stating, as to each
        signatory thereof, that (i) a review of the activities of the Servicer during
        the preceding calendar year and of performance under this Servicing Agreement
        and other applicable servicing agreements has been made under such officer’s
        supervision and (ii) to the best of such officers’ knowledge, based on such
        review, the Servicer has complied in all respects with its obligations under
        this Agreement or other applicable servicing agreements in all material respects
        throughout such year, or, if there has been failure to fulfill such obligation
        in any material respect, such statement shall include a description of such
        noncompliance or specify each such default, as the case may be, known to
        such
        officer and the nature and status or cure provisions thereof.
        Such
        Annual Statement of Compliance shall contain no restrictions or limitations
        on
        its use. In the event that the Servicer has delegated any servicing
        responsibilities with respect to the Mortgage Loans to a subservicer, the
        Servicer shall deliver a similar Annual Statement of Compliance by that
        subservicer to the Indenture Trustee as described above as and when required
        with respect to the Servicer. 

       


      
        
           

        

        
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      If
        the
        Servicer cannot deliver the related Annual Statement of Compliance by February
        28th of such year, the Indenture Trustee, at its sole option, may permit
        a cure
        period for the Servicer to deliver such Annual Statement of Compliance, but
        in
        no event later than March 10th of such year.

      


      Failure
        of the Servicer to timely comply with this Section 3.10 shall be deemed a
        Servicing Default, and the Indenture Trustee may, in addition to whatever
        rights
        the Indenture Trustee may have under this Servicing Agreement and at law
        or
        equity or to damages, including injunctive relief and specific performance,
        upon
        notice immediately terminate all the rights and obligations of the Servicer
        under this Servicing Agreement and in and to the Mortgage Loans and the proceeds
        thereof without compensating the Servicer for the same. This paragraph shall
        supercede any other provision in this Servicing Agreement or any other agreement
        to the contrary.

       

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

       

      Section
        3.11 Assessments
        of Compliance and Attestation Reports.
        On and
        after January 1, 2006, the Servicer shall service and administer the Loans
        in
        accordance with all applicable requirements of the Servicing Criteria. Pursuant
        to Rules 13a-18 and 15d-18 of the Exchange Act and Item 1123 of Regulation
        AB,
        the Servicer shall deliver to the Depositor, the Issuing Entity, the Indenture
        Trustee, the Depositor, the credit enhancer and each Rating Agency on or
        before
        February 28 of each calendar year beginning in 2007, a report regarding the
        Servicer’s assessment of compliance (an “Assessment of Compliance”) with the
        Servicing Criteria during the preceding calendar year. The Assessment of
        Compliance must be reasonably satisfactory to the Indenture Trustee, and
        as set
        forth in Regulation AB, the Assessment of Compliance must contain the
        following:

       

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

       

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

       

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

       


      
        
           

        

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

       

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

       

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

       

      On
        or
        before February 28 of each calendar year beginning in 2007, the Servicer
        shall
        furnish to the Depositor, the Issuing Entity, the Indenture Trustee, the
        Depositor, the credit enhancer and each Rating Agency a report (an “Attestation
        Report”) by a registered public accounting firm that attests to, and reports on,
        the Assessment of Compliance made by the Depositor, as required by Rules
        13a-18
        and 15d-18 of the Exchange Act and Item 1122(b) of Regulation AB, which
        Attestation Report must be made in accordance with standards for attestation
        reports issued or adopted by the Public Company Accounting Oversight Board.
        

       

      The
        Servicer shall cause any subservicer, and each subcontractor determined by
        the
        Servicer to be “participating in the servicing function” within the meaning of
        Item 1122 of Regulation AB, to deliver to the Depositor, the Issuing Entity,
        the
        Indenture Trustee, the Depositor, the credit enhancer and each Rating Agency
        an
        Assessment of Compliance and Attestation Report as and when provided
        above.

       

      Such
        Assessment of Compliance, as to any subservicer, shall at a minimum address
        each
        of the Servicing Criteria specified on Exhibit A hereto which are indicated
        as
        applicable to any “primary servicer.” Notwithstanding the foregoing, as to any
        subcontractor, an Assessment of Compliance is not required to be delivered
        unless it is required as part of a Form 10-K with respect to the trust
        fund.

       

      If
        the
        Servicer cannot deliver any Assessment of Compliance or Attestation Report
        by
        February 28th of such year, the Indenture Trustee, at its sole option, may
        permit a cure period for the Servicer to deliver such Assessment of Compliance
        or Attestation Report, but in no event later than March 10th of such
        year.

       

      Failure
        of the Master Servicer to timely comply with this Section 3.11 shall be deemed
        a
        Servicing Default, and the Indenture Trustee may, in addition to whatever
        rights
        the Indenture Trustee may have under this Agreement and at law or equity
        or to
        damages, including injunctive relief and specific performance, upon notice
        immediately terminate all the rights and obligations of the Servicer under
        this
        Agreement and in and to the Mortgage Loans and the proceeds thereof without
        compensating the Servicer for the same. This paragraph shall supercede any
        other
        provision in this Agreement or any other agreement to the contrary.

       


      
        
           

        

        
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      The
        Indenture Trustee shall also provide an Assessment of Compliance and Attestation
        Report, as and when provided above, which shall at a minimum address each
        of the
        Servicing Criteria specified on Exhibit A hereto which are indicated as
        applicable to the “indenture trustee” or “securities administrator.” In
        addition, the Indenture Trustee shall cause the Custodian to deliver to the
        Indenture Trustee and the Depositor an Assessment of Compliance and Attestation
        Report, as and when provided above, which shall at a minimum address each
        of the
        Servicing Criteria specified on Exhibit A hereto which are indicated as
        applicable to a “custodian.” Notwithstanding the foregoing, as to any Custodian,
        an Assessment of Compliance is not required to be delivered unless it is
        required as part of a Form 10-K with respect to the trust fund.

       

      Section
        3.12 Access
        to Certain Documentation and Information Regarding the Loans.
        Whenever required by statute or regulation, the Servicer shall provide to
        any
        Securityholder upon reasonable request (or a regulator for a Securityholder)
        or
        the Indenture Trustee, reasonable access to the documentation regarding the
        Loans such access being afforded without charge but only upon reasonable
        request
        and during normal business hours at the offices of the Servicer. Nothing
        in this
        Section 3.12 shall derogate from the obligation of the Servicer to observe
        any
        applicable law prohibiting disclosure of information regarding the Mortgagors
        and the failure of the Servicer to provide access as provided in this Section
        3.12 as a result of such obligation shall not constitute a breach of this
        Section 3.12.

       

      Section
        3.13 Maintenance
        of Certain Servicing Insurance Policies.
        The
        Servicer shall during the term of its service as servicer maintain in force
        (i)
        a policy or policies of insurance covering errors and omissions in the
        performance of its obligations as Servicer hereunder and (ii) a fidelity
        bond in
        respect of its officers, employees or agents. Each such policy or policies
        and
        bond shall be at least equal to the coverage that would be required by FNMA
        or
        FHLMC, whichever is greater, for Persons performing servicing for loans similar
        to the Loans purchased by such entity.

       

      Section
        3.14 Information
        Required by the Internal Revenue Service and Reports of Foreclosures and
        Abandonments of Mortgaged Property.
        The
        Servicer shall prepare and deliver all federal and state information reports
        when and as required by all applicable state and federal income tax laws.
        In
        particular, with respect to the requirement under Section 6050J of the Code
        to
        the effect that the Servicer or Subservicer shall make reports of foreclosures
        and abandonments of any mortgaged property for each year beginning in ____,
        the
        Servicer or Subservicer shall file reports relating to each instance occurring
        during the previous calendar year in which the Servicer (i) on behalf of
        the
        Issuing Entity, acquires an interest in any Mortgaged Property through
        foreclosure or other comparable conversion in full or partial satisfaction
        of a
        Loan, or (ii) knows or has reason to know that any Mortgaged Property has
        been
        abandoned. The reports from the Servicer or Subservicer shall be in form
        and
        substance sufficient to meet the reporting requirements imposed by Section
        6050J
        and Section 6050H (reports relating to mortgage interest received) of the
        Code.

       

      Section
        3.15 Optional
        Purchase of Loans by Servicer.
        The
        Servicer may, at its option, repurchase a Loan which becomes 60 or more days
        delinquent. The Servicer shall not use any procedure in selecting Loans to
        be
        repurchased which is materially adverse to the interests of the Securityholders.
        The Servicer shall purchase such delinquent Loan at a price equal to the
        Repurchase Price. Any such repurchase of a Loan pursuant to this Section
        3.15
        shall be accomplished by delivery to the Indenture Trustee for deposit in
        the
        Payment Account of the amount of the Repurchase Price. The Indenture Trustee
        shall immediately effectuate the conveyance of such delinquent Loan to the
        Servicer to the extent necessary, including the prompt delivery of all
        documentation to the Servicer.

       

       


      
        
           

        

        
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      Section
        3.16 Intention
        of the Parties and Interpretation.
        Each of
        the parties acknowledges and agrees that the purpose of Sections 3.10 and
        3.11
        of this Servicing Agreement is to facilitate compliance with the provisions
        of
        Regulation AB promulgated by the SEC under the 1934 Act (17 C.F.R. §§ 229.1100 -
        229.1123), as such may be amended from time to time and subject to clarification
        and interpretive advice as may be issued by the staff of the 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 Indenture Trustee or the Depositor for delivery of additional
        or
        different information as the Indenture Trustee or the Depositor may determine
        in
        good faith is necessary to comply with the provisions of Regulation AB, and
        (d)
        no amendment of this Servicing 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.


       

      ARTICLE
        IV

       

      SERVICING
        CERTIFICATE

       

      Section
        4.01 Statements
        to Securityholders.
        vi)
        With
        respect to each Payment Date, on the Business Day following the related
        Determination Date, the Servicer shall forward to the Indenture Trustee the
        Loan
        information reasonably available to the Servicer with respect to the Loans
        as
        the Indenture Trustee may reasonably request in order for the Indenture Trustee
        to perform the calculations necessary to prepare the statements contemplated
        by
        this Section 4.01 (the “Servicing Certificate”). The Indenture Trustee pursuant
        to Section 3.23 of the Indenture shall forward or cause to be forwarded by
        mail
        to each Certificateholder, the Depositor, the Owner Trustee, the Certificate
        Paying Agent and each Rating Agency, a statement setting forth the following
        information as to the Notes and Certificates, to the extent
        applicable:

       

      (i)
        the
        aggregate amount of (a) Interest Remittance Amount, (b) Principal Remittance
        Amount and (c) Substitution Amounts;

       

      (ii)
        the
        amount of such distribution as principal to the Noteholders;

       

      (iii)
        the
        amount of such distribution as interest to the Noteholders, separately stating
        the portion thereof in respect of overdue accrued interest;

       

      (iv)
        the
        number and Aggregate Loan Balance of the Loans as of the end of the related
        Collection Period;

       


      
        
           

        

        
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      (v)
        the
        weighted average Net Loan Rate for the related Collection Period and the
        weighted average Net Loan Rate for the aggregate of the stated Principal
        Balance
        of (A) all of the Loans and (B) the adjustable rate Loans, for the following
        Collection Period;

       

      (vi)
        the
        weighted average Loan Rate for the related Collection Period;

       

      (vii)
        the
        Class
        Principal Balance after giving effect to the distribution of principal on
        such
        Payment Date;

       

      (viii)
        the
        Certificate Distribution Amount immediately following such Payment
        Date;

       

      (ix)
        the
        aggregate Servicing Fees for the related Collection Period;

       

      (x)
        the
        Overcollateralization Amount and the Targeted Overcollateralization Amount
        immediately following such Payment Date;

       

      (xi)
        the
        number and principal amount of Capitalization Workouts pursuant to Section
        3.02(a)(v) entered into since the Closing Date;

       

      (xii)
        the
        aggregate amount recovered during the related Collection Period consisting
        of
        all subsequent recoveries on any Loan that was 180 days or more delinquent;
        

       

      (xiii)
        the
        related Basis Risk Shortfall for the Class A, Class M-1 and Class B-1 Notes
        and
        the Available Funds Shortfall for the Class B-2 Notes on each Payment Date;
        

       

      (xiv)
        the
        applicable record dates, accrual periods, determination dates for calculating
        distributions and general distribution dates;

       

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

       

      (xvi)
        the
        related amount of the Servicing Fees paid to or retained by the Servicer
        for the
        related Due Period;

       

      (xvii)
        the
        amount of any net swap payment payable to the derivative administrator, any
        net
        swap payment payable to the Swap Provider, any swap termination payment payable
        to the derivative administrator and any swap termination payment payable
        to the
        Swap Provider;

       

      (xviii)
        the
        interest carry forward amount and any Basis Risk Shortfall Carry Forward
        Amount
        for each Class of Notes;

       

      (xix)
        the
        Note
        Principal Balance or Note Notional Amount, as applicable, of each Class after
        giving effect (i) to all distributions allocable to principal on such
        Distribution Date and (ii) the allocation of any Applied Loss Amounts for
        such
        Distribution Date;

       

       


      
        
           

        

        
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      (xx)
        the
        number and Stated Principal Balance of the Loans in each loan group 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, in each case as of the close
        of
        business on the last day of the calendar month preceding such Distribution
        Date
        and separately identifying such information for the (1) first lien Mortgage
        Loans, (2) second lien Mortgage Loans, and (3) adjustable rate Loans, in
        each
        such loan group;
        provided,
        however,
        that
        such information will not be provided on the statements relating to the first
        Payment Date;

       

      (xxi)
        the
        amount of advances included in the distribution on such Distribution Date
        (including the general purpose of such advances), the aggregate amount of
        unreimbursed advances at the close of business on the Distribution Date,
        and the
        general source of funds for reimbursements;

       

      (xxii)
        the
        cumulative amount of Applied Loss Amounts to date;

       

      (xxiii)
        if
        applicable, material modifications, extensions or waivers to Loan terms,
        fees,
        penalties or payments during the preceding calendar month or that have become
        material over time;

       

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

       

      (xxv)
        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;

       

      (xxvi)
        the
        three
        month rolling average of the percent equivalent of a fraction, the numerator
        of
        which is the aggregate Stated Principal Balance of the Mortgage Loans that
        are
        60 days or more delinquent or are in bankruptcy or foreclosure or are REO
        properties, and the denominator of which is the aggregate Stated Principal
        Balance of all of the Loans in each case as of the close of business on the
        last
        day of the calendar month preceding such Distribution Date and separately
        identifying such information for the (1) first lien Loans, and (2) adjustable
        rate Loans;

       

      (xxvii)
        the
        Realized Losses during the related Prepayment Period and the cumulative Realized
        Losses through the end of the preceding month;

       

      (xxviii)
        whether
        a
        trigger event exists; 

       

      (xxix)
        updated
        pool composition data including the following with respect to each loan group:
        average loan balance, weighted average mortgage rate, weighted average
        loan-to-value ratio at origination, weighted average FICO at origination
        weighted average remaining term; [NOTE - Item 1121(a)(8) requires updated
        pool
        composition information, the foregoing is a suggestion of what to
        provide]

       


      
        
           

        

        
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      (xxx)
        information
        about any additions of, substitutions for or removal of any Loans from the
        trust
        fund, and any changes in the underwriting, acquisition or selection criteria
        as
        to any Mortgage Loans added to the trust fund;

       

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

       

      (xxxii)
        the
        amount of, if any, of excess cash flow or excess spread and the application
        of
        such excess cash flow;

       

      (xxxiii)
        interest
        rates, as applicable, to the pool assets and securities; 

       

      (xxxiv)
        the
        beginning and ending balance of the reserve fund or similar account, if any
        together with any material activity;

       

      (xxxv)
        if
        applicable, material modifications, extensions or waivers to pool asset terms,
        fees penalties or payments during the distribution period or that have become
        material overtime;

       

      (xxxvi)
        material
        breaches of pool asset representation or warranties or transaction
        covenants;

       

      (xxxvii)
        Information
        regarding any new issuance of securities backed by the same asset pool, any
        pool
        asset changes, such as additions or removals in connection with a prefunding
        and
        pool asset substitutions and repurchases, and cash flows available for future
        purchases, such as the balances of any prefunding, if applicable;

       

      (xxxviii)
        The
        Special Hazard Amount, Fraud Loss Amount and Bankruptcy Amount, if applicable,
        as of the close of business on the applicable distribution date and a
        description of any change in the calculation of these amount; and

       

      (xxxix)
        With
        respect to any series of securities as to which the trust fund includes mortgage
        securities, additional information as required under this Agreement and
        specified in the related prospectus supplement. 

       

      In
        the
        case of information furnished pursuant to clauses (ii) and (iii) above, the
        amounts shall be expressed as an aggregate dollar amount per Note or
        Certificate, as applicable, with a $1,000 denomination.

       

      (b) In
        addition, with respect to each Payment Date, on the Business Day following
        the
        related Determination Date, the Servicer shall forward to the Rating Agencies
        the following information for each Capitalization Workout entered into during
        the related Collection Period:

       

      (i)
        the
        original Loan amount;

       

      (ii)
        the
        Loan
        amount after the Capitalization Workout;

       

      (iii)
        the
        original Monthly Payment amount;

       


      
        
           

        

        
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      (iv)
        the
        Monthly Payment amount after the Capitalization Workout;

       

      (v)
        the
        Capitalized Amount as defined in Section 3.02(a)(v) herein;

       

      (vi)
        the
        Combined Loan-to-Value Ratio prior to the Capitalization Workout;

       

      (vii)
        the
        Combined Loan-to-Value Ratio after the Capitalization Workout; and

       

      (viii)
        if
        an
        appraisal was used in determining the Combined Loan-to-Value Ratio referred
        to
        in (vii) above, the type and date of appraisal.

       

      The
        Servicer shall also forward to the Indenture Trustee any other information
        reasonably requested by the Indenture Trustee necessary to make distributions
        pursuant to Section 3.05 of the Indenture. Prior to the close of business
        on the
        Business Day next succeeding each Determination Date, the Servicer shall
        furnish
        a written statement to the Certificate Paying Agent and the Indenture Trustee
        setting forth the aggregate amounts required to be withdrawn from the Custodial
        Account and deposited into the Payment Account on the Business Day preceding
        the
        related Payment Date pursuant to Section 3.03. The determination by the Servicer
        of such amounts shall, in the absence of obvious error, be presumptively
        deemed
        to be correct for all purposes hereunder and the Owner Trustee and Indenture
        Trustee shall be protected in relying upon the same without any independent
        check or verification. In addition, upon the Issuing Entity’s written request,
        the Servicer shall promptly furnish information reasonably requested by the
        Issuing Entity that is reasonably available to the Servicer to enable the
        Issuing Entity to perform its federal and state income tax reporting
        obligations.

       

      Section
        4.02 Tax
        Reporting.
        So long
        as 100% of the Certificates are owned by the same person, then no separate
        federal and state income tax returns and information returns or reports will
        be
        filed with respect to the Issuing Entity, and the Issuing Entity will be
        treated
        as an entity disregarded from the 100% Certificateholder.

       

      ARTICLE
        V

       

      PAYMENT
        ACCOUNT

       

      Section
        5.01 Payment
        Account.
        The
        Indenture Trustee shall establish and maintain a Payment Account titled “[Name
        of Indenture Trustee], as Indenture Trustee, for the benefit of the
        Securityholders and the Certificate Paying Agent pursuant to the Indenture,
        dated as of __________________, between _____ Trust Series ____-__ and [Name
        of
        Indenture Trustee]”. The Payment Account shall be an Eligible Account. On each
        Payment Date, amounts on deposit in the Payment Account will be distributed
        by
        the Indenture Trustee in accordance with Section 3.05 of the Indenture. The
        Indenture Trustee may invest or cause the institution maintaining the Payment
        Account to invest the funds in the Payment Account in Permitted Investments
        designated in the name of the Indenture Trustee, which shall mature not later
        than the Business Day next preceding the Payment Date next following the
        date of
        such investment. All income and gain realized from any such investment shall
        be
        for the benefit of the Indenture Trustee and shall be subject to its withdrawal
        or order from time to time. The amount of any losses incurred in respect
        of any
        such investments shall be deposited in the Payment Account by the Indenture
        Trustee out of its own funds immediately as realized.

       


      
        
           

        

        
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      ARTICLE
        VI

       

      THE
        SERVICER

       

      Section
        6.01 Liability
        of the Servicer.
        The
        Servicer shall be liable in accordance herewith only to the extent of the
        obligations specifically imposed upon and undertaken by the Servicer
        herein.

       

      Section
        6.02 Merger
        or Consolidation of, or Assumption of the Obligations of, the
        Servicer.
        Any
        corporation into which the Servicer may be merged or converted or with which
        it
        may be consolidated, or any corporation resulting from any merger, conversion
        or
        consolidation to which the Servicer shall be a party, or any corporation
        succeeding to the business of the Servicer, shall be the successor of the
        Servicer, hereunder, without the execution or filing of any paper or any
        further
        act on the part of any of the parties hereto, anything herein to the contrary
        notwithstanding.

       

      The
        Servicer may assign its rights and delegate its duties and obligations under
        this Servicing Agreement; provided that the Person accepting such assignment
        or
        delegation shall be a Person which is qualified to service mortgage loans
        similar to those in the Trust Estate, is reasonably satisfactory to the
        Indenture Trustee (as pledgee of the Loans) and the Issuing Entity, is willing
        to service the Loans and executes and delivers to the Indenture Trustee and
        the
        Issuing Entity an agreement, in form and substance reasonably satisfactory
        to
        the Indenture Trustee and the Issuing Entity, 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 the Servicer under this Servicing
        Agreement; provided further that each Rating Agency’s rating of the Securities
        in effect immediately prior to such assignment and delegation will not be
        qualified, reduced, or withdrawn as a result of such assignment and delegation
        (as evidenced by a letter to such effect from each Rating Agency); and provided
        further that the Owner Trustee receives an Opinion of Counsel to the effect
        that
        such assignment or delegation shall not cause the Owner Trust to be treated
        as a
        corporation for federal or state income tax purposes.

       

      Section
        6.03 Limitation
        on Liability of the Servicer and Others.
        Neither
        the Servicer nor any of the directors or officers or employees or agents
        of the
        Servicer shall be under any liability to the Issuing Entity, the Owner Trustee,
        the Indenture Trustee or the Securityholders for any action taken or for
        refraining from the taking of any action in good faith pursuant to this
        Servicing Agreement, provided, however, that this provision shall not protect
        the Servicer or any such Person against any liability which would otherwise
        be
        imposed by reason of its willful misfeasance, bad faith or gross negligence
        in
        the performance of its duties hereunder or by reason of its reckless disregard
        of its obligations and duties hereunder. The Servicer and any director or
        officer or employee or agent of the Servicer may rely in good faith on any
        document of any kind prima facie properly executed and submitted by any Person
        respecting any matters arising hereunder. The Servicer and any director or
        officer or employee or agent of the Servicer shall be indemnified by the
        Issuing
        Entity and held harmless against any loss, liability or expense incurred
        in
        connection with any legal action relating to this Servicing Agreement or
        the
        Securities, other than any loss, liability or expense incurred by reason
        of its
        willful misfeasance, bad faith or gross negligence in the performance of
        its
        duties hereunder or by reason of its reckless disregard of its obligations
        and
        duties hereunder. The Servicer shall not be under any obligation to appear
        in,
        prosecute or defend any legal action which is not incidental to its duties
        to
        service the Loans in accordance with this Servicing Agreement, and which
        in its
        opinion may involve it in any expense or liability; provided, however, that
        the
        Servicer may in its sole discretion undertake any such action which it may
        deem
        necessary or desirable in respect of this Servicing Agreement, and the rights
        and duties of the parties hereto and the interests of the Securityholders.
        In
        such event, the reasonable legal expenses and costs of such action and any
        liability resulting therefrom shall be expenses, costs and liabilities of
        the
        Issuing Entity, and the Servicer shall be entitled to be reimbursed therefor.
        The Servicer’s right to indemnity or reimbursement pursuant to this Section 6.03
        shall survive any resignation or termination of the Servicer pursuant to
        Section
        6.04 or 7.01 with respect to any losses, expenses, costs or liabilities arising
        prior to such resignation or termination (or arising from events that occurred
        prior to such resignation or termination).

       

       


      
        
           

        

        
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      Section
        6.04 Servicer
        Not to Resign.
        Subject
        to the provisions of Section 6.02, the Servicer shall not resign from the
        obligations and duties hereby imposed on it except (i) upon determination
        that
        the performance of its obligations or duties hereunder are no longer permissible
        under applicable law or are in material conflict by reason of applicable
        law
        with any other activities carried on by it or its subsidiaries or Affiliates,
        the other activities of the Servicer so causing such a conflict being of
        a type
        and nature carried on by the Servicer or its subsidiaries or Affiliates at
        the
        date of this Servicing Agreement or (ii) upon satisfaction of the following
        conditions: (a) the Servicer has proposed a successor servicer to the Issuing
        Entity and the Indenture Trustee in writing and such proposed successor servicer
        is reasonably acceptable to the Issuing Entity and the Indenture Trustee;
        and
        (b) each Rating Agency shall have delivered a letter to the Issuing Entity
        and
        the Indenture Trustee prior to the appointment of the successor servicer
        stating
        that the proposed appointment of such successor servicer as Servicer hereunder
        will not result in the reduction or withdrawal of the then current rating
        of the
        Securities; provided, however, that no such resignation by the Servicer shall
        become effective until such successor servicer or, in the case of (i) above,
        the
        Indenture Trustee, as pledgee of the Loans, shall have assumed the Servicer’s
        responsibilities and obligations hereunder or the Indenture Trustee, as pledgee
        of the Loans, shall have designated a successor servicer in accordance with
        Section 7.02. Any such resignation shall not relieve the Servicer of
        responsibility for any of the obligations specified in Sections 7.01 and
        7.02 as
        obligations that survive the resignation or termination of the Servicer.
        Any
        such determination permitting the resignation of the Servicer shall be evidenced
        by an Opinion of Counsel to such effect delivered to the Indenture
        Trustee.

       

      Section
        6.05 Delegation
        of Duties.
        In the
        ordinary course of business, the Servicer at any time may delegate any of
        its
        duties hereunder to any Person, including any of its Affiliates, who agrees
        to
        conduct such duties in accordance with standards comparable to those with
        which
        the Servicer complies pursuant to Section 3.01. Such delegation shall not
        relieve the Servicer of its liabilities and responsibilities with respect
        to
        such duties and shall not constitute a resignation within the meaning of
        Section
        6.04.

       


      
        
           

        

        
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      ARTICLE
        VII

       

      DEFAULT

       

      Section
        7.01 Servicing
        Default.
        If any
        one of the following events (“Servicing Default”) shall occur and be
        continuing:

       

      (i)
        Any
        failure by the Servicer to deposit in the Custodial Account or Payment Account
        any deposit required to be made under the terms of this Servicing Agreement
        which continues unremedied for a period of three Business Days after the
        date
        upon which written notice of such failure shall have been given to the Servicer
        by the Issuing Entity or the Indenture Trustee; or

       

      (ii)
        Failure
        on the part of the Servicer duly to observe or perform in any material respect
        any other covenants or agreements of the Servicer set forth in the Securities
        or
        in this Servicing Agreement, which failure, in each case, materially and
        adversely affects the interests of Securityholders and which continues
        unremedied for a period of 45 days after the date on which written notice
        of
        such failure, requiring the same to be remedied, and stating that such notice
        is
        a “Notice of Default” hereunder, shall have been given to the Servicer by the
        Issuing Entity or the Indenture Trustee; or

       

      (iii)
        The
        entry
        against the Servicer of a decree or order by a court or agency or supervisory
        authority having jurisdiction in the premises for the appointment of a trustee,
        conservator, receiver or liquidator in any insolvency, conservatorship,
        receivership, readjustment of debt, marshalling of assets and liabilities
        or
        similar proceedings, or for the winding up or liquidation of its affairs,
        and
        the continuance of any such decree or order undischarged or unstayed and
        in
        effect for a period of 60 consecutive days; or

       

      (iv)
        The
        Servicer shall voluntarily go into liquidation, consent to the appointment
        of a
        conservator, receiver, liquidator or similar person in any insolvency,
        readjustment of debt, marshalling of assets and liabilities or similar
        proceedings of or relating to the Servicer or of or relating to all or
        substantially all of its property, or a decree or order of a court, agency
        or
        supervisory authority having jurisdiction in the premises for the appointment
        of
        a conservator, receiver, liquidator or similar person in any insolvency,
        readjustment of debt, marshalling of assets and liabilities or similar
        proceedings, or for the winding-up or liquidation of its affairs, shall have
        been entered against the Servicer and such decree or order shall have remained
        in force undischarged, unbonded or unstayed for a period of 60 days; or the
        Servicer shall admit in writing its inability to pay its debts generally
        as they
        become due, file a petition to take advantage of any applicable insolvency
        or
        reorganization statute, make an assignment for the benefit of its creditors
        or
        voluntarily suspend payment of its obligations.

       

      Then,
        and
        in every such case, so long as a Servicing Default shall not have been remedied
        by the Servicer, either the Issuing Entity or the Indenture Trustee, by notice
        then given in writing to the Servicer shall terminate all of the rights and
        obligations of the Servicer as servicer under this Servicing Agreement other
        than its right to receive servicing compensation and expenses for servicing
        the
        Loans hereunder during any period prior to the date of such termination and
        the
        Issuing Entity or the Indenture Trustee, may exercise any and all other remedies
        available at law or equity. Any such notice to the Servicer shall also be
        given
        to each Rating Agency and the Issuing Entity. On or after the receipt by
        the
        Servicer of such written notice, all authority and power of the Servicer
        under
        this Servicing Agreement, whether with respect to the Securities or the Loans
        or
        otherwise, shall, subject to Section 7.02 of this Agreement, pass to and
        be
        vested in the Indenture Trustee, pursuant to and under this Section 7.01;
        and,
        without limitation, the Indenture Trustee is hereby authorized and empowered
        to
        execute and deliver, on behalf of the Servicer, as attorney-in-fact or
        otherwise, any and all documents and other instruments, and to do or accomplish
        all other acts or things necessary or appropriate to effect the purposes
        of such
        notice of termination, whether to complete the transfer and endorsement of
        each
        Loan and related documents, or otherwise. The Servicer agrees to cooperate
        with
        the Indenture Trustee in effecting the termination of the responsibilities
        and
        rights of the Servicer hereunder, including, without limitation, the transfer
        to
        the Indenture Trustee for the administration by it of all cash amounts relating
        to the Loans that shall at the time be held by the Servicer and to be deposited
        by it in the Custodial Account, or that have been deposited by the Servicer
        in
        the Custodial Account or thereafter received by the Servicer with respect
        to the
        Loans. All reasonable costs and expenses (including, but not limited to,
        attorneys’ fees) incurred in connection with amending this Servicing Agreement
        to reflect such succession as Servicer pursuant to this Section 7.01 shall
        be
        paid by the predecessor Servicer (or if the predecessor Servicer is the
        Indenture Trustee, the initial Servicer) upon presentation of reasonable
        documentation of such costs and expenses.

       


      
        
           

        

        
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      Notwithstanding
        any termination of the activities of the Servicer hereunder, the Servicer
        shall
        be entitled to receive, out of any late collection of a payment on a Loan
        which
        was due prior to the notice terminating the Servicer’s rights and obligations
        hereunder and received after such notice, that portion to which the Servicer
        would have been entitled pursuant to Sections 3.03 and 3.09 as well as its
        Servicing Fee in respect thereof, and any other amounts payable to the Servicer
        hereunder the entitlement to which arose prior to the termination of its
        activities hereunder.

       

      Notwithstanding
        the foregoing, a delay in or failure of performance under Section 7.01(i)
        or
        under Section 7.01(ii) after the applicable grace periods specified in such
        Sections, shall not constitute a Servicing Default if such delay or failure
        could not be prevented by the exercise of reasonable diligence by the Servicer
        and such delay or failure was caused by an act of God or the public enemy,
        acts
        of declared or undeclared war, public disorder, rebellion or sabotage,
        epidemics, landslides, lightning, fire, hurricanes, earthquakes, floods or
        similar causes. The preceding sentence shall not relieve the Servicer from
        using
        reasonable efforts to perform its respective obligations in a timely manner
        in
        accordance with the terms of this Servicing Agreement and the Servicer shall
        provide the Indenture Trustee and the Securityholders with notice of such
        failure or delay by it, together with a description of its efforts to so
        perform
        its obligations. The Servicer shall immediately notify the Indenture Trustee
        and
        the Owner Trustee in writing of any Servicing Default.

       

      Section
        7.02 Indenture
        Trustee to Act; Appointment of Successor.
        vii)
        On and
        after the time the Servicer receives a notice of termination pursuant to
        Section
        7.01 or sends a notice pursuant to Section 6.04, the Indenture Trustee shall
        be
        the successor in all respects to the Servicer in its capacity as servicer
        under
        this Servicing Agreement and the transactions set forth or provided for herein
        and shall be subject to all the responsibilities, duties and liabilities
        relating thereto placed on the Servicer by the terms and provisions hereof.
        Nothing in this Servicing Agreement or in the Trust Agreement shall be construed
        to permit or require the Indenture Trustee to (i) succeed to the
        responsibilities, duties and liabilities of the initial Servicer in its capacity
        as Sponsor under the Loan Purchase Agreement, (ii) be responsible or accountable
        for any act or omission of the Servicer prior to the issuance of a notice
        of
        termination hereunder, (iii) require or obligate the Indenture Trustee, in
        its
        capacity as successor Servicer, to purchase, repurchase or substitute any
        Loan,
        (iv) fund any losses on any Permitted Investment directed by any other Servicer
        or (v) be responsible for the representations and warranties of the Servicer.
        As
        compensation therefor, the Indenture Trustee shall be entitled to such
        compensation as the Servicer would have been entitled to hereunder if no
        such
        notice of termination had been given. Notwithstanding the above, (i) if the
        Indenture Trustee is unwilling to act as successor Servicer, or (ii) if the
        Indenture Trustee is legally unable so to act, the Indenture Trustee may
        (in the
        situation described in clause (i)) or shall (in the situation described in
        clause (ii)) appoint or petition a court of competent jurisdiction to appoint
        any established housing and home finance institution, bank or other mortgage
        loan or home equity loan servicer having a net worth of not less than
        $10,000,000 as the successor to the Servicer hereunder in the assumption
        of all
        or any part of the responsibilities, duties or liabilities of the Servicer
        hereunder; provided that the appointment of any such successor Servicer will
        not
        result in the qualification, reduction or withdrawal of the ratings assigned
        to
        the Securities by the Rating Agencies. Pending appointment of a successor
        to the
        Servicer hereunder, unless the Indenture Trustee is prohibited by law from
        so
        acting, the Indenture Trustee shall act in such capacity as hereinabove
        provided. In connection with such appointment and assumption, the successor
        shall be entitled to receive compensation out of payments on Loans in an
        amount
        equal to the compensation which the Servicer would otherwise have received
        pursuant to Section 3.09 (or such lesser compensation as the Indenture Trustee
        and such successor shall agree). The appointment of a successor Servicer
        shall
        not affect any liability of the predecessor Servicer which may have arisen
        under
        this Servicing Agreement prior to its termination as Servicer (including,
        without limitation, the obligation to purchase Loans pursuant to Section
        3.01 or
        to pay any deductible under an insurance policy pursuant to Section 3.04),
        nor
        shall any successor Servicer be liable for any acts or omissions of the
        predecessor Servicer or for any breach by such Servicer of any of its
        representations or warranties contained herein or in any related document
        or
        agreement. The Indenture Trustee and such successor shall take such action,
        consistent with this Servicing Agreement, as shall be necessary to effectuate
        any such succession.

       


      
        
           

        

        
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      (b) Any
        successor, including the Indenture Trustee, to the Servicer as servicer shall
        during the term of its service as servicer (i) continue to service and
        administer the Loans for the benefit of the Securityholders and (ii) maintain
        in
        force a policy or policies of insurance covering errors and omissions in
        the
        performance of its obligations as Servicer hereunder and a fidelity bond
        in
        respect of its officers, employees and agents to the same extent as the Servicer
        is so required pursuant to Section 3.13.

       

      (c) Any
        successor Servicer, including the Indenture Trustee, shall not be deemed
        in
        default or to have breached its duties hereunder if the predecessor Servicer
        shall fail to deliver any required deposit to the Custodial Account or otherwise
        cooperate with any required servicing transfer or succession
        hereunder.

       

       


      
        
           

        

        
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      Section
        7.03 Notification
        to Securityholders.
        Upon
        any termination of or appointment of a successor to the Servicer pursuant
        to
        this Article VII or Section 6.04, the Indenture Trustee shall give prompt
        written notice thereof to the Securityholders, the Issuing Entity and each
        Rating Agency.

       

      ARTICLE
        VIII

       

      MISCELLANEOUS
        PROVISIONS

       

      Section
        8.01 Amendment.
        This
        Servicing Agreement may be amended from time to time by the parties hereto,
        provided that any amendment be accompanied by a letter from the Rating Agencies
        that the amendment will not result in the downgrading or withdrawal of the
        rating then assigned to the Securities, and the consent of the Indenture
        Trustee. Promptly after the execution by the Servicer, the Issuing Entity
        and
        the Indenture Trustee of any amendment of this Servicing Agreement pursuant
        to
        this Section 8.01, the Indenture Trustee shall provide the Custodian with
        written copies thereof. Any failure of the Indenture Trustee to mail such
        notice, or any defect therein, shall not, however, in any way impair or affect
        the validity of any such amendment.

       

      Section
        8.02 Governing
        Law.
        THIS
        SERVICING AGREEMENT SHALL BE CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE
        STATE
        OF NEW YORK AND THE OBLIGATIONS, RIGHTS AND REMEDIES OF THE PARTIES HEREUNDER
        SHALL BE DETERMINED IN ACCORDANCE WITH SUCH LAWS.

       

      Section
        8.03 Notices.
        All
        demands, notices and communications hereunder shall be in writing and shall
        be
        deemed to have been duly given if personally delivered at or mailed by certified
        mail, return receipt requested, to (a) in the case of the Servicer, [Name
        of
        Servicer], __________________________________, Attention: ___________, (b)
        in
        the case of Moody’s, Home Mortgage Loan Monitoring Group, 99 Church Street, 4th
        Floor, New York, New York 10007, (c) in the case of Standard & Poor’s, 55
        Water Street - 41 Floor, New York, New York st 10041, Attention: Residential
        Mortgage Surveillance Group, (d) in the case of the Owner Trustee, [Name
        of
        Owner Trustee], ____________________________________, Attention: _______
        Trust
        Series ____-__, (e) in the case of the Issuing Entity, to ______ Trust Series
        ____-__, c/o Owner Trustee, [Name of Owner Trustee],
        ______________________________________, Attention: ______ Trust Series ____-
        __,
        (f) in the case of the Indenture Trustee, [Name of Indenture Trustee],
        ___________________________, Attention: _______________ and (g) in the case
        of
        the Underwriter, at [Name of Underwriter], _____________________________,
        Attention: ________________; or, as to each party, at such other address
        as
        shall be designated by such party in a written notice to each other party.
        Any
        notice required or permitted to be mailed to a Securityholder shall be given
        by
        first class mail, postage prepaid, at the address of such Securityholder
        as
        shown in the Register. Any notice so mailed within the time prescribed in
        this
        Servicing Agreement shall be conclusively presumed to have been duly given,
        whether or not the Securityholder receives such notice. Any notice or other
        document required to be delivered or mailed by the Indenture Trustee to any
        Rating Agency shall be given on a reasonable efforts basis and only as a
        matter
        of courtesy and accommodation and the Indenture Trustee shall have no liability
        for failure to delivery such notice or document to any Rating
        Agency.

       

       


      
        
           

        

        
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      Section
        8.04 Severability
        of Provisions.
        If any
        one or more of the covenants, agreements, provisions or terms of this Servicing
        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 Servicing Agreement and
        shall
        in no way affect the validity or enforceability of the other provisions of
        this
        Servicing Agreement or of the Securities or the rights of the Securityholders
        thereof.

       

      Section
        8.05 Third-Party
        Beneficiaries.
        This
        Servicing Agreement will inure to the benefit of and be binding upon the
        parties
        hereto, the Securityholders, the Owner Trustee and their respective successors
        and permitted assigns. Except as otherwise provided in this Servicing Agreement,
        no other Person will have any right or obligation hereunder.

       

      Section
        8.06 Counterparts.
        This
        instrument may be executed in any number of counterparts, each of which so
        executed shall be deemed to be an original, but all such counterparts shall
        together constitute but one and the same instrument.

       

      Section
        8.07 Effect
        of Headings and Table of Contents.
        The
        Article and Section headings herein and the Table of Contents are for
        convenience only and shall not affect the construction hereof.

       

      Section
        8.08 Termination
        Upon Purchase by the Servicer or Liquidation of All Loans; Partial
        Redemption.
        (a) The
        respective obligations and responsibilities of the Servicer, the Issuing
        Entity
        and the Indenture Trustee created hereby shall terminate upon the last action
        required to be taken by the Issuing Entity pursuant to the Trust Agreement
        and
        by the Indenture Trustee pursuant to the Indenture following the earlier
        of:

       

      (i)
        the
        date
        on or before which the Indenture or Trust Agreement is terminated,
        or

       

      (ii)
        the
        purchase by the Servicer from the Issuing Entity of all Loans and all property
        acquired in respect of any Loan at a price equal to the Termination
        Price.

       

      The
        right
        of the Servicer to purchase the assets of the Issuing Entity pursuant to
        clause
        (ii) above on any Payment Date is conditioned upon the Aggregate Loan Balance
        (after applying payments received in the related Collection Period) as of
        such
        Payment Date being less than ten percent of the Aggregate Loan Balance as
        of the
        Cut-off Date. If such right is exercised by the Servicer, the Servicer shall
        deposit the Termination Price calculated pursuant to clause (ii) above with
        the
        Indenture Trustee pursuant to Section 4.10 of the Indenture and, upon the
        receipt of such deposit, the Indenture Trustee or Custodian shall release
        to the
        Servicer, the files pertaining to the Loans being purchased.

       

      (b) The
        Servicer, at its expense, shall prepare and deliver to the Indenture Trustee
        for
        execution, at the time the Loans are to be released to the Servicer, appropriate
        documents assigning each such Loan from the Indenture Trustee or the Issuing
        Entity to the Servicer or the appropriate party.

       

      (c) The
        Servicer shall give the Indenture Trustee not less than seven Business Days’
prior written notice of the Payment Date on which the Servicer anticipates
        that
        the final distribution will be made to Noteholders. Notice of any termination,
        specifying the anticipated Final Scheduled Payment Date or other Payment
        Date
        (which shall be a date that would otherwise be a Payment Date) upon which
        the
        Noteholders may surrender their Notes to the Indenture Trustee (if so required
        by the terms hereof) for payment of the final distribution and cancellation,
        shall be given promptly by the Servicer to the Indenture Trustee
        specifying:

       


      
        
           

        

        
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      (i)
        the
        anticipated Final Scheduled Payment Date or other Payment Date upon which
        final
        payment of the Notes is anticipated to be made upon presentation and surrender
        of Notes at the office or agency of the Indenture Trustee therein designated;
        and

       

      (ii)
        the
        amount of any such final payment, if known.

       

      Section
        8.09 Certain
        Matters Affecting the Indenture Trustee.
        For all
        purposes of this Servicing Agreement, in the performance of any of its duties
        or
        in the exercise of any of its powers hereunder, the Indenture Trustee shall
        be
        subject to and entitled to the benefits of Article VI of the
        Indenture.

       

      Section
        8.10 Owner
        Trustee Not Liable for Related Documents.
        The
        recitals contained herein shall be taken as the statements of the Depositor,
        and
        the Owner Trustee assumes no responsibility for the correctness thereof.
        The
        Owner Trustee makes no representations as to the validity or sufficiency
        of this
        Servicing Agreement, of any Basic Document or of the Certificates (other
        than
        the signatures of the Owner Trustee on the Certificates) or the Notes, or
        of any
        Related Documents. The Owner Trustee shall at no time have any responsibility
        or
        liability with respect to the sufficiency of the Owner Trust Estate or its
        ability to generate the payments to be distributed to Certificateholders
        under
        the Trust Agreement or the Noteholders under the Indenture, including, the
        compliance by the Depositor or the Sponsor with any warranty or representation
        made under any Basic Document or in any related document or the accuracy
        of any
        such warranty or representation, or any action of the Certificate Paying
        Agent,
        the Certificate Registrar or the Indenture Trustee taken in the name of the
        Owner Trustee.

       

      It
        is
        expressly understood and agreed by the parties hereto that with respect to
        the
        execution of this Agreement by [Name of Owner Trustee] (the “Trust Company”) for
        the Issuing Entity (a) this Agreement is executed and delivered by the Trust
        Company, not individually or personally, but solely as Owner Trustee, in
        the
        exercise of the powers and authority conferred and vested in it, pursuant
        to the
        Owner Trust Agreement, (b) each of the representations, undertakings and
        agreements herein made on the part of the Issuing Entity is made and intended
        not as personal representations, undertakings and agreements by the Trust
        Company but is made and intended for the purpose for binding only the Issuing
        Entity, (c) nothing herein contained shall be construed as creating any
        liability on the Trust Company, individually or personally, to perform any
        covenant either expressed or implied contained herein, all such liability,
        if
        any, being expressly waived by the parties hereto and by any person claiming
        by,
        through or under the parties hereto, and (d) under no circumstances shall
        the
        Trust Company be personally liable for the payment of any indebtedness or
        expenses of the Issuing Entity or be liable for the breach or failure of
        any
        obligation, representation, warranty or covenant made or undertaken by the
        Issuing Entity under this Agreement or any other related documents.

       

      



      
        
           

        

        
          31

          
            

          

        

        
           

        

      


      IN
        WITNESS WHEREOF, the Servicer, the Indenture Trustee and the Issuing Entity
        have
        caused this Servicing Agreement to be duly executed by their respective officers
        or representatives all as of the day and year first above written.

       

      [NAME
        OF
        SERVICER], 

      as
        Servicer

       

      By:________________________________
        

      Name:

      Title:

       

      ______
        TRUST SERIES ____-__

       

      By:
        [NAME
        OF OWNER TRUSTEE], not in its individual capacity but solely as Owner
        Trustee

       

      By:________________________________
        

      Name:
        

      Title:

       

      [NAME
        OF
        INDENTURE TRUSTEE], 

      as
        Indenture Trustee

       

      By:________________________________
        

      Name:
        

      Title:



      
        
           

        

        
          32

          
            

          

        

        
           

        

      


      EXHIBIT
        A


       

      LOAN
        SCHEDULE

       

      (TO
        BE
        PROVIDED UPON REQUEST)

      


        
          
             

          

          
            A-1

            
              

            

          

          
             

          

        



      EXHIBIT
        B


       

      LIMITED
        POWER OF ATTORNEY

       

      KNOW
        ALL
        MEN BY THESE PREMISES:

       

      That
        [Name of Indenture Trustee], as Indenture Trustee (the “Trustee”), under the
        Indenture (the “Indenture”) among ________________________________________ and
        the Indenture Trustee, a national banking association organized and existing
        under the laws of the State of ________, and having its principal office
        located
        at_____________________________________________, hath made, constituted and
        appointed, and does by these presents make, constitute and appoint
        ________________________, a corporation organized and existing under the
        laws of
        the State of ______________, its true and lawful Attorney-in-Fact, with full
        power and authority to sign, execute, acknowledge, deliver, file for record,
        and
        record any instrument on its behalf and to perform such other act or acts
        as may
        be customarily and reasonably necessary and appropriate to effectuate the
        following enumerated transactions in respect of any of the mortgages or deeds
        of
        trust (the “Mortgages” and the “Deeds of Trust”, respectively) creating a trust,
        second lien, third lien or an estate in fee simple interest in real property
        securing a Loan and promissory notes secured thereby (the “Mortgage Notes”) for
        which the undersigned is acting as Indenture Trustee for various Securityholders
        (whether the undersigned is named therein as mortgagee or beneficiary or
        has
        become mortgagee by virtue of Endorsement of the Mortgage Note secured by
        any
        such Mortgage or Deed of Trust) and for which [Name of Servicer] is acting
        as
        Servicer pursuant to a Servicing Agreement, dated as of ____________ 1, ____
        (the “Servicing Agreement”).

       

      This
        appointment shall apply only to transactions which the Trustee is authorized
        to
        enter into under the Indenture, but in no event shall apply to any transactions
        other than the following enumerated transactions only:

       

      (1) The
        modification or re-recording of a Mortgage or Deed of Trust, where said
        modification or rerecording is for the purpose of correcting the Mortgage
        or
        Deed of Trust to conform same to the original intent of the parties thereto
        or
        to correct title errors discovered after such title insurance was issued
        and
        said modification or re-recording, in either instance, does not adversely
        affect
        the lien of the Mortgage or Deed of Trust as insured.

       

      (2) The
        subordination of the lien of a Mortgage or Deed of Trust to an easement in
        favor
        of a public utility company or a government agency or unit with powers of
        eminent domain; this section shall include, without limitation, the execution
        of
        partial satisfactions/releases, partial reconveyances or the execution of
        requests to trustees to accomplish same.

       

      (3) With
        respect to a Mortgage or Deed of Trust, the foreclosure, the taking of a
        deed in
        lieu of foreclosure, or the completion of judicial or non-judicial foreclosure
        or termination, cancellation or rescission of any such foreclosure, including,
        without limitation, any and all of the following acts:

       


      
        
           

        

        
          B-1

          
            

          

        

        
           

        

      


      
        	 	
                a)

              	
                The
                  substitution of trustee(s) serving under a Deed of Trust, in accordance
                  with state law and the Deed of
                  Trust;

              


      

       

      
        	 	
                b)

              	
                Statements
                  of breach or non-performance;

              


      

       

      
        	 	
                c)

              	
                Notices
                  of default;

              


      

       

      
        	 	
                d)

              	
                Cancellations/rescissions
                  of notices of default and/or notices of
                  sale;

              


      

       

      
        	 	
                e)

              	
                The
                  taking of a deed in lieu of foreclosure;
                  and

              


      

       

      
        	 	
                f)

              	
                Such
                  other documents and actions as may be necessary under the terms
                  of the
                  Mortgage, Deed of Trust or state law to expeditiously complete
                  said
                  transactions.

              


      

       

      (4) The
        conveyance of the properties to the mortgage insurer, or the closing of the
        title to the property to be acquired as real estate owned, or conveyance
        of
        title to real estate owned.

       

      (5) The
        completion of loan assumption agreements.

       

      (6) The
        full
        satisfaction/release of a Mortgage or Deed of Trust or full reconveyance
        upon
        payment and discharge of all sums secured thereby, including, without
        limitation, cancellation of the related Mortgage Note.

       

      (7) The
        assignment of any Mortgage or Deed of Trust and the related Mortgage Note,
        in
        connection with the repurchase of the Loan secured and evidenced
        thereby.

       

      (8) The
        full
        assignment of a Mortgage or Deed of Trust upon payment and discharge of all
        sums
        secured thereby in conjunction with the refinancing thereof, including, without
        limitation, the endorsement of the related Mortgage Note.

       

      (9) The
        modification or re-recording of a Mortgage or Deed of Trust, where said
        modification or rerecording is for the purpose of any modification pursuant
        to
        Section 3.01 of the Servicing Agreement.

       

      (10) The
        subordination of the lien of a Mortgage or Deed of Trust, where said
        subordination is in connection with any modification pursuant to Section
        3.01 of
        the Servicing Agreement, and the execution of partial satisfactions/releases
        in
        connection with such same Section 3.01.

       

      The
        undersigned gives said Attorney-in-Fact full power and authority to execute
        such
        instruments and to do and perform all and every act and thing necessary and
        proper to carry into effect the power or powers granted by or under this
        Limited
        Power of Attorney as fully as the undersigned might or could do, and hereby
        does
        ratify and confirm to all that said Attorney-in-Fact shall lawfully do or
        cause
        to be done by authority hereof.

       

      Third
        parties without actual notice may rely upon the exercise of the power granted
        under this Limited Power of Attorney; and may be satisfied that this Limited
        Power of Attorney shall continue in full force and effect has not been revoked
        unless an instrument of revocation has been made in writing by the
        undersigned.

       


      
        
           

        

        
          B-2

          
            

          

        

        
           

        

      


      


      
        	 	 	
                [NAME
                  OF INDENTURE TRUSTEE], not in its individual capacity, but solely
                  as
                  Indenture Trustee under the Agreements and the
                  Indentures.

              
	 	 	 
	
                Name:

              	 	 	
                Name:

              	 
	
                Title:

              	 	 	
                Title:

              	 


      

       


      
        
           

        

        
          B-3

          
            

          

        

        
           

        

      


      


      
        	
                STATE
                  OF

              	
                )

              
	 	
                S.

              
	
                COUNTY
                  OF

              	
                )

              
	 	 


      

       

      On
        this
        __ day of ____________, ____, before me the undersigned, Notary Public of
        said
        State, personally appeared ___________________ and _____________________
        personally known to me to be duly authorized officers of [Name of Indenture
        Trustee] that executed the within instrument and personally known to me to
        be
        the persons who executed the within instrument on behalf of [Name of Indenture
        Trustee] therein named, and acknowledged to me such [Name of Indenture Trustee]
        executed the within instrument pursuant to its by-laws.

      


      
        	 	 	
                WITNESS
                  my hand and official seal.

              
	 	 	 
	 	 	 
	 	 	 
	 	 	
                Notary
                  Public in and for the 

              
	 	 	
                State
                  of 

              	 
	 	 	 
	
                After
                  recording, please mail to:

              	 	 
	 	 	 
	 	 	 
	 	 	 
	
                Attn:

              	 	 


      

      


      


        
          
             

          

          
            B-4

            
              

            

          

          
             

          

        



      EXHIBIT
        C

       

      FORM
        OF
        REQUEST FOR RELEASE

       

      To: [Custodian]

       

      
        	 	
                Re:

              	
                Servicing
                  Agreement, dated as of ____________ 1, ____, among [Name of Indenture
                  Trustee], as Indenture Trustee, ______ Trust Series ____-__, as
                  Issuing
                  Entity, and [Name of Servicer], as Servicer

              
	 	 	 


      

      


      In
        connection with the administration of the Loans held by you as the Custodian
        on
        behalf of the Indenture Trustee under the Custodial Agreement, dated as of
        _________ 1, ____, among the Indenture Trustee, and [Name of Custodian],
        we
        request the release, and acknowledge receipt, of the (Custodial File/[specify
        documents]) for the Loan described below, for the reason indicated.

       

      Mortgagor’s
        Name Address & ZIP Code:

       

      Loan
        Number:

       

      Reason
        For Requesting Documents
        (check
        one)

       

      
        	
                ___

              	
                1.

              	
                Loan
                  Paid in Full (The undersigned hereby certifies that all amounts
                  received
                  in connection therewith have been credited to the account of the
                  Indenture
                  Trustee.)

              
	 	 	 
	
                ___

              	
                2.

              	
                Loan
                  Liquidated by ____________________ (The undersigned hereby certifies
                  that
                  all proceeds of foreclosure, insurance, condemnation or other liquidation
                  have been finally received and credited to the Custodial
                  Account.)

              
	 	 	 
	
                ___

              	
                3.

              	
                Loan
                  in Foreclosure

              
	 	 	 
	
                ___

              	
                4.

              	
                Other
                  (explain)

              
	 	 	 


      

      If
        box 1
        or 2 above is checked, and if all or part of the Custodial File was previously
        released to us, please release to us our previous request and receipt on
        file
        with you, as well as any additional documents in your possession relating
        to the
        specified Loan.

       


      
        
           

        

        
          C-1

          
            

          

        

        
           

        

      


      If
        box 3
        or 4 above is checked, upon our return of all of the above documents to you
        as
        the Custodian, please acknowledge your receipt by signing in the space indicated
        below, and returning this form.

       

      
        	 	
                [NAME
                  OF SERVICER], as Servicer

              
	 	 
	 	 
	 	
                By:

              
	 	
                Name:

              
	 	
                Title:

              
	 	 
	 	
                Date:
                  

              	 
	 	 
	 	 
	 	 


      

      Acknowledgment
        of Documents returned to the Custodian:

       

      
        	 	
                [NAME
                  OF CUSTODIAN], as Custodian

              
	 	 
	 	 
	 	
                By:

              
	 	
                Name:

              
	 	
                Title:

              
	 	 
	 	
                Date:
                  

              	 


      

       


      
        
           

        

        
          C-2

          
            

          

        

        
           

        

      


      EXHIBIT
        D

       

      CERTIFICATE
        PURSUANT TO SECTION 3.08

       

      (Provided
        Upon Request)

       


      
        
           

        

        
          D-1

          
            

          

        

        
           

        

      


      EXHIBIT
        E

      


      SERVICING
        CRITERIA TO BE ADDRESSED

      IN
        ASSESSMENT OF COMPLIANCE

      


      Definitions

      Primary
        Servicer - transaction party having borrower contact

      Master
        Servicer - aggregator of pool assets

      Securities
        Administrator - waterfall calculator (may be the Trustee, or may be the Master
        Servicer)

      Back-up
        Servicer - named in the transaction (in the event a Back up Servicer becomes
        the
        Primary Servicer, follow Primary Servicer obligations)

      Custodian
        - safe keeper of pool assets

      Paying
        Agent - distributor of funds to ultimate investor

      Trustee
        -
        fiduciary of the transaction

      


      Note:
        The
        definitions above describe the essential function that the party performs,
        rather than the party’s title. So, for example, in a particular transaction, the
        trustee may perform the “paying agent” and “securities administrator” functions,
        while in another transaction, the securities administrator may perform these
        functions.

      


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

      


      Key:  X
        - obligation

      [X]
        - under consideration for obligation

      


      
        	 	 	 	 	 	 	 	 
	
                Reg
                  AB Reference

              	
                Servicing
                  Criteria

              	
                Primary
                  Servicer

              	
                Master
                  Servicer

              	
                Securities
                  Admin

              	
                Custodian

              	
                Paying
                  Agent

              	
                Trustee

              


      

      


      
        	 	
                General
                  Servicing Considerations

              	 	 	 	 	 	 


      

      


      
        	
                1122(d)(1)(i)

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

              	
                X

              	
                X

              	
                X

              	 	 	
                X

                (Sec.
                  9.01)

              
	
                1122(d)(1)(ii)

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


              	
                X

              	
                X

              	
                X

              	 	 	 
	
                1122(d)(1)(iii)

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

              	 	 	 	 	 	 
	
                1122(d)(1)(iv)

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

              	
                X

              	
                X

              	 	 	 	 


      


      
        
           

        

        
          E-1

          
            

          

        

        
           

        

      


      


      
        	 	 	 	 	 	 	 	 
	
                Reg
                  AB 

                Reference

              	
                Servicing
                  Criteria

              	
                Primary
                  Servicer

              	
                Master
                  Servicer

              	
                Securities
                  Admin

              	
                Custodian

              	
                Paying
                  Agent

              	
                Trustee

              
	 	
                Cash
                  Collection and Administration

              	 	 	 	 	 	 
	
                1122(d)(2)(i)

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

              	
                X

              	
                X

              	
                X

              	 	
                X

              	 
	
                1122(d)(2)(ii)

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

              	
                X

              	
                X

              	
                X

              	 	
                X

              	
                X

              
	
                1122(d)(2)(iii)

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

              	
                X

              	
                X

              	
                X

              	 	
                X

              	
                X

                (Sec.
                  8.01)

              
	
                1122(d)(2)(iv)

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

              	 	
                [X]

              	 	 	 	
                X

              
	
                1122(d)(2)(v)

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

              	
                X

              	
                X

              	
                X

              	 	 	
                X

              
	
                1122(d)(2)(vi)

              	
                Unissued
                  checks are safeguarded so as to prevent unauthorized access.
                  

              	
                X

              	 	 	 	 	 
	
                1122(d)(2)(vii)
                  

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

              	
                X

              	
                X

              	
                X

              	 	
                X

              	
                X

              
	 	
                Investor
                  Remittances and Reporting

              	 	 	 	 	 	 


      


      
        
           

        

        
          E-2

          
            

          

        

        
           

        

      


      


      
        	 	 	 	 	 	 	 	 
	
                Reg
                  AB 

                Reference

              	
                Servicing
                  Criteria

              	
                Primary
                  Servicer

              	
                Master
                  Servicer

              	
                Securities
                  Admin

              	
                Custodian

              	
                Paying
                  Agent

              	
                Trustee

              
	
                1122(d)(3)(i)

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

              	
                X

              	
                X

              	
                X

              	 	 	
                X

              
	
                1122(d)(3)(ii)

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

              	
                X

              	
                X

              	
                X

              	 	
                X

              	
                X

              
	
                1122(d)(3)(iii)

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

              	
                X

              	
                X

              	
                X

              	 	
                X

              	
                X

              
	
                1122(d)(3)(iv)

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

              	
                X

              	
                X

              	
                X

              	 	
                X

              	
                X

              
	 	
                Pool
                  Asset Administration

              	 	 	 	 	 	 
	
                1122(d)(4)(i)
                  

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

              	
                X

              	
                X

              	 	 	 	 
	
                1122(d)(4)(ii)

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

              	
                X

              	
                X

              	 	 	 	 
	
                1122(d)(4)(iii)

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

              	
                X

              	
                X

              	 	 	 	
                X

              
	
                1122(d)(4)(iv)

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

              	
                X

              	 	 	 	 	 
	
                1122(d)(4)(v)

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

              	
                X

              	 	 	 	 	 
	
                1122(d)(4)(vi)

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

              	
                X

              	
                X

              	 	 	 	 
	
                1122(d)(4)(vii)

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

              	
                X

              	
                X

              	 	 	 	 


      


      
        
           

        

        
          E-3

          
            

          

        

        
           

        

      


      


      
        	 	 	 	 	 	 	 	 
	
                Reg
                  AB 

                Reference

              	
                Servicing
                  Criteria

              	
                Primary
                  Servicer

              	
                Master
                  Servicer

              	
                Securities
                  Admin

              	
                Custodian

              	
                Paying
                  Agent

              	
                Trustee

              
	
                1122(d)(4)(viii)

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

              	
                X

              	 	 	 	 	 
	
                1122(d)(4)(ix)

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

              	
                X

              	
                X

              	 	 	 	 
	
                1122(d)(4)(x)

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

              	
                X

              	 	 	 	 	 
	
                1122(d)(4)(xi)

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

              	
                X

              	 	 	 	 	 
	
                1122(d)(4)(xii)

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

              	
                X

              	 	 	 	 	 
	
                1122(d)(4)(xiii)

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

              	
                X

              	 	 	 	 	 
	
                1122(d)(4)(xiv)
                  

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

              	 	
                X

              	
                X

              	 	 	
                X

              
	
                1122(d)(4)(xv)

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

              	 	 	
                X

              	 	 	
                X

              


      

      


      



      
        
           

        

        
          E-4